UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________ 

FORM 8-K
________________________________
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2015 
________________________________
 
DOVER CORPORATION
(Exact name of registrant as specified in its charter)
________________________________

 	
 	 	 	
State of Delaware	1-4018	53-0257888	
(State or other jurisdiction of incorporation)	 (Commission File Number)	(I.R.S. Employer Identification No.)	
 	 	 	
3005 Highland Parkway	 	 	
Downers Grove, Illinois	 	60515	
(Address of principal executive offices)	 	(Zip Code)	
(630) 541-1540
(Registrant’s telephone number, including area code)
 
______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 	 	
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 	

Item 2.02 Results of Operations and Financial Condition.
 
On January 27, 2015, Dover Corporation (i) issued the Press Release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter and year ended December 31, 2014; and (ii) posted on its website at
http://www.dovercorporation.com the presentation slides attached hereto as Exhibit 99.2 for the quarter and year ended December 31, 2014.
 
The information in this Current Report on Form 8-K, including exhibits, is being furnished to the Securities and Exchange Commission (the “SEC”) and shall not be deemed to be incorporated by reference into any of Dover’s filings with the SEC under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this report:
 
99.1 Dover Corporation Press Release dated January 27, 2015.
99.2 Presentation Slides posted on Dover Corporation’s website at http://www.dovercorporation.com.

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 	 	 	 	
Date:	January 27, 2015	DOVER CORPORATION	 	
 	 	(Registrant)	 	
 	 	 	 	 	
 	 	By:	/s/ Ivonne M. Cabrera	 	
 	 	 	Ivonne M. Cabrera	 	
 	 	 	Senior Vice President, General Counsel & Secretary	 	

EXHIBIT INDEX

Number	 	Exhibit	
99.1	 	Press Release of Dover Corporation dated January 27, 2015	
 	 	 	
99.2	 	Presentation Slides posted on Dover Corporation’s website at http://www.dovercorporation.com	

Exhibit 99.1

 	
 	 	 	
CONTACT:	 	 	
Paul Goldberg	 	 	
Vice President - Investor Relations	 	 	
(212) 922-1640	 	 	

DOVER REPORTS FOURTH QUARTER AND FULL YEAR 2014 RESULTS
AND UPDATES 2015 GUIDANCE
 	 	
•	Reports quarterly revenue of $2.0 billion, an increase of 11% over the prior year	
 	 	
•	Achieves adjusted quarterly diluted earnings per share from continuing operations of $1.01, excluding discrete tax benefits; this result includes $0.17 in restructuring and other costs	
 	 	
•	Plans to divest two businesses, which are now reported as discontinued operations	
 	 	
•	Updates guidance for 2015 full year diluted earnings per share from continuing operations to be in the range of $4.70 to $4.95, a reduction to prior guidance reflecting the combined impact of global energy markets and discontinued operations, net of share repurchase activity	

Downers Grove, Illinois, January 27, 2015 — Dover (NYSE: DOV) announced today that for the fourth quarter ended December 31, 2014, revenue was $2.0 billion, an increase of 11% over the prior year. The revenue increase was driven by organic growth of 6% and an increase of 7% from acquisitions, partially offset by a 2% impact from foreign exchange. Earnings from continuing operations were $171.8 million, essentially flat compared to $172.2 million for the prior year period. Diluted earnings per share ("EPS") for the fourth quarter ended December 31, 2014 was $1.03, compared to $1.00 EPS in the prior year period, representing an increase of 3%. EPS from continuing operations for the fourth quarter of 2014 included discrete tax benefits of $0.02, compared to $0.01 EPS in the prior year period. Excluding these items, adjusted EPS from continuing operations for the fourth quarter of 2014 was $1.01, an increase of 2% over an adjusted EPS of $0.99 in the prior year period.

Revenue for the year ended December 31, 2014 was $7.8 billion, an increase of 8% over the prior year, reflecting organic growth of 4% and a 4% increase from acquisitions. Foreign exchange had a negligible impact. Earnings from continuing operations for the year ended December 31, 2014 were $778.1 million, compared to $797.5 million in the prior year period, representing a decrease of 2%. EPS for the year ended December 31, 2014 was $4.61 EPS, essentially flat compared to $4.60 EPS in the prior year. EPS from continuing operations during this period includes discrete tax benefits of $0.07 EPS compared to $0.43 EPS in the prior year, as well as $0.02 of other one-time gains recognized in the prior year. Excluding these items, adjusted EPS from continuing operations for the year ended December 31, 2014 was $4.54, an increase of 10% over an adjusted EPS of $4.14 in the prior year.

Dover also announced today its intention to divest Sargent Aerospace (“Sargent”), a supplier of precision-engineered components and aftermarket services in the aerospace and defense industries, and part of Dover’s Engineered Systems segment. Both Sargent and Datamax O’Neil (“D-O”) are reported as discontinued operations for the fourth quarter and full year 2014 results.

Dover expects to complete the sale of D-O in the first quarter, with the sale of Sargent expected to occur in the second quarter of 2015.

Commenting on the fourth quarter results, Dover's President and Chief Executive Officer, Robert A. Livingston, said, “We finished the year with a very strong fourth quarter, achieving 11% revenue growth and earnings growth that exceeded expectations. We saw robust topline growth at each segment led by Energy and Fluids at 20% and 10%, respectively, and achieved solid volume leverage. In the quarter, we made the decision to divest Sargent and, as previously announced, Datamax O’Neil. While both are excellent companies with strong positions, they serve markets where others have greater scale. We expect after-tax proceeds of the divestitures to be used for share repurchases and growth opportunities."

“As previously announced, we took decisive actions in the quarter to adjust our costs and streamline our businesses, which accounted for the majority of nonrecurring charges of $0.17. Regarding our energy markets, there continues to be significant uncertainty driven by the rapid decline in oil prices .   Accordingly, we took additional cost reduction steps in our Energy businesses during the quarter and continue to review further actions, including additional restructuring costs in the first quarter of 2015."

"As a result, we are updating our 2015 guidance to reflect the anticipated combined impact of lower oil prices, discontinued operations, share repurchase activity and FX. We now expect total revenue growth of 1% to -2%, principally reflecting our new Energy revenue estimate of -6% to -9%, a 15 point reduction from our prior forecast. Within our total revenue forecast, organic growth is anticipated to be approximately 1% to -2%, completed acquisitions will provide approximately 2% growth and FX is expected to be a 2% headwind. In total, we now expect full year adjusted EPS to be in the range of $4.70 to $4.95, a $0.35 reduction to our prior guidance . ”

Net earnings for the quarter ended December 31, 2014, were $169.3 million, or $1.02 EPS, which included a loss from discontinued operations of $2.5 million, or $0.02 EPS compared to net earnings of $194.0 million, or $1.13 EPS, for the same period of 2013, which included earnings from discontinued operations of $21.7 million, or $0.13 EPS.

Net earnings for the year ended December 31, 2014 were $775.2 million, or $4.59 EPS, compared to net earnings of $1.0 billion, or $5.78 EPS, for the same period of 2013. 2014 results reflected a loss from discontinued operations of $2.9 million, or $0.02 EPS, which included $27.1 million in spin-off costs. 2013 results reflected earnings from discontinued operations of $205.6 million or $1.18 EPS, which included spin-off costs of $30.1 million.

Dover will host a webcast of its fourth quarter 2014 conference call at 10:00 A.M. Eastern Time (9:00 A.M. Central Time) on Tuesday, January 27, 2015. The webcast can be accessed on the Dover website at www.dovercorporation.com. The conference call will also be made available for replay on the website. Additional information on Dover’s fourth quarter results and its operating segments can also be found on the Company’s website.

About Dover:

Dover is a diversified global manufacturer with annual revenues of$8 billion. We deliver innovative equipment and components, specialty systems and support services through four major operating segments: Energy, Engineered Systems, Fluids, and Refrigeration & Food Equipment. Dover combines global scale with operational agility to lead the markets we serve.  Recognized for our entrepreneurial approach for nearly 60 years, our team of 27,000 employees takes an ownership mindset, collaborating with customers to redefine what’s possible.  Headquartered

in Downers Grove, Illinois, Dover trades on the New York Stock Exchange under “DOV.” Additional information is available at www.dovercorporation.com.

Forward-Looking Statements:

This press release contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such statements relate to, among other things, operating and strategic plans, income, earnings, cash flows, changes in operations, industries in which Dover businesses operate, and operating improvements. Forward-looking statements may be indicated by words or phrases such as “anticipates,” “expects,” “believes,” “suggests,” “will,” “plans,” “should,” “would,” “could,” and “forecast”, or the use of the future tense and similar words or phrases. Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from current expectations, including, but not limited to, oil and natural gas demand, production growth, and prices; changes in exploration and production spending by Dover’s customers and changes in the level of oil and natural gas exploration and development; economic conditions generally and changes in economic conditions globally and in markets served by Dover businesses, including well activity, U.S. industrials activity and the status of economic recovery in Europe; the ability of Dover's businesses to expand into new geographic markets; Dover's ability to identify and successfully consummate value-adding acquisition opportunities or planned divestitures; Dover's ability to achieve expected savings from integration and other cost-control initiatives, such as lean and productivity programs; changes in customer demand or the impact of loss of a significant customer, or loss or non-renewal of significant contracts; the ability of Dover's businesses to develop and launch new products, timing of such launches and risks relating to market acceptance by customers; the relative mix of products and services which impacts margins and operating efficiencies; increased competition and pricing pressures; the impact of loss of a single-source manufacturing facility; short-term capacity constraints; increases in the cost of raw materials; domestic and foreign governmental and public policy changes or developments, including environmental regulations, conflict minerals disclosure requirements, and tax policies; protection and validity of patent and other intellectual property rights; the impact of legal matters and legal compliance risks; the impact of interest rate and currency exchange rate fluctuations; conditions and events affecting domestic and global financial and capital markets; and a downgrade in Dover's credit ratings which, among other matters, could make obtaining financing more difficult and costly. Dover refers you to the documents that it files from time to time with the Securities and Exchange Commission, such as its reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause its actual results to differ materially from its current expectations and from the forward-looking statements contained herein. Dover undertakes no obligation to update any forward-looking statement, except as required by law.

INVESTOR SUPPLEMENT - FOURTH QUARTER AND FULL YEAR 2014

DOVER CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)(in thousands, except per share data)

 	Three Months Ended December 31,	 	Years Ended December 31,	
 	2014	 	2013	 	2014	 	2013	
Revenue	$	1,977,947	
 	 	$	1,785,922	
 	 	$	7,752,728	
 	 	$	7,155,096	
 	
Cost of goods and services	1,254,079	
 	 	1,106,213	
 	 	4,778,479	
 	 	4,376,505	
 	
Gross profit	723,868	
 	 	679,709	
 	 	2,974,249	
 	 	2,778,591	
 	
Selling and administrative expenses	460,377	
 	 	412,487	
 	 	1,758,765	
 	 	1,616,921	
 	
Operating earnings	263,491	
 	 	267,222	
 	 	1,215,484	
 	 	1,161,670	
 	
Interest expense, net	31,332	
 	 	29,912	
 	 	127,179	
 	 	120,654	
 	
Other expense (income), net	1,172	
 	 	(3,500	)	 	(5,902	)	 	(4,970	)	
Earnings before provision for income taxes and discontinued operations	230,987	
 	 	240,810	
 	 	1,094,207	
 	 	1,045,986	
 	
Provision for income taxes	59,152	
 	 	68,583	
 	 	316,067	
 	 	248,459	
 	
Earnings from continuing operations	171,835	
 	 	172,227	
 	 	778,140	
 	 	797,527	
 	
(Loss) earnings from discontinued operations, net	(2,541	)	 	21,736	
 	 	(2,905	)	 	205,602	
 	
Net earnings	$	169,294	
 	 	$	193,963	
 	 	$	775,235	
 	 	$	1,003,129	

Basic earnings per common share:	 	 	 	 	 	 	 	
Earnings from continuing operations	$	1.04	
 	 	$	1.01	
 	 	$	4.67	
 	 	$	4.66	
 	
(Loss) earnings from discontinued operations, net	(0.02	)	 	0.13	
 	 	(0.02	)	 	1.20	
 	
Net earnings	1.03	
 	 	1.14	
 	 	4.65	
 	 	5.86	

Weighted average shares outstanding	164,589	 	170,027	 	166,692	 	171,271	
 	 	 	 	 	 	 	 	
Diluted earnings per common share:	 	 	 	 	 	 	 	
Earnings from continuing operations	$	1.03	
 	 	$	1.00	
 	 	$	4.61	
 	 	$	4.60	
 	
(Loss) earnings from discontinued operations, net	(0.02	)	 	0.13	
 	 	(0.02	)	 	1.18	
 	
Net earnings	1.02	
 	 	1.13	
 	 	4.59	
 	 	5.78	

Weighted average shares outstanding	166,467	 	172,265	 	168,842	 	173,547	
 	 	 	 	 	 	 	 	
Dividends paid per common share	$	0.40	
 	 	$	0.375	
 	 	$	1.55	
 	 	$	1.45	

DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(unaudited)(in thousands)

 	2014	 	2013	
 	Q1	Q2	Q3	Q4	FY 2014	 	Q1	Q2	Q3	Q4	FY 2013	
REVENUE	 	 	 	 	 	 	 	 	 	 	 	
Energy	$	478,773	
 	$	481,016	
 	$	507,334	
 	$	550,116	
 	$	2,017,239	
 	 	$	462,679	
 	$	465,906	
 	$	467,688	
 	$	457,580	
 	$	1,853,853	

Engineered Systems	 	 	 	 	 	 	 	 	 	 	 	
Printing & Identification	231,679	
 	252,354	
 	257,282	
 	247,569	
 	988,884	
 	 	205,828	
 	213,573	
 	220,538	
 	237,936	
 	877,875	
 	
Industrials	335,995	
 	361,467	
 	355,019	
 	344,600	
 	1,397,081	
 	 	317,059	
 	330,423	
 	332,095	
 	320,518	
 	1,300,095	
 	
 	567,674	
 	613,821	
 	612,301	
 	592,169	
 	2,385,965	
 	 	522,887	
 	543,996	
 	552,633	
 	558,454	
 	2,177,970	

Fluids	345,009	
 	346,275	
 	361,797	
 	377,485	
 	1,430,566	
 	 	273,638	
 	310,137	
 	309,241	
 	343,822	
 	1,236,838	

Refrigeration & Food Equipment	411,493	
 	522,357	
 	528,807	
 	458,532	
 	1,921,189	
 	 	422,468	
 	517,574	
 	521,322	
 	426,476	
 	1,887,840	

Intra-segment eliminations	(379	)	(833	)	(664	)	(355	)	(2,231	)	 	(132	)	(632	)	(231	)	(410	)	(1,405	)	
Total consolidated revenue	$	1,802,570	
 	$	1,962,636	
 	$	2,009,575	
 	$	1,977,947	
 	$	7,752,728	
 	 	$	1,681,540	
 	$	1,836,981	
 	$	1,850,653	
 	$	1,785,922	
 	$	7,155,096	

NET EARNINGS	 	 	 	 	 	 	 	 	 	 	 	
Segment Earnings:	 	 	 	 	 	 	 	 	 	 	 	
Energy	$	118,968	
 	$	114,991	
 	$	122,738	
 	$	105,118	
 	$	461,815	
 	 	$	118,708	
 	$	109,662	
 	$	119,086	
 	$	112,193	
 	$	459,649	
 	
Engineered Systems	83,227	
 	101,766	
 	108,800	
 	93,205	
 	386,998	
 	 	74,162	
 	87,818	
 	98,044	
 	87,473	
 	347,497	
 	
Fluids	57,942	
 	63,112	
 	67,559	
 	63,026	
 	251,639	
 	 	47,601	
 	58,768	
 	63,056	
 	55,098	
 	224,523	
 	
Refrigeration & Food Equipment	44,862	
 	84,926	
 	78,012	
 	30,934	
 	238,734	
 	 	52,110	
 	82,177	
 	86,446	
 	46,574	
 	267,307	
 	
Total Segments	304,999	
 	364,795	
 	377,109	
 	292,283	
 	1,339,186	
 	 	292,581	
 	338,425	
 	366,632	
 	301,338	
 	1,298,976	
 	
Corporate expense / other	30,734	
 	29,287	
 	27,815	
 	29,964	
 	117,800	
 	 	33,885	
 	35,078	
 	32,757	
 	30,616	
 	132,336	
 	
Net interest expense	32,655	
 	31,961	
 	31,231	
 	31,332	
 	127,179	
 	 	30,282	
 	30,230	
 	30,230	
 	29,912	
 	120,654	
 	
Earnings from continuing operations before provision for income taxes	241,610	
 	303,547	
 	318,063	
 	230,987	
 	1,094,207	
 	 	228,414	
 	273,117	
 	303,645	
 	240,810	
 	1,045,986	
 	
Provision for income taxes	71,569	
 	92,966	
 	92,380	
 	59,152	
 	316,067	
 	 	68,147	
 	25,129	
 	86,600	
 	68,583	
 	248,459	
 	
Earnings from continuing operations	170,041	
 	210,581	
 	225,683	
 	171,835	
 	778,140	
 	 	160,267	
 	247,988	
 	217,045	
 	172,227	
 	797,527	
 	
(Loss) earnings from discontinued operations, net	(9,903	)	3,378	
 	6,161	
 	(2,541	)	(2,905	)	 	49,736	
 	82,061	
 	52,069	
 	21,736	
 	205,602	
 	
Net earnings	$	160,138	
 	$	213,959	
 	$	231,844	
 	$	169,294	
 	$	775,235	
 	 	$	210,003	
 	$	330,049	
 	$	269,114	
 	$	193,963	
 	$	1,003,129	

SEGMENT OPERATING MARGIN	 	 	 	 	 	 	 	 	 	
Energy	24.8	%	23.9	%	24.2	%	19.1	%	22.9	%	 	25.7	%	23.5	%	25.5	%	24.5	%	24.8	%	
Engineered Systems	14.7	%	16.6	%	17.8	%	15.7	%	16.2	%	 	14.2	%	16.1	%	17.7	%	15.7	%	16.0	%	
Fluids	16.8	%	18.2	%	18.7	%	16.7	%	17.6	%	 	17.4	%	18.9	%	20.4	%	16.0	%	18.2	%	
Refrigeration & Food Equipment	10.9	%	16.3	%	14.8	%	6.7	%	12.4	%	 	12.3	%	15.9	%	16.6	%	10.9	%	14.2	%	
Total Segment	16.9	%	18.6	%	18.8	%	14.8	%	17.3	%	 	17.4	%	18.4	%	19.8	%	16.9	%	18.2	%	
 	 	 	 	 	 	 	 	 	 	 	 	
DEPRECIATION AND AMORTIZATION EXPENSE	 	 	 	 	 	 	 	 	 	
Energy	$	25,575	
 	$	25,807	
 	$	27,145	
 	$	33,429	
 	$	111,956	
 	 	$	24,448	
 	$	24,714	
 	$	24,707	
 	$	25,206	
 	$	99,075	
 	
Engineered Systems	15,850	
 	15,982	
 	15,334	
 	14,780	
 	61,946	
 	 	14,309	
 	14,774	
 	14,950	
 	15,025	
 	59,058	
 	
Fluids	16,366	
 	15,308	
 	14,019	
 	15,210	
 	60,903	
 	 	11,361	
 	11,570	
 	11,790	
 	14,091	
 	48,812	
 	
Refrigeration & Food Equipment	17,212	
 	17,451	
 	17,073	
 	16,965	
 	68,701	
 	 	16,585	
 	16,611	
 	16,962	
 	17,070	
 	67,228	
 	
Corporate	870	
 	1,000	
 	910	
 	902	
 	3,682	
 	 	859	
 	1,028	
 	1,030	
 	943	
 	3,860	
 	
 	$	75,873	
 	$	75,548	
 	$	74,481	
 	$	81,286	
 	$	307,188	
 	 	$	67,562	
 	$	68,697	
 	$	69,439	
 	$	72,335	
 	$	278,033	

DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(continued)
(unaudited)(in thousands)

 	2014	 	2013	
 	Q1	Q2	Q3	Q4	FY 2014	 	Q1	Q2	Q3	Q4	FY 2013	
BOOKINGS	 	 	 	 	 	 	 	 	 	 	 	
Energy	$	478,469	
 	$	477,162	
 	$	526,134	
 	$	534,646	
 	$	2,016,411	
 	 	$	515,388	
 	$	416,892	
 	$	481,021	
 	$	440,261	
 	$	1,853,562	

Engineered Systems	 	 	 	 	 	 	 	 	 	 	 	
Printing & Identification	250,434	
 	245,445	
 	249,299	
 	248,082	
 	993,260	
 	 	205,386	
 	221,458	
 	219,316	
 	233,308	
 	879,468	
 	
Industrials	370,949	
 	363,773	
 	342,687	
 	374,438	
 	1,451,847	
 	 	346,539	
 	343,194	
 	300,655	
 	325,840	
 	1,316,228	
 	
Eliminations	(18	)	(16	)	(11	)	(11	)	(56	)	 	(81	)	(129	)	(5	)	278	
 	63	
 	
 	621,365	
 	609,202	
 	591,975	
 	622,509	
 	2,445,051	
 	 	551,844	
 	564,523	
 	519,966	
 	559,426	
 	2,195,759	

Fluids	362,943	
 	375,009	
 	350,853	
 	345,553	
 	1,434,358	
 	 	303,609	
 	298,817	
 	307,729	
 	351,767	
 	1,261,922	

Refrigeration & Food Equipment	493,731	
 	542,810	
 	459,099	
 	367,567	
 	1,863,207	
 	 	482,792	
 	515,270	
 	433,426	
 	450,850	
 	1,882,338	

Intra-segment eliminations	(506	)	(1,089	)	(737	)	(644	)	(2,976	)	 	(560	)	(708	)	(417	)	735	
 	(950	)	
 	 	 	 	 	 	 	 	 	 	 	 	
Total consolidated bookings	$	1,956,002	
 	$	2,003,094	
 	$	1,927,324	
 	$	1,869,631	
 	$	7,756,051	
 	 	$	1,853,073	
 	$	1,794,794	
 	$	1,741,725	
 	$	1,803,039	
 	$	7,192,631	

BACKLOG	 	 	 	 	 	 	 	 	 	 	 	
Energy	$	210,846	
 	$	206,415	
 	$	232,739	
 	$	233,347	
 	 	 	$	274,733	
 	$	218,764	
 	$	233,820	
 	$	206,790	

Engineered Systems	 	 	 	 	 	 	 	 	 	 	 	
Printing & Identification	131,298	
 	128,912	
 	115,352	
 	110,359	
 	 	 	91,020	
 	98,624	
 	99,615	
 	95,597	
 	 	
Industrials	266,517	
 	268,680	
 	254,612	
 	282,598	
 	 	 	250,480	
 	261,600	
 	228,605	
 	231,748	
 	 	
 	397,815	
 	397,592	
 	369,964	
 	392,957	
 	 	 	341,500	
 	360,224	
 	328,220	
 	327,345	

Fluids	328,617	
 	348,508	
 	323,424	
 	277,834	
 	 	 	222,255	
 	228,212	
 	228,880	
 	310,330	

Refrigeration & Food Equipment	431,298	
 	450,065	
 	376,141	
 	282,507	
 	 	 	417,246	
 	412,366	
 	324,042	
 	347,004	

Intra-segment eliminations	(374	)	(211	)	(302	)	(431	)	 	 	(596	)	(526	)	(387	)	(592	)	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Total consolidated backlog	$	1,368,202	
 	$	1,402,369	
 	$	1,301,966	
 	$	1,186,214	
 	 	 	$	1,255,138	
 	$	1,219,040	
 	$	1,114,575	
 	$	1,190,877	

DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)(in thousands, except per share data*)

 	2014	 	2013	
 	Q1	Q2	Q3	Q4	FY 2014	 	Q1	Q2	Q3	Q4	FY 2013	
Basic earnings (loss) per common share:	 	 	 	 	 	 	 	 	 	
Continuing operations	$	1.00	
 	$	1.26	
 	$	1.36	
 	$	1.04	
 	$	4.67	
 	 	$	0.92	
 	$	1.45	
 	$	1.27	
 	$	1.01	
 	$	4.66	
 	
Discontinued operations	(0.06	)	0.02	
 	0.04	
 	(0.02	)	(0.02	)	 	0.29	
 	0.48	
 	0.31	
 	0.13	
 	1.20	
 	
Net earnings	0.94	
 	1.29	
 	1.40	
 	1.03	
 	4.65	
 	 	1.21	
 	1.93	
 	1.58	
 	1.14	
 	5.86	

Diluted earnings (loss) per common share:	 	 	 	 	 	 	 	 	 	
Continuing operations	$	0.99	
 	$	1.25	
 	$	1.34	
 	$	1.03	
 	$	4.61	
 	 	$	0.91	
 	$	1.43	
 	$	1.26	
 	$	1.00	
 	$	4.60	
 	
Discontinued operations	(0.06	)	0.02	
 	0.04	
 	(0.02	)	(0.02	)	 	0.28	
 	0.47	
 	0.30	
 	0.13	
 	1.18	
 	
Net earnings	0.93	
 	1.27	
 	1.38	
 	1.02	
 	4.59	
 	 	1.20	
 	1.91	
 	1.56	
 	1.13	
 	5.78	

Adjusted diluted earnings per common share (calculated below):	
Continuing operations	$	0.97	
 	$	1.25	
 	$	1.31	
 	$	1.01	
 	$	4.54	
 	 	$	0.89	
 	$	1.08	
 	$	1.20	
 	$	0.99	
 	$	4.14	

Net earnings (loss) and average shares used in calculated earnings (loss) per share amounts are as follows:	
 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings (loss):	 	 	 	 	 	 	 	 	 	 	 	
Continuing operations	$	170,041	
 	$	210,581	
 	$	225,683	
 	$	171,835	
 	$	778,140	
 	 	$	160,267	
 	$	247,988	
 	$	217,045	
 	$	172,227	
 	$	797,527	
 	
Discontinued operations	(9,903	)	3,378	
 	6,161	
 	(2,541	)	(2,905	)	 	49,736	
 	82,061	
 	52,069	
 	21,736	
 	205,602	
 	
Net earnings	160,138	
 	213,959	
 	231,844	
 	169,294	
 	775,235	
 	 	210,003	
 	330,049	
 	269,114	
 	193,963	
 	1,003,129	

Average shares outstanding:	 	 	 	 	 	 	 	 	 	
Basic	169,750	
 	166,474	
 	166,021	
 	164,589	
 	166,692	
 	 	173,448	
 	171,111	
 	170,544	
 	170,027	
 	171,271	
 	
Diluted	172,013	
 	168,857	
 	168,343	
 	166,467	
 	168,842	
 	 	175,567	
 	173,097	
 	172,734	
 	172,265	
 	173,547	

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Note:	 	 	 	 	 	 	 	 	 	 	 	
Earnings from continuing operations are adjusted by discrete tax items and other one-time gains to derive adjusted earnings from continuing operations and adjusted diluted earnings per common share as follows:	
 	 	 	 	 	 	 	 	 	 	 	 	
 	2014	 	2013	
 	Q1	Q2	Q3	Q4	FY 2014	 	Q1	Q2	Q3	Q4	FY 2013	
Adjusted earnings from continuing operations:	 	 	 	 	 	 	 	 	
Earnings from continuing operations	$	170,041	
 	$	210,581	
 	$	225,683	
 	$	171,835	
 	$	778,140	
 	 	$	160,267	
 	$	247,988	
 	$	217,045	
 	$	172,227	
 	$	797,527	
 	
Gains (losses) from discrete and other tax items	2,541	
 	(635	)	5,524	
 	3,860	
 	11,290	
 	 	3,893	
 	61,477	
 	7,751	
 	2,338	
 	75,459	
 	
Other one-time gains, net of tax  (1)	—	
 	—	
 	—	
 	—	
 	—	
 	 	—	
 	—	
 	2,866	
 	—	
 	2,866	
 	
Adjusted earnings from continuing operations	$	167,500	
 	$	211,216	
 	$	220,159	
 	$	167,975	
 	$	766,850	
 	 	$	156,374	
 	$	186,511	
 	$	206,428	
 	$	169,889	
 	$	719,202	

Adjusted diluted earnings per common share:	 	 	 	 	 	 	 	 	 	
Earnings from continuing operations	$	0.99	
 	$	1.25	
 	$	1.34	
 	$	1.03	
 	$	4.61	
 	 	$	0.91	
 	$	1.43	
 	$	1.26	
 	$	1.00	
 	$	4.60	
 	
Gains from discrete and other tax items	0.01	
 	—	
 	0.03	
 	0.02	
 	0.07	
 	 	0.02	
 	0.36	
 	0.04	
 	0.01	
 	0.43	
 	
Other one-time gains, net of tax  (1)	—	
 	—	
 	—	
 	—	
 	—	
 	 	—	
 	—	
 	0.02	
 	—	
 	0.02	
 	
Adjusted earnings from continuing operations	$	0.97	
 	$	1.25	
 	$	1.31	
 	$	1.01	
 	$	4.54	
 	 	$	0.89	
 	$	1.08	
 	$	1.20	
 	$	0.99	
 	$	4.14	

(1) Reflects a one-time curtailment gain recognized in the third quarter of 2013 in connection with the freeze of the Company's defined benefit pension plans.	
 	 	 	 	 	 	 	 	 	 	 	 	
* Per share data may not add due to rounding.	 	 	 	 	 	 	 	 	

DOVER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(unaudited)(in thousands)

 	 	 	 	 	 	 	 	
 	December 31, 2014	 	December 31, 2013	
Assets:	 	 	 	
Cash and cash equivalents	$	681,581	
 	 	$	803,882	
 	
Receivables, net of allowances	1,186,746	
 	 	1,076,641	
 	
Inventories, net	863,737	
 	 	715,311	
 	
Deferred tax and other current assets	164,758	
 	 	122,138	
 	
Property, plant and equipment, net	837,069	
 	 	787,849	
 	
Goodwill	3,491,557	
 	 	3,032,991	
 	
Intangible assets, net	1,369,520	
 	 	1,258,911	
 	
Other assets	168,246	
 	 	202,806	
 	
Assets of discontinued operations	327,171	
 	 	2,854,652	
 	
Total assets	$	9,090,385	
 	 	$	10,855,181	

Liabilities and Stockholders' Equity:	 	 	 	
Notes payable and current maturities of long-term debt	$	777,956	
 	 	$	229,278	
 	
Payables and accrued expenses	1,261,398	
 	 	1,112,863	
 	
Deferred taxes and other non-current liabilities	1,046,547	
 	 	975,823	
 	
Long-term debt	2,253,041	
 	 	2,599,201	
 	
Liabilities of discontinued operations	50,718	
 	 	560,620	
 	
Stockholders' equity	3,700,725	
 	 	5,377,396	
 	
Total liabilities and stockholders' equity	$	9,090,385	
 	 	$	10,855,181	

DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)(in thousands)

 	 	 	 	 	 	 	 	
 	Years Ended December 31,	
 	2014	 	2013	
Operating activities:	 	 	 	
Net earnings	$	775,235	
 	 	$	1,003,129	
 	
Loss (earnings) from discontinued operations, net	2,905	
 	 	(205,602	)	
Depreciation and amortization	307,188	
 	 	278,033	
 	
Stock-based compensation	31,628	
 	 	30,480	
 	
Contributions to employee benefit plans	(24,232	)	 	(40,258	)	
Net change in assets and liabilities	(139,908	)	 	(86,170	)	
Net cash provided by operating activities of continuing operations	952,816	
 	 	979,612	

Investing activities:	 	 	 	
Additions to property, plant and equipment	(166,033	)	 	(141,694	)	
Acquisitions (net of cash and cash equivalents acquired)	(802,254	)	 	(322,838	)	
Proceeds from the sale of businesses	191,348	
 	 	76,457	
 	
Other	(5,618	)	 	26,398	
 	
Net cash used in investing activities of continuing operations	(782,557	)	 	(361,677	)	
 	 	 	 	
Financing activities:	 	 	 	
Cash received from Knowles Corporation, net of cash distributed	359,955	
 	 	—	
 	
Net increase in debt and notes payable	244,934	
 	 	19,530	
 	
Dividends to stockholders	(258,487	)	 	(247,820	)	
Purchase of common stock	(601,077	)	 	(457,871	)	
Net proceeds from exercise of share-based awards	(814	)	 	7,619	
 	
Net cash used in financing activities of continuing operations	(255,489	)	 	(678,542	)	
 	 	 	 	
Net cash provided by discontinued operations	3,355	
 	 	65,764	

Effect of exchange rate changes on cash	(40,426	)	 	(1,351	)	
 	 	 	 	
Net (decrease) increase in cash and cash equivalents	(122,301	)	 	3,806	
 	
Cash and cash equivalents at beginning of period	803,882	
 	 	800,076	
 	
Cash and cash equivalents at end of period	$	681,581	
 	 	$	803,882	

DOVER CORPORATION
ADDITIONAL QUARTERLY INFORMATION
(unaudited)(in thousands, except per share data*)

FREE CASH FLOW

 	2014	 	2013	
 	Q1	Q2	Q3	Q4	FY 2014	 	Q1	Q2	Q3	Q4	FY 2013	
Cash flow from operating activities	$	28,361	
 	$	185,013	
 	$	292,012	
 	$	447,430	
 	$	952,816	
 	 	$	58,222	
 	$	241,881	
 	$	261,659	
 	$	417,850	
 	$	979,612	
 	
Less: Additions to property, plant and equipment	(32,695	)	(42,550	)	(33,532	)	(57,256	)	(166,033	)	 	(25,082	)	(30,561	)	(39,191	)	(46,860	)	(141,694	)	
Free cash flow	$	(4,334	)	$	142,463	
 	$	258,480	
 	$	390,174	
 	$	786,783	
 	 	$	33,140	
 	$	211,320	
 	$	222,468	
 	$	370,990	
 	$	837,918	

Free cash flow as a percentage of earnings from continuing operations	(2.5	)%	67.7	%	114.5	%	227.1	%	101.1	%	 	20.7	%	85.2	%	102.5	%	215.4	%	105.1	%	
 	 	 	 	 	 	 	 	 	 	 	 	
Free cash flow as a percentage of revenue	(0.2	)%	7.3	%	12.9	%	19.7	%	10.1	%	 	2.0	%	11.5	%	12.0	%	20.8	%	11.7	%	

RESULTS OF SARGENT AEROSPACE AND DATAMAX O'NEIL

The following tables present the impact the operating results of Sargent Aerospace ("Sargent") and Datamax O'Neil ("D-O") had on the consolidated results of Dover Corporation. Sargent and D-O have been included in the consolidated financial statements as discontinued operations for all periods presented. See "Discontinued Operations" in this Investor Supplement for a discussion of the results and components of discontinued operations.

 	2014	 	2013	
 	Q1	Q2	Q3	Q4	FY 2014	 	Q1	Q2	Q3	Q4	FY 2013	
Revenue:	 	 	 	 	 	 	 	 	 	 	 	
Revenue including Sargent and D-O	$	1,884,647	
 	$	2,047,738	
 	$	2,092,467	
 	$	2,056,063	
 	$	8,080,915	
 	 	$	1,763,977	
 	$	1,932,411	
 	$	1,940,211	
 	$	1,879,054	
 	$	7,515,653	
 	
Revenue of Sargent and D-O	82,077	
 	85,102	
 	82,892	
 	78,116	
 	328,187	
 	 	82,437	
 	95,430	
 	89,558	
 	93,132	
 	360,557	
 	
Continuing revenue as reported	$	1,802,570	
 	$	1,962,636	
 	$	2,009,575	
 	$	1,977,947	
 	$	7,752,728	
 	 	$	1,681,540	
 	$	1,836,981	
 	$	1,850,653	
 	$	1,785,922	
 	$	7,155,096	

Earnings:	 	 	 	 	 	 	 	 	 	 	 	
Earnings including Sargent and D-O	$	176,324	
 	$	217,443	
 	$	232,825	
 	$	177,837	
 	$	804,429	
 	 	$	167,213	
 	$	258,058	
 	$	226,235	
 	$	182,566	
 	$	834,072	
 	
Earnings attributable to Sargent and D-O	6,283	
 	6,862	
 	7,142	
 	6,002	
 	26,289	
 	 	6,946	
 	10,070	
 	9,190	
 	10,339	
 	36,545	
 	
Earnings from continuing operations as reported	$	170,041	
 	$	210,581	
 	$	225,683	
 	$	171,835	
 	$	778,140	
 	 	$	160,267	
 	$	247,988	
 	$	217,045	
 	$	172,227	
 	$	797,527	

Diluted earnings per common share:	 	 	 	 	 	 	 	 	 	 	
Earnings including Sargent and D-O	$	1.02	
 	$	1.29	
 	$	1.38	
 	$	1.07	
 	$	4.76	
 	 	$	0.95	
 	$	1.49	
 	$	1.31	
 	$	1.06	
 	$	4.81	
 	
Earnings attributable to Sargent and D-O	0.04	
 	0.04	
 	0.04	
 	0.04	
 	0.16	
 	 	0.04	
 	0.06	
 	0.05	
 	0.06	
 	0.21	
 	
Earnings from continuing operations as reported	$	0.99	
 	$	1.25	
 	$	1.34	
 	$	1.03	
 	$	4.61	
 	 	$	0.91	
 	$	1.43	
 	$	1.26	
 	$	1.00	
 	$	4.60	

* Per share data may not add due to rounding.	

ADDITIONAL INFORMATION
FOURTH QUARTER AND FULL YEAR 2014

Acquisitions

During the fourth quarter of 2014, the Company completed one acquisition within the Energy segment. For the full year 2014, Dover made a total of seven acquisitions for consideration totaling $802.3 million.

Discontinued Operations

The Company did not dispose of any businesses in the fourth quarter of 2014; however, in the fourth quarter, the Company announced its intent to divest Datamax O'Neil and Sargent Aerospace, two non-core businesses within the Engineered Systems segment. The results of operations and cash flows of these businesses have been reclassified to discontinued operations and the assets and liabilities of these businesses have been segregated within assets and liabilities of discontinued operations for all periods presented herein. For the fourth quarter of 2014, the Company recognized a loss from discontinued operations of $2.5 million, or $0.02 EPS, which includes $6.0 million of earnings, or $0.04 EPS, of the aforementioned businesses.

On a full-year basis, the Company generated a net loss of $2.9 million, or $0.02 EPS. Included in this amount is a $6.9 million loss on sale of DEK International, which was sold in the third quarter of 2014 and a $3.2 million gain to adjust the gain on sale of Everett Charles Technologies, which was sold in the fourth quarter of 2013. Also included in the results of discontinued operations is $26.3 million of earnings, or $0.16 EPS, attributable to the operations of Datamax O'Neil and Sargent Aerospace. Earnings from discontinued operations also include the results of Knowles Corporation, prior to the distribution on February 28, 2014, as well as the related spin-off costs incurred by Dover during the period, which totaled a loss of approximately $21.8 million, or $0.13 EPS.

Restructuring and Other Costs

During the quarter, the Company took actions to adjust our costs and streamline our businesses, resulting in $37.4 million, or $0.16 EPS, of restructuring charges. These charges were incurred at each of our business segments, including $5.8 million in Energy, $3.7 million in Engineered Systems, $2.8 million in Fluids, and $24.9 million in Refrigeration & Food Equipment. The Company expects to record an additional $17 to $20 million in restructuring charges in the first quarter of 2015, with the majority of these charges in the Energy segment. The Company also recorded a $3.6 million, or $0.01 EPS, pension settlement charge in the fourth quarter of 2014.

Tax Rate

The effective tax rate on continuing operations was 25.6% and 28.5% for the fourth quarters of 2014 and 2013, respectively. On a full year basis, the effective tax rates on continuing operations for 2014 and 2013 were 28.9% and 23.8%, respectively. The 2014 and 2013 rates were favorably impacted by discrete and other items, as shown in the reconciliation for quarterly earnings per share included herein. After adjusting for discrete and other items, the fourth quarter effective tax rates were 27.3% and 29.5% for 2014 and 2013, respectively, and the full year rates were 29.9% and 31.0% for 2014 and 2013, respectively. The lower rates for the quarter and full year primarily reflect the tax benefits associated with restructuring charges and lower rates in foreign jurisdictions. The fourth quarter rate was also favorably impacted by the extension of the R&D credit.

Revenue Growth Factors

 	2014	
 	Q1	 	Q2	 	Q3	 	Q4	 	Full Year	
Organic	4	%	 	4	%	 	5	%	 	6	 %	 	4	%	
Acquisitions	3	%	 	3	%	 	4	%	 	7	 %	 	4	%	
Currency translation	—	%	 	—	%	 	—	%	 	(2	)%	 	—	%	
 	7	%	 	7	%	 	9	%	 	11	 %	 	8	%	

Free Cash Flow

The following table is a reconciliation of free cash flow (a non-GAAP measure) from cash flow provided by operating activities:

 	Three Months Ended December 31,	 	Years Ended December 31,	
 	2014	 	2013	 	2014	 	2013	
Free Cash Flow (dollars in thousands)	 	 	 	 	 	 	 	
Cash flow provided by operating activities	$	447,430	
 	 	$	417,850	
 	 	$	952,816	
 	 	$	979,612	
 	
Less: Capital expenditures	(57,256	)	 	(46,860	)	 	(166,033	)	 	(141,694	)	
Free cash flow	$	390,174	
 	 	$	370,990	
 	 	$	786,783	
 	 	$	837,918	

Free cash flow as a percentage of revenue	19.7	%	 	20.8	%	 	10.1	%	 	11.7	%	
 	 	 	 	 	 	 	 	
Free cash flow as a percentage of earnings from continuing operations	 	 	 	 	101.1	%	 	105.1	%	

The full year decrease in 2014 free cash flow reflects a higher investment in working capital year over year, higher capital expenditures, and lower earnings from continuing operations.

Share Repurchases

During the year ended December 31, 2014, the Company purchased a total of approximately 7.5 million shares of its common stock in the open market at a total cost of $601.1 million, or $80.50 per share. The Company completed its November 2012 $1.0 billion stock repurchase program in 2014 through the repurchase of 3.6 million shares. The remaining 3.9 million of share repurchases in 2014 were made pursuant to the share repurchase program approved in May 2012. As of December 31, 2014, the approximate number of shares still available for repurchase under the May 2012 share repurchase authorization was 38,041.

Capitalization

The following table provides a summary reconciliation of total debt and net debt to net capitalization to the most directly comparable GAAP measures:

 	 	 	 	 	 	 	 	 	
Net Debt to Net Capitalization Ratio (in thousands)	 	December 31, 2014	 	December 31, 2013	
Current maturities of long-term debt	 	$	299,956	
 	 	$	2,778	
 	
Commercial paper	 	478,000	
 	 	226,500	
 	
Long-term debt	 	2,253,041	
 	 	2,599,201	
 	
Total debt	 	3,030,997	
 	 	2,828,479	
 	
Less: Cash and cash equivalents	 	(681,581	)	 	(803,882	)	
Net debt	 	2,349,416	
 	 	2,024,597	
 	
Add: Stockholders' equity	 	3,700,725	
 	 	5,377,396	
 	
Net capitalization	 	$	6,050,141	
 	 	$	7,401,993	
 	
Net debt to net capitalization	 	38.8	%	 	27.4	%	

Non-GAAP Information:

These Investor Supplement tables contain non-GAAP measures such as revenue including Sargent Aerospace and Datamax O'Neil and earnings including Sargent Aerospace and Datamax O'Neil, which is used in calculating earnings per share attributable to Sargent Aerospace and Datamax O'Neil. These tables also contain non-GAAP measures of adjusted earnings from continuing operations used in calculating adjusted diluted earnings per common share. Management believes this information is useful to investors to better understand the company’s ongoing profitability and facilitates easier comparisons of the company’s profitability to prior and future periods and to its peers. The company has also disclosed herein a number of non-GAAP measures related to free cash flow and the ratio of net debt to net capitalization. Management believes these metrics are important measures of the company's operating performance and liquidity. Free cash flow information provides both management and investors a measurement of cash generated from operations that is available to fund acquisitions, pay dividends, repay debt and repurchase common stock, while the net debt to net capitalization ratio is helpful in evaluating the company's capital structure and the amount of leverage employed.

Earnings Conference Call Fourth Quarter 2014 January 27, 2015 – 9:00am CT

 

2 Forward looking statements and non-GAAP measures We want to remind everyone that our comments may contain forward-looking statements that are inherently subject to uncertainties and risks. We caution everyone to be guided in their analysis of Dover Corporation by referring to the documents we file from time to time with the SEC, including our Form 10-K for 2013, for a list of factors that could cause our results to differ from those anticipated in any such forward-looking statements. We would also direct your attention to our website, www.dovercorporation.com, where considerably more information can be found. This document contains non-GAAP financial information. Reconciliations of non-GAAP measures are included either in this presentation or Dover’s earnings release and investor supplement for the fourth quarter and full year 2014. 2

 

3 $0.50 $0.70 $0.90 $1.10 $1.30 $1.50 Q1* Q2* Q3* Q4* Q1* Q2 Q3* Q4* Q4 2014 Performance Adjusted Earnings Per Share* (continuing operations) Q4 Q4/Q4 * Excludes discrete & other tax benefits of $0.02 in Q1 2013, $0.36 in Q2 2013, $0.04 in Q3 2013, $0.01 in Q4 2013, $0.01 in Q1 2014, $0.03 in Q3 2014 and $0.02 in Q4 2014; excludes other one-time gains of $0.02 in Q3 2013 (a) See Press Release for free cash flow reconciliation 3 Quarterly Comments 2013 2014  11% revenue growth is led by Energy & Fluids at 20% and 10%, respectively; organic revenue growth at each segment  United States, Europe and Asia markets were solid; Latin America remained weak  Segment margin of 14.8% was impacted by restructuring and normal purchase price accounting costs, adjusting for these costs margin was 17.3%  Bookings growth of 4% is led by Energy and Engineered Systems  Book-to-bill of 0.95 Revenue $2.0B 11% $7.8B 8% Adj. EPS (cont.) $1.01 2% $4.54 10% Bookings $1.9B 4% $7.8B 8% Seg. Margins 14.8% -210 bps 17.3% -90 bps Organic Rev. 6% 4% Acq. Growth 7% 4% FCF (a) $390M 5% $787M -6% FY14 FY14/FY13 Note: Q4 2014 includes restructuring and other costs of $0.17

 

4 Revenue Q4 2014 Energy Engineered Systems Fluids Refrigeration & Food Equip Total Organic 1% 5% 9% 8% 6% Acquisitions 20% 4% 3% 1% 7% Currency -1% -3% -2% -1% -2% Total 20% 6% 10% 8% 11% FY 2014 Energy Engineered Systems Fluids Refrigeration & Food Equip Total Organic 3% 6% 8% 2% 4% Acquisitions 7% 4% 8% - 4% Currency -1% -1% - - - Total 9% 9% 16% 2% 8%

 

5 Printing & ID Industrial $343 $374 $526 $535 $249 $248 $351 $346 $459 $368 $0 $200 $400 $600 $800 DE Q3 DE Q4 DES Q3 DES Q4 DF Q3 DF Q4 DRE Q3 DRE Q4 Sequential Results – Q3 2014 → Q4 2014 5 $355 $345 $507 $550 $257 $247 $362 $377 $529 $459 $0 $200 $400 $600 $800 DE Q3 DE Q4 DES Q3 DES Q4 DF Q3 DF Q4 DRE Q3 DRE Q4 Revenue +8% -20% -13% -2% +4% +5% -3% +2% Bookings

 

6 Energy  Strong revenue growth in Drilling & Production driven by recent acquisitions, the completion of U.S. shale projects and solid Middle East activity  Bearings & Compression results reflect solid compression end-markets  Lower oil prices will impact results going forward; restructuring charges in Q1 2015 expected to be $13M to $15M  Adjusted margin exceeded expectations at 22.5%  Bookings growth of 21% largely driven by recent acquisitions  Book-to-bill at 0.97 6 Q4 2014 Q4 2013 % Change Revenue $550 $458 20% Earnings $105 $112 -6% Margin 19.1% 24.5% -540 bps Adj. Earnings* $124 $112 11% Adj. Margin* 22.5% 24.5% -200 bps Bookings $535 $440 21% Revenue by End-Market % of Q4 Revenue Y / Y Growth Drilling & Production 73% 19% Bearings & Compression 16% 3% Automation 11% 72% $ in millions * Q4 2014 earnings adjusted for $6M in restructuring costs and $13M impact of purchase price accounting for Accelerated acquisition

 

7 Engineered Systems  Revenue growth is broad- based – Printing & Identification solid results driven by digital printing; partially offset by European softness – Industrial growth was broad-based, led by auto- related and waste handling businesses  Adjusted margin was solid at 16.4% driven by the benefits of productivity and volume  Broad-based bookings growth of 11%  Book-to-bill of 1.05 7 Q4 2014 Q4 2013 % Change Revenue $592 $558 6% Earnings $ 93 $ 87 7% Margin 15.7% 15.7% Flat Adj. Earnings* $ 97 $ 87 11% Adj. Margin* 16.4% 15.7% 70 bps Bookings $623 $559 11% Revenue by End-Market % of Q4 Revenue Y / Y Growth Printing & Identification 42% 4% Industrial 58% 8% $ in millions * Q4 2014 earnings adjusted for $4M in restructuring costs

 

8 Fluids  Revenue growth driven by strong demand in Fluid Transfer and improved pump volume – Fluid Transfer continues to benefit from increased safety and environmental regulations – Pumps results driven by chemical end-markets  Adjusted segment margin of 17.4% up on volume leverage  Bookings decline primarily related to the timing of project-related orders in Pumps  Book-to-bill at 0.92 8 Q4 2014 Q4 2013 % Change Revenue $377 $344 10% Earnings $ 63 $ 55 14% Margin 16.7% 16.0% 70 bps Adj. Earnings* $ 66 $ 55 20% Adj. Margin* 17.4% 16.0% 140 bps Bookings $346 $352 -2% Revenue by End-Market % of Q4 Revenue Y / Y Growth Pumps 45% 6% Fluid Transfer 55% 13% $ in millions * Q4 2014 earnings adjusted for $3M in restructuring costs

 

9 Refrigeration & Food Equipment  Revenue growth driven by strong performance in Refrigeration markets, supported by shipments of Q3 push-outs  Adjusted segment margin performance reflects improved performance and leverage on refrigeration volume, partially offset by product mix  Bookings impacted by the anticipated decline in refrigeration orders and the timing of food equipment orders  Book-to-bill at 0.80 9 Q4 2014 Q4 2013 % Change Revenue $459 $426 8% Earnings $ 31 $ 47 -34% Margin 6.7% 10.9% -420 bps Adj. Earnings* $ 56 $ 47 19% Adj. Margin* 12.2% 10.9% 130 bps Bookings $368 $451 -18% Revenue by End-Market % of Q4 Revenue Y / Y Growth Refrigeration 75% 11% Food Equipment 25% -1% $ in millions * Q4 2014 earnings adjusted for $25M in restructuring costs

 

10 Q4 2014 Overview 10 Q4 2014 Net Interest Expense $31 million, up $1 million from last year and in- line with expectations Corporate Expense $30 million, slightly down from last year, generally in-line with expectations; includes $3.6 million pension settlement Effective Tax Rate (ETR) Q4 rate was 27.3%, excluding $0.02 discrete tax benefit; lower than prior forecast due to R&D tax credit and tax benefits related to restructuring Capex $57 million, roughly in-line with expectations Share Repurchases Repurchased 2.7M shares ($208M) in quarter

 

11 Energy Update Oil & gas fundamentals have significantly declined since Dover Day Market Organic Growth Acq. Growth FX Impact Total Growth Organic Growth Acq. Growth FX Impact Total Growth Drilling and Prod. (5% - 2%) 8% - 11% (≈ 1%) 2% - 8% (19% - 17%) ≈ 7% (≈ 1%) (14% - 11%) Bearings and Comp. 2% - 4% - (≈ 1%) 1% - 3% 2% - 4% - (≈ 1%) 1% - 3% Automation 2% - 4% 17% - 19% - 18% - 22% (2%) - 3% 10% - 11% - 9% - 13% Total (3%) - 0% 8% - 10% (≈ 1%) 4% - 9% (14% - 11%) ≈ 6% (≈ 1%) (9% - 6%) Dover Day 2015 Forecast (12/8/14) Current 2015 Forecast

 

12 FY 2015 Guidance  Revenue – Organic revenue: 1% - (2%) – Completed acquisitions: ≈ 2% – FX impact: (2%) – Total revenue: 1% - (2%)  Corporate expense: ≈ $125 million  Interest expense: ≈ $130 million  Full-year tax rate: ≈ 30.0%  Capital expenditures: ≈ 2.3% of revenue  FY free cash flow: ≈ 11% of revenue 2015 Organic growth rate Energy (11% - 14%) Engineered Systems 3% - 5% Fluids 5% - 7% Refrigeration & Food Equipment ≈ 2% Total organic 1% - (2%) Acquisitions ≈ 2% (a) FX Impact (2%) Total growth 1% - (2%) (a) Reflects completed acquisitions as of 12/31/14

 

13 2015 EPS Guidance – Continuing Ops  2014 EPS – Continuing Ops (GAAP) $ 4.61 – Less 2014 tax items(1): (0.07)  2014 Adjusted EPS $ 4.54 – Net restructuring and one-time items(2): 0.09 - 0.10 – Performance including restructuring benefits: (0.06) - 0.10 – Acquisitions(3): (0.03 - 0.01) – Shares(4): 0.27 - 0.29 – Interest / Corp. / Tax rate / Other (net): (0.11 - 0.07)  2014 EPS – Continuing Ops $4.70 - $4.95 (1) $0.01 in Q1 2014 , $0.03 in Q3 2014 and $0.02 in Q4 2014 (3) Deals completed as of December 31, 2014, principally Accelerated (4) Based on 2015 estimated repurchases of $600M (2) Includes restructuring charges of $0.16 in Q4 2014 and $0.07 - $0.08 in Q1 2015, and pension settlement costs of $0.01 in Q4 2014

 

 

15  2013 EPS – GAAP Continuing Ops(1) $ 1.00 4.60 – Less 2013 tax benefits and other one-time gains (2): (0.01) (0.46)  2013 Adjusted EPS $ 0.99 $ 4.14 – Performance: 0.08 0.30 – Acquisitions(3): 0.00 0.01 – Corporate expenses: 0.01 0.05 – Interest / Shares / Tax rate (net): 0.10 0.21 – Q4 restructuring and other one-time items(4): (0.17) (0.17)  2014 Adjusted EPS Continuing Ops(5) $ 1.01 $ 4.54 – Add-back 2014 tax benefits and other one-time gains(6): 0.02 0.07  2014 EPS – GAAP Continuing Ops(7) $ 1.03 $ 4.61 2014 Adjusted EPS Reconciliation – Continuing Ops (1) Excludes the EPS impact of Datamax - O’Neil and Sargent which were classified as discontinued operations in Q4 2014; $0.06 in Q4 2013 and $0.21 for FY 2013 (2) $0.02 in Q1 2013 , $0.36 in Q2 2013, $0.06 in Q3 2013, $0.01 in Q4 2013 (3) Includes the impact of acquisitions closed in Q3 2014 and Q4 2014 (4) Includes restructuring charges of $0.16 and pension settlement costs of $0.01 in Q4 2014 FY 2014 Q4 2014 (7) Excludes the EPS impact of Datamax - O’Neil and Sargent which were classified as discontinued operations in Q4 2014; $0.04 in Q4 2014 and $0.16 for FY 2014 10% Growth Excluding Datamax O’Neil and Sargent, 2014 FY Adjusted EPS guidance was $4.39 - $4.46(7) (6) Includes discrete and other tax benefits of $0.01 in Q1 2014, $0.03 in Q3 2014 and $0.02 in Q4 2014 (5) Excludes discrete and other tax benefits of $0.01 in Q1 2014, $0.03 in Q3 2014 and $0.02 in Q4 2014