8-K

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 24, 2013

________________________________

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 24, 2013, 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, 2012; 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, 2012.

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.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

The following exhibits are furnished as part of this report:

99.1 Dover Corporation Press Release dated January 24, 2013.

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 24, 2013	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 24, 2013
99.2	Presentation Slides posted on Dover Corporation’s website at http://www.dovercorporation.com

EX-99.1

Exhibit 99.1

CONTACT:

Paul Goldberg

Vice President - Investor Relations

(212) 922-1640

DOVER REPORTS FOURTH QUARTER AND FULL YEAR2012 RESULTS; REAFFIRMS 2013 GUIDANCE

• Reports quarterly revenue of $2.0 billion, an increase of 6% over the prior year

• Delivers quarterly diluted earnings per share from continuing operations of $1.16, an increase of 10% over last year

• Achieves adjusted quarterly diluted earnings per share from continuing operations of $1.09, excluding tax benefits of $0.07, up 7% from an adjusted prior year

• Reaffirms 2013 full year revenue growth of 7% to 9% and diluted earnings per share from continuing operations in the range of $5.05 to $5.35

Downers Grove, Illinois, January 24, 2013 — Dover (NYSE: DOV) announced today that for the fourth quarter ended December 31, 2012, revenue was $2.0 billion, an increase of 6% over the prior year period. The revenue increase was driven by organic growth of 2% and a 5% increase from acquisitions, offset in part by a 1% unfavorable impact from foreign exchange. Earnings from continuing operations were $208.2 million, or $1.16 diluted earnings per share (“EPS”), compared to $197.3 million, or $1.05 EPS, in the prior year period, representing increases in earnings from continuing operations and EPS of 6% and 10%, respectively. Excluding the impact of tax benefits of $0.07 EPS recognized in the current quarter and $0.03 EPS recognized in the prior year period, adjusted EPS from continuing operations for the fourth quarter of 2012 was $1.09, reflecting an increase of 7% over an adjusted EPS of $1.02 in the prior year period.

Revenue for the year ended December 31, 2012 was $8.1 billion, an increase of 10% over the prior year, reflecting organic growth of 5%, a 6% increase from acquisitions and a 1% unfavorable impact from foreign exchange. Earnings from continuing operations for the year ended December 31, 2012 were $833.1 million, or $4.53 EPS, compared to $773.2 million, or $4.09 EPS in the prior year period, representing an increase in earnings from continuing operations of 8% and an increase in EPS of 11%. Excluding the impact of tax benefits of $0.09 EPS in the current year and $0.22 EPS in the prior year, adjusted EPS from continuing operations for the year ended December 31, 2012 was $4.44, an increase of 15% over an adjusted EPS of $3.87 in the prior year.

Commenting on the fourth quarter results, Dover's President and Chief Executive Officer, Robert A. Livingston, said, “I am pleased with our fourth quarter results as all our segments recorded organic growth, and the majority of our end-markets continued to show strength in orders, despite uncertain economic conditions. Within Communication Technologies, we saw the continuation of a strong smart phone market and we achieved improved sequential performance at Sound Solutions. Our Energy segment demonstrated its resiliency by posting modest organic growth despite a lower North American rig count. Engineered Systems continued to see a very active refrigeration and food equipment market, while Printing & Identification's fast moving consumer goods market continued to expand. We also closed several acquisitions in the quarter, most notably

Anthony, which will strengthen our refrigeration product offering and expand our markets and channels.”

“For the year, we generated nearly $1 billion in free cash flow, supported by strong cash conversion in the fourth quarter. Our solid cash flow is a key element in the continued execution of our capital allocation strategy. Specifically, we made significant internal and acquisition investments in our five key growth spaces, we returned cash in the form of expanded dividends and began execution on our $1 billion share repurchase program announced in November.”

“Looking ahead, our full year view of 2013 is unchanged from our December 10, 2012 investor day guidance. We expect full year organic growth of 3% to 5% complemented by acquisition growth of 4%, resulting in revenue growth of 7% to 9%. The benefits of leverage on volume coupled with a lower share count from our repurchase program will help us deliver solid earnings growth. Accordingly, we are reaffirming full year diluted EPS from continuing operations in the range of $5.05 - $5.35.”

Net earnings for the fourth quarter of 2012 were $159.9 million or $0.89 EPS, including a net loss from discontinued operations of $48.4 million, or $0.27 EPS, compared to net earnings of $278.3 million, or $1.49 EPS, for the same period of 2011, which included net income from discontinued operations of $81.0 million, or $0.43 EPS. As previously announced, two non-core businesses serving the electronic assembly and test markets were reclassified to discontinued operations during the fourth quarter, with the intent to divest these businesses in 2013. In connection with the plan to divest, a goodwill impairment charge of $51.9 million, net of tax, or $0.29 EPS was recognized, which is reflected within discontinued operations in the fourth quarter and full year periods. Net earnings for the year ended December 31, 2012 were $811.1 million, or $4.41 EPS, including a net loss from discontinued operations of $22.0 million, or $0.12 EPS, compared to net earnings of $895.2 million, or $4.74 EPS for the same period of 2011, which included net income from discontinued operations of $122.1 million or $0.65 EPS.

Dover will host a webcast of its fourth quarter 2012 conference call at 10:00 A.M. Eastern Time (9:00 A.M. Central Time) on Thursday, January 24, 2013. 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 over $8 billion. For over 50 years, Dover has been delivering outstanding products and services that reflect its market leadership and commitment to operational and technical excellence. The Company's entrepreneurial business model encourages, promotes and fosters deep customer engagement which has led to Dover's well-established and valued reputation for providing superior customer service and industry-leading product innovation. Dover focuses on innovative equipment and components, specialty systems and support services through its four major operating segments: Communication Technologies, Energy, Engineered Systems and Printing & Identification. Headquartered in Downers Grove, Illinois, Dover employs 35,000 people worldwide. Dover is traded on the New York Stock Exchange under “DOV.” Additional information is available on our website at www.dovercorporation.com.

Forward-Looking Statement:

This press release contains “forward-looking” statements within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, operating and strategic plans, income, earnings, cash flows, changes in operations, operating improvements, industries in which Dover companies operate and the U.S. and global economies. Statements in this press release that are not historical may be indicated by words or phrases such as “anticipates,” “expects,” “believes,” “indicates,” “suggests,” “will,” “plans,” “supports,” “projects,” “should,” “would,” “could,” “hope,” “forecast” and “management is of the opinion,” use of 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, uncertainties in the credit and capital markets, interest rates, currency exchange rates, the world economy and sovereign credit, especially in Europe; political events and possible future terrorist threats that could impact countries where Dover does business or the worldwide economy; the impact of natural disasters and their effect on global supply chains and energy markets; increases in the cost of raw materials; the Company's ability to achieve expected savings from integration, synergy and other cost-control initiatives; the ability to identify and successfully consummate value-adding acquisition opportunities; increased competition and pricing pressures in the markets served by Dover's operating companies; the ability of Dover's companies to expand into new geographic markets and to anticipate and meet customer demands for new products and product enhancements; the impact of loss of a single-source manufacturing facility; changes in customer demand; a downgrade in Dover's credit ratings; the relative mix of products and services which impacts margins and operating efficiencies; short-term capacity constraints; domestic and foreign governmental and public policy changes including environmental regulations, tax policies, export subsidy programs, R&E credits and other similar programs; unforeseen developments in contingencies such as litigation; protection and validity of patent and other intellectual property rights; and the cyclical nature of some of Dover's companies. 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 in this press release. Dover undertakes no obligation to update any forward-looking statement.

INVESTOR SUPPLEMENT - FOURTH QUARTER AND FULL YEAR2012

DOVER CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS

(unaudited)(in thousands, except per share data)

	Three Months Ended December 31,						Years Ended December 31,
	2012			2011			2012			2011
Revenue	$	2,013,831		$	1,890,962		$	8,104,339		$	7,369,154
Cost of goods and services	1,240,087			1,172,629			4,997,274			4,524,351
Gross profit	773,744			718,333			3,107,065			2,844,803
Selling and administrative expenses	469,668			434,732			1,841,688			1,720,954
Operating earnings	304,076			283,601			1,265,377			1,123,849
Interest expense, net	30,996			29,057			121,141			115,525
Other expense (income), net	809			(3,265		)	6,665			(1,938		)
Earnings before provision for income taxes and discontinued operations	272,271			257,809			1,137,571			1,010,262
Provision for income taxes	64,047			60,542			304,452			237,076
Earnings from continuing operations	208,224			197,267			833,119			773,186
Earnings (loss) from discontinued operations, net (1)	(48,364		)	81,022			(22,049		)	122,057
Net earnings	$	159,860		$	278,289		$	811,070		$	895,243
Basic earnings per common share:
Earnings from continuing operations	$	1.17		$	1.07		$	4.59		$	4.16
Earnings (loss) from discontinued operations, net (1)	(0.27		)	0.44			(0.12		)	0.66
Net earnings	0.90			1.51			4.47			4.82
Weighted average shares outstanding	177,257			184,686			181,551			185,882
Diluted earnings per common share:
Earnings from continuing operations	$	1.16		$	1.05		$	4.53		$	4.09
Earnings (loss) from discontinued operations, net (1)	(0.27		)	0.43			(0.12		)	0.65
Net earnings	0.89			1.49			4.41			4.74
Weighted average shares outstanding	179,365			187,208			183,993			188,887
Dividends paid per common share	$	0.35		$	0.315		$	1.33		$	1.18

(1) For the three months and year ended December 31, 2012, the loss from discontinued operations, net reflects a goodwill impairment charge of approximately $64 million ($52 million, net of tax) recognized in connection with the reclassification of Everett Charles Technologies and DEK to discontinued operations.

DOVER CORPORATION

QUARTERLY SEGMENT INFORMATION

(unaudited)(in thousands)

	2012															2011
	Q1			Q2			Q3			Q4			FY 2012			Q1			Q2			Q3			Q4			FY 2011
REVENUE
Communication Technologies	$	357,575		$	361,689		$	396,470		$	400,851		$	1,516,585		$	269,582		$	288,843		$	405,357		$	396,295		$	1,360,077
Energy	531,570			538,786			562,263			539,985			2,172,604			425,424			454,327			510,608			510,390			1,900,749
Engineered Systems
Fluid Solutions	180,364			211,974			218,324			206,500			817,162			163,196			178,031			173,804			162,590			677,621
Refrigeration & Industrial	642,213			674,501			674,116			613,012			2,603,842			560,453			645,573			649,768			568,844			2,424,638
Eliminations	(453		)	(352		)	(319		)	(336		)	(1,460		)	(382		)	(424		)	(431		)	(287		)	(1,524		)
	822,124			886,123			892,121			819,176			3,419,544			723,267			823,180			823,141			731,147			3,100,735
Printing & Identification	243,570			251,875			246,945			254,141			996,531			240,775			253,226			260,546			253,689			1,008,236
Intra-segment eliminations	(225		)	(184		)	(194		)	(322		)	(925		)	—			18			(102		)	(559		)	(643		)
Total consolidated revenue	$	1,954,614		$	2,038,289		$	2,097,605		$	2,013,831		$	8,104,339		$	1,659,048		$	1,819,594		$	1,999,550		$	1,890,962		$	7,369,154
NET EARNINGS
Segment Earnings:
Communication Technologies	$	46,556		$	50,322		$	63,706		$	58,376		$	218,960		$	47,325		$	54,527		$	53,433		$	71,097		$	226,382
Energy	132,115			133,936			139,038			133,561			538,650			93,051			110,447			125,268			121,871			450,637
Engineered Systems	122,092			133,808			144,245			101,807			501,952			98,235			128,570			125,529			92,852			445,186
Printing & Identification	26,089			28,918			39,502			40,650			135,159			31,985			35,294			40,843			33,439			141,561
Total Segments	326,852			346,984			386,491			334,394			1,394,721			270,596			328,838			345,073			319,259			1,263,766
Corporate expense / other	36,546			36,335			32,001			31,127			136,009			36,112			35,391			34,083			32,393			137,979
Net interest expense	30,031			29,715			30,399			30,996			121,141			28,319			28,093			30,056			29,057			115,525
Earnings from continuing operations before provision for income taxes	260,275			280,934			324,091			272,271			1,137,571			206,165			265,354			280,934			257,809			1,010,262
Provision for income taxes	73,866			75,778			90,761			64,047			304,452			51,020			52,095			73,419			60,542			237,076
Earnings from continuing operations	186,409			205,156			233,330			208,224			833,119			155,145			213,259			207,515			197,267			773,186
Earnings (loss) from discontinued operations, net	9,654			8,945			7,716			(48,364		)	(22,049		)	39,760			36,510			(35,235		)	81,022			122,057
Net earnings	$	196,063		$	214,101		$	241,046		$	159,860		$	811,070		$	194,905		$	249,769		$	172,280		278,289			$	895,243
SEGMENT OPERATING MARGIN
Communication Technologies	13.0		%	13.9		%	16.1		%	14.6		%	14.4		%	17.6		%	18.9		%	13.2		%	17.9		%	16.6		%
Energy	24.9		%	24.9		%	24.7		%	24.7		%	24.8		%	21.9		%	24.3		%	24.5		%	23.9		%	23.7		%
Engineered Systems	14.9		%	15.1		%	16.2		%	12.4		%	14.7		%	13.6		%	15.6		%	15.2		%	12.7		%	14.4		%
Printing & Identification	10.7		%	11.5		%	16.0		%	16.0		%	13.6		%	13.3		%	13.9		%	15.7		%	13.2		%	14.0		%
Total Segment	16.7		%	17.0		%	18.4		%	16.6		%	17.2		%	16.3		%	18.1		%	17.3		%	16.9		%	17.1		%
DEPRECIATION AND AMORTIZATION EXPENSE
Communication Technologies	$	31,513		$	32,828		$	32,997		$	35,281		$	132,619		$	18,685		$	18,533		$	34,360		$	30,261		$	101,839
Energy	21,184			23,533			24,639			25,721			95,077			18,573			18,765			19,399			21,082			77,819
Engineered Systems	19,582			23,913			23,060			27,066			93,621			18,415			18,816			18,332			19,213			74,776
Printing & Identification	8,331			8,496			8,777			7,998			33,602			8,163			8,476			8,364			8,479			33,482
Corporate	700			765			842			359			2,666			586			626			636			713			2,561
	$	81,310		$	89,535		$	90,315		$	96,425		$	357,585		$	64,422		$	65,216		$	81,091		$	79,748		$	290,477

DOVER CORPORATION

QUARTERLY SEGMENT INFORMATION

(continued)

(unaudited)(in thousands)

	2012															2011
	Q1			Q2			Q3			Q4			FY 2012			Q1			Q2			Q3			Q4			FY 2011
BOOKINGS
Communication Technologies	$	356,386		$	383,135		$	412,092		$	352,629		$	1,504,242		$	274,611		$	309,734		$	410,616		$	349,579		$	1,344,540
Energy	585,775			530,352			526,824			550,091			2,193,042			495,125			472,543			498,212			519,525			1,985,405
Engineered Systems
Fluid Solutions	184,711			204,139			197,767			209,872			796,489			173,626			175,539			174,772			158,895			682,832
Refrigeration & Industrial	711,911			666,223			600,065			606,931			2,585,130			660,449			623,929			602,488			625,840			2,512,706
Eliminations	(408		)	(376		)	(258		)	(399		)	(1,441		)	(733		)	(884		)	179			(1,378		)	(2,816		)
	896,214			869,986			797,574			816,404			3,380,178			833,342			798,584			777,439			783,357			3,192,722
Printing & Identification	249,773			251,733			244,611			252,937			999,054			247,812			254,226			262,685			253,632			1,018,355
Intra-segment eliminations	(609		)	(222		)	(760		)	(1,017		)	(2,608		)	(2,736		)	(3,370		)	(2,453		)	(3,153		)	(11,712		)
Total consolidated bookings	$	2,087,539		$	2,034,984		$	1,980,341		$	1,971,044		$	8,073,908		$	1,848,154		$	1,831,717		$	1,946,499		$	1,902,940		$	7,529,310
BACKLOG
Communication Technologies	$	435,912		$	457,624		$	473,007		$	424,144					$	410,843		$	431,558		$	483,512		$	437,320
Energy	296,360			282,364			248,233			256,093						240,198			255,889			243,401			246,351
Engineered Systems
Fluid Solutions	191,327			172,300			156,191			160,890						57,357			54,945			55,230			54,194
Refrigeration & Industrial	598,910			586,824			515,285			516,559						544,995			523,011			469,876			528,118
Eliminations	(132		)	(155		)	(94		)	(157		)				(339		)	(526		)	(94		)	(177		)
	790,105			758,969			671,382			677,292						602,013			577,430			525,012			582,135
Printing & Identification	102,117			98,216			98,356			97,857						100,231			101,426			97,405			94,557
Intra-segment eliminations	(986		)	(647		)	(324		)	$	(590	)				(704		)	(1,177		)	(890		)	(193		)
Total consolidated backlog	$	1,623,508		$	1,596,526		$	1,490,654		$	1,454,796					$	1,352,581		$	1,365,126		$	1,348,440		$	1,360,170

DOVER CORPORATION

QUARTERLY EARNINGS PER SHARE

(unaudited)(in thousands, except per share data*)

	2012												2011
	Q1		Q2		Q3		Q4			FY 2012			Q1		Q2		Q3			Q4		FY 2011
Basic earnings (loss) per common share:
Continuing operations	$	1.01	$	1.12	$	1.28	$	1.17		$	4.59		$	0.83	$	1.14	$	1.12		$	1.07	$	4.16
Discontinued operations	0.05		0.05		0.04		(0.27		)	(0.12		)	0.21		0.20		(0.19		)	0.44		0.66
Net earnings	1.07		1.17		1.33		0.90			4.47			1.04		1.34		0.93			1.51		4.82
Diluted earnings (loss) per common share:
Continuing operations	$	1.00	$	1.10	$	1.27	$	1.16		$	4.53		$	0.82	$	1.12	$	1.10		$	1.05	$	4.09
Discontinued operations	0.05		0.05		0.04		(0.27		)	(0.12		)	0.21		0.19		(0.19		)	0.43		0.65
Net earnings	1.05		1.15		1.31		0.89			4.41			1.03		1.32		0.91			1.49		4.74
Adjusted diluted earnings per common share (calculated below):
Continuing operations	$	1.01	$	1.10	$	1.25	$	1.09		$	4.44		$	0.78	$	0.99	$	1.08		$	1.02	$	3.87
Net earnings (loss) and average shares used in calculated earnings (loss) per share amounts are as follows:
Net earnings (loss):
Continuing operations	$	186,409	$	205,156	$	233,330	$	208,224		$	833,119		$	155,145	$	213,259	$	207,515		$	197,267	$	773,186
Discontinued operations	9,654		8,945		7,716		(48,364		)	(22,049		)	39,760		36,510		(35,235		)	81,022		122,057
Net earnings	196,063		214,101		241,046		159,860			811,070			194,905		249,769		172,280			278,289		895,243
Average shares outstanding:
Basic	183,737		183,494		181,763		177,257			181,551			186,659		186,443		185,770			184,686		185,882
Diluted	186,706		185,780		183,932		179,365			183,993			190,090		189,705		188,436			187,208		188,887

Note:
Earnings from continuing operations are adjusted by discrete and other tax items to derive adjusted earnings from continuing operations and adjusted diluted earnings per common share as follows:
	2012												2011
	Q1			Q2			Q3		Q4		FY 2012		Q1		Q2		Q3		Q4		FY 2011
Adjusted earnings from continuing operations:
Earnings from continuing operations	$	186,409		$	205,156		$	233,330	$	208,224	$	833,119	$	155,145	$	213,259	$	207,515	$	197,267	$	773,186
Gains (losses) from discrete and other tax items	(1,610		)	(372		)	4,513		13,606		16,137		8,016		24,983		2,777		4,967		40,743
Adjusted earnings from continuing operations	$	188,019		$	205,528		$	228,817	$	194,618	$	816,982	$	147,129	$	188,276	$	204,738	$	192,300	$	732,443
Adjusted diluted earnings per common share:
Earnings from continuing operations	$	1.00		$	1.10		$	1.27	$	1.16	$	4.53	$	0.82	$	1.12	$	1.10	$	1.05	$	4.09
Gains (losses) from discrete and other tax items	(0.01		)	—			0.02		0.07		0.09		0.04		0.13		0.02		0.03		0.22
Adjusted earnings from continuing operations	$	1.01		$	1.10		$	1.25	$	1.09	$	4.44	$	0.78	$	0.99	$	1.08	$	1.02	$	3.87
* Per share data may not add due to rounding.

DOVER CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(unaudited)(in thousands)

	December 31, 2012		December 31, 2011
Assets:
Cash and cash equivalents	$	800,076	$	1,206,755
Receivables, net of allowances	1,225,898		1,118,848
Inventories, net	872,841		733,807
Deferred tax and other current assets	129,029		188,768
Property, plant and equipment, net	1,167,052		970,703
Goodwill	4,094,650		3,506,975
Intangible assets, net	1,645,420		1,184,505
Other assets	111,432		103,331
Assets of discontinued operations	397,545		486,860
Total assets	$	10,443,943	$	9,500,552
Liabilities and Stockholders' Equity:
Notes payable and current maturities of long-term debt	$	610,766	$	1,022
Payables and accrued expenses	1,375,862		1,148,500
Deferred taxes and other noncurrent liabilities	1,139,777		958,341
Long-term debt	2,189,350		2,186,230
Liabilities of discontinued operations	208,958		275,904
Stockholders' equity	4,919,230		4,930,555
Total liabilities and stockholders' equity	$	10,443,943	$	9,500,552

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)(in thousands)

	Years Ended December 31,
	2012			2011
Operating activities:
Net earnings	$	811,070		$	895,243
Loss (gain) from discontinued operations, net	22,049			(122,057		)
Depreciation and amortization	357,585			290,477
Stock-based compensation	30,884			25,130
Contributions to employee benefit plans	(48,576		)	(63,567		)
Net change in assets and liabilities	88,148			(76,362		)
Net cash provided by operating activities of continuing operations	1,261,160			948,864
Investing activities:
Additions to property, plant and equipment	(297,012		)	(262,676		)
Acquisitions, including adjustment for prior year acquisition purchase price (net of cash and cash equivalents acquired)	(1,035,433		)	(1,382,217		)
Proceeds from sale of short-term investments	—			124,410
Proceeds from the sale of businesses	—			516,901
Other	(13,443		)	(8,848		)
Net cash used in investing activities of continuing operations	(1,345,888		)	(1,012,430		)
Financing activities:
Net increase in debt and notes payable	603,918			371,315
Purchase of common stock	(748,955		)	(242,488		)
Proceeds from exercise of stock options and SARs, including tax benefits	43,054			39,826
Dividends to stockholders	(240,959		)	(219,154		)
Net cash used in financing activities of continuing operations	(342,942		)	(50,501		)
Net cash provided by discontinued operations	4,879			117,311
Effect of exchange rate changes on cash	16,112			16,150
Net (decrease) increase in cash and cash equivalents	(406,679		)	19,394
Cash and cash equivalents at beginning of period	1,206,755			1,187,361
Cash and cash equivalents at end of period	$	800,076		$	1,206,755

DOVER CORPORATION

QUARTERLY FREE CASH FLOW

(unaudited)(in thousands)

	2012															2011
	Q1			Q2			Q3			Q4			FY 2012			Q1			Q2			Q3			Q4			FY 2011
Cash flow from operating activities	$	161,327		$	243,363		$	285,811		$	570,659		$	1,261,160		$	100,153		$	195,250		$	323,355		$	330,106		$	948,864
Less: Additions to property, plant and equipment	(68,249		)	(72,758		)	(67,842		)	(88,163		)	(297,012		)	(49,528		)	(71,106		)	(63,741		)	(78,301		)	(262,676		)
Free cash flow	$	93,078		$	170,605		$	217,969		$	482,496		$	964,148		$	50,625		$	124,144		$	259,614		$	251,805		$	686,188
Free cash flow as a percentage of earnings from continuing operations	49.9		%	83.2		%	93.4		%	231.7		%	115.7		%	32.6		%	58.2		%	125.1		%	127.6		%	88.7		%
Free cash flow as a percentage of revenue	4.8		%	8.4		%	10.4		%	24.0		%	11.9		%	3.1		%	6.8		%	13.0		%	13.3		%	9.3		%

ADDITIONAL INFORMATION

FOURTH QUARTER AND FULL YEAR2012

Acquisitions

During the fourth quarter of 2012, the Company completed four acquisitions, three in the Engineered Systems segment and one in the Energy segment. The fourth quarter acquisitions were largely funded with commercial paper borrowings. For the full year 2012, Dover made a total of seven acquisitions for consideration totaling $1.2 billion. This included the Engineered Systems' acquisitions of Maag Pump Systems in the first quarter and Anthony International in the fourth quarter.

Discontinued Operations

The Company did not dispose of any businesses in 2012. However, in the fourth quarter, the Company announced its intent to divest Everett Charles Technologies and DEK, two non-core businesses serving the electronic assembly and test markets. 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. In the fourth quarter of 2012, the Company recognized a goodwill impairment charge of $63.8 million ($51.9 million, net of tax) in connection with the intended divestiture. As a result, for the fourth quarter and full year periods of 2012, the Company generated net after-tax losses from discontinued operations of $0.27 diluted earnings per share ("EPS") and $0.12 EPS, respectively, reflecting the earnings from discontinued operations, offset by the fourth quarter goodwill impairment charge.

Tax Rate

The effective tax rate on continuing operations was 23.5% for the fourth quarters of 2012 and 2011. On a full year basis, the effective tax rates on continuing operations for 2012 and 2011 were 26.8% and 23.5%, respectively. The 2012 and 2011 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 28.5% and 25.4% for 2012 for 2011, respectively, and the full year rates were 28.2% and 27.5% for 2012 and 2011, respectively. The higher rates for the quarter and full year of 2012 reflect the impact of a higher proportion of U.S. earnings, partly offset by lower effective tax rates in foreign jurisdictions.

Revenue Growth Factors

	2012
	Q1		Q2		Q3		Q4		Full Year
Organic	12.6	%	6.1	%	2.3	%	2.1	%	5.5	%
Acquisitions	5.9	%	7.8	%	4.8	%	4.8	%	5.8	%
Currency translation	(0.7	)%	(1.9	)%	(2.2	)%	(0.4	)%	(1.3	)%
	17.8	%	12.0	%	4.9	%	6.5	%	10.0	%

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,
	2012			2011			2012			2011
Free Cash Flow(dollars in thousands)
Cash flow provided by operating activities	$	570,659		$	330,106		$	1,261,160		$	948,864
Less: Capital expenditures	(88,163		)	(78,301		)	(297,012		)	(262,676		)
Free cash flow	$	482,496		$	251,805		$	964,148		$	686,188
Free cash flow as a percentage of revenue	24.0		%	13.3		%	11.9		%	9.3		%
Free cash flow as a percentage of earnings from continuing operations							115.7		%	88.7		%

The full year increase in 2012 free cash flow reflects higher earnings from continuing operations before depreciation and amortization and a $129 million positive change in working capital year-over-year, offset in part by higher capital expenditures in 2012 necessary to fund expansion in the Company’s high-growth businesses.

Share Repurchases

During the year ended December 31, 2012, the Company purchased approximately 12.3 million shares of its common stock in the open market at an average price of $60.36 per share. The repurchases through November 1 were made pursuant to the Company's standing five-year authorization, which was renewed in May of 2012. At December 31, 2012, approximately 3.9 million shares remain authorized for repurchase under the current authorization, which expires in May of 2017. Repurchases subsequent to November 1 were made pursuant to an additional share repurchase program approved in November 2012, which authorized $1 billion for share repurchases over the next 12 to 18 months. At December 31, 2012, approximately $750 million remains available for repurchases under this program.

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, 2012			December 31, 2011
Current maturities of long-term debt	$	3,266		$	1,022
Commercial paper	607,500			—
Long-term debt	2,189,350			2,186,230
Total debt	2,800,116			2,187,252
Less: Cash and cash equivalents	(800,076		)	(1,206,755		)
Net debt	2,000,040			980,497
Add: Stockholders' equity	4,919,230			4,930,555
Net capitalization	$	6,919,270		$	5,911,052
Net debt to net capitalization	28.9		%	16.6		%

Non-GAAP Information:

These Investor Supplement tables contain non-GAAP measures of adjusted earnings from continuing operations used in calculating adjusted diluted earnings per common share, as 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.

EX-99.2

Fourth Quarter 2013 Earnings Conference Call January 24, 2013 - 9:00am CT

Forward Looking Statements We want to remind everyone that our comments may contain forward-looking statements that are inherently subject to uncertainties. We caution everyone to be guided in their analysis of Dover by referring to our Form 10-K 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 internet site, www.dovercorporation.com, where considerably more information can be found. 2

$0.40 $0.50 $0.60 $0.70 $0.80 $0.90 $1.00 $1.10 $1.20 $1.30 $1.40 Q1* Q2* Q3* Q4* Q1 Q2 Q3* Q4* Revenue $2.0B 6% $8.1B 10% EPS (cont.) $1.16 10% $4.53 11% Bookings $2.0B 4% $8.1B 7% Seg. Margins 16.6% -30 bps 17.2% +10 bps Organic Rev. 2% 5% Acq. Growth 5% 6% FCF (a) $482M 92% $964M 40% Dover’s Q4 2012 Performance Continuing Earnings Per Share • The majority of end-markets remain solid with strong growth in the MEMs, energy production, refrigeration & food equipment and fast moving consumer goods markets • Strong results driven by revenue growth, cost initiatives and share count • All segments show organic revenue growth • Sound Solutions improves sequentially • Margin of 16.6%, including acquisition related costs and restructuring of $14 million • Overall book-to-bill of 0.98 Q4 Q4/Q4 2011 * Includes discrete & other tax benefits of $0.04 in Q1 2011, $0.13 in Q2 2011, $0.02 in Q3 2011, $0.03 in Q4 2011, $0.02 in Q3 2012 and $0.07 in Q4 2012 FY $4.09 (a) See Press Release filed under Form 8-K for free cash flow reconciliation 3 Quarterly Comments Discrete tax benefits 2012 Adjusted continuing earnings per share FY12 FY12/FY11 FY $4.53

4 Revenue Q4 2012 Communication Technologies Energy Engineered Systems Printing & Identification Total Dover Organic 1% 1% 4% 1% 2% Acquisitions - 5% 9% - 5% Currency - - -1% -1% -1% Total 1% 6% 12% - 6% FY 2012 Communication Technologies Energy Engineered Systems Printing & Identification Total Dover Organic 2% 9% 6% 2% 5% Acquisitions 10% 5% 6% - 6% Currency -1% - -2% -3% -1% Total 11% 14% 10% -1% 10%

$674 $613 $247 $254 $396 $401 $562 $540 $218 $207 $0 $300 $600 $900 DCT Q3 DCT Q4 DE Q3 DE Q4 DES Q3 DES Q4 DPI Q3 DPI Q4 $600 $607 $245 $253 $412 $353 $527 $550 $198 $210 $0 $300 $600 $900 DCT Q3 DCT Q4 DE Q3 DE Q4 DES Q3 DES Q4 DPI Q3 DPI Q4 Sequential Results – Q3 12 → Q4 12 Fluid Solutions ↑ 1% ↓ 4% Refrigeration & Industrial ↓ 14% ↑ 4% ↑ 2% ↑ 3% $ in millions 5 Bookings ↓ 8% ↑ 3% Revenue

6 Communication Technologies • Within the Consumer Electronics market, strong MEMs revenue growth offset by expected lower year-over-year Sound Solutions volume • Improved sequential performance at Sound Solutions • Medical Technology and Aerospace/Defense were strong while Telecom remains weak • Margin impacted by soft Telecom markets, lower Sound Solutions revenue and $4.7M in one-time charges • Book-to-bill at 0.88 $ in millions Q4 2012 Q4 2011 % Change Revenue $401 $396 1% Earnings $ 58 $ 71 -18% Margin 14.6% 17.9% -330 bps Bookings $353 $350 Flat Quarterly Comments Revenue by End-Market % of Q4 Revenue Y / Y Growth Consumer Electronics 49% Flat Medical Technology 16% 12% Aerospace / Defense 26% 6% Telecom / Other 9% -18%

7 Energy • Revenue and earnings growth driven by production and downstream markets; drilling continues to slow as anticipated •Oil prices remain supportive of continued investment in production and international markets offer strong opportunities • Operating margin of 24.7% reflects strong execution • Bookings growth led by the production market • Book-to-bill at 1.02 $ in millions Quarterly Comments Q4 2012 Q4 2011 % Change Revenue $540 $510 6% Earnings $134 $122 10% Margin 24.7% 23.9% 80 bps Bookings $550 $520 6% Revenue by End-Market % of Q4 Revenue Y / Y Growth Drilling 17% -11% Production 56% 14% Downstream 27% 3%

8 Engineered Systems • Revenue growth in Refrigeration & Food Equipment was broad- based; revenue gains in Fluids were driven by recent acquisitions •Results in Fluids continue to be impacted by a weak Europe • Margin performance includes Anthony acquisition related costs, absent this acquisition margin would have been 15.4% • Bookings impacted by normal seasonality in the refrigeration market and the wind down of a major customer program • Book-to-bill at 1.00 $ in millions Quarterly Comments Q4 2012 Q4 2011 % Change Revenue $819 $731 12% Earnings $102 $ 93 10% Margin 12.4% 12.7% -30 bps Bookings $816 $783 4% Revenue by End-Market % of Q4 Revenue Y / Y Growth Fluids 25% 27% Refrigeration & Food Equipment 38% 16% Industrial 37% 1%

Printing & Identification • 4% organic revenue growth (ex. FX) in fast moving consumer goods offset by a sluggish industrial market decline • Operating margin increase reflects the benefits of prior restructuring, cost initiatives and a favorable customer mix • Several new product introductions are scheduled in the coming months •Book-to-bill at 1.00 $ in millions Quarterly Comments Q4 2012 Q4 2011 % Change Revenue $254 $254 flat Earnings $ 41 $ 33 22% Margin 16.0% 13.2% 280 bps Bookings $253 $254 flat 9 Revenue by End-Market % of Q4 Revenue Y / Y Growth Fast Moving Consumer Goods 60% 2% Industrial 40% -3%

Q4 2012 Overview Q4 2012 Net Interest Expense $31 million, up $2 million from last year, driven in part by higher debt levels connected with recent acquisitions Corporate Expense $31.0 million, down $1 million from last year, in-line with expectations Effective Tax Rate (ETR) Q4 normalized rate was 28.5%, excluding $0.07 cents of discrete tax benefits. Full year normalized rate was 28.2% after adjusting for $0.09 of discrete tax benefits Capex $88.2 million, in-line with expectations Share Repurchases Repurchased 5.8 million shares in the quarter, including 4 million under the November $1 billion program. Repurchased a total of 12.3 million shares in 2012. Share repurchase activity contributed $0.12 cents to 2012 EPS 10

FY 2013 Guidance – Revenue Growth by Segment 11 Segment 2012 Revenue Mix 2013F Organic Growth 2013F Acquisition Growth* Total Communication Technologies 19% 9% - 11% - 9% - 11% Energy 27% 3% - 5% ≈ 2% 5% - 7% Engineered Systems 42% 2% - 4% ≈ 8% 10% - 12% Printing & Identification 12% 2% - 4% - 2% - 4% Total ≈ $8.1 B 3% - 5% ≈ 4% 7% - 9% * Acquisitions already completed

FY 2013 Guidance  Revenue: • Organic revenue : ≈ 3% - 5% • Acquisitions: ≈ 4% • Total revenue: ≈ 7% - 9%  Corporate expense: ≈ $150 million  Interest expense: ≈ $130 million  Full-Year Tax Rate: ≈ 27.5% - 28.0%  Capital expenditures: ≈ 3% - 3.5% of revenue  FCF for full year: ≈ 10% of revenue 12 2013 EPS from continuing ops: $5.05 – $5.35

 2012 EPS – Continuing Ops $4.53 • Less 2012 tax benefits (1): ($0.09)  2012 Adjusted EPS – Continuing Ops $4.44 • Volume, mix, price (inc. FX): $0.28 - $0.46 • Net benefits of productivity: $0.12 - $0.22 • Acquisitions: $0.13 - $0.16 • Investment / Compensation: ($0.10 - $0.16) • Corporate expense: (0.05) • Interest / Shares / Tax Rate (net): $0.23 - $0.28  2012 EPS – Continuing Ops $5.05 - $5.35 2012 EPS Guidance Bridge - Cont. Ops (1) Negligible amounts in Q1 2012 & Q2 2012, $0.02 in Q3 2012 and $0.07 in Q4 2012 13