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 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

EX-99.1

Exhibit 99.1

CONTACT:

Paul Goldberg

Vice President - Investor Relations

(212) 922-1640

DOVER REPORTS FOURTH QUARTER AND FULL YEAR2014 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 YEAR2014

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 YEAR2014

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.

EX-99.2

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