Dover (DOV) 10-K risk factor changes: FY2015 vs FY2014

The oil and gas industry historically has experienced periodic [removed: downturns.][added: downturns, including the significant downturn experienced in 2015.]

Given the long-term nature of many large-scale development projects, a significant downturn in the oil and gas industry could result in the reduction in demand for our energy [added: and pumps] products and services, and could have a material adverse effect on our financial condition, results of operations and cash flows.

Approximately [removed: 40%] [added: 39%] of our revenues from continuing operations for [removed: 2014] [added: 2015] and [removed: 41%] [added: 40%] of our revenues for [removed: 2013] [added: 2014] were derived outside the United States.

[added: | • |] Customer requirements and new regulations may increase our expenses and impact the availability of certain raw materials, which could adversely affect our revenue and operating profits. [added: |]

In addition, we cannot provide assurance that our costs of complying with new and evolving regulatory reporting requirements and current or future laws, including environmental protection, employment, data security, data privacy, and [removed: health and safety laws, will not exceed our estimates.]

In addition, we have invested in certain countries, including Brazil, Russia, India, and China, and may in the future invest in other countries, any of which may carry high levels of currency, political, compliance, [removed: and] [added: or] economic risk.

We may be unable to achieve synergies originally anticipated, exposed to unexpected liabilities [removed: and] [added: or] unable to [removed: to] sufficiently integrate completed acquisitions into our current business and growth model.

[removed: The defense of these lawsuits may require significant] expenses and divert management’s attention, and we may be required to pay damages that could adversely affect our financial condition.

If these systems are damaged, cease to function properly, or are subject to cyber-security attacks, such as those involving unauthorized access, malicious software and/or other intrusions, we could experience production downtimes, [added: operational delays, other detrimental impacts on our operations or ability to provide products and services to our customers, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems or networks, financial losses from remedial actions, loss of business or potential liability, and/or damage to our reputation.]

Three major ratings agencies (Moody’s, Standard and Poor’s, and Fitch Ratings) evaluate our credit profile on an ongoing basis and have each assigned high ratings for our [added: short-term and] long-term debt as of December 31, [removed: 2014.][added: 2015.]

In [added: addition, in] connection with the spin-off, Knowles agreed to indemnify us for any losses relating to the conduct of the Knowles business.

In particular, the prices of oil and natural gas were highly volatile in 2014 and 2015 and declined dramatically.

For example, foreign exchange rates had an unfavorable impact on our revenue for the year ended December 31, 2015.

health and safety laws, will not exceed our estimates.

The defense of these lawsuits may require significant

| • | A significant decline in the future economic outlook of our businesses and expected future cash flows could result in goodwill or intangible asset impairment charges which would negatively impact our results of operations. |

We have significant goodwill and intangible assets on our balance sheet as a result of current and past acquisitions.

The valuation and classification of these assets and the assignment of useful lives involve significant judgments and the use of estimates.

The testing of goodwill and intangibles for impairment requires significant use of judgment and assumptions, particularly as it relates to the determination of fair market value.

A decrease in the long-term economic outlook and future cash flows of our businesses could significantly impact asset values and potentially result in the impairment of intangible assets, including goodwill.

Charges relating to such impairments could have a material adverse effect on our financial condition and results of operations in the periods recognized.

Although fair values currently exceed carrying values in all of our businesses, the value of our businesses within the Energy segment were unfavorably impacted by the steep declines in revenue and order rates during the year as drilling and production activity fell due to unfavorable oil prices and lower U.S. rig counts.

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| • | The proposed disposition of certain of our businesses may not be completed on the currently contemplated timeline or terms, or at all. |

There can be no assurance that the contemplated dispositions will be completed on the anticipated terms or timeframe, or at all.

operational delays, other detrimental impacts on our operations or ability to provide products and services to our customers, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems or networks, financial losses from remedial actions, loss of business or potential liability, and/or damage to our reputation.

| • | In connection with the Knowles spin-off, the tax rules applicable to the distribution of shares to our shareholders may restrict us from engaging in certain corporate transactions or from raising equity capital beyond certain thresholds for a period of time after the spin-off, as applicable. |

We received a private letter ruling from the Internal Revenue Service ("IRS") substantively to the effect that, among other things, the distribution of shares to our shareholders, will qualify as tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code (the "Code").

To preserve the tax-free treatment of the distribution of shares to our shareholders, we will be subject to restrictions with respect to our activities, including restrictions relating to certain issuances or repurchases of our common stock, asset sales, mergers and liquidations.

These restrictions may limit our ability to pursue strategic transactions of a certain magnitude that involve the issuance or acquisition of our stock or engage in new businesses or other transactions that might increase the value of our business.

These restrictions may also limit our ability to raise significant amounts of cash through the issuance of stock, especially if our stock price were to suffer substantial declines, or through the sale of certain of our assets.

| • | Indemnification agreements with Knowles may not fully protect us against certain liabilities. |

There can be no assurance that the indemnity agreements will be sufficient to protect us against the full amount of any liabilities that may arise, or that the indemnitors will be able to fully satisfy their indemnification obligations.

The failure to receive amounts for which we are entitled to indemnification could adversely affect our results of operations, cash flows and financial condition.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand our results of operations and financial condition for the three years ended December 31, [removed: 2014.][added: 2015.]

Throughout this MD&A, we refer to measures used by management to evaluate performance, including a number of financial measures that are not defined under accounting principles generally accepted in the United States of America [removed: (GAAP).][added: ("GAAP").]

| ◦ | Critical Accounting Policies and [removed: Estimates and] Recent Accounting Standards |

| ◦ | [removed: Special Notes Regarding] Non-GAAP Disclosures |

[removed: Full year] [added: Our] 2014 consolidated revenue [removed: from continuing operations was] [added: increased 8.4% to] $7.8 [removed: billion, an increase of $597.6 million, as] [added: billion] compared [removed: to prior year] [added: with 2013,] reflecting [removed: an increase in] organic [removed: revenue] [added: growth] of 4.4%, [removed: a] [added: acquisition- related growth of] 4.4% [removed: increase in acquisition-related revenue] and a [removed: negligible] [added: slightly unfavorable] impact [removed: due to] [added: from] foreign currency translation.

[removed: For further discussion related to our] consolidated and segment results, see "Consolidated Results of Operations" and "Segment Results of Operations," respectively, within Management's Discussion and Analysis of Financial Condition and Results of Operations.

We acquired [removed: a total of seven] [added: four] businesses in [removed: 2014] [added: 2015] for total net consideration of [removed: $802.3] [added: $567.8] million.

These businesses were acquired [added: primarily] to complement and expand upon existing operations within our [removed: Energy,] Fluids and [removed: Refrigeration & Food Equipment segments and the Printing & Identification platform of the] Engineered Systems [removed: segment.][added: segments.]

These actions resulted in full year [removed: 2014] [added: 2015] restructuring charges of [removed: $44.8] [added: $55.2] million, of which [removed: $37.4] [added: $30.8] million was [removed: incurred in] [added: within] the [removed: fourth quarter of 2014.][added: Energy segment.]

The [removed: 2015] [added: 2016] cost savings expected to be realized as a result of the restructuring programs [added: and other cost management actions] initiated in [removed: late 2014 and early] 2015 is expected to be within the range of [removed: $70.0] [added: $40.0] million to [removed: $75.0] [added: $50.0] million.

In light of the economic [removed: uncertainty, particularly for the Energy] [added: uncertainty in certain of our] end [removed: markets,] [added: markets and our continued focus on improving our operating efficiency,] it is possible that additional programs may be implemented throughout the remainder of [removed: 2015.][added: 2016.]

During the year ended December 31, [removed: 2014,] [added: 2015,] the Company purchased a total of approximately [removed: 7.5] [added: 8.2] million shares of its common stock in the open market at a total cost of [removed: $601.1] [added: $600.2] million, or approximately [removed: $80.50] [added: $72.94] per share.

As of December 31, [removed: 2014,] [added: 2015,] the approximate number of shares still available for repurchase under the [removed: May 2012] [added: January 2015] share repurchase authorization was [removed: 0.1] [added: 6.8] million.

In [removed: addition,] [added: 2015] we continued our history of increasing our annual dividend payments to shareholders [removed: by paying $258.5] [added: and paid a total of $258.0] million in dividends [removed: in 2014.][added: to our shareholders.]

[removed: Within our total revenue forecast, organic] [added: This] growth [removed: is anticipated to] [added: will] be [removed: approximately] [added: comprised of an organic revenue decline of] 1% to [removed: (2%), completed] [added: 4%, growth from] acquisitions [removed: will provide] [added: of] approximately [removed: 2% growth,] [added: 7%,] and [removed: the impact of foreign currency translation is expected to have] a negative impact [added: from foreign currency] of [added: approximately] 2%.

If global or domestic economic conditions accelerate or deteriorate, [added: especially energy markets,] our operating results for [removed: 2015] [added: 2016] could be materially different than currently projected.

As discussed in Note [removed: 4] [added: 3] Disposed and Discontinued Operations to the Consolidated Financial Statements in Item 8 of this Form 10-K, in the fourth quarter of 2014, we reclassified certain businesses in the Engineered Systems segment to discontinued operations based on our decision to divest these businesses.

| (dollars in thousands, except per share figures) | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2014] [added: 2015] vs. [removed: 2013] [added: 2014] | | | [removed: 2013] [added: 2014] vs. [removed: 2012] [added: 2013] | |

| Revenue | | $ | [removed: 7,752,728] [added: 6,956,311] | | | $ | [removed: 7,155,096] [added: 7,752,728] | | | $ | [removed: 6,626,648] [added: 7,155,096] | | | [removed: 8.4] [added: (10.3] | [removed: %] [added: )%] | | [removed: 8.0] [added: 8.4] | % |

| Cost of goods and services | | [removed: 4,778,479] [added: 4,388,167] | | | | [removed: 4,376,505] [added: 4,778,479] | | | | [removed: 4,046,659] [added: 4,376,505] | | | | [removed: 9.2] [added: (8.2] | [removed: %] [added: )%] | | [removed: 8.2] [added: 9.2] | % |

| Gross profit | | [removed: 2,974,249] [added: 2,568,144] | | | | [removed: 2,778,591] [added: 2,974,249] | | | | [removed: 2,579,989] [added: 2,778,591] | | | | [removed: 7.0] [added: (13.7] | [removed: %] [added: )%] | | [removed: 7.7] [added: 7.0] | % |

| Gross profit margin | | [removed: 38.4] [added: 36.9] | | % | | [removed: 38.8] [added: 38.4] | | % | | [removed: 38.9] [added: 38.8] | | % | | [removed: (0.4] [added: (1.5] | ) | | [removed: (0.1] [added: (0.4] | ) |

| Selling and administrative expenses | | [removed: 1,758,765] [added: 1,647,382] | | | | [removed: 1,616,921] [added: 1,758,765] | | | | [removed: 1,520,961] [added: 1,616,921] | | | | [removed: 8.8] [added: (6.3] | [removed: %] [added: )%] | | [removed: 6.3] [added: 8.8] | % |

| Selling and administrative as a percent of revenue | | [removed: 22.7] [added: 23.7] | | % | | [removed: 22.6] [added: 22.7] | | % | | [removed: 23.0] [added: 22.6] | | % | | [removed: 0.1] [added: 1.0] | | | [removed: (0.4] [added: 0.1] | [removed: )] |

| Interest expense, net | | [removed: 127,179] [added: 127,257] | | | | [removed: 120,654] [added: 127,179] | | | | [removed: 121,269] [added: 120,654] | | | | [removed: 5.4] [added: 0.1] | % | | [removed: (0.5] [added: 5.4] | [removed: )%] [added: %] |

| Other [removed: (income) expense,] [added: income,] net | | [removed: (5,902] [added: (7,105] | | ) | | [removed: (4,970] [added: (5,902] | | ) | | [removed: 6,694] [added: (4,970] | | [added: )] | | nm* | | | nm* | |

| Provision for income taxes | | [removed: 316,067] [added: 204,729] | | | | [removed: 248,459] [added: 316,067] | | | | [removed: 280,990] [added: 248,459] | | | | [removed: 27.2] [added: (35.2] | [removed: %] [added: )%] | | [removed: (11.6] [added: 27.2] | [removed: )%] [added: %] |

| Effective tax rate | | [removed: 28.9] [added: 25.6] | | % | | [removed: 23.8] [added: 28.9] | | % | | [removed: 30.2] [added: 23.8] | | % | | [removed: 5.1] [added: (3.3] | [added: )] | | [removed: (6.4] [added: 5.1] | [removed: )] |

| Earnings from continuing operations | | [removed: 778,140] [added: 595,881] | | | | [removed: 797,527] [added: 778,140] | | | | [removed: 650,075] [added: 797,527] | | | | [removed: (2.4] [added: (23.4] | )% | | [removed: 22.7] [added: (2.4] | [removed: %] [added: )%] |

| [removed: (Loss) earnings] [added: Earnings (loss)] from discontinued operations, net | | [removed: (2,905] [added: 273,948] | | [removed: )] | | [removed: 205,602] [added: (2,905] | | [added: )] | | [removed: 160,995] [added: 205,602] | | | | nm* | | | nm* | |

| Earnings from continuing operations per common share - diluted | | $ | [removed: 4.61] [added: 3.74] | | | $ | [removed: 4.60] [added: 4.61] | | | $ | [removed: 3.53] [added: 4.60] | | | [removed: 0.2] [added: (18.9] | [removed: %] [added: )%] | | [removed: 30.3] [added: 0.2] | % |

Our [removed: 2014] [added: 2015] consolidated revenue [removed: increased $597.6] [added: decreased $796.4] million, or [removed: 8.4%] [added: 10.3%] to [removed: $7.8 billion,] [added: $7.0 billion compared to 2014,] reflecting [added: an] organic [removed: growth of 4.4%, growth from acquisitions] [added: decline] of [removed: 4.4%, and a minor] [added: 9.8%, an] unfavorable impact [added: of 3.9%] from foreign currency [removed: translation.][added: translation, and 0.1% decline due to a disposed product line, offset by growth from acquisitions of 3.5%.]

Acquisition growth of 4.4% was largely driven by our Energy segment [removed: and included recent] [added: with the] acquisitions [removed: such as] [added: of] Accelerated and WellMark.

Our gross profit increased $195.7 [removed: million,] [added: million] or [removed: 7.0%,] [added: 7.0%] in 2014 compared with 2013, reflecting the benefit of increased sales volumes.

Gross profit margin declined 40 basis points due to the impact of higher restructuring costs of $14.4 million, higher [removed: acquisition-related] [added: acquisition- related] depreciation and amortization of $15.4 million, and higher one-time labor costs as we completed the transition to new production sites.

[removed: Selling] [added: Higher selling] and administrative expenses [removed: increased $141.8 million, or 8.8%,] in 2014 [removed: compared with 2013 primarily due] [added: relative] to [added: 2013 reflect] general increases across the segments in support of higher volumes.

As a percentage of revenue, selling and administrative expenses increased 10 basis points in 2014 to [removed: 22.7%.][added: 22.7% as compared to 22.6% for 2013.]

Adjusting for these one-time items, selling and administrative expenses as a percentage of revenue improved 20 basis points in 2014 relative to 2013 [added: as] a result of leverage from higher revenue levels, which more than offset higher acquisition-related depreciation and amortization and increased restructuring charges.

[removed: Interest] [added: In 2014, our interest] expense, net, increased [removed: $6.5 million, or 5.4%,] [added: 5.4%] to $127.2 million [removed: in 2014 primarily] due [added: primarily] to higher interest [removed: expense related to] [added: rates on] the euro-denominated debt issued in the fourth quarter of 2013.

Other expense (income), net in [added: 2015,] 2014, [removed: 2013,] and [removed: 2012] [added: 2013] includes [removed: $2.1] [added: $1.6] million, [removed: $5.6] [added: $2.1] million, and [removed: $9.2] [added: $5.6] million, respectively, of net foreign exchange losses resulting from the re-measurement and settlement of foreign currency denominated balances.

Full year 2015 consolidated revenue from continuing operations was $7.0 billion, a decrease of $796.4 million or 10.3%, as compared to the prior year.

This decrease included a decline in organic revenue of 9.8%, an unfavorable impact of 3.9% from foreign currency, and 0.1% decline due to a disposed product line, partially offset by a 3.5% increase in acquisition-related revenue.

Overall, customer pricing had a minimal unfavorable impact of 0.2% on revenue for the year.

Our Energy segment revenue decreased $533.6 million, or 26.4%, from the prior year.

This decrease included a 34.3% decline in organic revenue and a 1.4% decrease due to foreign currency impacts, partially offset by 9.3% of acquisition related growth.

The decline in organic revenue within our Energy segment was largely attributable to the significant deterioration within the oil and gas markets.

Within our Engineered Systems segment, revenue decreased $43.1 million, or 1.8%, from the prior year.

In spite of this overall decline, organic revenue grew 3.2% and acquisitions contributed 0.9% growth which was offset by 5.9% of the unfavorable impact of foreign currency rates.

Our Fluids segment revenue decreased $31.3 million, or 2.2%, comprised of 0.8% organic revenue growth and 2.4% revenue growth attributable to acquisitions, offset by 5.4% unfavorability due to foreign currency.

Within our Refrigeration & Food Equipment segment revenue declined $189.8 million, or 9.9%, from the prior year, including declines of 7.8% in organic revenue, 2.4% related to foreign currency, and 0.4% due to the disposition of a product line (See Note 3 Disposed and Discontinued Operations for additional information), partially offset by 0.7% of acquisition related growth.

Gross profit decreased $406.1 million, or 13.7%, to $2.6 billion, primarily as a result of the decline in sales partially offset by supply chain cost containment initiatives and the benefits of prior restructuring actions.

For further discussion related to our

Bookings decreased 12.3% over the prior year to $6.8 billion, driven primarily by weakness within our Energy segment which declined 29.1%.

The decrease in full company bookings included a decrease in organic bookings of 11.8%, 3.6% as a result of unfavorable foreign exchange rates, and a 0.1% decrease due to dispositions, partially offset by a 3.2% increase in acquisition-related bookings.

Bookings across the Engineered Systems, Fluids, and Refrigeration & Food Equipment segments decreased by 5.7%, 5.8% and 7.8%, respectively.

Overall, our book-to-bill was 0.98, a slight decrease from the prior year's book-to-bill of 1.00.

Backlog as of December 31, 2015 was $994.6 million, down from $1.2 billion from the prior year.

From a geographic perspective, revenue declined in North America, Europe, Asia, and Latin America.

The decrease in North America was primarily driven by the significant deterioration of oil and gas markets and the loss of share with a major food retail customer.

The decrease in Europe and Latin America was primarily due to the unfavorable impact of foreign currency rates.

Asia was down modestly due to weakness in industrial markets in China.

In addition, in 2015, in conjunction with the regular review of our portfolio and the fit of our businesses, we completed the divestitures of the Sargent Aerospace and Datamax O'Neil businesses, which were previously classified as discontinued operations.

We also completed the divestiture of a product line within our Refrigeration & Food Equipment segment during the fourth quarter of 2015.

The operating results of this business remain within our consolidated results for 2015 as the disposal did not qualify to be classified as a discontinued operation.

During 2015, we continued our focus on operating efficiencies through our Dover Excellence Program.

This program focuses on free cash flow generation, productivity to support the ongoing investment in product innovation and customer expansion activities, the continuous evaluation of operating efficiencies, and the continued consolidation of back office support.

As a result of the Dover Excellence Program focus, we generated free cash flow of $794.8 million or 11.4% of revenue, an increase of $10.7 million and 13 basis points over the prior year.

In addition the Dover Excellence Program's focus on supply chain initiatives generated approximately $40 million in cost savings during 2015.

During the year we also took actions to right-size our businesses to reflect difficult market conditions, especially within our Energy segment.

We expect additional programs may be implemented throughout 2016 with related restructuring charges in the range of $10 to $20 million.

These share repurchases were made under the January 2015 share authorization through which the Board of Directors authorized total repurchases of 15 million shares of the Company's common stock.

LOOKING FORWARD

In 2016, we expect revenue growth in our Engineered Systems, Fluids and Refrigeration & Food Equipment segments.

We also expect revenue to further decline in Energy, impacted by continuing deterioration within the oil and gas markets.

In all, we expect 2016 revenue growth of 1% to 4%.

We expect overall growth will be driven by acquisitions, primarily within the Fluids and Engineered Systems segments, and new product introduction, primarily within the Engineered Systems and Refrigeration & Food Equipment segments.

Within the Energy segment, North American markets are expected to continue to decline due to reduced rig counts and capital spending resulting from lower oil prices.

Our Energy business's international revenue, comprising approximately 24% of segment revenue, is expected to remain stable to modestly improving.

Our estimate for Energy in 2016 is based on an average annual price per barrel of oil of approximately $40 versus the current market price around $30.

In total, we expect full year diluted earnings per share from continuing operations ("EPS") to be in the range of $3.85 to $4.05.

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On February 28, 2014, the Company completed the separation of Knowles from Dover through the pro rata distribution of 100% of the common stock of Knowles to Dover's stockholders of record as of the close of business on February 19, 2014.

The distribution was structured to be tax-free to Dover and its shareholders for U.S. federal income tax purposes.

In the first quarter of 2014, Dover announced the realignment of its businesses into a new segment structure, consisting of four segments and organized around its key end markets to better focus on growth strategies.

The new structure is designed also to provide increased opportunities to leverage Dover's scale and capitalize on productivity initiatives.

In connection with management's evaluation of Dover's businesses for their strategic fit within Dover's operations, the Company announced in the fourth quarter of 2014 its intention to divest Datamax O'Neil and Sargent Aerospace, two businesses within the Engineered Systems segment.

Accordingly, these businesses were reclassified to discontinued operations.

The Company has reached a definitive agreement to sell Datamax O'Neil.

Also excluded from continuing operations are the results of operations of DEK International and Everett Charles Technologies (including the Multitest business, collectively "ECT"), until their respective dates of sale of third quarter 2014 and fourth quarter 2013, respectively.

The Company completed the sale of DEK International in the third quarter of 2014 for total proceeds of $170.6 million, which resulted in an after-tax loss on sale of $6.9 million.

In addition, the Company recognized a gain on sale of $3.2 million in 2014 in connection with a working capital adjustment of $4.5 million for ECT.

The results presented herein represent continuing operations, excluding the results of these businesses, as well as the results of Knowles prior to the spin-off.

Increases across all four segments were led by strong results in our Engineered Systems, Fluids and Energy segments.

Our Engineered Systems segment achieved solid growth across both platforms, resulting in overall revenue growth of 9.5% as compared to the prior year.

Within the Printing & Identification platform of Engineered Systems, our recent acquisition MS Printing performed well as did our core printing and coding businesses.

In addition, the Industrials platform achieved broad-based growth led by our auto-related and waste handling businesses.

Our Fluids segment performed well with revenue growth of 15.7% as compared to the prior year, as continuing robust market conditions for Fluid Transfer products and solid Pumps markets resulted in strong organic growth, supplemented by acquisition-related growth.

In our Energy segment, revenue growth of nearly 9.0% largely driven by recent acquisitions, solid U.S. Drilling & Production customer activity, as well as generally healthy Bearings & Compression markets.

Our Refrigeration & Food Equipment segment generated revenue growth of 1.8%, with solid performance in our Refrigeration end market, partially offset by the impact of product mix within our Food Equipment end market.

Gross profit increased $195.7 million, or 7.0%, to $3.0 billion, reflecting the benefit of increased sales volumes mainly due to broad-based order and shipment activity.

This growth was partially offset by higher restructuring charges in the current year, as well as higher labor costs.

Bookings increased 7.8% over the prior year to $7.8 billion, representing year-over-year growth across our Energy, Engineered Systems and Fluids segments of 8.8%, 11.4% and 13.7%, respectively.

This growth was partially offset by a 1.0% decrease for our Refrigeration & Food Equipment segment.

Overall, the book-to-bill of 1.00 slightly decreased as compared to the prior year.

Backlog of $1.2 billion remained relatively flat as compared to prior year.

From a geographic perspective for the year, our North American, European and Asian markets were all solid, whereas Latin America was weak.

We anticipate our North American growth will moderate, specifically for our Energy segment, due to the recent decline in global oil markets; however, we expect North America to remain a solid market for our other three segments.

Included in these acquisitions was the October 1, 2014 acquisition of Accelerated Companies LLC ("Accelerated"), a supplier of artificial lift and fluid handling solutions to oil and gas production markets.

The business is now part of Dover Artificial Lift, a business unit within Dover's Energy segment.

The total purchase price for this acquisition, net of cash acquired and including final working capital adjustments, was approximately $435.7 million, which was funded with commercial paper.

In addition to the aforementioned acquisitions, we completed previously announced actions to adjust our costs and further streamline our businesses.

We expect to incur restructuring charges of approximately $17.0 million to $20.0 million in the first quarter of 2015, with approximately $12.0 million to $15.0 million of these charges within our Energy segment.

Included in this total are 3.6 million shares repurchased to complete the November 2012 $1.0 billion stock repurchase program.

Dover [removed: Corporation] is a diversified global manufacturer delivering innovative equipment and components, specialty systems and support services through four major operating segments: Energy, Engineered Systems, Fluids, and Refrigeration & Food Equipment.

Dover is headquartered in Downers Grove, Illinois and currently employs approximately [removed: 27,000] [added: 26,000] people [removed: worldwide within its continuing operations.][added: worldwide.]

On February 28, 2014, [removed: the Company] [added: we] completed the separation of Knowles Corporation ("Knowles") from Dover through the pro rata distribution of 100% of the common stock of Knowles to Dover's stockholders of record as of the close of business on February 19, 2014.

[removed: In the first quarter of 2014, Dover announced the realignment of its] [added: Dover's] businesses [removed: into a new segment structure, consisting of] [added: are aligned in] four segments and organized around [removed: its] [added: our] key end markets [removed: to better focus] [added: focused] on growth strategies.

The [removed: new] [added: segment] structure is [removed: designed] also [added: designed] to provide increased opportunities to leverage Dover's scale and capitalize on productivity initiatives.

| • | Our Energy segment, serving the Drilling & Production, Bearings & Compression, and Automation end markets, is a provider of customer-driven solutions and services for safe and efficient production and processing of [removed: oil, natural gas liquids, and gas worldwide,] [added: fuels worldwide] and has a strong presence in the bearings and compression components [added: and automation] markets. |

| • | Our Engineered Systems segment is comprised of two platforms, Printing & Identification and Industrials, and is focused on the design, manufacture and service of critical equipment and components serving the [removed: printing and identification,] [added: fast-moving consumer goods, digital textile printing,] vehicle service, environmental solutions and industrial end markets. |

| • | Our Fluids segment, serving the Fluid Transfer and Pumps end markets, is focused on the safe handling of critical fluids across the retail fueling, chemical, hygienic, [added: oil] and [added: gas and] industrial end markets. |

| • | Our Refrigeration & Food Equipment [removed: segment, serving the Refrigeration and Food Equipment end markets,] [added: segment] is a provider of innovative and energy efficient equipment and systems serving the commercial refrigeration and food service [removed: industries.] [added: end markets.] |

The following table shows the percentage of total revenue and segment earnings generated by each of our four segments for the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012:][added: 2013:]

| | [added: 2015 | | |] 2014 | | | 2013 | | | [removed: 2012] [added: 2015] | | | 2014 | | | 2013 | | [removed: | 2012 | |]

| Energy | [removed: 26] [added: 21] | % | | 26 | % | | [removed: 27] [added: 26] | % | | [removed: 34] [added: 17] | % | | [removed: 35] [added: 34] | % | | [removed: 39] [added: 35] | % |

| Engineered Systems | [removed: 31] [added: 34] | % | | [removed: 30] [added: 31] | % | | [removed: 32] [added: 30] | % | | [removed: 29] [added: 36] | % | | [removed: 27] [added: 29] | % | | 27 | % |

| Fluids | [removed: 18] [added: 20] | % | | 18 | % | | [removed: 17] [added: 18] | % | | [removed: 19] [added: 26] | % | | [removed: 17] [added: 19] | % | | [removed: 15] [added: 17] | % |

| Refrigeration & Food Equipment | 25 | % | | [removed: 26] [added: 25] | % | | [removed: 24] [added: 26] | % | | [removed: 18] [added: 21] | % | | [removed: 21] [added: 18] | % | | [removed: 19] [added: 21] | % |

Our operating structure of four business segments [removed: and two platforms] allows for focused acquisition activity, accelerates opportunities to identify and capture operating synergies, including global sourcing and supply chain integration, and advances the development of our executive talent.

Our segment and executive management set strategic direction, initiatives and [removed: goals,] [added: goals for our operating companies, and also] provide oversight, allocate and manage capital, are responsible for major acquisitions, and provide other services.

We foster an operating culture with high ethical standards, trust, respect, and open communication, [added: designed] to allow individual growth and operational effectiveness.

In addition, we are committed to creating value for our customers, employees, and shareholders through sustainable business practices that protect the environment and [removed: developing] [added: the development of] products that help our customers meet their sustainability goals.

First, we are committed to achieving annual organic sales growth [removed: over the midterm] of [removed: 2%] [added: 3%] to [removed: 4%,] [added: 5% over a long-term business cycle, absent extraordinary economic conditions,] complemented by acquisition growth.

[removed: Secondly,] [added: Second,] we continue to focus on segment margin expansion through productivity initiatives, including supply chain activities, [added: targeted, thoughtful restructuring activities,] strategic pricing, and portfolio shaping.

[removed: Lastly,] [added: Third,] we are committed to generating free cash flow as a percentage of sales greater than [removed: 10%] [added: 11%] through [removed: disciplined capital allocation,] strong performance, productivity improvements, and active working capital management.

We have aligned our business segments to focus on the needs of customers in [removed: key-end] [added: key end] markets that are well-positioned for future growth.

In particular, our businesses are well-positioned to capitalize on [removed: growth] trends in the areas of global energy demand, [added: continuous productivity improvement,] sustainability, [added: energy efficiency,] consumer product safety, and [added: growth of consumerism in] emerging economies.

For instance, our Energy [removed: segment] [added: segment, despite recent market trends,] is [removed: positioned to continue] [added: focusing on] expansion in high growth [removed: spaces, accelerate] [added: regions and technologies, accelerating] capabilities to drive international growth, and [removed: increase] [added: increasing] investment in innovation [removed: and technology] to drive customer productivity and cash flow.

Our Engineered Systems segment combines its engineering technology, unique product advantages, and applications expertise to address market needs and requirements including [added: digital conversion, productivity solutions,] sustainability, consumer product safety, and growth in emerging economies.

Our Refrigeration & Food Equipment segment is responding to [added: our customers’] energy efficiency, sustainability and food safety [added: concerns] as a result of government regulations, [removed: principally in the U.S. and Europe.][added: with innovative new products.]

[removed: We are committed to operational excellence, and] [added: Through this program we] have implemented various productivity initiatives, such as supply chain [removed: management, lean manufacturing,] [added: management] and [removed: facility consolidations] [added: lean manufacturing] to maximize our [removed: efficiency, coupled with] [added: efficiency as well as] workplace safety initiatives to help ensure the health and welfare of our employees.

Our businesses generate annual free cash flow of approximately [removed: 10%] [added: 11%] of revenue.

To do this, we grow and support our existing businesses, with [added: average] annual investment in capital spending approximating 2 - 2.5% of revenue with a focus on internal projects to expand markets, develop products, and boost productivity.

We continue to evaluate our portfolio for strategic fit and intend to make additional acquisitions focused on our key growth [removed: spaces: energy, product ID, industrials,] [added: markets which include printing and identification,] refrigeration and food equipment, [added: pumps] and fluid [removed: solutions.][added: transfers and select energy markets.]

We consistently provide shareholder returns by paying dividends, which have increased annually over each of the last [removed: 59] [added: 60] years.

Over the past three years [removed: (2012] [added: (2013] – [removed: 2014),] [added: 2015),] we have spent over [removed: $2.2] [added: $1.7] billion to purchase [removed: 24] [added: 21] businesses that strategically fit within our business model.

[removed: Accelerated] [added: Accelerated, now part of our Drilling and Production businesses,] is an integrated provider of equipment, parts, and services for handling fluids [removed: associated with] [added: in] oil and gas [removed: production and expands our artificial lift footprint within our Energy Segment.][added: production.]

In 2013, we acquired 10 businesses for [removed: an] aggregate consideration of $322.8 million, including Finder Pompe, which we acquired in the fourth quarter of 2013 for approximately $142.2 million to expand our Fluids [removed: segment.][added: portfolio.]

For more details regarding acquisitions completed over the past two years, see Note [removed: 3] [added: 2] Acquisitions in the Consolidated Financial Statements in Item 8 of this Form 10-K.

While we expect to generate annual organic growth of [removed: 2%] [added: 3%] - 5% over a long-term business cycle absent extraordinary economic conditions, sustained organic growth at these levels for individual businesses is difficult to achieve consistently each year.

To track post-merger integration and accountability, we utilize an internal [removed: tool kit] [added: scorecard] and defined processes to help ensure [added: expected] synergies are realized and value is [removed: created, as had been planned when the acquisition was made.][added: created.]

We [removed: continually] [added: routinely] review our portfolio to evaluate whether our businesses continue to be essential contributors to our long-term strategy.

Accordingly, in an effort to reduce our exposure to cyclical markets and focus on our higher margin growth spaces, during the past three years [removed: (2012] [added: (2013] – [removed: 2014)] [added: 2015)] we have sold [removed: two] [added: five] businesses for aggregate consideration of [removed: $267.8 million in addition to the Knowles spin-off as discussed below.][added: $957.1 million.]

We capitalize on our expertise while maintaining an intense focus on our customers and their needs.

We maintain and emphasize our entrepreneurial culture and continuously innovate to address our customers’ needs to help them win in the markets they serve.

In particular, we are pursuing further growth in the hygienic and polymers/plastics markets.

In addition, we are broadening our product offerings targeted toward retail refrigeration and food service customers with enhanced productivity and merchandising products.

We are committed to operational excellence through our Dover Excellence program.

This program focuses on free cash flow generation, productivity to support the ongoing investment in product innovation and customer expansion activities, the continuous evaluation of operating efficiencies, and the continued consolidation of back office support.

We will also continue to repurchase our shares to offset the impact of dilution, as a minimum.

In the fourth quarter of 2015, we acquired three businesses for an aggregate purchase price of $561.3 million.

These businesses include Gala Industries and Reduction Engineering Scheer, expanding our Fluids segment's plastics and polymers product and integrated systems portfolio.

In addition, we acquired JK Group, a global manufacturer and provider of innovative digital inks for the textile printing market, that compliments the Printing & Identification platform within our Engineered Systems segment.

In 2014, we acquired Accelerated for approximately $435.7 million, expanding our artificial lift footprint within our Energy segment.

Subsequent to year end, we acquired the dispenser and system businesses of Tokheim Group S.A.S. ("Tokheim") for a purchase price of approximately €411.3 million, or $448.7 million.

Tokheim will be integrated with our Fluid Transfer end market within our Fluids segment and will enable us to provide the most complete solutions available for our retail fueling customers.

During 2015, we completed the sale of Datamax O'Neil and Sargent Aerospace.

In addition, during the fourth quarter of 2015 we completed the divestiture of a product line within the Refrigeration and Food Equipment segment.

We expect to make further dispositions in the future, none of which, individually, are expected to be significant.

In addition, in February 2014, we divested of a significant portion of our technology business with the spin-off of Knowles as discussed below.

safety requirements and growth in emerging markets.

Sustainability

Other Matters

Each Dover shareholder received one share of Knowles common stock for every two shares of Dover common stock held as of the record date.

As a result, Knowles became an independent, publicly traded company listed on the New York Stock Exchange, and Dover retains no ownership interest in Knowles.

The distribution was structured to be tax-free to Dover and its shareholders for U.S. federal income tax purposes.

We will also continue to repurchase our shares consistent with our previously announced share repurchase programs.

In the fourth quarter of 2014 we acquired Accelerated Companies for approximately $435.7 million.

In 2012, we spent approximately $603.2 million to acquire Anthony International, a leading manufacturer of specialty glass, commercial glass refrigerator and freezer doors, lighting systems, and display equipment.

The acquisition of Anthony expands our portfolio of industry-leading technology in the refrigeration space and provides access to new geographies and new markets, most notably the convenience store market.

Recent significant acquisitions have also included Maag Pump Systems, a European acquisition for our Fluids segment, which we acquired in the first quarter of 2012 for approximately $265.8 million and Production Control Services, acquired in the second quarter of 2012 for consideration totaling $220.0 million, which added to our artificial lift technology in our Energy segment.

Furthermore, the Company has classified Datamax O'Neil and Sargent Aerospace as held for sale as of December 31, 2014 and expects to complete the sale of these businesses in the first and second quarters of 2015, respectively.

On February 28, 2014, the Company completed the separation of Knowles Corporation ("Knowles") from Dover through the pro rata distribution of 100% of the common stock of Knowles to Dover's stockholders of record as of the close of business on February 19, 2014.

Following the spin-off of Knowles, Dover re-aligned its segment structure to ensure it is properly organized to execute its future growth plans.

To better serve its end markets, the segment manages its products and services through two core business platforms, Printing & Identification and Industrials, as described below.

(such as date codes and serial numbers) on fast moving consumer goods, capitalizing on expanding food and product safety requirements and growth in emerging markets.

industries.

Businesses supplying the waste and recycling,

At December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] we have reserves totaling [removed: $32.9] [added: $30.6] million and [removed: $34.0] [added: $32.9] million, respectively, for environmental and other matters, including private party claims for exposure to hazardous substances, that are probable and estimable.

The Company has reserves for legal matters that are probable and estimable and not otherwise covered by insurance, and at December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] these reserves are not significant.

While it is not possible at this time to predict the outcome of these legal actions, in the opinion of management, based on the aforementioned reviews, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, could have a material [removed: affect] [added: effect] on its financial position, results of operations, or cash flows.

For fiscal year ended December 31, [removed: 2014][added: 2015]

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the close of business on June 30, [removed: 2014] [added: 2015] was [removed: $15,139,169,562.][added: $10,980,690,400.]

The registrant’s closing price as reported on the New York Stock Exchange-Composite Transactions for June 30, [removed: 2014] [added: 2015] was [removed: $90.95] [added: $70.18] per share.

The number of outstanding shares of the registrant’s common stock as of [removed: February 6, 2015] [added: January 29, 2016] was [removed: 163,045,137.][added: 155,009,407.]

Documents Incorporated by Reference: Part III — Certain Portions of the Proxy Statement for Annual Meeting of Shareholders to be held on May [removed: 7, 2015] [added: 5, 2016] (the [removed: “2015] [added: “2016] Proxy Statement”).

Such statements relate to, among other things, operating and strategic plans, income, earnings, cash flows, [added: foreign exchange,] changes in operations, [added: acquisitions,] industries in which Dover businesses operate, [added: anticipated market conditions] and [added: our positioning, global economies, and] operating improvements.

Forward-looking statements may be indicated by words or phrases such as "anticipates," "expects," "believes," [removed: “suggests,"] [added: "suggests,"] "will," "plans," "should," "would," "could," [removed: "management is of the opinion that,"] 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; [added: changes in customer demand and capital spending;] economic conditions generally and changes in economic conditions globally and in markets served by Dover businesses, including well [removed: activity,] [added: activity and] U.S. industrials [removed: activity] [added: activity; Dover’s ability to achieve expected savings from integration] and [added: other cost-control initiatives, such as lean and productivity programs as well as efforts to reduce sourcing input costs;] the [removed: status] [added: impact] of [removed: economic recovery in Europe;] [added: interest rate and currency exchange rate fluctuations;] 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; [removed: 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, [removed: and] tax [removed: policies; Dover's ability to attract] [added: policies,] and [removed: retain qualified personnel;] [added: export/import laws;] protection and validity of patent and other intellectual property rights; [removed: breaches of data security;] the impact of legal matters and legal compliance risks; [removed: the ability of third parties to comply with their commitments to us; Dover's ability to timely complete certain dispositions; restrictions on certain corporate transactions for a period of time after the Knowles spin-off; 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.

Risk Factors" [removed: on] [added: of] this [removed: annual report] [added: Annual Report] on Form 10-K.

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| [Item [removed: 13.](#sB57FF4D3151B500DA6C8295B60547B82)] [added: 13.](#s76D7D84CE2C15C268C0599B681F591E1)] | [Certain Relationships and Related Transactions and Director [removed: Independence](#sB57FF4D3151B500DA6C8295B60547B82)] [added: Independence](#s76D7D84CE2C15C268C0599B681F591E1)] | [removed: [101](#sB57FF4D3151B500DA6C8295B60547B82)] [added: [101](#s76D7D84CE2C15C268C0599B681F591E1)] |

| [Item [removed: 14](#sFEF88578813452C48E50A219860ECDAB).] [added: 14](#s3335B08E4583571EA10EF55352DCD8A6).] | [Principal Accountant Fees and [removed: Services](#sFEF88578813452C48E50A219860ECDAB)] [added: Services](#s3335B08E4583571EA10EF55352DCD8A6)] | [removed: [101](#sFEF88578813452C48E50A219860ECDAB)] [added: [101](#s3335B08E4583571EA10EF55352DCD8A6)] |

| [Item [removed: 15.](#s5231F7126E9A50DDB6DCFA3023D4752B)] [added: 15.](#s478DE812B6795E09B04BDC687E98DD15)] | [Exhibits, Financial Statement [removed: Schedules](#s5231F7126E9A50DDB6DCFA3023D4752B)] [added: Schedules](#s478DE812B6795E09B04BDC687E98DD15)] | [removed: [101](#s5231F7126E9A50DDB6DCFA3023D4752B)] [added: [101](#s478DE812B6795E09B04BDC687E98DD15)] |

| [removed: [SIGNATURES](#sA62E51D4DF0050BD92CD9CEE439CC7E3)] [added: [SIGNATURES](#s371EF19562A25815B64A9646CEF5BC7A)] | | [removed: [102](#sA62E51D4DF0050BD92CD9CEE439CC7E3)] [added: [102](#s371EF19562A25815B64A9646CEF5BC7A)] |

| [EXHIBIT [removed: INDEX](#s0BED5AAD320559BDAB24122DD631B4DF)] [added: INDEX](#s12E445043F4454198CFB1787A045190C)] | | [removed: [104](#s0BED5AAD320559BDAB24122DD631B4DF)] [added: [104](#s12E445043F4454198CFB1787A045190C)] |

10-K 1 a2015123110-k.htm 10-K

| [PART I](#s0B440DF9D4085BB8AE67F1869D545D80) | | |

| [PART II](#s88B4D7DCB36756A692E6DD7049071116) | | |

| [PART IV](#sDFE64361F8AA50E49E038006C84CA9B8) | | |

10-K 1 a2014123110-k.htm 10-K

| [PART I](#s5A2B09692A3150F5BA1D3364881204C6) | | |

| [PART II](#sBAD4C09E51D55DAC962A5CEFE95FBE25) | | |

| [PART IV](#s691D37C915A558849840A5A50BFF680F) | | |

The number, type, location and size of the properties used by our [removed: continuing] operations as of December 31, [removed: 2014] [added: 2015] are shown in the following charts, by segment:

| Refrigeration & Food Equipment | [removed: 30] [added: 31] | | | [removed: 20] [added: 11] | | | [removed: 22] [added: 12] | | | [removed: 72] [added: 3] | | | [removed: 1,975] [added: 57] | | | [removed: 2,696] [added: 1] | | [added: | 15 | |]

| Engineered Systems | [removed: 41] [added: 42] | | | [removed: 46] [added: 43] | | | 42 | | | 1 | | | [removed: 130] [added: 128] | | | 1 | | | [removed: 10] [added: 12] | |

| Fluids | [removed: 16] [added: 19] | | | [removed: 15] [added: 18] | | | [removed: 16] [added: 21] | | | [removed: 4] [added: 1] | | | [removed: 51] [added: 59] | | | 1 | | | 10 | |

| Refrigeration & Food Equipment | [removed: 34 | | | 14] [added: 25] | | | [removed: 11] [added: 18] | | | [removed: 3] [added: 26] | | | [removed: 62] [added: 69] | | | [removed: 1] [added: 1,802] | | | [removed: 15] [added: 2,522] | |

| Energy | 58 | | | 56 | | | 61 | | | 175 | | | 2,668 | | | 1,524 | |

| Engineered Systems | 38 | | | 33 | | | 81 | | | 152 | | | 3,176 | | | 1,688 | |

| Fluids | 40 | | | 13 | | | 21 | | | 74 | | | 7,756 | | | 2,429 | |

| Energy | 125 | | | 5 | | | — | | | 4 | | | 134 | | | 1 | | | 15 | |

| Energy | 67 | | | 66 | | | 77 | | | 210 | | | 2,815 | | | 1,691 | |

| Engineered Systems | 39 | | | 33 | | | 86 | | | 158 | | | 3,205 | | | 1,520 | |

| Fluids | 34 | | | 6 | | | 19 | | | 59 | | | 2,457 | | | 1,460 | |

| Energy | 131 | | | 5 | | | 9 | | | 5 | | | 150 | | | 1 | | | 15 | |

Our executive officers as of February [removed: 13, 2015,] [added: 12, 2016,] and their positions with Dover (and, where relevant, prior business experience) for the past five years, are as follows:

| Robert A. Livingston | | [removed: 61] [added: 62] | | Chief Executive Officer and Director (since December 2008) and President (since June 2008). |

| Ivonne M. Cabrera | | [removed: 48] [added: 49] | | Senior Vice President, General Counsel and Secretary of Dover (since January 2013); prior thereto Vice President, Deputy General Counsel, and Assistant Secretary of Dover (from November 2012 to December 2012); prior thereto Vice President, Business Affairs and General Counsel of Knowles Electronics, LLC (from February 2011 to December 2012); prior thereto Vice President (from May 2010 to February 2011), Deputy General Counsel and Assistant Secretary (from February 2004 to February 2011) of Dover. |

| Brad M. Cerepak | | [removed: 55] [added: 56] | | Senior Vice President and Chief Financial Officer (since May 2011) of Dover; prior thereto Vice President and Chief Financial Officer (from August 2009 to May 2011) of Dover. |

| C. Anderson Fincher | | [removed: 44] [added: 45] | | Vice President (since May 2011) of Dover and President and Chief Executive Officer (since February 2014) and Executive Vice President (from November 2011 to February 2014) of Dover Engineered Systems; prior thereto Executive Vice President (from May 2009 to November 2011) of Dover Industrial Products. |

| Jay L. Kloosterboer | | [removed: 54] [added: 55] | | Senior Vice President, Human Resources (since May 2011) of Dover; prior thereto Vice President, Human Resources (from January 2009 to May 2011) of Dover. |

| William C. Johnson | | [removed: 51] [added: 52] | | Vice President (since May 2014) of Dover and President and Chief Executive Officer (since February 2014) of Dover Refrigeration & Food Equipment; prior thereto President and Chief Executive Officer (from August 2006 to March 2014) of Hill Phoenix Inc. |

| Stephen R. Sellhausen | | [removed: 56] [added: 57] | | Senior Vice President, Corporate Development (since May 2011) of Dover; prior thereto Vice President, Corporate Development (from January 2009 to May 2011) of Dover. |

| Sivasankaran Somasundaram | | [removed: 49] [added: 50] | | Vice President (since January 2008) of Dover and President and Chief Executive Officer (since August 2013) of Dover Energy; prior thereto Executive Vice President (from November 2011 to August 2013) of Dover Energy; prior thereto Executive Vice President (from January 2010 to November 2011) of Dover Fluid Management; President (from January 2008 to December 2009) of Dover's Fluid Solutions Platform. |

| William W. Spurgeon, Jr. | | [removed: 56] [added: 57] | | Vice President (since October 2004) of Dover and President and Chief Executive Officer (since February 2014) of Dover Fluids; prior thereto President and Chief Executive Officer (from August 2013 to February 2014) of Dover Engineered Systems; prior thereto President and Chief Executive Officer (from November 2011 to August 2013) of Dover Energy; prior thereto President and Chief Executive Officer (from July 2007 to November 2011) of Dover Fluid Management. |

| Russell E. Toney | | [removed: 45] [added: 46] | | Senior Vice President, Global Sourcing (since February 2015) of Dover; prior thereto General Manager, Market Development (from January 2013 to February 2015) of GE Energy Management; prior thereto Commercial Leader (from January 2011 to January 2013) of GE Energy Global Industries; prior thereto General Manager, Global Sourcing (from March 2007 to January 2011) of GE Energy Services. |

| Kevin P. Buchanan | | [removed: 59] [added: 60] | | Vice President, Tax (since July 2010) of Dover; prior thereto Deputy General Counsel, Tax (from November 2009 to June 2010) and Vice President, Tax (from May 2000 to October 2009) of Monsanto Company. |

| Paul E. Goldberg | | [removed: 51] [added: 52] | | Vice President, Investor Relations (since November 2011) of Dover; prior thereto Treasurer and Director of Investor Relations (from February 2006 to November 2011) of Dover. |

| Sandra A. Arkell | | 47 | | Vice President, Controller (since August 2015) of Dover; prior thereto Assistant Controller (2009 to August 2015) of Dover. |

| | | | | |

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

| | | | | |

| Name | | Age | | Positions Held and Prior Business Experience |

| James M. Moran | | 50 | | Vice President, Treasurer (since November 2015) of Dover; prior thereto Senior Vice President and Treasurer (June 2013 to August 2015) of Navistar International Corporation (“NIC”); prior thereto Vice President and Treasurer (2008 to June 2013) of NIC; also served as Senior Vice President and Treasurer of Navistar, Inc. (June 2013 to August 2015) and Vice President and Treasurer of Navistar, Inc. (2008 to June 2013); also served as Senior Vice President and Treasurer of Navistar Financial Corporation (“NFC”) (April 2013 to August 2015) and Vice President and Treasurer of NFC (January 2013 to April 2013). |

| Raymond T. McKay, Jr. | | 61 | | Vice President (since February 2004) and Controller (since November 2002) of Dover. |

| Brian P. Moore | | 44 | | Vice President, Treasurer (since November 2011) of Dover; prior thereto Senior Director, Investor Relations (from April 2010 to October 2011) of USG Corporation; prior thereto Director of Credit & Accounts Receivable (from December 2008 to April 2010) of USG. |

| Michael Y. Zhang | | 51 | | Vice President (since May 2010) of Dover and President, Asia (since May 2011) of Dover; prior thereto Managing Director (from January 2009 to May 2011) of Dover Regional Headquarters, China. |

Information on the high and low [removed: adjusted] close prices of our stock and the frequency and the amount of dividends paid during the last two years is as follows:

| | Market Prices [removed: (1)] | | | | | | | | Dividends per Share | | | | Market Prices (1) | | | | | | | | Dividends per Share | | |

| First Quarter | $ | [removed: 81.02] [added: 74.50] | | | $ | [removed: 67.34] [added: 68.59] | | | $ | [removed: 0.375] [added: 0.400] | | | $ | [removed: 59.95] [added: 81.02] | | | $ | [removed: 53.31] [added: 67.34] | | | $ | [removed: 0.350] [added: 0.375] | |

| Second Quarter | [removed: 90.11] [added: 77.77] | | | | [removed: 79.69] [added: 69.40] | | | | [removed: 0.375] [added: 0.400] | | | | [removed: 65.14] [added: 90.11] | | | | [removed: 54.70] [added: 79.69] | | | | [removed: 0.350] [added: 0.375] | | |

| Third Quarter | [removed: 90.22] [added: 70.03] | | | | [removed: 79.94] [added: 55.99] | | | | [removed: 0.400] [added: 0.420] | | | | [removed: 75.04] [added: 90.22] | | | | [removed: 61.88] [added: 79.94] | | | | [removed: 0.375] [added: 0.400] | | |

| Fourth Quarter | [removed: 82.76] [added: 66.57] | | | | [removed: 67.76] [added: 56.51] | | | | [removed: 0.400] [added: 0.420] | | | | [removed: 78.67] [added: 82.76] | | | | [removed: 70.49] [added: 67.76] | | | | [removed: 0.375] [added: 0.400] | | |

The number of holders of record of Dover common stock as of January [removed: 30, 2015] [added: 29, 2016] was approximately [removed: 21,387.][added: 19,701.]

[removed: | (2) | As of December 31, 2014,] [added: In January 2015,] the [removed: number] [added: Board] of [removed: shares still available for repurchase under the May 2012 share repurchase authorization was 38,041. This authorization was canceled and replaced in January 2015 with] [added: Directors approved] a [removed: new] standing share repurchase [removed: authorization approved by the Board of Directors,] [added: authorization,] whereby the Company may repurchase up to 15,000,000 shares of its common stock over the following three years. [removed: In November 2012, the Board of Directors approved a $1 billion share repurchase program authorizing repurchases of Dover's common stock over the following 12 to 18 months. This program was completed in the first quarter of 2014. |]

[removed: ][added: ]

This graph assumes $100 invested on December 31, [removed: 2009] [added: 2010] in Dover Corporation common stock, the S&P 500 index, and a peer group index.

The [removed: 2014] [added: 2015] peer index consists of the following [removed: 36] [added: 35] public companies selected by the Company.

| 3M Company | FMC Technologies Inc. | [removed: Regal Beloit Corp.] [added: Rockwell Automation Inc.] |

| Actuant Corp. | Honeywell International Inc. | [removed: Rockwell Automation] [added: Roper Industries] Inc. |

| AMETEK Inc. | Hubbell Incorporated | [removed: Roper Industries] [added: Snap-On] Inc. |

| Amphenol Corp. | IDEX Corporation | [removed: Snap-On Inc.] [added: SPX Corporation] |

| Cameron International Corp. | Illinois Tool Works Inc. | [removed: SPX Corporation] [added: Teledyne Technologies Inc.] |

| Carlisle Companies Inc. | Ingersoll-Rand PLC | [removed: Teledyne Technologies] [added: Textron] Inc. |

| Corning Inc. | Lennox International Inc. | [removed: Textron Inc.] [added: The Timken Company] |

| Crane Company | Nordson Corp. | [removed: The Timken Company] [added: Tyco International Limited] |

| [removed: Eaton] [added: Danaher] Corporation | Parker-Hannifin Corp. | United Technologies Corp. |

| [removed: Emerson Electric Co.] [added: Eaton Corporation] | Pentair Limited | Vishay Intertechnology Inc. |

| [removed: Flowserve Corporation] [added: Emerson Electric Co.] | Precision Castparts Corp. | Weatherford International Limited |

| | 2015 | | | | | | | | | | | | 2014 | | | | | | | | | | |

| | | | | | | | | | $ | 1.640 | | | | | | | | | | | $ | 1.550 | |

No repurchases were made in the fourth quarter of 2015.

As of December 31, 2015, the number of shares still available for repurchase under the January 2015 share repurchase authorization was 6,771,458.

| Flowserve Corporation | Regal Beloit Corp. | |

| | 2014 | | | | | | | | | | | | 2013 | | | | | | | | | | |

| | | | | | | | | | $ | 1.550 | | | | | | | | | | | $ | 1.450 | |

| | |

| --- | --- |

During the fourth quarter of 2014, we made the following purchases of Dover shares:

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

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

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

| | Total Number of Shares Purchased (1) | | | Average Price Paid per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | Maximum Number (or Approximate Dollar Value in Thousands) of Shares that May Yet Be Purchased under the Plans or Programs (2) | | | | | |

| Period | | | | May 2012 Program | | | November 2012 Program | | | | | | | | | |

| October 1 to October 31 | 951,767 | | | $ | 78.82 | | | 951,767 | | | 1,809,576 | | | $ | — | |

| November 1 to November 30 | 621,535 | | | 80.47 | | | | 621,535 | | | 1,188,041 | | | — | | |

| December 1 to December 31 | 1,150,000 | | | 72.57 | | | | 1,150,000 | | | 38,041 | | | — | | |

| For the Fourth Quarter | 2,723,302 | | | $ | 76.56 | | | 2,723,302 | | | 38,041 | | | $ | — | |

| | |

| --- | --- |

| (1) | In May 2012, the Board of Directors renewed its standing authorization of the Company's share repurchase program, on terms consistent with its prior five-year authorization which expired at that time. This renewal authorized the repurchase of up to 10,000,000 shares of the Company's common stock during the five-year period ending May 2017. All shares repurchased during the fourth quarter were purchased under this program. |

| Danaher Corporation | Pall Corporation | Tyco International Limited |

| [removed: dollars] in thousands except [added: per] share data | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | |

| Revenue | | $ | [removed: 7,752,728] [added: 6,956,311] | | | $ | [removed: 7,155,096] [added: 7,752,728] | | | $ | [removed: 6,626,648] [added: 7,155,096] | | | $ | [removed: 6,051,011] [added: 6,626,648] | | | $ | [removed: 5,069,665] [added: 6,051,011] | |

| Earnings from continuing operations | | [removed: 778,140] [added: 595,881] | | | | [removed: 797,527] [added: 778,140] | | | | [removed: 650,075] [added: 797,527] | | | | [removed: 579,348] [added: 650,075] | | | | [removed: 447,413] [added: 579,348] | | |

| Net earnings | | [removed: 775,235] [added: 869,829] | | | | [removed: 1,003,129] [added: 775,235] | | | | [removed: 811,070] [added: 1,003,129] | | | | [removed: 895,243] [added: 811,070] | | | | [removed: 700,104] [added: 895,243] | | |

| Continuing operations | | $ | [removed: 4.67] [added: 3.78] | | | $ | [removed: 4.66] [added: 4.67] | | | $ | [removed: 3.58] [added: 4.66] | | | $ | [removed: 3.12] [added: 3.58] | | | $ | [removed: 2.39] [added: 3.12] | |

| Discontinued operations | | [added: 1.74 | | | |] (0.02 | | ) | | 1.20 | | | | 0.89 | | | | 1.70 | | | [removed: | 1.35 | | |]

| Net earnings | | [removed: 4.65] [added: 5.52] | | | | [removed: 5.86] [added: 4.65] | | | | [removed: 4.47] [added: 5.86] | | | | [removed: 4.82] [added: 4.47] | | | | [removed: 3.75] [added: 4.82] | | |

| Weighted average shares outstanding | | [removed: 166,692,000] [added: 157,619] | | | | [removed: 171,271,000] [added: 166,692] | | | | [removed: 181,551,000] [added: 171,271] | | | | [removed: 185,882,000] [added: 181,551] | | | | [removed: 186,897,000] [added: 185,882] | | |

| Continuing operations | | $ | [removed: 4.61] [added: 3.74] | | | $ | [removed: 4.60] [added: 4.61] | | | $ | [removed: 3.53] [added: 4.60] | | | $ | [removed: 3.07] [added: 3.53] | | | $ | [removed: 2.37] [added: 3.07] | |

| Discontinued operations | | [added: 1.72 | | | |] (0.02 | | ) | | 1.18 | | | | 0.88 | | | | 1.67 | | | [removed: | 1.34 | | |]

| Net earnings | | [removed: 4.59] [added: 5.46] | | | | [removed: 5.78] [added: 4.59] | | | | [removed: 4.41] [added: 5.78] | | | | [removed: 4.74] [added: 4.41] | | | | [removed: 3.70] [added: 4.74] | | |

| Weighted average shares outstanding | | [removed: 168,842,000] [added: 159,172] | | | | [removed: 173,547,000] [added: 168,842] | | | | [removed: 183,993,000] [added: 173,547] | | | | [removed: 188,887,000] [added: 183,993] | | | | [removed: 189,170,000] [added: 188,887] | | |

| Dividends per common share | | $ | [removed: 1.55] [added: 1.64] | | | $ | [removed: 1.45] [added: 1.55] | | | $ | [removed: 1.33] [added: 1.45] | | | $ | [removed: 1.18] [added: 1.33] | | | $ | [removed: 1.07] [added: 1.18] | |

| Capital expenditures | | $ | [removed: 166,033] [added: 154,251] | | | $ | [removed: 141,694] [added: 166,033] | | | $ | [removed: 146,502] [added: 141,694] | | | $ | [removed: 152,764] [added: 146,502] | | | $ | [removed: 125,962] [added: 152,764] | |

| Depreciation and amortization | | [removed: 307,188] [added: 327,089] | | | | [removed: 278,033] [added: 307,188] | | | | [removed: 229,934] [added: 278,033] | | | | [removed: 193,353] [added: 229,934] | | | | [removed: 160,377] [added: 193,353] | | |

| Total debt | | [removed: 3,030,997] [added: 2,768,464] | | | | [removed: 2,828,479] [added: 3,030,997] | | | | [removed: 2,800,116] [added: 2,828,479] | | | | [removed: 2,187,252] [added: 2,800,116] | | | | [removed: 1,807,476] [added: 2,187,252] | | |

See Note [removed: 4] [added: 3] Disposed and Discontinued Operations in the Consolidated Financial Statements in Item 8 of this Form 10-K for additional information on disposed and discontinued operations and Note [removed: 3] [added: 2] Acquisitions for additional information regarding the impact of [removed: 2014] [added: 2015] and [removed: 2013] [added: 2014] acquisitions.

| Total assets | | 8,619,763 | | | | 9,030,291 | | | | 10,801,659 | | | | 10,394,628 | | | | 9,430,884 | | |

| Total assets | | 9,090,385 | | | | 10,855,181 | | | | 10,429,618 | | | | 9,456,408 | | | | 8,562,894 | | |

As a result, the data presented above will not necessarily agree to previously issued financial statements.

| [removed: [50](#s029D6D10B0E35D0CA33A890D62172735)] [added: [51](#sB0C5041225935B3A9CF8E65455E1F9B2)] | [Management's Report on Internal Control Over Financial [removed: Reporting](#s029D6D10B0E35D0CA33A890D62172735)] [added: Reporting](#sB0C5041225935B3A9CF8E65455E1F9B2)] |

| [removed: [51](#sF70E33D8C8AA5FCDA9E0F7556E986BF2)] [added: [52](#s9D79A2F5D9AA5001847F5940FB4ED200)] | [Report of Independent Registered Public Accounting [removed: Firm](#sF70E33D8C8AA5FCDA9E0F7556E986BF2)] [added: Firm](#s9D79A2F5D9AA5001847F5940FB4ED200)] |

| [removed: [52](#sE1D4E7E4CFAD5927B2F6D8E7BDD0D613)] [added: [53](#s58709B9EAF105926A8534BA8E4511981)] | [Consolidated Statements of [removed: Earnings](#sE1D4E7E4CFAD5927B2F6D8E7BDD0D613)] [added: Earnings](#s58709B9EAF105926A8534BA8E4511981)] |

| [removed: [53](#sD3384F4AB27C5DCB9A2E1BE185ACB4FE)] [added: [54](#s8EC61154249B5E05A30A3717F44922C8)] | [Consolidated Statements of Comprehensive [removed: Earnings](#sD3384F4AB27C5DCB9A2E1BE185ACB4FE)] [added: Earnings](#s8EC61154249B5E05A30A3717F44922C8)] |

| [removed: [54](#s1508874AB4C35D1A8929DAF39F761EB2)] [added: [55](#s329A1B622BBC5D68A28A3D89B7FAC6B1)] | [Consolidated Balance [removed: Sheets](#s1508874AB4C35D1A8929DAF39F761EB2)] [added: Sheets](#s329A1B622BBC5D68A28A3D89B7FAC6B1)] |

| [removed: [55](#sF1D84924744E5067BE2216C22AA47A48)] [added: [55](#s49E1C8CF87B55CAFBF8E57AABAE96D5E)] | [Consolidated Statements of Stockholders' [removed: Equity](#sF1D84924744E5067BE2216C22AA47A48)] [added: Equity](#s49E1C8CF87B55CAFBF8E57AABAE96D5E)] |

| [removed: [56](#s4ECBFE40AD3250EDB2C2F5AD0FC2397C)] [added: [56](#s543D4277F00B5AA3A77F63D06825610F)] | [Consolidated Statements of Cash [removed: Flows](#s4ECBFE40AD3250EDB2C2F5AD0FC2397C)] [added: Flows](#s543D4277F00B5AA3A77F63D06825610F)] |

| [removed: [57](#s218F1BA83AF95755942C9A48013BF5D5)] [added: [57](#sFAF416963CF457238251A610E2949901)] | [Notes to Consolidated Financial [removed: Statements](#s218F1BA83AF95755942C9A48013BF5D5)] [added: Statements](#sFAF416963CF457238251A610E2949901)] |

| [removed: [97](#sE297E96FEE105D9E918349BD70F1A3D1)] [added: [97](#s02E743EF842A5F10BCF99F4185A66D3D)] | [Financial Statement Schedule - Schedule II, Valuation and Qualifying [removed: Accounts](#sE297E96FEE105D9E918349BD70F1A3D1)] [added: Accounts](#s02E743EF842A5F10BCF99F4185A66D3D)] |

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2014.][added: 2015.]

Based on its assessment under the criteria set forth in Internal Control — Integrated Framework (2013), management concluded that, as of December 31, [removed: 2014,] [added: 2015,] the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

In making its assessment of internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] management has excluded all companies acquired in purchase business combinations during [removed: 2014.][added: 2015.]

These companies are wholly-owned by the Company and their revenue for the year ended December 31, [removed: 2014] [added: 2015] represents approximately [removed: 2.6%] [added: 0.5%] of the Company’s consolidated total revenue for the same period and their [removed: excluded] assets represent approximately [removed: 3.0%] [added: 1.4%] of the Company’s consolidated assets as of December 31, [removed: 2014.][added: 2015.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2014] [added: 2015] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Dover Corporation and its subsidiaries at December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2014] [added: 2015] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on criteria established in Internal Control - Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded [added: JK Group, Gala Industries, Reduction Engineering Scheer, and Gemtron] from its assessment of internal control over financial reporting as of December 31, [removed: 2014 those] [added: 2015 because these] companies [added: were] acquired by the Company in purchase business combinations during [removed: 2014.][added: 2015.]

We have also excluded [removed: certain] [added: these] companies from our audit of internal control over financial reporting.

[removed: Those] [added: These] companies are wholly-owned by the Company and their total assets and total [removed: revenues, comprised of Heidelberg CSAT GmbH, MS Printing Solutions, Timberline Manufacturing Company, Wellmark Holdings, Inc., Liquip International, and Accelerated Companies LLC,] [added: revenues] represent [removed: 3.0%] [added: 1.4%] and [removed: 2.6%,] [added: 0.5%,] respectively, of the related financial statement amounts as of and for the year ended December 31, [removed: 2014.][added: 2015.]

| | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Revenue | $ | [removed: 7,752,728] [added: 6,956,311] | | | $ | [removed: 7,155,096] [added: 7,752,728] | | | $ | [removed: 6,626,648] [added: 7,155,096] | |

| Cost of goods and services | [removed: 4,778,479] [added: 4,388,167] | | | | [removed: 4,376,505] [added: 4,778,479] | | | | [removed: 4,046,659] [added: 4,376,505] | | |

| Gross profit | [removed: 2,974,249] [added: 2,568,144] | | | | [removed: 2,778,591] [added: 2,974,249] | | | | [removed: 2,579,989] [added: 2,778,591] | | |

| Selling and administrative expenses | [removed: 1,758,765] [added: 1,647,382] | | | | [removed: 1,616,921] [added: 1,758,765] | | | | [removed: 1,520,961] [added: 1,616,921] | | |

| Operating earnings | [removed: 1,215,484] [added: 920,762] | | | | [removed: 1,161,670] [added: 1,215,484] | | | | [removed: 1,059,028] [added: 1,161,670] | | |

| Interest expense, net | [removed: 127,179] [added: 127,257] | | | | [removed: 120,654] [added: 127,179] | | | | [removed: 121,269] [added: 120,654] | | |

| Other [removed: (income) expense,] [added: income,] net | [removed: (5,902] [added: (7,105] | | ) | | [removed: (4,970] [added: (5,902] | | ) | | [removed: 6,694] [added: (4,970] | | [added: )] |

| Earnings before provision for income taxes and discontinued operations | [removed: 1,094,207] [added: 800,610] | | | | [removed: 1,045,986] [added: 1,094,207] | | | | [removed: 931,065] [added: 1,045,986] | | |

| Provision for income taxes | [removed: 316,067] [added: 204,729] | | | | [removed: 248,459] [added: 316,067] | | | | [removed: 280,990] [added: 248,459] | | |

| Earnings from continuing operations | [removed: 778,140] [added: 595,881] | | | | [removed: 797,527] [added: 778,140] | | | | [removed: 650,075] [added: 797,527] | | |

| [removed: (Loss) earnings] [added: Earnings (loss)] from discontinued operations, net | [removed: (2,905] [added: 273,948] | | [removed: )] | | [removed: 205,602] [added: (2,905] | | [added: )] | | [removed: 160,995] [added: 205,602] | | |

| Net earnings | $ | [removed: 775,235] [added: 869,829] | | | $ | [removed: 1,003,129] [added: 775,235] | | | $ | [removed: 811,070] [added: 1,003,129] | |

| Basic | $ | [removed: 4.67] [added: 3.78] | | | $ | [removed: 4.66] [added: 4.67] | | | $ | [removed: 3.58] [added: 4.66] | |

| Diluted | $ | [removed: 4.61] [added: 3.74] | | | $ | [removed: 4.60] [added: 4.61] | | | $ | [removed: 3.53] [added: 4.60] | |

| [removed: (Loss) earnings] [added: Earnings (loss)] per share from discontinued operations: | | | | | | | | | | | |

| Basic | $ | [removed: (0.02] [added: 1.74] | [removed: )] | | $ | [removed: 1.20] [added: (0.02] | [added: )] | | $ | [removed: 0.89] [added: 1.20] | |

| Diluted | $ | [removed: (0.02] [added: 1.72] | [removed: )] | | $ | [removed: 1.18] [added: (0.02] | [added: )] | | $ | [removed: 0.88] [added: 1.18] | |

| Basic | $ | [removed: 4.65] [added: 5.52] | | | $ | [removed: 5.86] [added: 4.65] | | | $ | [removed: 4.47] [added: 5.86] | |

| Diluted | $ | [removed: 4.59] [added: 5.46] | | | $ | [removed: 5.78] [added: 4.59] | | | $ | [removed: 4.41] [added: 5.78] | |

| Dividends paid per common share | $ | [removed: 1.55] [added: 1.64] | | | $ | [removed: 1.45] [added: 1.55] | | | $ | [removed: 1.33] [added: 1.45] | |

The following companies were acquired in purchase business combinations during 2015: JK Group, Gala Industries, Reduction Engineering Scheer, and Gemtron.

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it classifies deferred taxes on the balance sheet in 2015.

| | February 12, 2016 | |

| Weighted average shares outstanding: | | | | | | | | | | | |

| Basic | 157,619 | | | | 166,692 | | | | 171,271 | | |

| Diluted | 159,172 | | | | 168,842 | | | | 173,547 | | |

| Cash and cash equivalents | $ | 362,185 | | | $ | 681,581 | |

| Total current assets | 2,420,779 | | | | 2,833,969 | | |

| Total assets | $ | 8,619,763 | | | $ | 9,030,291 | |

| Total current liabilities | 1,367,182 | | | | 2,038,849 | | |

| Deferred income taxes | 575,709 | | | | 504,618 | | |

| Total liabilities and stockholders' equity | $ | 8,619,763 | | | $ | 9,030,291 | |

| Net earnings | — | | | | — | | | | 869,829 | | | | — | | | | — | | | | 869,829 | | |

| Dividends paid | — | | | | — | | | | (257,969 | | ) | | — | | | | — | | | | (257,969 | | ) |

| Balance at December 31, 2015 | $ | 256,113 | | | $ | 928,409 | | | $ | 7,686,642 | | | $ | (254,573 | ) | | $ | (4,972,016 | ) | | $ | 3,644,575 | |

| Settlement of net investment hedge | (17,752 | | ) | | — | | | | — | | |

Also see Recently Adopted Accounting Standards below.

The Company uses the discounted cash flow method (or income approach) to measure the fair value of its reporting units.

The discount rates used in these analyses vary by reporting unit and are based on a capital asset pricing model and published relevant industry rates.

We use discount rates commensurate with the risks and uncertainties inherent to each reporting unit and in our internally developed forecasts.

When the carrying value of a reporting unit is in excess of its fair value, step two of the goodwill impairment test is required.

Step two determines the amount of goodwill impairment to be recognized.

There were no impairment losses recognized for businesses held for sale as of December 31, 2014.

The Company had no businesses held for sale as of December 31, 2015.

The Company compares the fair value of the intangible asset to its book value.

Restructuring Accruals – From time to time the Company takes actions to reduce headcount, close facilities, or otherwise exit operations.

Such restructuring activities at an operation are recorded when management has committed to an exit or reorganization plan and when termination benefits are probable and can be reasonably estimated based on circumstances at the time the restructuring plan is approved by management.

Exit costs include future minimum lease payments on vacated facilities and other contractual terminations.

In addition, asset impairments may be recorded as a result of an approved restructuring plan.

The accrual of both severance and exit costs requires the use of estimates.

Though the Company believes that its estimates accurately reflect the anticipated costs, actual results may be different from the original estimated amounts.

applicable to certain balances.

The Company includes shipping costs billed to customers in revenue and the related shipping costs in cost of sales.

A worldwide program of property insurance covers the Company’s owned and leased property and any business

Recent Accounting Pronouncements

Recently Issued Accounting Standards

In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), which addresses how certain investments measured at net asset value with redemption dates in the future are categorized within the fair value hierarchy.

Topic 820, Fair Value Measurement, permits a reporting entity, as a practical expedient, to measure the fair value of certain investments using the net asset value per share of the investment.

Under the new guidance, the requirement to categorize investments for which fair values are measured using the net asset value per share is removed.

It also limits disclosures on investments for which the entity has elected to measure the fair value using the practical expedient.

| | |

| --- | --- |

| | |

| | |

The following companies were acquired in purchase business combinations during 2014: Heidelberg CSAT GmbH, MS Printing Solutions, Timberline Manufacturing Company, WellMark Holdings, Inc., Liquip International, and Accelerated Companies, LLC.

| | February 13, 2015 | |

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

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

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

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

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

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

| | | | | | | | |

| Deferred tax assets | 63,276 | | | | 60,101 | | |

| Total current assets | 2,896,822 | | | | 2,717,972 | | |

| Total assets | $ | 9,090,385 | | | $ | 10,855,181 | |

| Total current liabilities | 2,039,354 | | | | 1,342,248 | | |

| Deferred income taxes | 564,207 | | | | 491,851 | | |

| Total liabilities and stockholders' equity | $ | 9,090,385 | | | $ | 10,855,181 | |

| Balance at December 31, 2011 | $ | 250,592 | | | $ | 663,289 | | | $ | 6,629,116 | | | $ | (47,510 | ) | | $ | (2,564,932 | ) | | $ | 4,930,555 | |

| Net earnings | — | | | | — | | | | 811,070 | | | | — | | | | — | | | | 811,070 | | |

| Dividends paid | — | | | | — | | | | (240,959 | | ) | | — | | | | — | | | | (240,959 | | ) |

| Cash and cash equivalents at beginning of period | 803,882 | | | | 800,076 | | | | 1,206,755 | | |

instruments at fair value.

Step two, which compares the book value of the goodwill to its implied fair value, was not necessary since there were no indicators of potential impairment from step one.

With respect to the fair value of businesses held for sale at December 31, 2014 each will be evaluated in subsequent reporting periods until the time of sale, and further adjustments to fair value are possible if business conditions should change.

Recent Accounting Pronouncements – In June 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-12 which requires that a performance target for share-based payments that affects vesting and that could be achieved after the requisite service period be treated as a performance condition.

Under this new standard, compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered.

This update is effective for annual periods beginning after December 15, 2015.

In July 2013, the FASB issued ASU 2013-11, which provides that an unrecognized tax benefit, or a portion thereof, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes that would result from disallowance of a tax position, or the tax law does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, then the unrecognized tax benefit should be presented as a liability.

This standard was effective for Dover for fiscal years beginning after December 15, 2013.

The adoption of this ASU did not significantly impact the consolidated financial statements.

In March 2013, the FASB issued ASU 2013-05, which permits an entity to release cumulative translation adjustments into net income when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity.

Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided, or, if a controlling financial interest is no longer held.

The revised standard was effective for Dover for fiscal years beginning after December 15, 2013.

The Company adopted this guidance effective January 1, 2014.

The adoption of this ASU did not significantly impact the consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02 which requires additional disclosures regarding the reporting of reclassifications out of accumulated other comprehensive income.

ASU 2013-02 requires an entity to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period.

This guidance was effective for reporting periods beginning after December 15, 2012.

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act were effective as of December 31, [removed: 2014] [added: 2015] to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

During the fourth quarter of [removed: 2014,] [added: 2015,] there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

In the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, the Company included disclosures pursuant to Section 13(r) of the Securities Exchange Act of 1934, as amended, under Item 5 “Other Information”.

Such disclosures are incorporated herein by reference.

Not applicable.

The information with respect to the directors and the board committees of the Company required to be included pursuant to this Item 10 will be included in the [removed: 2015] [added: 2016] Proxy Statement that will be filed with the Securities and Exchange Commission pursuant to Rule 14a-6 under the Exchange Act in accordance with applicable SEC deadlines, and is incorporated in this Item 10 by reference.

As set forth below is a list of the members of our Board of Directors as of February [removed: 13, 2015.][added: 16, 2016.]

[added: Former] Executive Vice President & Chief Financial Officer, Family Dollar Stores, Inc.

The information with respect to Section 16(a) reporting compliance required to be included in this Item 10 will be included in our [removed: 2015] [added: 2016] Proxy Statement and is incorporated in this Item 10 by reference.

Ergas3

Johnston2,3

Keith E.

Wandell1

Retired President and Chief Executive Officer, Harley-Davison, Inc.

Ergas2,3

Johnston1

The information with respect to executive compensation and the compensation committee required to be included pursuant to this Item 11 will be included in our [removed: 2015] [added: 2016] Proxy Statement and is incorporated in this Item 11 by reference.

The information regarding security ownership of certain beneficial owners and management that is required to be included pursuant to this Item 12 will be included in our [removed: 2015] [added: 2016] Proxy Statement and is incorporated in this Item 12 by reference.

The Equity Compensation Plan Table below presents information regarding [removed: the] our equity compensation plans at December 31, [removed: 2014:][added: 2015:]

As of December 31, [removed: 2014,] [added: 2015,] equity securities have been authorized for issuance to employees and/or non-employee directors under the 2012 Plan and its predecessor plan, the 2005 Plan.

| Equity compensation plans approved by stockholders | 8,223,809 | | | $ | 57.32 | | | 12,350,103 | |

| Total | 8,223,809 | | | $ | 57.32 | | | 12,350,103 | |

| Equity compensation plans approved by stockholders | 8,012,322 | | | $ | 54.55 | | | 13,687,703 | |

| Total | 8,012,322 | | | $ | 54.55 | | | 13,687,703 | |

The information with respect to any director independence, related party transaction policies, and any reportable transaction, business relationship, or indebtedness between the Company and the beneficial owners of more than 5% of the Common Stock, the directors or nominees for director of the Company, the executive officers of the Company, or the members of the immediate families of such individuals that are required to be included pursuant to this Item 13 is included in the [removed: 2015] [added: 2016] Proxy Statement and is incorporated in this Item 13 by reference.

The information with respect to the Company’s relationship with its independent registered public accounting firm and fees paid thereto required to be included pursuant to this Item 14 is included in the [removed: 2015] [added: 2016] Proxy Statement and is incorporated in this Item 14 by reference.

The information with respect to audit committee pre-approval policies and procedures required to be included pursuant to this Item 14 is included in the [removed: 2015] [added: 2016] Proxy Statement and is incorporated in this Item 14 by reference.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the [removed: undersigned] [added: undersigned,] thereunto duly authorized.

| Date: | February [removed: 13, 2015] [added: 12, 2016] | |

Cabrera, and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and in his or her name, place and stead in any and all capacities, to sign the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2014] [added: 2015] under the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission and any other appropriate authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing required and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

| /s/ Robert W. Cremin | | Chairman, Board of Directors | | February [removed: 13, 2015] [added: 12, 2016] |

| /s/ Robert A. Livingston | | Chief Executive Officer, President and Director (Principal Executive Officer) | | February [removed: 13, 2015] [added: 12, 2016] |

| /s/ Brad M. Cerepak | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | February [removed: 13, 2015] [added: 12, 2016] |

| /s/ [removed: Raymond T. McKay, Jr.] [added: Sandra A. Arkell] | | Vice President, Controller (Principal Accounting Officer) | | February [removed: 13, 2015] [added: 12, 2016] |