3. Acquisitions

2013 Acquisitions

The following table details the acquisitions made during the year ended December 31, 2013.



Date	Type	Company / Product Line Acquired	Location (Near)	Segment
May 2	Stock	Ebsray Pumps	Brookvale, Australia	Engineered Systems
Manufacturer of rotary pumps in vane, regenerative turbine, and internal gear technologies.

May 7	Stock	The Curotto-Can, Inc.	Sonoma, California	Engineered Systems
Manufacturer of automated front loaders for use in the waste collection industry.

May 21	Asset	Klaus Enterprise, Ltd.	Alberta, Canada	Energy
Manufacturer of valves and gas compressor components that specializes in replacing parts designed to optimize the efficiency and reliability of reciprocating compressors.

May 30	Asset	Source Technologies	Charlotte, North Carolina	Printing & Identification
Manufacturer of printing devices and software, specializing in thermal stationary barcode printers.

July 1	Asset	RSI Systems	Frederick, Maryland	Printing & Identification
Manufacturer of thermal ink jet applications ranging from packaging line coding and marking to high-speed product identification, authentication, and tracking systems for serialization.

September 19	Stock	SPIRIT Global Energy Solutions	Midland, Texas	Energy
Manufacturer of artificial lift tools and technology for oil and gas producers.

October 5	Stock	Fibresec Holdings Ltd.	Dorset, England	Energy
Manufacturer of composite access covers and containment systems for retail fueling sites.

October 9	Stock	Kungsors Plast AB (KPS)	Kungsors, Sweden	Energy
Manufacturer of high density polyethylene fusion underground piping systems for retail fueling sites.

October 16	Stock	Lianyungang Jump Equipment Co., Ltd.	Lianyungang, China	Energy
Provider of top loading and LNG onshore loading equipment in China.

November 4	Stock	Finder Pompe	Merate, Italy	Engineered Systems
Manufacturer of engineered pumps, spare parts, and related services for critical applications mostly in the upstream, midstream, and downstream oil and gas markets.

During 2013, the Company acquired ten businesses in separate transactions for net cash consideration of $322,838. The businesses were acquired to complement and expand upon existing operations within the Refrigeration & Industrial and Fluid Solutions platforms of the Engineered Systems segment, as well as the Energy and Printing & Identification segments. The goodwill identified by these acquisitions reflects the benefits expected to be derived from product line expansion and operational synergies. Upon consummation of the acquisitions, each of these entities is now wholly-owned by Dover.

The following presents the allocation of acquisition cost to the assets acquired and liabilities assumed, based on their estimated fair values:



Current assets, net of cash acquired	$	98,641
Property, plant and equipment	33,403
Goodwill	141,888
Intangible assets	149,228
Other non-current assets, principally deferred taxes	2,622
Current liabilities assumed	(58,052		)
Non-current liabilities assumed, principally deferred taxes	(44,892		)
Net assets acquired	$	322,838

The amounts assigned to goodwill and major intangible asset classifications by applicable segment for the 2013 acquisitions are as follows:



	Energy		Engineered Systems		Printing & Identification		Total		Useful life (in years)
Goodwill - Tax deductible	$	272	$	14,870	$	5,099	$	20,241	na
Goodwill - Non deductible	41,479		80,168		—		121,647		na
Customer intangibles	36,463		80,829		—		117,292		10
Trademarks	4,481		5,515		—		9,996		10
Patents	2,085		1,870		1,820		5,775		10
Other intangibles and assets	3,175		12,990		—		16,165		6
	$	87,955	$	196,242	$	6,919	$	291,116

The Company has substantially completed the purchase price allocations for the 2013 acquisitions. However, if additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), including finalization of asset appraisals, the Company will refine its estimates of fair value to allocate the purchase price more accurately; however, any such revisions are not expected to be significant.

The Consolidated Statements of Earnings include the results of these businesses from the dates of acquisition. The aggregate revenue and pre-tax loss of the 2013 acquisitions included in the Company’s 2013 consolidated revenue and earnings totaled $75.2 million and $2.4 million, respectively.

2012 Acquisitions

During 2012, the Company acquired seven businesses for an aggregate consideration of $1,181,043, net of cash acquired. A summary of the acquisitions made during 2012 is as follows:



Date	Type	Company / Product Line Acquired	Location (Near)	Segment
Jan 1	Asset	Quattroflow Fluid Systems	Kamp-Lintfort, Germany	Engineered Systems
Manufacturer of positive displacement pumps primarily serving the pharmaceutical and biotech industries.

Mar 13	Stock	Maag Pump Systems	Grossostheim, Germany	Engineered Systems
Manufacturer of gear pump technology, pelletizing systems, and engineered integrated solutions for the polymer, plastic, chemical, and petrochemical industries.

Apr 25	Stock	Production Control Services (PCS)	Fredrick, Colorado	Energy
Manufacturer of products in artificial lift and production optimization, including plunger lift, gas lift, nitrogen generation, and well site automation.

Nov 30	Stock	Anthony International	Sylmar, California	Engineered Systems
Manufacturer of specialty glass, commercial glass refrigerator and freezer doors, case lighting, and display and merchandising systems.

Dec 6	Asset	Elektron	Bremen, Germany	Engineered Systems
Manufacturer of electrical equipment for the automotive workshop, specializing in welders and battery service machines.

Dec 20	Asset	Power Soak	Kansas City, Missouri	Engineered Systems
Manufacturer of continuous motion, water jet propelled ware washing systems.

Dec 28	Stock	UPCO, Inc.	Claremore, Oklahoma	Energy
Manufacturer of steel sucker rods and accessories used in the artificial lift segment of the oilfield services industry.

These businesses predominantly manufacture products in the energy and fluid solutions markets, two key growth areas for the Company. The businesses were acquired to complement and expand upon existing operations within the Energy segment and the Fluid Solutions platform of the Engineered Systems segment.

The following presents the allocation of acquisition cost to the assets acquired and liabilities assumed, based on their estimated fair values:



Current assets, net of cash acquired	$	203,646
Property, plant and equipment	98,016
Goodwill	602,098
Intangible assets	569,747
Other non-current assets, principally deferred taxes	67,605
Current liabilities assumed	(103,112		)
Non-current liabilities assumed, principally deferred taxes and pension obligations	(256,957		)
Net assets acquired	$	1,181,043

Pro Forma Information

The following unaudited pro forma information illustrates the effect on the Company’s revenue and earnings from continuing operations for years ended December 31, 2013 and 2012, assuming that the 2013 acquisitions had taken place at the beginning of 2012. As a result, the supplemental pro forma earnings reflect adjustments to earnings from continuing operations as reported in the Consolidated Statements of Earnings to exclude $4,963 of nonrecurring expense related to the fair value adjustments to acquisition-date inventory (after-tax) and $2,905 of acquisition-related costs (after-tax) from the year ended December 31, 2013. The supplemental pro forma earnings for the comparable 2012 period were adjusted to include these charges as if they were incurred at the beginning of 2011. The 2013 and 2012 supplemental pro forma earnings are also adjusted to reflect the comparable impact of additional depreciation and amortization expense (net of tax) resulting from the fair value measurement of tangible and intangible assets relating to 2013 and 2012 acquisitions.



	Years Ended December 31,
	2013		2012
Revenue from continuing operations:
As reported	$	8,729,813	$	8,104,339
Pro forma	8,852,973		8,712,047
Earnings from continuing operations:
As reported	$	965,805	$	833,119
Pro forma	972,026		868,803
Basic earnings per share from continuing operations:
As reported	$	5.64	$	4.59
Pro forma	5.68		4.79
Diluted earnings per share from continuing operations:
As reported	$	5.57	$	4.53
Pro forma	5.60		4.72

These pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisitions occurred on the dates indicated or that may result in the future.