3. Acquisitions

2014 Acquisitions

During 2014, the Company acquired seven businesses in separate transactions for net cash consideration of $802,254. The businesses were acquired to complement and expand upon existing operations within the Energy, Fluids and Refrigeration & Food Equipment segments and the Printing & Identification platform of the Engineered Systems segment. 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 businesses is now wholly-owned by Dover.

The following table details the acquisitions made during the year ended December 31, 2014.



Date	Type	Company / Product Line Acquired	Location (Near)	Segment
January 1	Stock	Heidelberg CSAT GmbH	Karlsruhe, Germany	Engineered Systems
Manufacturer of digital printing systems that are installed in-packaging-line for the identification of pharmaceutical and medical products.

February 3	Stock	MS Printing Solutions	Milan, Italy	Engineered Systems
Manufacturer of innovative digital ink jet printing systems for the textile and specialty material industries.

June 11	Asset	Timberline Manufacturing Company	Beaumont, Texas	Energy
Manufacturer of chemical injection and metering solutions for oil and gas producers.

July 30	Stock	WellMark Holdings, Inc.	Oklahoma City, Oklahoma	Energy
Manufacturer of valves, instrumentation, and chemical injection pumps serving the oil and gas industry.

July 31	Asset	SweatMiser	McDonough, Georgia	Refrigeration & Food Equipment
Manufacturer of anti-sweat controllers for doors in the refrigeration industry.

August 25	Stock / Asset	Liquip International	Smithfield, Australia	Fluids
Manufacturer of fluid handling solutions, loading arms, tank truck valves and fittings, electronic measurement systems for tank trucks, fuel filtration systems, and aviation fueling components and services.

October 1	Stock	Accelerated Companies LLC	The Woodlands, Texas	Energy
Integrated provider of hydraulic and gas lift systems, electric submersible pump systems, surface pumps and modular fluid handling systems for oil and gas production.

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



	Accelerated			Other Acquisitions			Total
Current assets, net of cash acquired	$	133,475		$	74,712		$	208,187
Property, plant and equipment	51,070			6,199			57,269
Goodwill	222,808			209,330			432,138
Intangible assets	131,200			163,727			294,927
Current liabilities assumed	(43,935		)	(36,425		)	(80,360		)
Non-current liabilities assumed, principally deferred taxes	(58,896		)	(51,011		)	(109,907		)
Net assets acquired	$	435,722		$	366,532		$	802,254

The amounts assigned to goodwill and major intangible asset classifications by applicable segment for the 2014 acquisitions are as follows:



	Energy		Engineered Systems		Fluids		Refrigeration & Food Equipment		Total		Useful life (in years)
Goodwill - Tax deductible	$	10,835	$	—	$	184	$	1,022	$	12,041	na
Goodwill - Non deductible	314,604		80,581		24,912		—		420,097		na
Customer intangibles	198,200		22,843		23,273		600		244,916		12
Trademarks	19,300		6,594		2,125		—		28,019		11
Patents	—		878		—		500		1,378		8
Other intangibles and assets	5,900		10,374		4,340		—		20,614		6
	$	548,839	$	121,270	$	54,834	$	2,122	$	727,065

The Company has substantially completed the purchase price allocations for the 2014 acquisitions, including that of Accelerated Companies LLC, which was purchased in October. As 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.

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 2014 acquisitions included in the Company’s 2014 consolidated revenue and earnings totaled $207,000 and $7,000, respectively.

2013 Acquisitions

During 2013, the Company acquired ten businesses for an aggregate consideration of $322,838, net of cash acquired. A summary of the acquisitions made during 2013 is as follows:



Date	Type	Company / Product Line Acquired	Location (Near)	Segment
May 2	Stock	Ebsray Pumps	Brookvale, Australia	Fluids
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	Engineered Systems
Manufacturer of printing devices and software, specializing in thermal stationary barcode printers.

July 1	Asset	RSI Systems	Frederick, Maryland	Engineered Systems
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	Fluids
Manufacturer of composite access covers and containment systems for retail fueling sites.

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

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

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

The businesses were acquired to complement and expand upon existing operations within the Energy, Engineered Systems and Fluids segments.

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

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, 2014 and 2013, assuming that the 2014 acquisitions had taken place at the beginning of 2013. 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 $11,558 of nonrecurring expense related to the fair value adjustments to acquisition-date inventory (after-tax) and $3,502 of acquisition-related costs (after-tax) from the year ended December 31, 2014. The supplemental pro forma earnings for the comparable 2013 period were adjusted to include these charges as if they were incurred at the beginning of 2012. The 2014 and 2013 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 2014 and 2013 acquisitions.



	Years Ended December 31,
	2014		2013
Revenue from continuing operations:
As reported	$	7,752,728	$	7,155,096
Pro forma	7,987,639		7,602,756
Earnings from continuing operations:
As reported	$	778,140	$	797,527
Pro forma	806,321		794,823
Basic earnings per share from continuing operations:
As reported	$	4.67	$	4.66
Pro forma	4.84		4.64
Diluted earnings per share from continuing operations:
As reported	$	4.61	$	4.60
Pro forma	4.78		4.58

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.