SEC Filing | Dover Corporation

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

FORM 8-K

________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2017

________________________________

DOVER CORPORATION

(Exact name of registrant as specified in its charter)

________________________________



State of Delaware	1-4018	53-0257888
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3005 Highland Parkway
Downers Grove, Illinois		60515
(Address of principal executive offices)		(Zip Code)

(630) 541-1540

(Registrant’s telephone number, including area code)

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On January 26, 2017, Dover Corporation (i) issued the Press Release attached hereto as Exhibit 99.1 announcing its results of operations for the year ended December 31, 2016; and (ii) posted on its website at

http://www.dovercorporation.com the presentation slides attached hereto as Exhibit 99.2 for the year ended December 31, 2016.

The information in this Current Report on Form 8-K, including exhibits, is being furnished to the Securities and Exchange Commission (the “SEC”) and shall not be deemed to be incorporated by reference into any of Dover’s filings with the SEC under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this report:

99.1 Dover Corporation Press Release dated January 26, 2017.

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.




Date:	January 26, 2017	DOVER CORPORATION
		(Registrant)

		By:	/s/ Ivonne M. Cabrera
			Ivonne M. Cabrera
			Senior Vice President, General Counsel & Secretary

EXHIBIT INDEX



Number		Exhibit
99.1		Press Release of Dover Corporation dated January 26, 2017

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

Exhibit

Exhibit 99.1



Investor Contact:		Media Contact:
Paul Goldberg		Adrian Sakowicz
Vice President - Investor Relations		Vice President - Communications
(212) 922-1640		(630) 743-5039
peg@dovercorp.com		asakowicz@dovercorp.com

DOVER REPORTS FOURTH QUARTER AND FULL YEAR 2016 RESULTS


•	Reports quarterly revenue of $1.8 billion, an increase of 5% from the prior year


•	Delivers quarterly diluted earnings per share from continuing operations of $1.03, including $0.36 gain on disposition, a recall charge of $0.09, and $0.05 of discrete tax benefits


•	Posts full year diluted earnings per share from continuing operations of $3.25, including gains on dispositions of $0.44, a recall charge of $0.09, and $0.09 of discrete tax benefits


•	Confirms 2017 full year diluted earnings per share from continuing operations to be in the range of $3.40 to $3.60

Downers Grove, Illinois, January 26, 2017 — Dover (NYSE: DOV) announced today that for the fourth quarter ended December 31, 2016, revenue was $1.8 billion, an increase of 5% from the prior year. The increase in the quarter was driven by acquisition growth of 11%, offset by an organic revenue decline of 2%, a 3% impact from dispositions, and an unfavorable impact from foreign exchange of 1%. Earnings from continuing operations were $161.2 million, an increase of 18% as compared to $136.6 million for the prior year period. Diluted earnings per share from continuing operations ("EPS") for the fourth quarter ended December 31, 2016, were $1.03, compared to $0.87 EPS in the prior year period, representing an increase of 18%. EPS from continuing operations for the fourth quarter of 2016 included a gain on a disposition of $0.36, a charge of $0.09 for a voluntary product recall, and $0.05 of discrete tax benefits. EPS from continuing operations for the prior year period include discrete tax benefits of $0.06 EPS. Excluding these items, adjusted EPS from continuing operations for the fourth quarter of 2016 was $0.71, a decrease of 12% from an adjusted EPS of $0.81 in the prior year period. EPS for the fourth quarter ended December 31, 2016 and 2015 include restructuring costs of $0.04 EPS and $0.08 EPS, respectively.

Revenue for the year ended December 31, 2016 was $6.8 billion, a decrease of 2% from the prior year, reflecting an organic revenue decline of 5%, a 3% impact from dispositions, and an unfavorable impact from foreign exchange of 1%, offset by acquisition growth of 7%. Earnings from continuing operations for the year ended December 31, 2016, were $508.9 million, a decrease of 15% as compared to $595.9 million for the prior year period. Diluted EPS for the year ended December 31, 2016, was $3.25, compared to $3.74 EPS in the prior year period, representing a decrease of 13%. EPS from continuing operations for the year ended December 31, 2016, includes gains on dispositions of $0.44, a charge of $0.09 for a voluntary product recall, and discrete tax benefits of $0.09. EPS from continuing operations for the year ended December 31, 2015, includes discrete tax benefits of $0.11. Excluding these items adjusted EPS from continuing operations decreased 22% to $2.82 from a comparable EPS of $3.63 in the prior year period. EPS

for the years ended December 31, 2016 and 2015 also include restructuring costs of $0.18 EPS and $0.25 EPS, respectively.

Dover’s President and Chief Executive Officer, Robert A. Livingston, said, “I was pleased with our fourth quarter business activity and results. And, I was especially pleased we were able to close the Wayne transaction earlier than previously expected.

“Among the highlights in the quarter were a continued recovery in our shorter cycle drilling and artificial lift markets, along with strong results in our Printing & Identification platform. We also saw solid activity in our Bearings & Compression and Petrochemical & Polymer markets. These positive developments helped mitigate continued soft conditions in longer cycle oil & gas markets, especially within transport, and challenges in retail refrigeration.

“With regard to 2017, we confirm our guidance for full year diluted earnings per share from continuing operations to be in the range of $3.40 to $3.60. Within this guidance, revenue growth is expected to be 10% to 12%, including organic growth of 3% to 5% and acquisition growth of approximately 10%, partially offset by a 1% impact from dispositions and a 2% headwind from FX.”

Net earnings for the fourth quarter ended December 31, 2016, were $161.2 million, or $1.03 EPS, compared to net earnings of $141.8 million, or $0.91 EPS, for the same period of 2015, which included earnings from discontinued operations of $5.3 million.

Net earnings for the year ended December 31, 2016, were $508.9 million, or $3.25 EPS, compared to net earnings of $869.8 million, or $5.46 EPS, for the same period of 2015, which included earnings from discontinued operations of $273.9 million, or $1.72 EPS. 2015 earnings from discontinued operations included gains of $265.6 million, or $1.67 EPS, resulting from the disposition of two businesses.

Dover will host a webcast of its fourth quarter 2016 conference call at 10:00 A.M. Eastern Time (9:00 A.M. Central Time) on Thursday, January 26, 2017. The webcast can be accessed on the Dover website at dovercorporation.com. The conference call will also be made available for replay on the website. Additional information on Dover’s fourth quarter results and its operating segments can also be found on the Company’s website.

About Dover:

Dover is a diversified global manufacturer with annual revenue exceeding $7 billion. We deliver innovative equipment and components, specialty systems and support services through four major operating segments: Energy, Engineered Systems, Fluids, and Refrigeration & Food Equipment. Dover combines global scale with operational agility to lead the markets we serve. Recognized for our entrepreneurial approach for over 60 years, our team of 29,000 employees takes an ownership mindset, collaborating with customers to redefine what’s possible. Headquartered in Downers Grove, Illinois, Dover trades on the New York Stock Exchange under “DOV.” Additional information is available at dovercorporation.com.

Forward-Looking Statements:

This press release contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such statements relate to, among other things, operating and strategic plans, income, earnings, cash flows, foreign exchange, changes in operations, acquisitions, industries in which Dover businesses operate, anticipated market conditions and our positioning, global economies, and operating improvements. Forward-looking statements may be indicated by words or phrases such as “anticipates,” “expects,” “believes,”

“suggests,” “will,” “plans,” “should,” “would,” “could,” and “forecast”, or the use of the future tense and similar words or phrases. Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from current expectations, including, but not limited to, oil and natural gas demand, production growth, and prices; changes in exploration and production spending by Dover’s customers and changes in the level of oil and natural gas exploration and development; 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 activity and U.S. industrials activity; Dover's ability to achieve expected savings from integration and other cost-control initiatives, such as lean and productivity programs as well as efforts to reduce sourcing input costs; the impact of 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; the impact of loss of a significant customer, or loss or non-renewal of significant contracts; the ability of Dover's businesses to develop and launch new products, timing of such launches and risks relating to market acceptance by customers; the relative mix of products and services which impacts margins and operating efficiencies; increased competition and pricing pressures; the impact of loss of a single-source manufacturing facility; short-term capacity constraints; increases in the cost of raw materials; domestic and foreign governmental and public policy changes or developments, including environmental regulations, conflict minerals disclosure requirements, and tax policies; protection and validity of patent and other intellectual property rights; the impact of legal matters and legal compliance risks, including product recalls; conditions and events affecting domestic and global financial and capital markets; and a downgrade in Dover's credit ratings which, among other matters, could make obtaining financing more difficult and costly. Dover refers you to the documents that it files from time to time with the Securities and Exchange Commission, such as its reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause its actual results to differ materially from its current expectations and from the forward-looking statements contained herein. Dover undertakes no obligation to update any forward-looking statement, except as required by law.

INVESTOR SUPPLEMENT - FOURTH QUARTER AND FULL YEAR 2016

DOVER CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS

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



	Three Months Ended December 31,						Years Ended December 31,
	2016			2015			2016			2015
Revenue	$	1,777,961		$	1,694,600		$	6,794,342		$	6,956,311
Cost of goods and services	1,158,257			1,080,791			4,322,373			4,388,167
Gross profit	619,704			613,809			2,471,969			2,568,144
Selling, general, and administrative expenses	455,622			414,365			1,757,523			1,647,382
Operating earnings	164,082			199,444			714,446			920,762
Interest expense	35,515			32,520			136,401			131,676
Interest income	(2,738		)	(1,271		)	(6,759		)	(4,419		)
Other income, net	(191		)	(1,295		)	(7,930		)	(7,105		)
Gain on sale of businesses	(84,537		)	—			(96,598		)	—
Earnings before provision for income taxes and discontinued operations	216,033			169,490			689,332			800,610
Provision for income taxes	54,871			32,916			180,440			204,729
Earnings from continuing operations	161,162			136,574			508,892			595,881
Earnings from discontinued operations, net	—			5,251			—			273,948
Net earnings	$	161,162		$	141,825		$	508,892		$	869,829

Basic earnings per common share:
Earnings from continuing operations	$	1.04		$	0.88		$	3.28		$	3.78
Earnings from discontinued operations, net	—			0.03			—			1.74
Net earnings	1.04			0.92			3.28			5.52

Weighted average shares outstanding	155,376			154,986			155,231			157,619

Diluted earnings per common share:
Earnings from continuing operations	$	1.03		$	0.87		$	3.25		$	3.74
Earnings from discontinued operations, net	—			0.03			—			1.72
Net earnings	1.03			0.91			3.25			5.46

Weighted average shares outstanding	156,816			156,254			156,636			159,172

Dividends paid per common share	$	0.44		$	0.42		$	1.72		$	1.64

DOVER CORPORATION

QUARTERLY SEGMENT INFORMATION

(unaudited)(in thousands)



	2016															2015
	Q1			Q2			Q3			Q4			FY 2016			Q1			Q2			Q3			Q4			FY 2015
REVENUE
Energy	$	283,230		$	259,008		$	273,248		$	292,952		$	1,108,438		$	430,423		$	366,044		$	363,872		$	323,341		$	1,483,680

Engineered Systems
Printing & Identification	239,681			263,648			253,091			266,082			1,022,502			230,181			229,934			227,992			255,563			943,670
Industrials	337,314			328,784			317,471			360,212			1,343,781			343,015			363,157			351,404			341,667			1,399,243
	576,995			592,432			570,562			626,294			2,366,283			573,196			593,091			579,396			597,230			2,342,913

Fluids	399,062			405,838			412,822			482,852			1,700,574			340,236			351,511			352,018			355,508			1,399,273

Refrigeration & Food Equipment	363,252			429,386			451,328			376,373			1,620,339			372,097			448,115			492,460			418,758			1,731,430

Intra-segment eliminations	(266		)	(319		)	(197		)	(510		)	(1,292		)	(451		)	(133		)	(164		)	(237		)	(985		)
Total consolidated revenue	$	1,622,273		$	1,686,345		$	1,707,763		$	1,777,961		$	6,794,342		$	1,715,501		$	1,758,628		$	1,787,582		$	1,694,600		$	6,956,311

NET EARNINGS
Segment Earnings:
Energy	$	11,244		$	(75	)	$	13,279		$	30,888		$	55,336		$	52,305		$	40,909		$	48,726		$	31,250		$	173,190
Engineered Systems	93,748			104,034			97,240			96,807			391,829			88,149			96,702			102,866			89,244			376,961
Fluids	46,047			54,033			66,178			34,663			200,921			54,634			70,168			74,911			62,404			262,117
Refrigeration & Food Equipment	38,161			63,230			64,111			118,126			283,628			36,150			65,732			76,665			42,752			221,299
Total segments	189,200			221,222			240,808			280,484			931,714			231,238			273,511			303,168			225,650			1,033,567
Corporate expense / other	29,862			24,566			26,638			31,674			112,740			34,526			20,382			25,881			24,911			105,700
Interest expense	33,318			33,779			33,789			35,515			136,401			33,005			33,053			33,098			32,520			131,676
Interest income	(1,604		)	(1,622		)	(795		)	(2,738		)	(6,759		)	(968		)	(1,065		)	(1,115		)	(1,271		)	(4,419		)
Earnings from continuing operations before provision for income taxes	127,624			164,499			181,176			216,033			689,332			164,675			221,141			245,304			169,490			800,610
Provision for income taxes	28,268			46,209			51,092			54,871			180,440			47,485			65,507			58,821			32,916			204,729
Earnings from continuing operations	99,356			118,290			130,084			161,162			508,892			117,190			155,634			186,483			136,574			595,881
Earnings (loss) from discontinued operations, net	—			—			—			—			—			92,320			176,762			(385		)	5,251			273,948
Net earnings	$	99,356		$	118,290		$	130,084		$	161,162		$	508,892		$	209,510		$	332,396		$	186,098		$	141,825		$	869,829

SEGMENT OPERATING MARGIN
Energy	4.0		%	—		%	4.9		%	10.5		%	5.0		%	12.2		%	11.2		%	13.4		%	9.7		%	11.7		%
Engineered Systems	16.2		%	17.6		%	17.0		%	15.5		%	16.6		%	15.4		%	16.3		%	17.8		%	14.9		%	16.1		%
Fluids	11.5		%	13.3		%	16.0		%	7.2		%	11.8		%	16.1		%	20.0		%	21.3		%	17.6		%	18.7		%
Refrigeration & Food Equipment	10.5		%	14.7		%	14.2		%	31.4		%	17.5		%	9.7		%	14.7		%	15.6		%	10.2		%	12.8		%
Total segment operating margin	11.7		%	13.1		%	14.1		%	15.8		%	13.7		%	13.5		%	15.6		%	17.0		%	13.3		%	14.9		%

DEPRECIATION AND AMORTIZATION EXPENSE
Energy	$	34,160		$	33,289		$	32,605		$	31,366		$	131,420		$	34,427		$	32,740		$	31,858		$	42,754		$	141,779
Engineered Systems	16,036			16,075			16,238			25,597			73,946			14,526			14,392			14,503			16,493			59,914
Fluids	20,511			20,981			20,833			22,899			85,224			13,848			13,648			13,367			15,215			56,078
Refrigeration & Food Equipment	16,728			16,881			16,146			15,263			65,018			16,458			16,406			16,609			16,601			66,074
Corporate	1,169			868			901			2,193			5,131			923			841			837			643			3,244
Total depreciation and amortization expense	$	88,604		$	88,094		$	86,723		$	97,318		$	360,739		$	80,182		$	78,027		$	77,174		$	91,706		$	327,089

DOVER CORPORATION

QUARTERLY SEGMENT INFORMATION

(continued)

(unaudited)(in thousands)



	2016															2015
	Q1			Q2			Q3			Q4			FY 2016			Q1			Q2			Q3			Q4			FY 2015
BOOKINGS
Energy	$	273,445		$	246,021		$	270,685		$	299,771		$	1,089,922		$	416,628		$	345,079		$	351,557		$	315,996		$	1,429,260

Engineered Systems
Printing & Identification	242,569			266,490			248,443			268,951			1,026,453			235,617			224,203			226,756			250,639			937,215
Industrials	329,957			304,345			331,435			374,073			1,339,810			337,070			336,173			338,744			357,451			1,369,438
	572,526			570,835			579,878			643,024			2,366,263			572,687			560,376			565,500			608,090			2,306,653

Fluids	418,345			413,767			413,535			457,283			1,702,930			339,310			333,695			357,032			321,154			1,351,191

Refrigeration & Food Equipment	411,367			468,661			429,134			336,645			1,645,807			419,659			486,793			430,681			379,967			1,717,100

Intra-segment eliminations	(90		)	(944		)	(245		)	(308		)	(1,587		)	(628		)	(417		)	(385		)	(486		)	(1,916		)

Total consolidated bookings	$	1,675,593		$	1,698,340		$	1,692,987		$	1,736,415		$	6,803,335		$	1,747,656		$	1,725,526		$	1,704,385		$	1,624,721		$	6,802,288

BACKLOG
Energy	$	144,828		$	129,873		$	126,519		$	134,181					$	212,060		$	194,819		$	156,631		$	155,586

Engineered Systems
Printing & Identification	102,640			104,509			101,190			98,924						108,151			103,403			100,476			98,288
Industrials	235,384			210,646			224,892			252,780						276,598			248,592			236,298			250,725
	338,024			315,155			326,082			351,704						384,749			351,995			336,774			349,013

Fluids	286,457			315,786			318,246			331,238						259,504			240,389			236,608			243,459

Refrigeration & Food Equipment	303,479			332,312			309,462			258,329						337,084			373,193			307,351			247,352

Intra-segment eliminations	(36		)	(265		)	(252		)	(102		)				(595		)	(354		)	(598		)	(808		)

Total consolidated backlog	$	1,072,752		$	1,092,861		$	1,080,057		$	1,075,350					$	1,192,802		$	1,160,042		$	1,036,766		$	994,602

DOVER CORPORATION

QUARTERLY EARNINGS PER SHARE

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



Earnings Per Share
	2016										2015
	Q1		Q2		Q3		Q4		FY 2016		Q1		Q2		Q3			Q4		FY 2015
Basic earnings (loss) per common share:
Continuing operations	$	0.64	$	0.76	$	0.84	$	1.04	$	3.28	$	0.72	$	0.98	$	1.20		$	0.88	$	3.78
Discontinued operations	—		—		—		—		—		0.57		1.11		—			0.03		1.74
Net earnings	$	0.64	$	0.76	$	0.84	$	1.04	$	3.28	$	1.30	$	2.10	$	1.20		$	0.92	$	5.52

Diluted earnings (loss) per common share:
Continuing operations	$	0.64	$	0.76	$	0.83	$	1.03	$	3.25	$	0.72	$	0.97	$	1.19		$	0.87	$	3.74
Discontinued operations	—		—		—		—		—		0.57		1.10		—			0.03		1.72
Net earnings	$	0.64	$	0.76	$	0.83	$	1.03	$	3.25	$	1.28	$	2.07	$	1.19		$	0.91	$	5.46

Net earnings (loss) and average shares used in calculated earnings (loss) per share amounts are as follows:

Net earnings (loss):
Continuing operations	$	99,356	$	118,290	$	130,084	$	161,162	$	508,892	$	117,190	$	155,634	$	186,483		$	136,574	$	595,881
Discontinued operations	—		—		—		—		—		92,320		176,762		(385		)	5,251		273,948
Net earnings	$	99,356	$	118,290	$	130,084	$	161,162	$	508,892	$	209,510	$	332,396	$	186,098		$	141,825	$	869,829

Average shares outstanding:
Basic	155,064		155,180		155,300		155,376		155,231		161,650		158,640		155,300			154,986		157,619
Diluted	156,161		156,595		156,798		156,816		156,636		163,323		160,398		156,560			156,254		159,172



Adjusted Earnings Per Share (Non-GAAP)
Earnings from continuing operations are adjusted by gains (losses) from discrete and other tax items, gain on disposition of businesses, and a product recall charge to derive adjusted earnings from continuing operations and adjusted diluted earnings per common share as follows:

	2016														2015
	Q1		Q2			Q3			Q4			FY 2016			Q1		Q2		Q3		Q4		FY 2015
Adjusted earnings from continuing operations:
Earnings from continuing operations	$	99,356	$	118,290		$	130,084		$	161,162		$	508,892		$	117,190	$	155,634	$	186,483	$	136,574	$	595,881
Gains (losses) from discrete and other tax items	7,348		(1,221		)	(304		)	7,752			13,575			—		—		8,131		9,382		17,513
Gain on dispositions, net of tax	11,228		—			—			56,975			68,203			—		—		—		—		—
Product recall charge, net of tax	—		—			—			(14,237		)	(14,237		)	—		—		—		—		—
Adjusted earnings from continuing operations	$	80,780	$	119,511		$	130,388		$	110,672		$	441,351		$	117,190	$	155,634	$	178,352	$	127,192	$	578,368

Adjusted diluted earnings per common share:
Earnings from continuing operations	$	0.64	$	0.76		$	0.83		$	1.03		$	3.25		$	0.72	$	0.97	$	1.19	$	0.87	$	3.74
Gains (losses) from discrete and other tax items	0.05		(0.01		)	—			0.05			0.09			—		—		0.05		0.06		0.11
Gain on dispositions, net of tax	0.07		—			—			0.36			0.44			—		—		—		—		—
Product recall charge, net of tax	—		—			—			(0.09		)	(0.09		)	—		—		—		—		—
Adjusted earnings from continuing operations	$	0.52	$	0.76		$	0.83		$	0.71		$	2.82		$	0.72	$	0.97	$	1.14	$	0.81	$	3.63

* Per share data may not add due to rounding.

DOVER CORPORATION

CONSOLIDATED BALANCE SHEETS

(unaudited)(in thousands)



	December 31, 2016		December 31, 2015
Assets:
Cash and cash equivalents	$	349,146	$	362,185
Receivables, net of allowances	1,265,201		1,120,490
Inventories, net	870,487		802,895
Prepaid and other current assets	104,357		133,440
Property, plant and equipment, net	945,670		854,269
Goodwill	4,562,677		3,737,389
Intangible assets, net	1,802,923		1,413,223
Other assets and deferred charges	215,530		182,185
Total assets	$	10,115,991	$	8,606,076

Liabilities and Stockholders' Equity:
Notes payable and current maturities of long-term debt	$	414,550	$	151,122
Payables and accrued expenses	1,525,768		1,216,060
Deferred taxes and other non-current liabilities	1,169,290		990,664
Long-term debt	3,206,637		2,603,655
Stockholders' equity	3,799,746		3,644,575
Total liabilities and stockholders' equity	$	10,115,991	$	8,606,076

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)(in thousands)



	Years Ended December 31,
	2016			2015
Operating activities:
Net earnings	$	508,892		$	869,829
Earnings from discontinued operations, net	—			(273,948		)
Depreciation and amortization	360,739			327,089
Stock-based compensation	21,015			30,697
Contributions to employee benefit plans	(25,691		)	(21,942		)
Gain on sale of businesses	(96,598		)	—
Net change in assets and liabilities	93,618			17,334
Net cash provided by operating activities of continuing operations	861,975			949,059

Investing activities:
Additions to property, plant and equipment	(165,205		)	(154,251		)
Acquisitions (net of cash and cash equivalents acquired)	(1,561,737		)	(567,843		)
Proceeds from the sale of property, plant and equipment	17,749			14,604
Proceeds from the sale of businesses	206,407			689,314
Settlement of net investment hedge	—			(17,752		)
Other	(1,057		)	1,350
Net cash used in investing activities of continuing operations	(1,503,843		)	(34,578		)

Financing activities:
Change in commercial paper and notes payable, net	254,834			(327,000		)
Net increase in debt	654,382			94,252
Dividends to stockholders	(268,339		)	(257,969		)
Purchase of common stock	—			(600,164		)
Net proceeds from exercise of share-based awards	(7,269		)	(1,005		)
Net cash provided by (used in) financing activities of continuing operations	633,608			(1,091,886		)

Net cash used in discontinued operations	—			(115,930		)

Effect of exchange rate changes on cash	(4,779		)	(26,061		)

Net decrease in cash and cash equivalents	(13,039		)	(319,396		)
Cash and cash equivalents at beginning of period	362,185			681,581
Cash and cash equivalents at end of period	$	349,146		$	362,185

ADDITIONAL INFORMATION

FOURTH QUARTER AND FULL YEAR 2016

(Amounts in thousands except share data and where otherwise indicated)

Acquisitions

During the fourth quarter of 2016, the Company completed the acquisitions of Ravaglioli S.p.A. Group, a provider of automotive service equipment, and Wayne Fueling Systems Ltd., a provider of fuel dispensing, payment, systems and aftermarket services for retail and commercial fuel stations. These acquisitions were acquired to complement and expand upon existing operations within the Engineered Systems and Fluids segments, respectively. For the full year 2016, Dover made a total of six acquisitions for a net cash consideration totaling $1,561.7 million.

Disposed Businesses

For the full year 2016, the Company completed the sale of Texas Hydraulics, a custom manufacturer of fluid power components, during the first quarter of 2016 as well as Tipper Tie, a global supplier of processing and clip packaging machines, during the fourth quarter of 2016. These disposals did not represent strategic shifts in operations and, therefore, did not qualify for presentation as a discontinued operation. Upon disposal of these businesses, the Company recognized total proceeds of $47.3 million and $158.9 million, which resulted in an after-tax gain on sale of $11.2 million and $57.0 million, respectively.

Restructuring

During the quarter, the Company took actions to adjust our costs and streamline our businesses, resulting in $8.8 million, or $0.04 EPS, of restructuring charges. These charges were incurred primarily within our Fluids segment with costs incurred of $7.8 million. For full year, restructuring costs totaled $40.2 million, or $0.18 EPS, of which primarily $18.5 million was incurred in Energy and $16.9 million in Fluids.

Tax Rate

The effective tax rate on continuing operations was 25.4% and 19.4% for the fourth quarters of 2016 and 2015, respectively. On a full year basis, the effective tax rates on continuing operations for 2016 and 2015 were 26.2% and 25.6%, respectively. The 2016 and 2015 rates were favorably impacted by discrete and other items, as shown in the reconciliation for quarterly earnings per share included herein. After adjusting for discrete and other items, the fourth quarter effective tax rates were 29.0% and 25.0% for 2016 and 2015, respectively, and the full year rates were 28.1% and 27.8% for 2016 and 2015, respectively. The increase in the effective tax rate year over year is principally due to adjustments of the tax accounts to the U.S. tax return filed.

Capitalization

The following table provides a reconciliation of total debt and net debt to net capitalization to the most directly comparable GAAP measures:



Net Debt to Net Capitalization Ratio (Non-GAAP)	December 31, 2016			December 31, 2015
Current maturities of long-term debt	$	6,950		$	122
Commercial paper	407,600			151,000
Notes payable and current maturities of long-term debt	414,550			151,122
Long-term debt	3,206,637			2,603,655
Total debt	3,621,187			2,754,777
Less: Cash and cash equivalents	(349,146		)	(362,185		)
Net debt	3,272,041			2,392,592
Add: Stockholders' equity	3,799,746			3,644,575
Net capitalization	$	7,071,787		$	6,037,167
Net debt to net capitalization	46.3		%	39.6		%

Quarterly Cash Flow



	2016															2015
	Q1			Q2			Q3			Q4			FY 2016			Q1			Q2			Q3			Q4			FY 2015
Net Cash Flows Provided By (Used In):
Operating activities	$	133,413		$	207,868		$	231,665		$	289,029		$	861,975		$	131,332		$	218,911		$	282,213		$	316,603		$	949,059
Investing activities	(425,857		)	(69,415		)	(66,110		)	(942,461		)	(1,503,843		)	156,585			457,875			(33,454		)	(615,584		)	(34,578		)
Financing activities	178,507			(127,678		)	98,491			484,288			633,608			(416,603		)	(608,329		)	(86,033		)	19,079			(1,091,886		)

Quarterly Free Cash Flow (Non-GAAP)



	2016															2015
	Q1			Q2			Q3			Q4			FY 2016			Q1			Q2			Q3			Q4			FY 2015
Cash flow from operating activities	$	133,413		$	207,868		$	231,665		$	289,029		$	861,975		$	131,332		$	218,911		$	282,213		$	316,603		$	949,059
Less: Capital expenditures	(37,230		)	(35,422		)	(43,116		)	(49,437		)	(165,205		)	(27,956		)	(43,807		)	(39,516		)	(42,972		)	(154,251		)
Free cash flow	$	96,183		$	172,446		$	188,549		$	239,592		$	696,770		$	103,376		$	175,104		$	242,697		$	273,631		$	794,808

Free cash flow as a percentage of earnings from continuing operations	96.8		%	145.8		%	144.9		%	148.7		%	136.9		%	88.2		%	112.5		%	130.1		%	200.4		%	133.4		%

Free cash flow as a percentage of revenue	5.9		%	10.2		%	11.0		%	13.5		%	10.3		%	6.0		%	10.0		%	13.6		%	16.1		%	11.4		%

Revenue Growth Factors



	2016
	Q1		Q2		Q3		Q4		Full Year
Organic	(7	)%	(7	)%	(7	)%	(2	)%	(5	)%
Acquisitions	6	%	6	%	6	%	11	%	7	%
Dispositions	(3	)%	(3	)%	(3	)%	(3	)%	(3	)%
Currency translation	(1	)%	—	%	(1	)%	(1	)%	(1	)%
	(5	)%	(4	)%	(5	)%	5	%	(2	)%

Non-GAAP Disclosures

In an effort to provide investors with additional information regarding our results as determined by GAAP, Management also discloses non-GAAP information that Management believes provides useful information to investors. Adjusted earnings from continuing operations, adjusted diluted earnings per common share, net debt, net capitalization, net debt to net capitalization ratio, free cash flow, organic revenue growth are not financial measures under GAAP and should not be considered as a substitute for earnings from continuing operations, diluted earnings per common share, debt or equity, cash flows from operating activities, or revenue as determined in accordance with GAAP, and they may not be comparable to similarly titled measures reported by other companies. Adjusted earnings from continuing operations represents earnings from continuing operations adjusted for gains or losses from discrete and other tax items, gain on disposition of businesses, and a product recall charge. Adjusted diluted earnings per common share represents adjusted earnings from continuing operations divided by average diluted shares. Management believes this information is useful to investors to better understand the company’s ongoing profitability and facilitates easier comparisons of the company’s profitability to prior and future periods and to its peers. Net debt represents total debt minus cash and cash equivalents. Net capitalization represents net debt plus stockholders' equity. Management believes the net debt to net capitalization ratio is useful to assess our overall financial leverage and capacity. Free cash flow represents net cash provided by operating activities minus capital expenditures. Management believes that free cash flow is an important measure of operating performance because it provides management and investors a measurement of cash generated from operations that is available for mandatory payment obligations and investment opportunities, such as funding acquisitions, paying dividends, repaying debt and repurchasing our common stock. Management believes that reporting organic revenue growth, which excludes the impact of foreign currency exchange rates and the impact of acquisitions and dispositions, provides a useful comparison of our revenue performance and trends between periods.

a201701268kexhibit992

Earnings Conference Call Fourth Quarter 2016 January 26, 2017 – 9:00am CT

2 Forward looking statements and non-GAAP measures We want to remind everyone that our comments may contain forward-looking statements that are inherently subject to uncertainties and risks. We caution everyone to be guided in their analysis of Dover Corporation by referring to the documents we file from time to time with the SEC, including our Form 10-K for 2015, for a list of factors that could cause our results to differ from those anticipated in any such forward-looking statements. We would also direct your attention to our website, dovercorporation.com, where considerably more information can be found. This document contains non-GAAP financial information. Reconciliations of non-GAAP measures are included either in this presentation or Dover’s earnings release and investor supplement for the fourth quarter, which are available on our website. 2

3 $0.00 $0.25 $0.50 $0.75 $1.00 $1.25 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Earnings per share Adj. EPS* Q4 2016 Performance Earnings Per Share (continuing operations) Q4 Q4/Q4 * Excludes discrete tax benefits of $0.05 in Q3 2015, $0.06 in Q4 2015, $0.05 in Q1 2016, $0.05 in Q4 2016, a $0.01 discrete tax expense in Q2 2016, a $0.07 gain on a disposition in Q1 2016, a $0.36 gain on a disposition in Q4 2016, and a $0.09 voluntary product recall charge in Q4 2016 (d) See Press Release for free cash flow reconciliation 3 Quarterly Comments 2015 2016  Revenue growth driven from acquisitions and solid Printing & Identification, Bearings & Compression, and Hygienic & Pharma markets, partially offset by declines in oil & gas markets, and dispositions  U.S. organic activity was flat, ex. Energy. European and China organic activity both improved  Adjusted Segment margin impacted by lower organic volume, production inefficiencies, and acquisition-related costs  Bookings growth largely driven by acquisitions, partially offset by impact of soft longer cycle oil & gas markets and dispositions  Book-to-bill of 0.98 Note: EPS and Adj. EPS include restructuring costs of $0.10 in Q1 2015, $0.01 in Q2 2015, $0.05 in Q3 2015, $0.08 in Q4 2015, $0.07 in Q1 2016, $0.04 in Q2 2016, $0.04 in Q3 2016, and $0.04 in Q4 2016 Revenue $1.8B 5% $6.8B -2% EPS (cont.) $1.03 18% $3.25 -13% Adj. EPS (cont.) $0.71 -12% $2.82 -22% Bookings $1.7B 7% $6.8B flat Seg. Margin 15.8% 250 bps 13.7% -120 bps Adj. Seg. Margin (a) 12.8% -150 bps 13.2% -240 bps Organic Rev. (b) -2% -5% Net Acq. Growth (c) 8% 4% Cash flow from Ops $289M -9% $862M -9% FCF (d) $240M -12% $697M -12% (a) Adjusted for $9M of restructuring in Q4 2016, $16M in Q4 2015, $40M for FY 2016, and $55M for FY 2015; also adjusted for voluntary product recall charges of $23M in Q4 2016, gain on disposition of $12M in Q1 2016 and $85M in Q4 2016. FY FY/FY (b) Change in revenue from businesses owned over 12 months, excluding FX impact (c) Change in revenue from acquisitions, less revenue from dispositions *

4 Revenue Q4 2016 Energy Engineered Systems Fluids Refrigeration & Food Equip Total Dover Organic -8% 1% flat -1% -2% Acquisitions - 8% 37% - 11% Dispositions - -3% - -9% -3% Currency -1% -1% -1% - -1% Total -9% 5% 36% -10% 5% FY 2016 Energy Engineered Systems Fluids Refrigeration & Food Equip Total Dover Organic -24% 2% -5% flat -5% Acquisitions - 4% 28% - 7% Dispositions - -4% - -6% -3% Currency -1% -1% -1% - -1% Total -25% 1% 22% -6% -2%

5 Energy  Revenue decrease driven by year-over-year declines in oil & gas market fundamentals – Q4 2016 revenue up 7% sequentially – Bearings & Compression growth driven by positive customer mix  Margin of 10.5% exceeds expectation, reflecting very strong incrementals  YoY bookings decline narrows on upstream recovery – Bookings up 11% sequentially  Book-to-bill at 1.02 5 $ in millions * Q4 2016 earnings adjusted for $1M restructuring, Q4 2015 adjusted for $4M in restructuring costs Q4 2016 Q4 2015 % Change % Organic Revenue $293 $323 -9% -8% Earnings $ 31 $ 31 -1% Margin 10.5% 9.7% 80 bps Adj. Earnings* $ 32 $ 35 -9% Adj. Margin* 11.0% 11.0% flat Bookings $300 $316 -5% -4% Revenue by End-Market % of Q4 Revenue Q4/Q4 Growth Organic Growth Drilling & Production 65% -13% -13% Bearings & Compression 25% 8% 13% Automation 10% -19% -19%

6 Engineered Systems  Organic revenue growth of 1% – 5% organic growth in Printing & Identification driven by strong marking & coding and digital textile markets – Industrial’s organic decline driven by reduced activity in Environmental Solutions  Margin of 15.5% primarily reflects benefits of productivity  Bookings growth reflects strong order activity in Printing & Identification and acquisition growth, partially offset by dispositions and soft Environmental Solutions activity  Book-to-bill of 1.03 6 Q4 2016 Q4 2015 % Change % Organic Revenue(a) $626 $597 5% 1% Earnings $ 97 $ 89 8% Margin 15.5% 14.9% 60 bps Adj. Earnings* $ 97 $ 94 3% Adj. Margin* 15.5% 15.7% -20 bps Bookings(b) $643 $608 6% 2% Revenue by End-Market % of Q4 Revenue Q4/Q4 Growth Organic Growth Printing & Identification 42% 4% 5% Industrial 58% 5% -1% $ in millions (a) Revenue increased 5% overall, reflecting organic growth of 1% and acquisition growth of 8%, offset by a 3% impact from dispositions and a 1% unfavorable impact from FX (b) Bookings growth of 6% reflects organic growth of 2% and acquisition growth of 8%, partially offset by a 3% impact from dispositions and a 1% unfavorable impact from FX * Q4 2015 earnings adjusted for $5M in restructuring costs

7 Fluids  Revenue growth driven by acquisitions – Organic revenue essentially flat  Strong Hygienic & Pharma markets  Improved activity in Petrochemical & Polymer markets  Weak longer cycle oil & gas markets, especially transport  Margin impacted by product recall charge and acquisitions  Bookings growth driven by acquisitions  Book-to-bill at 0.95 7 $ in millions Revenue by End-Market % of Q4 Revenue Q4/Q4 Growth Organic Growth Pumps 35% 9% 4% Fluid Transfer 65% 57% -4% Q4 2016 Q4 2015 % Change % Organic Revenue $483 $356 36% flat Earnings $ 35 $ 62 -44% Margin 7.2% 17.6% NM Adj. Earnings* $ 66 $ 64 3% Adj. Margin* 13.6% 17.9% -430 bps Bookings $457 $321 42% -3% * Q4 2016 earnings adjusted for $8M in restructuring costs and $23M in voluntary product recall charges, Q4 2015 adjusted for $1M in restructuring costs

8 Refrigeration & Food Equipment  Organic revenue decline of 1% primarily driven by project timing in can-shaping equipment business  Margin performance reflects gain on disposition, partially offset by production inefficiencies at Hillphoenix and product mix  Organic bookings decline of 2% largely reflects softer standard retail refrigeration case activity  Book-to-bill at 0.89 8 $ in millions Revenue by End-Market % of Q4 Revenue Q4/Q4 Growth Organic Growth Refrigeration 78% -5% 1% Food Equipment 22% -26% -8% (a) Revenue decline of 10% reflects organic decline of 1% and a 9% impact from dispositions (b) Bookings decline of 11% reflects an organic decline of 2% and a 9% impact from dispositions Q4 2016 Q4 2015 % Change % Organic Revenue(a) $376 $419 -10% -1% Earnings $118 $ 43 176% Margin 31.4% 10.2% NM Adj. Earnings* $ 34 $ 49 -30% Adj. Margin* 9.0% 11.7% -270 bps Bookings(b) $337 $380 -11% -2% * Q4 2016 earnings adjusted for $85M gain on disposition and $1M in restructuring costs, Q4 2015 earnings adjusted for $6M in restructuring costs

9 Q4 2016 Overview 9 Q4 2016 Net Interest Expense $33 million, in-line with forecast Corporate Expense $32 million, higher than forecast, includes $3 million settlement charge Effective Tax Rate (ETR) Q4 rate was 25.4%. Excluding discrete tax items, Q4 rate was 29.0% Capex $49 million, generally in-line with forecast Share Repurchases No activity

10 FY 2017F Guidance  Corporate expense: ≈ $125 million  Net interest expense: ≈ $133 million  Full-year tax rate: ≈ 28%  Capital expenditures: ≈ 2.4% of revenue  FY free cash flow: ≈ 11% of revenue 2017F Energy Engineered Systems Fluids Refrigeration & Food Equip Total Organic rev. 13% - 16% 1% - 3% 0% - 2% 0% - 2% 3% - 5% Acquisitions - ≈ 7% ≈ 31% - ≈ 10% Dispositions - (1%) - (5%) (1%) Currency (1%) (2%) (2%) (1%) (2%) Total revenue 12% - 15% 5% - 7% 29% - 31% (6% - 4%) 10% - 12%

11 2017F EPS Guidance – Bridge  2016 EPS – Continuing Ops (GAAP): $3.25 – Less 2016 gain on dispositions(1): (0.44) – Less 2016 earnings from dispositions(2) : (0.05) – Plus 2016 charges related to expected recall: 0.09  2016E Adjusted EPS $2.85 – Net restructuring(3): 0.08 - 0.10 – Performance including restructuring benefits: 0.81 – 0.95 – Compensation & investment: (0.15 - 0.13) – Interest / Corp. / Tax rate / Shares / Other (net): (0.19 - 0.17)  2017F EPS – Continuing Ops $3.40 - $3.60 (2) Includes 2016 operating earnings from THI and Tipper Tie (3) Includes restructuring costs of approximately $0.18 in FY 2016 and $0.08 - $0.10 in FY 2017F (1) Includes $0.07 gain on the disposition of THI in Q1 2016 and $0.36 gain on disposition of Tipper Tie in Q4 2016

13 Appendix

14 2016 EPS – Bridge  2015 EPS – Continuing Ops (GAAP) $ 3.74 – Less 2015 tax items(1): (0.11)  2015 Adjusted EPS $ 3.63 – Net restructuring(2): 0.07 – Performance including restructuring benefits & net acquisitions (3): (0.40) – Compensation & investment: (0.05) – Interest / Corp. / Tax rate / Shares / Other (net): 0.00 – 2016 tax items(4): 0.09 – Voluntary product recall: (0.09)  2016 EPS – Continuing Ops (GAAP) $3.25 (1) Includes discrete tax benefits of $0.05 in Q3 2015 and $0.06 in Q4 2015 (2) Includes restructuring costs of $0.25 in FY 2015 and $0.18 in FY 2016 (3) Includes restructuring benefits of $0.47 and operating earnings of completed acquisitions less dispositions, as well as gains on dispositions (4) Includes discrete tax benefits of $0.05 in Q1 2016, $0.05 in Q4 2016, and a discrete tax cost of $0.01 in Q2 2016