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): October 20, 2015 
________________________________
 
DOVER CORPORATION
(Exact name of registrant as specified in its charter)
________________________________

 	
 	 	 	
State of Delaware	1-4018	53-0257888	
(State or other jurisdiction of incorporation)	 (Commission File Number)	(I.R.S. Employer Identification No.)	
 	 	 	
3005 Highland Parkway	 	 	
Downers Grove, Illinois	 	60515	
(Address of principal executive offices)	 	(Zip Code)	
(630) 541-1540
(Registrant’s telephone number, including area code)
 
______________________

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

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

 	

Item 2.02 Results of Operations and Financial Condition.
 
On October 20, 2015, Dover Corporation (i) issued the Press Release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended September 30, 2015; and (ii) posted on its website at
http://www.dovercorporation.com the presentation slides attached hereto as Exhibit 99.2 for the quarter ended September 30, 2015.
 
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 October 20, 2015.
99.2 Presentation Slides posted on Dover Corporation’s website at http://www.dovercorporation.com.

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

 	 	 	 	
Date:	October 20, 2015	DOVER CORPORATION	 	
 	 	(Registrant)	 	
 	 	 	 	 	
 	 	By:	/s/ Ivonne M. Cabrera	 	
 	 	 	Ivonne M. Cabrera	 	
 	 	 	Senior Vice President, General Counsel & Secretary	 	

EXHIBIT INDEX

Number	 	Exhibit	
99.1	 	Press Release of Dover Corporation dated October 20, 2015	
 	 	 	
99.2	 	Presentation Slides posted on Dover Corporation’s website at http://www.dovercorporation.com	

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 THIRD QUARTER 2015 RESULTS, UPDATES 2015 GUIDANCE, AND ANNOUNCES TWO ACQUISITIONS
 	 	
•	Reports quarterly revenue of $1.8 billion, a decrease of 11% from the prior year	
 	 	
•	Delivers quarterly diluted earnings per share from continuing operations of $1.19, including $0.05 of discrete tax benefits	
 	 	
•	Updates full year 2015 diluted earnings per share from continuing operations to now be in the range of $3.73 to $3.80, including discrete tax benefits	
 	 	
•	Signs definitive agreements to acquire two businesses with combined 2016 revenue of approximately $165 million	

Downers Grove, Illinois, October 20, 2015 — Dover (NYSE: DOV) announced today that for the third quarter ended September 30, 2015, revenue was $1.8 billion, a decrease of 11% from the prior year. The decrease in revenue was driven by an organic revenue decline of 10% and an unfavorable impact from foreign exchange of 4%, partially offset by 3% growth from acquisitions. Earnings from continuing operations were $186.5 million, a decrease of 17% as compared to $225.7 million for the prior year period. Diluted earnings per share from continuing operations ("EPS") for the third quarter ended September 30, 2015 were $1.19, compared to $1.34 EPS in the prior year period, representing a decrease of 11%. EPS from continuing operations for the third quarter of 2015 included discrete tax benefits of $0.05, compared to $0.03 EPS in the prior year period. Excluding these items, adjusted EPS from continuing operations for the third quarter of 2015 was $1.14, a decrease of 13% over an adjusted EPS of $1.31 in the prior year period. EPS for the third quarter ended September 30, 2015 and 2014 includes restructuring costs of $0.05 EPS and $0.01 EPS, respectively.

Revenue for the nine months ended September 30, 2015 was $5.3 billion, a decrease of 9% over the prior year, reflecting an organic revenue decline of 9% and an unfavorable impact from foreign exchange of 4%, offset by 4% growth from acquisitions. Earnings from continuing operations for the nine months ended September 30, 2015 were $459.3 million, a decrease of 24% as compared to $606.3 million for the prior year period. Diluted EPS for the nine months ended September 30, 2015 was $2.87, compared to $3.57 EPS in the prior year period, representing a decrease of 20%. EPS from continuing operations for the nine months ended September 30, 2015 included discrete tax benefits of $0.05, compared to $0.04 EPS in the prior year period. Excluding these items, adjusted EPS from continuing operations decreased 20% to $2.82 from an adjusted EPS of $3.53 in the prior year period. EPS for the nine months ended September 30, 2015 and 2014 includes restructuring costs of $0.17 EPS and $0.03 EPS, respectively.

Commenting on the third quarter results, Dover's President and Chief Executive Officer, Robert A. Livingston, said, "Overall, our third quarter performance was in line with our expectations. Our

team aggressively pursued cost actions and productivity initiatives, which helped to mitigate weak global macro conditions.

“We continued to pursue acquisitions that offer industry-leading products and significantly complement and expand our market positions. In this regard, I am pleased to announce we have signed definitive agreements to acquire two businesses, both of which are expected to close later in the fourth quarter. These acquisitions are in addition to our previously announced Tokheim deal.

“Specifically, we have agreed to acquire Italy-based JK Group SPA (“JK”), a leading manufacturer of innovative inks and consumables serving the fast-growing digital textile printing markets. JK’s digital inks will complement our MS Solutions equipment business, and will join the Engineered Systems segment under its Printing & Identification platform. We have also agreed to acquire Gala Industries, Inc. (“Gala”), a leading manufacturer of underwater pelletizing systems and solutions serving the plastics compounding industry, headquartered in Eagle Rock, Virginia. Gala will become part of our Maag business within the Fluids segment, and collectively, will provide our customers unequaled process and engineering expertise.”

The combined purchase price of JK and Gala will be approximately $520 million. JK and Gala are expected to have combined 2016 revenue of about $165 million and be about $0.11 accretive to continuing earnings per share in 2016. On an operating basis, which excludes purchase accounting amortization, JK and Gala are expected to be approximately $0.23 accretive in 2016. Combining JK and Gala with the previously announced Tokheim deal, Dover expects 2016 acquisition revenue to be approximately $500 million and 2016 continuing earnings per share accretion to be about $0.18. On an operating basis, which excludes normal transaction-related costs and purchase accounting amortization, these acquisitions are expected to be approximately $0.38 accretive in 2016. Dover expects to fund the nearly $1 billion in total acquisition spend with cash on hand and debt. Interest charges associated with the incremental debt financing are not included in the above earnings per share estimates.

"Looking to the remainder of 2015,” Mr. Livingston continued, “we have lowered our guidance to reflect the impact of generally weaker global market conditions. We expect full-year revenue to decline 10% to 11%, a two point reduction from our previous forecast. Within this revenue forecast, organic growth is anticipated to decline 9% to 10%, completed acquisitions will provide approximately 3% growth, and FX is expected to be a 4% headwind. In total, full year EPS is expected to be in the range of $3.73 to $3.80, as compared to our prior forecast of $3.75 to $3.90. This range includes approximately $0.20 of restructuring charges, representing a $0.02 increase from our last forecast, and now also includes $0.05 of discrete tax benefits . ”

Net earnings for the third quarter ended September 30, 2015, were $186.1 million, or $1.19 EPS, which included a loss from discontinued operations of $0.4 million, compared to net earnings of $231.8 million, or $1.38 EPS, for the same period of 2014, which included earnings from discontinued operations of $6.2 million, or $0.04 EPS.

Net earnings for the nine months ended September 30, 2015, were $728.0 million, or $4.55 EPS, which included earnings from discontinued operations of $268.7 million, or $1.68 EPS, compared to net earnings of $605.9 million, or $3.57 EPS, for the same period of 2014, which included a loss from discontinued operations of $0.4 million. 2015 earnings from discontinued operations included gains of $265.6 million, or $1.66 EPS, resulting from the disposition of two businesses held for sale.

Dover will host a webcast of its third quarter 2015 conference call at 10:00 A.M. Eastern Time (9:00 A.M. Central Time) on Tuesday, October 20, 2015. The webcast can be accessed on the Dover website at www.dovercorporation.com. The conference call will also be made available for replay

on the website. Additional information on Dover’s third quarter results and its operating segments can also be found on the Company’s website.

About Dover:

Dover is a diversified global manufacturer with annual revenues of approximately $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 60 years, our team of 26,000 employees takes an ownership mindset, collaborating with customers to redefine what’s possible.  Headquartered in Downers Grove, Illinois, Dover trades on the New York Stock Exchange under “DOV.” Additional information is available at www.dovercorporation.com.

Forward-Looking Statements:

This press release contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such statements relate to, among other things, operating and strategic plans, income, earnings, cash flows, 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; 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 - THIRD QUARTER 2015

DOVER CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)(in thousands, except per share data)

 	Three Months Ended September 30,	 	Nine Months Ended September 30,	
 	2015	 	2014	 	2015	 	2014	
Revenue	$	1,787,582	
 	 	$	2,009,575	
 	 	$	5,261,711	
 	 	$	5,774,781	
 	
Cost of goods and services	1,114,974	
 	 	1,235,153	
 	 	3,307,376	
 	 	3,524,400	
 	
Gross profit	672,608	
 	 	774,422	
 	 	1,954,335	
 	 	2,250,381	
 	
Selling and administrative expenses	395,688	
 	 	426,160	
 	 	1,233,017	
 	 	1,298,388	
 	
Operating earnings	276,920	
 	 	348,262	
 	 	721,318	
 	 	951,993	
 	
Interest expense, net	31,983	
 	 	31,231	
 	 	96,008	
 	 	95,847	
 	
Other income, net	(367	)	 	(1,032	)	 	(5,810	)	 	(7,074	)	
Earnings before provision for income taxes and discontinued operations	245,304	
 	 	318,063	
 	 	631,120	
 	 	863,220	
 	
Provision for income taxes	58,821	
 	 	92,380	
 	 	171,813	
 	 	256,915	
 	
Earnings from continuing operations	186,483	
 	 	225,683	
 	 	459,307	
 	 	606,305	
 	
(Loss) earnings from discontinued operations, net	(385	)	 	6,161	
 	 	268,697	
 	 	(364	)	
Net earnings	$	186,098	
 	 	$	231,844	
 	 	$	728,004	
 	 	$	605,941	

 	
Basic earnings per common share:	 	 	 	 	 	 	 	
Earnings from continuing operations	$	1.20	
 	 	$	1.36	
 	 	$	2.90	
 	 	$	3.62	
 	
Earnings (loss) from discontinued operations, net	—	
 	 	0.04	
 	 	1.70	
 	 	—	
 	
Net earnings	1.20	
 	 	1.40	
 	 	4.59	
 	 	3.62	

Weighted average shares outstanding	155,300	 	166,021	 	158,507	 	167,401	
 	 	 	 	 	 	 	 	
Diluted earnings per common share:	 	 	 	 	 	 	 	
Earnings from continuing operations	$	1.19	
 	 	$	1.34	
 	 	$	2.87	
 	 	$	3.57	
 	
Earnings (loss) from discontinued operations, net	—	
 	 	0.04	
 	 	1.68	
 	 	—	
 	
Net earnings	1.19	
 	 	1.38	
 	 	4.55	
 	 	3.57	

Weighted average shares outstanding	156,560	 	168,343	 	160,112	 	169,761	
 	 	 	 	 	 	 	 	
Dividends paid per common share	$	0.42	
 	 	$	0.40	
 	 	$	1.22	
 	 	$	1.15	

DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(unaudited)(in thousands)

 	2015	 	2014	
 	Q1	Q2	Q3	Q3 YTD	 	Q1	Q2	Q3	Q3 YTD	Q4	FY 2014	
REVENUE	 	 	 	 	 	 	 	 	 	 	 	
Energy	$	430,423	
 	$	366,044	
 	$	363,872	
 	$	1,160,339	
 	 	$	478,773	
 	$	481,016	
 	$	507,334	
 	$	1,467,123	
 	$	550,116	
 	$	2,017,239	

Engineered Systems	 	 	 	 	 	 	 	 	 	 	 	
Printing & Identification	230,181	
 	229,934	
 	227,992	
 	688,107	
 	 	231,679	
 	252,354	
 	257,282	
 	741,315	
 	247,569	
 	988,884	
 	
Industrials	343,015	
 	363,157	
 	351,404	
 	1,057,576	
 	 	335,995	
 	361,467	
 	355,019	
 	1,052,481	
 	344,600	
 	1,397,081	
 	
 	573,196	
 	593,091	
 	579,396	
 	1,745,683	
 	 	567,674	
 	613,821	
 	612,301	
 	1,793,796	
 	592,169	
 	2,385,965	

Fluids	340,236	
 	351,511	
 	352,018	
 	1,043,765	
 	 	345,009	
 	346,275	
 	361,797	
 	1,053,081	
 	377,485	
 	1,430,566	

Refrigeration & Food Equipment	372,097	
 	448,115	
 	492,460	
 	1,312,672	
 	 	411,493	
 	522,357	
 	528,807	
 	1,462,657	
 	458,532	
 	1,921,189	

Intra-segment eliminations	(451	)	(133	)	(164	)	(748	)	 	(379	)	(833	)	(664	)	(1,876	)	(355	)	(2,231	)	
Total consolidated revenue	$	1,715,501	
 	$	1,758,628	
 	$	1,787,582	
 	$	5,261,711	
 	 	$	1,802,570	
 	$	1,962,636	
 	$	2,009,575	
 	$	5,774,781	
 	$	1,977,947	
 	$	7,752,728	

NET EARNINGS	 	 	 	 	 	 	 	 	 	 	 	
Segment Earnings:	 	 	 	 	 	 	 	 	 	 	 	
Energy	$	52,305	
 	$	40,909	
 	$	48,726	
 	$	141,940	
 	 	$	118,968	
 	$	114,991	
 	$	122,738	
 	$	356,697	
 	$	105,118	
 	$	461,815	
 	
Engineered Systems	88,149	
 	96,702	
 	102,866	
 	287,717	
 	 	83,227	
 	101,766	
 	108,800	
 	293,793	
 	93,205	
 	386,998	
 	
Fluids	54,634	
 	70,168	
 	74,911	
 	199,713	
 	 	57,942	
 	63,112	
 	67,559	
 	188,613	
 	63,026	
 	251,639	
 	
Refrigeration & Food Equipment	36,150	
 	65,732	
 	76,665	
 	178,547	
 	 	44,862	
 	84,926	
 	78,012	
 	207,800	
 	30,934	
 	238,734	
 	
Total Segments	231,238	
 	273,511	
 	303,168	
 	807,917	
 	 	304,999	
 	364,795	
 	377,109	
 	1,046,903	
 	292,283	
 	1,339,186	
 	
Corporate expense / other	34,526	
 	20,382	
 	25,881	
 	80,789	
 	 	30,734	
 	29,287	
 	27,815	
 	87,836	
 	29,964	
 	117,800	
 	
Net interest expense	32,037	
 	31,988	
 	31,983	
 	96,008	
 	 	32,655	
 	31,961	
 	31,231	
 	95,847	
 	31,332	
 	127,179	
 	
Earnings from continuing operations before provision for income taxes	164,675	
 	221,141	
 	245,304	
 	631,120	
 	 	241,610	
 	303,547	
 	318,063	
 	863,220	
 	230,987	
 	1,094,207	
 	
Provision for income taxes	47,485	
 	65,507	
 	58,821	
 	171,813	
 	 	71,569	
 	92,966	
 	92,380	
 	256,915	
 	59,152	
 	316,067	
 	
Earnings from continuing operations	117,190	
 	155,634	
 	186,483	
 	459,307	
 	 	170,041	
 	210,581	
 	225,683	
 	606,305	
 	171,835	
 	778,140	
 	
Earnings (loss) from discontinued operations, net	92,320	
 	176,762	
 	(385	)	268,697	
 	 	(9,903	)	3,378	
 	6,161	
 	(364	)	(2,541	)	(2,905	)	
Net earnings	$	209,510	
 	$	332,396	
 	$	186,098	
 	$	728,004	
 	 	$	160,138	
 	$	213,959	
 	$	231,844	
 	$	605,941	
 	$	169,294	
 	$	775,235	

SEGMENT OPERATING MARGIN	 	 	 	 	 	 	 	 	 	
Energy	12.2	%	11.2	%	13.4	%	12.2	%	 	24.8	%	23.9	%	24.2	%	24.3	%	19.1	%	22.9	%	
Engineered Systems	15.4	%	16.3	%	17.8	%	16.5	%	 	14.7	%	16.6	%	17.8	%	16.4	%	15.7	%	16.2	%	
Fluids	16.1	%	20.0	%	21.3	%	19.1	%	 	16.8	%	18.2	%	18.7	%	17.9	%	16.7	%	17.6	%	
Refrigeration & Food Equipment	9.7	%	14.7	%	15.6	%	13.6	%	 	10.9	%	16.3	%	14.8	%	14.2	%	6.7	%	12.4	%	
Total Segment	13.5	%	15.6	%	17.0	%	15.4	%	 	16.9	%	18.6	%	18.8	%	18.1	%	14.8	%	17.3	%	
 	 	 	 	 	 	 	 	 	 	 	 	
DEPRECIATION AND AMORTIZATION EXPENSE	 	 	 	 	 	 	 	 	 	
Energy	$	34,427	
 	$	32,740	
 	$	31,858	
 	$	99,025	
 	 	$	25,575	
 	$	25,807	
 	$	27,145	
 	$	78,527	
 	$	33,429	
 	$	111,956	
 	
Engineered Systems	14,526	
 	14,392	
 	14,503	
 	43,421	
 	 	15,850	
 	15,982	
 	15,334	
 	47,166	
 	14,780	
 	61,946	
 	
Fluids	13,848	
 	13,648	
 	13,367	
 	40,863	
 	 	16,366	
 	15,308	
 	14,019	
 	45,693	
 	15,210	
 	60,903	
 	
Refrigeration & Food Equipment	16,458	
 	16,406	
 	16,609	
 	49,473	
 	 	17,212	
 	17,451	
 	17,073	
 	51,736	
 	16,965	
 	68,701	
 	
Corporate	923	
 	841	
 	837	
 	2,601	
 	 	870	
 	1,000	
 	910	
 	2,780	
 	902	
 	3,682	
 	
 	$	80,182	
 	$	78,027	
 	$	77,174	
 	$	235,383	
 	 	$	75,873	
 	$	75,548	
 	$	74,481	
 	$	225,902	
 	$	81,286	
 	$	307,188	

DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(continued)
(unaudited)(in thousands)

 	2015	 	2014	
 	Q1	Q2	Q3	Q3 YTD	 	Q1	Q2	Q3	Q3 YTD	Q4	FY 2014	
BOOKINGS	 	 	 	 	 	 	 	 	 	 	 	
Energy	$	416,628	
 	$	345,079	
 	$	351,557	
 	$	1,113,264	
 	 	$	478,469	
 	$	477,162	
 	$	526,134	
 	$	1,481,765	
 	$	534,646	
 	$	2,016,411	

Engineered Systems	 	 	 	 	 	 	 	 	 	 	 	
Printing & Identification	235,617	
 	224,203	
 	226,756	
 	686,576	
 	 	250,416	
 	245,429	
 	249,288	
 	745,133	
 	248,071	
 	993,204	
 	
Industrials	337,070	
 	336,173	
 	338,744	
 	1,011,987	
 	 	370,949	
 	363,773	
 	342,687	
 	1,077,409	
 	374,438	
 	1,451,847	
 	
 	572,687	
 	560,376	
 	565,500	
 	1,698,563	
 	 	621,365	
 	609,202	
 	591,975	
 	1,822,542	
 	622,509	
 	2,445,051	

Fluids	339,310	
 	333,695	
 	357,032	
 	1,030,037	
 	 	362,943	
 	375,009	
 	350,853	
 	1,088,805	
 	345,553	
 	1,434,358	

Refrigeration & Food Equipment	419,659	
 	486,793	
 	430,681	
 	1,337,133	
 	 	493,731	
 	542,810	
 	459,099	
 	1,495,640	
 	367,567	
 	1,863,207	

Intra-segment eliminations	(628	)	(417	)	(385	)	(1,430	)	 	(506	)	(1,089	)	(737	)	(2,332	)	(644	)	(2,976	)	
 	 	 	 	 	 	 	 	 	 	 	 	
Total consolidated bookings	$	1,747,656	
 	$	1,725,526	
 	$	1,704,385	
 	$	5,177,567	
 	 	$	1,956,002	
 	$	2,003,094	
 	$	1,927,324	
 	$	5,886,420	
 	$	1,869,631	
 	$	7,756,051	

BACKLOG	 	 	 	 	 	 	 	 	 	 	 	
Energy	$	212,060	
 	$	194,819	
 	$	156,631	
 	 	 	$	210,846	
 	$	206,415	
 	$	232,739	
 	 	$	233,347	

Engineered Systems	 	 	 	 	 	 	 	 	 	 	 	
Printing & Identification	108,151	
 	103,403	
 	100,476	
 	 	 	131,298	
 	128,912	
 	115,352	
 	 	110,359	
 	 	
Industrials	276,598	
 	248,592	
 	236,298	
 	 	 	266,517	
 	268,680	
 	254,612	
 	 	282,598	
 	 	
 	384,749	
 	351,995	
 	336,774	
 	 	 	397,815	
 	397,592	
 	369,964	
 	 	392,957	

Fluids	259,504	
 	240,389	
 	236,608	
 	 	 	328,617	
 	348,508	
 	323,424	
 	 	277,834	

Refrigeration & Food Equipment	337,084	
 	373,193	
 	307,351	
 	 	 	431,298	
 	450,065	
 	376,141	
 	 	282,507	

Intra-segment eliminations	(595	)	(354	)	(598	)	 	 	(374	)	(211	)	(302	)	
 	(431	)	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Total consolidated backlog	$	1,192,802	
 	$	1,160,042	
 	$	1,036,766	
 	 	 	$	1,368,202	
 	$	1,402,369	
 	$	1,301,966	
 	 	$	1,186,214	

DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)(in thousands, except per share data*)

 	2015	 	2014	
 	Q1	Q2	Q3	Q3 YTD	 	Q1	Q2	Q3	Q3 YTD	Q4	FY 2014	
Basic earnings (loss) per common share:	 	 	 	 	 	 	 	 	 	
Continuing operations	$	0.72	
 	$	0.98	
 	$	1.20	
 	$	2.90	
 	 	$	1.00	
 	$	1.26	
 	$	1.36	
 	$	3.62	
 	$	1.04	
 	$	4.67	
 	
Discontinued operations	0.57	
 	1.11	
 	—	
 	1.70	
 	 	$	(0.06	)	$	0.02	
 	$	0.04	
 	$	—	
 	$	(0.02	)	$	(0.02	)	
Net earnings	1.30	
 	2.10	
 	1.20	
 	4.59	
 	 	$	0.94	
 	$	1.29	
 	$	1.40	
 	$	3.62	
 	$	1.03	
 	$	4.65	

Diluted earnings (loss) per common share:	 	 	 	 	 	 	 	 	 	
Continuing operations	$	0.72	
 	$	0.97	
 	$	1.19	
 	$	2.87	
 	 	$	0.99	
 	$	1.25	
 	$	1.34	
 	$	3.57	
 	$	1.03	
 	$	4.61	
 	
Discontinued operations	0.57	
 	1.10	
 	—	
 	1.68	
 	 	$	(0.06	)	$	0.02	
 	$	0.04	
 	$	—	
 	$	(0.02	)	$	(0.02	)	
Net earnings	1.28	
 	2.07	
 	1.19	
 	4.55	
 	 	$	0.93	
 	$	1.27	
 	$	1.38	
 	$	3.57	
 	$	1.02	
 	$	4.59	

Adjusted diluted earnings per common share (calculated below):	
Continuing operations	$	0.72	
 	$	0.97	
 	$	1.14	
 	$	2.82	
 	 	$	0.97	
 	$	1.25	
 	$	1.31	
 	$	3.53	
 	$	1.01	
 	$	4.54	

Net earnings (loss) and average shares used in calculated earnings (loss) per share amounts are as follows:	
 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings (loss):	 	 	 	 	 	 	 	 	 	 	 	
Continuing operations	$	117,190	
 	$	155,634	
 	$	186,483	
 	$	459,307	
 	 	$	170,041	
 	$	210,581	
 	$	225,683	
 	$	606,305	
 	$	171,835	
 	$	778,140	
 	
Discontinued operations	92,320	
 	176,762	
 	(385	)	268,697	
 	 	(9,903	)	3,378	
 	6,161	
 	(364	)	(2,541	)	(2,905	)	
Net earnings	209,510	
 	332,396	
 	186,098	
 	728,004	
 	 	160,138	
 	213,959	
 	231,844	
 	605,941	
 	169,294	
 	775,235	

Average shares outstanding:	 	 	 	 	 	 	 	 	 	
Basic	161,650	
 	158,640	
 	155,300	
 	158,507	
 	 	169,750	
 	166,474	
 	166,021	
 	167,401	
 	164,589	
 	166,692	
 	
Diluted	163,323	
 	160,398	
 	156,560	
 	160,112	
 	 	172,013	
 	168,857	
 	168,343	
 	169,761	
 	166,467	
 	168,842	

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Note:	 	 	 	 	 	 	 	 	 	 	 	
Earnings from continuing operations are adjusted by discrete tax items and other one-time gains to derive adjusted earnings from continuing operations and adjusted diluted earnings per common share as follows:	
 	 	 	 	 	 	 	 	 	 	 	 	
 	2015	 	2014	
 	Q1	Q2	Q3	Q3 YTD	 	Q1	Q2	Q3	Q3 YTD	Q4	FY 2014	
Adjusted earnings from continuing operations:	 	 	 	 	 	 	 	 	
Earnings from continuing operations	$	117,190	
 	$	155,634	
 	$	186,483	
 	$	459,307	
 	 	$	170,041	
 	$	210,581	
 	$	225,683	
 	$	606,305	
 	$	171,835	
 	$	778,140	
 	
Gains (losses) from discrete and other tax items	—	
 	—	
 	8,131	
 	8,131	
 	 	2,541	
 	(635	)	5,524	
 	7,430	
 	3,860	
 	11,290	
 	
Adjusted earnings from continuing operations	$	117,190	
 	$	155,634	
 	$	178,352	
 	$	451,176	
 	 	$	167,500	
 	$	211,216	
 	$	220,159	
 	$	598,875	
 	$	167,975	
 	$	766,850	

Adjusted diluted earnings per common share:	 	 	 	 	 	 	 	 	 	
Earnings from continuing operations	$	0.72	
 	$	0.97	
 	$	1.19	
 	$	2.87	
 	 	$	0.99	
 	$	1.25	
 	$	1.34	
 	$	3.57	
 	$	1.03	
 	$	4.61	
 	
Gains (losses) from discrete and other tax items	—	
 	—	
 	0.05	
 	0.05	
 	 	0.01	
 	—	
 	0.03	
 	0.04	
 	0.02	
 	0.07	
 	
Adjusted earnings from continuing operations	$	0.72	
 	$	0.97	
 	$	1.14	
 	$	2.82	
 	 	$	0.97	
 	$	1.25	
 	$	1.31	
 	$	3.53	
 	$	1.01	
 	$	4.54	

* Per share data may not add due to rounding.	 	 	 	 	 	 	 	

DOVER CORPORATION
QUARTERLY FREE CASH FLOW
(unaudited)(in thousands)

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	2015	 	2014	
 	Q1	Q2	Q3	Q3 YTD	 	Q1	Q2	Q3	Q3 YTD	Q4	FY 2014	
Cash flow from operating activities	$	131,332	
 	$	218,911	
 	$	282,213	
 	$	632,456	
 	 	$	28,361	
 	$	185,013	
 	$	292,012	
 	$	505,386	
 	$	444,778	
 	$	950,164	
 	
Less: Additions to property, plant and equipment	(27,956	)	(43,807	)	(39,516	)	(111,279	)	 	(32,695	)	(42,550	)	(33,532	)	(108,777	)	(57,256	)	(166,033	)	
Free cash flow	$	103,376	
 	$	175,104	
 	$	242,697	
 	$	521,177	
 	 	$	(4,334	)	$	142,463	
 	$	258,480	
 	$	396,609	
 	$	387,522	
 	$	784,131	

Free cash flow as a percentage of earnings from continuing operations	88.2	%	112.5	%	130.1	%	113.5	%	 	(2.5	)%	67.7	%	114.5	%	65.4	%	225.5	%	100.8	%	
 	 	 	 	 	 	 	 	 	 	 	 	
Free cash flow as a percentage of revenue	6.0	%	10.0	%	13.6	%	9.9	%	 	(0.2	)%	7.3	%	12.9	%	6.9	%	19.6	%	10.1	%	

Earnings Conference Call Third Quarter 2015 October 20, 2015 – 9:00am CT

 

2 Forward looking statements and non-GAAP measures We want to remind everyone that our comments may contain forward-looking statements that are inherently subject to uncertainties and risks. We caution everyone to be guided in their analysis of Dover Corporation by referring to the documents we file from time to time with the SEC, including our Form 10-K for 2014, for a list of factors that could cause our results to differ from those anticipated in any such forward-looking statements. We would also direct your attention to our website, www.dovercorporation.com, where considerably more information can be found. This document contains non-GAAP financial information. Reconciliations of non-GAAP measures are included either in this presentation or Dover’s earnings release and investor supplement for the third quarter 2015. 2

 

3 $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 Q1* Q2 Q3* Q4* Q1 Q2 Q3* Q3 2015 Performance Adjusted Earnings Per Share* (continuing operations) Q3 Q3/Q3 * Excludes discrete & other tax benefits of $0.01 in Q1 2014, $0.03 in Q3 2014, $0.02 in Q4 2014, and $0.05 in Q3 2015 (b) See Press Release for free cash flow reconciliation 3 Quarterly Comments 2014 2015  Revenue impacted by weak global macro conditions, the impact of FX, and continued tough oil & gas markets, partially offset by acquisition growth  US activity declined, largely driven by oil & gas markets and tough comps in retail refrigeration. Asian and European activity softened on reduced capex spending  Segment margin benefitted from broad-based cost and productivity initiatives, partially offsetting the impact of lower volume and business mix  Bookings decline largely driven by oil & gas markets and FX  Book-to-bill of 0.95 Note: Q4 2014 includes restructuring and other costs of $0.17; includes restructuring costs of $0.10 in Q1 2015, $0.01 in Q2 2015, and $0.05 in Q3 2015 Revenue $1.8B -11% $5.3B -9% Adj. EPS (cont.) $1.14 -13% $2.82 -20% Bookings $1.7B -12% $5.2B -12% Seg. Margin 17.0% -180 bps 15.4% -270 bps Adj. Seg. Margin (a) 17.6% -120 bps 16.1% -200 bps Organic Rev. -10% -9% Acq. Growth 3% 4% FCF (b) $243M -6% $521M 31% 9M 9M/9M (a) Adjusted for $11.5 million of restructuring in Q3 2015 and $ 38.7 million for 9m 2015

 

4 Revenue Q3 2015 Energy Engineered Systems Fluids Refrigeration & Food Equip Total Organic -37% 1% 1% -6% -10% Acquisitions 11% - 1% 1% 3% Currency -2% -6% -5% -2% -4% Total -28% -5% -3% -7% -11% 9M 2015 Energy Engineered Systems Fluids Refrigeration & Food Equip Total Organic -32% 3% 3% -8% -9% Acquisitions 13% - 2% 1% 4% Currency -2% -6% -6% -3% -4% Total -21% -3% -1% -10% -9%

 

5 Printing & ID Industrial $336 $339 $345 $352 $224 $227 $334 $357 $487 $431 $0 $200 $400 $600 $800 DE Q2 DE Q3 DES Q2 DES Q3 DF Q2 DF Q3 DRE Q2 DRE Q3 Sequential Results – Q2 2015 → Q3 2015 5 $363 $352 $366 $364 $230 $228 $352 $352 $448 $492 $0 $200 $400 $600 $800 DE Q2 DE Q3 DES Q2 DES Q3 DF Q2 DF Q3 DRE Q2 DRE Q3 Revenue -1% -12% +10% +7% Flat +1% -2% +2% Bookings

 

6 Energy  Revenue decline driven by persistent low demand and inventory adjustments in NA oil & gas markets – Middle East markets holding up well – Bearings & Compression’s energy-related markets weakened on slower OEM build rates  Adjusted margin of 15.1% reflects negative product mix and price pressure, partially offset by the benefits of restructuring  Bookings decline of 33% driven by macro oil & gas trends  Book-to-bill at 0.97 6 Q3 2015 Q3 2014 % Change Revenue $364 $507 -28% Earnings $ 49 $123 -60% Margin 13.4% 24.2% -1080 bps Adj. Earnings* $ 55 $123 -55% Adj. Margin* 15.1% 24.2% -910 bps Bookings $352 $526 -33% Revenue by End-Market % of Q3 Revenue Y / Y Drilling & Production 67% -31% Bearings & Compression 22% -12% Automation 11% -35% $ in millions * Q3 2015 earnings adjusted for $6M in restructuring costs

 

7 Engineered Systems  Modest organic revenue growth offset by impact of FX – Printing & Identification was flat organically, where solid North American results were offset by a softer Asia and order timing in Europe – Industrial’s organic growth of 1% was led by waste handling and microwave components  Adjusted margin of 18.5% reflects positive business mix and completed restructuring  Bookings decline primarily reflects impact of FX, up 2% organically  Book-to-bill of 0.98 7 Q3 2015 Q3 2014 % Change Revenue $579 $612 -5% Earnings $103 $109 -5% Margin 17.8% 17.8% Flat Adj. Earnings* $107 $109 -2% Adj. Margin* 18.5% 17.8% 70 bps Bookings $565 $592 -4% Revenue by End-Market % of Q3 Revenue Y / Y Growth Printing & Identification 39% -11% Industrial 61% -1% $ in millions * Q3 2015 earnings adjusted for $4M in restructuring costs

 

8 Fluids  Revenue decline driven by FX; organic growth of 1% reflects: – Solid Fluid Transfer businesses – Strong shipments of plastics-related projects in Pumps, offset by oil & gas market weakness  Strong segment margin reflects positive product mix, leverage on volume and productivity  Bookings growth primarily related to project related orders  Book-to-bill at 1.01 8 Q3 2015 Q3 2014 % Change Revenue $352 $362 -3% Earnings $ 75 $ 68 11% Margin 21.3% 18.7% 260 bps Bookings $357 $351 2% Revenue by End-Market % of Q3 Revenue Y / Y Growth Pumps 42% -7% Fluid Transfer 58% 1% $ in millions

 

9 Refrigeration & Food Equipment  Revenue decline primarily reflects anticipated reduced volume from a key retail refrigeration customer – Within Food Equipment, can- shaping equipment results were improved, but were impacted by a delayed large shipment  Margin improvement reflects reduced manufacturing and supply chain costs versus last year, and the benefits of restructuring  Bookings reflect normal seasonality off a lower base  Book-to-bill at 0.87 9 Q3 2015 Q3 2014 % Change Revenue $492 $529 -7% Earnings $ 77 $ 78 -2% Margin 15.6% 14.8% 80 bps Bookings $431 $459 -6% Revenue by End-Market % of Q3 Revenue Y / Y Growth Refrigeration 79% -8% Food Equipment 21% -4% $ in millions

 

10 Q3 2015 Overview 10 Q3 2015 Net Interest Expense $32 million, inline with forecast Corporate Expense $26 million, down $2 million from last year; reflecting continuing cost management initiatives Effective Tax Rate (ETR) Q3 rate was 27.3%, excluding discrete tax benefits of $0.05 cents. Rate reflects the benefits from restructuring international operations Capex $40 million, generally inline with expectations Share Repurchases Repurchased 1.5M shares ($100M) in quarter

 

11 FY 2015 Guidance  Revenue – Organic revenue: (10% - 9%) – Completed acquisitions: ≈ 3% – FX impact: (4%) – Total revenue: (11% - 10%)  Corporate expense: ≈ $107 million  Interest expense: ≈ $127 million  Full-year tax rate: ≈ 28.5%  Capital expenditures: ≈ 2.3% of revenue  FY free cash flow: ≈ 12% of revenue 2015 Organic growth rate Energy (34% - 33%) Engineered Systems ≈ 3% Fluids 2% - 3% Refrigeration & Food Equipment (8% - 7%) Total organic (10% - 9%) Acquisitions ≈ 3% (a) FX Impact (4%) Total revenue (11% - 10%) (a) Reflects completed acquisitions. Does not include Tokheim, JK or Gala

 

12 2015 EPS Guidance – Continuing Ops  2014 EPS – Continuing Ops (GAAP) $ 4.61 – Less 2014 tax items(1): (0.07)  2014 Adjusted EPS $ 4.54 – Net restructuring and one-time items(2): (0.04 - 0.02) – Performance including restructuring benefits & deal costs (3): (1.15 - 1.11) – Acquisitions(4): ≈ 0.04 – Shares(5): ≈ 0.21 – Interest / Corp. / Tax rate / Other (net): 0.08 - 0.09  2015 Adjusted EPS – Continuing Ops $3.68 - $3.75 – Plus 2015 tax items(6): $0.05  2015 EPS – Continuing Ops (GAAP) $3.73 - $3.80 (1) $0.01 in Q1 2014 , $0.03 in Q3 2014 and $0.02 in Q4 2014 (4) Deals completed, principally Accelerated (does not include Tokheim, JK, or Gala) (5) Based on 2015 repurchases of $600M (2) Includes restructuring charges of $0.16 in Q4 2014 and approximately $0.20 in FY 2015, and pension settlement costs of $0.01 in Q4 2014 (3) Includes restructuring benefits of $0.40 - $0.41, and deal costs of $0.02 in Q3 2015 (6) $0.05 in Q3 2015