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, 2016 
________________________________
 
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, 2016, Dover Corporation (i) issued the Press Release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter and year ended December 31, 2015; and (ii) posted on its website at
http://www.dovercorporation.com the presentation slides attached hereto as Exhibit 99.2 for the quarter and year ended December 31, 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 January 26, 2016.
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, 2016	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, 2016	
 	 	 	
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 FOURTH QUARTER AND FULL YEAR 2015 RESULTS
AND REAFFIRMS 2016 EPS GUIDANCE
 	 	
•	Reports quarterly revenue of $1.7 billion, a decrease of 14% from the prior year	
 	 	
•	Delivers quarterly diluted earnings per share from continuing operations of $0.87, including $0.06 of discrete tax benefits	
 	 	
•	Generates $274 million in free cash flow in the fourth quarter of 2015, and $795 million for the full year	
 	 	
•	Adjusts full year 2016 revenue forecast to reflect weaker oil & gas markets; now expects full year organic revenue to decline 1% to 4%, one point lower than the previous forecast	
 	 	
•	Reaffirms 2016 full year diluted earnings per share from continuing operations to be in the range of $3.85 to $4.05	

Downers Grove, Illinois, January 26, 2016 — Dover (NYSE: DOV) announced today that for the fourth quarter ended December 31, 2015, revenue was $1.7 billion, a decrease of 14% from the prior year. The decrease in revenue was driven by an organic revenue decline of 12% and an unfavorable impact from foreign exchange of 4%, partially offset by 2% growth from acquisitions. Earnings from continuing operations were $136.6 million, a decrease of 21% as compared to $171.8 million for the prior year period. Diluted earnings per share from continuing operations ("EPS") for the fourth quarter ended December 31, 2015 were $0.87, compared to $1.03 EPS in the prior year period, representing a decrease of 16%. EPS from continuing operations for the fourth quarter of 2015 included discrete tax benefits of $0.06, compared to $0.02 EPS in the prior year period. Excluding these items, adjusted EPS from continuing operations for the fourth quarter of 2015 was $0.81, a decrease of 20% over an adjusted EPS of $1.01 in the prior year period. EPS for the fourth quarter ended December 31, 2015 and December 31, 2014 includes restructuring costs of $0.08 EPS and $0.16 EPS, respectively.

Revenue for the year ended December 31, 2015 was $7.0 billion, a decrease of 10% over the prior year, reflecting an organic revenue decline of 10% and an unfavorable impact from foreign exchange of 4%, offset by 4% growth from acquisitions. Earnings from continuing operations for the year ended December 31, 2015 were $595.9 million, a decrease of 23% as compared to $778.1 million for the prior year period. Diluted EPS for the year ended December 31, 2015 was $3.74, compared to $4.61 EPS in the prior year period, representing a decrease of 19%. EPS from continuing operations for the year ended December 31, 2015 included discrete tax benefits of $0.11, compared to $0.07 EPS in the prior year period. Excluding these items, adjusted EPS from continuing operations decreased 20% to $3.63 from an adjusted EPS of $4.54 in the prior year period. EPS for the year ended December 31, 2015 and 2014 includes restructuring costs of $0.25 EPS and $0.19 EPS, respectively.

Robert A. Livingston, Dover's President and Chief Executive Officer, said, "Fourth quarter and full year results continued to be impacted by tough business conditions, particularly in oil & gas markets. In this environment, we delivered fourth quarter adjusted EPS of $0.81, driven by solid execution, as our teams continued to pursue customer wins, cost actions and productivity initiatives.

“During 2015, we increased our efforts around operating efficiencies through our Dover Excellence program. One key element of this program focuses on free cash flow generation, which increased to $795 million for the year. This program also supports our ongoing investment in product innovation and customer expansion activities .  Additionally, during the year we took multiple steps to right-size our businesses to reflect difficult market conditions, especially in our Energy segment. These initiatives will remain a focus as we move into 2016.

“Regarding 2016, we are reaffirming EPS to be in the range of $3.85 to $4.05. This guidance reflects a lower revenue forecast driven by weaker oil & gas markets, essentially offset by an improved tax rate. In total, our full-year revenue growth, on an adjusted basis, is now anticipated to be in the range of 1% to 4%, comprising an organic revenue decline of (4%) to (1%) ,  one point below our prior forecast. Acquisition growth of 7% and a 2% impact from FX remain unchanged from our prior forecast . ”

Net earnings for the fourth quarter ended December 31, 2015, were $141.8 million, or $0.91 EPS, which included earnings from discontinued operations of $5.3 million, compared to net earnings of $169.3 million, or $1.02 EPS, for the same period of 2014, which included a loss from discontinued operations of $2.5 million, or $0.02 EPS.

Net earnings for the year ended December 31, 2015, were $869.8 million, or $5.46 EPS, which included earnings from discontinued operations of $273.9 million, or $1.72 EPS, compared to net earnings of $775.2 million, or $4.59 EPS, for the same period of 2014, which included a loss from discontinued operations of $2.9 million, or $0.02 EPS. 2015 earnings from discontinued operations included gains of $265.6 million, or $1.67 EPS, resulting from the disposition of two businesses held for sale.

Dover will host a webcast of its fourth quarter 2015 conference call at 10:00 A.M. Eastern Time (9:00 A.M. Central Time) on Tuesday, January 26, 2016. 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 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 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, tax policies, and export/import laws; 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 - FOURTH QUARTER AND FULL YEAR 2015

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

 	Three Months Ended December 31,	 	Years Ended December 31,	
 	2015	 	2014	 	2015	 	2014	
Revenue	$	1,694,600	
 	 	$	1,977,947	
 	 	$	6,956,311	
 	 	$	7,752,728	
 	
Cost of goods and services	1,080,791	
 	 	1,254,079	
 	 	4,388,167	
 	 	4,778,479	
 	
Gross profit	613,809	
 	 	723,868	
 	 	2,568,144	
 	 	2,974,249	
 	
Selling and administrative expenses	414,365	
 	 	460,377	
 	 	1,647,382	
 	 	1,758,765	
 	
Operating earnings	199,444	
 	 	263,491	
 	 	920,762	
 	 	1,215,484	
 	
Interest expense, net	31,249	
 	 	31,332	
 	 	127,257	
 	 	127,179	
 	
Other (income) expense, net	(1,295	)	 	1,172	
 	 	(7,105	)	 	(5,902	)	
Earnings before provision for income taxes and discontinued operations	169,490	
 	 	230,987	
 	 	800,610	
 	 	1,094,207	
 	
Provision for income taxes	32,916	
 	 	59,152	
 	 	204,729	
 	 	316,067	
 	
Earnings from continuing operations	136,574	
 	 	171,835	
 	 	595,881	
 	 	778,140	
 	
Earnings (loss) from discontinued operations, net	5,251	
 	 	(2,541	)	 	273,948	
 	 	(2,905	)	
Net earnings	$	141,825	
 	 	$	169,294	
 	 	$	869,829	
 	 	$	775,235	

Basic earnings per common share:	 	 	 	 	 	 	 	
Earnings from continuing operations	$	0.88	
 	 	$	1.04	
 	 	$	3.78	
 	 	$	4.67	
 	
Earnings (loss) from discontinued operations, net	0.03	
 	 	(0.02	)	 	1.74	
 	 	(0.02	)	
Net earnings	0.92	
 	 	1.03	
 	 	5.52	
 	 	4.65	

Weighted average shares outstanding	154,986	 	164,589	 	157,619	 	166,692	
 	 	 	 	 	 	 	 	
Diluted earnings per common share:	 	 	 	 	 	 	 	
Earnings from continuing operations	$	0.87	
 	 	$	1.03	
 	 	$	3.74	
 	 	$	4.61	
 	
Earnings (loss) from discontinued operations, net	0.03	
 	 	(0.02	)	 	1.72	
 	 	(0.02	)	
Net earnings	0.91	
 	 	1.02	
 	 	5.46	
 	 	4.59	

Weighted average shares outstanding	156,254	 	166,467	 	159,172	 	168,842	
 	 	 	 	 	 	 	 	
Dividends paid per common share	$	0.42	
 	 	$	0.40	
 	 	$	1.64	
 	 	$	1.55	

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

 	2015	 	2014	
 	Q1	Q2	Q3	Q4	FY 2015	 	Q1	Q2	Q3	Q4	FY 2014	
REVENUE	 	 	 	 	 	 	 	 	 	 	 	
Energy	$	430,423	
 	$	366,044	
 	$	363,872	
 	$	323,341	
 	$	1,483,680	
 	 	$	478,773	
 	$	481,016	
 	$	507,334	
 	$	550,116	
 	$	2,017,239	

Engineered Systems	 	 	 	 	 	 	 	 	 	 	 	
Printing & Identification	230,181	
 	229,934	
 	227,992	
 	255,563	
 	943,670	
 	 	231,679	
 	252,354	
 	257,282	
 	247,569	
 	988,884	
 	
Industrials	343,015	
 	363,157	
 	351,404	
 	341,667	
 	1,399,243	
 	 	335,995	
 	361,467	
 	355,019	
 	344,600	
 	1,397,081	
 	
 	573,196	
 	593,091	
 	579,396	
 	597,230	
 	2,342,913	
 	 	567,674	
 	613,821	
 	612,301	
 	592,169	
 	2,385,965	

Fluids	340,236	
 	351,511	
 	352,018	
 	355,508	
 	1,399,273	
 	 	345,009	
 	346,275	
 	361,797	
 	377,485	
 	1,430,566	

Refrigeration & Food Equipment	372,097	
 	448,115	
 	492,460	
 	418,758	
 	1,731,430	
 	 	411,493	
 	522,357	
 	528,807	
 	458,532	
 	1,921,189	

Intra-segment eliminations	(451	)	(133	)	(164	)	(237	)	(985	)	 	(379	)	(833	)	(664	)	(355	)	(2,231	)	
Total consolidated revenue	$	1,715,501	
 	$	1,758,628	
 	$	1,787,582	
 	$	1,694,600	
 	$	6,956,311	
 	 	$	1,802,570	
 	$	1,962,636	
 	$	2,009,575	
 	$	1,977,947	
 	$	7,752,728	

NET EARNINGS	 	 	 	 	 	 	 	 	 	 	 	
Segment Earnings:	 	 	 	 	 	 	 	 	 	 	 	
Energy	$	52,305	
 	$	40,909	
 	$	48,726	
 	$	31,250	
 	$	173,190	
 	 	$	118,968	
 	$	114,991	
 	$	122,738	
 	$	105,118	
 	$	461,815	
 	
Engineered Systems	88,149	
 	96,702	
 	102,866	
 	89,244	
 	376,961	
 	 	83,227	
 	101,766	
 	108,800	
 	93,205	
 	386,998	
 	
Fluids	54,634	
 	70,168	
 	74,911	
 	62,404	
 	262,117	
 	 	57,942	
 	63,112	
 	67,559	
 	63,026	
 	251,639	
 	
Refrigeration & Food Equipment	36,150	
 	65,732	
 	76,665	
 	42,752	
 	221,299	
 	 	44,862	
 	84,926	
 	78,012	
 	30,934	
 	238,734	
 	
Total Segments	231,238	
 	273,511	
 	303,168	
 	225,650	
 	1,033,567	
 	 	304,999	
 	364,795	
 	377,109	
 	292,283	
 	1,339,186	
 	
Corporate expense / other	34,526	
 	20,382	
 	25,881	
 	24,911	
 	105,700	
 	 	30,734	
 	29,287	
 	27,815	
 	29,964	
 	117,800	
 	
Net interest expense	32,037	
 	31,988	
 	31,983	
 	31,249	
 	127,257	
 	 	32,655	
 	31,961	
 	31,231	
 	31,332	
 	127,179	
 	
Earnings from continuing operations before provision for income taxes	164,675	
 	221,141	
 	245,304	
 	169,490	
 	800,610	
 	 	241,610	
 	303,547	
 	318,063	
 	230,987	
 	1,094,207	
 	
Provision for income taxes	47,485	
 	65,507	
 	58,821	
 	32,916	
 	204,729	
 	 	71,569	
 	92,966	
 	92,380	
 	59,152	
 	316,067	
 	
Earnings from continuing operations	117,190	
 	155,634	
 	186,483	
 	136,574	
 	595,881	
 	 	170,041	
 	210,581	
 	225,683	
 	171,835	
 	778,140	
 	
Earnings (loss) from discontinued operations, net	92,320	
 	176,762	
 	(385	)	5,251	
 	273,948	
 	 	(9,903	)	3,378	
 	6,161	
 	(2,541	)	(2,905	)	
Net earnings	$	209,510	
 	$	332,396	
 	$	186,098	
 	$	141,825	
 	$	869,829	
 	 	$	160,138	
 	$	213,959	
 	$	231,844	
 	$	169,294	
 	$	775,235	

SEGMENT OPERATING MARGIN	 	 	 	 	 	 	 	 	 	
Energy	12.2	%	11.2	%	13.4	%	9.7	%	11.7	%	 	24.8	%	23.9	%	24.2	%	19.1	%	22.9	%	
Engineered Systems	15.4	%	16.3	%	17.8	%	14.9	%	16.1	%	 	14.7	%	16.6	%	17.8	%	15.7	%	16.2	%	
Fluids	16.1	%	20.0	%	21.3	%	17.6	%	18.7	%	 	16.8	%	18.2	%	18.7	%	16.7	%	17.6	%	
Refrigeration & Food Equipment	9.7	%	14.7	%	15.6	%	10.2	%	12.8	%	 	10.9	%	16.3	%	14.8	%	6.7	%	12.4	%	
Total Segment	13.5	%	15.6	%	17.0	%	13.3	%	14.9	%	 	16.9	%	18.6	%	18.8	%	14.8	%	17.3	%	
 	 	 	 	 	 	 	 	 	 	 	 	
DEPRECIATION AND AMORTIZATION EXPENSE	 	 	 	 	 	 	 	 	 	
Energy	$	34,427	
 	$	32,740	
 	$	31,858	
 	$	42,754	
 	$	141,779	
 	 	$	25,575	
 	$	25,807	
 	$	27,145	
 	$	33,429	
 	$	111,956	
 	
Engineered Systems	14,526	
 	14,392	
 	14,503	
 	16,493	
 	59,914	
 	 	15,850	
 	15,982	
 	15,334	
 	14,780	
 	61,946	
 	
Fluids	13,848	
 	13,648	
 	13,367	
 	15,215	
 	56,078	
 	 	16,366	
 	15,308	
 	14,019	
 	15,210	
 	60,903	
 	
Refrigeration & Food Equipment	16,458	
 	16,406	
 	16,609	
 	16,601	
 	66,074	
 	 	17,212	
 	17,451	
 	17,073	
 	16,965	
 	68,701	
 	
Corporate	923	
 	841	
 	837	
 	643	
 	3,244	
 	 	870	
 	1,000	
 	910	
 	902	
 	3,682	
 	
 	$	80,182	
 	$	78,027	
 	$	77,174	
 	$	91,706	
 	$	327,089	
 	 	$	75,873	
 	$	75,548	
 	$	74,481	
 	$	81,286	
 	$	307,188	

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

 	2015	 	2014	
 	Q1	Q2	Q3	Q4	FY 2015	 	Q1	Q2	Q3	Q4	FY 2014	
BOOKINGS	 	 	 	 	 	 	 	 	 	 	 	
Energy	$	416,628	
 	$	345,079	
 	$	351,557	
 	$	315,996	
 	$	1,429,260	
 	 	$	478,469	
 	$	477,162	
 	$	526,134	
 	$	534,646	
 	$	2,016,411	

Engineered Systems	 	 	 	 	 	 	 	 	 	 	 	
Printing & Identification	235,617	
 	224,203	
 	226,756	
 	250,639	
 	937,215	
 	 	250,416	
 	245,429	
 	249,288	
 	248,071	
 	993,204	
 	
Industrials	337,070	
 	336,173	
 	338,744	
 	357,451	
 	1,369,438	
 	 	370,949	
 	363,773	
 	342,687	
 	374,438	
 	1,451,847	
 	
 	572,687	
 	560,376	
 	565,500	
 	608,090	
 	2,306,653	
 	 	621,365	
 	609,202	
 	591,975	
 	622,509	
 	2,445,051	

Fluids	339,310	
 	333,695	
 	357,032	
 	321,154	
 	1,351,191	
 	 	362,943	
 	375,009	
 	350,853	
 	345,553	
 	1,434,358	

Refrigeration & Food Equipment	419,659	
 	486,793	
 	430,681	
 	379,967	
 	1,717,100	
 	 	493,731	
 	542,810	
 	459,099	
 	367,567	
 	1,863,207	

Intra-segment eliminations	(628	)	(417	)	(385	)	(486	)	(1,916	)	 	(506	)	(1,089	)	(737	)	(644	)	(2,976	)	
 	 	 	 	 	 	 	 	 	 	 	 	
Total consolidated bookings	$	1,747,656	
 	$	1,725,526	
 	$	1,704,385	
 	$	1,624,721	
 	$	6,802,288	
 	 	$	1,956,002	
 	$	2,003,094	
 	$	1,927,324	
 	$	1,869,631	
 	$	7,756,051	

BACKLOG	 	 	 	 	 	 	 	 	 	 	 	
Energy	$	212,060	
 	$	194,819	
 	$	156,631	
 	$	155,586	
 	 	 	$	210,846	
 	$	206,415	
 	$	232,739	
 	$	233,347	

Engineered Systems	 	 	 	 	 	 	 	 	 	 	 	
Printing & Identification	108,151	
 	103,403	
 	100,476	
 	98,288	
 	 	 	131,298	
 	128,912	
 	115,352	
 	110,359	
 	 	
Industrials	276,598	
 	248,592	
 	236,298	
 	250,725	
 	 	 	266,517	
 	268,680	
 	254,612	
 	282,598	
 	 	
 	384,749	
 	351,995	
 	336,774	
 	349,013	
 	 	 	397,815	
 	397,592	
 	369,964	
 	392,957	

Fluids	259,504	
 	240,389	
 	236,608	
 	243,459	
 	 	 	328,617	
 	348,508	
 	323,424	
 	277,834	

Refrigeration & Food Equipment	337,084	
 	373,193	
 	307,351	
 	247,352	
 	 	 	431,298	
 	450,065	
 	376,141	
 	282,507	

Intra-segment eliminations	(595	)	(354	)	(598	)	(808	)	 	 	(374	)	(211	)	(302	)	(431	)	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Total consolidated backlog	$	1,192,802	
 	$	1,160,042	
 	$	1,036,766	
 	$	994,602	
 	 	 	$	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	Q4	FY 2015	 	Q1	Q2	Q3	Q4	FY 2014	
Basic earnings (loss) per common share:	 	 	 	 	 	 	 	 	 	
Continuing operations	$	0.72	
 	$	0.98	
 	$	1.20	
 	$	0.88	
 	$	3.78	
 	 	$	1.00	
 	$	1.26	
 	$	1.36	
 	$	1.04	
 	$	4.67	
 	
Discontinued operations	0.57	
 	1.11	
 	—	
 	0.03	
 	1.74	
 	 	$	(0.06	)	$	0.02	
 	$	0.04	
 	$	(0.02	)	$	(0.02	)	
Net earnings	1.30	
 	2.10	
 	1.20	
 	0.92	
 	5.52	
 	 	$	0.94	
 	$	1.29	
 	$	1.40	
 	$	1.03	
 	$	4.65	

Diluted earnings (loss) per common share:	 	 	 	 	 	 	 	 	 	
Continuing operations	$	0.72	
 	$	0.97	
 	$	1.19	
 	$	0.87	
 	$	3.74	
 	 	$	0.99	
 	$	1.25	
 	$	1.34	
 	$	1.03	
 	$	4.61	
 	
Discontinued operations	0.57	
 	1.10	
 	—	
 	0.03	
 	1.72	
 	 	$	(0.06	)	$	0.02	
 	$	0.04	
 	$	(0.02	)	$	(0.02	)	
Net earnings	1.28	
 	2.07	
 	1.19	
 	0.91	
 	5.46	
 	 	$	0.93	
 	$	1.27	
 	$	1.38	
 	$	1.02	
 	$	4.59	

Adjusted diluted earnings per common share (calculated below):	
Continuing operations	$	0.72	
 	$	0.97	
 	$	1.14	
 	$	0.81	
 	$	3.63	
 	 	$	0.97	
 	$	1.25	
 	$	1.31	
 	$	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	
 	$	136,574	
 	$	595,881	
 	 	$	170,041	
 	$	210,581	
 	$	225,683	
 	$	171,835	
 	$	778,140	
 	
Discontinued operations	92,320	
 	176,762	
 	(385	)	5,251	
 	273,948	
 	 	(9,903	)	3,378	
 	6,161	
 	(2,541	)	(2,905	)	
Net earnings	209,510	
 	332,396	
 	186,098	
 	141,825	
 	869,829	
 	 	160,138	
 	213,959	
 	231,844	
 	169,294	
 	775,235	

Average shares outstanding:	 	 	 	 	 	 	 	 	 	
Basic	161,650	
 	158,640	
 	155,300	
 	154,986	
 	157,619	
 	 	169,750	
 	166,474	
 	166,021	
 	164,589	
 	166,692	
 	
Diluted	163,323	
 	160,398	
 	156,560	
 	156,254	
 	159,172	
 	 	172,013	
 	168,857	
 	168,343	
 	166,467	
 	168,842	

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Note:	 	 	 	 	 	 	 	 	 	 	 	
Earnings from continuing operations are adjusted by discrete tax items to derive adjusted earnings from continuing operations and adjusted diluted earnings per common share as follows:	
 	 	 	 	 	 	 	 	 	 	 	 	
 	2015	 	2014	
 	Q1	Q2	Q3	Q4	FY 2015	 	Q1	Q2	Q3	Q4	FY 2014	
Adjusted earnings from continuing operations:	 	 	 	 	 	 	 	 	
Earnings from continuing operations	$	117,190	
 	$	155,634	
 	$	186,483	
 	$	136,574	
 	$	595,881	
 	 	$	170,041	
 	$	210,581	
 	$	225,683	
 	$	171,835	
 	$	778,140	
 	
Gains (losses) from discrete and other tax items	—	
 	—	
 	8,131	
 	9,382	
 	17,513	
 	 	2,541	
 	(635	)	5,524	
 	3,860	
 	11,290	
 	
Adjusted earnings from continuing operations	$	117,190	
 	$	155,634	
 	$	178,352	
 	$	127,192	
 	$	578,368	
 	 	$	167,500	
 	$	211,216	
 	$	220,159	
 	$	167,975	
 	$	766,850	

Adjusted diluted earnings per common share:	 	 	 	 	 	 	 	 	 	
Earnings from continuing operations	$	0.72	
 	$	0.97	
 	$	1.19	
 	$	0.87	
 	$	3.74	
 	 	$	0.99	
 	$	1.25	
 	$	1.34	
 	$	1.03	
 	$	4.61	
 	
Gains (losses) from discrete and other tax items	—	
 	—	
 	0.05	
 	0.06	
 	0.11	
 	 	0.01	
 	—	
 	0.03	
 	0.02	
 	0.07	
 	
Adjusted earnings from continuing operations	$	0.72	
 	$	0.97	
 	$	1.14	
 	$	0.81	
 	$	3.63	
 	 	$	0.97	
 	$	1.25	
 	$	1.31	
 	$	1.01	
 	$	4.54	

* Per share data may not add due to rounding.	 	 	 	 	 	 	 	 	

DOVER CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)

 	 	 	 	 	 	 	 	
 	December 31, 2015	 	December 31, 2014	
Assets:	 	 	 	
Cash and cash equivalents	$	362,185	
 	 	$	681,581	
 	
Receivables, net of allowances	1,120,490	
 	 	1,186,746	
 	
Inventories, net	802,895	
 	 	863,737	
 	
Other current assets	135,209	
 	 	101,905	
 	
Property, plant and equipment, net	854,269	
 	 	837,069	
 	
Goodwill	3,737,389	
 	 	3,491,557	
 	
Intangible assets, net	1,413,223	
 	 	1,369,520	
 	
Deferred taxes and other assets	194,103	
 	 	171,005	
 	
Assets of discontinued operations	—	
 	 	327,171	
 	
Total assets	$	8,619,763	
 	 	$	9,030,291	

Liabilities and Stockholders' Equity:	 	 	 	
Notes payable and current maturities of long-term debt	$	151,122	
 	 	$	777,956	
 	
Payables and accrued expenses	1,216,060	
 	 	1,260,893	
 	
Deferred taxes and other non-current liabilities	990,664	
 	 	986,958	
 	
Long-term debt	2,617,342	
 	 	2,253,041	
 	
Liabilities of discontinued operations	—	
 	 	50,718	
 	
Stockholders' equity	3,644,575	
 	 	3,700,725	
 	
Total liabilities and stockholders' equity	$	8,619,763	
 	
 	$	9,030,291	

DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)(in thousands)

 	 	 	 	 	 	 	 	
 	Years Ended December 31,	
 	2015	 	2014	
Operating activities:	 	 	 	
Net earnings	$	869,829	
 	 	$	775,235	
 	
(Earnings) loss from discontinued operations, net	(273,948	)	 	2,905	
 	
Depreciation and amortization	327,089	
 	 	307,188	
 	
Stock-based compensation	30,697	
 	 	31,628	
 	
Contributions to employee benefit plans	(21,942	)	 	(24,232	)	
Net change in assets and liabilities	17,334	
 	 	(142,560	)	
Net cash provided by operating activities of continuing operations	949,059	
 	 	950,164	

Investing activities:	 	 	 	
Additions to property, plant and equipment	(154,251	)	 	(166,033	)	
Acquisitions (net of cash and cash equivalents acquired)	(567,843	)	 	(802,254	)	
Proceeds from the sale of property, plant and equipment	14,604	
 	 	14,373	
 	
Proceeds from the sale of businesses	689,314	
 	 	191,348	
 	
Settlement of net investment hedge	(17,752	)	 	—	
 	
Other	1,350	
 	 	(19,991	)	
Net cash used in investing activities of continuing operations	(34,578	)	 	(782,557	)	
 	 	 	 	
Financing activities:	 	 	 	
Cash received from Knowles Corporation, net of cash distributed	—	
 	 	359,955	
 	
Change in notes payable, net	(327,000	)	 	251,500	
 	
Net increase in debt	94,252	
 	 	(6,566	)	
Dividends to stockholders	(257,969	)	 	(258,487	)	
Purchase of common stock	(600,164	)	 	(601,077	)	
Net proceeds from exercise of share-based awards	(1,005	)	 	(814	)	
Net cash used in financing activities of continuing operations	(1,091,886	)	 	(255,489	)	
 	 	 	 	
Net cash (used in) provided by discontinued operations	(115,930	)	 	6,007	

Effect of exchange rate changes on cash	(26,061	)	 	(40,426	)	
 	 	 	 	
Net decrease in cash and cash equivalents	(319,396	)	 	(122,301	)	
Cash and cash equivalents at beginning of period	681,581	
 	 	803,882	
 	
Cash and cash equivalents at end of period	$	362,185	
 	 	$	681,581	

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

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	2015	 	2014	
 	Q1	Q2	Q3	Q4	FY 2015	 	Q1	Q2	Q3	Q4	FY 2014	
Cash flow from operating activities	$	131,332	
 	$	218,911	
 	$	282,213	
 	$	316,603	
 	$	949,059	
 	 	$	28,361	
 	$	185,013	
 	$	292,012	
 	$	444,778	
 	$	950,164	
 	
Less: Additions to property, plant and equipment	(27,956	)	(43,807	)	(39,516	)	(42,972	)	(154,251	)	 	(32,695	)	(42,550	)	(33,532	)	(57,256	)	(166,033	)	
Free cash flow	$	103,376	
 	$	175,104	
 	$	242,697	
 	$	273,631	
 	$	794,808	
 	 	$	(4,334	)	$	142,463	
 	$	258,480	
 	$	387,522	
 	$	784,131	

Free cash flow as a percentage of earnings from continuing operations	88.2	%	112.5	%	130.1	%	200.4	%	133.4	%	 	(2.5	)%	67.7	%	114.5	%	225.5	%	100.8	%	
 	 	 	 	 	 	 	 	 	 	 	 	
Free cash flow as a percentage of revenue	6.0	%	10.0	%	13.6	%	16.1	%	11.4	%	 	(0.2	)%	7.3	%	12.9	%	19.6	%	10.1	%	

ADDITIONAL INFORMATION
FOURTH QUARTER AND FULL YEAR 2015

Acquisitions

During the fourth quarter of 2015, the Company completed three acquisitions across the Fluids segment and the Printing & Identification platform of the Engineered Systems segment. For the full year 2015, Dover made a total of four acquisitions for consideration totaling $567.8 million.

Discontinued Operations

For the fourth quarter of 2015, the Company recognized a gain from discontinued operations of $5.3 million, or $0.03 EPS. On a full-year basis, the Company generated net earnings of $273.9 million, or $1.72 EPS. Included in this amount is a $87.8 million gain on sale of Datamax O'Neil, which was sold in the first quarter of 2015 and a $177.8 million gain on sale of Sargent Aerospace, which was sold in the second quarter of 2015. Also included in the results of discontinued operations is $6.3 million of earnings, or $0.04 EPS, attributable to the operations of Datamax O'Neil and Sargent Aerospace.

Restructuring and Other Costs

During the quarter, the Company took actions to adjust our costs and streamline our businesses, resulting in $16.5 million, or $0.08 EPS, of restructuring charges. These charges were incurred primarily at each of our business segments, including $4.2 million in Energy, $4.5 million in Engineered Systems, $1.3 million in Fluids, and $6.3 million in Refrigeration & Food Equipment. For full year, restructuring costs totaled $55.2 million, or $0.25 EPS, of which primarily $30.8 million was incurred in Energy, $13.3 million in Engineered Systems, $4.9 million in Fluids, and $5.8 million in Refrigeration and Food Equipment.

Tax Rate

The effective tax rate on continuing operations was 19.4% and 25.6% for the fourth quarters of 2015 and 2014, respectively. On a full year basis, the effective tax rates on continuing operations for 2015 and 2014 were 25.6% and 28.9%, respectively. The 2015 and 2014 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 25.0% and 27.3% for 2015 and 2014, respectively, and the full year rates were 27.8% and 29.9% for 2015 and 2014, respectively. The reduction in the effective tax rate year over year is principally due to a change in the geographic mix of earnings as well as restructuring of foreign operations.

Free Cash Flow

The following table is a reconciliation of free cash flow (a non-GAAP measure) from cash flow provided by operating activities:

 	Three Months Ended December 31,	 	Years Ended December 31,	
 	2015	 	2014	 	2015	 	2014	
Free Cash Flow (dollars in thousands)	 	 	 	 	 	 	 	
Cash flow provided by operating activities	$	316,603	
 	 	444,778	
 	 	$	949,059	
 	 	$	950,164	
 	
Less: Capital expenditures	(42,972	)	 	(57,256	)	 	(154,251	)	 	(166,033	)	
Free cash flow	$	273,631	
 	 	$	387,522	
 	 	$	794,808	
 	 	$	784,131	

Free cash flow as a percentage of revenue	16.1	%	 	19.6	%	 	11.4	%	 	10.1	%	
 	 	 	 	 	 	 	 	
Free cash flow as a percentage of earnings from continuing operations	 	 	 	 	133.4	%	 	100.8	%	

The fourth quarter 2015 decrease in free cash flow reflects lower earnings relative to the prior year driven by lower volume and product mix.

Revenue Growth Factors

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	2015	
 	Q1	 	Q2	 	Q3	 	Q4	 	Full Year	 	
Organic	(6	)%	 	(10	)%	 	(10	)%	 	(12	)%	 	(10	)%	 	
Acquisitions	5	 %	 	4	 %	 	3	 %	 	2	 %	 	4	 %	 	
Currency translation	(4	)%	 	(4	)%	 	(4	)%	 	(4	)%	 	(4	)%	 	
 	(5	)%	 	(10	)%	 	(11	)%	 	(14	)%	(1) 	(10	)%	(1) 	
(1)Includes a decline in revenue in Q4 within the Refrigeration & Food Equipment segment due to the divestiture of a product line.

Share Repurchases

In January 2015, the Board of Directors approved a new standing share repurchase authorization, whereby the Company may repurchase up to 15 million shares of its common stock over the following three years. This plan replaced the Company's $1.0 billion share repurchase program, which it completed in 2014. During the year ended December 31, 2015, the Company purchased a total of approximately 8.2 million shares of its common stock in the open market at a total cost of $600.2 million, or $72.94 per share. As of December 31, 2015, the approximate number of shares still available for repurchase under the January 2015 share repurchase authorization was 6.8 million.

Capitalization

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

 	 	 	 	 	 	 	 	 	
Net Debt to Net Capitalization Ratio (in thousands)	 	December 31, 2015	 	December 31, 2014	
Current maturities of long-term debt	 	$	122	
 	 	$	299,956	
 	
Commercial paper	 	151,000	
 	 	478,000	
 	
Long-term debt	 	2,617,342	
 	 	2,253,041	
 	
Total debt	 	2,768,464	
 	 	3,030,997	
 	
Less: Cash and cash equivalents	 	(362,185	)	 	(681,581	)	
Net debt	 	2,406,279	
 	 	2,349,416	
 	
Add: Stockholders' equity	 	3,644,575	
 	 	3,700,725	
 	
Net capitalization	 	$	6,050,854	
 	 	$	6,050,141	
 	
Net debt to net capitalization	 	39.8	%	 	38.8	%	

Non-GAAP Information:

These Investor Supplement tables contain non-GAAP measures of adjusted earnings from continuing operations used in calculating adjusted diluted earnings per common share, as 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. The company has also disclosed herein a number of non-GAAP measures related to free cash flow and the ratio of net debt to net capitalization. Management believes these metrics are important measures of the company's operating performance and liquidity. Free cash flow information provides both management and investors a measurement of cash generated from operations that is available to fund acquisitions, pay dividends, repay debt and repurchase common stock, while the net debt to net capitalization ratio is helpful in evaluating the company's capital structure and the amount of leverage employed.

Earnings Conference Call Fourth Quarter 2015 January 26, 2016 – 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 fourth quarter and full year 2015, which are available on our website. 2

 

3 $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 Q1* Q2 Q3* Q4* Q1 Q2 Q3* Q4* Q4 2015 Performance Adjusted Earnings Per Share* (continuing operations) Q4 Q4/Q4 * Excludes discrete & other tax benefits of $0.01 in Q1 2014, $0.03 in Q3 2014, $0.02 in Q4 2014, $0.05 in Q3 2015 and $0.06 in Q4 2015 (b) See Press Release for free cash flow reconciliation 3 Quarterly Comments 2014 2015  Revenue impacted by weak global macros, FX, and 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 impacted by lower volume and acquisition- related costs, partially offset by productivity and the net benefits of prior period restructuring  Bookings decline largely driven by oil & gas exposure and FX  Book-to-bill of 0.96 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, $0.05 in Q3 2015 and $0.08 in Q4 2015 Revenue $1.7B -14% $7.0B -10% Adj. EPS (cont.) $0.81 -20% $3.63 -20% Bookings $1.6B -13% $6.8B -12% Seg. Margin 13.3% -150 bps 14.9% -240 bps Adj. Seg. Margin (a) 14.3% -230 bps 15.7% -220 bps Organic Rev. -12% -10% Acq. Growth 2% 4% FCF (b) $274M -29% $795M 1% FY FY/FY (a) Adjusted for $16.5 million of restructuring in Q4 2015 and $55.2 million for FY 2015, and $37.1 million in Q4 2014 and $44.8 million for FY 2014

 

4 Revenue Q4 2015 Energy Engineered Systems Fluids Refrigeration & Food Equip Total Organic -40% 4% -6% -6% -12% Acquisitions - 3% 5% 1% 2% Currency -1% -6% -5% -2% -4% Total -41% 1% -6% -7% (a) -14% (a) FY 2015 Energy Engineered Systems Fluids Refrigeration & Food Equip Total Organic -34% 3% 1% -8% -10% Acquisitions 9% 1% 2% 1% 4% Currency -1% -6% -5% -2% -4% Total -26% -2% -2% -9% (a) -10% (a) (a) Adjusted for the impact of the disposition of a product line in Refrigeration & Food Equipment in Q4 2015

 

5 Printing & ID Industrial $339 $357 $352 $316 $227 $251 $357 $321 $406 $365 $0 $200 $400 $600 $800 DE Q3 DE Q4 DES Q3 DES Q4 DF Q3 DF Q4 DRE Q3 DRE Q4 Sequential Results – Q3 2015 → Q4 2015 5 $351 $342 $364 $323 $228 $255 $352 $356 $459 $402 $0 $200 $400 $600 $800 DE Q3 DE Q4 DES Q3 DES Q4 DF Q3 DF Q4 DRE Q3 DRE Q4 Revenue -11% -10%* -12%* -10% +1% +8% +3% -10% Bookings * Adjusted for the impact of the disposition of a product line in Refrigeration & Food Equipment in Q4 2015 * * * *

 

6 Energy  Revenue decline driven by significantly lower North American oil & gas markets – Middle East markets holding up well – Bearings & Compression’s energy-related markets remain weak on slower OEM build rates  Adjusted margin of 10.8% reflects negative product mix and price pressure, partially offset by the benefits of restructuring  Bookings decline of 41% driven by macro oil & gas trends  Book-to-bill at 0.98 6 Q4 2015 Q4 2014 % Change Revenue $323 $550 -41% Earnings $ 31 $105 -70% Margin 9.7% 19.1% -940 bps Adj. Earnings* $ 35 $111 -68% Adj. Margin* 10.8% 20.2% -940 bps Bookings $316 $535 -41% Revenue by End-Market % of Q4 Revenue Y / Y Growth Drilling & Production 68% -45% Bearings & Compression 21% -23% Automation 11% -41% $ in millions * Q4 2015 and Q4 2014 earnings adjusted for $4M and $6M in restructuring costs, respectively

 

7 Engineered Systems  Solid organic revenue growth, partially offset by impact of FX – 8% organic growth in Printing & Identification reflects strong digital printing markets and solid NA marking and coding markets – Industrial’s organic growth of 1% was led by Environmental Solutions  Adjusted margin of 15.7% reflects the impact of a business consolidation, offset by the benefits of completed restructuring  Bookings decline primarily reflects impact of FX, up 1% organically  Book-to-bill of 1.02 7 Q4 2015 Q4 2014 % Change Revenue $597 $592 1% Earnings $ 89 $ 93 -4% Margin 14.9% 15.7% -80 bps Adj. Earnings* $ 94 $ 97 -3% Adj. Margin* 15.7% 16.4% -70 bps Bookings $608 $623 -2% Revenue by End-Market % of Q4 Revenue Y / Y Growth Printing & Identification 43% 3% Industrial 57% -1% $ in millions * Q4 2015 and Q4 2014 earnings adjusted for $5M and $4M in restructuring costs, respectively

 

8 Fluids  Revenue decline driven by oil & gas related exposure, project timing and FX: – Solid fluid transfer businesses up 1% organically – Pumps reflects oil & gas market weakness  Improved margin reflects strong execution and positive business mix  Margin adjusted for acquisitions and related purchase accounting and deal costs was 19.3%  Bookings decline primarily related to reduced year-end capex activity, and the impact of oil & gas exposure in our pump markets  Book-to-bill at 0.90 8 Q4 2015 Q4 2014 % Change Revenue $356 $377 -6% Earnings $ 62 $ 63 -1% Margin 17.6% 16.7% 90 bps Bookings $321 $346 -7% Revenue by End-Market % of Q4 Revenue Y / Y Growth Pumps 44% -8% Fluid Transfer 56% -4% $ in millions

 

9 Refrigeration & Food Equipment  Adjusted revenue decline primarily reflects anticipated reduced volume from a key retail refrigeration customer – Within Food Equipment, can- shaping equipment results were improved  Adjusted margin reflects the impact of lower volume, partially offset by the benefits of prior restructuring  Bookings growth primarily driven by a 20% improvement in orders from core refrigeration customers at Hillphoenix, partially offset by order timing for can-shaping equipment  Book-to-bill at 0.91 9 Q4 2015 Q4 2014 % Change Revenue $419 $459 -9% Adj. Revenue(1) $402 $433 -7% Earnings $ 43 $ 31 38% Margin 10.2% 6.7% 350 bps Adj. Earnings(2) $ 49 $ 56 -13% Adj. Margin(2) 11.7% 12.2% -50 bps Bookings $380 $368 3% Revenue by End-Market % of Q4 Revenue Y / Y Growth Refrigeration 74% -11% Food Equipment 26% -3% $ in millions (2) Q4 2015 and Q4 2014 earnings adjusted for $6M and $25M in restructuring costs, respectively (1) Adjusted for the impact of the disposition of a product line in Refrigeration & Food Equipment in Q4 2015. $17M in Q4 2015 and $26M in Q4 2014.

 

10 Q4 2015 Overview 10 Q4 2015 Net Interest Expense $31 million, in-line with forecast Corporate Expense $25 million, down $5 million from last year; reflects continuing cost management initiatives Effective Tax Rate (ETR) Q4 rate was 25.0%, excluding discrete tax benefits of $0.06 cents. Rate reflects the benefits from passage of the Tax Relief Extension Act Capex $43 million, generally in-line with expectations Share Repurchases No activity

 

11 FY 2016 Guidance  Revenue – Adjusted organic revenue(1): (4%) – (1%) – Completed acquisitions: ≈ 7% – FX impact: (2%) – Total revenue: 1% - 4%  Corporate expense: ≈ $120 million  Interest expense: ≈ $128 million  Full-year tax rate: ≈ 28%  Capital expenditures: ≈ 2.3% of revenue  FY free cash flow: ≈ 11% of revenue 2016 adjusted organic growth rate Energy (14% - 11%) Engineered Systems 1% - 3% (1) Fluids (1%) - 2% Refrigeration & Food Equipment 2% - 4% (1) Total organic (4% - 1%) (1) Acquisitions ≈ 7% (2) FX Impact (2%) Total revenue 1% - 4% (2) Reflects completed acquisitions (1) Adjusted for the impact of Q4 2015 disposition in Refrigeration & Food Equipment and a pending disposition in Engineered Systems. On an un- adjusted basis, expected 2016 organic growth is (4%) – (2%) in Refrigeration & Food Equipment, (3%) – (1%) in Engineered Systems, and (7%) – (4%) for total Dover

 

12 2016F EPS Guidance – Bridge  2015 EPS – Continuing Ops (GAAP) $ 3.74 – Less 2015 tax items(1): (0.11) – Less dispositions(2): (0.08)  2015 Adjusted EPS $ 3.55 – Net restructuring(3): 0.15 - 0.17 – Performance including restructuring benefits(4): 0.26 - 0.40 – Compensation & investment: (0.28 - 0.26) – Acquisitions(5): ≈ 0.18 – Shares(6): ≈ 0.08 – Interest / Corp. / Tax rate / Other (net): (0.09 - 0.07)  2016F EPS – Continuing Ops $3.85 - $4.05 (1) $0.05 in Q3 2015 and $0.06 in Q4 2015 (5) Deals completed (6) Based on carryover benefit from 2015 share repurchase activity (3) Includes restructuring costs of $0.25 in FY 2015 and approximately $0.08 - $0.10 in FY 2016 (4) Includes restructuring benefits of $0.23- $0.24 (2) Reflecting the Q4 2015 disposition of a product line in Refrigeration & Food Equipment and the pending disposition of a business in Engineered Systems