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): April 20, 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))	
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 	 	 	 	 	

Item 2.02 Results of Operations and Financial Condition.
 
On April 20, 2017, Dover Corporation (i) issued the Press Release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended March 31, 2017; and (ii) posted on its website at
http://www.dovercorporation.com the presentation slides attached hereto as Exhibit 99.2 for the quarter ended March 31, 2017.
 
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 April 20, 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:	April 20, 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 April 20, 2017	
 	 	 	
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 FIRST QUARTER 2017 RESULTS AND RAISES FULL YEAR REVENUE AND EPS GUIDANCE
 	 	
•	Reports quarterly revenue of $1.8 billion, an increase of 12% from the prior year	
 	 	
•	Delivers quarterly diluted net earnings per share of $1.09, including a $0.39 gain on disposition	
 	 	
•	Posts adjusted diluted net earnings per share of $0.70, excluding the gain on a disposition	
 	 	
•	Increases full year revenue growth forecast; now expected to be 11% to 13%	
 	 	
•	Raises 2017 full year diluted earnings per share guidance to now be in the range of $4.05 to $4.20, inclusive of the gain on a disposition	

Downers Grove, Illinois, April 20, 2017 — Dover (NYSE: DOV) announced today that for the first quarter ended March 31, 2017, revenue was $1.8 billion, an increase of 12% from the prior year. The increase in the quarter was driven by acquisition growth of 12% and organic growth of 4%, partially offset by a 3% impact from dispositions and an unfavorable impact from foreign exchange ("FX") of 1%. Net earnings were $172.2 million, an increase of 73% as compared to $99.4 million for the prior year period. Diluted net earnings per share ("EPS") for the first quarter ended March 31, 2017, were $1.09, compared to $0.64 EPS in the prior year period, representing an increase of 70%. EPS for the first quarter of 2017 included a gain on a disposition of $0.39. EPS for the prior year period included a gain on a disposition of $0.07. Excluding these items, adjusted EPS for the first quarter of 2017 was $0.70, an increase of 25% from an adjusted EPS of $0.56 in the prior year period. EPS for the first quarter ended March 31, 2017, and March 31, 2016, include restructuring costs of $0.03 EPS and $0.07 EPS, respectively.

Dover’s President and Chief Executive Officer, Robert A. Livingston, said, “I am very pleased with our first quarter business activity and results. The revenue growth of 12% was broad-based and bookings grew 21%, resulting in a strong book-to-bill of 1.12. Of particular note, organic revenue and bookings grew 4% and 12%, respectively.

“Among the highlights in the quarter was an acceleration in the recovery of our U.S. drilling and production market. At the same time, business activity was also very solid in our printing & identification, retail fueling, and retail refrigeration markets, as well as the majority of our other industrial markets. Strong growth and solid execution, along with an improved tax rate, resulted in adjusted EPS of $0.70.

“As a result of the solid first quarter performance, higher expectations in Energy, and overall strong bookings activity, we are raising our full year revenue and EPS guidance. We now expect full year diluted earnings per share to be in the range of $4.05 to $4.20, versus our prior guidance of $3.40 to $3.60. Our revised guidance includes the gain from our recent disposition. Further, this revised

guidance is based on full year revenue growth of 11% to 13% versus our prior forecast of 10% to 12%, and is comprised of organic growth of 4% to 6% and acquisition growth of approximately 10%, partially offset by a 2% impact from the dispositions and a 1% headwind from FX. Our revised revenue forecast is primarily driven by a one point increase in organic growth. The combined impact of acquisitions, dispositions, and FX is essentially unchanged from our prior forecast.”

Dover will host a webcast of its first quarter 2017 conference call at 10:00 A.M. Eastern Time (9:00 A.M. Central Time) on Thursday, April 20, 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 first quarter results and its operating segments can 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, consumable supplies, software and digital solutions, and support services through four 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 concern future events and 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 address matters that are uncertain, including, by way of example only: operating and strategic plans, future sales, earnings, cash flows, margins, organic growth, growth from acquisitions, restructuring charges, cost structure, capital expenditures, capital allocation, capital structure, dividends, cash flows, exchange rates, tax rates, interest rates, interest expense, changes in operations and trends in industries in which our businesses operate, anticipated market conditions and our positioning, global economies, and operating improvements. 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, economic conditions generally and changes in economic conditions globally and in the markets and industries served by our businesses, including oil and gas activity and U.S. industrials activity; conditions and events affecting domestic and global financial and capital markets; oil and natural gas demand, production growth, and prices; changes in exploration and production spending by our customers and changes in the level of oil and natural gas exploration and development; changes in customer demand and capital spending; risks related to our international operations and the ability of our businesses to expand into new geographic markets; the impact of interest rate and currency exchange rate fluctuations; increased competition and pricing pressures; the impact of loss of a significant customer, or loss or non-renewal of significant contracts; the ability of our businesses to adapt to technological developments; the ability of our 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; the impact of loss of a single-source manufacturing facility; short-term capacity constraints; domestic and foreign governmental and public policy changes or

developments, including import/export laws and sanctions, tax policies, environmental regulations and conflict minerals disclosure requirements; increases in the cost of raw materials; our ability to identify and successfully consummate value-adding acquisition opportunities or planned divestitures, and to realize anticipated earnings and synergies from acquired businesses and joint ventures; our 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 legal compliance risks and litigation, including product recalls; indemnification obligations related to acquired or divested businesses; cybersecurity and privacy risks; protection and validity of patent and other intellectual property rights; goodwill or intangible asset impairment charges; a downgrade in our credit ratings which, among other matters, could make obtaining financing more difficult and costly; and work stoppages, union and works council campaigns and other labor disputes which could impact our productivity. 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 - FIRST QUARTER 2017 

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

 	Three Months Ended March 31,	
 	2017	 	2016	
Revenue	$	1,813,372	
 	 	$	1,622,273	
 	
Cost of goods and services	1,152,198	
 	 	1,033,009	
 	
Gross profit	661,174	
 	 	589,264	
 	
Selling, general, and administrative expenses	485,290	
 	 	443,448	
 	
Operating earnings	175,884	
 	 	145,816	
 	
Interest expense	36,409	
 	 	33,318	
 	
Interest income	(2,580	)	 	(1,604	)	
Gain on sale of businesses	(90,093	)	 	(11,228	)	
Other income, net	176	
 	 	(2,294	)	
Earnings before provision for income taxes	231,972	
 	 	127,624	
 	
Provision for income taxes	59,725	
 	 	28,268	
 	
Net earnings	$	172,247	
 	 	$	99,356	

Net earnings per share:	 	 	 	
Basic	$	1.11	
 	 	$	0.64	
 	
Diluted	$	1.09	
 	 	$	0.64	

Weighted average shares outstanding:	 	 	 	
Basic	155,540	 	155,064	
Diluted	157,399	
 	 	156,161	

Dividends paid per common share	$	0.44	
 	 	$	0.42	

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

 	2017	 	2016	
 	Q1	 	Q1	Q2	Q3	Q4	FY 2016	
REVENUE	 	 	 	 	 	 	 	
Energy	$	324,088	
 	 	$	283,230	
 	$	259,008	
 	$	273,248	
 	$	292,952	
 	$	1,108,438	

Engineered Systems	 	 	 	 	 	 	 	
Printing & Identification	249,238	
 	 	239,681	
 	263,648	
 	253,091	
 	266,082	
 	1,022,502	
 	
Industrials	358,397	
 	 	337,314	
 	328,784	
 	317,471	
 	360,212	
 	1,343,781	
 	
 	607,635	
 	 	576,995	
 	592,432	
 	570,562	
 	626,294	
 	2,366,283	

Fluids	525,195	
 	 	399,062	
 	405,838	
 	412,822	
 	482,852	
 	1,700,574	

Refrigeration & Food Equipment	356,834	
 	 	363,252	
 	429,386	
 	451,328	
 	376,373	
 	1,620,339	

Intra-segment eliminations	(380	)	 	(266	)	(319	)	(197	)	(510	)	(1,292	)	
Total consolidated revenue	$	1,813,372	
 	 	$	1,622,273	
 	$	1,686,345	
 	$	1,707,763	
 	$	1,777,961	
 	$	6,794,342	

NET EARNINGS	 	 	 	 	 	 	 	
Segment Earnings:	 	 	 	 	 	 	 	
Energy	$	41,691	
 	 	$	11,244	
 	$	(75	)	$	13,279	
 	$	30,888	
 	$	55,336	
 	
Engineered Systems	174,398	
 	 	93,748	
 	104,034	
 	97,240	
 	96,807	
 	391,829	
 	
Fluids	52,639	
 	 	46,047	
 	54,033	
 	66,178	
 	34,663	
 	200,921	
 	
Refrigeration & Food Equipment	33,562	
 	 	38,161	
 	63,230	
 	64,111	
 	118,126	
 	283,628	
 	
Total segments	302,290	
 	 	189,200	
 	221,222	
 	240,808	
 	280,484	
 	931,714	
 	
Corporate expense / other	36,489	
 	 	29,862	
 	24,566	
 	26,638	
 	31,674	
 	112,740	
 	
Interest expense	36,409	
 	 	33,318	
 	33,779	
 	33,789	
 	35,515	
 	136,401	
 	
Interest income	(2,580	)	 	(1,604	)	(1,622	)	(795	)	(2,738	)	(6,759	)	
Earnings before provision for income taxes	231,972	
 	 	127,624	
 	164,499	
 	181,176	
 	216,033	
 	689,332	
 	
Provision for income taxes	59,725	
 	 	28,268	
 	46,209	
 	51,092	
 	54,871	
 	180,440	
 	
Net earnings	$	172,247	
 	 	$	99,356	
 	$	118,290	
 	$	130,084	
 	$	161,162	
 	$	508,892	

SEGMENT MARGIN	 	 	 	 	 	 	
Energy	12.9	%	 	4.0	%	—	 %	4.9	%	10.5	%	5.0	%	
Engineered Systems	28.7	%	 	16.2	%	17.6	 %	17.0	%	15.5	%	16.6	%	
Fluids	10.0	%	 	11.5	%	13.3	 %	16.0	%	7.2	%	11.8	%	
Refrigeration & Food Equipment	9.4	%	 	10.5	%	14.7	 %	14.2	%	31.4	%	17.5	%	
Total segment operating margin	16.7	%	 	11.7	%	13.1	 %	14.1	%	15.8	%	13.7	%	
 	 	 	 	 	 	 	 	
DEPRECIATION AND AMORTIZATION EXPENSE	 	 	 	 	 	 	
Energy	$	31,365	
 	 	$	34,160	
 	$	33,289	
 	$	32,605	
 	$	31,366	
 	$	131,420	
 	
Engineered Systems	19,575	
 	 	16,036	
 	16,075	
 	16,238	
 	25,597	
 	73,946	
 	
Fluids	28,503	
 	 	20,511	
 	20,981	
 	20,833	
 	22,899	
 	85,224	
 	
Refrigeration & Food Equipment	15,035	
 	 	16,728	
 	16,881	
 	16,146	
 	15,263	
 	65,018	
 	
Corporate	1,120	
 	 	1,169	
 	868	
 	901	
 	2,193	
 	5,131	
 	
Total depreciation and amortization expense	$	95,598	
 	 	$	88,604	
 	$	88,094	
 	$	86,723	
 	$	97,318	
 	$	360,739	

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

 	2017	 	2016	
 	Q1	 	Q1	Q2	Q3	Q4	FY 2016	
BOOKINGS	 	 	 	 	 	 	 	
Energy	$	348,317	
 	 	$	273,445	
 	$	246,021	
 	$	270,685	
 	$	299,771	
 	$	1,089,922	

Engineered Systems	 	 	 	 	 	 	 	
Printing & Identification	256,665	
 	 	242,569	
 	266,490	
 	248,443	
 	268,951	
 	1,026,453	
 	
Industrials	419,455	
 	 	329,957	
 	304,345	
 	331,435	
 	374,073	
 	1,339,810	
 	
 	676,120	
 	 	572,526	
 	570,835	
 	579,878	
 	643,024	
 	2,366,263	

Fluids	565,987	
 	 	418,345	
 	413,767	
 	413,535	
 	457,283	
 	1,702,930	

Refrigeration & Food Equipment	438,576	
 	 	411,367	
 	468,661	
 	429,134	
 	336,645	
 	1,645,807	

Intra-segment eliminations	(1,149	)	 	(90	)	(944	)	(245	)	(308	)	(1,587	)	
 	 	 	 	 	 	 	 	
Total consolidated bookings	$	2,027,851	
 	 	$	1,675,593	
 	$	1,698,340	
 	$	1,692,987	
 	$	1,736,415	
 	$	6,803,335	

BACKLOG	 	 	 	 	 	 	 	
Energy	$	156,255	
 	 	$	144,828	
 	$	129,873	
 	$	126,519	
 	$	134,181	

Engineered Systems	 	 	 	 	 	 	 	
Printing & Identification	109,347	
 	 	102,640	
 	104,509	
 	101,190	
 	98,924	
 	 	
Industrials	310,008	
 	 	235,384	
 	210,646	
 	224,892	
 	252,780	
 	 	
 	419,355	
 	 	338,024	
 	315,155	
 	326,082	
 	351,704	

Fluids	371,717	
 	 	286,457	
 	315,786	
 	318,246	
 	331,238	

Refrigeration & Food Equipment	341,530	
 	 	303,479	
 	332,312	
 	309,462	
 	258,329	

Intra-segment eliminations	(729	)	 	(36	)	(265	)	(252	)	(102	)	 	
 	 	 	 	 	 	 	 	
Total consolidated backlog	$	1,288,128	
 	 	$	1,072,752	
 	$	1,092,861	
 	$	1,080,057	
 	$	1,075,350	

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

Earnings Per Share	 	 	 	 	 	 	 	
 	2017	 	2016	
 	Q1	 	Q1	Q2	Q3	Q4	FY 2016	
Net earnings per share:	 	 	 	 	 	 	 	
Basic	$	1.11	
 	 	$	0.64	
 	$	0.76	
 	$	0.84	
 	$	1.04	
 	$	3.28	
 	
Diluted	$	1.09	
 	 	$	0.64	
 	$	0.76	
 	$	0.83	
 	$	1.03	
 	$	3.25	

Net earnings and weighted average shares used in calculated earnings per share amounts are as follows:	
 	 	 	 	 	 	 	 	
Net earnings	$	172,247	
 	 	$	99,356	
 	$	118,290	
 	$	130,084	
 	$	161,162	
 	$	508,892	

Weighted average shares outstanding:	 	 	 	 	 	 	
Basic	155,540	
 	 	155,064	
 	155,180	
 	155,300	
 	155,376	
 	155,231	
 	
Diluted	157,399	
 	 	156,161	
 	156,595	
 	156,798	
 	156,816	
 	156,636	

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted Earnings Per Share (Non-GAAP)	 	 	 	 	 	 	
Net earnings are adjusted by gains on disposition of businesses and a product recall charge to derive adjusted net earnings and adjusted diluted earnings per common share as follows:	
 	 	 	 	 	 	 	 	
 	2017	 	2016	
 	Q1	 	Q1	Q2	Q3	Q4	FY 2016	
Adjusted net earnings:	 	 	 	 	 	 	
Net earnings	$	172,247	
 	 	$	99,356	
 	$	118,290	
 	$	130,084	
 	$	161,162	
 	$	508,892	
 	
Gain on dispositions, net of tax	(61,720	)	 	(11,228	)	—	
 	—	
 	(56,975	)	(68,203	)	
Product recall charge, net of tax	—	
 	 	—	
 	—	
 	—	
 	14,237	
 	14,237	
 	
Adjusted net earnings	$	110,527	
 	 	$	88,128	
 	$	118,290	
 	$	130,084	
 	$	118,424	
 	$	454,926	

Adjusted diluted earnings per common share:	 	 	 	 	 	 	
Net earnings	$	1.09	
 	 	$	0.64	
 	$	0.76	
 	$	0.83	
 	$	1.03	
 	$	3.25	
 	
Gain on dispositions, net of tax	(0.39	)	 	(0.07	)	—	
 	—	
 	(0.36	)	(0.44	)	
Product recall charge, net of tax	—	
 	 	—	
 	—	
 	—	
 	0.09	
 	0.09	
 	
Adjusted net earnings	$	0.70	
 	 	$	0.56	
 	$	0.76	
 	$	0.83	
 	$	0.76	
 	$	2.90	

* Per share data may be impacted by rounding.	 	 	 	 	 	 	

DOVER CORPORATION
ADDITIONAL INFORMATION
(unaudited)(in thousands)

Quarterly Cash Flow

 	2017	 	2016	
 	Q1	 	Q1	Q2	Q3	Q4	FY 2016	
Net Cash Flows Provided By (Used In):	 	 	 	 	 	 	 	
Operating activities	$	78,071	
 	 	$	133,413	
 	$	207,868	
 	$	231,665	
 	$	289,029	
 	$	861,975	
 	
Investing activities	81,780	
 	 	(425,857	)	(69,415	)	(66,110	)	(942,461	)	(1,503,843	)	
Financing activities	(93,293	)	 	178,507	
 	(127,678	)	98,491	
 	484,288	
 	633,608	

Quarterly Free Cash Flow (Non-GAAP)

 	2017	 	2016	
 	Q1	 	Q1	Q2	Q3	Q4	FY 2016	
Cash flow from operating activities	$	78,071	
 	 	$	133,413	
 	$	207,868	
 	$	231,665	
 	$	289,029	
 	$	861,975	
 	
Less: Capital expenditures	(42,259	)	 	(37,230	)	(35,422	)	(43,116	)	(49,437	)	(165,205	)	
Free cash flow	$	35,812	
 	 	$	96,183	
 	$	172,446	
 	$	188,549	
 	$	239,592	
 	$	696,770	

Free cash flow as a percentage of revenue	2.0	%	 	5.9	%	10.2	%	11.0	%	13.5	%	10.3	%	
 	 	 	 	 	 	 	 	
Free cash flow as a percentage of net earnings	20.8	%	 	96.8	%	145.8	%	144.9	%	148.7	%	136.9	%	

Revenue Growth Factors

 	Three Months Ended March 31, 2017	
 	Energy	 	Engineered Systems	 	Fluids	 	Refrigeration & Food Equipment	 	Total	
Organic	15	 %	 	2	 %	 	(2	)%	 	5	 %	 	4	 %	
Acquisitions	—	 %	 	9	 %	 	35	 %	 	—	 %	 	12	 %	
Dispositions	—	 %	 	(4	)%	 	—	 %	 	(7	)%	 	(3	)%	
Currency translation	(1	)%	 	(1	)%	 	(1	)%	 	—	 %	 	(1	)%	
Total *	14	 %	 	5	 %	 	32	 %	 	(2	)%	 	12	 %	
 	 	 	 	 	 	 	 	 	 	
* Totals may be impacted by rounding.

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 net earnings, adjusted diluted earnings per common share, free cash flow and organic revenue growth are not financial measures under GAAP and should not be considered as a substitute for net earnings, diluted earnings per common share, 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 net earnings represents net earnings adjusted for gains on disposition of businesses and a product recall charge. Adjusted diluted earnings per common share represents adjusted net earnings 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. 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.

Earnings Conference Call First Quarter 2017     April 20, 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 2016, 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 first 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 Earnings per share Adj. EPS* Q1 2017 Performance Earnings Per Share Q1 Q1/Q1 * Excludes gains on dispositions of $0.07 in Q1 2016, $0.36 in Q4 2016, $0.39 in Q1 2017, and a $0.09 voluntary product recall charge in Q4 2016  (d) See Press Release for free cash flow reconciliation 3 Quarterly Comments 2016  Revenue growth largely driven by acquisitions and strong recovery in Drilling & Production  Printing & Identification, Refrigeration, Retail Fueling, Hygienic & Pharma, and most other industrial end markets were solid, offsetting declines in longer cycle oil & gas markets and the impact of dispositions  Solid organic growth in U.S., Europe and China  Adjusted segment margin improvement largely driven by strong conversion on volume in the Energy segment  Bookings growth reflects broad-based organic increases and acquisitions  Book-to-bill at a seasonally strong 1.12 Note: EPS and Adj. EPS include restructuring costs of $0.07 in Q1 2016, $0.04 in Q2 2016, $0.04 in Q3 2016, $0.04 in Q4 2016, and $0.03 in Q1 2017 Revenue $1.8B 12% EPS $1.09 70% Adj. EPS (a) $0.70 25% Bookings $2.0B 21% Seg. Margin 16.7% 500 bps Adj. Seg. Margin (a) 11.8% 80 bps Organic Rev. (b) 4% Net Acq. Growth (c) 9% Cash flow from Ops $78M -41% FCF (d) $36M -63% (a) Adjusted for gains on dispositions of $11M in Q1 2016 and $88M in Q1 2017 (b) Change in revenue from businesses owned over 12 months, excluding FX impact (c) Change in revenue from acquisitions, less revenue from dispositions 2017 

 

4 Revenue  Q1 2017  Energy Engineered Systems  Fluids Refrigeration & Food Equip Total Dover Organic 15% 2% -2% 5% 4% Acquisitions - 9% 35% - 12% Dispositions - -4% - -7% -3% Currency -1% -1% -1% - -1% Total 14% 5% 32% -2% 12% Note: Totals may be impacted due to rounding 

 

5 Energy  Revenue increase driven by significant improvement in early cycle oil & gas fundamentals, particularly U.S. rig count and well completions – Q1 revenue up 11% sequentially – Bearings & Compression growth driven by improved OEM build rates – Automation benefitting from customer capex increases  Margin of 12.9% exceeds expectation, reflecting higher volume and strong incrementals  Bookings growth is broad- based  Book-to-bill at 1.07 5 $ in millions Q1 2017 Q1 2016 % Change % Organic Revenue $324 $283 14% 15% Earnings $ 42 $ 11 271% Margin 12.9% 4.0% 890 bps Bookings $348 $273 27% 28%  Revenue by End-Market % of Q1 Revenue Q1/Q1 Growth Organic Growth Drilling & Production 67% 14% 14% Bearings & Compression 22% 13% 16% Automation 11% 19% 19% 

 

6 Engineered Systems  Organic revenue growth of 2% – Organic growth in Printing & Identification driven by strong marking & coding and digital textile markets – Industrial’s organic decline driven by chassis availability challenges in Environmental Solutions Group  Adjusted margin in-line with expectations  Organic bookings growth is broad-based  Book-to-bill of 1.11  6 Q1 2017 Q1 2016 % Change % Organic Revenue(a) $608 $577 5% 2% Earnings $174 $ 94 86% Margin 28.7% 16.2% NM Adj. Earnings* $ 86 $ 83 4% Adj. Margin* 14.2% 14.3% -10 bps Bookings(b) $676 $573 18% 12%  Revenue by End-Market % of Q1 Revenue Q1/Q1 Growth Organic Growth Printing & Identification 41% 4% 5% Industrial 59% 6% -1% $ in millions (a) Revenue increased 5% overall, reflecting organic growth of 2% and acquisition growth of 8%, offset by a 4% impact from dispositions and a 1% unfavorable impact from FX (b) Bookings growth of 18% reflects organic growth of 12% and acquisition growth of 9%, partially offset by a 2% impact from dispositions and a 1% unfavorable impact from FX * Earnings adjusted for gains on dispositions of $11M in Q1 2016 and $88M in Q1 2017 

 

7 Fluids  Revenue growth driven by acquisitions – Dover Fueling Solutions off to very strong start – Organic revenue impacted by continued weakness in longer cycle oil & gas markets, especially transport  Solid retail fueling and strong Hygienic & Pharma markets  Margin primarily impacted by acquisitions and business mix  Bookings growth is broad- based  Book-to-bill at 1.08  7 $ in millions  Revenue by End-Market % of Q1 Revenue Q1/Q1 Growth Organic Growth Pumps 29% -4% -2% Fueling & Transport 60% 69% -4% Hygienic & Pharma 11% 2% 5% Q1 2017 Q1 2016 % Change % Organic Revenue $525 $399 32% -2% Earnings $ 53 $ 46 14% Margin 10.0% 11.5% -150 bps Bookings $566 $418 35% 2% 

 

8 Refrigeration & Food Equipment  Organic revenue growth reflects strong activity in retail refrigeration market – Door and specialty case product lines doing very well – Within Food Equipment, can-shaping equipment project timing offsets solid commercial food equipment activity  Margin performance reflects impact of dispositions and $2 million in restructuring  Organic bookings growth is broad-based  Book-to-bill at seasonally strong 1.23  8 $ in millions  Revenue by End-Market % of Q1 Revenue Q1/Q1 Growth Organic Growth Refrigeration 84% 7% 7% Food Equipment 16% -31% -3% (a) Revenue decline of 2% reflects organic growth of 5%, offset by a 7% impact from dispositions (b) Bookings growth of 7% reflects organic growth of 13% and a 6% impact from dispositions Q1 2017 Q1 2016 % Change % Organic Revenue(a) $357 $363 -2% 5% Earnings $34 $ 38 -12% Margin 9.4% 10.5% -110 bps Bookings(b) $439 $411 7% 13% 

 

9 Q1 2017 Overview 9 Q1 2017 Net Interest Expense $34 million, in-line with forecast  Corporate Expense $36 million, in-line with forecast Effective Tax Rate Q1 rate was 25.7%, lower than forecast, reflecting the impact of a disposition and other discrete items. Excluding these items, normalized rate was 27.8% Capex $42 million, generally in-line with forecast Share Repurchases No activity 

 

10 FY 2017F Updated Guidance   Corporate expense: ≈ $130 million   Net interest expense: ≈ $133 million   Q2 – Q4 tax rate: ≈ 28%   Capital expenditures: ≈ 2.4% of revenue   FY free cash flow: ≈ 11% of revenue or 140% of net income*  2017F  Energy Engineered Systems  Fluids Refrigeration & Food Equip  Total Organic rev. 20% - 23% 2% - 3% 1% - 2% 1% - 3% 4% - 6% Acquisitions - ≈ 8% ≈ 31% - ≈ 10% Dispositions - (3%) - (5%) (2%) Currency - (1%) (1%) - (1%) Total revenue 20% - 23% 6% - 7% 31% - 32% (4% - 2%) 11% - 13% * Excludes the gain on sale of business 

 

11 2017F EPS Guidance – Updated 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 recall: 0.09  2016 Adjusted EPS $2.85  – Net restructuring(3): 0.08 - 0.10 – Performance including restructuring benefits: 1.12 – 1.21 – Compensation & investment: (0.17 - 0.15) – Interest / Corp. / Tax rate / Shares / Other (net): (0.18 - 0.16) – Net benefit of disposition(4) 0.35  2017F EPS – Continuing Ops $4.05 - $4.20 (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 the disposition of Tipper Tie in Q4 2016 (4) Includes $0.39 gain on the disposition of PMI, partially offset by ($0.04) of PMI operational earnings in the prior forecast