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): July 21, 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 July 21, 2016, Dover Corporation (i) issued the Press Release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended June 30, 2016; and (ii) posted on its website at
http://www.dovercorporation.com the presentation slides attached hereto as Exhibit 99.2 for the quarter ended June 30, 2016.
 
The information in this Current Report on Form 8-K, including exhibits, is being furnished to the Securities and Exchange Commission (the “SEC”) and shall not be deemed to be incorporated by reference into any of Dover’s filings with the SEC under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this report:
 
99.1 Dover Corporation Press Release dated July 21, 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:	July 21, 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 July 21, 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 SECOND QUARTER 2016 RESULTS AND UPDATES FULL YEAR GUIDANCE
 	 	
•	Reports quarterly revenue of $1.7 billion, a decrease of 4% from the prior year	
 	 	
•	Delivers quarterly diluted earnings per share from continuing operations of $0.76, including second quarter restructuring costs of $0.04, deal costs of $0.02, and one-time costs of $0.04	
 	 	
•	Expects full year organic revenue to decline 6% to 8%, versus prior forecast of a 5% to 8% decline	
 	 	
•	Reduces full year 2016 diluted earnings per share from continuing operations to now be in the range of $3.35 to $3.45, including approximately $0.18 of restructuring costs, $0.05 of deal costs, and $0.04 of one-time costs	
 	 	
•	Believes the second quarter will mark the low point of 2016 Energy segment performance	

Downers Grove, Illinois, July 21, 2016 — Dover (NYSE: DOV) announced today that for the second quarter ended June 30, 2016, revenue was $1.7 billion, a decrease of 4% from the prior year. Organic revenue declined 7% and acquisition revenue, net of dispositions, provided 3% growth in the quarter. Earnings from continuing operations were $118.3 million, a decrease of 24% as compared to $155.6 million for the prior year period. Diluted earnings per share from continuing operations ("EPS") for the second quarter ended June 30, 2016, were $0.76, compared to $0.97 EPS in the prior year period, representing a decrease of 22%. EPS from continuing operations for the second quarter of 2016 includes discrete tax costs of approximately $0.01, deal costs of $0.02, and one-time costs of $0.04. EPS for the second quarter ended June 30, 2016, and 2015, also includes restructuring costs of $0.04 EPS and $0.01 EPS, respectively.

Revenue for the six months ended June 30, 2016, was $3.3 billion, a decrease of 5% from the prior year, reflecting an organic revenue decline of 7% and an unfavorable impact from foreign exchange of 1%, offset by 3% growth from acquisition revenue, net of dispositions. Earnings from continuing operations for the six months ended June 30, 2016, were $217.6 million, a decrease of 20% as compared to $272.8 million for the prior year period. Diluted EPS for the six months ended June 30, 2016, was $1.39, compared to $1.69 EPS in the prior year period, representing a decrease of 18%. EPS from continuing operations for the six months ended June 30, 2016, includes discrete tax benefits of $0.04, a gain on disposition of $0.07, deal costs of $0.02, and one-time costs of $0.04. Excluding discrete tax benefits and the gain on disposition, adjusted EPS from continuing operations decreased 24% to $1.28 from a comparable EPS of $1.69 in the prior year period. EPS for the six months ended June 30, 2016, and 2015, also includes restructuring costs of $0.11 EPS and $0.12 EPS, respectively.

Robert A. Livingston, Dover's President and Chief Executive Officer, said, “Our second quarter results, excluding deal costs and certain one-time items, were generally in-line with our expectations, but disappointing nonetheless. These results included deal costs of approximately $5 million, or $0.02 EPS, and one-time items of approximately $7 million, or $0.04 EPS, which included costs resulting from our in-quarter decision to suspend production for two weeks at several facilities in our Energy segment, as well as other costs. In addition, our results included $9 million, or $0.04 EPS, of restructuring costs.

“While our Energy businesses continued to be challenged by weak market dynamics, we believe the second quarter will mark the low point of our 2016 performance in our Energy segment. The continued stabilization of North American rig count and constructive oil prices positions us for modestly improved results in the back half of 2016, and growth in 2017.

“The markets served by Engineered Systems and Refrigeration & Food Equipment remained solid, resulting in organic growth of 2% and 1%, respectively. Our Fluids segment was impacted by direct oil & gas exposure, lower capital spending from integrated energy customers, and project timing, resulting in an organic decline of 8%.
 
“While there are positive indicators in several areas, we are slightly reducing our full year expectations for Refrigeration & Food Equipment and Fluids to account for project timing and continued headwinds. In Refrigeration & Food Equipment, we anticipate certain large can shaping equipment orders and shipments will slip into 2017. Within Fluids, we expect continued softness in our oil & gas related markets.

“We now expect full year revenue to decline approximately 3% to 5% as compared to our prior forecast of a revenue decline of 2% to 5%. Within this forecast, organic revenue is expected to decline 6% to 8%, versus an organic decline of 5% to 8% in our prior forecast. Our forecast for acquisitions, net of dispositions, of 4%, and the unfavorable impact of FX of 1%, is unchanged. In total, full year EPS is expected to be in the range of $3.35 to $3.45, as compared to the prior forecast of $3.51 to $3.66. The reduction of $0.19, at the mid-point, is comprised of one-time items of $0.04 EPS, second quarter deal costs of $0.02 EPS, forecasted third quarter deal costs of $0.03 EPS, as well as the combined impact of lower revenue, reduced corporate expense, and a lower tax rate. Also included in this forecast are full year restructuring costs of $0.18, the gain on a disposition of $0.07 and $0.04 of discrete tax benefits.”

Net earnings for the second quarter ended June 30, 2016, were $118.3 million, or $0.76 EPS, compared to net earnings of $332.4 million, or $2.07 EPS, for the same period of 2015, which included earnings from discontinued operations of $176.8 million, or $1.10 EPS. Second quarter 2015 earnings from discontinued operations included a gain of $177.8 million, or $1.11 EPS, resulting from the disposition of a business held for sale.

Net earnings for the six months ended June 30, 2016, were $217.6 million, or $1.39 EPS, compared to net earnings of $541.9 million, or $3.35 EPS, for the same period of 2015, which included earnings from discontinued operations of $269.1 million, or $1.66 EPS. 2015 earnings from discontinued operations included gains of $265.6 million, or $1.64 EPS, resulting from the disposition of two businesses held for sale.

Dover will host a webcast of its second quarter 2016 conference call at 10:00 A.M. Eastern Time (9:00 A.M. Central Time) on Thursday, July 21, 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 second quarter results and its operating segments can also be found on the Company’s website.

About Dover:

Dover is a diversified global manufacturer with annual revenue of approaching $7 billion. We deliver innovative equipment and components, specialty systems and support services through four major operating segments: Energy, Engineered Systems, Fluids, and Refrigeration & Food Equipment. Dover combines global scale with operational agility to lead the markets we serve.  Recognized for our entrepreneurial approach for over 60 years, our team of 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, trade sanctions, 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 - SECOND QUARTER 2016

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

 	Three Months Ended June 30,	 	Six Months Ended June 30,	
 	2016	 	2015	 	2016	 	2015	
Revenue	$	1,686,345	
 	 	$	1,758,628	
 	 	$	3,308,618	
 	 	$	3,474,129	
 	
Cost of goods and services	1,055,132	
 	 	1,104,060	
 	 	2,088,141	
 	 	2,192,402	
 	
Gross profit	631,213	
 	 	654,568	
 	 	1,220,477	
 	 	1,281,727	
 	
Selling and administrative expenses	437,411	
 	 	402,695	
 	 	880,859	
 	 	837,329	
 	
Operating earnings	193,802	
 	 	251,873	
 	 	339,618	
 	 	444,398	
 	
Interest expense, net	32,157	
 	 	31,988	
 	 	63,871	
 	 	64,025	
 	
Other income, net	(2,854	)	 	(1,256	)	 	(16,376	)	 	(5,443	)	
Earnings before provision for income taxes and discontinued operations	164,499	
 	 	221,141	
 	 	292,123	
 	 	385,816	
 	
Provision for income taxes	46,209	
 	 	65,507	
 	 	74,477	
 	 	112,992	
 	
Earnings from continuing operations	118,290	
 	 	155,634	
 	 	217,646	
 	 	272,824	
 	
Earnings from discontinued operations, net	—	
 	 	176,762	
 	 	—	
 	 	269,082	
 	
Net earnings	$	118,290	
 	 	$	332,396	
 	 	$	217,646	
 	 	$	541,906	

Basic earnings per common share:	 	 	 	 	 	 	 	
Earnings from continuing operations	$	0.76	
 	 	$	0.98	
 	 	$	1.40	
 	 	$	1.70	
 	
Earnings from discontinued operations, net	—	
 	 	1.11	
 	 	—	
 	 	1.68	
 	
Net earnings	0.76	
 	 	2.10	
 	 	1.40	
 	 	3.38	

Weighted average shares outstanding	155,180	 	158,640	 	155,122	 	160,137	
 	 	 	 	 	 	 	 	
Diluted earnings per common share:	 	 	 	 	 	 	 	
Earnings from continuing operations	$	0.76	
 	 	$	0.97	
 	 	$	1.39	
 	 	$	1.69	
 	
Earnings from discontinued operations, net	—	
 	 	1.10	
 	 	—	
 	 	1.66	
 	
Net earnings	0.76	
 	 	2.07	
 	 	1.39	
 	 	3.35	

Weighted average shares outstanding	156,595	 	160,398	 	156,414	 	161,876	
 	 	 	 	 	 	 	 	
Dividends paid per common share	$	0.42	
 	 	$	0.40	
 	 	$	0.84	
 	 	$	0.80	

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

 	2016	 	2015	
 	Q1	Q2	Q2 YTD	 	Q1	Q2	Q2 YTD	Q3	Q4	FY 2015	
REVENUE	 	 	 	 	 	 	 	 	 	 	
Energy	$	283,230	
 	$	259,008	
 	$	542,238	
 	 	$	430,423	
 	$	366,044	
 	$	796,467	
 	$	363,872	
 	$	323,341	
 	$	1,483,680	

Engineered Systems	 	 	 	 	 	 	 	 	 	 	
Printing & Identification	239,681	
 	263,648	
 	503,329	
 	 	230,181	
 	229,934	
 	460,115	
 	227,992	
 	255,563	
 	943,670	
 	
Industrials	337,314	
 	328,784	
 	666,098	
 	 	343,015	
 	363,157	
 	706,172	
 	351,404	
 	341,667	
 	1,399,243	
 	
 	576,995	
 	592,432	
 	1,169,427	
 	 	573,196	
 	593,091	
 	1,166,287	
 	579,396	
 	597,230	
 	2,342,913	

Fluids	399,062	
 	405,838	
 	804,900	
 	 	340,236	
 	351,511	
 	691,747	
 	352,018	
 	355,508	
 	1,399,273	

Refrigeration & Food Equipment	363,252	
 	429,386	
 	792,638	
 	 	372,097	
 	448,115	
 	820,212	
 	492,460	
 	418,758	
 	1,731,430	

Intra-segment eliminations	(266	)	(319	)	(585	)	 	(451	)	(133	)	(584	)	(164	)	(237	)	(985	)	
Total consolidated revenue	$	1,622,273	
 	$	1,686,345	
 	$	3,308,618	
 	 	$	1,715,501	
 	$	1,758,628	
 	$	3,474,129	
 	$	1,787,582	
 	$	1,694,600	
 	$	6,956,311	

NET EARNINGS	 	 	 	 	 	 	 	 	 	 	
Segment Earnings:	 	 	 	 	 	 	 	 	 	 	
Energy	$	11,244	
 	$	(75	)	$	11,169	
 	 	$	52,305	
 	$	40,909	
 	$	93,214	
 	$	48,726	
 	$	31,250	
 	$	173,190	
 	
Engineered Systems	93,748	
 	104,034	
 	197,782	
 	 	88,149	
 	96,702	
 	184,851	
 	102,866	
 	89,244	
 	376,961	
 	
Fluids	46,047	
 	54,033	
 	100,080	
 	 	54,634	
 	70,168	
 	124,802	
 	74,911	
 	62,404	
 	262,117	
 	
Refrigeration & Food Equipment	38,161	
 	63,230	
 	101,391	
 	 	36,150	
 	65,732	
 	101,882	
 	76,665	
 	42,752	
 	221,299	
 	
Total Segments	189,200	
 	221,222	
 	410,422	
 	 	231,238	
 	273,511	
 	504,749	
 	303,168	
 	225,650	
 	1,033,567	
 	
Corporate expense / other	29,862	
 	24,566	
 	54,428	
 	 	34,526	
 	20,382	
 	54,908	
 	25,881	
 	24,911	
 	105,700	
 	
Net interest expense	31,714	
 	32,157	
 	63,871	
 	 	32,037	
 	31,988	
 	64,025	
 	31,983	
 	31,249	
 	127,257	
 	
Earnings from continuing operations before provision for income taxes	127,624	
 	164,499	
 	292,123	
 	 	164,675	
 	221,141	
 	385,816	
 	245,304	
 	169,490	
 	800,610	
 	
Provision for income taxes	28,268	
 	46,209	
 	74,477	
 	 	47,485	
 	65,507	
 	112,992	
 	58,821	
 	32,916	
 	204,729	
 	
Earnings from continuing operations	99,356	
 	118,290	
 	217,646	
 	 	117,190	
 	155,634	
 	272,824	
 	186,483	
 	136,574	
 	595,881	
 	
Earnings (loss) from discontinued operations, net	—	
 	—	
 	—	
 	 	92,320	
 	176,762	
 	269,082	
 	(385	)	5,251	
 	273,948	
 	
Net earnings	$	99,356	
 	$	118,290	
 	$	217,646	
 	 	$	209,510	
 	$	332,396	
 	$	541,906	
 	$	186,098	
 	$	141,825	
 	$	869,829	

SEGMENT OPERATING MARGIN	 	 	 	 	 	 	 	 	
Energy	4.0	%	—	 %	2.1	%	 	12.2	%	11.2	%	11.7	%	13.4	%	9.7	%	11.7	%	
Engineered Systems	16.2	%	17.6	 %	16.9	%	 	15.4	%	16.3	%	15.8	%	17.8	%	14.9	%	16.1	%	
Fluids	11.5	%	13.3	 %	12.4	%	 	16.1	%	20.0	%	18.0	%	21.3	%	17.6	%	18.7	%	
Refrigeration & Food Equipment	10.5	%	14.7	 %	12.8	%	 	9.7	%	14.7	%	12.4	%	15.6	%	10.2	%	12.8	%	
Total Segment	11.7	%	13.1	 %	12.4	%	 	13.5	%	15.6	%	14.5	%	17.0	%	13.3	%	14.9	%	
 	 	 	 	 	 	 	 	 	 	 	
DEPRECIATION AND AMORTIZATION EXPENSE	 	 	 	 	 	 	 	 	
Energy	$	34,160	
 	$	33,289	
 	$	67,449	
 	 	$	34,427	
 	$	32,740	
 	$	67,167	
 	$	31,858	
 	$	42,754	
 	$	141,779	
 	
Engineered Systems	16,036	
 	16,075	
 	32,111	
 	 	14,526	
 	14,392	
 	28,918	
 	14,503	
 	16,493	
 	59,914	
 	
Fluids	20,511	
 	20,981	
 	41,492	
 	 	13,848	
 	13,648	
 	27,496	
 	13,367	
 	15,215	
 	56,078	
 	
Refrigeration & Food Equipment	16,728	
 	16,881	
 	33,609	
 	 	16,458	
 	16,406	
 	32,864	
 	16,609	
 	16,601	
 	66,074	
 	
Corporate	1,169	
 	868	
 	2,037	
 	 	923	
 	841	
 	1,764	
 	837	
 	643	
 	3,244	
 	
 	$	88,604	
 	$	88,094	
 	$	176,698	
 	 	$	80,182	
 	$	78,027	
 	$	158,209	
 	$	77,174	
 	$	91,706	
 	$	327,089	

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

 	2016	 	2015	
 	Q1	Q2	Q2 YTD	 	Q1	Q2	Q2 YTD	Q3	Q4	FY 2015	
BOOKINGS	 	 	 	 	 	 	 	 	 	 	
Energy	$	273,445	
 	$	246,021	
 	$	519,466	
 	 	$	416,628	
 	$	345,079	
 	$	761,707	
 	$	351,557	
 	$	315,996	
 	$	1,429,260	

Engineered Systems	 	 	 	 	 	 	 	 	 	 	
Printing & Identification	242,569	
 	266,490	
 	509,059	
 	 	235,617	
 	224,203	
 	459,820	
 	226,756	
 	250,639	
 	937,215	
 	
Industrials	329,957	
 	304,345	
 	634,302	
 	 	337,070	
 	336,173	
 	673,243	
 	338,744	
 	357,451	
 	1,369,438	
 	
 	572,526	
 	570,835	
 	1,143,361	
 	 	572,687	
 	560,376	
 	1,133,063	
 	565,500	
 	608,090	
 	2,306,653	

Fluids	418,345	
 	413,767	
 	832,112	
 	 	339,310	
 	333,695	
 	673,005	
 	357,032	
 	321,154	
 	1,351,191	

Refrigeration & Food Equipment	411,367	
 	468,661	
 	880,028	
 	 	419,659	
 	486,793	
 	906,452	
 	430,681	
 	379,967	
 	1,717,100	

Intra-segment eliminations	(90	)	(944	)	(1,034	)	 	(628	)	(417	)	(1,045	)	(385	)	(486	)	(1,916	)	
 	 	 	 	 	 	 	 	 	 	 	
Total consolidated bookings	$	1,675,593	
 	$	1,698,340	
 	$	3,373,933	
 	 	$	1,747,656	
 	$	1,725,526	
 	$	3,473,182	
 	$	1,704,385	
 	$	1,624,721	
 	$	6,802,288	

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

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

Fluids	286,457	
 	315,786	
 	 	 	259,504	
 	240,389	
 	 	236,608	
 	243,459	

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

Intra-segment eliminations	(36	)	(265	)	 	 	(595	)	(354	)	
 	(598	)	(808	)	 	
 	 	 	 	 	 	 	 	 	 	 	
Total consolidated backlog	$	1,072,752	
 	$	1,092,861	
 	 	 	$	1,192,802	
 	$	1,160,042	
 	 	$	1,036,766	
 	$	994,602	

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

Earnings Per Share	 	 	 	 	 	 	 	 	 	 	
 	2016	 	2015	
 	Q1	Q2	Q2 YTD	 	Q1	Q2	Q2 YTD	Q3	Q4	FY 2015	
Basic earnings (loss) per common share:	 	 	 	 	 	 	 	
Continuing operations	$	0.64	
 	$	0.76	
 	$	1.40	
 	 	$	0.72	
 	$	0.98	
 	$	1.70	
 	$	1.20	
 	$	0.88	
 	$	3.78	
 	
Discontinued operations	—	
 	—	
 	—	
 	 	0.57	
 	1.11	
 	1.68	
 	—	
 	0.03	
 	1.74	
 	
Net earnings	$	0.64	
 	0.76	
 	1.40	
 	 	$	1.30	
 	$	2.10	
 	$	3.38	
 	$	1.20	
 	$	0.92	
 	$	5.52	

Diluted earnings (loss) per common share:	 	 	 	 	 	 	 	
Continuing operations	$	0.64	
 	$	0.76	
 	$	1.39	
 	 	$	0.72	
 	$	0.97	
 	$	1.69	
 	$	1.19	
 	$	0.87	
 	$	3.74	
 	
Discontinued operations	—	
 	—	
 	—	
 	 	0.57	
 	1.10	
 	1.66	
 	—	
 	0.03	
 	1.72	
 	
Net earnings	$	0.64	
 	0.76	
 	1.39	
 	 	$	1.28	
 	$	2.07	
 	$	3.35	
 	$	1.19	
 	$	0.91	
 	$	5.46	

Net earnings (loss) and average shares used in calculated earnings (loss) per share amounts are as follows:	
 	 	 	 	 	 	 	 	 	 	 	
Net earnings (loss):	 	 	 	 	 	 	 	 	 	 	
Continuing operations	$	99,356	
 	$	118,290	
 	$	217,646	
 	 	$	117,190	
 	$	155,634	
 	$	272,824	
 	$	186,483	
 	$	136,574	
 	$	595,881	
 	
Discontinued operations	—	
 	—	
 	—	
 	 	92,320	
 	176,762	
 	269,082	
 	(385	)	5,251	
 	273,948	
 	
Net earnings	$	99,356	
 	118,290	
 	217,646	
 	 	$	209,510	
 	$	332,396	
 	$	541,906	
 	$	186,098	
 	$	141,825	
 	$	869,829	

Average shares outstanding:	 	 	 	 	 	 	 	
Basic	155,064	
 	155,180	
 	155,122	
 	 	161,650	
 	158,640	
 	160,137	
 	155,300	
 	154,986	
 	157,619	
 	
Diluted	156,161	
 	156,595	
 	156,414	
 	 	163,323	
 	160,398	
 	161,876	
 	156,560	
 	156,254	
 	159,172	

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted Earnings Per Share (Non-GAAP)	 	 	 	 	 	 	 	 	 	
Earnings from continuing operations are adjusted by gains (losses) from discrete and other tax items and gain on disposition of business to derive adjusted earnings from continuing operations and adjusted diluted earnings per common share as follows:	
 	 	 	 	 	 	 	 	 	 	 	
 	2016	 	2015	
 	Q1	Q2	Q2 YTD	 	Q1	Q2	Q2 YTD	Q3	Q4	FY 2015	
Adjusted earnings from continuing operations:	 	 	 	 	 	 	 	
Earnings from continuing operations	$	99,356	
 	$	118,290	
 	$	217,646	
 	 	$	117,190	
 	$	155,634	
 	$	272,824	
 	$	186,483	
 	$	136,574	
 	$	595,881	
 	
Gains (losses) from discrete and other tax items	7,348	
 	(1,221	)	6,127	
 	 	—	
 	—	
 	—	
 	8,131	
 	9,382	
 	17,513	
 	
Gain on disposition of business	11,228	
 	—	
 	11,228	
 	 	—	
 	—	
 	—	
 	—	
 	—	
 	—	
 	
Adjusted earnings from continuing operations	$	80,780	
 	$	119,511	
 	$	200,291	
 	 	$	117,190	
 	$	155,634	
 	$	272,824	
 	$	178,352	
 	$	127,192	
 	$	578,368	

Adjusted diluted earnings per common share:	 	 	 	 	 	 	 	
Earnings from continuing operations	$	0.64	
 	$	0.76	
 	$	1.39	
 	 	$	0.72	
 	$	0.97	
 	$	1.69	
 	$	1.19	
 	$	0.87	
 	$	3.74	
 	
Gains (losses) from discrete and other tax items	0.05	
 	(0.01	)	0.04	
 	 	—	
 	—	
 	—	
 	0.05	
 	0.06	
 	0.11	
 	
Gain on disposition of business	0.07	
 	—	
 	0.07	
 	 	—	
 	—	
 	—	
 	—	
 	—	
 	—	
 	
Adjusted earnings from continuing operations	$	0.52	
 	$	0.76	
 	$	1.28	
 	 	$	0.72	
 	$	0.97	
 	$	1.69	
 	$	1.14	
 	$	0.81	
 	$	3.63	

* Per share data may not add due to rounding.	 	 	 	 	 	 	 	

DOVER CORPORATION
ADDITIONAL INFORMATION
(unaudited)(in thousands)

Quarterly Cash Flow

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	2016	 	2015	
 	Q1	Q2	Q2 YTD	 	Q1	Q2	Q2 YTD	Q3	Q4	FY 2015	
Net Cash Flows Provided By (Used In):	 	 	 	 	 	 	 	 	 	 	
Operating activities	$	133,413	
 	$	207,868	
 	$	341,281	
 	 	$	131,332	
 	$	218,911	
 	$	350,243	
 	$	282,213	
 	$	316,603	
 	$	949,059	
 	
Investing activities	(425,857	)	(69,415	)	(495,272	)	 	156,585	
 	457,875	
 	614,460	
 	(33,454	)	(615,584	)	(34,578	)	
Financing activities	178,507	
 	(127,678	)	50,829	
 	 	(416,603	)	(608,329	)	(1,024,932	)	(86,033	)	19,079	
 	(1,091,886	)	

Quarterly Free Cash Flow (Non-GAAP)

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	2016	 	2015	
 	Q1	Q2	Q2 YTD	 	Q1	Q2	Q2 YTD	Q3	Q4	FY 2015	
Cash flow from operating activities	$	133,413	
 	$	207,868	
 	$	341,281	
 	 	$	131,332	
 	$	218,911	
 	$	350,243	
 	$	282,213	
 	$	316,603	
 	$	949,059	
 	
Less: Capital expenditures	(37,230	)	(35,422	)	(72,652	)	 	(27,956	)	(43,807	)	(71,763	)	(39,516	)	(42,972	)	(154,251	)	
Free cash flow	$	96,183	
 	$	172,446	
 	$	268,629	
 	 	$	103,376	
 	$	175,104	
 	$	278,480	
 	$	242,697	
 	$	273,631	
 	$	794,808	

Free cash flow as a percentage of earnings from continuing operations	96.8	%	145.8	%	123.4	%	 	88.2	%	112.5	%	102.1	%	130.1	%	200.4	%	133.4	%	
 	 	 	 	 	 	 	 	 	 	 	
Free cash flow as a percentage of revenue	5.9	%	10.2	%	8.1	%	 	6.0	%	10.0	%	8.0	%	13.6	%	16.1	%	11.4	%	

Revenue Growth Factors

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Three Months Ended June 30, 2016	
 	Energy	 	Engineered Systems	 	Fluids	 	Refrigeration & Food Equipment	 	Total	 	
Organic	(28	)%	 	2	 %	 	(8	)%	 	1	 %	 	(7	)%	 	
Acquisitions	—	 %	 	3	 %	 	24	 %	 	—	 %	 	6	 %	 	
Dispositions	—	 %	 	(4	)%	 	—	 %	 	(5	)%	 	(3	)%	 	
Currency translation	(1	)%	 	(1	)%	 	—	 %	 	—	 %	 	—	 %	 	
 	(29	)%	 	—	 %	 	16	 %	 	(4	)%	 	(4	)%	 	

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Six Months Ended June 30, 2016	
 	Energy	 	Engineered Systems	 	Fluids	 	Refrigeration & Food Equipment	 	Total	 	
Organic	(31	)%	 	2	 %	 	(6	)%	 	2	 %	 	(7	)%	 	
Acquisitions	—	 %	 	3	 %	 	23	 %	 	—	 %	 	6	 %	 	
Dispositions	—	 %	 	(4	)%	 	—	 %	 	(5	)%	 	(3	)%	 	
Currency translation	(1	)%	 	(2	)%	 	(1	)%	 	—	 %	 	(1	)%	 	
 	(32	)%	 	(1	)%	 	16	 %	 	(3	)%	 	(5	)%	 	

Non-GAAP Disclosures

In an effort to provide investors with additional information regarding our results as determined by GAAP, Management also discloses non-GAAP information that Management believes provides useful information to investors. Adjusted earnings from continuing operations, adjusted diluted earnings per common share, free cash flow and organic revenue growth are not financial measures under GAAP and should not be considered as a substitute for earnings from continuing operations, diluted earnings per common share, cash flows from operating activities, or revenue as determined in accordance with GAAP, and they may not be comparable to similarly titled measures reported by other companies.  Adjusted earnings from continuing operations represents earnings from continuing operations adjusted for gains or losses from discrete and other tax items and for gain on disposition of business. Adjusted diluted earnings per common share represents adjusted earnings from continuing operations divided by average diluted shares. Management believes this information is useful to investors to better understand the company’s ongoing profitability and facilitates easier comparisons of the company’s profitability to prior and future periods and to its peers. 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, provides a useful comparison of our revenue performance and trends between periods.

Earnings Conference Call Second Quarter 2016     July 21, 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 2015, for a list of factors that could cause our results to differ from those anticipated in any such forward-looking statements.  We would also direct your attention to our website, 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 second quarter, which are available on our website. 2 

 

3 $0.00 $0.25 $0.50 $0.75 $1.00 $1.25 Q1 Q2 Q3* Q4* Q1* Q2 Earnings per share Adj. EPS* Q2 2016 Performance Earnings Per Share (continuing operations) Q2 Q2/Q2 * Excludes discrete tax benefits of $0.05 in Q3 2015, $0.06 in Q4 2015, $0.05 in Q1 2016, a $0.01 discrete tax expense in Q2 2016, and $0.07 gain on a disposition in Q1 2016 (d) See Press Release for free cash flow reconciliation 3 Quarterly Comments 2015 2016  Revenue growth from acquisitions and solid markets in Engineered Systems and Refrigeration & Food Equipment, offset by the impact of weak oil & gas markets and dispositions  US activity remains solid, excluding oil & gas markets. Asian and European activity remained soft  Segment margin impacted by lower volume, acquisition-related costs, deal costs and one-time items, partially offset by productivity and the net benefits of prior period restructuring  Bookings decline largely driven by oil & gas exposure and dispositions, partially offset by impact of acquisitions  Book-to-bill of 1.01 Note: EPS and Adj. EPS include restructuring costs of $0.10 in Q1 2015, $0.01 in Q2 2015, $0.05 in Q3 2015, $0.08 in Q4 2015, $0.07 in Q1 2016, and $0.04 in Q2 2016 Revenue $1.7B -4% $3.3B -5% EPS (cont.) $0.76 -22% $1.39 -18% Adj. EPS (cont.) $0.76 -22% $1.28 -24% Bookings $1.7B -2% $3.4B -3% Seg. Margin 13.1% -250 bps 12.4% -210 bps Adj. Seg. Margin (a) 13.7% -210 bps 13.1% -220 bps Organic Rev. (b) -7% -7% Net Acq. Growth (c) 3% 3% Cash flow from Ops $208M -5% $341M -3% FCF (d) $172M -2% $269M -4% (a) Adjusted for $9.2 million of restructuring in Q2 2016, $14.4M in Q1 2016, $3.1M in Q2 2015 and $24.1M in Q1 2015 6M 6M/6M (b) Change in revenue from businesses owned over 12 months, excluding FX impact (c) Change in revenue from acquisitions, less revenue from dispositions 

 

4 Revenue  Q2 2016  Energy Engineered Systems  Fluids Refrigeration & Food Equip Total Dover Organic -28% 2% -8% 1% -7% Acquisitions - 3% 24% - 6% Dispositions - -4% - -5% -3% Currency -1% -1% - - - Total -29% - 16% -4% -4%  6M 2016  Energy Engineered Systems  Fluids Refrigeration & Food Equip Total Dover Organic -31% 2% -6% 2% -7% Acquisitions - 3% 23% - 6% Dispositions - -4% - -5% -3% Currency -1% -1% -1% - -1% Total -32% - 16% -3% -5% 

 

5 Energy  Revenue decrease driven by declines in oil & gas market fundamentals  Q2 2016 expected to be low point in Energy performance  Market macro stabilization – NA rig count steadied in Q2 – Oil prices remained in $45 - $50 range  Adjusted margin of 5.0% reflects volume and price declines  Bookings decline of 29% reflects weak market conditions  Book-to-bill at 0.95 5 $ in millions * Q2 2016 earnings adjusted for $5M related to temporary plant closure, $2M other one-time costs and $6M restructuring, Q2 2015 adjusted for $3M in restructuring costs Q2 2016 Q2 2015 % Change % Organic Revenue $259 $366 -29% -28% Earnings - $ 41 NM Margin - 11.2% -1120 bps Adj. Earnings* $ 13 $ 44 -66% Adj. Margin* 5.0% 12.0% -700 bps Bookings $246 $345 -29% -28%  Revenue by End-Market % of Q2 Revenue Y / Y Growth Organic Growth Drilling & Production 63% -34% -32% Bearings & Compression 27% -14% -12% Automation 10% -34% -34% 

 

6 Engineered Systems  Organic revenue growth of 2% – 9% organic growth in P & I driven by strong marking & coding and digital textile printing equipment markets – Industrial’s organic decline of 2% primarily driven by activity deferrals and tough comps in Environmental Solutions  Margin of 17.6% reflects the benefits of productivity, leverage on organic volume and favorable product mix  Bookings reflects organic and acquisition growth, partially offset by dispositions and FX  Book-to-bill of 0.96  6 Q2 2016 Q2 2015 % Change % Organic Revenue(a) $592 $593 Flat 2% Earnings $104 $ 97 8% Margin 17.6% 16.3% 130 bps Bookings(b) $571 $560 2% 4%  Revenue by End-Market % of Q2 Revenue Y / Y Growth Organic Growth Printing & Identification 45% 15% 9% Industrial 55% -10% -2% $ in millions (a) Revenue was flat overall, reflecting organic growth of 2% and acquisition growth of 3%, offset by a 4% impact from dispositions and a 1% unfavorable impact from FX (b) Bookings growth of 2% reflects organic growth of 4% and acquisition growth of 3%, partially offset by a 4% impact from dispositions and a 1% unfavorable impact from FX 

 

7 Fluids  Revenue growth driven by acquisitions and hygienic & pharma markets – Organic revenue decline driven by  Direct oil & gas exposure  Lower capital spending from integrated energy customers  Project timing  Margin impacted by lower organic volume, acquisitions, restructuring costs and deal costs  Bookings growth driven by acquisitions  Book-to-bill at 1.02  7 $ in millions Q2 2016 Q2 2015 % Change % Organic Revenue $406 $352 16% -8% Earnings $ 54 $ 70 -23% Margin 13.3% 20.0% -670 bps Adj. Earnings* $ 61 $ 70 -13% Adj. Margin* 15.0% 20.0% -500 bps Bookings $414 $334 24% -1%  Revenue by End-Market % of Q2 Revenue Y / Y Growth Organic Growth Pumps 39% 2% -17% Fluid Transfer 61% 26% -2% * Q2 2016 earnings adjusted for $4M related to deal costs and $3M restructuring 

 

8 Refrigeration & Food Equipment  Organic revenue growth of 1% offset by dispositions and FX – Retail refrigeration wins driving organic growth – Can shaping and commercial foodservice businesses are solid, food processing business is soft  Margin performance reflects product mix  Organic bookings growth of 4% driven by retail refrigeration, partially offset by dispositions and FX  Book-to-bill at 1.09  8 $ in millions Q2 2016 Q2 2015 % Change % Organic Revenue(a) $429 $448 -4% 1% Earnings $ 63 $ 66 -4% Margin 14.7% 14.7% Flat Bookings(b) $469 $487 -4% 4%  Revenue by End-Market % of Q2 Revenue Y / Y Growth Organic Growth Refrigeration 77% -5% 2% Food Equipment 23% -3% -3% (a) Revenue decline of 4% reflects organic growth of 1%, offset by a 5% impact from dispositions (b) Bookings decline of 4% reflects organic growth of 4%, offset by a 7% impact from dispositions and a 1% unfavorable impact from acquisitions 

 

9 Q2 2016 Overview 9 Q2 2016 Net Interest Expense $32 million, in-line with forecast  Corporate Expense $25 million, in-line with forecast Effective Tax Rate (ETR) Q2 rate was 28.1%. Excluding discrete tax costs, tax rate was 27.3%, slightly lower than expected Capex $35 million, generally in-line with forecast Share Repurchases No activity 

 

10 FY 2016 Guidance   Revenue – Organic revenue: (8% - 6%) – Acquisitions: ≈ 7% – Dispositions: (≈ 3%) – FX impact: (≈ 1%) – Total revenue: (5% - 3%)   Corporate expense: ≈ $108 million   Interest expense: ≈ $128 million   Full-year tax rate: ≈ 27.5% - 28%   Capital expenditures: ≈ 2.3% of revenue   FY free cash flow: ≈ 11% of revenue 2016 organic growth rate Energy (30% - 27%) Engineered Systems 1% - 3% Fluids (5% - 4%) Refrigeration & Food Equipment 2% - 3% Total organic (8% - 6%) Acquisitions ≈ 7% Dispositions (≈ 3%) FX Impact (≈ 1%) Total revenue (5% - 3%) 

 

11 2016F EPS Guidance – Bridge  2015 EPS – Continuing Ops (GAAP) $ 3.74 – Less 2015 tax items(1): (0.11)  2015 Adjusted EPS $ 3.63  – Net restructuring(2): ≈ 0.07 – Performance including restructuring benefits(3): (0.37 - 0.31) – Compensation & investment: (0.20 - 0.17) – Net acquisitions(4): ≈ 0.12 – Shares(5): ≈ 0.08 – Interest / Corp. / Tax rate / Other (net): (0.02 - 0.01) – 2016 tax items(6): ≈ 0.04   2016F EPS – Continuing Ops $3.35 - $3.45 (1) Includes discrete tax benefits of $0.05 in Q3 2015 and $0.06 in Q4 2015 (4) Reflects operating earnings of acquisitions completed less dispositions completed, as well as the associated gain on disposition (5) Based on carryover benefit from 2015 share repurchase activity (2) Includes restructuring costs of $0.25 in FY 2015 and approximately $0.18 in FY 2016 (3) Includes restructuring benefits of $0.44 - $0.48, $0.02 of Q2 2016 deal costs, $0.04 of Q2 2016 one-time costs, and $0.03 of deal costs anticipated in Q3 2016 (6) Includes discrete tax benefits of $0.05 in Q1 2016 and a discrete tax cost of $0.01 in Q2 2016