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 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 April 21, 2016, Dover Corporation (i) issued the Press Release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended March 31, 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 March 31, 2016.
 
The information in this Current Report on Form 8-K, including exhibits, is being furnished to the Securities and Exchange Commission (the “SEC”) and shall not be deemed to be incorporated by reference into any of Dover’s filings with the SEC under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this report:
 
99.1 Dover Corporation Press Release dated April 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:	April 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 April 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 FIRST QUARTER 2016 RESULTS AND UPDATES FULL YEAR GUIDANCE
 	 	
•	Reports quarterly revenue of $1.6 billion, a decrease of 5% from the prior year	
 	 	
•	Delivers quarterly diluted earnings per share from continuing operations of $0.64, including $0.05 of discrete tax benefits and a $0.07 gain on a disposition	
 	 	
•	Updates full year 2016 diluted earnings per share from continuing operations to now be in the range of $3.51 to $3.66, including discrete tax benefits and the gain on a disposition, and also including restructuring costs of $0.18	

Downers Grove, Illinois, April 21, 2016 — Dover (NYSE: DOV) announced today that for the first quarter ended March 31, 2016, revenue was $1.6 billion, a decrease of 5% from the prior year. Organic revenue declined 7% and foreign exchange had an unfavorable impact of 1%. Acquisition revenue, net of dispositions, provided 3% growth in the quarter. Earnings from continuing operations were $99.4 million, a decrease of 15% as compared to $117.2 million for the prior year period. Diluted earnings per share from continuing operations ("EPS") for the first quarter ended March 31, 2016 were $0.64, compared to $0.72 EPS in the prior year period, representing a decrease of 11%. EPS from continuing operations for the first quarter of 2016 included discrete tax benefits of $0.05 and a gain on a disposition of $0.07. Excluding these items, adjusted EPS from continuing operations for the first quarter of 2016 was $0.52, a decrease of 28% over a comparative EPS of $0.72 in the prior year period. EPS for the first quarter ended March 31, 2016 and 2015 includes restructuring costs of $0.07 EPS and $0.10 EPS, respectively.

Robert A. Livingston, Dover's President and Chief Executive Officer, said, “Our first quarter results were well below our initial expectations, driven by significant further reductions in activity and capital spending within our US oil & gas related end-markets. These conditions primarily impacted our Energy results, and to a lesser extent our Fluids results. The markets served by Engineered Systems and Refrigeration & Food Equipment remained solid, resulting in organic growth of 3% in each segment.

“In response to these historically weak oil & gas markets, we have lowered our full year revenue growth expectations for our Energy and Fluids segments, resulting in reduced EPS guidance for the full year. We have also increased our restructuring activities, and expect full year restructuring costs to be approximately $40 million, an increase of $20 million over our prior forecast. Substantially all of these actions and costs will occur by the end of the second quarter.

“In all, we expect full year revenue to decline 2% to 5%, a three point reduction from our previous forecast. Within this forecast, organic revenue is anticipated to decline 5% to 8%, four points below our prior expectations. Acquisition revenue, net of dispositions, is unchanged and will provide approximately 4% growth, while FX has been reduced a point and is now expected to be a 1%

headwind. In total, full year EPS is expected to be in the range of $3.51 to $3.66, as compared to the prior forecast of $3.85 to $4.05. This updated range includes approximately $0.18 of restructuring charges, and also includes $0.05 of discrete tax benefits and a $0.07 gain on a disposition.”

Net earnings for the first quarter ended March 31, 2016, were $99.4 million, or $0.64 EPS, compared to net earnings of $209.5 million, or $1.28 EPS, for the same period of 2015, which included earnings from discontinued operations of $92.3 million, or $0.57 EPS.

Dover will host a webcast of its first quarter 2016 conference call at 10:00 A.M. Eastern Time (9:00 A.M. Central Time) on Thursday, April 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 first 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 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 - FIRST QUARTER 2016

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

 	Three Months Ended March 31,	
 	2016	 	2015	
Revenue	$	1,622,273	
 	 	$	1,715,501	
 	
Cost of goods and services	1,033,009	
 	 	1,088,342	
 	
Gross profit	589,264	
 	 	627,159	
 	
Selling and administrative expenses	443,448	
 	 	434,634	
 	
Operating earnings	145,816	
 	 	192,525	
 	
Interest expense, net	31,714	
 	 	32,037	
 	
Other income, net	(13,522	)	 	(4,187	)	
Earnings before provision for income taxes and discontinued operations	127,624	
 	 	164,675	
 	
Provision for income taxes	28,268	
 	 	47,485	
 	
Earnings from continuing operations	99,356	
 	 	117,190	
 	
Earnings from discontinued operations, net	—	
 	 	92,320	
 	
Net earnings	$	99,356	
 	 	$	209,510	

Basic earnings per common share:	 	 	 	
Earnings from continuing operations	$	0.64	
 	 	$	0.72	
 	
Earnings from discontinued operations, net	—	
 	 	0.57	
 	
Net earnings	0.64	
 	 	1.30	

Weighted average shares outstanding	155,064	 	161,650	
 	 	 	 	
Diluted earnings per common share:	 	 	 	
Earnings from continuing operations	$	0.64	
 	 	$	0.72	
 	
Earnings from discontinued operations, net	—	
 	 	0.57	
 	
Net earnings	0.64	
 	 	1.28	

Weighted average shares outstanding	156,161	 	163,323	
 	 	 	 	
Dividends paid per common share	$	0.42	
 	 	$	0.40	

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

 	2016	 	2015	
 	Q1	 	Q1	Q2	Q3	Q4	FY 2015	
REVENUE	 	 	 	 	 	 	 	
Energy	$	283,230	
 	 	$	430,423	
 	$	366,044	
 	$	363,872	
 	$	323,341	
 	$	1,483,680	

Engineered Systems	 	 	 	 	 	 	 	
Printing & Identification	239,681	
 	 	230,181	
 	229,934	
 	227,992	
 	255,563	
 	943,670	
 	
Industrials	337,314	
 	 	343,015	
 	363,157	
 	351,404	
 	341,667	
 	1,399,243	
 	
 	576,995	
 	 	573,196	
 	593,091	
 	579,396	
 	597,230	
 	2,342,913	

Fluids	399,062	
 	 	340,236	
 	351,511	
 	352,018	
 	355,508	
 	1,399,273	

Refrigeration & Food Equipment	363,252	
 	 	372,097	
 	448,115	
 	492,460	
 	418,758	
 	1,731,430	

Intra-segment eliminations	(266	)	 	(451	)	(133	)	(164	)	(237	)	(985	)	
Total consolidated revenue	$	1,622,273	
 	 	$	1,715,501	
 	$	1,758,628	
 	$	1,787,582	
 	$	1,694,600	
 	$	6,956,311	

NET EARNINGS	 	 	 	 	 	 	 	
Segment Earnings:	 	 	 	 	 	 	 	
Energy	$	11,244	
 	 	$	52,305	
 	$	40,909	
 	$	48,726	
 	$	31,250	
 	$	173,190	
 	
Engineered Systems	93,748	
 	 	88,149	
 	96,702	
 	102,866	
 	89,244	
 	376,961	
 	
Fluids	46,047	
 	 	54,634	
 	70,168	
 	74,911	
 	62,404	
 	262,117	
 	
Refrigeration & Food Equipment	38,161	
 	 	36,150	
 	65,732	
 	76,665	
 	42,752	
 	221,299	
 	
Total Segments	189,200	
 	 	231,238	
 	273,511	
 	303,168	
 	225,650	
 	1,033,567	
 	
Corporate expense / other	29,862	
 	 	34,526	
 	20,382	
 	25,881	
 	24,911	
 	105,700	
 	
Net interest expense	31,714	
 	 	32,037	
 	31,988	
 	31,983	
 	31,249	
 	127,257	
 	
Earnings from continuing operations before provision for income taxes	127,624	
 	 	164,675	
 	221,141	
 	245,304	
 	169,490	
 	800,610	
 	
Provision for income taxes	28,268	
 	 	47,485	
 	65,507	
 	58,821	
 	32,916	
 	204,729	
 	
Earnings from continuing operations	99,356	
 	 	117,190	
 	155,634	
 	186,483	
 	136,574	
 	595,881	
 	
Earnings (loss) from discontinued operations, net	—	
 	 	92,320	
 	176,762	
 	(385	)	5,251	
 	273,948	
 	
Net earnings	$	99,356	
 	 	$	209,510	
 	$	332,396	
 	$	186,098	
 	$	141,825	
 	$	869,829	

SEGMENT OPERATING MARGIN	 	 	 	 	 	 	
Energy	4.0	%	 	12.2	%	11.2	%	13.4	%	9.7	%	11.7	%	
Engineered Systems	16.2	%	 	15.4	%	16.3	%	17.8	%	14.9	%	16.1	%	
Fluids	11.5	%	 	16.1	%	20.0	%	21.3	%	17.6	%	18.7	%	
Refrigeration & Food Equipment	10.5	%	 	9.7	%	14.7	%	15.6	%	10.2	%	12.8	%	
Total Segment	11.7	%	 	13.5	%	15.6	%	17.0	%	13.3	%	14.9	%	
 	 	 	 	 	 	 	 	
DEPRECIATION AND AMORTIZATION EXPENSE	 	 	 	 	 	 	
Energy	$	34,160	
 	 	$	34,427	
 	$	32,740	
 	$	31,858	
 	$	42,754	
 	$	141,779	
 	
Engineered Systems	16,036	
 	 	14,526	
 	14,392	
 	14,503	
 	16,493	
 	59,914	
 	
Fluids	20,511	
 	 	13,848	
 	13,648	
 	13,367	
 	15,215	
 	56,078	
 	
Refrigeration & Food Equipment	16,728	
 	 	16,458	
 	16,406	
 	16,609	
 	16,601	
 	66,074	
 	
Corporate	1,169	
 	 	923	
 	841	
 	837	
 	643	
 	3,244	
 	
 	$	88,604	
 	 	$	80,182	
 	$	78,027	
 	$	77,174	
 	$	91,706	
 	$	327,089	

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

 	2016	 	2015	
 	Q1	 	Q1	Q2	Q3	Q4	FY 2015	
BOOKINGS	 	 	 	 	 	 	 	
Energy	$	273,445	
 	 	$	416,628	
 	$	345,079	
 	$	351,557	
 	$	315,996	
 	$	1,429,260	

Engineered Systems	 	 	 	 	 	 	 	
Printing & Identification	242,569	
 	 	235,617	
 	224,203	
 	226,756	
 	250,639	
 	937,215	
 	
Industrials	329,957	
 	 	337,070	
 	336,173	
 	338,744	
 	357,451	
 	1,369,438	
 	
 	572,526	
 	 	572,687	
 	560,376	
 	565,500	
 	608,090	
 	2,306,653	

Fluids	418,345	
 	 	339,310	
 	333,695	
 	357,032	
 	321,154	
 	1,351,191	

Refrigeration & Food Equipment	411,367	
 	 	419,659	
 	486,793	
 	430,681	
 	379,967	
 	1,717,100	

Intra-segment eliminations	(90	)	 	(628	)	(417	)	(385	)	(486	)	(1,916	)	
 	 	 	 	 	 	 	 	
Total consolidated bookings	$	1,675,593	
 	 	$	1,747,656	
 	$	1,725,526	
 	$	1,704,385	
 	$	1,624,721	
 	$	6,802,288	

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

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

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

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

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

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

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

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

Adjusted diluted earnings per common share (calculated below):	
Continuing operations	$	0.52	
 	 	$	0.72	
 	$	0.97	
 	$	1.14	
 	$	0.81	
 	$	3.63	

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

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

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
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:	
 	 	 	 	 	 	 	 	
 	2016	 	2015	
 	Q1	 	Q1	Q2	Q3	Q4	FY 2015	
Adjusted earnings from continuing operations:	 	 	 	 	 	 	
Earnings from continuing operations	$	99,356	
 	 	$	117,190	
 	$	155,634	
 	$	186,483	
 	$	136,574	
 	$	595,881	
 	
Gains from discrete and other tax items	7,348	
 	 	—	
 	—	
 	8,131	
 	9,382	
 	17,513	
 	
Gain on disposition of business	11,228	
 	 	—	
 	—	
 	—	
 	—	
 	—	
 	
Adjusted earnings from continuing operations	$	80,780	
 	 	$	117,190	
 	$	155,634	
 	$	178,352	
 	$	127,192	
 	$	578,368	

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

* Per share data may not add due to rounding.	 	 	 	 	 	 	

DOVER CORPORATION
ADDITIONAL INFORMATION
(unaudited)(in thousands)

Quarterly Free Cash Flow

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	2016	 	2015	
 	Q1	 	Q1	Q2	Q3	Q4	FY 2015	
Cash flow from operating activities	$	133,413	
 	 	$	131,332	
 	$	218,911	
 	$	282,213	
 	$	316,603	
 	$	949,059	
 	
Less: Additions to property, plant and equipment	(37,230	)	 	(27,956	)	(43,807	)	(39,516	)	(42,972	)	(154,251	)	
Free cash flow	$	96,183	
 	 	$	103,376	
 	$	175,104	
 	$	242,697	
 	$	273,631	
 	$	794,808	

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

Revenue Growth Factors

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Three Months Ended March 31, 2016	
 	Energy	 	Engineered Systems	 	Fluids	 	Refrigeration & Food Equipment	 	Total	 	
Organic	(33	)%	 	3	 %	 	(3	)%	 	3	 %	 	(7	)%	 	
Acquisitions	—	 %	 	3	 %	 	22	 %	 	—	 %	 	6	 %	 	
Dispositions	—	 %	 	(3	)%	 	—	 %	 	(5	)%	 	(3	)%	 	
Currency translation	(1	)%	 	(2	)%	 	(2	)%	 	(1	)%	 	(1	)%	 	
 	(34	)%	 	1	 %	 	17	 %	 	(3	)%	 	(5	)%	 	

Non-GAAP Disclosures

This release and investor supplement 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 organic revenue growth. Management believes these metrics are important measures of the company's 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.  We believe that reporting organic revenue and organic revenue growth, which exclude the impact of foreign currency exchange rates and the impact of acquisitions and divestitures, provides a useful comparison of our revenue performance and trends between periods.

Earnings Conference Call First Quarter 2016 April 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 first quarter, which are available on our website. 2

 

3 $0.00 $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 Q1 Q2 Q3* Q4* Q1* Q1 2016 Performance Adjusted Earnings Per Share* (continuing operations) Q1 Q1/Q1 * Excludes discrete tax benefits of $0.05 in Q3 2015, $0.06 in Q4 2015 and $0.05 in Q1 2016, and $0.07 gain on a disposition in Q1 2016 (b) 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 improved, excluding oil & gas markets. Asian and European activity softened on reduced capital 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 dispositions, partially offset by impact of acquisitions  Book-to-bill of 1.03 Note: Includes restructuring costs of $0.10 in Q1 2015, $0.01 in Q2 2015, $0.05 in Q3 2015, $0.08 in Q4 2015 and $0.07 in Q1 2016 Revenue $1.6B -5% Adj. EPS (cont.) $0.52 -28% Bookings $1.7B -4% Seg. Margin 11.7% -180 bps Adj. Seg. Margin (a) 12.5% -230 bps Organic Rev. -7% Net Acq. Growth 3% FCF (b) $96M -7% (a) Adjusted for $14.4 million of restructuring in Q1 2016 and $24.1 million in Q1 2015

 

4 Revenue Q1 2016 Energy Engineered Systems Fluids Refrigeration & Food Equip Total Dover Organic -33% 3% -3% 3% -7% Acquisitions - 3% 22% - 6% Dispositions - -3% - -5% -3% Currency -1% -2% -2% -1% -1% Total -34% 1% 17% -3% -5% * Acquisition revenue less disposition revenue

 

5 Energy  Revenue decrease driven by declines in oil & gas market fundamentals – US rig count at record lows – Reduced capex spending  Adjusted margin of 6.0% reflects volume and price declines  Bookings decline of 34% reflects weak market conditions  Book-to-bill at 0.97 5 $ in millions * Q1 2016 and Q1 2015 earnings adjusted for $6M and $18M in restructuring costs, respectively Q1 2016 Q1 2015 % Change % Organic Revenue $283 $430 -34% -33% Earnings $ 11 $ 52 -79% Margin 4.0% 12.2% -820 bps Adj. Earnings* $ 17 $ 70 -76% Adj. Margin* 6.0% 16.3% -1030 bps Bookings $273 $417 -34% -33% Revenue by End-Market % of Q1 Revenue Y / Y Growth Organic Growth Drilling & Production 67% -37% -36% Bearings & Compression 23% -17% -16% Automation 10% -43% -43%

 

6 Engineered Systems  Organic revenue growth of 3% – 1% organic growth in P & I driven by solid NA marking and coding markets, partially offset by timing of shipments in digital printing – Industrial’s organic growth of 4% was broad-based  Adjusted margin of 16.6% reflects the benefits of productivity and leverage on organic volume – Gain from disposition offset by costs associated with factory consolidation and other one-time items  Bookings reflects organic and acquisition growth offset by dispositions and FX  Book-to-bill of 0.99 6 Q1 2016 Q1 2015 % Change % Organic Revenue $577 $573 1% 3% Earnings $ 94 $ 88 6% Margin 16.2% 15.4% 80 bps Adj. Earnings* $ 96 $ 92 4% Adj. Margin* 16.6% 16.1% 50 bps Bookings $573 $573 Flat 4% Revenue by End-Market % of Q1 Revenue Y / Y Growth Organic Growth Printing & Identification 42% 4% 1% Industrial 58% -2% 4% $ in millions * Q1 2016 and Q1 2015 earnings adjusted for $2M and $4M in restructuring costs, respectively

 

7 Fluids  Revenue growth driven by acquisitions and solid industrial, hygienic and pharma markets, partially offset by – Direct oil & gas exposure – Lower capital spending from integrated energy customers – Project timing  Margin significantly impacted by acquisitions and restructuring costs  Bookings growth primarily driven by acquisitions  Book-to-bill at 1.05 7 $ in millions * Q1 2016 and Q1 2015 earnings adjusted for $5M and $2M in restructuring costs, respectively Q1 2016 Q1 2015 % Change % Organic Revenue $399 $340 17% -3% Earnings $ 46 $ 55 -16% Margin 11.5% 16.1% -460 bps Adj. Earnings* $ 51 $ 57 -11% Adj. Margin* 12.8% 16.7% -390 bps Bookings $418 $339 23% Flat Revenue by End-Market % of Q1 Revenue Y / Y Growth Organic Growth Pumps 40% 11% -5% Fluid Transfer 60% 22% -2%

 

8 Refrigeration & Food Equipment  Organic revenue growth of 3% offset by dispositions and FX – Retail refrigeration wins driving organic growth – Glass door and can shaping businesses are solid  Margin improvement reflects the benefits of productivity and leverage on organic revenue growth  Organic bookings growth of 5% driven by retail refrigeration, offset by dispositions and FX  Book-to-bill at 1.13 8 $ in millions Q1 2016 Q1 2015 % Change % Organic Revenue $363 $372 -2% 3% Earnings $ 38 $ 36 6% Adj. Earnings* $ 39 $ 36 8% Adj. Margin* 10.7% 9.7% 100 bps Margin 10.5% 9.7% 80 bps Bookings $411 $420 -2% 5% Revenue by End-Market % of Q1 Revenue Y / Y Growth Organic Growth Refrigeration 77% -4% 3% Food Equipment 23% 3% 3% * Q1 2016 earnings adjusted for $1M in restructuring costs

 

9 Q1 2016 Overview 9 Q1 2016 Net Interest Expense $32 million, in-line with forecast Corporate Expense $30 million, in-line with forecast Effective Tax Rate (ETR) Q4 rate was 27.9%, excluding discrete tax benefits of $0.05 cents. Rate essentially in-line with forecast Capex $37 million, generally in-line with expectations Share Repurchases No activity

 

10 FY 2016 Guidance  Revenue – Organic revenue: (8% - 5%) – Net acquisitions(1) : ≈ 4% – FX impact: (1%) – Total revenue: (5% - 2%)  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 organic growth rate Energy (30% - 27%) Engineered Systems 1% - 3% Fluids (5% - 2%) Refrigeration & Food Equipment 2% - 4% Total organic (8% - 5%) Net Acquisitions ≈ 4%(1) FX Impact (1%) Total revenue (5% - 2%) (1) Reflects completed acquisition revenue of 7% less disposition revenue of 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): (0.17 - 0.09) – Compensation & investment: (0.22 - 0.19) – Net acquisitions(4): 0.16 - 0.17 – Shares(5): ≈ 0.08 – Interest / Corp. / Tax rate / Other (net): (0.09 - 0.06) – 2016 tax items(6): ≈ 0.05  2016F EPS – Continuing Ops $3.51 - $3.66 (1) $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 (6) Discrete tax benefits of $0.05 in Q1 2016