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April 21, 2016 7:00 AM EDT


 
 
 
 
 

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
 

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

 

 

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