8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

FORM 8-K

________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2018

________________________________

DOVER CORPORATION

(Exact name of registrant as specified in its charter)

________________________________

State of Delaware	1-4018	53-0257888
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
3005 Highland Parkway
Downers Grove, Illinois		60515
(Address of principal executive offices)		(Zip Code)

(630) 541-1540

(Registrant’s telephone number, including area code)

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On January 30, 2018, Dover Corporation (i) issued the Press Release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter and year ended December 31, 2017; and (ii) posted on its website at

http://www.dovercorporation.com the presentation slides attached hereto as Exhibit 99.2 for the quarter and year ended December 31, 2017.

The information in this Current Report on Form 8-K, including exhibits, is being furnished to the Securities and Exchange Commission (the “SEC”) and shall not be deemed to be incorporated by reference into any of Dover’s filings with the SEC under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this report:

99.1 Press Release dated January 30, 2018.

99.2 Presentation Slides.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	January 30, 2018	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 dated January 30, 2018.
99.2	Presentation Slides.

EX-99.1

Exhibit 99.1

Investor Contact:	Media Contact:
Paul Goldberg	Adrian Sakowicz
Vice President - Investor Relations	Vice President - Communications
(630) 743-5180	(630) 743-5039
peg@dovercorp.com	asakowicz@dovercorp.com

DOVER REPORTS FOURTH QUARTER AND FULL YEAR2017 RESULTS AND PROVIDES 2018 GUIDANCE

• Reports quarterly revenue of $2.0 billion, an increase of 13% from the prior year

• Delivers quarterly diluted net earnings per share of $1.88, up 83% over the prior year

• Generates quarterly adjusted diluted net earnings per share of $1.13, excluding items such as the net benefits from the Tax Cuts and Jobs Act and a disposition, as well as fourth quarter costs associated with rightsizing initiatives and the Wellsite separation

• Provides 2018 guidance, reflecting 5% to 7% organic revenue growth and continued margin expansion

DOWNERS GROVE, Ill., January 30, 2018 — Dover (NYSE: DOV), a diversified global manufacturer, announced its financial results for the fourth quarter and full year ended December 31, 2017.

Fourth Quarter and Full Year 2017 Financial Results:

For the fourth quarter ended December 31, 2017, Dover's revenue was $2.0 billion, an increase of 13% from the prior year. The increase in the quarter was driven by organic growth of 8%, acquisition growth of 6% and a favorable impact from foreign exchange ("FX") of 2%, partially offset by a 3% impact from dispositions. Net earnings were $296.4 million, an increase of 84% as compared to $161.2 million for the prior year period. Diluted net earnings per share ("EPS") for the fourth quarter ended December 31, 2017, were $1.88, compared to $1.03 EPS in the prior year period, representing an increase of 83%.

For the fourth quarter ended December 31, 2017, EPS included a $0.32 net benefit from the Tax Cuts and Jobs Act, a $0.70 net benefit from a disposition and a $0.03 benefit from a reduction to a previously recorded product recall reserve. Fourth quarter 2017 EPS also included rightsizing and other costs of $0.25 and Wellsite separation related costs of $0.05. Excluding these aforementioned benefits and costs, adjusted EPS for the fourth quarter ended December 31, 2017, was $1.13, an increase of 49% over an adjusted EPS of $0.76 in the prior year period.

For the year ended December 31, 2017, Dover's revenue was $7.8 billion, an increase of 15% from the prior year. This increase includes organic growth of 8%, acquisition growth of 10%, partially offset by a 3% impact from dispositions. The impact of FX was negligible. Net earnings were $811.7 million, an increase of 59% as compared to $508.9 million for the prior year period. EPS for the year ended December 31, 2017, was $5.15, compared to $3.25 EPS in the prior year period, representing an increase of 58%.

For the year ended December 31, 2017, EPS included a $0.32 net benefit from the Tax Cuts and Jobs Act, a $1.07 net benefit from dispositions and a $0.03 benefit from a reduction to a previously recorded product recall reserve. Full year 2017 EPS also included rightsizing and other costs of $0.25 and Wellsite separation related costs of $0.06. Excluding these aforementioned benefits and costs, adjusted EPS for the year ended December 31, 2017, was $4.03, an increase of 39% over a comparably adjusted EPS of $2.90 for full year 2016.

A full reconciliation between GAAP and adjusted measures is included as an exhibit herein.

Impact of the Tax Cuts and Jobs Act:

In the fourth quarter ended December 31, 2017, Dover recorded a net benefit of $50.9 million, or $0.32 EPS relating to the enactment of the Tax Cuts and Jobs Act. This benefit was primarily derived from the revaluation of deferred tax liabilities, offset in part, by the recognition of a U.S. tax charge for the deemed repatriation of foreign earnings. On a go-forward basis, Dover anticipates its effective tax rate will be 22% to 23%, 4 to 5 points lower than its prior effective rate, principally as a result of the Tax Cuts and Jobs Act.

2018 Guidance:

Beginning in 2018, Dover will provide adjusted EPS guidance and results that will exclude after-tax acquisition-related amortization. The Company believes reporting adjusted EPS on this basis better reflects its core operating results, offers more transparency and facilitates easier comparability with peer companies.

A full reconciliation between forecasted GAAP and forecasted adjusted measures, reflecting adjustments for aforementioned acquisition-related amortization as well as carryover rightsizing costs, is included as an exhibit herein.

In 2018, Dover expects to generate adjusted diluted earnings per share in the range of $5.73 to $5.93, representing an increase of 19% over the prior year on a comparable basis. This guidance is based on full year revenue growth of 3% to 5%, and is comprised of organic growth of 5% to 7% and a favorable impact from FX of 1%, partially offset by a 3% impact from dispositions. The impact of completed acquisitions is expected to be negligible.

Dover’s guidance for 2018 includes full year Wellsite operating performance, but does not include any costs related to the Wellsite separation, which will be reported as incurred.

Wellsite Separation Update:

Dover announced on December 7, 2017, that it expects to spin off, on a tax-free basis, the upstream energy businesses within its Energy segment, collectively, the “Wellsite” business. Wellsite includes Dover Artificial Lift, Dover Energy Automation, and US Synthetic, and operates in some of the most attractive segments of the oil & gas drilling and production industry. Dover expects to complete the spin-off of Wellsite in May of 2018.

For the full year ended December 31, 2017, Wellsite’s revenue was $1.0 billion, and earnings before interest, taxes, depreciation and amortization (“EBITDA”) were $242 million, excluding costs related to rightsizing and Wellsite separation. For full year 2018, Wellsite is expected to generate revenue growth of approximately 16%, and EBITDA of approximately $315 million, before public company costs, estimated to be approximately $35 million.

Completion of the transaction is subject to certain customary conditions, including, among others, assurance that the spin-off of Wellsite will be tax-free to Dover and U.S. shareholders, the effectiveness of appropriate filings with the U.S. Securities and Exchange Commission and final approval by Dover's Board of Directors.

Management Commentary:

Dover’s President and Chief Executive Officer, Robert A. Livingston, said, “Our fourth quarter performance reflects strong global markets which drove broad-based revenue growth. Volume gains, combined with our cost and productivity actions, resulted in significant adjusted margin improvement. We had particularly strong growth in our waste handling, food equipment and pumps businesses, as well as in our Wellsite business. In all, our team’s strong execution delivered a solid quarter, while at the same time making significant progress on the Wellsite spin-off, rightsizing and several other commercial initiatives.

“During 2017, we continued to make strides simplifying our portfolio and increasing our focus on the markets where we have built very strong positions. We also expanded adjusted margin more than 150 basis points, and we are on track to our three-year plan.

“With respect to 2018, our guidance reflects the continued execution of our strategy. We expect broad-based organic growth and another year of margin expansion in excess of 100 basis points. Further, as part of our disciplined capital allocation plan, we expect to deploy capital towards highly synergistic, margin accretive bolt-on acquisitions, while at the same time investing in the businesses we own, completing our planned $1 billion share repurchase and raising our dividend for the 62nd consecutive year.”

Conference Call Information:

Dover will host a webcast and conference call to discuss its fourth quarter and full year 2017 results and 2018 guidance at 10:00 A.M. Eastern Time (9:00 A.M. Central Time) on Tuesday, January 30, 2018. The webcast can be accessed on the Dover website at dovercorporation.com. The conference call will also be made available for replay on the website. Additional information on Dover’s fourth quarter and full year results and its operating segments can be found on the Company’s website.

About Dover:

Dover is a diversified global manufacturer with annual revenue exceeding $7 billion. We deliver innovative equipment and components, specialty systems, consumable supplies, software and digital solutions, and support services through four operating segments: Engineered Systems, Fluids, Refrigeration & Food Equipment and Energy. Dover combines global scale with operational agility to lead the markets we serve. Recognized for our entrepreneurial approach for over 60 years, our team of 29,000 employees takes an ownership mindset, collaborating with customers to redefine what's possible. Headquartered in Downers Grove, Illinois, Dover trades on the New York Stock Exchange under "DOV." Additional information is available at dovercorporation.com.

Forward-Looking Statements:

This press release contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such statements concern future events and may be indicated by words or phrases such as "may," "anticipates," "expects," "believes," "suggests," "will," "plans," "should," "would," "could," and "forecast," or the use of the future tense and similar words or phrases. Forward-looking statements address matters that are uncertain, including, by way of example only: the planned spin-off of the Wellsite business, including the benefits of such transaction and the expected performance following completion of the planned spin-off, sale or other strategic transaction, operating and strategic plans, future sales, earnings, cash flows, margins, organic growth, growth from acquisitions, restructuring charges, cost structure, capital expenditures, capital allocation, capital structure, dividends, cash flows, exchange rates, tax rates, interest rates, interest expense, changes in operations and trends in industries in which our businesses operate, anticipated market conditions and our positioning, global economies, and operating improvements. Forward-looking statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Dover’s control. These factors could cause actual results to differ materially from current expectations and include, but are not limited to, uncertainties as to whether the Wellsite spin-off will be completed; the possibility that closing conditions for the Wellsite spin-off may not be satisfied or waived; the impact of the separation transaction on Dover and the Wellsite business on a standalone basis if the spin-off is completed; whether the strategic benefits of separation can be achieved, economic conditions generally and changes in economic conditions globally and in the markets and industries served by our businesses, including oil and gas activity and U.S. industrials activity; conditions and events affecting domestic and global financial and capital markets; oil and natural gas demand, production growth, and prices; changes in exploration and production spending by our customers and changes in the level of oil and natural gas exploration and development; changes in customer demand and capital spending; risks related to our international operations and the ability of our businesses to expand into new geographic markets; the impact of interest rate and currency exchange rate fluctuations; increased competition and pricing pressures; the impact of loss of a significant customer, or loss or non-renewal of significant contracts; the ability of our businesses to adapt to technological developments; the ability of our businesses to develop and launch new products, timing of such launches and risks relating to market acceptance by customers;

the relative mix of products and services which impacts margins and operating efficiencies; the impact of loss of a single-source manufacturing facility; short-term capacity constraints; domestic and foreign governmental and public policy changes or developments, including import/export laws and sanctions, tax policies, environmental regulations and conflict minerals disclosure requirements; increases in the cost of raw materials; our ability to identify and successfully consummate value-adding acquisition opportunities or planned divestitures, and to realize anticipated earnings and synergies from acquired businesses and joint ventures; our ability to achieve expected savings from integration and other cost-control initiatives, such as lean and productivity programs as well as efforts to reduce sourcing input costs; the impact of legal compliance risks and litigation, including product recalls; indemnification obligations related to acquired or divested businesses; cybersecurity and privacy risks; protection and validity of patent and other intellectual property rights; goodwill or intangible asset impairment charges; a downgrade in our credit ratings which, among other matters, could make obtaining financing more difficult and costly; and work stoppages, union and works council campaigns and other labor disputes which could impact our productivity. Dover refers you to the documents that it files from time to time with the Securities and Exchange Commission, such as its reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause its actual results to differ materially from its current expectations and from the forward-looking statements contained herein. Dover undertakes no obligation to update any forward-looking statement, except as required by law.

INVESTOR SUPPLEMENT - FOURTH QUARTER AND FULL YEAR2017

DOVER CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS

(unaudited)(in thousands, except per share data)

	Three Months Ended December 31,						Years Ended December 31,
	2017			2016			2017			2016
Revenue	$	2,017,438		$	1,777,961		$	7,830,436		$	6,794,342
Cost of goods and services	1,282,014			1,158,257			4,940,059			4,322,373
Gross profit	735,424			619,704			2,890,377			2,471,969
Selling, general, and administrative expenses	536,080			455,622			1,975,932			1,757,523
Operating earnings	199,344			164,082			914,445			714,446
Interest expense	36,414			35,515			145,208			136,401
Interest income	(1,823		)	(2,738		)	(8,502		)	(6,759		)
Gain on sale of businesses	(113,045		)	(84,537		)	(203,138		)	(96,598		)
Other expense (income), net	4,146			(191		)	7,034			(7,930		)
Earnings before (benefit) provision for income taxes	273,652			216,033			973,843			689,332
(Benefit) provision for income taxes	(22,796		)	54,871			162,178			180,440
Net earnings	$	296,448		$	161,162		$	811,665		$	508,892
Net earnings per share:
Basic	$	1.90		$	1.04		$	5.21		$	3.28
Diluted	$	1.88		$	1.03		$	5.15		$	3.25
Weighted average shares outstanding:
Basic	155,734			155,376			155,685			155,231
Diluted	158,013			156,816			157,744			156,636
Dividends paid per common share	$	0.47		$	0.44		$	1.82		$	1.72

DOVER CORPORATION

QUARTERLY SEGMENT INFORMATION

(unaudited)(in thousands)

	2017															2016
	Q1			Q2			Q3			Q4			FY 2017			Q1			Q2			Q3			Q4			FY 2016
REVENUE
Engineered Systems
Printing & Identification	$	249,238		$	278,220		$	272,941		$	293,615		$	1,094,014		$	239,681		$	263,648		$	253,091		$	266,082		$	1,022,502
Industrials	358,397			377,210			372,891			373,776			1,482,274			337,314			328,784			317,471			360,212			1,343,781
	607,635			655,430			645,832			667,391			2,576,288			576,995			592,432			570,562			626,294			2,366,283
Fluids	525,195			553,259			562,818			609,558			2,250,830			399,062			405,838			412,822			482,852			1,700,574
Refrigeration & Food Equipment	356,834			426,304			438,788			377,179			1,599,105			363,252			429,386			451,328			376,373			1,620,339
Energy	324,088			359,168			359,298			363,647			1,406,201			283,230			259,008			273,248			292,952			1,108,438
Intra-segment eliminations	(380		)	(810		)	(461		)	(337		)	(1,988		)	(266		)	(319		)	(197		)	(510		)	(1,292		)
Total consolidated revenue	$	1,813,372		$	1,993,351		$	2,006,275		$	2,017,438		$	7,830,436		$	1,622,273		$	1,686,345		$	1,707,763		$	1,777,961		$	6,794,342
NET EARNINGS
Segment Earnings:
Engineered Systems	$	174,398		$	106,820		$	98,348		$	210,864		$	590,430		$	93,748		$	104,034		$	97,240		$	96,807		$	391,829
Fluids	52,639			73,558			87,164			91,747			305,108			46,047			54,033			66,178			34,663			200,921
Refrigeration & Food Equipment	33,562			65,829			65,413			29,018			193,822			38,161			63,230			64,111			118,126			283,628
Energy	41,691			53,368			51,936			41,432			188,427			11,244			(75		)	13,279			30,888			55,336
Total segments	302,290			299,575			302,861			373,061			1,277,787			189,200			221,222			240,808			280,484			931,714
Corporate expense / other	36,489			34,190			31,741			64,818			167,238			29,862			24,566			26,638			31,674			112,740
Interest expense	36,409			36,932			35,453			36,414			145,208			33,318			33,779			33,789			35,515			136,401
Interest income	(2,580		)	(2,338		)	(1,761		)	(1,823		)	(8,502		)	(1,604		)	(1,622		)	(795		)	(2,738		)	(6,759		)
Earnings before provision (benefit) for income taxes	231,972			230,791			237,428			273,652			973,843			127,624			164,499			181,176			216,033			689,332
Provision (benefit) for income taxes	59,725			66,733			58,516			(22,796		)	162,178			28,268			46,209			51,092			54,871			180,440
Net earnings	$	172,247		$	164,058		$	178,912		$	296,448		$	811,665		$	99,356		$	118,290		$	130,084		$	161,162		$	508,892
SEGMENT MARGIN
Engineered Systems	28.7		%	16.3		%	15.2		%	31.6		%	22.9		%	16.2		%	17.6		%	17.0		%	15.5		%	16.6		%
Fluids	10.0		%	13.3		%	15.5		%	15.1		%	13.6		%	11.5		%	13.3		%	16.0		%	7.2		%	11.8		%
Refrigeration & Food Equipment	9.4		%	15.4		%	14.9		%	7.7		%	12.1		%	10.5		%	14.7		%	14.2		%	31.4		%	17.5		%
Energy	12.9		%	14.9		%	14.5		%	11.4		%	13.4		%	4.0		%	—		%	4.9		%	10.5		%	5.0		%
Total segment operating margin	16.7		%	15.0		%	15.1		%	18.5		%	16.3		%	11.7		%	13.1		%	14.1		%	15.8		%	13.7		%
DEPRECIATION AND AMORTIZATION EXPENSE
Engineered Systems	$	19,575		$	20,259		$	22,104		$	19,481		$	81,419		$	16,036		$	16,075		$	16,238		$	25,597		$	73,946
Fluids	28,503			29,473			30,252			31,892			120,120			20,511			20,981			20,833			22,899			85,224
Refrigeration & Food Equipment	15,035			14,522			14,093			13,557			57,207			16,728			16,881			16,146			15,263			65,018
Energy	31,365			32,000			33,421			34,210			130,996			34,160			33,289			32,605			31,366			131,420
Corporate	1,120			1,164			994			1,220			4,498			1,169			868			901			2,193			5,131
Total depreciation and amortization expense	$	95,598		$	97,418		$	100,864		$	100,360		$	394,240		$	88,604		$	88,094		$	86,723		$	97,318		$	360,739

DOVER CORPORATION

QUARTERLY SEGMENT INFORMATION

(continued)

(unaudited)(in thousands)

	2017															2016
	Q1			Q2			Q3			Q4			FY 2017			Q1			Q2			Q3			Q4			FY 2016
BOOKINGS
Engineered Systems
Printing & Identification	$	256,665		$	282,157		$	268,700		$	306,818		$	1,114,340		$	242,569		$	266,490		$	248,443		$	268,951		$	1,026,453
Industrials	419,455			367,352			366,430			374,280			1,527,517			329,957			304,345			331,435			374,073			1,339,810
	676,120			649,509			635,130			681,098			2,641,857			572,526			570,835			579,878			643,024			2,366,263
Fluids	565,987			554,656			576,538			613,804			2,310,985			418,345			413,767			413,535			457,283			1,702,930
Refrigeration & Food Equipment	438,576			466,276			357,855			319,899			1,582,606			411,367			468,661			429,134			336,645			1,645,807
Energy	348,317			352,617			368,377			354,833			1,424,144			273,445			246,021			270,685			299,771			1,089,922
Intra-segment eliminations	(1,149		)	(529		)	(468		)	(542		)	(2,688		)	(90		)	(944		)	(245		)	(308		)	(1,587		)
Total consolidated bookings	$	2,027,851		$	2,022,529		$	1,937,432		$	1,969,092		$	7,956,904		$	1,675,593		$	1,698,340		$	1,692,987		$	1,736,415		$	6,803,335
BACKLOG
Engineered Systems
Printing & Identification	$	109,347		$	115,763		$	116,359		$	129,752					$	102,640		$	104,509		$	101,190		$	98,924
Industrials	310,008			301,474			297,860			310,463						235,384			210,646			224,892			252,780
	419,355			417,237			414,219			440,215						338,024			315,155			326,082			351,704
Fluids	371,717			378,774			398,827			399,742						286,457			315,786			318,246			331,238
Refrigeration & Food Equipment	341,530			382,598			302,574			244,972						303,479			332,312			309,462			258,329
Energy	156,255			147,568			158,645			149,579						144,828			129,873			126,519			134,181
Intra-segment eliminations	(729		)	(378		)	(383		)	(571		)				(36		)	(265		)	(252		)	(102		)
Total consolidated backlog	$	1,288,128		$	1,325,799		$	1,273,882		$	1,233,937					$	1,072,752		$	1,092,861		$	1,080,057		$	1,075,350

DOVER CORPORATION

QUARTERLY EARNINGS PER SHARE

(unaudited)(in thousands, except per share data*)

Earnings Per Share
	2017										2016
	Q1		Q2		Q3		Q4		FY 2017		Q1		Q2		Q3		Q4		FY 2016
Net earnings per share:
Basic	$	1.11	$	1.05	$	1.15	$	1.90	$	5.21	$	0.64	$	0.76	$	0.84	$	1.04	$	3.28
Diluted	$	1.09	$	1.04	$	1.14	$	1.88	$	5.15	$	0.64	$	0.76	$	0.83	$	1.03	$	3.25
Net earnings and weighted average shares used in calculated earnings per share amounts are as follows:
Net earnings	$	172,247	$	164,058	$	178,912	$	296,448	$	811,665	$	99,356	$	118,290	$	130,084	$	161,162	$	508,892
Weighted average shares outstanding:
Basic	155,540		155,703		155,757		155,734		155,685		155,064		155,180		155,300		155,376		155,231
Diluted	157,399		157,513		157,555		158,013		157,744		156,161		156,595		156,798		156,816		156,636
* Per share data may be impacted by rounding.

Non-GAAP Reconciliations

Adjusted Earnings Per Share (Non-GAAP)
Net earnings are adjusted by the effect of the Tax Cuts and Jobs Act, gains on disposition of businesses, disposition costs, Wellsite separation costs, rightsizing and other costs and a product recall reserve charge and reversal to derive adjusted net earnings and adjusted diluted earnings per common share as follows:
	2017														2016
	Q1			Q2		Q3			Q4			FY 2017			Q1			Q2		Q3		Q4			FY 2016
Adjusted net earnings:
Net earnings	$	172,247		$	164,058	$	178,912		$	296,448		$	811,665		$	99,356		$	118,290	$	130,084	$	161,162		$	508,892
Tax Cuts and Jobs Act 1	—			—		—			(50,859		)	(50,859		)	—			—		—		—			—
Gain on dispositions, pre-tax 2	(88,402		)	—		—			(116,932		)	(205,334		)	(11,853		)	—		—		(85,035		)	(96,888		)
Gain on dispositions, tax impact 3	26,682			—		—			6,071			32,753			625			—		—		28,060			28,685
Disposition costs, pre-tax 4	—			—		3,314			1,931			5,245			—			—		—		—			—
Disposition costs, tax impact 3	—			—		(964		)	(1,051		)	(2,015		)	—			—		—		—			—
Wellsite separation costs, pre-tax	—			—		1,718			13,552			15,270			—			—		—		—			—
Wellsite separation costs, tax impact 3	—			—		(500		)	(5,025		)	(5,525		)	—			—		—		—			—
Rightsizing and other costs, pre-tax 5	—			—		—			56,278			56,278			—			—		—		—			—
Rightsizing and other costs, tax impact 3	—			—		—			(17,149		)	(17,149		)	—			—		—		—			—
Product recall (reversal) charge, pre-tax	—			—		—			(7,200		)	(7,200		)	—			—		—		23,150			23,150
Product recall (reversal) charge, tax impact 3	—			—		—			2,614			2,614			—			—		—		(8,913		)	(8,913		)
Adjusted net earnings	$	110,527		$	164,058	$	182,480		$	178,678		$	635,743		$	88,128		$	118,290	$	130,084	$	118,424		$	454,926
Adjusted diluted earnings per common share*:
Diluted earnings per share	$	1.09		$	1.04	$	1.14		$	1.88		$	5.15		$	0.64		$	0.76	$	0.83	$	1.03		$	3.25
Tax Cuts and Jobs Act 1	—			—		—			(0.32		)	(0.32		)	—			—		—		—			—
Gain on dispositions, pre-tax 2	(0.56		)	—		—			(0.74		)	(1.30		)	(0.08		)	—		—		(0.54		)	(0.62		)
Gain on dispositions, tax impact 3	0.17			—		—			0.04			0.21			—			—		—		0.18			0.18
Disposition costs, pre-tax 4	—			—		0.02			0.01			0.03			—			—		—		—			—
Disposition costs, tax impact 3	—			—		(0.01		)	(0.01		)	(0.02		)	—			—		—		—			—
Wellsite separation costs, pre-tax	—			—		0.01			0.09			0.10			—			—		—		—			—
Wellsite separation costs, tax impact 3	—			—		—			(0.03		)	(0.03		)	—			—		—		—			—
Rightsizing and other costs, pre-tax 5	—			—		—			0.36			0.36			—			—		—		—			—
Rightsizing and other costs, tax impact 3	—			—		—			(0.11		)	(0.11		)	—			—		—		—			—
Product recall (reversal) charge, pre-tax	—			—		—			(0.05		)	(0.05		)	—			—		—		0.15			0.15
Product recall (reversal) charge, tax impact 3	—			—		—			0.02			0.02			—			—		—		(0.06		)	(0.06		)
Adjusted diluted earnings per share	$	0.70		$	1.04	$	1.16		$	1.13		$	4.03		$	0.56		$	0.76	$	0.83	$	0.76		$	2.90
1 Tax impact primarily related to the enactment of the Tax Cuts and Jobs Act. This benefit also includes decreases in statutory tax rates of foreign jurisdictions.
2 Includes gains from the sales of Performance Motorsports International and Warn Industries, Inc. in the first and fourth quarters of 2017, respectively, as well as Texas Hydraulics and Tipper Tie in the first and fourth quarters of 2016, respectively.
3 Gain on dispositions, disposition costs, Wellsite separation costs, rightsizing and other costs and a product recall (reversal) charge were tax effected using the statutory tax rates in the applicable jurisdictions for each period.
4 Disposition costs include costs related to the fourth quarter sale of Warn Industries.
5 Rightsizing and other costs include actions taken on employee reductions, facility consolidations and site closures and product line divestitures and exits.
* Per share data and totals may be impacted by rounding.

Non-GAAP Reconciliations (continued)

Beginning in 2018, Dover will provide adjusted EPS guidance and results that will exclude after-tax acquisition-related amortization. The table below presents reconciliations for projected EPS adjusted on the basis for 2018, as well as EPS adjusted on the basis for 2017, to aid comparison.

Adjusted Earnings Per Share Excluding Acquisition-Related Amortization (Non-GAAP)
	2017
	Q1			Q2			Q3			Q4			FY 2017
Adjusted net earnings excluding acquisition-related amortization:
Adjusted net earnings	$	110,527		$	164,058		$	182,480		$	178,678		$	635,743
Acquisition-related amortization, pre-tax 7	52,203			50,833			50,524			50,630			204,190
Acquisition-related amortization, tax impact 8	(17,554		)	(16,807		)	(16,885		)	(16,797		)	(68,043		)
Adjusted net earnings excluding acquisition-related amortization	$	145,176		$	198,084		$	216,119		$	212,511		$	771,890
Adjusted diluted earnings per common share excluding acquisition-related amortization*:
Adjusted diluted earnings per share	$	0.70		$	1.04		$	1.16		$	1.13		$	4.03
Acquisition-related amortization, pre-tax 7	0.33			0.32			0.32			0.32			1.29
Acquisition-related amortization, tax impact 8	(0.11		)	(0.11		)	(0.11		)	(0.11		)	(0.43		)
Adjusted diluted earnings per common share excluding acquisition-related amortization	$	0.92		$	1.26		$	1.37		$	1.34		$	4.89
7 Includes amortization on acquisition-related intangible assets and inventory step-up.
8 Acquisition-related amortization was tax effected using the statutory tax rates in the applicable jurisdictions for each period.

Adjusted Guidance Reconciliation
	2017 Actual				2018 Guidance
Adjusted net earnings per share*:
Net earnings (GAAP)	$	5.15			$ 4.75 - 4.95
Tax Cuts and Jobs Act	(0.32		)		—
Gain on dispositions, net	(1.09		)		—
Disposition costs, net	0.02				—
Wellsite separation costs, net	0.06				—
Rightsizing and other costs, net	0.25				0.05
Product recall reversal, net	(0.03		)		—
Adjusted net earnings (Non-GAAP)	4.03			**	4.80 - 5.00
Acquisition-related amortization, net	0.86				0.93
Adjusted net earnings (new basis)	$	4.89			$ 5.73 - 5.93
* Per share data and totals may be impacted by rounding.
** As reported.

DOVER CORPORATION

CONSOLIDATED BALANCE SHEETS

(unaudited)(in thousands)

	December 31, 2017		December 31, 2016
Assets:
Cash and cash equivalents	$	753,964	$	349,146
Receivables, net of allowances	1,385,567		1,265,201
Inventories, net	878,635		870,487
Prepaid and other current assets	188,954		104,357
Property, plant and equipment, net	999,772		945,670
Goodwill	4,591,912		4,562,677
Intangible assets, net	1,609,927		1,802,923
Other assets and deferred charges	248,922		215,530
Total assets	$	10,657,653	$	10,115,991
Liabilities and Stockholders' Equity:
Notes payable and current maturities of long-term debt	$	581,102	$	414,550
Payables and accrued expenses	1,717,091		1,525,768
Deferred taxes and other non-current liabilities	989,578		1,169,290
Long-term debt	2,986,702		3,206,637
Stockholders' equity	4,383,180		3,799,746
Total liabilities and stockholders' equity	$	10,657,653	$	10,115,991

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)(in thousands)

	Years Ended December 31,
	2017			2016
Operating activities:
Net earnings	$	811,665		$	508,892
Depreciation and amortization	394,240			360,739
Stock-based compensation	26,528			21,015
Contributions to employee benefit plans	(20,464		)	(25,691		)
Gain on sale of businesses	(203,138		)	(96,598		)
Net change in assets and liabilities	(187,272		)	93,618
Net cash provided by operating activities	821,559			861,975
Investing activities:
Additions to property, plant and equipment	(196,735		)	(165,205		)
Acquisitions (net of cash and cash equivalents acquired)	(36,031		)	(1,561,737		)
Proceeds from the sale of property, plant and equipment	15,322			17,749
Proceeds from the sale of businesses	372,666			206,407
Other	21,151			(1,057		)
Net cash provided by (used in) investing activities	176,373			(1,503,843		)
Financing activities:
Change in commercial paper and notes payable, net	(183,194		)	254,834
Net increase in debt	—			654,382
Dividends to stockholders	(283,959		)	(268,339		)
Purchase of common stock	(105,023		)	—
Net payments to settle employee tax obligations on exercise	(18,443		)	(7,269		)
Other	(4,120		)	—
Net cash (used in) provided by financing activities	(594,739		)	633,608
Effect of exchange rate changes on cash	1,625			(4,779		)
Net increase (decrease) in cash and cash equivalents	404,818			(13,039		)
Cash and cash equivalents at beginning of period	349,146			362,185
Cash and cash equivalents at end of period	$	753,964		$	349,146

ADDITIONAL INFORMATION

FOURTH QUARTER AND FULL YEAR 2017

(Amounts in thousands except share data and where otherwise indicated)

Acquisitions

During the fourth quarter of 2017, the Company completed two acquisitions for an aggregate consideration of $10.3 million. For the full year 2017, the Company acquired three businesses in separate transactions for total consideration of $43.1 million, net of cash acquired and including contingent consideration. The businesses were acquired to complement and expand upon existing operations within the Engineered Systems and Energy segments.

Disposed Businesses

During the fourth quarter of 2017, the Company completed the sale of the consumer and industrial winch business of Warn Industries, Inc. a leading designer, manufacturer and marketer of high performance vehicle equipment and accessories for total proceeds of $250.3 million and a pre-tax gain on sale of $116.9 million. For the full year 2017, the Company also completed the sale of Performance Motorsports International, a manufacturer of pistons and other engine related components serving the motorsports and powersports markets, during the first quarter for total proceeds of $118,706 and a pre-tax gain on sale of $88.4 million. These disposals were within the Engineered System segment and did not represent strategic shifts in business and, therefore, did not qualify for presentation as a discontinued operation.

Rightsizing and Other Costs

During the fourth quarter, the Company, as previously announced, recorded rightsizing and other related costs of $56.3 million to better align its cost structure in preparation for the Wellsite separation. The $56.3 million is comprised of $45.8 million of restructuring costs and $10.5 million of other charges. These costs relate to actions taken on employee reductions, facility consolidations and site closures and product line divestitures and exits. These charges were broad based across all segments as well as corporate, with costs incurred of $9.2 million in Engineered Systems, $8.2 million in Fluids, $15.3 million in Refrigeration & Food Equipment, $7.3 million in Energy and $16.3 million at Corporate.

Tax Rate

The effective tax rate was a benefit of 8.3% and a provision of 25.4% for the fourth quarters of 2017 and 2016, respectively. On a full year basis, the effective tax rates for 2017 and 2016 were 16.7% and 26.2%, respectively. The 2017 rates were significantly impacted by the Tax Cuts and Jobs Act that resulted in revaluing the U.S. deferred income tax liabilities due to the decrease in the U.S. statutory rate from 35% to 21%, offset by the U.S. tax charge for the deemed repatriation of foreign earnings. The 2016 rates were favorably impacted by the settlement of uncertain tax positions.

Share Repurchases

During the year ended December 31, 2017, the Company purchased approximately 1.1 million shares of its common stock in the open market at a total cost of $105.0 million, or $99.11 per share. These repurchases were made pursuant to the share repurchase program approved in January 2015, which authorized $15 billion for share repurchases over the following three years. That program is now expired and the Company expects approval of a new share repurchase authorization in the first quarter of 2018.

Capitalization

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

Net Debt to Net Capitalization Ratio (Non-GAAP)	December 31, 2017			December 31, 2016
Current maturities of long-term debt	$	350,402		$	6,950
Commercial paper	230,700			407,600
Notes payable and current maturities of long-term debt	581,102			414,550
Long-term debt	2,986,702			3,206,637
Total debt	3,567,804			3,621,187
Less: Cash and cash equivalents	(753,964		)	(349,146		)
Net debt	2,813,840			3,272,041
Add: Stockholders' equity	4,383,180			3,799,746
Net capitalization	$	7,197,020		$	7,071,787
Net debt to net capitalization	39.1		%	46.3		%

Quarterly Cash Flow

	2017															2016
	Q1			Q2			Q3			Q4			FY 2017			Q1			Q2			Q3			Q4			FY 2016
Net Cash Flows Provided By (Used In):
Operating activities	$	78,071		$	155,877		$	268,017		$	319,594		$	821,559		$	133,413		$	207,868		$	231,665		$	289,029		$	861,975
Investing activities	81,780			(51,137		)	(55,428		)	201,158			176,373			(425,857		)	(69,415		)	(66,110		)	(942,461		)	(1,503,843		)
Financing activities	(93,293		)	(216,273		)	(197,634		)	(87,539		)	(594,739		)	178,507			(127,678		)	98,491			484,288			633,608

Quarterly Adjusted Free Cash Flow (Non-GAAP)

	2017															2016
	Q1			Q2			Q3			Q4			FY 2017			Q1			Q2			Q3			Q4			FY 2016
Cash flow from operating activities	$	78,071		$	155,877		$	268,017		$	319,594		$	821,559		$	133,413		$	207,868		$	231,665		$	289,029		$	861,975
Less: Capital expenditures	(42,259		)	(48,335		)	(59,555		)	(46,586		)	(196,735		)	(37,230		)	(35,422		)	(43,116		)	(49,437		)	(165,205		)
Plus: Cash taxes paid for gains on dispositions1	—			42,955			5,651			20,434			69,040			—			435			217			217			869
Plus: Cash paid for Wellsite separation costs	—			—			369			9,139			9,508			—			—			—			—			—
Adjusted free cash flow	$	35,812		$	150,497		$	214,482		$	302,581		$	703,372		$	96,183		$	172,881		$	188,766		$	239,809		$	697,639
Adjusted free cash flow as a percentage of revenue	2.0		%	7.5		%	10.7		%	15.0		%	9.0		%	5.9		%	10.3		%	11.1		%	13.5		%	10.3		%
Adjusted free cash flow as a percentage of adjusted net earnings	32.4		%	91.7		%	117.5		%	169.3		%	110.6		%	109.1		%	146.2		%	145.1		%	202.5		%	153.4		%
1 Federal and state tax payments related to the gains on the dispositions of Warn Industries and Performance Motorsports in 2017 and Tipper Tie and Texas Hydraulics in 2016.

Revenue Growth Factors

	2017
	Q1		Q2		Q3		Q4		Full Year
Organic	4	%	10	%	9	%	8	%	8	%
Acquisitions	12	%	12	%	10	%	6	%	10	%
Dispositions	(3	)%	(3	)%	(3	)%	(3	)%	(3	)%
Currency translation	(1	)%	(1	)%	1	%	2	%	—	%
	12	%	18	%	17	%	13	%	15	%

Non-GAAP Disclosures

In an effort to provide investors with additional information regarding our results as determined by GAAP, Management also discloses non-GAAP information that Management believes provides useful information to investors. Adjusted net earnings, adjusted diluted earnings per common share, net debt, net capitalization, net debt to net capitalization ratio, adjusted free cash flow, and organic revenue growth are not financial measures under GAAP and should not be considered as a substitute for net earnings, diluted earnings per common share, debt or equity, cash flows from operating activities, or revenue as determined in accordance with GAAP, and they may not be comparable to similarly titled measures reported by other companies. 

Adjusted net earnings represents net earnings adjusted for the effect of the Tax Cuts and Jobs Act, gains on disposition of businesses, disposition costs, Wellsite separation costs, rightsizing and other costs, and a product recall reserve charge and reversal. We exclude these items because they occur for reasons that may be unrelated to the Company's commercial performance during the period and/or Management believes they are not indicative of the Company's ongoing operating costs or gains in a given period. 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. Adjusted diluted earnings per common share represents adjusted net earnings divided by average diluted shares. Beginning in 2018, adjusted net earnings will further exclude after-tax acquisition-related amortization because the amount and timing of such charges are significantly impacted by the timing, size, number and nature of the acquisitions we consummate. Management believes excluding after-tax acquisition-related amortization will better reflect the Company's core operating results, offer more transparency and facilitate easier comparability with peer companies.

Net debt represents total debt minus cash and cash equivalents. Net capitalization represents net debt plus stockholders' equity. Management believes the net debt to net capitalization ratio is useful to assess our overall financial leverage and capacity. 

Adjusted free cash flow represents net cash provided by operating activities minus capital expenditures, plus the add back of cash taxes paid for gains on dispositions and cash paid for the Wellsite separation costs. Management believes that adjusted free cash flow is an important measure of operating performance because it provides management and investors a measurement of cash generated from operations that is available for mandatory payment obligations and investment opportunities, such as funding acquisitions, paying dividends, repaying debt and repurchasing our common stock.

Management believes that reporting organic revenue growth, which excludes the impact of foreign currency exchange rates and the impact of acquisitions and dispositions, provides a useful comparison of our revenue performance and trends between periods.

This press release includes Wellsite's projected pro forma EBITDA, or earnings before interest, taxes, depreciation and amortization before public company expenses, a measure that is not defined under GAAP. A reconciliation of this non-GAAP measure to the most closely comparable measure calculated in accordance with GAAP is not available without unreasonable effort due to the unavailability of certain information needed to calculate certain reconciling items, including interest expense and income tax expense.

EX-99.2

Earnings Conference Call Fourth Quarter 2017 January 30, 2018 – 9:00am CT Exhibit 99.2

2 Forward Looking Statements and Non-GAAP Measures We want to remind everyone that our comments may contain forward-looking statements that are inherently subject to uncertainties and risks. We caution everyone to be guided in their analysis of Dover Corporation by referring to the documents we file from time to time with the SEC, including our Form 10-K for 2016, for a list of factors that could cause our results to differ from those anticipated in any such forward-looking statements. We would also direct your attention to our website, dovercorporation.com, where considerably more information can be found. This document contains non-GAAP financial information. Commencing with guidance in 2018, Dover will provide adjusted EPS excluding after-tax acquisition-related amortization. The Company believes reporting adjusted EPS on this basis better reflects its core operating results, offers more transparency and facilitates easier comparability with peer companies. Reconciliations of non-GAAP measures are included either in this presentation or Dover’s earnings release and investor supplement for the fourth quarter, which are available on our website. 2

3 Revenue $2.0B 13% EPS $1.88 83% Adjusted EPS (a) $1.13 49% Bookings $2.0B 13% Segment margin 18.5% 270 bps Adj. seg. margin (b) 14.4% 210 bps Organic Rev. (c) 8% Net Acq. Growth (d) 3% Cash flow from Ops. $320M 11% Adjusted FCF (e) $303M 26% $0.00 $0.25 $0.50 $0.75 $1.00 $1.25 $1.50 $1.75 $2.00 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Earnings per share Adj. EPS* Q4 2017 Performance Earnings Per Share Q4 Q4/Q4 * Excludes net gains on dispositions of $0.07 in Q1 2016, $0.36 in Q4 2016, $0.39 in Q1 2017, and $0.70 in Q4 2017, $0.32 net gain from enactment of Tax Cuts and Jobs Act in Q4 2017, $0.03 product recall reversal in Q4 2017; $0.09 voluntary product recall charge in Q4 2016, Wellsite separation costs of $0.01 in Q3 2017 and $0.05 in Q4 2017, Warn disposition related costs of $0.01 in Q3 2017 and $0.01 in Q4 2017, and rightsizing and other related costs of $0.25 in Q4 2017 (e) See Press Release for adjusted free cash flow reconciliation 3 Quarterly Comments 2016  Revenue driven by broad-based organic growth and acquisitions; strong organic growth in U.S. and China  Strong growth in Waste Handling, Pumps, Food Equipment and Wellsite businesses  Adjusted segment margin improvement largely driven by conversion on volume and the benefits of integration and productivity  Bookings growth reflects organic increases in Engineered Systems, Fluids and Energy, and the impact of acquisitions  Book-to-bill at 0.98 (c) Change in revenue from businesses owned over 12 months, excluding FX impact (d) Change in revenue from acquisitions, less revenue from dispositions 2017 (a) Excludes net benefit on dispositions of $0.70, $0.32 net gain from Tax Cuts and Jobs Act, $0.03 product recall reversal, Wellsite separation costs of $0.05, and rightsizing and other related costs of $0.25 (b) Excludes net benefit on dispositions of $115M, $7M product recall reversal. and rightsizing and other related costs of $40M

4 Revenue Q4 2017 Engineered Systems Fluids Refrigeration & Food Equip Energy Total Dover Organic 8% 4% 1% 23% 8% Acquisitions 1% 20% - 1% 6% Dispositions -6% - -2% - -3% Currency 4% 2% 1% - 2% Total 7% 26% Flat 24% 13% Note: Columns may not sum due to rounding

5 Engineered Systems  Organic revenue growth of 8% – Printing & Identification’s solid growth led by marking & coding – Industrial’s strong growth driven by particularly strong shipments of waste handling equipment and robust vehicle service equipment activity  Adjusted margin reflects the impact of modest material cost inflation  Organic bookings growth is broad-based  Book-to-bill of 1.02 5 Q4 2017 Q4 2016 % Change % Organic Revenue(a) $667 $626 7% 8% Earnings $211 $ 97 118% Margin 31.6% 15.5% NM Adj. Earnings * $105 $ 97 9% Adj. Margin * 15.7% 15.5% 20 bps Bookings(b) $681 $643 6% 9% Revenue by End-Market % of Q4 Revenue Q4/Q4 Growth Organic Growth Printing & Identification 44% 10% 3% Industrial 56% 4% 12% $ in millions (a) Revenue increased 7% overall, reflecting organic growth of 8%, acquisition growth of 1%, and a favorable 4% impact from FX, partially offset by a 6% impact from dispositions (b) Bookings growth of 6% reflects organic growth of 9%, acquisition growth of 1%, and a favorable 2% impact from FX, partially offset by a 6% impact from dispositions * Excludes $115M net benefit from Warn disposition and $9M in rightsizing and other costs in Q4 2017

6 Fluids  Revenue growth driven by acquisitions and 4% organic growth – Broad-based Pumps growth led by plastics & polymers markets – Hygienic & pharma markets remain strong – Solid global retail fueling markets, partially offset by soft Transport markets  Adjusted margin improvement reflects volume leverage and benefits of retail fueling integration  Bookings growth driven by Pumps and Hygienic & Pharma  Book-to-bill at 1.01 6 $ in millions Revenue by End-Market % of Q4 Revenue Q4/Q4 Growth Organic Growth Fueling & Transport 59% 38% 1% Pumps 32% 13% 8% Hygienic & Pharma 9% 10% 8% Q4 2017 Q4 2016 % Change % Organic Revenue $610 $483 26% 4% Earnings $ 92 $ 35 165% Margin 15.1% 7.2% 790 bps Adj. Earnings * $ 93 $ 58 61% Adj. Margin * 15.2% 12.0% 320 bps Bookings $614 $457 34% 9% * Excludes Q4 2017 other items of $7M, representing a reduction to a previously recorded product recall reserve, and a $23M product recall charge in Q4 2016; and $8M in rightsizing and other costs in Q4 2017

7 Refrigeration & Food Equipment  Organic revenue growth reflects strong Food Equipment activity – Can-shaping equipment drives revenue growth – Within Refrigeration, Retail refrigeration activity was soft as anticipated, offset in part by strong heat exchanger markets  Margin performance reflects business mix and significantly improved productivity in retail refrigeration  Organic bookings decline primarily reflects tough comps in retail refrigeration  Book-to-bill at 0.85 7 $ in millions Revenue by End-Market % of Q4 Revenue Q4/Q4 Growth Organic Growth Refrigeration 75% -4% -5% Food Equipment 25% 14% 24% (a) Flat revenue reflects organic growth of 1% and a favorable 1% impact from FX, offset by a 2% impact from dispositions (b) Bookings decline of 5% reflects an organic decline of 3% and a 2% impact from dispositions Q4 2017 Q4 2016 % Change % Organic Revenue(a) $377 $376 Flat 1% Earnings $ 29 $118 NM Margin 7.7% 31.4% NM Adj. Earnings * $ 44 $ 33 34% Adj. Margin * 11.8% 8.8% 300 bps Bookings(b) $320 $337 -5% -3% * Excludes $85M gain from disposition in Q4 2016, and $15M in rightsizing and other costs in Q4 2017

8 Energy  Strong organic revenue growth continues: – Drilling & Production driven by continued improvement in U.S. rig count and increased well completions – Bearings & Compression growth reflects strong compression service activity – Automation driven by improved customer capex spending  Adjusted margin of 13.4% reflects significantly higher volume  Bookings growth is broad- based  Book-to-bill at 0.98 8 $ in millions Q4 2017 Q4 2016 % Change % Organic Revenue $364 $293 24% 23% Earnings $ 41 $ 31 34% Margin 11.4% 10.5% 90 bps Adj. Earnings * $ 49 $ 31 58% Adj. Margin * 13.4% 10.5% 290 bps Bookings $355 $300 18% 18% Revenue by End-Market % of Q4 Revenue Q4/Q4 Growth Organic Growth Drilling & Production 68% 32% 31% Bearings & Compression 21% 3% 2% Automation 11% 29% 29% * Excludes $7M in rightsizing and other costs in Q4 2017

9 Q4 2017 Overview 9 Q4 2017 Net Interest Expense $35 million Corporate Expense $65 million, includes Wellsite separation costs of $14 million and rightsizing and other costs of $16 million Effective Tax Rate (“ETR”) ETR was 24.1%, excluding a $51 million benefit from the Tax Cuts and Jobs Act, and a $10 million benefit from other discrete tax items Capex $47 million Share Repurchases 1.1 million shares for $105 million

10 FY 2018F Guidance  Corporate expense: ≈ $122 million  Net interest expense: ≈ $130 million  Tax rate: ≈ 22% - 23%  Capital expenditures: ≈ 2.4% of revenue  Adj. Free cash flow: ≈ 10% - 11% of revenue 2018 Engineered Systems Fluids Refrigeration & Food Equip Energy Total Organic rev. 4% - 5% 2% - 3% 3% - 4% 12% - 14% 5% - 7% Acquisitions - 1% - - - Dispositions (7%) - (2%) - (3%) Currency 2% 1% 1% - 1% Total revenue (1%) - 0% 4% - 5% 2% - 3% 12% - 14% 3% - 5% Adjusted EPS: $5.73 - $5.93* * Adjusted for acquisition-related amortization and carryover rightsizing costs. See exhibit on page 14 of this presentation for reconciliation

12 Appendix

13 2016 EPS - Continuing Ops (GAAP): $3.25 $3.25 Less: 2016 gain on dispositions (1): (0.44) (0.44) Plus: 2016 charges related to recall: 0.09 0.09 2016 Adjusted EPS: $2.90 $2.90 Lost earnings from 2016 dispositions (2): (0.05) (0.05) Net restructuring (3): 0.08 - .010 0.12 Performance including restructuring benefits: 1.31 - 1.35 1.34 Compensation & investment: (0.18 - 0.16) (0.16) Interest / Corp. / Tax rate / Shares / Other (net): (0.16 - 0.14) (0.06) Net gains from 2017 dispositions(4): 0.39 1.09 Costs and unrealized earnings associated with disp.: (0.05) (0.08) Wellsite separation costs (7): (0.01) (0.06) Q4 Rightsizing & other costs: (0.25) Q4 Other item (8): 0.03 Impact from Tax Cuts and Jobs Act: 0.32 2017 EPS - Continuing Ops (GAAP): $4.23 - $4.33 $5.15 Less: Net gains from 2017 dispositions: (0.39) (1.09) Plus: Costs associated with dispositions (9): 0.01 0.02 Less: Impact from Tax Cuts and Jobs Act: (0.32) Less: Q4 Other item (8): (0.03) Plus: Wellsite separation costs (7): 0.01 0.06 Plus: Q4 Rightsizing & other costs: 0.25 2017 EPS - Adjusted EPS: $3.86 - $3.96 $4.03 FY 2017 EPS Guidance Reconciliation – GAAP & Adjusted EPS Includes 2016 operating earnings from THI and Tipper Tie Includes restructuring costs of approximately $0.18 in FY 2016 and $0.06 in 2017 Includes $0.07 gain on the disposition of THI in Q1 2016 and $0.36 gain on the disposition of Tipper Tie in Q4 2016 Includes $0.39 gain on the disposition of PMI in Q1 2017 and $0.70 gain on sale of sale of Warn Industries in Q4 2017 Includes $0.01 incurred in Q3 2017, and $0.06 incurred in Q4 2017 (1) (2) (3) (4) (5) (6) Prior Guidance 2017 Actual (7) Reflects a reduction to a previously recorded product recall reserve (8) Includes $0.04 of PMI operational earnings in prior forecast and Warn disposition-related costs of $0.01 in Q3 2017 (5) (6) Includes $0.04 of PMI operational earnings and $0.02 of Warn operational earnings in the prior forecast; and Warn disposition-related costs of $0.01 in Q3 2017 and $0.01 in Q4 2017 Includes Warn disposition-related costs of $0.01 in Q3 2017 and $0.01 in Q4 2017 (9) (10) (10) Reflects guidance provided 10/19/17 Note: Columns may not sum due to rounding

14  2017 Adj. EPS – Before acquisition-related amortization (as reported): $4.03 – Add back 2017 acquisition-related amortization (1): 0.86  2017 Adjusted EPS – New guidance basis $4.89 – Acquisition-related amortization (2): (0.93) – Performance including rightsizing costs & benefits (3): 0.84 - 1.00 – Commercial and product investment: (0.28 - 0.26) – Interest / Corp. / Tax rate / Shares(4)/ Other (net): 0.24 - 0.26  2018F EPS – GAAP $4.75 - $4.95 – Add back 2018 rightsizing costs (5): 0.05 – Add back acquisition-related amortization (2): 0.93  2018F Adjusted EPS – Continuing Ops $5.73 - $5.93 2018F EPS guidance – Updated bridge and reconciliation (1) Includes acquisition-related intangible amortization and inventory step-up amortization totaling $131 million, on an after tax basis + 19% (2) Includes acquisition-related intangible amortization and inventory step-up amortization totaling $136 million, on an after tax basis (3) Includes $11 million of rightsizing costs and $55 million of benefits (5) Includes $11 million of rightsizing costs Note: Columns may not sum due to rounding (4) Assumes weighted average diluted shares outstanding of 156.5 million

15 Supplementary acquisition-related intangible amortization data ACQUISITION-RELATED INTANGIBLES AMORTIZATION Q1 Q2 Q3 Q4 FY 2016 Q1 Q2 Q3 Q4 FY 2017 Engineered Systems $ 11.7 $ 9.5 $ 8.8 $ 17.4 $ 47.3 $ 11.5 $ 11.6 $ 11.4 $ 11.0 $ 45.4 Fluids 17.0 11.3 11.8 15.6 55.6 18.1 17.0 17.2 17.2 69.4 Refrigeration & Food Equipment 7.6 7.6 7.5 7.5 30.2 7.5 7.3 7.2 7.2 29.1 Energy 15.9 15.8 15.8 15.1 62.6 15.1 15.0 14.8 15.3 60.2 Total $ 52.2 $ 44.1 $ 43.8 $ 55.5 $ 195.7 $ 52.2 $ 50.8 $ 50.5 $ 50.6 $ 204.2 $ in millions