EX-99.1 2 a201801258-kexhibit991.htm EXHIBIT 99.1 Exhibit



Exhibit 99.1

image1a07.jpg    
                                                
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 YEAR 2017 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 YEAR 2017

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.