Dover (DOV) 10-K risk factor changes: FY2016 vs FY2015

In general, we are subject to the same general risks and uncertainties that impact many other industrial companies such as general economic, industry and/or market [removed: conditions,] [added: conditions] and growth rates; the impact of natural [removed: disasters,] [added: disasters] and their effect on global markets; possible future terrorist threats and their effect on the worldwide economy; and changes in laws or accounting rules.

Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our business, including our results of operations, [removed: liquidity,] [added: liquidity] and financial condition.

Negative changes in worldwide economic and capital market conditions are beyond our control, are highly [removed: unpredictable,] [added: unpredictable] and can have an adverse effect on our [removed: revenue, earnings,] [added: consolidated results of operations, financial condition,] cash [removed: flows,] [added: flows] and cost of capital.

| • | Trends in oil and natural gas prices may affect the drilling and production activity, profitability and financial stability of our customers and therefore the demand for, and profitability of, our energy products and services, which could have a material adverse effect on our business, [added: our] consolidated results of [removed: operations,] [added: operations] and [removed: consolidated] financial condition. |

The oil and gas industry historically has experienced periodic downturns, including the significant downturn experienced in [removed: 2015.][added: 2015 and 2016.]

Given the long-term nature of many large-scale development projects, a significant downturn in the oil and gas industry could result in the reduction in demand for our energy and pumps products and services, and could have a material adverse effect on our [removed: financial condition,] [added: consolidated] results of [removed: operations] [added: operations, financial position] and cash flows.

Approximately [removed: 39%] [added: 42%] of our revenues from continuing operations for [removed: 2015] [added: 2016] and [removed: 40%] [added: 39%] of our revenues for [removed: 2014] [added: 2015] were derived outside the United States.

| o | political, [removed: social,] [added: social] and economic instability and disruptions; |

If we are unable to successfully manage the risks associated with expanding our global business or adequately manage operational risks of our existing international operations, the risks could have a material adverse effect on our growth strategy involving expansion into new geographical [removed: markets or] [added: markets,] our [added: reputation, our consolidated] results of [removed: operations and] [added: operations,] financial [removed: position.][added: position and cash flows.]

We conduct business through our subsidiaries in many different countries, and fluctuations in currency exchange rates could have a significant impact on [removed: the] [added: our] reported [added: consolidated] results of operations, [added: financial condition and cash flows,] which are presented in U.S. dollars.

For example, foreign exchange rates had an unfavorable impact on our revenue for the year ended December 31, [removed: 2015.][added: 2016.]

Accordingly, significant changes in currency exchange rates, particularly the Euro, Pound Sterling, Swiss franc, Chinese Renminbi (Yuan), [added: Brazilian real] and the Canadian dollar, could cause fluctuations in the reported results of our businesses’ operations that could negatively affect our results of operations.

| • | Increasing product/service and price competition by international and domestic competitors, including new entrants, and our inability to introduce new and competitive products could cause our businesses to generate lower revenue, operating [removed: profits,] [added: profits] and cash flows. |

Our ability to compete effectively depends on how successfully we anticipate and respond to various competitive factors, including new products and services that may be introduced by competitors, changes in customer preferences, new business models and [removed: technologies,] [added: technologies] and pricing pressures.

If our businesses are unable to anticipate their competitors’ development of new products and [removed: services,] [added: services] and/or identify customer needs and preferences on a timely basis, or successfully introduce new products and services in response to such competitive factors, they could lose customers to competitors.

If our businesses do not compete effectively, we may experience lower revenue, operating [removed: profits,] [added: profits] and cash flows.

| • | Our businesses and their profitability and reputation could be adversely affected by domestic and foreign governmental and public policy [removed: changes (including environmental and employment regulations and tax policies such as export subsidy programs, research and experimentation credits, carbon emission regulations, and other similar programs),] [added: changes,] risks associated with emerging markets, changes in statutory tax [removed: rates,] [added: rates] and unanticipated outcomes with respect to tax audits. |

Our businesses’ domestic and international sales and operations are subject to risks associated with changes in [removed: local government laws] [added: laws, regulations and policies] (including environmental and [removed: export/import laws),] [added: employment] regulations, [added: export/import laws, tax policies such as export subsidy programs] and [removed: policies.][added: research and experimentation credits, carbon emission regulations and other similar programs).]

Failure to comply with any of [removed: these laws] [added: the foregoing] could result in civil and criminal, [removed: monetary,] [added: monetary] and non-monetary penalties as well as potential damage to our reputation.

In addition, we cannot provide assurance that our costs of complying with new and evolving regulatory reporting requirements and current or future laws, including environmental protection, employment, data security, data [removed: privacy,] [added: privacy] and [added: health and safety laws, will not exceed our estimates.]

In addition, we have invested in certain countries, including Brazil, Russia, [removed: India,] [added: India] and China, and may in the future invest in other countries, any of which may carry high levels of currency, political, compliance, or economic risk.

Our effective tax rate is impacted by changes in the mix among earnings in countries with differing statutory tax rates, changes in the valuation allowance of deferred tax [removed: assets,] [added: assets] and changes in tax laws.

If these audits result in assessments different from amounts estimated, then our [removed: financial] [added: consolidated] results [added: of operations, financial position and cash flows] may be adversely affected by unfavorable tax adjustments.

| • | Some of our businesses may not anticipate, adapt to, or capitalize on technological developments and this could cause these businesses to become less competitive and lead to reduced market share, revenue, operating [removed: profits,] [added: profits] and cash flows. |

If these businesses are unable to adapt to the rapid technological changes, it could adversely affect our consolidated results of operations, financial [removed: position,] [added: position] and cash flows.

| • | We could lose customers or generate lower revenue, operating [removed: profits,] [added: profits] and cash flows if there are significant increases in the cost of raw materials (including energy) or if we are unable to obtain raw materials. |

We purchase raw materials, [removed: sub-assemblies,] [added: sub-assemblies] and components for use in our manufacturing operations, which expose us to volatility in prices for certain commodities.

Consequently, a significant price increase in raw materials, or their unavailability, may result in a loss of customers and adversely impact [removed: revenue, operating profits,] [added: our consolidated results of operations, financial condition] and cash flows.

We may [removed: be unable to] [added: not] achieve [added: the] synergies originally anticipated, [added: may become] exposed to unexpected liabilities or [removed: unable] [added: may not be able] to sufficiently integrate completed acquisitions into our current business and growth model.

These factors could potentially have an adverse impact on our [removed: operating profits] [added: consolidated results of operations, financial condition] and cash flows.

If we are unable to reduce costs and expenses through our various programs, it could adversely affect our [removed: operating profits] [added: consolidated results of operations, financial condition] and cash flows.

| • | Unforeseen developments in contingencies such as litigation [added: and product recalls] could adversely affect our [added: consolidated results of operations,] financial [removed: condition.] [added: condition and cash flows.] |

We and certain of our subsidiaries are, and from time to time may become, parties to a number of legal proceedings incidental to their businesses involving alleged injuries arising out of the use of their products, exposure to hazardous substances, or patent infringement, employment [removed: matters,] [added: matters] and commercial disputes.

[added: The defense of these lawsuits may require significant] expenses and divert management’s attention, and we may be required to pay damages that could adversely affect our [added: consolidated results of operations,] financial [removed: condition.][added: condition and cash flows.]

Certain of the acquisition agreements by which we have acquired companies require the former owners to indemnify us against certain liabilities related to the operation of [removed: the company] [added: those companies] before we acquired [removed: it.][added: them.]

We cannot be assured that any of these indemnification provisions will fully protect us, and as a result we may face unexpected liabilities that adversely affect our [removed: profitability and] [added: consolidated results of operations,] financial [removed: position.][added: condition and cash flows.]

| • | Failure to attract, [removed: retain,] [added: retain] and develop personnel or to provide adequate succession plans for key management could have an adverse effect on our [removed: operating results.] [added: consolidated results of operations, financial condition and cash flows.] |

Our growth, [removed: profitability,] [added: profitability] and effectiveness in conducting our operations and executing our strategic plans depend in part on our ability to attract, [removed: retain,] [added: retain] and develop qualified personnel, align them with appropriate [removed: opportunities,] [added: opportunities] and maintain adequate succession plans for key management positions and support for strategic initiatives.

If we are unsuccessful in these efforts, our [removed: operating] [added: consolidated] results [added: of operations, financial condition and cash flows] could be adversely affected and we could miss opportunities for growth and efficiencies.

We depend on various information technologies throughout our company to [removed: administer,] store and [added: process information and] support [removed: multiple] [added: our] business activities.

Prices of oil began to recover in late 2016 but there can be no assurance that increases will continue.

| o | government export controls, economic sanctions, embargoes or trade restrictions, including compliance with U.S. government licenses such as the U.S. Treasury’s Office of Foreign Assets Control’s General License H, violation of which could result in penalties and denial of export privileges; |

We may be exposed to product recalls and adverse public relations if our products are alleged to have defects, to cause property damage, to cause injury or illness, or if we are alleged to have violated governmental regulations.

For example, during the fourth quarter of 2016, we determined there was a quality issue with a product component part in the Fluids segment and voluntarily reported this issue to the U.S. Consumer Product Safety Commission (“CPSC”).

We are finalizing a plan to announce a voluntary recall of the product in conjunction with the CPSC.

A product recall could result in substantial and unexpected expenditures, which would reduce operating profit and cash flow.

In addition, a product recall may require significant management attention.

Product recalls may hurt the value of our brands and lead to decreased demand for our products.

Product recalls also may lead to increased scrutiny by federal, state or international regulatory agencies of our operations and increased litigation and could have a material adverse effect on our consolidated results of operations, financial condition and cash flows.

| • | Our operations and businesses are subject to cybersecurity and privacy risks. |

We also manufacture and sell hardware and software products, and in some cases, we also provide services that support customer business activities, such as transmitting payment information, providing mobile monitoring services and capturing operational data.

breaches, other manipulation, disruption, misappropriation or improper use of our systems or networks, financial losses from remedial actions, loss of business or potential liability, adverse media coverage, legal claims or legal proceedings, including regulatory investigations and actions, and/or damage to our reputation.

| • | If we experience work stoppages, union and works council campaigns and other labor disputes, our productivity and results of operations could be adversely impacted. |

We have a number of collective bargaining units in the United States and various foreign collective labor arrangements.

We are subject to potential work stoppages, union and works council campaigns and other labor disputes, any of which could adversely impact our productivity, reputation, consolidated results of operations, financial condition and cash flows.

| --- | --- |

In addition, many of our manufacturing operations and suppliers are located outside the United States.

| o | government embargoes or trade restrictions; |

| o | import and export controls; |

A significant and growing portion of our products are manufactured in lower-cost locations and sold in various countries.

health and safety laws, will not exceed our estimates.

The defense of these lawsuits may require significant

| • | Our business operations may be adversely affected by information systems interruptions or intrusion. |

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand our results of operations and financial condition for the three years ended December 31, [removed: 2015.][added: 2016, 2015 and 2014.]

[removed: | ◦ |] Critical Accounting Policies and [removed: Recent Accounting Standards |][added: Estimates]

Dover is a diversified global manufacturer delivering innovative equipment and components, specialty [removed: systems] [added: systems, consumable supplies, software] and [added: digital solutions and] support services through four [removed: major] operating segments: Energy, Engineered Systems, [removed: Fluids,] [added: Fluids] and Refrigeration & Food Equipment.

[removed: Full] [added: For the] year [removed: 2015] [added: ended December 31, 2016,] consolidated revenue from continuing operations was [removed: $7.0] [added: $6.8] billion, a decrease of [removed: $796.4 million] [added: $0.2 billion] or [removed: 10.3%,] [added: 2.3%,] as compared to the prior year.

This decrease included a decline in organic revenue of [removed: 9.8%,] [added: 5.4%, a 3.0% impact from dispositions and] an unfavorable impact of [removed: 3.9%] [added: 1.0%] from foreign currency, [removed: and 0.1% decline due to a disposed product line,] partially offset by [removed: a 3.5% increase in] acquisition-related [removed: revenue.][added: growth of 7.1%.]

The decline in organic revenue within our Energy segment was largely attributable to [removed: the significant deterioration within the oil] [added: a significantly lower U.S. rig count] and [removed: gas markets.][added: end customer capital spending compared to the prior year.]

[removed: Our] Fluids segment revenue [added: for the year ended December 31, 2015] decreased $31.3 million, or 2.2%, [added: compared to the prior year,] comprised of [removed: 0.8%] [added: an unfavorable foreign currency translation impact of 5.4%, offset by] organic revenue growth [added: of 0.8%] and [removed: 2.4% revenue] [added: acquisition-related] growth [removed: attributable to acquisitions, offset by 5.4% unfavorability due to foreign currency.][added: of 2.4%.]

[removed: Gross] [added: For the year ended December 31, 2015, our gross] profit decreased $406.1 million, or [removed: 13.7%,] [added: 13.7%] to $2.6 [removed: billion,] [added: billion compared with 2014,] primarily [removed: as a result of] [added: due to] the [added: significant] decline in [added: organic] sales [added: volumes, especially in our Energy segment,] partially offset by supply chain cost containment initiatives and the benefits of prior restructuring actions.

[added: For further discussion related to our] consolidated and segment results, see "Consolidated Results of Operations" and "Segment Results of Operations," respectively, within [removed: Management's Discussion and Analysis of Financial Condition and Results of Operations.][added: MD&A.]

[removed: The decrease] [added: Included] in [removed: full company bookings included] [added: this result was] a [removed: decrease in organic bookings of 11.8%,] 3.6% [added: decline from organic bookings, 3.1% decline due to dispositions and 0.8% impact] as a result of unfavorable foreign exchange rates, [removed: and a 0.1% decrease due to dispositions, partially] [added: which were] offset by [removed: a 3.2%] [added: 7.5%] increase [removed: in] [added: due to] acquisition-related bookings.

Overall, our book-to-bill [removed: was 0.98, a slight decrease] [added: remained flat] from the prior [removed: year's book-to-bill of] [added: year at] 1.00.

Backlog as of December 31, [removed: 2015] [added: 2016] was [removed: $994.6 million, down] [added: $1.1 billion, up] from [removed: $1.2 billion] [added: $994.6 million] from the prior year.

These [removed: businesses] [added: acquisitions] were acquired [removed: primarily] to complement and expand upon existing operations within [removed: our Fluids and] [added: the] Engineered Systems [removed: segments.][added: and Fluids segments, respectively.]

[removed: In 2015] [added: For the year ended December 31, 2016,] we continued our history of increasing our annual dividend payments to shareholders and paid a total of [removed: $258.0] [added: $267.7] million in dividends to our shareholders.

This [removed: growth] [added: increase] will be comprised of [removed: an] [added: growth from acquisitions of approximately 10%,] organic revenue [removed: decline] [added: growth] of [removed: 1%] [added: 3%] to [removed: 4%, growth] [added: 5%, partially offset by the impact] from [removed: acquisitions] [added: dispositions] of approximately [removed: 7%,] [added: 1%] and a negative impact from foreign currency [added: translation] of approximately 2%.

We expect to generate free cash flow in [removed: 2016] [added: 2017] of approximately 11.0% of revenue.

In total, we expect full year diluted earnings per share from continuing operations ("EPS") to be in the range of [removed: $3.85] [added: $3.40] to [removed: $4.05.][added: $3.60.]

Our [removed: 2016] [added: 2017] guidance includes the impact of disposed [removed: product lines,] [added: businesses,] the [added: net] benefit [removed: of previously executed] [added: from] restructuring [removed: actions and share repurchases,] [added: activities] and the impact of foreign currency translation.

[removed: As discussed in] [added: See] Note 3 [added: —] Disposed and Discontinued Operations [removed: to] [added: in] the Consolidated Financial Statements in Item 8 of this Form [removed: 10-K, in the fourth quarter of 2014, we reclassified certain businesses in the Engineered Systems segment to discontinued operations based on our decision to divest] [added: 10-K for additional information regarding] these [added: disposed] businesses.

| (dollars in thousands, except per share figures) | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2015] [added: 2016] vs. [removed: 2014] [added: 2015] | | | [removed: 2014] [added: 2015] vs. [removed: 2013] [added: 2014] | |

| Revenue | | $ | [removed: 6,956,311] [added: 6,794,342] | | | $ | [removed: 7,752,728] [added: 6,956,311] | | | $ | [removed: 7,155,096] [added: 7,752,728] | | | [removed: (10.3] [added: (2.3] | )% | | [removed: 8.4] [added: (10.3] | [removed: %] [added: )%] |

| Cost of goods and services | | [removed: 4,388,167] [added: 4,322,373] | | | | [removed: 4,778,479] [added: 4,388,167] | | | | [removed: 4,376,505] [added: 4,778,479] | | | | [removed: (8.2] [added: (1.5] | )% | | [removed: 9.2] [added: (8.2] | [removed: %] [added: )%] |

| Gross profit | | [removed: 2,568,144] [added: 2,471,969] | | | | [removed: 2,974,249] [added: 2,568,144] | | | | [removed: 2,778,591] [added: 2,974,249] | | | | [removed: (13.7] [added: (3.7] | )% | | [removed: 7.0] [added: (13.7] | [removed: %] [added: )%] |

| Gross profit margin | | [removed: 36.9] [added: 36.4] | | % | | [removed: 38.4] [added: 36.9] | | % | | [removed: 38.8] [added: 38.4] | | % | | [removed: (1.5] [added: (0.5] | ) | | [removed: (0.4] [added: (1.5] | ) |

| [removed: Selling] [added: Selling, general] and administrative expenses | | [removed: 1,647,382] [added: 1,757,523] | | | | [removed: 1,758,765] [added: 1,647,382] | | | | [removed: 1,616,921] [added: 1,758,765] | | | | [removed: (6.3] [added: 6.7] | [removed: )%] [added: %] | | [removed: 8.8] [added: (6.3] | [removed: %] [added: )%] |

| [removed: Selling] [added: Selling, general] and administrative [added: expenses] as a percent of revenue | | [removed: 23.7] [added: 25.9] | | % | | [removed: 22.7] [added: 23.7] | | % | | [removed: 22.6] [added: 22.7] | | % | | [removed: 1.0] [added: 2.2] | | | [removed: 0.1] [added: 1.0] | |

| Other income, net | | [removed: (7,105] [added: (7,930] | | ) | | [removed: (5,902] [added: (7,105] | | ) | | [removed: (4,970] [added: (5,902] | | ) | | [removed: nm*] [added: 11.6] | [added: %] | | [removed: nm*] [added: 20.4] | [added: %] |

| Provision for income taxes | | [removed: 204,729] [added: 180,440] | | | | [removed: 316,067] [added: 204,729] | | | | [removed: 248,459] [added: 316,067] | | | | [removed: (35.2] [added: (11.9] | )% | | [removed: 27.2] [added: (35.2] | [removed: %] [added: )%] |

| Effective tax rate | | [removed: 25.6] [added: 26.2] | | % | | [removed: 28.9] [added: 25.6] | | % | | [removed: 23.8] [added: 28.9] | | % | | [removed: (3.3] [added: 0.6] | [removed: )] | | [removed: 5.1] [added: (3.3] | [added: )] |

| Earnings from continuing operations | | [removed: 595,881] [added: 508,892] | | | | [removed: 778,140] [added: 595,881] | | | | [removed: 797,527] [added: 778,140] | | | | [removed: (23.4] [added: (14.6] | )% | | [removed: (2.4] [added: (23.4] | )% |

| Earnings (loss) from discontinued operations, net | | [removed: 273,948] [added: —] | | | | [removed: (2,905] [added: 273,948] | | [removed: )] | | [removed: 205,602] [added: (2,905] | | [added: )] | | nm* | | | nm* | |

| Earnings from continuing operations per common share - diluted | | $ | [removed: 3.74] [added: 3.25] | | | $ | [removed: 4.61] [added: 3.74] | | | $ | [removed: 4.60] [added: 4.61] | | | [removed: (18.9] [added: (13.1] | )% | | [removed: 0.2] [added: (18.9] | [removed: %] [added: )%] |

[removed: Our 2015 consolidated] [added: For the year ended December 31, 2015,] revenue decreased $796.4 million, or 10.3% to $7.0 billion compared [removed: to] [added: with] 2014, reflecting an organic decline of 9.8%, an unfavorable impact of 3.9% from foreign currency [removed: translation,] [added: translation] and [removed: 0.1%] [added: a] decline due to a [removed: disposed product line,] [added: disposition of 0.1%,] offset by [added: acquisition-related] growth [removed: from acquisitions] of 3.5%.

Acquisition growth [removed: of 3.5%] was largely driven by the [removed: recent] acquisitions of JK [removed: Group,] [added: Group within our Engineered Systems segment and] Gala [removed: Industries,] [added: Industries] and Reduction Engineering Scheer within our [removed: Engineered Systems and] Fluids [removed: segments, respectively as well as the full-year benefit from the October 2014 acquisition of Accelerated within the Energy] segment.

[removed: Our] [added: For the year ended December 31, 2016, our] gross profit decreased [removed: $406.1] [added: $96.2] million, or [removed: 13.7%, in 2015] [added: 3.7%, to $2.5 billion] compared with [removed: 2014,] [added: 2015,] primarily due to the [removed: significant] decline in sales volumes [added: and a product recall charge of $23.2 million,] partially offset by supply chain cost containment initiatives and the benefits of prior restructuring actions.

[removed: Selling] [added: Selling, General] and Administrative Expenses

[removed: Selling] [added: For the year ended December 31, 2015, selling, general] and administrative expenses decreased $111.4 million, or [removed: 6.3%, in 2015] [added: 6.3% to $1.6 billion] compared with 2014 reflecting the impact of cost savings realized as the result of restructuring programs and reduced discretionary spending.

As a percentage of revenue, [removed: selling] [added: selling, general] and administrative expenses increased 100 basis points in 2015 to 23.7%, reflecting deleveraging of fixed administrative costs, particularly within the Energy segment.

Additionally, higher restructuring costs of $8.9 million [added: in 2015] as compared to 2014 also contributed to higher [removed: selling] [added: selling, general] and administrative expenses relative to the revenue base.

[removed: Interest] [added: For the year ended December 31, 2015, interest] expense, [removed: net,] [added: net of interest income,] remained relatively flat at $127.3 million [removed: in 2015] [added: compared with 2014] due to higher interest rates on commercial paper year over year offset by lower interest on the Euro-denominated debt and on the $400.0 million notes issued [removed: during the fourth quarter.][added: in October 2015.]

Please see "Non-GAAP Disclosures" at the end of this Item 7 for further detail on these financial measures.

Our Energy segment revenue decreased $375.2 million, or 25.3%, from the prior year, comprised of an organic revenue decline of 24.4% and an unfavorable impact from foreign currency translation of 0.9%.

Organic growth was primarily driven by strong markets in our Printing & Identification platform.

The decline in organic revenue impacted both the Fluids Transfer and Pumps end markets as a result of weak longer cycle oil and gas markets and the associated effect of reduced capital spending by our customers.

Within our Refrigeration & Food Equipment segment, revenue decreased $111.1 million, or 6.4%, from the prior year, including a 6.4% decline due to dispositions, an unfavorable impact from foreign currency translation of 0.2%, offset by modest organic revenue growth of 0.2%.

Gross profit was $2.5 billion for the year ended December 31, 2016, a decrease of $96.2 million, or 3.7%, as compared to the prior year.

The decrease was primarily a result of the decline in revenue partially offset by supply chain cost containment initiatives and the benefits of prior restructuring actions.

Gross profit margin was 36.4% for the year ended December 31, 2016 compared to 36.9% for the prior year.

Bookings were flat over the prior year at $6.8 billion for the year ended December 31, 2016.

Bookings declined 23.7% and 4.2% within our Energy and Refrigeration & Food Equipment segments, respectively, while bookings in our Fluids and Engineered Systems segments increased 26.0% and 2.6%, respectively.

From a geographic perspective, our US activity, excluding Energy, was flat year-over-year, on an organic basis.

Including Energy, our U.S. activity declined due to weakness in oil and gas-related end markets.

Both European and China activities improved year-over-year on an organic basis.

During the year we continued to adjust our cost structure to better align with the current economic environment resulting in full year 2016 restructuring charges of $40.2 million.

These actions were concentrated within our Energy and Fluids segments with charges of $18.5 million and $16.9 million, respectively, for the year ended December 31, 2016.

For the full year 2016, Dover made a total of six acquisitions for a net cash consideration totaling $1.6 billion.

We completed the acquisition of the dispenser and system businesses of Tokheim Group S.A.S ("Tokheim") in the first quarter of 2016, as well as the acquisitions of Fairbanks Environmental LTD and ProGauge in the retail fueling space in the second quarter of 2016.

These businesses joined our Fluids segment.

In the third quarter of 2016, we also acquired Alliance Wireless Technologies, Inc. ("AWTI") in the Engineered Systems segment.

During the fourth quarter of 2016, the Company completed the acquisitions of Ravaglioli S.p.A.

Group ("RAV"), a provider of automotive service equipment, and Wayne Fueling Systems Ltd. ("Wayne"), a provider of fuel dispensing, payment systems and monitoring and optimization software for retail and commercial fuel stations.

See Note 2 — Acquisitions in the Consolidated Financial Statements in Item 8 of this Form 10-K for further details regarding the businesses acquired during the year.

In addition, in 2016, as part of the regular review of our portfolio and the fit of our businesses, we completed the divestitures of the Texas Hydraulics and Tipper Tie businesses.

These disposals did not represent strategic shifts in operations and, therefore, did not qualify for presentation as discontinued operations.

Upon disposal of these businesses, we recognized total proceeds for Texas Hydraulics and Tipper Tie of $47.3 million and $158.9 million, which resulted in an after-tax gain on sale of $11.2 million and $57.0 million, respectively.

In 2017, we expect total consolidated revenue growth of 10% to 12% as compared to 2016.

We expect all of our segments to contribute to our overall organic growth.

Within the Energy segment, we are encouraged by the recovery in the North American rig count and oil prices and have developed our full year estimate on an average U.S. rig count of 680 to 700 and an average price per barrel of oil of approximately $55.

We anticipate corporate expense in 2017 to be approximately $125 million, up $12 million from current year results, primarily reflecting increases in compensation and increased investments as we further implement Dover Business Services ("DBS") across the company.

We expect to generate free cash flow in 2017 of approximately 11% of revenue.

| Interest expense | | 136,401 | | | | 131,676 | | | | 131,689 | | | | 3.6 | % | | — | % |

| Interest income | | (6,759 | | ) | | (4,419 | | ) | | (4,510 | | ) | | 53.0 | % | | (2.0 | )% |

| Gain on sale of businesses | | (96,598 | | ) | | — | | | | — | | | | nm* | | | nm* | |

For the year ended December 31, 2016, revenue decreased $162.0 million, or 2.3% to $6.8 billion compared with 2015, reflecting an organic decline of 5.4%, a 3.0% impact from dispositions and an unfavorable impact of 1.0% from foreign currency translation, offset by growth from acquisitions of 7.1%.

Decline in organic revenue was attributable to weakness in U.S. oil and gas-related end markets as well as reduced capital spending by our customers.

Acquisition growth of 7.1% was largely driven by the acquisitions of Tokheim and Wayne within our Fluids segment and RAV within our Engineered Systems segment, as well as the full-year benefit from the fourth quarter 2015 acquisitions.

Gross profit margin declined 50 basis points primarily due to margin declines in our Energy segment.

For the year ended December 31, 2016, selling, general and administrative expenses increased $110.1 million, or 6.7% to $1.8 billion compared with 2015, primarily reflecting the impact of acquisition-related depreciation and amortization expense, acquisition-related deal costs and increased headcount.

The increase is also impacted by increased investment in DBS, offset by lower restructuring charges and the benefits of previously implemented cost reduction actions.

As a percentage of revenue, selling, general and administrative expenses increased 220 basis points in 2016 to 25.9%, reflecting deleveraging of fixed administrative costs and acquisition-related costs on lower revenue.

These include organic revenue, organic revenue growth, free cash flow and adjusted working capital.

Organic revenue and organic growth refer to revenue and revenue growth excluding the impacts of foreign exchange, acquisitions and divestitures.

Free cash flow is operating cash flow less capital spending, while adjusted working capital refers to accounts receivable, plus inventory, less accounts payable.

The MD&A is organized as follows:

| | |

| --- | --- |

| • | Overview and Outlook |

| • | Consolidated Results of Operations |

| • | Segment Results of Operations |

| • | Financial Condition |

| ◦ | Cash Flow Summary and Liquidity and Capital Resources |

| ◦ | Non-GAAP Disclosures |

Our Energy segment revenue decreased $533.6 million, or 26.4%, from the prior year.

This decrease included a 34.3% decline in organic revenue and a 1.4% decrease due to foreign currency impacts, partially offset by 9.3% of acquisition related growth.

Within our Engineered Systems segment, revenue decreased $43.1 million, or 1.8%, from the prior year.

In spite of this overall decline, organic revenue grew 3.2% and acquisitions contributed 0.9% growth which was offset by 5.9% of the unfavorable impact of foreign currency rates.

Within our Refrigeration & Food Equipment segment revenue declined $189.8 million, or 9.9%, from the prior year, including declines of 7.8% in organic revenue, 2.4% related to foreign currency, and 0.4% due to the disposition of a product line (See Note 3 Disposed and Discontinued Operations for additional information), partially offset by 0.7% of acquisition related growth.

For further discussion related to our

Bookings decreased 12.3% over the prior year to $6.8 billion, driven primarily by weakness within our Energy segment which declined 29.1%.

Bookings across the Engineered Systems, Fluids, and Refrigeration & Food Equipment segments decreased by 5.7%, 5.8% and 7.8%, respectively.

From a geographic perspective, revenue declined in North America, Europe, Asia, and Latin America.

The decrease in North America was primarily driven by the significant deterioration of oil and gas markets and the loss of share with a major food retail customer.

The decrease in Europe and Latin America was primarily due to the unfavorable impact of foreign currency rates.

Asia was down modestly due to weakness in industrial markets in China.

We acquired four businesses in 2015 for total net consideration of $567.8 million.

In addition, in 2015, in conjunction with the regular review of our portfolio and the fit of our businesses, we completed the divestitures of the Sargent Aerospace and Datamax O'Neil businesses, which were previously classified as discontinued operations.

We also completed the divestiture of a product line within our Refrigeration & Food Equipment segment during the fourth quarter of 2015.

The operating results of this business remain within our consolidated results for 2015 as the disposal did not qualify to be classified as a discontinued operation.

During 2015, we continued our focus on operating efficiencies through our Dover Excellence Program.

This program focuses on free cash flow generation, productivity to support the ongoing investment in product innovation and customer expansion activities, the continuous evaluation of operating efficiencies, and the continued consolidation of back office support.

As a result of the Dover Excellence Program focus, we generated free cash flow of $794.8 million or 11.4% of revenue, an increase of $10.7 million and 13 basis points over the prior year.

In addition the Dover Excellence Program's focus on supply chain initiatives generated approximately $40 million in cost savings during 2015.

During the year we also took actions to right-size our businesses to reflect difficult market conditions, especially within our Energy segment.

These actions resulted in full year 2015 restructuring charges of $55.2 million, of which $30.8 million was within the Energy segment.

The 2016 cost savings expected to be realized as a result of the restructuring programs and other cost management actions initiated in 2015 is expected to be within the range of $40.0 million to $50.0 million.

We expect additional programs may be implemented throughout 2016 with related restructuring charges in the range of $10 to $20 million.

During the year ended December 31, 2015, the Company purchased a total of approximately 8.2 million shares of its common stock in the open market at a total cost of $600.2 million, or approximately $72.94 per share.

These share repurchases were made under the January 2015 share authorization through which the Board of Directors authorized total repurchases of 15 million shares of the Company's common stock.

As of December 31, 2015, the approximate number of shares still available for repurchase under the January 2015 share repurchase authorization was 6.8 million.

In 2016, we expect revenue growth in our Engineered Systems, Fluids and Refrigeration & Food Equipment segments.

The information required by this section is incorporated by reference to the section, [removed: Financial] [added: "Financial] Instruments and Risk [removed: Management,] [added: Management",] included within the MD&A in Item 7.

Dover [added: Corporation] is a diversified global manufacturer delivering innovative equipment and components, specialty [removed: systems] [added: systems, consumable supplies, software] and [added: digital solutions and] support services through four [removed: major] operating segments: Energy, Engineered Systems, [removed: Fluids,] [added: Fluids] and Refrigeration & Food Equipment.

The Company's entrepreneurial business model encourages, [removed: promotes,] [added: promotes] and fosters deep customer engagement and collaboration, which has led to Dover's well-established and valued reputation for providing superior customer service and industry-leading product innovation.

Unless the context indicates otherwise, references herein to "Dover," "the Company," and words such as "we," "us," [removed: and] [added: or] "our" include Dover Corporation and its [added: consolidated] subsidiaries.

Dover is headquartered in Downers Grove, Illinois and currently employs approximately [removed: 26,000] [added: 29,000] people worldwide.

Dover's businesses are aligned in four segments [removed: and] organized around our key end markets focused on growth strategies.

[removed: The] [added: Our] segment structure is also designed to provide increased opportunities to leverage Dover's scale and capitalize on productivity initiatives.

Dover's four [added: operating] segments are as follows:

| • | Our Energy segment, serving the Drilling & Production, Bearings & [removed: Compression,] [added: Compression] and Automation end markets, is a provider of customer-driven solutions and services for safe and efficient production and processing of fuels worldwide and has a strong presence in the bearings and compression components and automation markets. |

| • | Our Engineered Systems segment is comprised of two platforms, Printing & Identification and [removed: Industrials,] [added: Industrials] and is focused on the design, manufacture and service of critical equipment and components serving the fast-moving consumer goods, digital textile printing, vehicle service, environmental solutions and industrial end markets. |

| • | Our Refrigeration & Food Equipment segment is a provider of innovative and energy efficient equipment and systems serving the commercial [removed: refrigeration] [added: Refrigeration] and [removed: food service] [added: Food Equipment] end markets. |

The following table shows the percentage of total revenue and segment earnings generated by each of our four [added: operating] segments for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013:][added: 2014:]

| | [added: 2016 | | |] 2015 | | | 2014 | | | [removed: 2013] [added: 2016] | | | 2015 | | | 2014 | | [removed: | 2013 | |]

| Energy | [removed: 21] [added: 16] | % | | [removed: 26] [added: 21] | % | | 26 | % | | [removed: 17] [added: 6] | % | | [removed: 34] [added: 17] | % | | [removed: 35] [added: 34] | % |

| Engineered Systems | [removed: 34] [added: 35] | % | | [removed: 31] [added: 34] | % | | [removed: 30] [added: 31] | % | | [removed: 36] [added: 42] | % | | [removed: 29] [added: 36] | % | | [removed: 27] [added: 29] | % |

| Fluids | [removed: 20] [added: 25] | % | | [removed: 18] [added: 20] | % | | 18 | % | | [removed: 26] [added: 22] | % | | [removed: 19] [added: 26] | % | | [removed: 17] [added: 19] | % |

| Refrigeration & Food Equipment | [removed: 25] [added: 24] | % | | 25 | % | | [removed: 26] [added: 25] | % | | [removed: 21] [added: 30] | % | | [removed: 18] [added: 21] | % | | [removed: 21] [added: 18] | % |

Our businesses are committed to operational excellence and to being market leaders as measured by market share, customer service, growth, [removed: profitability,] [added: profitability] and return on invested capital.

Our operating structure of four business segments allows for focused acquisition activity, accelerates opportunities to identify and capture operating synergies, including global sourcing and supply chain integration, [added: shared services] and [added: manufacturing and] advances the development of our executive talent.

Our segment and executive management set strategic direction, initiatives and goals for our operating [removed: companies,] [added: companies] and also provide oversight, allocate and manage capital, are responsible for major [removed: acquisitions,] [added: acquisitions] and provide other services.

We foster an operating culture with high ethical standards, trust, [removed: respect,] [added: respect] and open communication, designed to allow individual growth and operational effectiveness.

In addition, we are committed to creating value for our customers, [removed: employees,] [added: employees] and shareholders through sustainable business practices that protect the environment and the development of products that help our customers meet their sustainability goals.

Our companies are increasing their focus on efficient energy usage, greenhouse gas [removed: reduction,] [added: reduction] and waste management as they strive to meet the global environmental needs of today and tomorrow.

First, we are committed to achieving annual organic sales growth of 3% to 5% over a long-term business cycle, absent [removed: extraordinary] [added: adverse] economic conditions, complemented by acquisition growth.

Second, we continue to focus on segment margin expansion through productivity initiatives, including supply chain activities, targeted, thoughtful restructuring activities, strategic [removed: pricing,] [added: pricing] and portfolio shaping.

Third, we are committed to generating free cash flow as a percentage of sales [removed: greater than] [added: of approximately] 11% through strong [added: earnings] performance, productivity [removed: improvements,] [added: improvements] and active working capital management.

We support these goals through (1) alignment of management compensation with financial objectives, (2) well-defined and actively managed merger and acquisition [removed: processes,] [added: processes] and (3) talent development programs.

In particular, our businesses are well-positioned to capitalize on trends in the areas of global energy demand, continuous productivity improvement, sustainability, energy efficiency, consumer product [removed: safety,] [added: safety] and growth of consumerism in emerging economies.

[removed: For instance, our] [added: Our] Energy [removed: segment, despite recent market trends,] [added: segment] is focusing on expansion in high growth regions and technologies, accelerating capabilities to drive international [removed: growth,] [added: growth] and increasing investment in innovation to drive customer productivity and cash flow.

Our Engineered Systems segment combines its engineering technology, unique product [removed: advantages,] [added: advantages] and applications expertise to address market needs and requirements including [added: conversion to] digital [removed: conversion,] [added: textile printing,] productivity solutions, sustainability, consumer product [removed: safety,] [added: safety] and growth in emerging economies.

The Fluids segment is focused on accelerated growth within the chemical/plastics, retail fueling, fluid transfer, [removed: industrial,] [added: industrial] and hygienic markets as well as globalizing brands across geographies while expanding sales channels and engineering support.

In particular, we are pursuing further growth in the [added: retail fueling,] hygienic and [added: pharma and] polymers/plastics markets.

Our Refrigeration & Food Equipment segment is responding to our customers’ energy [removed: efficiency, sustainability] [added: efficiency] and [removed: food safety] [added: sustainability] concerns [removed: as a result of government regulations,] [added: and unique merchandising requirements] with innovative new products.

We are committed to operational excellence through our Dover Excellence [added: ("DEx")] program.

This program focuses on free cash flow generation, productivity to support [removed: the] ongoing investment in product innovation and customer expansion activities, the continuous evaluation of operating [removed: efficiencies,] [added: efficiencies] and the continued consolidation of back office support.

Through this program we have implemented various productivity initiatives, such as supply chain management and lean [removed: manufacturing] [added: manufacturing,] to maximize our efficiency as well as workplace safety initiatives to help ensure the health and welfare of our employees.

We have also developed regional support centers and shared manufacturing centers in the [removed: U.S.,] [added: United States,] China, [removed: Brazil,] [added: Brazil] and India.

Our businesses generate annual free cash flow of approximately [added: 10% to] 11% of revenue.

To do this, we grow and support our existing [removed: businesses,] [added: businesses] with average annual investment in capital spending [removed: approximating 2 -] [added: of approximately 2% to] 2.5% of revenue with a focus on internal projects to expand markets, develop [removed: products,] [added: products] and boost productivity.

[removed: We continue to evaluate] [added: Businesses in] our portfolio [added: are continually evaluated] for strategic fit and [removed: intend to make additional] [added: our] acquisitions [removed: focused on] [added: are targeted in] our key growth markets which include printing and identification, refrigeration and food equipment, pumps and fluid [removed: transfers] [added: transfer] and select energy markets.

We consistently provide shareholder returns by paying dividends, which have increased annually over each of the last [removed: 60] [added: 61] years.

Most notably, we believe that product innovations like the Spirit Genesis Pump Off Controller within our Energy segment, CNrG tailgate within our Engineered Systems segment, EvoClean laundry system within our Fluids segment and AdvansorFlex CO2 refrigeration system and Vista Elite Cooler Door within our Refrigeration & Food Equipment segment help to make a positive difference for the environment while providing value to shareholders and customers.

Additionally in 2016, we began to invest in our Dover Business Services ("DBS") shared service centers which will bring significant value to Dover by providing important transactional and value added services to our operating companies in the areas of finance, information technology and human resources.

Our model allows us to leverage scale across Dover, increase process efficiencies through technology and specialization and reduce risk through centralized controls.

Ultimately, our mission is to serve our operating companies by freeing resources normally dedicated to transactional services to allow those resources to focus on customers, markets and product excellence.

We will also consider opportunistic share repurchases as part of our capital allocation strategy to offset the impact of dilution.

Over the past three years (2014 through 2016), we have spent over $2.9 billion to purchase 17 businesses.

During 2016, we acquired six businesses for an aggregate consideration of $1.6 billion, net of cash acquired.

These businesses include Tokheim Group S.A.S., Fairbanks Environmental LTD, ProGauge and Wayne Fueling Systems Ltd. to expand our Fluids segment's retail fueling portfolio and Alliance Wireless Technologies, Inc. and Ravaglioli S.p.A.

Group to complement the Industrials platform within our Engineered Systems segment.

During 2015, we acquired four businesses for an aggregate purchase price of $567.8 million, net of cash acquired.

During the past three years (2014 through 2016) we have sold six businesses for aggregate consideration of $1.1 billion.

During 2016, we completed the sale of Texas Hydraulics and Tipper Tie, within the Engineered Systems and Refrigeration & Food Equipment segments, respectively.

These disposals did not represent strategic

shifts in operations and, therefore, did not qualify for presentation as discontinued operations.

Our businesses serving the global vehicle service market provide products and services used primarily in vehicle repair and maintenance, including light and heavy duty vehicle lifts, wheel service equipment, vehicle diagnostics and vehicle collision repair solutions.

Products are sold to national dealership networks, original equipment manufacturers ("OEM"), national multi-shop operations ("MSO") Groups, independent repair and service shops, large national accounts and government/transit customers through a network of distributors and channel partners.

Engineered Systems' products are manufactured primarily in the United States and Europe and are sold throughout the world directly and through a network of distributors.

Our businesses serving the retail fueling market tend to increase sequentially through the year based on the historical purchasing patterns of their customers.

The following table shows annual revenue derived from customers outside the United States.

We are near our goal for reducing overall energy intensity and have surpassed our goal for reducing greenhouse gas intensity.

We will continue to work proactively to maintain these goals to reduce carbon emissions amidst acquisition and business growth.

In addition, we are broadening our product offerings targeted toward retail refrigeration and food service customers with enhanced productivity and merchandising products.

We will also continue to repurchase our shares to offset the impact of dilution, as a minimum.

Over the past three years (2013 – 2015), we have spent over $1.7 billion to purchase 21 businesses that strategically fit within our business model.

In the fourth quarter of 2015, we acquired three businesses for an aggregate purchase price of $561.3 million.

Accelerated, now part of our Drilling and Production businesses, is an integrated provider of equipment, parts, and services for handling fluids in oil and gas production.

In 2013, we acquired 10 businesses for aggregate consideration of $322.8 million, including Finder Pompe, which we acquired in the fourth quarter of 2013 for approximately $142.2 million to expand our Fluids portfolio.

Subsequent to year end, we acquired the dispenser and system businesses of Tokheim Group S.A.S. ("Tokheim") for a purchase price of approximately €411.3 million, or $448.7 million.

Tokheim will be integrated with our Fluid Transfer end market within our Fluids segment and will enable us to provide the most complete solutions available for our retail fueling customers.

We routinely review our portfolio to evaluate whether our businesses continue to be essential contributors to our long-term strategy.

Accordingly, in an effort to reduce our exposure to cyclical markets and focus on our higher margin growth spaces, during the past three years (2013 – 2015) we have sold five businesses for aggregate consideration of $957.1 million.

safety requirements and growth in emerging markets.

In addition, our businesses serving the textile market are benefiting from a significant shift from analog to digital printing, resulting from shorter runs and more complex fashion designs, as well as increasing regulatory and environmental standards.

A few of our subsidiaries are involved in legal proceedings relating to the cleanup of waste disposal sites identified under federal and state statutes which provide for the allocation of such costs among "potentially responsible parties." In each instance, the extent of the subsidiary’s liability appears to be [removed: very small] [added: relatively insignificant] in relation to the total projected expenditures and the number of other "potentially responsible parties" involved and it is anticipated to be immaterial to us on a consolidated basis.

At December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] we have reserves totaling [removed: $30.6] [added: $30.0] million and [removed: $32.9] [added: $30.6] million, respectively, for environmental and other matters, including private party claims for exposure to hazardous substances, that are probable and estimable.

These proceedings primarily involve claims by private parties alleging injury arising out of use of the Company’s products, exposure to hazardous substances, patent infringement, employment [removed: matters,] [added: matters] and commercial disputes.

Management and legal counsel, at least quarterly, review the probable outcome of such proceedings, the costs and expenses reasonably expected to be incurred and currently accrued [removed: to-date,] [added: to-date] and the availability and extent of insurance coverage.

The Company has reserves for [added: other] legal matters that are probable and estimable and [removed: not otherwise covered by insurance, and] at December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] these reserves are not significant.

For fiscal year ended December 31, [removed: 2015][added: 2016]

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the close of business on June 30, [removed: 2015] [added: 2016] was [removed: $10,980,690,400.][added: $10,669,106,014.]

The registrant’s closing price as reported on the New York Stock Exchange-Composite Transactions for June 30, [removed: 2015] [added: 2016] was [removed: $70.18] [added: $69.32] per share.

The number of outstanding shares of the registrant’s common stock as of January [removed: 29, 2016] [added: 27, 2017] was [removed: 155,009,407.][added: 155,502,313.]

Documents Incorporated by Reference: Part III — Certain Portions of the Proxy Statement for Annual Meeting of Shareholders to be held on May 5, [removed: 2016] [added: 2017] (the [removed: “2016] [added: “2017] Proxy Statement”).

[removed: Forward-looking] [added: Such] statements [added: concern future events and] may be indicated by words or phrases such as "anticipates," "expects," "believes," "suggests," "will," "plans," "should," "would," "could," and "forecast," or the use of the future tense and similar words or phrases.

Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from current expectations, including, but not limited to, [added: economic conditions generally and changes in economic conditions globally and in the markets and industries served by our businesses, including] oil and [added: 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 [removed: Dover’s] [added: our] customers and changes in the level of oil and natural gas exploration and development; changes in customer demand and capital spending; [removed: economic conditions generally and changes in economic conditions globally and in markets served by Dover businesses, including well activity and U.S. industrials activity; Dover’s ability] [added: risks related] to [removed: achieve expected savings from integration and other cost-control initiatives, such as lean] [added: our international operations] and [removed: productivity programs as well as efforts] [added: the ability of our businesses] to [removed: reduce sourcing input costs;] [added: expand into new geographic markets;] the impact of interest rate and currency exchange rate fluctuations; [removed: the ability of Dover's businesses to expand into new geographic markets; Dover's ability to identify] [added: increased competition] and [removed: successfully consummate value-adding acquisition opportunities or planned divestitures;] [added: pricing pressures;] the impact of loss of a significant customer, or loss or non-renewal of significant contracts; the ability of [removed: Dover's] [added: our] businesses to [added: 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; [removed: increased competition and pricing pressures;] the impact of loss of a single-source manufacturing facility; short-term capacity constraints; [removed: increases in the cost of raw materials;] domestic and foreign governmental and public policy changes or developments, including [added: import/export laws and sanctions, tax policies,] environmental [removed: regulations,] [added: regulations and] conflict minerals disclosure [removed: requirements, tax policies,] [added: requirements; increases in the cost of raw materials; our ability to identify] and [removed: export/import laws; protection] [added: successfully consummate value-adding acquisition opportunities or planned divestitures,] and [removed: validity of patent] [added: to realize anticipated earnings] and [added: synergies from acquired businesses and joint ventures; our ability to achieve expected savings from integration and] other [removed: intellectual property rights;] [added: cost-control initiatives, such as lean and productivity programs as well as efforts to reduce sourcing input costs;] the impact of legal [removed: matters and legal] compliance [removed: risks; conditions] [added: risks] and [removed: events affecting domestic] [added: litigation, including product recalls; indemnification obligations related to acquired or divested businesses; cybersecurity] and [removed: global financial] [added: privacy risks; protection] and [removed: capital markets;] [added: validity of patent] and [added: other intellectual property rights; goodwill or intangible asset impairment charges;] a downgrade in [removed: Dover's] [added: our] credit ratings which, among other matters, could make obtaining financing more difficult and [removed: costly.][added: costly; and work stoppages, union and works council campaigns and other labor disputes which could impact our productivity.]

Certain of these risks and uncertainties are described in more detail in [removed: "Item] [added: Item] 1A.

[removed: Risk] [added: "Risk] Factors" of this Annual Report on Form 10-K.

The Company may, from time to time, post financial or other information on its [removed: Internet] website, www.dovercorporation.com.

The [removed: Internet address] [added: website] is for informational purposes only and is not intended for use as a hyperlink.

| [Item [removed: 1.](#sD80678E940FE55F7BBD888192F95F36D)] [added: 1.](#sCF391C0CA2415028A119FDBF7125BEE2)] | [removed: [Business](#sD80678E940FE55F7BBD888192F95F36D)] [added: [Business](#sCF391C0CA2415028A119FDBF7125BEE2)] | [removed: [3](#sD80678E940FE55F7BBD888192F95F36D)] [added: [3](#sCF391C0CA2415028A119FDBF7125BEE2)] |

| [Item [removed: 1A.](#s0C3475F621EE5BC58765CB0911141B3C)] [added: 1A.](#sCF3611814A0953FCB094E33D88F6146D)] | [Risk [removed: Factors](#s0C3475F621EE5BC58765CB0911141B3C)] [added: Factors](#sCF3611814A0953FCB094E33D88F6146D)] | [removed: [12](#s0C3475F621EE5BC58765CB0911141B3C)] [added: [12](#sCF3611814A0953FCB094E33D88F6146D)] |

| [Item [removed: 1B.](#s884E69486FCD50DB8093131F88C3A750)] [added: 1B.](#s0CAF70998A545379B54DEBF80D2CB31F)] | [Unresolved Staff [removed: Comments](#s884E69486FCD50DB8093131F88C3A750)] [added: Comments](#s0CAF70998A545379B54DEBF80D2CB31F)] | [removed: [16](#s884E69486FCD50DB8093131F88C3A750)] [added: [17](#s0CAF70998A545379B54DEBF80D2CB31F)] |

| [Item [removed: 2.](#sF7967CD9F9F35E2FAA1C7F165BB192C0)] [added: 2.](#s65CEAC67B66A5942A242B41BA006DF42)] | [removed: [Properties](#sF7967CD9F9F35E2FAA1C7F165BB192C0)] [added: [Properties](#s65CEAC67B66A5942A242B41BA006DF42)] | [removed: [17](#sF7967CD9F9F35E2FAA1C7F165BB192C0)] [added: [18](#s65CEAC67B66A5942A242B41BA006DF42)] |

| [Item [removed: 3.](#s9671A2B8438E56599515513B49711819)] [added: 3.](#s801BF83093375397A35B5C5514B86A43)] | [Legal [removed: Proceedings](#s9671A2B8438E56599515513B49711819)] [added: Proceedings](#s801BF83093375397A35B5C5514B86A43)] | [removed: [17](#s9671A2B8438E56599515513B49711819)] [added: [18](#s801BF83093375397A35B5C5514B86A43)] |

| [Item [removed: 4.](#s192664B32A325D5B919BB5B31123F456)] [added: 4.](#s230B05B717CE53A9AAD479286C0A63C9)] | [Mine Safety [removed: Disclosures](#s192664B32A325D5B919BB5B31123F456)] [added: Disclosures](#s230B05B717CE53A9AAD479286C0A63C9)] | [removed: [17](#s192664B32A325D5B919BB5B31123F456)] [added: [18](#s230B05B717CE53A9AAD479286C0A63C9)] |

| | [Executive Officers of the [removed: Registrant](#s890E13E894BC5AC08BBC9434DF98BBF2)] [added: Registrant](#s616EDAAF488F5031AF8E4F0CDB304152)] | [removed: [18](#s890E13E894BC5AC08BBC9434DF98BBF2)] [added: [19](#s616EDAAF488F5031AF8E4F0CDB304152)] |

| [Item [removed: 5.](#s7BD8CF046D26592492E5F0EFDEAFD788)] [added: 5.](#sA1D5EF777DB1548290C482F9145BEF1B)] | [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#s7BD8CF046D26592492E5F0EFDEAFD788)] [added: Securities](#sA1D5EF777DB1548290C482F9145BEF1B)] | [removed: [20](#s7BD8CF046D26592492E5F0EFDEAFD788)] [added: [21](#sA1D5EF777DB1548290C482F9145BEF1B)] |

| [Item [removed: 6.](#s5EAFC1E6168C5AA9821CCAD47E8635C8)] [added: 6.](#s081873355AC159CFA0F2B434C004DDC9)] | [Selected Financial [removed: Data](#s5EAFC1E6168C5AA9821CCAD47E8635C8)] [added: Data](#s081873355AC159CFA0F2B434C004DDC9)] | [removed: [23](#s5EAFC1E6168C5AA9821CCAD47E8635C8)] [added: [23](#s081873355AC159CFA0F2B434C004DDC9)] |

| [Item [removed: 7.](#sB15DD5529F8257A59AF3FBC6905B6FE7)] [added: 7.](#sD57417637A2B548F84BEA7F4B1CFF0DD)] | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sB15DD5529F8257A59AF3FBC6905B6FE7)] [added: Operations](#sD57417637A2B548F84BEA7F4B1CFF0DD)] | [removed: [24](#sB15DD5529F8257A59AF3FBC6905B6FE7)] [added: [24](#sD57417637A2B548F84BEA7F4B1CFF0DD)] |

| [Item [removed: 7A.](#s75B1817D70475DE6BE9C33A24AA3BFA8)] [added: 7A.](#s0F0E995C96395BD7A6F32E4DBE75A372)] | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s75B1817D70475DE6BE9C33A24AA3BFA8)] [added: Risk](#s0F0E995C96395BD7A6F32E4DBE75A372)] | [removed: [49](#s75B1817D70475DE6BE9C33A24AA3BFA8)] [added: [48](#s0F0E995C96395BD7A6F32E4DBE75A372)] |

| [Item [removed: 8.](#sA728A819FDB050FB9839F9A81BAB9C44)] [added: 8.](#s7D4B6B9FDE5E5A3EAE25E278C82C8603)] | [Financial Statements and Supplementary [removed: Data](#sA728A819FDB050FB9839F9A81BAB9C44)] [added: Data](#s7D4B6B9FDE5E5A3EAE25E278C82C8603)] | [removed: [50](#sA728A819FDB050FB9839F9A81BAB9C44)] [added: [49](#s7D4B6B9FDE5E5A3EAE25E278C82C8603)] |

| [Item [removed: 9.](#s07738D63D36D5019A6EE3F44B3E926C9)] [added: 9.](#s24EC481111315799AA2865B2F7980CC0)] | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s07738D63D36D5019A6EE3F44B3E926C9)] [added: Disclosure](#s24EC481111315799AA2865B2F7980CC0)] | [removed: [98](#s07738D63D36D5019A6EE3F44B3E926C9)] [added: [96](#s24EC481111315799AA2865B2F7980CC0)] |

| [Item [removed: 9A.](#s424864C9B6BE596EA83510414251F69B)] [added: 9A.](#s3B5E95F2E5255377A127C9282137F758)] | [Controls and [removed: Procedures](#s424864C9B6BE596EA83510414251F69B)] [added: Procedures](#s3B5E95F2E5255377A127C9282137F758)] | [removed: [98](#s424864C9B6BE596EA83510414251F69B)] [added: [96](#s3B5E95F2E5255377A127C9282137F758)] |

| [Item [removed: 9B.](#sAD2D9034E063555098D2B553665272F5)] [added: 9B.](#sC0EFDA5B01275FE5A49CACA83D142918)] | [Other [removed: Information](#sAD2D9034E063555098D2B553665272F5)] [added: Information](#sC0EFDA5B01275FE5A49CACA83D142918)] | [removed: [98](#sAD2D9034E063555098D2B553665272F5)] [added: [96](#sC0EFDA5B01275FE5A49CACA83D142918)] |

| [PART [removed: III](#sD03ABAAD0E6A528494E726F79FB85E05)] [added: III](#sE095D944CFC455ECBC222366F1DACA33)] | | |

| [Item [removed: 10.](#sB002B5B381465DEF9C61F33C6D8F7585)] [added: 10.](#sB3B7C685E05F5768A8CB689098DD3F40)] | [Directors and Executive Officers and Corporate [removed: Governance](#sB002B5B381465DEF9C61F33C6D8F7585)] [added: Governance](#sB3B7C685E05F5768A8CB689098DD3F40)] | [removed: [99](#sB002B5B381465DEF9C61F33C6D8F7585)] [added: [97](#sB3B7C685E05F5768A8CB689098DD3F40)] |

| [Item [removed: 11.](#s723153412C7659E886AA5435DC944452)] [added: 11.](#s895F77AC45805DECB7B191E6A425E45E)] | [Executive [removed: Compensation](#s723153412C7659E886AA5435DC944452)] [added: Compensation](#s895F77AC45805DECB7B191E6A425E45E)] | [removed: [100](#s723153412C7659E886AA5435DC944452)] [added: [98](#s895F77AC45805DECB7B191E6A425E45E)] |

| [Item [removed: 12.](#sD94212BB082B59F7BC771FB4DD046FA5)] [added: 12.](#s1098DD72DF46510F8E7478F9A310DF9E)] | [Security Ownership of certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#sD94212BB082B59F7BC771FB4DD046FA5)] [added: Matters](#s1098DD72DF46510F8E7478F9A310DF9E)] | [removed: [100](#sD94212BB082B59F7BC771FB4DD046FA5)] [added: [98](#s1098DD72DF46510F8E7478F9A310DF9E)] |

| [Item [removed: 13.](#s76D7D84CE2C15C268C0599B681F591E1)] [added: 13.](#s9DFBEB64AFA7597F8B73F0F859FB515B)] | [Certain Relationships and Related Transactions and Director [removed: Independence](#s76D7D84CE2C15C268C0599B681F591E1)] [added: Independence](#s9DFBEB64AFA7597F8B73F0F859FB515B)] | [removed: [101](#s76D7D84CE2C15C268C0599B681F591E1)] [added: [99](#s9DFBEB64AFA7597F8B73F0F859FB515B)] |

| [Item [removed: 14](#s3335B08E4583571EA10EF55352DCD8A6).] [added: 14](#sD3F5676FE24257F59A4A3B0C802C3AFA).] | [Principal Accountant Fees and [removed: Services](#s3335B08E4583571EA10EF55352DCD8A6)] [added: Services](#sD3F5676FE24257F59A4A3B0C802C3AFA)] | [removed: [101](#s3335B08E4583571EA10EF55352DCD8A6)] [added: [99](#sD3F5676FE24257F59A4A3B0C802C3AFA)] |

| [Item [removed: 15.](#s478DE812B6795E09B04BDC687E98DD15)] [added: 15.](#s2C107A329DA252D59E0FD36BB13CFCCC)] | [Exhibits, Financial Statement [removed: Schedules](#s478DE812B6795E09B04BDC687E98DD15)] [added: Schedules](#s2C107A329DA252D59E0FD36BB13CFCCC)] | [removed: [101](#s478DE812B6795E09B04BDC687E98DD15)] [added: [99](#s2C107A329DA252D59E0FD36BB13CFCCC)] |

10-K 1 a2016123110-k.htm 10-K

| 1.250% Notes due 2026 | | New York Stock Exchange |

Forward-looking statements address matters that are uncertain, including, by way of example only: 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.

In this Annual Report on Form 10-K, we refer to measures used by management to evaluate performance, including a number of financial measures that are not defined under accounting principles generally accepted in the United States of America.

We include reconciliations to provide more details on the use and derivation of these financial measures.

Please see "Non-GAAP Disclosures" at the end of Item 7 for further detail.

| [PART I](#sEA2388BAE5BD5C8B93FD5E1E7FBC8DCB) | | |

| [PART II](#s039144B026EB5EF4A75509812021ABD9) | | |

| [PART IV](#s94BFC2A2DF6252B385C0B7680CF8C421) | | |

| [Item 16.](#s45bfbed012fd44a7b856fce726bd399a) | [Summary](#s45bfbed012fd44a7b856fce726bd399a) | [99](#s45bfbed012fd44a7b856fce726bd399a) |

| [SIGNATURES](#s033E81EDF7D15752B8C95137F04FA65C) | | [100](#s033E81EDF7D15752B8C95137F04FA65C) |

| [EXHIBIT INDEX](#sA45D08FC08665FFA833CC1EF9644459A) | | [102](#sA45D08FC08665FFA833CC1EF9644459A) |

10-K 1 a2015123110-k.htm 10-K

Such statements relate to, among other things, operating and strategic plans, income, earnings, cash flows, foreign exchange, changes in operations, acquisitions, industries in which Dover businesses operate, anticipated market conditions and our positioning, global economies, and operating improvements.

| [PART I](#s0B440DF9D4085BB8AE67F1869D545D80) | | |

| [PART II](#s88B4D7DCB36756A692E6DD7049071116) | | |

| [PART IV](#sDFE64361F8AA50E49E038006C84CA9B8) | | |

| [SIGNATURES](#s371EF19562A25815B64A9646CEF5BC7A) | | [102](#s371EF19562A25815B64A9646CEF5BC7A) |

| [EXHIBIT INDEX](#s12E445043F4454198CFB1787A045190C) | | [104](#s12E445043F4454198CFB1787A045190C) |

The number, type, location and size of the properties used by our operations as of December 31, [removed: 2015] [added: 2016] are shown in the following charts, by segment:

| Refrigeration & Food Equipment | [removed: 25] [added: 24] | | | [removed: 18] [added: 10] | | | [removed: 26] [added: 11] | | | [removed: 69] [added: 3] | | | [removed: 1,802] [added: 48] | | | [removed: 2,522] [added: 1] | | [added: | 10 | |]

| Engineered Systems | [removed: 42] [added: 40] | | | [removed: 43] [added: 53] | | | 42 | | | [removed: 1] [added: 2] | | | [removed: 128] [added: 137] | | | 1 | | | [removed: 12] [added: 11] | |

| Fluids | [removed: 19] [added: 18] | | | [removed: 18] [added: 25] | | | [removed: 21] [added: 32] | | | [removed: 1] [added: 4] | | | [removed: 59] [added: 79] | | | 1 | | | 10 | |

| Refrigeration & Food Equipment | [removed: 31 | | | 11] [added: 17] | | | [removed: 12] [added: 15] | | | [removed: 3] [added: 20] | | | [removed: 57] [added: 52] | | | [removed: 1] [added: 1,569] | | | [removed: 15] [added: 2,586] | |

| Energy | 43 | | | 44 | | | 65 | | | 152 | | | 2,425 | | | 1,455 | |

| Engineered Systems | 40 | | | 40 | | | 76 | | | 156 | | | 3,592 | | | 1,912 | |

| Fluids | 43 | | | 15 | | | 49 | | | 107 | | | 2,398 | | | 3,454 | |

| Energy | 139 | | | 4 | | | — | | | 3 | | | 146 | | | 1 | | | 15 | |

| Energy | 58 | | | 56 | | | 61 | | | 175 | | | 2,668 | | | 1,524 | |

| Engineered Systems | 38 | | | 33 | | | 81 | | | 152 | | | 3,176 | | | 1,688 | |

| Fluids | 40 | | | 13 | | | 21 | | | 74 | | | 7,756 | | | 2,429 | |

| Energy | 125 | | | 5 | | | — | | | 4 | | | 134 | | | 1 | | | 15 | |

Our executive officers as of February [removed: 12, 2016,] [added: 10, 2017,] and their positions with Dover (and, where relevant, prior business experience) for the past five years, are as follows:

| Robert A. Livingston | | [removed: 62] [added: 63] | | Chief Executive Officer and Director (since December 2008) and President (since June 2008). |

| Ivonne M. Cabrera | | [removed: 49] [added: 50] | | Senior Vice President, General Counsel and Secretary of Dover (since January 2013); prior thereto Vice President, Deputy General Counsel, and Assistant Secretary of Dover (from November 2012 to December 2012); prior thereto Vice President, Business Affairs and General Counsel of Knowles Electronics, LLC (from February 2011 to December 2012); prior thereto Vice President (from May 2010 to February 2011), Deputy General Counsel and Assistant Secretary (from February 2004 to February 2011) of Dover. |

| Brad M. Cerepak | | [removed: 56] [added: 57] | | Senior Vice President and Chief Financial Officer (since May 2011) of Dover; prior thereto Vice President and Chief Financial Officer (from August 2009 to May 2011) of Dover. |

| C. Anderson Fincher | | [removed: 45] [added: 46] | | Vice President (since May 2011) of Dover and President and Chief Executive Officer (since February 2014) [added: of Dover Engineered Systems; prior thereto] and Executive Vice President (from November 2011 to February 2014) of Dover Engineered Systems; prior thereto Executive Vice President (from May 2009 to November 2011) of Dover Industrial Products. |

| Jay L. Kloosterboer | | [removed: 55] [added: 56] | | Senior Vice President, Human Resources (since May 2011) of Dover; prior thereto Vice President, Human Resources (from January 2009 to May 2011) of Dover. |

| William [removed: C. Johnson] [added: T. Bosway] | | [removed: 52] [added: 51] | | Vice President [removed: (since May 2014)] of Dover and President and Chief Executive Officer (since [removed: February 2014)] [added: June 2016)] of Dover Refrigeration & Food Equipment; prior thereto [removed: President and Chief Executive Officer] [added: Group Vice President, Solutions & Technology] (from [removed: August 2006] [added: May 2008] to [removed: March 2014)] [added: June 2016)] of [removed: Hill Phoenix Inc.] [added: Emerson’s Climate Technologies.] |

| Sivasankaran Somasundaram | | [removed: 50] [added: 51] | | Vice President (since January 2008) of Dover and President and Chief Executive Officer (since August 2013) of Dover Energy; prior thereto Executive Vice President (from November 2011 to August 2013) of Dover Energy; prior thereto Executive Vice President (from January 2010 to November 2011) of Dover Fluid Management; President (from January 2008 to December 2009) of Dover's Fluid Solutions Platform. |

| William W. Spurgeon, Jr. | | [removed: 57] [added: 58] | | Vice President (since October 2004) of Dover and President and Chief Executive Officer (since February 2014) of Dover Fluids; prior thereto President and Chief Executive Officer (from August 2013 to February 2014) of Dover Engineered Systems; prior thereto President and Chief Executive Officer (from November 2011 to August 2013) of Dover Energy; prior thereto President and Chief Executive Officer (from July 2007 to November 2011) of Dover Fluid Management. |

| Russell E. Toney | | [removed: 46] [added: 47] | | Senior Vice President, Global Sourcing (since February 2015) of Dover; prior thereto General Manager, Market Development (from January 2013 to February 2015) of GE Energy Management; prior thereto Commercial Leader (from January 2011 to January 2013) of GE Energy Global Industries; prior thereto General Manager, Global Sourcing (from March 2007 to January 2011) of GE Energy Services. |

| Sandra A. Arkell | | [removed: 47] [added: 48] | | Vice President, Controller (since August 2015) of Dover; prior thereto Assistant Controller (2009 to August 2015) of Dover. |

| Paul E. Goldberg | | [removed: 52] [added: 53] | | Vice President, Investor Relations (since November 2011) of Dover; prior thereto Treasurer and Director of Investor Relations (from February 2006 to November 2011) of Dover. |

| James M. Moran | | [removed: 50] [added: 51] | | Vice President, Treasurer (since November 2015) of Dover; prior thereto Senior Vice President and Treasurer (June 2013 to August 2015) of Navistar International Corporation (“NIC”); prior thereto Vice President and Treasurer (2008 to June 2013) of NIC; also served as Senior Vice President and Treasurer of Navistar, Inc. (June 2013 to August 2015) and Vice President and Treasurer of Navistar, Inc. (2008 to June 2013); also served as Senior Vice President and Treasurer of Navistar Financial Corporation (“NFC”) (April 2013 to August 2015) and Vice President and Treasurer of NFC (January 2013 to April 2013). |

| Patrick M. Burns | | 54 | | Senior Vice President, Strategy (since September 2016) of Dover; prior thereto Vice President, Corporate Strategy (from January 2014 to June 2016) of Johnson Controls; Vice President, Marketing, Strategy and M&A (from December 2012 to December 2013) of Danaher Corporation; Vice President & General Manager (from September 2011 to December 2012) of Danaher Corporation. |

| Stephen Gary Kennon | | 57 | | Senior Vice President of Dover and President (since February 2016) of Dover Business Services; prior thereto Executive Vice President (from 2014) to February 2016) of Dover Engineered Systems; prior thereto President and Chief Executive Officer of Vehicle Services Group (2005 to 2014). |

| Anthony K. Kosinski | | 50 | | Vice President, Tax (since June 2016) of Dover; prior thereto Director, Domestic Tax (June 2003 to June 2016) of Dover. |

| Stephen R. Sellhausen | | 57 | | Senior Vice President, Corporate Development (since May 2011) of Dover; prior thereto Vice President, Corporate Development (from January 2009 to May 2011) of Dover. |

| Kevin P. Buchanan | | 60 | | Vice President, Tax (since July 2010) of Dover; prior thereto Deputy General Counsel, Tax (from November 2009 to June 2010) and Vice President, Tax (from May 2000 to October 2009) of Monsanto Company. |

| | Market Prices | | | | | | | | Dividends per Share | | | | Market Prices [removed: (1)] | | | | | | | | Dividends per Share | | |

The number of holders of record of Dover common stock as of January [removed: 29, 2016] [added: 27, 2017] was approximately [removed: 19,701.][added: 19,309.]

As of December 31, [removed: 2015,] [added: 2016,] the number of shares still available for repurchase under the January 2015 share repurchase authorization was 6,771,458.

This performance graph does not constitute soliciting material, is not deemed filed with the [removed: SEC,] [added: Securities] and [added: Exchange Commission ("SEC"), and] is not incorporated by reference in any of our filings under the Securities Act of 1933 or the Exchange Act of 1934, whether made before or after the date of this Form 10-K and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate this performance graph by reference therein.

[removed: ][added: ]

This graph assumes $100 invested on December 31, [removed: 2010] [added: 2011] in Dover [removed: Corporation] common stock, the S&P 500 [removed: index,] [added: index] and a peer group index.

The [removed: 2015] [added: 2016] peer index consists of the following [removed: 35] [added: 32] public companies selected by [removed: the Company.][added: Dover.]

| [removed: Cameron International] [added: Amphenol] Corp. | Illinois Tool Works Inc. | [removed: Teledyne Technologies] [added: Textron] Inc. |

| Carlisle Companies Inc. | Ingersoll-Rand PLC | [removed: Textron Inc.] [added: The Timken Company] |

| Corning Inc. | Lennox International Inc. | [removed: The Timken Company] [added: United Technologies Corp.] |

| Crane Company | Nordson Corp. | [removed: Tyco International Limited] [added: Vishay Intertechnology Inc.] |

| Danaher Corporation | Parker-Hannifin Corp. | [removed: United Technologies Corp.] [added: Weatherford International PLC] |

| | 2016 | | | | | | | | | | | | 2015 | | | | | | | | | | |

| First Quarter | $ | 66.30 | | | $ | 52.65 | | | $ | 0.42 | | | $ | 74.50 | | | $ | 68.59 | | | $ | 0.40 | |

| Second Quarter | 72.08 | | | | 62.31 | | | | 0.42 | | | | 77.77 | | | | 69.40 | | | | 0.40 | | |

| Third Quarter | 74.53 | | | | 67.10 | | | | 0.44 | | | | 70.03 | | | | 55.99 | | | | 0.42 | | |

| Fourth Quarter | 77.13 | | | | 65.53 | | | | 0.44 | | | | 66.57 | | | | 56.51 | | | | 0.42 | | |

| | | | | | | | | | $ | 1.72 | | | | | | | | | | | $ | 1.64 | |

The Company did not purchase any shares under this program in 2016.

| 3M Company | Honeywell International Inc. | Snap-On Inc. |

| Actuant Corp. | Hubbell Incorporated | SPX Corporation |

| AMETEK Inc. | IDEX Corporation | Teledyne Technologies Inc. |

| Eaton Corporation | Pentair PLC | |

| Emerson Electric Co. | Regal Beloit Corp. | |

| Flowserve Corporation | Rockwell Automation Inc. | |

| FMC Technologies Inc. | Roper Industries Inc. | |

| | 2015 | | | | | | | | | | | | 2014 | | | | | | | | | | |

| First Quarter | $ | 74.50 | | | $ | 68.59 | | | $ | 0.400 | | | $ | 81.02 | | | $ | 67.34 | | | $ | 0.375 | |

| Second Quarter | 77.77 | | | | 69.40 | | | | 0.400 | | | | 90.11 | | | | 79.69 | | | | 0.375 | | |

| Third Quarter | 70.03 | | | | 55.99 | | | | 0.420 | | | | 90.22 | | | | 79.94 | | | | 0.400 | | |

| Fourth Quarter | 66.57 | | | | 56.51 | | | | 0.420 | | | | 82.76 | | | | 67.76 | | | | 0.400 | | |

| | | | | | | | | | $ | 1.640 | | | | | | | | | | | $ | 1.550 | |

| | |

| --- | --- |

| (1) | Due to the February 28, 2014 distribution of Knowles, the high and low close prices shown above for each quarter prior to the distribution have been adjusted for comparability purposes. |

No repurchases were made in the fourth quarter of 2015.

| 3M Company | FMC Technologies Inc. | Rockwell Automation Inc. |

| Actuant Corp. | Honeywell International Inc. | Roper Industries Inc. |

| AMETEK Inc. | Hubbell Incorporated | Snap-On Inc. |

| Amphenol Corp. | IDEX Corporation | SPX Corporation |

| Eaton Corporation | Pentair Limited | Vishay Intertechnology Inc. |

| Emerson Electric Co. | Precision Castparts Corp. | Weatherford International Limited |

| Flowserve Corporation | Regal Beloit Corp. | |

| in thousands except per share data | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| Revenue | | $ | [removed: 6,956,311] [added: 6,794,342] | | | $ | [removed: 7,752,728] [added: 6,956,311] | | | $ | [removed: 7,155,096] [added: 7,752,728] | | | $ | [removed: 6,626,648] [added: 7,155,096] | | | $ | [removed: 6,051,011] [added: 6,626,648] | |

| Earnings from continuing operations | | [removed: 595,881] [added: 508,892] | | | | [removed: 778,140] [added: 595,881] | | | | [removed: 797,527] [added: 778,140] | | | | [removed: 650,075] [added: 797,527] | | | | [removed: 579,348] [added: 650,075] | | |

| Net earnings | | [removed: 869,829] [added: 508,892] | | | | [removed: 775,235] [added: 869,829] | | | | [removed: 1,003,129] [added: 775,235] | | | | [removed: 811,070] [added: 1,003,129] | | | | [removed: 895,243] [added: 811,070] | | |

| Continuing operations | | $ | [removed: 3.78] [added: 3.28] | | | $ | [removed: 4.67] [added: 3.78] | | | $ | [removed: 4.66] [added: 4.67] | | | $ | [removed: 3.58] [added: 4.66] | | | $ | [removed: 3.12] [added: 3.58] | |

| Discontinued operations | | [added: — | | | |] 1.74 | | | | (0.02 | | ) | | 1.20 | | | | 0.89 | | | [removed: | 1.70 | | |]

| Net earnings | | [removed: 5.52] [added: 3.28] | | | | [removed: 4.65] [added: 5.52] | | | | [removed: 5.86] [added: 4.65] | | | | [removed: 4.47] [added: 5.86] | | | | [removed: 4.82] [added: 4.47] | | |

| Weighted average shares outstanding | | [removed: 157,619] [added: 155,231] | | | | [removed: 166,692] [added: 157,619] | | | | [removed: 171,271] [added: 166,692] | | | | [removed: 181,551] [added: 171,271] | | | | [removed: 185,882] [added: 181,551] | | |

| Continuing operations | | $ | [removed: 3.74] [added: 3.25] | | | $ | [removed: 4.61] [added: 3.74] | | | $ | [removed: 4.60] [added: 4.61] | | | $ | [removed: 3.53] [added: 4.60] | | | $ | [removed: 3.07] [added: 3.53] | |

| Discontinued operations | | [added: — | | | |] 1.72 | | | | (0.02 | | ) | | 1.18 | | | | 0.88 | | | [removed: | 1.67 | | |]

| Net earnings | | [removed: 5.46] [added: 3.25] | | | | [removed: 4.59] [added: 5.46] | | | | [removed: 5.78] [added: 4.59] | | | | [removed: 4.41] [added: 5.78] | | | | [removed: 4.74] [added: 4.41] | | |

| Weighted average shares outstanding | | [removed: 159,172] [added: 156,636] | | | | [removed: 168,842] [added: 159,172] | | | | [removed: 173,547] [added: 168,842] | | | | [removed: 183,993] [added: 173,547] | | | | [removed: 188,887] [added: 183,993] | | |

| Dividends per common share | | $ | [removed: 1.64] [added: 1.72] | | | $ | [removed: 1.55] [added: 1.64] | | | $ | [removed: 1.45] [added: 1.55] | | | $ | [removed: 1.33] [added: 1.45] | | | $ | [removed: 1.18] [added: 1.33] | |

| Capital expenditures | | $ | [removed: 154,251] [added: 165,205] | | | $ | [removed: 166,033] [added: 154,251] | | | $ | [removed: 141,694] [added: 166,033] | | | $ | [removed: 146,502] [added: 141,694] | | | $ | [removed: 152,764] [added: 146,502] | |

| Depreciation and amortization | | [removed: 327,089] [added: 360,739] | | | | [removed: 307,188] [added: 327,089] | | | | [removed: 278,033] [added: 307,188] | | | | [removed: 229,934] [added: 278,033] | | | | [removed: 193,353] [added: 229,934] | | |

See Note 3 [added: —] Disposed and Discontinued Operations in the Consolidated Financial Statements in Item 8 of this Form 10-K for additional information on disposed and discontinued operations and Note 2 [added: —] Acquisitions for additional information regarding the impact of [removed: 2015] [added: 2016] and [removed: 2014] [added: 2015] acquisitions.

| Total assets | | 10,115,991 | | | | 8,606,076 | | | | 9,018,522 | | | | 10,788,895 | | | | 10,382,872 | | |

| Total debt | | 3,621,187 | | | | 2,754,777 | | | | 3,019,228 | | | | 2,815,715 | | | | 2,788,360 | | |

Certain amounts in prior years have been reclassified to conform to the current year presentation.

| Total assets | | 8,619,763 | | | | 9,030,291 | | | | 10,801,659 | | | | 10,394,628 | | | | 9,430,884 | | |

| Total debt | | 2,768,464 | | | | 3,030,997 | | | | 2,828,479 | | | | 2,800,116 | | | | 2,187,252 | | |

| [removed: [51](#sB0C5041225935B3A9CF8E65455E1F9B2)] [added: [50](#sEA0EDCE1200450DD843CD076AC8FBF4A)] | [Management's Report on Internal Control Over Financial [removed: Reporting](#sB0C5041225935B3A9CF8E65455E1F9B2)] [added: Reporting](#sEA0EDCE1200450DD843CD076AC8FBF4A)] |

| [removed: [52](#s9D79A2F5D9AA5001847F5940FB4ED200)] [added: [51](#s4AD78C518E6B53CB8E92140D62E87E03)] | [Report of Independent Registered Public Accounting [removed: Firm](#s9D79A2F5D9AA5001847F5940FB4ED200)] [added: Firm](#s4AD78C518E6B53CB8E92140D62E87E03)] |

| [removed: [53](#s58709B9EAF105926A8534BA8E4511981)] [added: [52](#s3BB503668D85503F9F0D1E4D739B57EB)] | [Consolidated Statements of [removed: Earnings](#s58709B9EAF105926A8534BA8E4511981)] [added: Earnings](#s3BB503668D85503F9F0D1E4D739B57EB)] |

| [removed: [54](#s8EC61154249B5E05A30A3717F44922C8)] [added: [53](#s0D66C0EAE5D0522B8E1B23BD0054A9CD)] | [Consolidated Statements of Comprehensive [removed: Earnings](#s8EC61154249B5E05A30A3717F44922C8)] [added: Earnings](#s0D66C0EAE5D0522B8E1B23BD0054A9CD)] |

| [removed: [55](#s329A1B622BBC5D68A28A3D89B7FAC6B1)] [added: [54](#s9809A9D0CAFD5B799396694E1868E1D1)] | [Consolidated Balance [removed: Sheets](#s329A1B622BBC5D68A28A3D89B7FAC6B1)] [added: Sheets](#s9809A9D0CAFD5B799396694E1868E1D1)] |

| [removed: [55](#s49E1C8CF87B55CAFBF8E57AABAE96D5E)] [added: [55](#sC55295F4565F52CDA282EA5CDD8B7CB3)] | [Consolidated Statements of Stockholders' [removed: Equity](#s49E1C8CF87B55CAFBF8E57AABAE96D5E)] [added: Equity](#sC55295F4565F52CDA282EA5CDD8B7CB3)] |

| [removed: [56](#s543D4277F00B5AA3A77F63D06825610F)] [added: [56](#s0FD01F698547550BB74854057A2460F5)] | [Consolidated Statements of Cash [removed: Flows](#s543D4277F00B5AA3A77F63D06825610F)] [added: Flows](#s0FD01F698547550BB74854057A2460F5)] |

| [removed: [57](#sFAF416963CF457238251A610E2949901)] [added: [57](#s6A3D0CD48EB75391902FE6E817034CB1)] | [Notes to Consolidated Financial [removed: Statements](#sFAF416963CF457238251A610E2949901)] [added: Statements](#s6A3D0CD48EB75391902FE6E817034CB1)] |

| [removed: [97](#s02E743EF842A5F10BCF99F4185A66D3D)] [added: [95](#sA2F48A7BC5B65B91B4F2BF574312DEC8)] | [Financial Statement Schedule - Schedule II, Valuation and Qualifying [removed: Accounts](#s02E743EF842A5F10BCF99F4185A66D3D)] [added: Accounts](#sA2F48A7BC5B65B91B4F2BF574312DEC8)] |

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2015.][added: 2016.]

Based on its assessment under the criteria set forth in Internal Control — Integrated Framework (2013), management concluded that, as of December 31, [removed: 2015,] [added: 2016,] the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

In making its assessment of internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] management has excluded all companies acquired in purchase business combinations during [removed: 2015.][added: 2016.]

[added: Group and Wayne Fueling Systems, Ltd.] These companies are wholly-owned by the Company and their revenue for the year ended December 31, [removed: 2015] [added: 2016] represents approximately [removed: 0.5%] [added: 5.1%] of the Company’s consolidated total revenue for the same period and their assets represent approximately [removed: 1.4%] [added: 5.8%] of the Company’s consolidated [added: total] assets as of December 31, [removed: 2015.][added: 2016.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2015] [added: 2016] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Dover Corporation and its subsidiaries at December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2015] [added: 2016] in conformity with accounting principles generally accepted in the United States of America.

[removed: Also] [added: In addition,] in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] based on criteria established in Internal Control - Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

[removed: As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded JK] Group, [removed: Gala Industries, Reduction Engineering Scheer,] and [removed: Gemtron] [added: Wayne Fueling Systems Ltd.] from its assessment of internal control over financial reporting as of December 31, [removed: 2015] [added: 2016] because these companies were acquired by the Company in purchase business combinations during [removed: 2015.][added: 2016.]

These companies are wholly-owned [added: subsidiaries] by the Company [removed: and their] [added: whose] total assets and total revenues represent [removed: 1.4%] [added: 5.8%] and [removed: 0.5%,] [added: 5.1%,] respectively, of the related [added: consolidated] financial statement amounts as of and for the year ended December 31, [removed: 2015.][added: 2016.]

| [removed: |] /s/ PricewaterhouseCoopers LLP | | [added: |]

| [removed: |] Chicago, Illinois | | [added: |]

[removed: | | February 12,] 2016 [removed: | |]

| | Years Ended December 31, | | | | | | | [removed: | | | |]

| | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Revenue | $ | [removed: 6,956,311] [added: 6,794,342] | | | $ | [removed: 7,752,728] [added: 6,956,311] | | | $ | [removed: 7,155,096] [added: 7,752,728] | |

| Cost of goods and services | [removed: 4,388,167] [added: 4,322,373] | | | | [removed: 4,778,479] [added: 4,388,167] | | | | [removed: 4,376,505] [added: 4,778,479] | | |

| Gross profit | [removed: 2,568,144] [added: 2,471,969] | | | | [removed: 2,974,249] [added: 2,568,144] | | | | [removed: 2,778,591] [added: 2,974,249] | | |

| [removed: Selling] [added: Selling, general] and administrative expenses | [removed: 1,647,382] [added: 1,757,523] | | | | [removed: 1,758,765] [added: 1,647,382] | | | | [removed: 1,616,921] [added: 1,758,765] | | |

| Operating earnings | [removed: 920,762] [added: 714,446] | | | | [removed: 1,215,484] [added: 920,762] | | | | [removed: 1,161,670] [added: 1,215,484] | | |

| Interest expense, net | [removed: 127,257] [added: $] | [added: 129,642] | | | [removed: 127,179] [added: $] | [added: 127,257] | | | [removed: 120,654] [added: $] | [added: 127,179] | |

| Other income, net | [removed: (7,105] [added: (7,930] | | ) | | [removed: (5,902] [added: (7,105] | | ) | | [removed: (4,970] [added: (5,902] | | ) |

| Earnings before provision for income taxes and discontinued operations | [removed: 800,610] [added: 689,332] | | | | [removed: 1,094,207] [added: 800,610] | | | | [removed: 1,045,986] [added: 1,094,207] | | |

| Provision for income taxes | [removed: 204,729] [added: 180,440] | | | | [removed: 316,067] [added: 204,729] | | | | [removed: 248,459] [added: 316,067] | | |

| Earnings from continuing operations | [removed: 595,881] [added: 508,892] | | | | [removed: 778,140] [added: 595,881] | | | | [removed: 797,527] [added: 778,140] | | |

| [removed: Earnings (loss)] [added: (Earnings) loss] from discontinued operations, net | [removed: 273,948] [added: —] | | | | [removed: (2,905] [added: (273,948] | | ) | | [removed: 205,602] [added: 2,905] | | |

| Net earnings | $ | [removed: 869,829] [added: 508,892] | | | $ | [removed: 775,235] [added: 869,829] | | | $ | [removed: 1,003,129] [added: 775,235] | |

| Basic | $ | [removed: 3.78] [added: 3.28] | | | $ | [removed: 4.67] [added: 3.78] | | | $ | [removed: 4.66] [added: 4.67] | |

| Diluted | $ | [removed: 3.74] [added: 3.25] | | | $ | [removed: 4.61] [added: 3.74] | | | $ | [removed: 4.60] [added: 4.61] | |

| Basic | $ | [removed: 1.74] [added: —] | | | $ | [removed: (0.02] [added: 1.74] | [removed: )] | | $ | [removed: 1.20] [added: (0.02] | [added: )] |

| Diluted | $ | [removed: 1.72] [added: —] | | | $ | [removed: (0.02] [added: 1.72] | [removed: )] | | $ | [removed: 1.18] [added: (0.02] | [added: )] |

The following companies were acquired in purchase business combinations during 2016: Tokheim Group S.A.S., Fairbanks Environmental LTD, ProGauge, Alliance Wireless Technologies, Inc., Ravaglioli S.p.A.

As described in Management’s Report on Internal Control Over Financial Reporting included in Item 8, management has excluded Tokheim Group S.A.S., Fairbanks Environmental LTD, ProGauge, Alliance Wireless Technologies, Inc., Ravaglioli S.p.A.

| February 10, 2017 | | |

| Gain on sale of businesses | (96,598 | | ) | | — | | | | — | | |

| Net earnings | $ | 508,892 | | | $ | 869,829 | | | $ | 775,235 | |

| Other comprehensive loss, net of tax | (104,753 | | ) | | (95,642 | | ) | | (199,959 | | ) |

| Cash and cash equivalents | $ | 349,146 | | | $ | 362,185 | |

| Inventories | 870,487 | | | | 802,895 | | |

| Total current assets | 2,589,191 | | | | 2,419,010 | | |

| Total assets | $ | 10,115,991 | | | $ | 8,606,076 | |

| Long-term debt | 3,206,637 | | | | 2,603,655 | | |

| Treasury stock, at cost: 101,109,186 shares at both December 31, 2016 and 2015 | (4,972,016 | | ) | | (4,972,016 | | ) |

| Total liabilities and stockholders' equity | $ | 10,115,991 | | | $ | 8,606,076 | |

| Net earnings | — | | | | — | | | | — | | | | 508,892 | | | | — | | | | 508,892 | | |

| Dividends paid | — | | | | — | | | | — | | | | (267,739 | | ) | | — | | | | (267,739 | | ) |

| Other | — | | | | 8,492 | | | | — | | | | — | | | | — | | | | 8,492 | | |

| Balance at December 31, 2016 | $ | 256,538 | | | $ | 946,755 | | | $ | (4,972,016 | ) | | $ | 7,927,795 | | | $ | (359,326 | ) | | $ | 3,799,746 | |

| Net earnings | $ | 508,892 | | | $ | 869,829 | | | $ | 775,235 | |

| Gain on sale of businesses | (96,598 | | ) | | — | | | | — | | |

DOVER CORPORATION

Description of Business

Principles of Consolidation

Use of Estimates

The carrying value of cash and cash equivalents approximate fair value.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at face amounts less an allowance for doubtful accounts.

The allowance is an estimate based on historical collection experience, current economic and market conditions and a review of the current status of each customer's trade accounts receivable.

DOVER CORPORATION

Derivative Financial Instruments

For goodwill, impairment tests are required at least annually, or more frequently if events or circumstances indicate that it may be impaired, or when some portion but not all of a reporting unit is disposed of or assets held for sale.

Based on its current organizational structure, the Company identified nine reporting units for which cash flows are determinable and to which goodwill may be allocated.

The Company performs its goodwill impairment test annually in the fourth quarter at the reporting unit level.

We use an income-based valuation method, determining the present value of future cash flows, to estimate the fair value of a reporting unit.

The second step of the goodwill impairment test, if needed, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill.

DOVER CORPORATION

Restructuring Accruals

Foreign Currency

Gains and losses arising from intercompany foreign currency transactions that are of a long-term investment in nature are reported in the same manner as translation adjustments.

Revenue Recognition

Stock-Based Compensation

| | |

| --- | --- |

The following companies were acquired in purchase business combinations during 2015: JK Group, Gala Industries, Reduction Engineering Scheer, and Gemtron.

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it classifies deferred taxes on the balance sheet in 2015.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Inventories, net | 802,895 | | | | 863,737 | | |

| Prepaid and other current assets | 135,209 | | | | 101,905 | | |

| Total current assets | 2,420,779 | | | | 2,833,969 | | |

| Assets of discontinued operations | — | | | | 327,171 | | |

| Total assets | $ | 8,619,763 | | | $ | 9,030,291 | |

| Liabilities of discontinued operations | — | | | | 50,718 | | |

| Common stock in treasury | (4,972,016 | | ) | | (4,371,852 | | ) |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2012 | $ | 254,119 | | | $ | 834,677 | | | $ | 7,199,227 | | | $ | (54,906 | ) | | $ | (3,313,887 | ) | | $ | 4,919,230 | |

| Net earnings | — | | | | — | | | | 1,003,129 | | | | — | | | | — | | | | 1,003,129 | | |

| Dividends paid | — | | | | — | | | | (247,820 | | ) | | — | | | | — | | | | (247,820 | | ) |

| Common stock issued for acquisition | — | | | | — | | | | — | | | | — | | | | — | | | | — | | |

| Common stock issued, other | 7 | | | | 645 | | | | — | | | | — | | | | — | | | | 652 | | |

| Common stock issued, other | 8 | | | | 639 | | | | — | | | | — | | | | — | | | | 647 | | |

| Common stock issued, other | 10 | | | | 634 | | | | — | | | | — | | | | — | | | | 644 | | |

| Purchase of common stock | (600,164 | | ) | | (601,077 | | ) | | (457,871 | | ) |

| Cash and cash equivalents at beginning of period | 681,581 | | | | 803,882 | | | | 800,076 | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Also see Recently Adopted Accounting Standards below.

Allowance for Doubtful Accounts – The Company maintains allowances for estimated losses as a result of customers' inability to make required payments.

Depreciation expense totaled $167,516 in 2015, $152,079 in 2014, and $144,087 in 2013.

Instead, goodwill and indefinite-lived intangible assets are tested for impairment at least annually or more frequently if indicators of impairment exist or when a significant portion of a reporting unit is to be reclassified to discontinued operations or assets held for sale.

The Company conducts its annual impairment evaluation in the fourth quarter of each year.

For 2015, the Company identified nine reporting units for its annual goodwill impairment test.

The Company uses the discounted cash flow method (or income approach) to measure the fair value of its reporting units.

Step two determines the amount of goodwill impairment to be recognized.

As discussed in Note 3 Disposed and Discontinued Operations, in connection with the sale of certain businesses held for sale, the Company recognized total impairment losses of $53,439, net of tax, in 2013 within the results of discontinued operations.

There were no impairment losses recognized for businesses held for sale as of December 31, 2014.

The Company had no businesses held for sale as of December 31, 2015.