Dover (DOV) 8-K Dover Announces Distribution of Shares of Apergy to

Exhibit 99.2

Dover Corporation

Unaudited Pro Forma Consolidated Financial Information

On May 9, 2018 (the “Distribution Date”) at 12:01 a.m. ET, Dover Corporation (“Dover”) completed the previously announced distribution (the “Distribution”) of 100% of the outstanding common stock of Apergy Corporation (“Apergy”), to Dover shareholders as of 5:00 p.m. ET on April 30, 2018 (the “Record Date”).

The following unaudited pro forma consolidated statements of earnings of Dover for the three months ended March 31, 2018 and for each of the years ended December 31, 2017, 2016, and 2015 give effect to the Distribution and related transactions as if they occurred on January 1, 2015. The following unaudited pro forma consolidated balance sheet of Dover as of March 31, 2018 gives effect to the Distribution and related transactions as if they occurred on March 31, 2018.

The statements are presented based on information currently available and are intended for informational purposes only and do not purport to represent what Dover’s results of operations and financial position actually would have been had the Distribution and related transactions occurred on the dates indicated, or to project Dover’s financial performance for any future period. Beginning with Dover’s quarterly report for second quarter of 2018, Apergy’s historical financial results for periods prior to the Distribution will be reflected in Dover’s consolidated financial statements within discontinued operations.

The information in the Apergy Separation column in the unaudited pro forma consolidated financial statements of earnings was derived from Dover’s unaudited interim condensed consolidated financial statements for the three months ended March 31, 2018 and Dover’s audited financial statements for the years ended December 31, 2017, 2016, and 2015. The information in the Apergy Separation column in the unaudited pro forma consolidated balance sheet was derived from Dover’s unaudited interim condensed consolidated financial statements as of March 31, 2018. Certain amounts have been reclassified to conform to Dover’s presentation.

The Pro Forma Adjustments column in the unaudited pro forma consolidated statements reflects pro forma adjustments which are described in the accompanying notes.

These unaudited pro forma consolidated financial statements should be read in conjunction with the related notes to these financial statements and with Dover’s historical consolidated financial statements and the related notes included in Dover’s previous filings with the Securities and Exchange Commission (the “SEC”), specifically the Form 10-Q for the three months ended March 31, 2018, the Form 10-Ks for the years ended December 31, 2017, 2016 and 2015 and Apergy’s Form 10-12B filed with the SEC on March 26, 2018, as amended.

DOVER CORPORATION

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS

THREE MONTHS ENDED MARCH 31, 2018

(In thousands, except per share amounts)

	Dover Historical			Apergy Separation			Pro Forma Adjustments			Notes			Pro Forma Dover Continuing Operations
Revenue	$	1,921,579		$	(283,922	)	$	9			(A	)	$	1,637,666
Cost of goods and services		1,212,638			(177,804	)		9			(A	)		1,034,843
Gross profit		708,941			(106,118	)		—						602,823
Selling, general and administrative expenses		514,149			(71,599	)		(7,527	)		(B	)		435,023
Operating earnings		194,792			(34,519	)		7,527						167,800
Interest expense		35,807			(167	)		—						35,640
Interest income		(2,058	)		1			—						(2,057	)
Other expense (income), net		286			(2,616	)		2,294			(C	)		(36	)
Earnings before provision for income taxes		160,757			(31,737	)		5,233						134,253
Provision for income taxes		29,322			(7,039	)		2,558			(D	)		24,841
Net earnings from continuing operations	$	131,435		$	(24,698	)	$	2,675					$	109,412
Basic earnings per common share:
Earnings per share from continuing operations	$	0.85											$	0.71
Weighted average shares outstanding		154,520												154,520
Diluted earnings per common share:
Earnings per share from continuing operations	$	0.84											$	0.70
Weighted average shares outstanding		157,090												157,090

DOVER CORPORATION

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS

YEAR ENDED DECEMBER 31, 2017

(In thousands, except per share amounts)

	Dover Historical			Apergy Separation			Pro Forma Adjustments			Notes			Pro Forma Dover Continuing Operations
Revenue	$	7,830,436		$	(1,009,591	)	$	22			(A	)	$	6,820,867
Cost of goods and services		4,940,059			(648,243	)		22			(A	)		4,291,838
Gross profit		2,890,377			(361,348	)		—						2,529,029
Selling, general and administrative expenses		1,975,932			(262,398	)		41			(B	)		1,713,575
Operating earnings		914,445			(98,950	)		(41	)					815,454
Interest expense		145,208			(260	)		—						144,948
Interest income		(8,502	)		11			—						(8,491	)
Gain on sale of businesses		(203,138	)		—			—						(203,138	)
Other expense, net		7,034			(10,511	)		9,824			(C	)		6,347
Earnings before provision for income taxes		973,843			(88,190	)		(9,865	)					875,788
Provision for income taxes		162,178			22,448			(2,232	)		(D	)		182,394
Net earnings from continuing operations	$	811,665		$	(110,638	)	$	(7,633	)				$	693,394
Basic earnings per common share:
Earnings per share from continuing operations	$	5.21											$	4.45
Weighted average shares outstanding		155,685												155,685
Diluted earnings per common share:
Earnings per share from continuing operations	$	5.15											$	4.40
Weighted average shares outstanding		157,744												157,744

DOVER CORPORATION

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS

YEAR ENDED DECEMBER 31, 2016

(In thousands, except per share amounts)

	Dover Historical			Apergy Separation			Pro Forma Adjustments			Notes			Pro Forma Dover Continuing Operations
Revenue	$	6,794,342		$	(751,337	)	$	211			(A	)	$	6,043,216
Cost of goods and services		4,322,373			(510,842	)		4,125			(A	)		3,815,656
Gross profit		2,471,969			(240,495	)		(3,914	)					2,227,560
Selling, general and administrative expenses		1,757,523			(250,576	)		14,062			(B	)		1,521,009
Operating earnings		714,446			10,081			(17,976	)					706,551
Interest expense		136,401			(432	)		—						135,969
Interest income		(6,759	)		7			—						(6,752	)
Gain on sale of businesses		(96,598	)		—			—						(96,598	)
Other income, net		(7,930	)		(10,179	)		7,410			(C	)		(10,699	)
Earnings before provision for income taxes		689,332			20,685			(25,386	)					684,631
Provision for income taxes		180,440			8,043			(5,967	)		(D	)		182,516
Net earnings from continuing operations	$	508,892		$	12,642		$	(19,419	)				$	502,115
Basic earnings per common share:
Earnings per share from continuing operations	$	3.28											$	3.23
Weighted average shares outstanding		155,231												155,231
Diluted earnings per common share:
Earnings per share from continuing operations	$	3.25											$	3.21
Weighted average shares outstanding		156,636												156,636

DOVER CORPORATION

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS

YEAR ENDED DECEMBER 31, 2015

(In thousands, except per share amounts)

	Dover Historical			Apergy Separation			Pro Forma Adjustments			Notes			Pro Forma Dover Continuing Operations
Revenue	$	6,956,311		$	(1,076,680	)	$	211			(A	)	$	5,879,842
Cost of goods and services		4,388,167			(693,702	)		3,645			(A	)		3,698,110
Gross profit		2,568,144			(382,978	)		(3,434	)					2,181,732
Selling, general and administrative expenses		1,647,382			(294,062	)		16,746			(B	)		1,370,066
Operating earnings		920,762			(88,916	)		(20,180	)					811,666
Interest expense		131,676			(510	)		—						131,166
Interest income		(4,419	)		7			—						(4,412	)
Other income, net		(7,105	)		(12,584	)		10,347			(C	)		(9,342	)
Earnings before provision for income taxes and discontinued operations		800,610			(75,829	)		(30,527	)					694,254
Provision for income taxes		204,729			(24,131	)		(11,567	)		(D	)		169,031
Net earnings from continuing operations	$	595,881		$	(51,698	)	$	(18,960	)				$	525,223
Basic earnings per common share:
Earnings per share from continuing operations	$	3.78											$	3.33
Weighted average shares outstanding		157,619												157,619
Diluted earnings per common share:
Earnings per share from continuing operations	$	3.74											$	3.30
Weighted average shares outstanding		159,172												159,172

DOVER CORPORATION

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 2018

(In thousands, except share and per share amounts)

	Dover Historical		Apergy Separation			Pro Forma Adjustments			Notes		Pro Forma Dover Continuing Operations
Assets
Current assets:
Cash and cash equivalents	$	367,222	$	(17,122	)	$	696,809			(E)	$	1,046,909
Receivables, net		1,414,941		(227,434	)		19,779			(F)		1,207,286
Inventories, net		972,893		(210,941	)		—					761,952
Prepaid and other current assets		196,943		(16,494	)		53,484			(G)		233,933
Total current assets		2,951,999		(471,991	)		770,072					3,250,080
Property, plant and equipment, net		1,030,645		(220,723	)		—					809,922
Goodwill		4,682,939		(910,402	)		9,537			(H)		3,782,074
Intangible assets, net		1,609,728		(324,776	)		10,978			(I)		1,295,930
Other assets and deferred charges		267,729		(3,584	)		673			(J)(G)		264,818
Total assets	$	10,543,040	$	(1,931,476	)	$	791,260				$	9,402,824
Liabilities and Stockholders’ Equity
Current liabilities:
Notes payable and current maturities of long-term debt	$	426,251	$	—		$	—				$	426,251
Accounts payable		997,704		(108,045	)		1,343			(F)		891,002
Accrued compensation and employee benefits		201,436		(24,162	)		—					177,274
Accrued insurance		103,580		(4,121	)		—					99,459
Other accrued expenses		326,662		(22,649	)		33,039			(K)		337,052
Federal and other income taxes		24,955		—			(6,408	)		(G)		18,547
Total current liabilities		2,080,588		(158,977	)		27,974					1,949,585
Long-term debt		3,032,003		—			—					3,032,003
Deferred income taxes		438,016		(92,916	)		941			(G)		346,041
Noncurrent income tax payable		98,954		—			—					98,954
Other liabilities		447,857		(16,771	)		(8,252	)		(J)		422,834
Stockholders’ equity:
Total stockholders’ equity		4,445,622		(1,662,812	)		770,597			(L)		3,553,407
Total liabilities and stockholders’ equity	$	10,543,040	$	(1,931,476	)	$	791,260				$	9,402,824

DOVER CORPORATION

Notes to Unaudited Pro Forma Consolidated Financial Statements

(A) Represents sales transactions, and related costs of goods and services, between Dover and Apergy that were previously eliminated in consolidation. The pro forma adjustments to cost of sales for the years ended December 31, 2016 and 2015 also include the impact of removing certain amounts that were included in the Apergy stand-alone historical combined financial statements but were not included in Dover’s historical consolidated financial statements.

(B) Represents adjustments to include corporate overhead costs that were previously allocated to Apergy each period that will remain with Dover continuing operations. Also represents adjustments to remove one-time spin costs incurred by Dover and reflected in its historical results for the three months ended March 31, 2018 and the year ended December 31, 2017 as they are not expected to have an ongoing impact to Dover’s continuing operations. Dover expects to incur and pay total one-time costs associated with the separation from Apergy, including legal and advisory costs, of approximately $60 million.

(C) Represents an adjustment primarily to add back intercompany royalty expense included in Apergy’s stand-alone historical combined financial statements. This royalty expense was eliminated in Dover’s historical consolidated financial statements and will not have on ongoing impact to Dover’s continuing operations.

(D) Represents the pro forma tax adjustments.

(E) Represents the payment of $700.0 million from Apergy to Dover in connection with the Distribution from proceeds of third-party debt incurred by Apergy on the date of Distribution. Also represents adjustment to reflect Apergy’s expected cash balance on the date of Distribution and to reflect payments to be made by Dover immediately prior to the Distribution for certain tax liabilities as a result of the separation of Apergy from Dover.

(F) Represents adjustments for assets and liabilities directly attributable to Apergy, including the receivable from Apergy for certain taxes imposed on Dover arising out of the separation and related transactions that Apergy will be responsible for under the Tax Matters Agreement between Apergy and Dover.

(G) Represents the tax impact of the separation of Apergy from Dover.

(H) Represents an adjustment to add back a portion of the goodwill reflected in Apergy’s stand-alone historical combined financial statements that remains with Dover as a result of the relative fair value allocation triggered by the separation of Apergy.

(I) Represents the add back of Apergy’s net intangible assets related to intellectual property and patents which were recorded in Apergy’s stand-alone historical combined financial statements. These net intangible assets were not included in Dover’s historical consolidated financial statements and will not have on ongoing impact to Dover’s continuing operations.

(J) Represents assets and liabilities assumed by Apergy upon the separation related to certain retirement benefits.

(K) Represents an adjustment to reflect additional accruals related to the one-time costs associated with the separation from Apergy, including legal and advisory costs.

(L) Stockholders’ equity was adjusted for the pro forma adjustments specified in Notes (E), (F), (G), (H), (I), (J) and (K).