UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2012
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DOVER CORPORATION
(Exact name of registrant as specified in its charter)
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State of Delaware | 1-4018 | 53-0257888 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
3005 Highland Parkway | ||
Downers Grove, Illinois | 60515 | |
(Address of principal executive offices) | (Zip Code) | |
(630) 541-1540
(Registrant’s telephone number, including area code)
______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
On Wednesday, November 7, 2012, Robert A. Livingston, the President and CEO of Dover Corporation (the “Company”) made a presentation at the RW Baird 2012 Industrial Conference in Chicago, Illinois. This presentation is attached hereto as Exhibit 99.1 and has also been posted on the Company's website at http://www.dovercorporation.com.
The information in this Current Report on Form 8-K, including the exhibit, is being furnished to the Securities and Exchange Commission (the “SEC”) and shall not be deemed to be incorporated by reference into any of Dover's filings with the SEC under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(a) | Financial statements of businesses acquired. |
Not applicable.
(b) | Pro forma financial information. |
Not applicable.
(c) | Shell company transactions. |
Not applicable.
(d) | Exhibits. |
The following exhibits are furnished as part of this report:
99.1 Dover Corporation RW Baird 2012 Industrial Conference Presentation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 7, 2012 | DOVER CORPORATION | ||
(Registrant) | |||
By: | /s/ Joseph W. Schmidt | ||
Joseph W. Schmidt | |||
Senior Vice President, General Counsel & Secretary | |||
EXHIBIT INDEX
Number | Exhibit | |
99.1 | Dover Corporation RW Baird 2012 Industrial Conference Presentation | |
Baird 2012 Industrial Conference Chicago, IL – November 7, 2012 Bob Livingston
Forward Looking Statements We want to remind everyone that our comments may contain forward-looking statements that are inherently subject to uncertainties. We caution everyone to be guided in their analysis of Dover Corporation by referring to our Form 10-K for a list of factors that could cause our results to differ from those anticipated in any such forward-looking statements. We would also direct your attention to our internet site, www.dovercorporation.com, where considerably more information can be found. 2
3 Agenda Our Strategy Business Update • Capital Allocation
Our Strategy Our track record of success is based on: • Core technological advantages • Leading brands in the markets we serve • Commitment to industry leadership through innovation and scale • Strong focus on the customer Our deep understanding of the customer and our exceptional capabilities in providing solutions enable us to win Our technologies and innovative products are enablers for our customers to win 4 10-year revenue CAGR: 10% Track Record of Success Free cash flow generation consistently 10% of revenue or better Strong segment operating margins; 10-year earnings CAGR: 14% 57 continuous years of raising annual dividend
Strategy – Continue to Expand in 5 Key Growth Markets 5 . Electronics Alternative Energy Semi Aerospace/Industrial/Military Telecom Alignment and focus around key end-markets Strong leverage of resources and expertise within and between segments Well-positioned for profitable growth Refrigeration & Food Equipment Drilling Production Downstream Industrial Fast Moving Consumer Goods Handsets Medical & Life Sciences Industrial Fluid Solutions
Increasing living standards Infrastructure build-out International/ Developing Economies Global energy demand Increasing demand, depleting resources Emerging market growth Sustainability Energy efficiency Environmentally friendly products Consumer product safety Product identification Traceability Food safety Mobile devices Infrastructure Communications Strategy – Leverage Tailwinds in 5 Key Growth Markets 6 Growth Market • Energy • Refrigeration • Energy • Product ID • Fluids • Product ID • Refrigeration • Handsets • Refrigeration • Energy • Product ID • Fluids • Handsets Tailwinds
59% 19% 15% 7% Geographic Revenue Mix North America Asia Europe Rest of World 7 Strategy - Geographic Expansion and the Benefits of Common Ownership YTD 2012 revenue Total Sales in Asia as % of Total Dover 13.6% 13.5% 14.2% 17.4% 19.0% 19.0% 2007 2008 2009 2010 2011 YTD 2012 Continue to leverage the strength of Dover • Operational Excellence • Shared Facilities & Services • Talent Development Expand geographic presence outside traditional core markets
Update - Q4 Markets and Businesses Energy remains solid Sound Solutions improving Industrial businesses performing well Strengthening our Portfolio and Capital Allocation Electronics equipment market continues to be inconsistent and highly volatile • Plan to divest these businesses Share repurchase activity continues • Additional $1B program approved • Repurchase to be completed over next 12 - 18 months Acquisition program continues 8
Update - Energy Production and downstream markets remain solid • Continued completion of drilled wells • Constructive oil price • Strong transportation and retail refueling demand Drilling has moderated with North American rig count Outlook • Q4 results largely consistent with Q3 • Expect production and downstream markets to drive solid growth in 2013 9
Update - Sound Solutions Sound Solutions making good progress exiting Q3 • Ramp costs associated with manufacturing improvements substantially completed • Share of demand increasing on improved yields and OEM’s desire for multiple suppliers Strengthened management team • Experienced Knowles management team in place and focused on operational improvements • New Sound Solutions President brings deep industry knowledge and strong experience in component production Outlook • Expect sequential Q4 revenue and earnings improvement • Working on many new design opportunities for 2013 10
Update - M & A Pipeline Deals continue to mature • Several are actionable • A couple of opportunities may close in Q4 Strategic focus continues in five key growth spaces • Near-term focus on investing in Refrigeration, Pumps and Product Identification • Continue with small add-ons in Energy production and downstream markets • Communication Technologies deals are secondary to Sound Solutions execution 11
Capital Allocation – Priorities Remain Intact 12 Grow and support existing businesses Grow annual dividend • August annual increase was 11% Acquisitions focused on 5 growth spaces Share Repurchases • Additional $1B program
Questions 13