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8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2014

DOVER CORPORATION

(Exact Name of Registrant as Specified in its Charter)

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)

(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 (see General Instruction A.2. below):

¨	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.

Dover Corporation (the “Company”) is hosting an investor meeting at 6:00 pm EST on March 5, 2014. The meeting will include a presentation concerning the Company’s mid-term outlook, new segment structure, growth opportunities, productivity initiatives and capital allocation. The presentation materials being given to investors have been posted on the Company’s website (http://www.dovercorporation.com).

Forward-Looking Statements:

The presentation materials are being furnished herewith as Exhibit 99.1. As noted therein, the materials contain “forward-looking” statements within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, growth opportunities, productivity initiatives, capital allocation, and operating and strategic plans. The forward-looking statements in these materials include any statements that are not historical facts and may be indicated by words or phrases such as “a look forward,” “expect,” “will,” “plans,” or similar phrases or the use of the future tense. Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from current expectations. Such risk factors include, but are not limited to, market and economic conditions and changes in corporate policy. We refer you to the documents we file from time to time with the Securities and Exchange Commission, such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in these presentation materials. We undertake no obligation to update any forward-looking statement, except as required by law.

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 exhibit is furnished as part of this report:

	99.1	Dover Corporation’s Investor Meeting Presentation March 5, 2014

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: March 5, 2014	DOVER CORPORATION
	(Registrant)

	By:	/s/ Ivonne M. Cabrera
		Ivonne M. Cabrera
		Senior Vice President, General Counsel & Secretary

EXHIBIT INDEX


Exhibit No.		Description

99.1		Dover Corporation’s Investor Meeting Presentation March 5, 2014

EX-99.1

Investor Meeting

March 5, 2014

Exhibit 99.1

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 website, dovercorporation.com,

where considerably more information can be found.

Since our last New York meeting…

Building our industrial businesses

–

Continued to expand in our growth areas

Energy, Fluids, Refrigeration, Printing & ID all grew organically

and through acquisition

–

Anthony, Finder, KPS, Fibrelite and MS all expand product

breadth and geographic reach

–

Our business profile is more consistent and focused

with sustainable higher margins

New segment structure to capture growth opportunities

–

Energy, Fluids, Refrigeration & Food Equipment,

and Engineered Systems

The next generation of Dover leadership to drive performance

–

Andy Fincher, Bill Johnson and Soma Somasundaram to lead

Engineered Systems, Refrigeration & Food Equipment,

and Energy, respectively

…but our strengths remain unchanged

Customer intimacy

–

Innovate for the customer

We win when we help our customers win

Recurring theme of delivering efficiency (energy, cost & speed)

and sustainability

–

Superior customer service

On-time delivery, quality, support

Leverage our scale

Generate cash

–

Free cash flow remains consistently strong

Market share leadership

–

Strong focus on technology leadership and innovation

drive share gains and customer loyalty

Dover has several levers for value creation

GROWTH

3% -

5% organically,

complemented by

acquisition growth

MARGIN

Expand segment

margin to 19%

CASH FLOW

Generate free cash flow in

excess of 10% of revenue

Substantial growth

opportunities

Accelerated

productivity initiatives

Significant balance

sheet optionality

Mid-term targets*

*Mid-term: 2014 -2016

Energy: At a glance

Dover

Energy

leading

provider

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 market.

2013PF

Pro forma basis

81%

19%

Drilling &

Bearings &

Compression

Production

11%

14%

17%

20%

23%

26%

$400

$800

$1,200

$1,600

$2,000

2011

2012

2013

2014F

$ in millions

Revenue

Margin

Revenue & margin

Revenue by market

78%

13%

North America

Europe

China

Rest of World

Revenue by geography

Growth opportunities: A look forward

Energy

Continue to expand geographical presence

–

Significant investments in sales, field engineering and

facilities are paying dividends….will continue in 2014

24% and 45% international growth* in 2012 and in 2013

–

Increase participation in global tenders

Middle East, South America & Australia

–

Seek additional industry partnership opportunities

Fill in product gaps internally and through acquisition

–

Progressive cavity pumps……..others

–

Remote monitoring/automation for oil and gas production

Grow core business

–

Leverage plunger and gas lift technologies into international markets

–

Strengthen our position in faster growing basins

–

Increase OEM share in bearings and compression

*Note: Outside North America and Europe, on a pro forma basis

Engineered Systems: At a glance

Dover

Engineered

Systems

focused

the design, manufacture and service of

critical equipment and components serving

the printing & identification, vehicle service,

waste handling, and select niche industrial

end-markets.

2013PF

Pro forma basis

59%

22%

14%

North America

Europe

China

Rest of World

10%

14%

18%

$700

$1,400

$2,100

$2,800

2011

2012

2013

2014F

$ in millions

Revenue by geography

Revenue & margin

Revenue

Margin

40%

60%

Revenue by market

Printing &

Identification

Industrial

Growth opportunities: A look forward

Engineered Systems

Expand markets served in Printing & Identification

–

Recent MS acquisition adds exposure to fast growing textile markets

Capitalize

“analog

digital”

trend

Leverage ink expertise to drive additional opportunity

Extend technology to other textiles including flooring and wall coverings

–

Grow North American and China presence in core markets

Make focused industrial investments

–

Concentrate on after-market customer productivity solutions

Curotto

Can

great

example

creating

value

“mature”

markets

More opportunities in vehicle service markets

–

Expand in high growth recycling and waste-to energy markets

Extend geographic reach

–

Achieve YOY 10%+ growth outside the US

–

Growing middle class consumption and higher operating costs

driving automation solutions in emerging markets

Fluids: At a glance

Dover

Fluids

focused

the

safe

handling of critical fluids across the oil &

gas, retail fueling, chemical, hygienic and

industrial end-markets.

2013PF

Pro forma basis

54%

19%

20%

Revenue by Geography

North America

Europe

China

Rest of World

46%

54%

Revenue by Market

Pumps

Fluid Transfer

10%

14%

18%

22%

$400

$800

$1,200

$1,600

2011

2012

2013

2014F

$ in millions

Revenue & Margin

Revenue

Margin

Growth opportunities: A look forward

Fluids

Leverage our global footprint to accelerate growth

–

Targeting

25%

growth

markets

outside

North

America

and

Europe

2014

Grow presence in Middle East and China through Maag and Finder channels

Double revenue in Australia through Ebsray’s LPG and chemical pump

technologies

Access new markets through recent acquisitions

–

Complete

“station

box”

offering

worldwide

with

KPS

and

Fibrelite

–

Penetrate North American plastics and oil & gas markets though European

acquisitions

Develop and acquire products that provide complete solutions

–

Build comprehensive offering of highly engineered pump technologies

–

Innovate around automation, energy efficiency and evolving regulatory standards

–

Expand hygienic pump presence

Refrigeration & Food Equipment: At a glance

Dover Refrigeration & Food Equipment

is the leading provider of energy efficient

equipment and systems serving the

commercial refrigeration and food service

industries.

2013PF

Pro forma basis

77%

23%

Revenue by Market

Refrigeration

Food

Equipment

12%

18%

$500

$1,000

$1,500

$2,000

2011

2012

2013

2014F

$ in millions

Revenue & Margin

Revenue

Margin

70%

13%

Revenue by Geography

North America

Europe

China

Rest of World

Growth opportunities: A look forward

Refrigeration & Food Equipment

Develop broader customer base

–

Build share with targeted accounts

–

Leverage strong customer relationships as supermarket chains expand globally

Capitalize on secular trends

–

Rising energy costs and increasing government regulation are driving strong demand

for energy efficient solutions

Close-the-case sales grew +15% in 2013 with strong growth expected to continue

Penetrate higher growth adjacent markets

–

Large retailers shifting to smaller store formats

–

C-store and “Dollar”

stores expected to continue above market growth rates

Leverage new sales channel organization and synergies

–

Convergence of refrigeration and food equipment in supermarket

–

Extend Anthony after-market business

Acquire assets that expand technology and geography

–

Build turn-key refrigeration capabilities in Brazil and Europe; Add-ons in food equipment

Margin enhancement through productivity

Global supply chain

–

Program now in its 5

year

–

Continuing to leverage the scale of Dover

Many spend categories are being reviewed again

$90

-$120

million

savings

cost

avoidance

expected

over

the

years

Shared manufacturing

–

Several consolidation projects are near completion

Hill

Phoenix

will

consolidate

sites

Atlanta

area

~$3M

annualized

savings

More projects are on the way

Investing in Lean and Post-Merger Integration (“PMI”)

–

Adding lean resources across segments

–

PMI leaders driven to integrate faster with focus on near term accretion

* Annualized savings over 3 years (2014 – 2016)

Energy

will

combine

sites

Houston

~$1M

annualized

savings

Capital allocation: Recent history

Consistently returning cash

to shareholders

Acquisition spending will

remain disciplined

* Includes Knowles capex and acquisitions

$5.7B

$300

$600

$900

$1,200

$1,500

Dividends

Capex*

Acquisitions*

Repurchase

$ in millions

2011

2012

2013

2011 –

2013 Capital allocation

Capital Deployed 2011 –

2013:

12%

14%

48%

26%

Dividends

Capex*

Acquisitions*

Repurchase

Capital allocation 2014

Strong balance sheet

–

$800 million cash as of December 31, 2013 (primarily overseas)

–

$400 million from Knowles

–

$170 million in proceeds from DEK sale (expected mid-year)

–

Strong free cash flow

We expect to raise the dividend for 59

consecutive year

Capex expected to be roughly $200 million

Acquisitions

–

Pipeline is active

–

Could close $500 million to $1 billion in deals this year

Will complete $1 billion program in Q1

–

Capacity to do more; largely dependent on how pipeline develops

Summary

2014

Organic

growth rate

Mid-term

(a)

Organic

Growth rate

Energy

4% -

Engineered Systems

3% -

Fluids

4% -

Refrigeration & Food

Equipment

2% -

Total organic

3% -

Acquisitions

(b)

Total growth

6% -

8% -

10%

2014 is on track

–

Early bookings trends show solid

broad-based growth

–

Q1 revenue growth as expected,

sequentially in-line with Q4 2013

Mid-term growth complemented by:

–

Mid-term margin expansion to 19%

driven by continuing focus on lean and

productivity initiatives

–

Strong free cash flow generation in

excess of 10% of revenue

–

Consistent return of cash to

shareholders

(a): 2014 –

2016

(b): Growth from completed acquisitions