Form 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): September 23, 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” or “Dover”) will present at the Citigroup Industrials Conference on September 23, 2014 at 10:15 a.m. Eastern time. A copy of the slide presentation to be used by the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K. A link to the live audio webcast of the Company’s presentation and related materials will be available on the Company’s website (www.dovercorporation.com) and a replay of the webcast will be available on the website for approximately 90 days.

Exhibit 99.1 contains “forward-looking” statements within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. The forward-looking statements in these materials include any statements that are not historical facts. 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. Dover refers you to the documents the Company files from time to time with the Securities and Exchange Commission, such as Dover’s periodic reports on Form 10-K, Form 10-Q and current reports on Form 8-K, for a discussion of these and other risks and uncertainties that could cause actual results to differ materially from Dover’s current expectations and from the forward-looking statements contained in these presentation materials. Dover undertakes no obligation to update any forward-looking statement, except as required by law.

The information in this report (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed by Dover under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

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 Presentation September 23, 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: September 23, 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 Presentation September 23, 2014
EX-99.1
Citigroup Industrials Conference
September 23, 2014
Bob Livingston
President & CEO
Exhibit 99.1


2
Forward looking statements
We want to remind everyone that our comments may contain forward-looking
statements that are inherently subject to uncertainties and risks. We caution
everyone to be guided in their analysis of Dover by referring to
the documents
we file from time to time with the SEC, including our Form 10-K for 2013 and our
Form 10-Q for the second quarter of 2014, 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, www.dovercorporation.com,
where considerably more information can be found.


3
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
Our focus on people drives our performance
Develop deep bench
Move talent through organization


4
Recent activities support our underlying strategy & strengths
Building our industrial businesses
Continued to invest and acquire in
our growth areas
Recent acquisitions expand
product breadth and geographic
reach
Our business profile is more
consistent and focused with
sustainable higher margins
Increased investment in productivity
initiatives
Global supply chain
Rooftop consolidations
Common infrastructure for shared
services
Lean activities
Customer intimacy
Innovate for the customer
Recurring theme of delivering
efficiency and sustainability
Superior customer service
On-time delivery, quality, support
Leverage our scale
Generate cash
Market share leadership
Focus on technology and innovation
drive share gains and customer loyalty
Recent Activities
Underlying Strengths


5
Our track record of success
Revenue
EBIT
EPS
Dividends
Note: Revenue and EBIT is in millions; adjusted EPS represents Dover’s earnings from continuing operations per common share adjusted for gains from discrete and other tax items
of $0.17, $0.16, $0.23, $0.09 and $0.46 respectively, for 2009, 2010, 2011, 2012 and 2013, and other one-time gains of $0.02 in 2013.
$0
$325
$650
$975
$1,300
$0
$2,000
$4,000
$6,000
$8,000
2009
2010
2011
2012
2013
Revenue & EBIT
Revenue
EBIT
$1.00
$1.20
$1.40
$1.60
$0.00
$1.50
$3.00
$4.50
2009
2010
2011
2012
2013
Adj. EPS & Dividends Paid
Adj. EPS
Dividend per share


6
Energy
Drilling
and
core
US
artificial
lift
business
is
performing
very
well
US well count and rig count showing continued modest improvement
Strong shale activity
Middle East activity remains strong
Slowing Canada/Australia activity
Bearings markets reflect continued slow OEM gas turbine build rates
Winch activity impacted by soft military orders and weak crane markets
Engineered Systems
Generally solid market conditions in Industrial
Waste Handling and auto aftermarket continue to lead performance
Printing & Identification market continues to support solid mid-digit organic growth
Recent acquisitions performing well
Market commentary


7
Fluids
Business remains solid across pumps and fluid transfer
Pumps driven by strong project activity in plastics and petrochemicals markets
and oil & gas
Fluid transfer benefiting from active global retail fueling markets and fuel
transportation safety concerns
Refrigeration & Food Equipment
Expect to outgrow a soft market
Modest organic growth 
Delayed capital spending in dollar store market segment
Latin America (Mexico, Caribbean) refrigeration market remains weak
Small format store rollout delayed by major retail customer
Completed transition to new Atlanta refrigeration system manufacturing facility
Market commentary


8
Capital Allocation
Raised
annual
dividend
for
59
th
consecutive
year
Acquisition pipeline remains very active
Will close $800 million in deals in 2014
Fluids and Energy receiving most attention
Summary
Full-year EPS range at $4.75 -
$4.85
3
rd
quarter approximately $0.08 below our expectations, impacted by: 
Modest, but measurable impact from costs associated with recently completed
deals and those in pipeline 
Lower Canada/Australia volume and bearings market within Energy
Customer push-outs in Refrigeration
Favorable trends seen into 2015
Strong US oil & gas dynamics
Strong shipments in Printing & Identification, Waste Handling and Fluids
Benefits of recent acquisitions
Capital allocation and summary