2014.10.16 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): October 16, 2014
________________________________
 
DOVER CORPORATION
(Exact name of registrant as specified in its charter)
________________________________
 

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 2.02 Results of Operations and Financial Condition.
 
On October 16, 2014, Dover Corporation (i) issued the Press Release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended September 30, 2014; and (ii) posted on its website at
http://www.dovercorporation.com the presentation slides attached hereto as Exhibit 99.2 for the quarter ended September 30, 2014.
 
The information in this Current Report on Form 8-K, including exhibits, 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.

(d) Exhibits.

The following exhibits are furnished as part of this report:
 
99.1 Dover Corporation Press Release dated October 16, 2014.
99.2 Presentation Slides posted on Dover Corporation’s website at http://www.dovercorporation.com.






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:
October 16, 2014
DOVER CORPORATION
 
 
 
(Registrant)
 
 
 
 
 
 
 
 
By:
/s/ Ivonne M. Cabrera
 
 
 
 
Ivonne M. Cabrera
 
 
 
 
Senior Vice President, General Counsel & Secretary
 
 
 
 
 
 








EXHIBIT INDEX
Number
 
Exhibit
99.1
 
Press Release of Dover Corporation dated October 16, 2014
 
 
 
99.2
 
Presentation Slides posted on Dover Corporation’s website at http://www.dovercorporation.com



2014.10.16 8-K Exhibit 99.1


Exhibit 99.1

CONTACT:
 
 
Paul Goldberg
 
 
Vice President - Investor Relations
 
 
(212) 922-1640
 
 

DOVER REPORTS THIRD QUARTER 2014 RESULTS AND
UPDATES FULL YEAR GUIDANCE

Reports quarterly revenue of $2.1 billion, an increase of 8% over the prior year
Achieves adjusted quarterly diluted earnings per share from continuing operations of $1.35, up 8% from an adjusted prior year
Generates bookings growth of 10%
Narrows guidance for 2014 full year adjusted diluted earnings per share from continuing operations to $4.75 to $4.80, a $0.05 reduction to the high end of prior guidance, largely reflecting the impact of recent acquisitions

Downers Grove, Illinois, October 16, 2014 — Dover (NYSE: DOV) announced today that for the third quarter ended September 30, 2014, revenue was $2.1 billion, an increase of 8% over the prior year. The revenue increase was driven by organic growth of 4% and an increase of 4% from acquisitions, with a negligible impact from foreign exchange. Earnings from continuing operations were $232.8 million, or $1.38 diluted earnings per share (“EPS”), compared to $226.2 million, or $1.31 EPS, in the prior year period, representing increases of 3% and 5%, respectively. EPS from continuing operations for the quarter ended September 30, 2014, included discrete tax benefits of $0.03, while the quarter ended September 30, 2013, included discrete tax benefits of $0.04 and other one-time gains of $0.02. Excluding these items, adjusted EPS from continuing operations for the third quarter of 2014 was $1.35, an increase of 8% over an adjusted EPS of $1.25 in the prior year period.

Revenue for the nine months ended September 30, 2014 was $6.0 billion, an increase of 7% over the prior year, reflecting organic growth of 4% and a 3% increase from acquisitions. Foreign exchange had a negligible impact. Earnings from continuing operations for the nine months ended September 30, 2014 were $626.6 million, or $3.69 EPS, compared to $651.5 million, or $3.75 EPS in the prior year period, representing decreases of 4% and 2%, respectively. EPS from continuing operations during this period includes discrete tax benefits of $0.04 EPS compared to $0.42 EPS in the prior year, as well as $0.02 of other one-time gains recognized in the prior year. Excluding these items, adjusted EPS from continuing operations for the nine months ended September 30, 2014 was $3.65, an increase of 10% over an adjusted EPS of $3.31 in the prior year.

Commenting on the third quarter results, Dover's President and Chief Executive Officer, Robert A. Livingston, said, “I was pleased with our strong finish to the third quarter, during which business activity significantly improved in September after softness in July and August. The result for the quarter was revenue and bookings growth at all segments. Most notably, Fluids delivered 17% growth, while Energy and Engineered Systems each grew 8%. In all, we generated revenue growth of 8%, grew bookings 10%, and saw our backlog increase 14%."






“Over the past three quarters, we have made great strides in enhancing our businesses. We have completed a number of productivity initiatives across the organization and have strengthened several of our businesses with acquisitions, including our recently completed Accelerated transaction. In total, we have invested roughly $800 million on acquisitions year to date. As a result, we have broadened our product offerings in Artificial Lift, expanded our global footprint in Fluid Transfer, and opened new markets for Printing and Identification. In addition, we have used our cash flow and balance sheet to grow our annual dividend for the 59th consecutive year, as well as fund nearly $400 million in share repurchases.”

"Looking at the full year, we expect total revenue growth of about 8%. Organic growth is anticipated to be around 4%. Completed acquisitions will now provide approximately 4% growth, representing a 1% increase from our prior forecast, principally driven by our recently completed acquisitions. While these deals will have a dilutive impact in 2014, they should be solidly accretive in 2015. In total, we now expect full year adjusted EPS to be in the range of $4.75 to $4.80, a $0.05 reduction to the high end of our prior guidance, largely reflecting the impact of recent acquisitions.

Net earnings for the third quarter of 2014 were $231.8 million, or $1.38 EPS, which included a net loss from discontinued operations of $1.0 million, or $0.01 EPS compared to net earnings of $269.1 million, or $1.56 EPS, for the same period of 2013, which included earnings from discontinued operations of $42.9 million, or $0.25 EPS.

Net earnings for the nine months ended September 30, 2014 were $605.9 million, or $3.57 EPS, compared to net earnings of $809.2 million, or $4.65 EPS, for the same period of 2013. 2014 results reflected a net loss from discontinued operations of $20.7 million, or $0.12 EPS, which included $27.1 million in spin-off costs. 2013 results reflected earnings from discontinued operations of $157.7 million or $0.91 EPS, which included spin-off costs of $14.0 million.

Dover will host a webcast of its third quarter 2014 conference call at 10:00 A.M. Eastern Time (9:00 A.M. Central Time) on Thursday, October 16, 2014. The webcast can be accessed on the Dover website at www.dovercorporation.com. The conference call will also be made available for replay on the website. Additional information on Dover’s third quarter results and its operating segments can also be found on the Company’s website.

About Dover:

Dover is a diversified global manufacturer with annual revenues of $8 billion. We deliver innovative equipment and components, specialty systems and support services through four major operating segments: Energy, Engineered Systems, Fluids, and Refrigeration & Food Equipment. Dover combines global scale with operational agility to lead the markets we serve.  Recognized for our entrepreneurial approach for nearly 60 years, our team of 28,000 employees takes an ownership mindset, collaborating with customers to redefine what’s possible.  Headquartered in Downers Grove, Illinois, Dover trades on the New York Stock Exchange under “DOV.” Additional information is available at www.dovercorporation.com.

Forward-Looking Statements:

This press release contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such statements relate to, among other things, operating and strategic plans, income, earnings, cash flows, changes in operations, industries in which Dover businesses operate, and operating improvements. Forward-looking statements may be indicated by words or phrases such as “anticipates,” “expects,” “believes,” “indicates,” “suggests,” “will,” “plans,” “supports,” “projects,” “should,” “would,” “could,” “forecast” and “management is of the opinion,” 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, the ability of Dover's businesses to expand into new geographic markets, particularly outside of North America and Europe; Dover's ability to identify and successfully consummate value-adding acquisition opportunities; Dover's ability to achieve expected savings from integration and synergies from existing businesses and future acquisitions, and other cost-control initiatives, such as lean and productivity programs; changes in customer demand or the impact of loss of a significant customer, or loss or non-renewal of significant contracts; the ability of Dover's 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; economic conditions generally and changes in economic conditions globally and in markets served by Dover businesses, including well activity, U.S. industrials activity and the status of economic recovery in Europe; the impact of natural disasters and their effect on global supply chains and energy markets; instability in countries where Dover conducts business; increased competition and pricing pressures in the markets served by Dover's businesses; the impact of loss of a single-source manufacturing facility on our businesses that use the facility; short-term capacity constraints; increases in the cost of raw materials; domestic and foreign governmental and public policy changes or developments, including environmental regulations, conflict minerals disclosure requirements, and tax policies (including domestic and international export subsidy programs, R&E credits and other similar programs); protection and validity of patent and other intellectual property rights; the impact of regulation and regulatory and legal matters and legal compliance risks; the impact of interest rate and currency exchange rate fluctuations; conditions and events affecting domestic and global financial and capital markets; possible future terrorist threats and their effect on the worldwide economy; and a downgrade in Dover's credit ratings which, among other matters, could make obtaining financing more difficult and costly. Dover refers you to the documents that it files from time to time with the Securities and Exchange Commission, such as its 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 its actual results to differ materially from its current expectations and from the forward-looking statements contained herein. Dover undertakes no obligation to update any forward-looking statement, except as required by law.







INVESTOR SUPPLEMENT - THIRD QUARTER 2014

DOVER CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)(in thousands, except per share data)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2014
 
2013
 
2014
 
2013
Revenue
$
2,092,467

 
$
1,940,211

 
$
6,024,852

 
$
5,636,599

Cost of goods and services
1,290,625

 
1,183,864

 
3,690,384

 
3,442,816

Gross profit
801,842

 
756,347

 
2,334,468

 
2,193,783

Selling and administrative expenses
442,709

 
408,264

 
1,351,106

 
1,260,321

Operating earnings
359,133

 
348,083

 
983,362

 
933,462

Interest expense, net
31,239

 
30,236

 
95,871

 
90,752

Other (income) expense, net
(803
)
 
177

 
(6,489
)
 
(1,065
)
Earnings before provision for income taxes and discontinued operations
328,697

 
317,670

 
893,980

 
843,775

Provision for income taxes
95,872

 
91,435

 
267,388

 
192,269

Earnings from continuing operations
232,825

 
226,235

 
626,592

 
651,506

(Loss) earnings from discontinued operations, net
(981
)
 
42,879

 
(20,651
)
 
157,660

Net earnings
$
231,844

 
$
269,114

 
$
605,941

 
$
809,166

 
 
 
 
 
 
 
 
Basic earnings per common share:
 
 
 
 
 
 
 
Earnings from continuing operations
$
1.40

 
$
1.33

 
$
3.74

 
$
3.79

(Loss) earnings from discontinued operations, net
(0.01
)
 
0.25

 
(0.12
)
 
0.92

Net earnings
1.40

 
1.58

 
3.62

 
4.71

 
 
 
 
 
 
 
 
Weighted average shares outstanding
166,021
 
170,544
 
167,401
 
171,690
 
 
 
 
 
 
 
 
Diluted earnings per common share:
 
 
 
 
 
 
 
Earnings from continuing operations
$
1.38

 
$
1.31

 
$
3.69

 
$
3.75

(Loss) earnings from discontinued operations, net

(0.01
)
 
0.25

 
(0.12
)
 
0.91

Net earnings
1.38

 
1.56

 
3.57

 
4.65

 
 
 
 
 
 
 
 
Weighted average shares outstanding
168,343
 
172,734
 
169,761
 
173,870
 
 
 
 
 
 
 
 
Dividends paid per common share
$
0.40

 
$
0.375

 
$
1.15

 
$
1.075

 
 
 
 
 
 
 
 






DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(unaudited)(in thousands)
 
2014
 
2013
 
Q1
Q2
Q3
Q3 YTD
 
Q1
Q2
Q3
Q3 YTD
Q4
FY 2013
REVENUE
 
 
 
 
 
 
 
 
 
 
 
Energy
$
478,773

$
481,016

$
507,334

$
1,467,123

 
$
462,679

$
465,906

$
467,688

$
1,396,273

$
457,580

$
1,853,853

 
 
 
 
 
 
 
 
 
 
 
 
Engineered Systems
 
 
 
 
 
 
 
 
 
 
 
Printing & Identification
263,533

287,284

290,635

841,452

 
237,869

250,616

256,565

745,050

276,672

1,021,722

Industrials
386,245

411,673

404,609

1,202,527

 
367,456

388,810

385,640

1,141,906

374,934

1,516,840

 
649,778

698,957

695,244

2,043,979

 
605,325

639,426

642,205

1,886,956

651,606

2,538,562

 
 
 
 
 
 
 
 
 
 
 
 
Fluids
345,009

346,275

361,797

1,053,081

 
273,638

310,137

309,241

893,016

343,822

1,236,838

 
 
 
 
 
 
 
 
 
 
 
 
Refrigeration & Food Equipment
411,493

522,357

528,807

1,462,657

 
422,468

517,574

521,322

1,461,364

426,476

1,887,840

 
 
 
 
 
 
 
 
 
 
 
 
Intra-segment eliminations
(406
)
(867
)
(715
)
(1,988
)
 
(133
)
(632
)
(245
)
(1,010
)
(430
)
(1,440
)
Total consolidated revenue
$
1,884,647

$
2,047,738

$
2,092,467

$
6,024,852

 
$
1,763,977

$
1,932,411

$
1,940,211

$
5,636,599

$
1,879,054

$
7,515,653

 
 
 
 
 
 
 
 
 
 
 
 
NET EARNINGS
 
 
 
 
 
 
 
 
 
 
 
Segment Earnings:
 
 
 
 
 
 
 
 
 
 
 
Energy
$
118,968

$
114,991

$
122,738

$
356,697

 
$
118,708

$
109,662

$
119,086

$
347,456

$
112,193

$
459,649

Engineered Systems
92,320

112,422

119,316

324,058

 
83,283

102,804

111,850

297,937

101,511

399,448

Fluids
57,942

63,112

67,559

188,613

 
47,601

58,768

63,056

169,425

55,098

224,523

Refrigeration & Food Equipment
44,862

84,926

78,012

207,800

 
52,110

82,177

86,446

220,733

46,574

267,307

Total Segments
314,092

375,451

387,625

1,077,168

 
301,702

353,411

380,438

1,035,551

315,376

1,350,927

Corporate expense / other
30,521

29,107

27,689

87,317

 
33,632

34,860

32,532

101,024

28,752

129,776

Net interest expense
32,665

31,967

31,239

95,871

 
30,284

30,232

30,236

90,752

29,920

120,672

Earnings from continuing operations before provision for income taxes
250,906

314,377

328,697

893,980

 
237,786

288,319

317,670

843,775

256,704

1,100,479

Provision for income taxes
74,582

96,934

95,872

267,388

 
70,573

30,261

91,435

192,269

74,138

266,407

Earnings from continuing operations
176,324

217,443

232,825

626,592

 
167,213

258,058

226,235

651,506

182,566

834,072

(Loss) earnings from discontinued operations, net
(16,186
)
(3,484
)
(981
)
(20,651
)
 
42,790

71,991

42,879

157,660

11,397

169,057

Net earnings
$
160,138

$
213,959

$
231,844

$
605,941

 
$
210,003

$
330,049

$
269,114

$
809,166

$
193,963

$
1,003,129

 
 
 
 
 
 
 
 
 
 
 
 
SEGMENT OPERATING MARGIN
 
 
 
 
 
 
 
 
 
Energy
24.8
%
23.9
%
24.2
%
24.3
%
 
25.7
%
23.5
%
25.5
%
24.9
%
24.5
%
24.8
%
Engineered Systems
14.2
%
16.1
%
17.2
%
15.9
%
 
13.8
%
16.1
%
17.4
%
15.8
%
15.6
%
15.7
%
Fluids
16.8
%
18.2
%
18.7
%
17.9
%
 
17.4
%
18.9
%
20.4
%
19.0
%
16.0
%
18.2
%
Refrigeration & Food Equipment
10.9
%
16.3
%
14.8
%
14.2
%
 
12.3
%
15.9
%
16.6
%
15.1
%
10.9
%
14.2
%
Total Segment
16.7
%
18.3
%
18.5
%
17.9
%
 
17.1
%
18.3
%
19.6
%
18.4
%
16.8
%
18.0
%
 
 
 
 
 
 
 
 
 
 
 
 
DEPRECIATION AND AMORTIZATION EXPENSE
 
 
 
 
 
 
 
 
 
Energy
$
25,575

$
25,807

$
27,145

$
78,527

 
$
24,448

$
24,714

$
24,707

$
73,869

$
25,206

$
99,075

Engineered Systems
18,977

19,028

18,400

56,405

 
17,450

17,885

18,110

53,445

18,137

71,582

Fluids
16,366

15,308

14,019

45,693

 
11,361

11,570

11,790

34,721

14,091

48,812

Refrigeration & Food Equipment
17,212

17,451

17,073

51,736

 
16,585

16,611

16,962

50,158

17,070

67,228

Corporate
869

999

913

2,781

 
858

1,029

1,030

2,917

944

3,861

 
$
78,999

$
78,593

$
77,550

$
235,142

 
$
70,702

$
71,809

$
72,599

$
215,110

$
75,448

$
290,558

 
 
 
 
 
 
 
 
 
 
 
 





DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(continued)
(unaudited)(in thousands)
 
2014
 
2013
 
Q1
Q2
Q3
Q3 YTD
 
Q1
Q2
Q3
Q3 YTD
Q4
FY 2013
BOOKINGS
 
 
 
 
 
 
 
 
 
 
 
Energy
$
478,469

$
477,162

$
526,134

$
1,481,765

 
$
515,388

$
416,892

$
481,021

$
1,413,301

$
440,261

$
1,853,562

 
 
 
 
 
 
 
 
 
 
 
 
Engineered Systems
 
 
 
 
 
 
 
 
 
 
 
Printing & Identification
282,867

282,326

281,115

846,308

 
237,291

259,380

256,210

752,881

270,392

1,023,273

Industrials
427,557

409,815

386,325

1,223,697

 
405,555

396,886

344,764

1,147,205

371,797

1,519,002

Eliminations
(17
)
(17
)
(11
)
(45
)
 
(82
)
(129
)
(5
)
(216
)
279

63

 
710,407

692,124

667,429

2,069,960

 
642,764

656,137

600,969

1,899,870

642,468

2,542,338

 
 
 
 
 
 
 
 
 
 
 
 
Fluids
362,943

375,009

350,853

1,088,805

 
303,609

298,817

307,729

910,155

351,767

1,261,922

 
 
 
 
 
 
 
 
 
 
 
 
Refrigeration & Food Equipment
493,731

542,810

459,099

1,495,640

 
482,742

515,320

433,426

1,431,488

450,850

1,882,338

 
 
 
 
 
 
 
 
 
 
 
 
Intra-segment eliminations
(506
)
(1,090
)
(737
)
(2,333
)
 
(560
)
(708
)
(416
)
(1,684
)
734

(950
)
 
 
 
 
 
 
 
 
 
 
 
 
Total consolidated bookings
$
2,045,044

$
2,086,015

$
2,002,778

$
6,133,837

 
$
1,943,943

$
1,886,458

$
1,822,729

$
5,653,130

$
1,886,080

$
7,539,210

 
 
 
 
 
 
 
 
 
 
 
 
BACKLOG
 
 
 
 
 
 
 
 
 
 
 
Energy
$
210,846

$
206,415

$
232,739

 
 
$
274,733

$
218,764

$
233,820

 
$
206,790

 
 
 
 
 
 
 
 
 
 
 
 
 
Engineered Systems
 
 
 
 
 
 
 
 
 
 
 
Printing & Identification
136,309

135,872

120,780

 
 
95,353

103,864

105,699

 
100,032

 
Industrials
414,979

413,119

392,985

 
 
415,478

421,833

379,456

 
374,008

 
 
551,288

548,991

513,765

 
 
510,831

525,697

485,155

 
474,040

 
 
 
 
 
 
 
 
 
 
 
 
 
Fluids
328,617

348,508

323,424

 
 
222,255

228,212

228,880

 
310,330

 
 
 
 
 
 
 
 
 
 
 
 
 
Refrigeration & Food Equipment
431,298

450,065

376,141

 
 
417,246

412,366

324,042

 
347,004

 
 
 
 
 
 
 
 
 
 
 
 
 
Intra-segment eliminations
(374
)
(212
)
(302
)
 
 
(385
)
(526
)
(387
)
 
(592
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Total consolidated backlog
$
1,521,675

$
1,553,767

$
1,445,767

 
 
$
1,424,680

$
1,384,513

$
1,271,510

 
$
1,337,572

 







DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)(in thousands, except per share data*)
 
2014
 
2013
 
Q1
Q2
Q3
Q3 YTD
 
Q1
Q2
Q3
Q3 YTD
Q4
FY 2013
Basic earnings (loss) per common share:
 
 
 
 
 
 
 
 
 
Continuing operations
$
1.04

$
1.31

$
1.40

$
3.74

 
$
0.96

$
1.51

$
1.33

$
3.79

$
1.07

$
4.87

Discontinued operations
(0.10
)
(0.02
)
(0.01
)
(0.12
)
 
0.25

0.42

0.25

0.92

0.07

0.99

Net earnings
0.94

1.29

1.40

3.62

 
1.21

1.93

1.58

4.71

1.14

5.86

 
 
 
 
 
 
 
 
 
 
 
 
Diluted earnings (loss) per common share:
 
 
 
 
 
 
 
 
 
Continuing operations
$
1.02

$
1.29

$
1.38

$
3.69

 
$
0.95

$
1.49

$
1.31

$
3.75

$
1.06

$
4.81

Discontinued operations
(0.09
)
(0.02
)
(0.01
)
(0.12
)
 
0.24

0.42

0.25

0.91

0.07

0.97

Net earnings
0.93

1.27

1.38

3.57

 
1.20

1.91

1.56

4.65

1.13

5.78

 
 
 
 
 
 
 
 
 
 
 
 
Adjusted diluted earnings per common share (calculated below):
Continuing operations
$
1.01

$
1.29

$
1.35

$
3.65

 
$
0.93

$
1.13

$
1.25

$
3.31

$
1.02

$
4.33

 
 
 
 
 
 
 
 
 
 
 
 
Net earnings (loss) and average shares used in calculated earnings (loss) per share amounts are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
Net earnings (loss):
 
 
 
 
 
 
 
 
 
 
 
Continuing operations
$
176,324

$
217,443

$
232,825

$
626,592

 
$
167,213

$
258,058

$
226,235

$
651,506

$
182,566

$
834,072

Discontinued operations
(16,186
)
(3,484
)
(981
)
(20,651
)
 
42,790

71,991

42,879

157,660

11,397

169,057

Net earnings
160,138

213,959

231,844

605,941

 
210,003

330,049

269,114

809,166

193,963

1,003,129

 
 
 
 
 
 
 
 
 
 
 
 
Average shares outstanding:
 
 
 
 
 
 
 
 
 
Basic
169,750

166,474

166,021

167,401

 
173,448

171,111

170,544

171,690

170,027

171,271

Diluted
172,013

168,857

168,343

169,761

 
175,567

173,097

172,734

173,870

172,265

173,547

Note:
 
 
 
 
 
 
 
 
 
 
 
Earnings from continuing operations are adjusted by discrete tax items and other one-time gains to derive adjusted earnings from continuing operations and adjusted diluted earnings per common share as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
2014
 
2013
 
Q1
Q2
Q3
Q3 YTD
 
Q1
Q2
Q3
Q3 YTD
Q4
FY 2013
Adjusted earnings from continuing operations:
 
 
 
 
 
 
 
 
Earnings from continuing operations
$
176,324

$
217,443

$
232,825

$
626,592

 
$
167,213

$
258,058

$
226,235

$
651,506

$
182,566

$
834,072

Gains (losses) from discrete and other tax items
2,541

(636
)
5,524

7,429

 
4,343

61,477

7,751

73,571

6,084

79,655

Other one-time gains, net of tax




 


2,866

2,866


2,866

Adjusted earnings from continuing operations
$
173,783

$
218,079

$
227,301

$
619,163

 
$
162,870

$
196,581

$
215,618

$
575,069

$
176,482

$
751,551

 
 
 
 
 
 
 
 
 
 
 
 
Adjusted diluted earnings per common share:
 
 
 
 
 
 
 
 
 
Earnings from continuing operations
$
1.02

$
1.29

$
1.38

$
3.69

 
$
0.95

$
1.49

$
1.31

$
3.75

$
1.06

$
4.81

Gains (losses) from discrete and other tax items
0.01


0.03

0.04

 
0.02

0.36

0.04

0.42

0.04

0.46

Other one-time gains, net of tax




 


0.02

0.02


0.02

Adjusted earnings from continuing operations
$
1.01

$
1.29

$
1.35

$
3.65

 
$
0.93

$
1.13

$
1.25

$
3.31

$
1.02

$
4.33

 
 
 
 
 
 
 
 
 
 
 
 
* Per share data may not add due to rounding.
 
 
 
 
 
 
 







DOVER CORPORATION
QUARTERLY FREE CASH FLOW
(unaudited)(in thousands)

 
2014
 
2013
 
Q1
Q2
Q3
Q3 YTD
 
Q1
Q2
Q3
Q3 YTD
Q4
FY 2013
Cash flow from operating activities
$
39,778

$
197,696

$
294,662

$
532,136

 
$
57,713

$
249,388

$
281,336

$
588,437

$
424,713

$
1,013,150

Less: Additions to property, plant and equipment
(33,402
)
(43,924
)
(35,313
)
(112,639
)
 
(26,326
)
(32,017
)
(39,644
)
(97,987
)
(47,579
)
(145,566
)
Free cash flow
$
6,376

$
153,772

$
259,349

$
419,497

 
$
31,387

$
217,371

$
241,692

$
490,450

$
377,134

$
867,584

 
 
 
 
 
 
 
 
 
 
 
 
Free cash flow as a percentage of earnings from continuing operations
3.6
%
70.7
%
111.4
%
66.9
%
 
18.8
%
84.2
%
106.8
%
75.3
%
206.6
%
104.0
%
 
 
 
 
 
 
 
 
 
 
 
 
Free cash flow as a percentage of revenue
0.3
%
7.5
%
12.4
%
7.0
%
 
1.8
%
11.2
%
12.5
%
8.7
%
20.1
%
11.5
%





a20141016exhibit992
Earnings Conference Call Third Quarter 2014 October 16, 2014 – 9:00am CT


 
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 Corporation 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 third 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. 2


 
3 $0.50 $0.70 $0.90 $1.10 $1.30 $1.50 Q1* Q2* Q3* Q4* Q1* Q2 Q3* Q3 2014 Performance Adjusted Earnings Per Share* (continuing operations) Q3 Q3/Q3 * Excludes discrete & other tax benefits of $0.02 in Q1 2013, $0.36 in Q2 2013, $0.04 in Q3 2013, $0.04 in Q4 2013, $0.01 in Q1 2014, and $0.03 in Q3 2014; excludes other one-time gains of $0.02 in Q3 2013 (a) See Press Release for free cash flow reconciliation 3 Quarterly Comments 2013 2014  Solid revenue growth is led by Fluids, Engineered Systems and Energy  United States, Europe and Asia markets were solid; Canada and Brazil declined  Segment margin of 18.5% was impacted 50 bps by the impact of recent acquisitions  Bookings growth of 10% is broad-based across all segments  Book-to-bill of 0.96 is seasonally normal Revenue $2.1B 8% $6.0B 7% Adj. EPS (cont.) $1.35 8% $3.65 10% Bookings $2.0B 10% $6.1B 9% Seg. Margins 18.5% -110 bps 17.9% -50 bps Organic Rev. 4% 4% Acq. Growth 4% 3% FCF (a) $259M 7% $419M -14% 9M 9M/9M


 
4 Revenue Q3 2014 Energy Engineered Systems Fluids Refrigeration & Food Equip Total Organic 5% 4% 6% 1% 4% Acquisitions 3% 4% 11% - 4% Currency - - - - - Total 8% 8% 17% 1% 8% 9M 2014 Energy Engineered Systems Fluids Refrigeration & Food Equip Total Organic 4% 5% 7% - 4% Acquisitions 2% 3% 10% - 3% Currency -1% - 1% - - Total 5% 8% 18% - 7%


 
5 Printing & ID Industrial $410 $386 $477 $526 $282 $281 $375 $351 $543 $459 $0 $200 $400 $600 $800 DE Q2 DE Q3 DES Q2 DES Q3 DF Q2 DF Q3 DRE Q2 DRE Q3 Sequential Results – Q2 2014 → Q3 2014 5 $412 $405 $481 $507 $287 $291 $346 $362 $522 $529 $0 $200 $400 $600 $800 DE Q2 DE Q3 DES Q2 DES Q3 DF Q2 DF Q3 DRE Q2 DRE Q3 Revenue +5% -15% +1% -6% +4% -4% ≈ 0% +10% Bookings


 
6 Energy  Drilling & Production revenue growth was strong in core U.S. markets; partially offset by tough comps related to Australia and lower Canada activity  Bearings & Compression results reflect improving compression end-markets  Overall margin remains strong at 24.2% and includes 100 bps dilutive impact of recent acquisitions  Bookings growth of 9% was broad-based  Book-to-bill at 1.04 6 Q3 2014 Q3 2013 % Change Revenue $507 $468 8% Earnings $123 $119 3% Margin 24.2% 25.5% -130 bps Bookings $526 $481 9% Revenue by End-Market % of Q3 Revenue Y / Y Growth Drilling & Production 81% 9% Bearings & Compression 19% 5% $ in millions


 
7 Engineered Systems  Revenue growth is broad- based – Printing & Identification had very strong results in the US and from MS Printing – Industrial growth is led by auto-related businesses  Margin was solid at 17.2%; the benefits of productivity and volume leverage largely offset business mix (lower military activity)  Broad-based bookings growth of 11%  Book-to-bill of 0.96 7 Q3 2014 Q3 2013 % Change Revenue $695 $642 8% Earnings $119 $112 7% Margin 17.2% 17.4% -20 bps Bookings $667 $601 11% Revenue by End-Market % of Q3 Revenue Y / Y Growth Printing & Identification 42% 13% Industrial 58% 5% $ in millions


 
8 Fluids  Revenue growth driven by strong demand in Fluid Transfer and acquisitions  Fluid transfer benefitting from increased regulatory activity around the safe transport of fuels and flammable materials  Pumps results driven by North America and new products  Segment margin of 18.7% impacted by recent acquisitions  Bookings activity remains strong, especially in Fluid Transfer  Book-to-bill at 0.97 8 Q3 2014 Q3 2013 % Change Revenue $362 $309 17% Earnings $ 68 $ 63 7% Margin 18.7% 20.4% -170 bps Bookings $351 $308 14% Revenue by End-Market % of Q3 Revenue Y / Y Growth Pumps 44% 13% Fluid Transfer 56% 21% $ in millions


 
9 Refrigeration & Food Equipment  Revenue growth driven by Refrigeration markets, partially offset by customer push-outs and the timing of Belvac shipments in Food Equipment  Margin performance reflects the impact of unanticipated supply chain costs, inefficiencies connected with customer push-outs, and customer mix  Bookings and backlog growth is seasonally strong  Book-to-bill at a seasonally strong 0.87 9 Q3 2014 Q3 2013 % Change Revenue $529 $521 1% Earnings $ 78 $ 86 -10% Margin 14.8% 16.6% -180 bps Bookings $459 $433 6% Revenue by End-Market % of Q3 Revenue Y / Y Growth Refrigeration 80% 3% Food Equipment 20% -5% $ in millions


 
10 Q3 2014 Overview 10 Q3 2014 Net Interest Expense $31 million, up $1 million from last year and in- line with expectations Corporate Expense $28 million, down $5 million from last year, generally in-line with expectations Effective Tax Rate (ETR) Q3 rate was 30.8%, excluding $0.03 discrete tax benefit; in-line with expectations Capex $35 million, below prior expectations due to timing of projects Share Repurchases Repurchased 857K shares ($75M) in quarter


 
11 FY 2014 Guidance  Revenue – Organic revenue: ≈ 4% – Completed acquisitions: ≈ 4% – Total revenue: ≈ 8%  Corporate expense: ≈ $120 million  Interest expense: ≈ $130 million  Full-year tax rate: ≈ 31.0%  Capital expenditures: ≈ 2.3% of revenue  FY free cash flow: ≈ 11% of revenue 2014 Organic growth rate Energy 4% - 5% Engineered Systems 4% - 5% Fluids 5% - 6% Refrigeration & Food Equipment ≈ 1% Total organic ≈ 4% Acquisitions ≈ 4% (a) Total growth ≈ 8% (a) Reflects completed acquisitions


 
12 2014 EPS Guidance Bridge – Continuing Ops  2013 EPS – Continuing Ops $ 4.81 – Less 2013 tax benefits(1): (0.46) – Other one-time gains(2): (0.02)  2013 Adjusted EPS $ 4.33 – Volume, mix, price (inc. FX): 0.26 - 0.29 – Net benefits of productivity: 0.16 - 0.18 – Acquisitions(3): (0.01) - 0.00 – Investment / Compensation: (0.16 - 0.18) – Corporate expenses: 0.04 – Interest / Shares / Tax rate (net): 0.13 - 0.14  2014 EPS – Adj. Continuing Ops(4) $4.75 - $4.80 (1) $0.02 in Q1 2013 , $0.36 in Q2 2013, $0.04 in Q3 2013, $0.04 in Q4 2013 (2) $0.02 in Q3 2013 (3) Includes the dilutive impact of acquisitions closed in Q3 2014 and Q4 2014 (4) Excludes discrete and other tax benefits of $0.01 in Q1 2014 and $0.03 in Q3 2014