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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): November 2, 2018
________________________________
https://cdn.kscope.io/b1db4b0446608942d2552f2b7f8ea56e-doverlogoa16.jpg
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 
 
 
 
 




Item 7.01 Regulation FD Disclosure.

On December 22, 2017, the Tax Reform Act was enacted, which reduced the U.S. corporate income tax rate from a maximum of 35% to a flat 21%, effective January 1, 2018.  As a result of this reduction, the Company revalued its ending net deferred tax liabilities as of December 31, 2017 and recognized a provisional tax benefit in the fourth quarter of 2017 of $172 million. The provisional tax benefit is subject to change due to, among other things, issuance of additional regulatory guidance, changes in interpretations and assumptions the Company has made, and actions the Company may take as a result of the Tax Reform Act. The provisional benefit will be finalized in the fourth quarter of 2018 consistent with SEC Staff Accounting Bulletin No. 118. 

$53.2 million of the above provisional benefit recorded for the fourth quarter of 2017 was presented within earnings (loss) from discontinued operations in the unaudited pro forma consolidated financial information in the Form 8-K dated May 14, 2018 and in the unaudited financial information included in the Investor Supplement in the Form 8-K dated July 19, 2018. In accordance with ASC 740-10-45-15, this provisional benefit is being reclassified to provision (benefit) for income taxes related to continuing operations. This change has no impact to 2017 net earnings or 2017 adjusted earnings from continuing operations. This reclassification has no effect on our 2017 Form 10-K/A or our Form 10-Q filings.
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 the Company’s filings with the SEC under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished as part of this report:
 
99.1 Revised Fourth Quarter and Full Year 2017 Financial Information






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 2, 2018
DOVER CORPORATION
 
 
 
(Registrant)
 
 
 
 
 
 
 
 
By:
/s/ Ivonne M. Cabrera
 
 
 
 
Ivonne M. Cabrera
 
 
 
 
Senior Vice President, General Counsel & Secretary
 
 
 
 
 
 




Exhibit



Exhibit 99.1
DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(unaudited)(in thousands)
 
 
2017
 
 
Q4
FY 2017
NET EARNINGS
 
 
 
Segment Earnings:
 
 
 
Engineered Systems
 
$
214,407

$
604,484

Fluids
 
106,941

368,630

Refrigeration & Food Equipment
 
29,018

193,822

Total segments
 
350,366

1,166,936

Corporate expense / other
 
51,721

154,664

Interest expense
 
36,363

144,948

Interest income
 
(1,822
)
(8,491
)
Earnings before (benefit) provision for income taxes
 
264,104

875,815

(Benefit) provision for income taxes *
 
(25,541
)
129,152

Earnings from continuing operations *
 
289,645

746,663

Earnings from discontinued operations, net *
 
6,803

65,002

Net earnings
 
$
296,448

$
811,665

 
 
 
 
* The Company reclassified $53.2 million of income tax benefit related to the revaluing of December 31, 2017 deferred taxes, in accordance with ASC 740-10-45-15, from earnings from discontinued operations, net to (benefit) provision for income taxes related to continuing operations.





DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)(in thousands, except per share data**)
Earnings Per Share
 
 
 
 
 
2017
 
 
Q4
FY 2017
Basic earnings per common share:
 
 
 
Continuing operations *
 
$
1.86

$
4.80

Discontinued operations *
 
0.04

0.42

Net earnings
 
$
1.90

$
5.21

 
 
 
 
Diluted earnings per common share:
 
 
 
Continuing operations *
 
$
1.83

$
4.73

Discontinued operations *
 
0.04

0.41

Net earnings
 
$
1.88

$
5.15

 
 
 
 
Net earnings and weighted average shares used in calculated earnings per share amounts are as follows:
Net earnings:
 
 
 
Continuing operations *
 
$
289,645

$
746,663

Discontinued operations *
 
6,803

65,002

Net earnings
 
$
296,448

$
811,665

 
 
 
 
Weighted average shares outstanding:
 
 
 
Basic
 
155,734

155,685

Diluted
 
158,013

157,744

 
 
 
 
* The Company reclassified $53.2 million of income tax benefit related to the revaluing of December 31, 2017 deferred taxes, in accordance with ASC 740-10-45-15, from earnings from discontinued operations, net to (benefit) provision for income taxes related to continuing operations.
** Per share data may be impacted by rounding.






Non-GAAP Reconciliations
Adjusted Earnings Per Share (Non-GAAP)
 
 
 
Earnings from continuing operations are adjusted by the effect of acquisition-related amortization, the Tax Cuts and Jobs Act, gains on disposition of businesses, disposition costs, rightsizing and other costs and a product recall reserve reversal to derive adjusted earnings from continuing operations and adjusted diluted earnings per common share as follows:
 
 
2017
 
 
Q4
FY 2017
Adjusted earnings:
 
 
 
Earnings from continuing operations *
 
$
289,645

$
746,663

Acquisition-related amortization, pre-tax 1
 
37,108

151,277

Acquisition-related amortization, tax impact 2
 
(11,906
)
(48,881
)
Tax Cuts and Jobs Act 3 *
 
(54,908
)
(54,908
)
Gain on dispositions, pre-tax 4
 
(116,932
)
(205,334
)
Gain on dispositions, tax impact 2
 
6,071

32,753

Disposition costs, pre-tax 5
 
1,931

5,245

Disposition costs, tax impact 2
 
(1,051
)
(2,015
)
Rightsizing and other costs, pre-tax 6
 
49,379

49,379

Rightsizing and other costs, tax impact 2
 
(14,746
)
(14,746
)
Product recall reversal, pre-tax
 
(7,200
)
(7,200
)
Product recall reversal, tax impact 2
 
2,614

2,614

Adjusted earnings from continuing operations
 
$
180,005

$
654,847

 
 
 
 
Adjusted diluted earnings per common share**:
 
 
 
Diluted earnings per share from continuing operations *
 
$
1.83

$
4.73

Acquisition-related amortization, pre-tax 1
 
0.23

0.96

Acquisition-related amortization, tax impact 2
 
(0.08
)
(0.31
)
Tax Cuts and Jobs Act 3 *
 
(0.35
)
(0.35
)
Gain on dispositions, pre-tax 4
 
(0.74
)
(1.30
)
Gain on dispositions, tax impact 2
 
0.04

0.21

Disposition costs, pre-tax 5
 
0.01

0.03

Disposition costs, tax impact 2
 
(0.01
)
(0.02
)
Rightsizing and other costs, pre-tax 6
 
0.31

0.31

Rightsizing and other costs, tax impact 2
 
(0.09
)
(0.09
)
Product recall reversal, pre-tax
 
(0.05
)
(0.05
)
Product recall reversal, tax impact 2
 
0.02

0.02

Adjusted diluted earnings per share from continuing operations
 
$
1.14

$
4.15

 
 
 
 
1 Includes amortization on acquisition-related intangible assets and inventory step-up.
2 Adjustments were tax effected using the statutory tax rates in the applicable jurisdictions or the effective tax rate, where applicable, for each period.
3 Tax impact primarily related to the enactment of the Tax Cuts and Jobs Act. This benefit also includes decreases in statutory tax rates of foreign jurisdictions.
4 Includes a gain from the sale of Warn Industries, Inc. in the fourth quarter of 2017.
5 Disposition costs include costs related to the sale of Warn Industries, Inc. in the fourth quarter of 2017.
6 Rightsizing and other costs include actions taken on employee reductions, facility consolidations and site closures and product line divestitures and exits.
* The Company reclassified $53.2 million of income tax benefit related to the revaluing of December 31, 2017 deferred taxes, in accordance with ASC 740-10-45-15, from earnings from discontinued operations, net to (benefit) provision for income taxes related to continuing operations.
** Per share data and totals may be impacted by rounding.





Non-GAAP Disclosures

In an effort to provide investors with additional information regarding our results as determined by GAAP, Management also discloses non-GAAP information that Management believes provides useful information to investors. Adjusted net earnings and adjusted diluted earnings per common share are not financial measures under GAAP and should not be considered as a substitute for net earnings and diluted earnings per common share as determined in accordance with GAAP, and they may not be comparable to similarly titled measures reported by other companies. 

Adjusted earnings from continuing operations represents earnings from continuing operations adjusted for the effect of acquisition-related amortization, the Tax Cuts and Jobs Act, gains on disposition of businesses, disposition costs, rightsizing and other costs and a product recall reserve reversal. We exclude after-tax acquisition-related amortization because the amount and timing of such charges are significantly impacted by the timing, size, number and nature of the acquisitions the Company consummates. We exclude the other items because they occur for reasons that may be unrelated to the Company's commercial performance during the period and/or Management believes they are not indicative of the Company's ongoing operating costs or gains in a given period. Management believes this information is useful to investors to better understand the Company’s ongoing profitability as it will better reflect the Company's core operating results, offer more transparency and facilitate easier comparability to prior and future periods and to its peers. Adjusted diluted earnings per common share represents adjusted net earnings divided by average diluted shares.