Form 8-K
false 0000029905 0000029905 2019-09-10 2019-09-10

 

 

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 10, 2019

 

IMAGE

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)

 

(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 (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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock

 

DOV

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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 September 10, 2019, Dover Corporation (“Dover”) will host an investor meeting. A presentation will be given by Dover’s President and Chief Executive Officer, Richard J. Tobin. A webcast of the meeting will begin at 2:00 p.m. Eastern time and will be available live to all interested parties. A link to the live audio webcast and the presentation materials will be available on Dover’s website (dovercorporation.com) prior to the webcast, and the replay will be archived on the website. A copy of the presentation materials is attached hereto as Exhibit 99.1.

The information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (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.

  (d) Exhibits.
 

99.1

   

Presentation dated September 10, 2019

         
 

104

   

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).


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 10, 2019

 

 

DOVER CORPORATION

 

 

(Registrant)

             

 

 

By:

 

/s/ Ivonne M. Cabrera

 

 

 

Ivonne M. Cabrera

 

 

 

Senior Vice President, General Counsel & Secretary

EX-99.1

Slide 1

Dover Investor Meeting September 10, 2019 Richard Tobin, President and Chief Executive Officer Exhibit 99.1


Slide 2

Forward-Looking Statements and Non-GAAP Measures 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 2018, 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. In addition to financial measures based on U.S. GAAP, Dover provides supplemental non-GAAP financial information. Management uses non-GAAP measures in addition to GAAP measures to understand and compare operating results across periods, make resource allocation decisions, and for forecasting and other purposes. Management believes these non-GAAP measures reflect results in a manner that enables more meaningful analysis of trends and facilitates comparison of results across periods and to those of peer companies. These non-GAAP financial measures have no standardized meaning presented in U.S. GAAP and may not be comparable to other similarly titled measures used by other companies due to potential differences between the companies in calculations. The use of these non-GAAP measures has limitations and they should not be considered as substitutes for measures of financial performance and financial position as prepared in accordance with U.S. GAAP. Definitions are included in this presentation. Reconciliations are included in Dover’s prior quarter earnings releases, investor presentations and other SEC filings, which are available on Dover’s website under “Investor Relations – News and Reports”.


Slide 3

Agenda for Today Progress update on current priorities Portfolio assessment Consistent growth across core businesses Attractive earnings power, cash generation and returns Overview of Dover businesses Go-forward strategy


Slide 4

Progress Update on Current Priorities


Slide 5

Introduction to Dover Strong Businesses: Premium franchises that partner with customers for engineered equipment, critical components, consumables, software and services across attractive end-markets Global Scale: ~24,000 employees worldwide across 18 operating companies Consistent Returns: Leading shareholder returns; strong and stable FCF; 64 consecutive years of increasing dividend Shareholder Value Creation Highlights 2019E Financial Snapshot ~$7B Revenue ~20% Adjusted Segment EBITDA Margin2 ~8-12% FCF2 % of Revenue ~16-18% Adj. ‘EPS2 ’19E Growth Dividend-Adjusted Share Price (indexed) Note: 1. As of September 5, 2019. 2. Non-GAAP measures (definitions in appendix). 1 +3x +5x


Slide 6

Delivering on Commitments $136M SG&A take-out complete ‘19YTD margins up ~200 bps yoy DFR and DFS progressing toward target margins Consistently achieved or exceeded guidance Maintain Organic Growth Improve Margins and Execution Reinvest in the Business Deploy Capital Smartly and Productively Strong, broad-based organic growth Q4’18: 6% Q1’19: 8% Q2’19: 3% All segments expected to deliver organic growth in 2019 Reinvest part of SG&A savings to drive growth: Dover Digital Labs R&D investments Sales & marketing Growth and productivity CapEx investments Automation Capacity expansion ~$220M deployed ’19YTD 2 private, no-auction deals (on track to achieve 10%+ deal ROIC1 by year 3) All-Flo (pumps) Belanger (vehicle wash) Robust acquisition pipeline supports outlook for continued deployment During the September 2018 analyst day, we committed to: Results Results Results Results Note: 1. Non-GAAP measure (definition in appendix).


Slide 7

Continued Progress in Key Areas for Improvement Footprint and organizational streamlining on track Next: productivity, sourcing, pricing and design Volume and efficiency actions expected to drive margin expansion beyond 2019 On track to exit 2019 in the 15-17+% range Current Actions Start Accruing Margin in 2020+ On Track to Achieve Target Margins in 2019 +380 bps 15%+ Exit +300 bps H1 H2 Automation at Richmond on track >50% reduction in labor, increased production speed Further footprint and productivity actions in plan Run-rate improvements at projected volume enables 2020 exit within targeted margin range 2020F +350 bps ~15% Exit Dover Fueling Solutions Adj. EBIT Margin1, % (DFS ’19E Sales ~$0.9B) Dover Food Retail Adj. EBIT Margin1, % (DFR ’19E Sales ~$0.9B) Fueling Solutions Food Retail Note: 1. Non-GAAP measure (definition in appendix).


Slide 8

Portfolio Assessment


Slide 9

Transformed Portfolio Positioned for Growth Long-term track record of superior shareholder returns Portfolio transformation over past decade has transitioned away from pure HoldCo model and resulted in a stronger portfolio with more growth exposure, less cyclicality and more synergy from common ownership Completed in-depth analysis of the portfolio which confirmed strategic and financial health and strong value creation potential of Dover businesses, including two highly accretive turnarounds Clarity on what type of businesses we like, how we drive sustainable growth and how we add value as an enterprise Intend to increase transparency around our businesses


Slide 10

Strong Track Record of Generating Shareholder Returns 1 year 3 years 5 years 10 years Total Shareholder Return Note: Annualized Total Shareholder Return as of September 5, 2019, including dividends and spin-offs. Peer median includes AME, EMR, ETN, FTV, HON, IEX, IR, ITW, JCI, MMM and UTX. Source: Capital IQ.


Slide 11

Transformation has Substantially Improved Portfolio From… …To Streamlined Improved Mix Less Cyclical Higher Growth Pro Forma Organic ~35 18 Organic 100% ~55% Legacy Portfolio ~9% Upstream O&G2 ~8% Consumer Electronics2 +2.5% +3.6% Reported Organic Growth Pro Forma Organic Growth Operating Units (’08 à ’19E) Business Mix (’08 à ’19E) Peak to Trough Organic Revenue4 Change Organic Revenue Growth Profile5 Note: Pro forma portfolio excludes all divested businesses and includes acquired businesses currently in the portfolio only for the period of Dover ownership. 1. Includes divestitures of businesses engaged in production of capital equipment for construction, hydraulics, transport trailers, electronics, semiconductor, automotive aftermarket parts and other cyclical end-markets. 2. Reflects businesses spun as Apergy and Knowles. 3. Includes add-on acquisitions post-2008. 4. Non-GAAP measure (definition in appendix). 5. Reflects Dover 2010-2019E organic revenue CAGR. ~28% Cyclical Divestitures1 ~80% Quality Legacy Portfolio3 ~20% New Adjacencies (DDP, DFS, Maag)


Slide 12

Note: Based on 2019E Revenue. May not add due to rounding. 1. Upstream Oil & Gas comprises less than 2% of revenue. Current Portfolio Serves Diverse, Stable End-Markets Which Support Consistent Growth Retail Fueling Revenue by End-Market Served Industrial Applications Other Food Retail Automotive Aftermarket & Repair Consumer Goods, Hospitality & Restaurants Waste Management Transportation, Construction & Infrastructure Biopharma & Medical GDP+ global growth markets Favorable industry structures Compete in defensible niches; top 3 position Benefit from secular compliance, safety, consumer trends Low exposure to commodity-driven or cyclical markets Many markets highly fragmented and distributor-mediated, but with direct end-user link for R&D Oil & Gas1 Plastics & Chemicals


Slide 13

Majority of Revenue Recurring or Repeatable Revenue by Product/Service Equipment Parts Consumables Services & Software1 Characteristics of Dover Businesses Critical equipment or component in a system Meaningful replacement, consumable or aftermarket demand Predictable technology waves Software / services enhance solutions Components Business Model Customer Base Financial Profile Loyal, professional buyers who choose product based on performance Moderate, customer-centric R&D; co-developed, “specified products” High customer-to-supplier ratio Value-in-use and switching costs far exceed product costs Stable and attractive cash flow Low capital intensity High ROIC Recurring Demand ~30% of Total Repeatable and Predictable Demand Installed Base Note: Based on 2019E Revenue. 1. Software represents ~40% of Services & Software revenue.


Slide 14

Conducted In-Depth Review at Individual Business Level 2018A Operating ROIC Portfolio of Premier Businesses Cost of Capital Estimated Medium-Term Value Creation Potential1 S&P500 What We Did Reviewed strategic and financial attractiveness at OpCo level Assessed historical and forward growth, margin, operating ROIC and cash flow generation Evaluated business’ value and value-creation potential grounded in long-term DCF What We Concluded Majority of businesses healthy and attractive Significant value creation potential from both high performers and near-term “turnarounds” No “burning platforms”…but will manage portfolio over time Clarity on how to drive value and investment potential in each business DFS DFR 2 3 Significant value-creation potential from improving ROIC to Dover average Note: 1. Reflects estimated 2019-2021 annualized growth in earnings and FCF generation. 2. Non-GAAP measure (definition in appendix). 3. Estimated long-term S&P500 total return. Size represents ’19E Adj. EBITDA


Slide 15

Re-segmentation Aligned with New Management Structure and Operating Model; Increasing Portfolio Transparency Refrigeration & Food Equipment Engineered Systems Fueling Solutions $B 2019E Revenue Management and Operating Model Increased management efficiency and decision making speed Consistency with evolving operating model Leverage of business model and go-to-market commonality Clearer alignment with capital deployment priorities Portfolio Transparency & “SOTP” Improved performance benchmarking comparability Increased portfolio transparency to shareholders Better visibility into “sum of the parts” value Current Segments Future Segments1 Note: 1. Effective Q4 2019. For remainder of presentation, all references to “segments” will be for new segment structure.


Slide 16

Portfolio Has Delivered GDP+ Growth ’10-’19E PF Organic Rev Growth1 ’16-’19E PF Organic Rev Growth1 Segment $B 2019E Revenue Global GDP growth Global GDP growth Imaging & Identification Engineered Products Fueling Solutions Pumps & Process Solutions Refrigeration & Food Equipment Annualized CAGR Annualized CAGR Note: Pro-forma portfolio excludes all divested businesses and includes acquired businesses currently in the portfolio only for the period of Dover ownership. 1. Non-GAAP measure (see appendix for definition. Source: Nominal global GDP growth per IMF.


Slide 17

Dover Formula to Drive Sustained GDP+ Growth Across Segments Attractive End-Markets Positive secular trends Stable structure, incremental evolution Healthy Baseline Growth Leadership Top 3 position Scale advantage Competitive moats Sustainable Advantage Innovation Customer-led Continuous incremental improvements Digital and IoT Customer Intimacy and Stickiness Top-Line Visibility and Quality Installed base drives replacement, aftermarket and component demand Growing software and services offering Repeatable and Predictable Revenue Base


Slide 18

Line of Sight for Continued Margin Expansion Imaging & Identification Engineered Products Fueling Solutions Pumps & Processing Solutions Refrigeration & Food Equipment Low-20s Mid-20s Mid-Teens High-Teens Mid-Teens Low-20s Low-20s Mid-20s Mid-Teens Mid-Teens Near-Term Opportunity Adjusted EBITDA Margin1 Near-Term Opportunity Note: Pro-forma portfolio excludes all divested businesses. 1. Non-GAAP measure (definition in appendix).


Slide 19

Overview of Dover Businesses


Slide 20

OpCos Dover Positions Financial Profile Select Peers Growth Drivers/Industry Dynamics Business Mix Revenue by End-Market MSD $1.6B Low-20s Sales Growth Adjusted EBITDA %1 Fueling Solutions Overview #2 globally in retail fueling #1 in China, LatAm, EMEA #1 globally in critical fluid transfer (trailer, rail, chemical & industrial) #1 in NA car wash equipment Fueling Systems Fluid Transfer Vehicle Wash Dispensers Oil & Gas/Other Revenue by Product Parts , Services & Other Components Growing volume: miles driven and fuel consumption Regulatory mandates (EMV, EPA, double-wall, etc.) New infrastructure build-out (especially Asia) Secular shift to automated vehicle wash High-risk, high-switching-cost applications Brand differentiation and loyalty Digitization and outsourcing of workflows (e.g., loyalty programs, fuel management, site monitoring) Retail Fueling Services, Software, Aftermarket Underground / Regulatory, Hanging Hardware Strong Recurring Revenue Base (~35% of Revenue) with Material Software Component Note: 1. Non-GAAP measure (definition in appendix).


Slide 21

Fueling Solutions: Growth Driver Highlights Motorists expect experience similar to other retail formats: Speed & Convenience Safety & Security Loyalty & Infotainment Retailers battling to deliver superior service and efficiency: Secure fuel margins: maximize throughput and minimize theft, short deliveries and spillage Maintain compliance Site optimization: track assets, optimize maintenance, optimize prices and control resources and environment Environment increasingly digital and connected: mobile payments, connected site, digital infotainment, real-time pricing, workflow & back-office software Fueling & Convenience Industry is Evolving… …Creating Opportunities for DFS to Capitalize Systems Business >$150M and Growing Majority of Systems & Software business “dispenser-agnostic”; adoption of new services and technologies driving growth above the overall market ~750K stations globally represent significant growth runway and high-margin revenue opportunity DFS has broad solutions offering; DFS Cloud driving SaaS revenue growth Fuel adjacencies: OPW CivaCommand fleet and asset management software for pre-retail fuel logistics 1 Note: 1. Pro-forma for full-year impact of DFS acquisitions.


Slide 22

OpCos Dover Positions Financial Profile Select Peers Growth Drivers/Industry Dynamics Business Mix Revenue by End-Market Pumps & Processing Solutions Overview Oil & Gas2 Biopharma & Hygienic Plastics & Polymers #1 globally in plastics processing equipment #1 globally in engineered bearings and isolators Top-3 globally in positive displacement pumps #1 in medical connectors; #2 in biopharma Chemical Industrial Applications Revenue by Product Parts Components Services & Other Adoption of positive displacement pumps (vs. centrifugal) Shale-gas-driven reshoring of US process manufacturing Growth in biological drugs (vs. small molecule) and single-use equipment (vs. stainless steel) Emergence of and growth in IoT offerings Installed-base-driven replacement demand: Predictable retrofit sales across large installed base Parts and aftermarket High-criticality, high-switching-cost, often specified applications catering to loyal professional customers GDP+ $1.3B Mid-20s Sales Growth Adjusted EBITDA %1 Large Recurring Revenue Mix (~36%) with Components Sales Driven by Large Installed Base / Aftermarket (Pall) Note: 1. Non-GAAP measure (definition in appendix). 2. Upstream oil & gas accounts for 7% of Pumps & Processing Solutions revenue.


Slide 23

Pumps & Processing Solutions: Growth Driver Highlights Growth in Biopharma and Single-Use Technology Continued Transition to Repeat and Recurring Revenue Model Strong growth in Biopharma: Biologics represent 8 out of 20 global top-selling drugs, 40% of new drug pipeline (vs. 25% 10 yrs ago) Growth ~2x of small molecule pharma Single-use is a growing production technology in Biopharm Adoption 10-15%, but capturing ~50% of new capacity Benefits include production flexibility, safety and efficiency Dover offers leading proprietary single-use technology: pumps (Quattroflow), sterile connectors (Colder) Quattroflow sales up ~6x since acquisition Colder sales up ~4x since acquisition Focused strategy to drive aftermarket capture Aftermarket ~40-50% of sales in DPC and Maag 50%+ of PSG pumps sales are from installed base replacement Predictability driven by professional customer loyalty and switching cost/risk in performance-critical applications Consumables & Spares Revenue >$300M and growing2 +11%1 Biopharma & Hygienic Revenue >$200M and growing +9%1 Note: 1. Annualized CAGR. 2. Relating to Pumps & Process Solutions.


Slide 24

Imaging & Identification Overview #2 globally in marking & coding OpCos Dover Positions #1 globally in digital textile printing equipment and consumables Revenue by Product Parts Software, Services & Other Financial Profile Revenue by End-Market Textile General Industrial Consumer Goods Other Select Peers (Videojet) (Reggiani) Growth Drivers/Industry Dynamics Business Mix (Brother) Large installed base with high stickiness Increasing demand and requirements for product traceability and brand protection “Fast fashion” and customization driving double-digit growth in digital textile printing Growing software/service component: Remote monitoring and diagnostics (Colos) Workflow and color management in textile (Caldera) Opportunity for “closed system”: in-house printers (MS), inks (JK) and software (Caldera) Strong, Fast-Growing, Recurring Revenue Base (~65% of Revenue) MSD $1.1B Mid-20s Sales Growth Adjusted EBITDA %1 Note: 1. Non-GAAP measure (definition in appendix).


Slide 25

Imaging & Identification: Growth Driver Highlights Momentum in Digital Textile Printing Increased Focus On Software and Services 26B linear meters of textile printed globally per year Digitally printed volume doubled in ~5 years Still <10% printed digitally – expected to reach 20-30% Growth in “fast fashion” and customization support digital due to shorter lead times and smaller batch sizes Dover offers equipment, inks, software – best positioned to develop a superior performance “bundle” CoLOS software (developed by Markem Imaje): 17,000 installs, recently upgraded to v6.0 Focus on consulting & integration services to drive total solution selling and customer ROI Customer value driven by improving efficiency, reducing rework / scrap, ensuring product code accuracy / compliance, remote monitoring, brand protection and product traceability Caldera (Digital Printing): 19,000 installs, provides critical color management and workflow software for digital printing Recently launched Caldera Care, a maintenance and service contract to add recurring revenue and improve SLA +8%1 Software & Services Revenue >$100M and growing Digital Print business >$200M and Growing +13%1 Note: 1. Annualized CAGR.


Slide 26

OpCos Dover Positions Financial Profile Select Peers Growth Drivers/Industry Dynamics Business Mix Revenue by End-Market Waste Management & Municipal Gov’t Automotive OEM Automotive Aftermarket Repairs Space & Defense General Industrial #1 in NA refuse trucks #1 in global vehicle lifts #1 in NA collision repair equipment Leaders in niche markets (Commercial) (Hennessy) (Car-O-Liner, Challenger) Engineered Products Overview Revenue by Product Parts , Software, Services & Other Components Secular growth in waste collection Growth in waste per capita Increased recycling and diversion requirements Automation and digitization Software- and camera-based systems: driver safety, fleet monitoring, customer service confirmation, etc. Increasing sophistication in car technology Increasing car age, miles driven, accident rates Growth in automation, infrastructure and defense spend GDP+ $1.7B High-teens Sales Growth Adjusted EBITDA %1 Consistent Growth Profile Driven by Market Leadership Position in Stable End-Markets Note: 1. Non-GAAP measure (definition in appendix).


Slide 27

Engineered Products: Growth Driver Highlights ESG Digital Driving Growth By Delivering New Value to Customers Digital offering began in ’13 with Heil controllers; expanded through the acquisition of 3rd Eye in ’16 Suite of digital solutions encompassing a unique combination of truck data, video, images and analytics delivered through SaaS cloud platform “Connected Truck” offering delivers tangible value and ROI to customers (positive service verification, safety, etc.) ~300% growth in revenue from SaaS software and related hardware in the last two years Growth runway for digital in specialty fleet adjacencies VSG Data and Diagnostics Cars increasingly sensorized and repair workflows more sophisticated with stricter OEM compliance requirements VSG equipment used in repairs well positioned to facilitate data capture and exchange in the value chain OEM data and repair procedures Equipment-generated data and repair history Advanced driver-assistance systems (ADAS) data VSG Cloud deployed in 2019; several in-flight developments to be launched in 2020 ESG Digital


Slide 28

OpCos Dover Positions Financial Profile Key Peers Growth Drivers/Industry Dynamics Business Mix Revenue by End-Market Refrigeration & Food Equipment Overview #1-2 in NA food retail refrigeration #1-2 globally in brazed plate heat exchangers Top 3 globally in can making equipment Niche leader in foodservice equipment HVAC Food & General Retail Other Consumer Goods Hospitality & Restaurants (Panasonic) Revenue by Product Parts Services & Other Components Grocery footprint (small format and select regional chains) and spend on store remodels (every ~7-9 years) Growing food sales through grocery channel and merchandising mix shift toward fresh and prepared “Close-the-case” trends driving door demand, increases value of replacement units New retail business models drive innovation: small format distributed refrigeration, lockers and “smart doors” Growing adoptions of brazed plate heat exchangers in HVAC and other markets Expected shift to aluminum can packaging due to improved storage, merchandising and recyclability Large Installed Base Drives Long-Term Stability LSD $1.5B Mid-teens Sales Growth Adjusted EBITDA %1 Note: 1. Non-GAAP measure (definition in appendix).


Slide 29

Retail Refrigeration: Growth Driver Highlights Growth in Small Footprint Retail Supermarkets diversifying into urban & specialty formats New urban formats (e.g., Amazon Go) Discounters adding stores, expanding into fresh food C-stores adding prepared / grab-n-go meals Distributed (vs. centralized) refrigeration systems now represent 60+% of the market Multiple initiatives targeting the growing segment with good traction Micro-distributed SoloChill solution Avoids noise and heat, unlike self-contained cases ~85% less refrigerant per store Unit-specific cooling temperature and controls Plug & Play connection Other launches: Inviropak and Adaptak distributed systems, HVI-4 self-service case Consumer shopping expectations are evolving; imperative for brick-and-mortar retailers to innovate Cooler-equipped perimeter is fastest growing area in the retail store ~75% of cooler and freezer purchases are impulse buys – overlooked and underutilized promotion and advertising opportunity ~65% impulse buys heavily influenced by in-store messaging Unique digital door solution enabling: Price management Advertising in the “moment of truth” Superior consumer experience Pilots with Walgreens and other leading retailers under way Digital Doors Dover is an exclusive door supplier to Cooler Screens, an innovative provider of retail digital merchandising and advertising technology


Slide 30

Go-Forward Strategy


Slide 31

Foundation Unchanged, Significant Opportunity Ahead Clear Path to Continue Superior Value Creation Dover Foundation Execution Priorities GDP+ Growth Improved Returns Through Strong Execution Productive FCF Re-Deployment High-quality industrial businesses, not reprogramming the DNA Entrepreneurial culture with healthy management autonomy Excel in customer-facing capabilities Strong, stable cash generation and robust balance sheet Portfolio with inorganic growth optionality and strong M&A engine


Slide 32

Evolving Operating Model to Support Consistent Execution Businesses own their customer, product and R&D Formulate business strategies grounded in deep market insight Drive execution, accountable for results Cultivate proprietary deals “Activist center”: rigorous performance management and execution oversight Oversee capital allocation Set incentives, key talent management Drive synergy from enterprise scale ~175 employees in HQ Lean Value-Add Corporate Center1 Future Segments Notes: 1. Blue text highlights capabilities and functions recently established at Dover Corporate level. Fueling Solutions Pumps & Process Solutions Imaging & ID Engineered Products Refriger-ation & Food Equipment HR Legal Digital / IT Operations Finance / Dover Business Services Corporate Development


Slide 33

Dover Business Services Drives Back-Office Efficiency ~200 employees across Philippines, China, US Multiple functions supported: Finance: A/P, A/R, expenses and ledger Payroll and taxes, time and attendance Process automation (service tickets, etc.) Significant runway for continued deployment (only 15-25% of processes supported by 2020) Tangible and Significant Benefits Allows OpCo focus on core competencies Drives efficiency, consistency and agility, delivering tangible cost savings ~60% cost arbitrage (vs. each OpCo maintaining own back office) Improved controls and detection 95%+ service level Employs best-in-class technology Tableau analytics: 200+ reports ServiceNow user support: 4K+ tickets monthly Automation Anywhere: 100+ automated tasks % Supported by DBS by Process Type DBS Delivers Efficiency and Scale Benefits with Significant Cost Savings Runway


Slide 34

Dover Digital Labs Unlocks Multiple Value Streams Customer Experience Connected Products Automation and Efficiency Easier to find, experience, and buy products from Dover Faster to acquire parts and consumables Efficient warranty and service Sensors and software improve productivity, compliance, quality and safety for our end-customers Connected products reduce maintenance and operational costs, and create new revenue streams for our customers Capitalize on workflow digitization trend in our markets Rationalize number and type of IT systems and vendors Production automation to improve productivity and yields Digital best practices & playbooks Quote Volume 7% Select Pilot Results1 Key Dover Digital Strategy Pillars Building a Team of ~100 Software Developers, Data Scientists and Product Managers to Provide World-Class Digital Capability Response Time 5x Sales Productivity 15% Hardware Attach Rate Up to 20% Cost Savings 35% Note: 1. Impact estimates for select pilots for businesses and operational areas covered by respective pilots, measured as change in addressable target metrics achieved post-implementation relative to baseline. OpCos involved in early pilots: DFS, DFR, ESG, PSG and OPW.


Slide 35

Four Areas of Focus for Operational Improvement Footprint Improve utilization and asset leverage Leverage common capabilities Optimize real estate costs Automation Address labor-intensive processes Standardization, SKU rationalization Workflow optimization Continuous Improvement Lean practices in DNA Universal toolkit: PFEP, SMED, etc. Best-practice sharing across portfolio Performance Goal cascading and project management Growing Operations talent base Risk assessment and management


Slide 36

Continued Execution of Operational and Margin Improvement Initial Focus 2020 in Flight Future SG&A Rightsizing Completed SG&A cost reduction across all businesses ~$100M net cost take-out +$0.53 of EPS Strong Execution and Operational Efficiency Initiating a set of actions resulting in $50M net cost take-out Footprint rationalization IT centralization Center-led digital Operational optimization DFR and DFS margin improvement execution Execute on deal pipeline Continuous Improvement & Portfolio Management Sustain 25-30%+ core incremental margins Consistent execution with strong incrementals Smart inorganic cash deployment Portfolio mix improvement Reinvestment for compounding returns Rigorous synergy capture


Slide 37

Strong Free Cash Flow an Important Asset 10%9%10%8-12% Cash Restructuring Costs % Revenue2 ~1B $2.5- $3.5B Operating Cash Flow 1 (Before Capex) Maintain Target ~2.5x Leverage 2020-2022 (Est.) Optional Investment-Grade Leverage up to 3.5x for Strategic Deals Free Cash Flow2 Capital Available $3.5B+ Capital Available in the Next 3 Years Note: 1. Illustrative. Assumes 3-5% revenue growth and 8-12% FCF conversion (after Capex). 2. Based on FCF adjusted for cash restructuring expenses; FCF is a non-GAAP measure (definition in appendix). 8-12% of Revenue $ in millions Illustrative


Slide 38

Capital Allocation Priorities Remain Intact Clear Acquisition Criteria Market GDP+, stable growth ‘Low-turbulence’ technology trends Performance-based competition Fragmented customer base Runway for capital deployment Business Leading position in its niche Loyal professional users, installed base Growth- and/or margin-accretive Revenue visibility Favorable customer value-add vs. switching cost/risk Returns Fit with Dover’s segments, synergistic 10%+ deal ROIC1 by Year 3 Synergy skewed toward cost Note: 1. Non-GAAP Measure (definition in appendix). 1 Invest Organically Priority to high-confidence organic investments Capacity for growth Digitization, e-commerce Innovation and R&D Productivity and automation Aftermarket and recurring revenue streams 2 Grow through Acquisitions Bolt-on acquisitions around existing segments Possible larger deals if high fit Strict strategic fit and financial discipline criteria 3 Return Capital Dividend: Grow 2-4% p.a.; target ~30% payout Share Repurchases if investment opportunities do not materialize; will not let cash build


Slide 39

Status of Select Significant 2019 Organic Investments 13% CAGR in past 5 years, 10% since acquisition in 2005 Current mix of leased/owned space limits growth and operational flexibility Increased clean room demand due to growth in biopharma CPC Expansion DPC Expansion DFR Automation Context Progress Minneapolis, MN Antigo, WI/Pearland, TX Richmond, VA Automation to fundamentally address the cost base 30%+ expected IRR through faster speed and higher quality/consistency: 50% reduction in labor hours Significant SKU simplification Base models: ~450 à <100 Base permutations: ~60M à ~1k Antigo plant expansion to accommodate newly awarded marine bearings projects Building on 50yr+ partnership with General Dynamics Electric Boat and the U.S. Navy New Innovation and Test Lab in Pearland to foster collaboration between different R&D disciplines Two legacy facilities combined into new one; room for growth Broke ground in 2019, mid-2020 completion Ready for pilot production by end of 2019 Completion mid-2020 Expansion in progress, target completion in 1H2020 ~$30M ~$10M ~$20M Will Continue Investing in High-ROI Organic Opportunities to Grow and Strengthen Dover


Slide 40

Runway for Inorganic Deployment in Attractive Segments Core Software and services Traceability Value chain adjacencies Opportunistic consolidating bolt-ons Enhance software and diagnostic offerings Software add-ons Transportation components Vehicle wash Grow in pumps Hygienic and life science Fluid path adjacencies IoT solutions Synergistic tuck-ins Imaging & Identification Engineered Products Refrigeration & Food Equipment Software / Services Adjacencies Pumps & Processing Solutions Fueling Solutions Runway & Priority Remain within Dover circle of competence Measured pace of portfolio evolution Shift weighting of the portfolio to fluid control, critical components, and imaging over time Improve growth exposure Grow complementary digital business Increase sales stability Portfolio Intent Priorities


Slide 41

Targeted Future Performance Revenue Growth GDP+ Revenue Stability 30+% Recurring and Highly Repeatable Margin Expansion $50M Cost-Out in 2020 25-30% Incrementals EPS Growth Double-Digits Free Cash Flow ~10%+ of Sales Total Shareholder Return Top-Quartile Strategy Lays Foundation for Continued Outperformance GDP+ Growth Improved Returns through Strong Execution Productive FCF Re-Deployment


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Go-Forward Strategy Builds on Recent Successes Strengthen Execution, Deliver on Commitments Deliver on SG&A rightsizing initiative Improve performance in Retail Fueling and Retail Refrigeration Continue organic growth and productivity investments Complete $1B buyback program by end of ’18; opportunistically increase repurchases Pursue bolt-on M&A around existing segments Comprehensive footprint evaluation Rightsizing began in Q4 2018 – 1H 2019 2H 2019 and Beyond Realize Full Dover Potential Invest behind Dover’s businesses, capture potential of Digital Further margin improvement: $50M cost take-out target for 2020, sustain attractive incremental margins Build new robust operating model for consistent execution Pursue smart inorganic opportunities Opportunistically repurchase own stock Continue to grow dividend Provide increased transparency to investors In Progress & On Track


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Appendix: Non-GAAP Definitions Definitions of Non-GAAP Measures: Adjusted Earnings from Continuing Operations: is defined as earnings from continuing operations adjusted for the effect of acquisition-related amortization, rightsizing and other costs, the Tax Cuts and Jobs Act, gains on dispositions, disposition costs, a product recall reserve charge and reversal, and a loss on assets held for sale. Adjusted Diluted Earnings Per Share from Continuing Operations: is defined as adjusted earnings from continuing operations divided by average diluted shares. Adjusted EBIT by Segment: is defined as earnings from continuing operations before income taxes, net interest expense, corporate expenses, rightsizing and other costs, gains on dispositions, disposition costs, a product recall reserve charge and reversal, and a loss of assets held for sale. Adjusted EBIT Margin by Segment: is defined as adjusted EBIT by segment divided by segment revenue. Adjusted EBITDA by Segment: is defined as adjusted EBIT by segment plus depreciation and amortization, excluding depreciation and amortization included within rightsizing and other costs. Adjusted EBITDA Margin by Segment: is defined as adjusted EBITDA by segment divided by segment revenue. Free Cash Flow: is defined as net cash provided by operating activities minus capital expenditures. Organic Revenue Growth: is defined as revenue growth excluding the impact of foreign currency exchange rates and the impact of acquisition and dispositions. Operating ROIC: is defined as tax-effected Adjusted EBITDA by segment excluding segment expenses, divided by gross plant, property and equipment plus net working capital (accounts receivable plus inventory less accounts payable, accrued rebates and accrued volume discounts). Deal ROIC: is defined as free cash flow of the acquired business divided by its purchase price. Further information regarding management’s use of non-GAAP measures is included in Dover’s prior earnings releases, investor presentations and other SEC filings, which are available on Dover’s website under “Investor Relations – News and Reports”.