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 20, 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”) will present at the Bank of America Merrill Lynch Global Industrials & EU Autos Conference at 10:35 a.m. GMT (6:35 a.m. EDT) on March 20, 2014. 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 live audio webcast of the Company’s presentation at the conference will be available via the Company’s website ( http://www.dovercorporation.com ) and a replay of the webcast will be available on the website for approximately 90 days.
Exhibit 99.1 contains historical financial information presented under Dover’s new segment structure. These segment level disclosures are considered “Non-GAAP” financial information until such time that the new segment reporting structure is included within a periodic filing with the Securities and Exchange Commission. The Company’s management believes this non-GAAP financial information is useful to investors to better understand historical trends under the revised segment structure, which the Company will be reporting under in its Form 10-Q for the quarter ending March 31, 2014.
Exhibit 99.1 also contains “forward-looking” statements within the meaning of the Securities Exchange Act of 1934, as amended, 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 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 actual results to differ materially from our 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 Securities 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 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 March 20, 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 20, 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 March 20, 2014	

BAML Global Industrials & EU Autos ConferenceRobert LivingstonPresident & CEOMarch 20, 2014Exhibit 99.1

2Forward looking statementsWe want to remind everyone that our comments may contain forward-lookingstatements that are inherently subject to uncertainties. We caution everyone tobe guided in their analysis of Dover Corporation by referring toour Form 10-Kfor a list of factors that could cause our results to differ from those anticipatedin any such forward-looking statements.We would also direct your attention to our website, dovercorporation.com,where considerably more information can be found.2

3Since our last Dover Day investor meeting…Building our industrial businesses–Continued to expand in our growth areasEnergy, Fluids, Refrigeration, Printing & ID all grew organicallyand through acquisition–Anthony, Finder, KPS, Fibrelite and MS all expand productbreadth and geographic reach–Our business profile is more consistent and focusedwith sustainable higher marginsNew segment structure to capture growth opportunities–Energy, Fluids, Refrigeration & Food Equipment,and Engineered SystemsThe next generation of Dover leadership to drive performance–Andy Fincher, Bill Johnson and Soma Somasundaram to leadEngineered Systems, Refrigeration & Food Equipment,and Energy, respectively3

4…but our strengths remain unchangedCustomer intimacy–Innovate for the customerWe win when we help our customers winRecurring theme of delivering efficiency (energy, cost & speed)and sustainability–Superior customer serviceOn-time delivery, quality, supportLeverage our scaleGenerate cash–Free cash flow remains consistently strongMarket share leadership–Strong focus on technology leadership and innovationdrive share gains and customer loyalty4

5Dover has several levers for value creation5GROWTH3% -5% organically,complemented byacquisition growthMARGINExpand segmentmargin to 19%CASH FLOWGenerate free cash flow inexcess of 10% of revenueSubstantial growthopportunitiesAcceleratedproductivity initiativesSignificant balancesheet optionalityMid-term targets**Mid-term: 2014 -2016

6Energy: At a glanceDoverEnergyisaleadingproviderofcustomer driven solutions and services forsafe and efficient production andprocessing of fuels worldwide, and has astrong presence in the bearings andcompression components market.

7Growth opportunities: A look forwardEnergy–Significant investments in sales, field engineering andfacilities are paying dividends….will continue in 201424% and 45% international growth* in 2012 and in 2013–Increase participation in global tendersMiddle East, South America & Australia–Seek additional industry partnership opportunities–Progressive cavity pumps……..others–Remote monitoring/automation for oil and gas production–Leverage plunger and gas lift technologies into international markets–Strengthen our position in faster growing basins–Increase OEM share in bearings and compression7*Note: Outside North America and Europe, on a pro forma basisContinue to expand geographical presenceFill in product gaps internally and through acquisitionGrow core business

8Engineered Systems: At a glanceDoverEngineeredSystemsisfocusedonthe design, manufacture and service ofcritical equipment and components servingthe printing & identification, vehicle service,waste handling, and select niche industrialend-markets.

9Growth opportunities: A look forwardEngineered Systems–Recent MS acquisition adds exposure to fast growing textile marketsCapitalize on “analog to digital”trendLeverage ink expertise to drive additional opportunityExtend technology to other textiles including flooring and wall coverings–Grow North American and China presence in core markets–Concentrate on after-market customer productivity solutionsCurotto Can a great example of creating value in “mature”marketsMore opportunities in vehicle service markets–Expand in high growth recycling and waste-to energy markets–Achieve YOY 10%+ growth outside the US–Growing middle class consumption and higher operating costsdriving automation solutions in emerging markets9Expand markets served in Printing & IdentificationMake focused industrial investmentsExtend geographic reach

10Fluids: At a glanceDoverFluidsisfocusedonthesafehandling of critical fluids across the oil &gas, retail fueling, chemical, hygienic andindustrial end-markets.

11Growth opportunities: A look forwardFluids–Targeting25%growthinmarketsoutsideNorthAmericaandEuropein2014Grow presence in Middle East and China through Maag and Finder channelsDouble revenue in Australia through Ebsray’s LPG and chemical pumptechnologies–Complete “station in a box”offering worldwide with KPS and Fibrelite–Penetrate North American plastics and oil & gas markets though Europeanacquisitions–Build comprehensive offering of highly engineered pump technologies–Innovate around automation, energy efficiency and evolving regulatory standards–Expand hygienic pump presence11Leverage our global footprint to accelerate growthDevelop and acquire products that provide complete solutionsAccess new markets through recent acquisitions

12Refrigeration & Food Equipment: At a glanceDover Refrigeration & Food Equipmentis the leading provider of energy efficientequipment and systems serving thecommercial refrigeration and food serviceindustries.

13Growth opportunities: A look forwardRefrigeration & Food Equipment–Build share with targeted accounts–Leverage strong customer relationships as supermarket chains expand globally–Rising energy costs and increasing government regulation are driving strong demandfor energy efficient solutionsClose-the-case sales grew +15% in 2013 with strong growth expected to continue–Large retailers shifting to smaller store formats–C-store and “Dollar”stores expected to continue above market growth rates–Convergence of refrigeration and food equipment in supermarket–Extend Anthony after-market business–Build turn-key refrigeration capabilities in Brazil and Europe; Add-ons in food equipment13Develop broader customer baseCapitalize on secular trendsPenetrate higher growth adjacent marketsLeverage new sales channel organization and synergiesAcquire assets that expand technology and geography

14Margin enhancement through productivityGlobal supply chain–Program now in its 5thyear–Continuing to leverage the scale of DoverMany spend categories are being reviewed again$90-$120millioninsavingsorcostavoidanceexpectedoverthenext3yearsShared manufacturing–Several  consolidation projects are near completionHillPhoenixwillconsolidate4sitesinAtlantaarea~$3Mofannualizedsavings*Energywillcombine5sitesinHouston~$1Mofannualizedsavings*More projects are on the wayInvesting in Lean and Post-Merger Integration (“PMI”)–Adding lean resources across segments–PMI leaders driven to integrate faster with focus on near term accretion14* Annualized savings over 3 years (2014 –2016)

15Capital allocation: Recent historyConsistently returning cashto shareholdersAcquisition spending willremain disciplined15* Includes Knowles capex and acquisitions

16Capital allocation 2014Strong 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 flowWeexpecttoraisethedividendfor59thconsecutiveyearCapex expected to be roughly $200 millionAcquisitions–Pipeline is active–Could close $500 million to $1 billion in deals this yearWill complete $1 billion program in Q1–Capacity to do more; largely dependent on how pipeline develops16

17Summary2014Organicgrowth rateMid-term(a)OrganicGrowth rateEnergy4% -5%4% -6%Engineered Systems3% -4%3% -5%Fluids4% -5%4% -6%Refrigeration & FoodEquipment2% -3%2% -4%Total organic3% -4%3% -5%Acquisitions3%(b)5%Total growth6% -7%8% -10%Mid-term growth complemented by:–Mid-term margin expansion to 19%driven by continuing focus on lean andproductivity initiatives–Strong free cash flow generation inexcess of 10% of revenue–Consistent return of cash toshareholders17(a): 2014 –2016(b): Growth from completed acquisitions2014 is on track–Early bookings trends show solidbroad-based growth–Q1 revenue growth as expected,sequentially in-line with Q4 2013–EPS seasonality generally consistentwith last yearQ12013Q22013Q32013Q42013FY2013Adjusted EPS*$0.93$1.13$1.25$1.02$4.33% of FY21%26%29%24%100%* See appendix slide for reconciliation

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19Appendix –2013 Quarterly adjusted EPS from continuing operations(unaudited) (in thousands, except per share data)Q1Q2Q3Q4FY 2013REVENUE:Energy462,679$    465,906$    467,688$    457,580$    1,853,853$  Engineered Systems605,325639,426642,205651,6062,538,562Fluids273,638310,137309,241343,8221,236,838Refrigeration & Food Equipment422,468517,574521,322426,4761,887,840Intra-segment eliminations(133)(632)(245)(430)(1,440)Total consolidated revenue1,763,977$  1,932,411$  1,940,211$  1,879,054$  7,515,653$  EARNINGS FROM CONTINUING OPERATIONS:Segment earnings:Energy118,708$    109,662$    119,086$    112,193$    459,649$    Engineered Systems83,283102,804111,850101,511399,448Fluids47,60158,76863,05655,098224,523Refrigeration & Food Equipment52,11082,17786,44646,574267,307Total segments301,702353,411380,438315,3761,350,927Corporate expense / other33,63234,86032,53228,752129,776Net interest expense30,28430,23230,23629,920120,672Earnings from continuing operations before provision forincome taxes237,786288,319317,670256,7041,100,479Provision for income taxes70,57330,26191,43574,138266,407Earnings from continuing operations167,213$    258,058$    226,235$    182,566$    834,072$    BASIC EARNINGS PER COMMON SHARE:Earnings from continuing operations0.96$          1.51$          1.33$          1.07$          4.87$          Weighted average shares outstanding173,448171,111170,544170,027171,271DILUTED EARNINGS PER COMMON SHARE:Earnings from continuing operations0.95$          1.49$          1.31$          1.06$          4.81$          Weighted average shares outstanding175,567173,097172,734172,265173,547ADJUSTED EARNINGS FROM CONTINUING OPERATIONS:Earnings from continuing operations167,213$    258,058$    226,235$    182,566$    834,072$    Gains from discrete and other tax items4,34361,4777,7516,08479,655Other one-time gains, net of tax--2,866-2,866Adjusted earnings from continuing operations162,870$    196,581$    211,782$    180,318$    751,551$    ADJUSTED DILUTED EARNINGS PER COMMON SHARE:Earnings from continuing operations0.95$          1.49$          1.31$          1.06$          4.81$          Gains from discrete and other tax items0.020.360.040.040.46Other one-time gains, net of tax--0.02-0.02Adjusted earnings from continuing operations0.93$          1.13$          1.25$          1.02$          4.33$          2013