3005 Highland Parkway Downers Grove, IL 60515 www.dovercorporation.com Stephen R. Sellhausen P: (630) 743-5003 Senior Vice President, F: (630) 743-2670 Corporate Development & Strategy Email: srs@dovercorp.com March 2015 Dover 2015 We Have Energy Less than a year has gone by since the last update of Dover s corporate development activities and strategic growth plans, and already the world has presented us with a whole new set of opportunities and challenges. With the completion of the Knowles spin-off and strong momentum in our growth spaces, we were anticipating favorable global market tailwinds driving growth, but alas it was not meant to be. I doubt any of us would have predicted a decline of over 50% in oil prices in 2014, on top of slowing global economies. But as many have wisely said, change is constant, and at Dover we remain strong and flexible to take advantage of opportunities in unsettled markets. We are supported by a diversified portfolio of businesses which are focused on serving their customers and increasing their competitive advantages, while redoubling our efforts to invest and grow in our strategic spaces. I meet regularly with peers, industry organizations, consultants and bankers in order to stay abreast of industry, economic and political trends (you never know where you might find a unique view or perspective). With all of the uncertainty and changes of the past year, at every meeting the one constant I hear is the challenge of growth. With the Great Recession more distant in our memories, and numerous years of restructuring, cost reductions, lean and productivity efforts; driving earnings and value creation without robust top line growth is the challenge of the 2 nd half of this decade. Last year, I likely sat through over 20 meetings where the primary topic was the challenge of finding growth, organic or otherwise. Global demographics, the demand for commodities and capital appear to have reached a saturation point, resulting in slow or no growth, or even like Japan, a long-term decline. And this has occurred despite global governments and central bank s doing their best to stimulate economic growth. Investors will either have to be satisfied with permanently lower investment returns, or businesses will have to find new products, markets and customers to reenergize growth. I am confident business executives and entrepreneurs will rise to the task, as evidenced by previous transformational eras, including; industrialization, mass production, the integrated circuit, personal computers, the internet and global mobile communications. What s next, genetic engineering, robotics, 3D printing? And while the current environment is certainly more challenging than the 1 st quarter of 2014, lower global energy prices should clearly benefit certain industries, oil importing countries and the consumer. Also on the positive side, corporate earnings and liquidity remain strong, and unemployment levels continue to decline in most countries.
Page 2 Although the short-term impact of weak global oil prices on our valuation has not gone unnoticed, we remain committed to our Energy equipment businesses, their strong and sustainable technology and customer competitive advantages, and the long term global energy market growth potential. The announced acquisition of Baker Hughes by Halliburton has further reinforced our Dover Artificial Lift strategy and the value of our leading brands, technologies and customer solution capabilities. After all, whether in an environment of high or low oil prices, technology and productivity efforts to reduce the cost of finding and producing a barrel of oil will inevitably be rewarded. We remain committed to our long term strategic growth objectives as we completed 8 acquisitions/investments, announced 2 divestitures and continue to deepen our management and industry bench strength. We believe our long-term investors support our efforts to drive shareholder value creation by leveraging Dover s unique core strengths and investment focus on our strategic growth segments. Our four strategic growth segments remain consistent: Energy, Engineered Systems, Fluids, and Refrigeration & Food Equipment. Each will continue to execute their strategic visions globally both organically and via acquisitions. As tradition, I close my overview with a couple of quotes. Predictions are fraught with danger especially when they pertain to the future" Unknown "Energy forecasting is easy. It's getting it right that's difficult" Graham Stein, 1996 Growth is never by mere chance; it is the result of forces working together." - James Cash Penney, Founder of JC Penney "There are no great limits to growth because there are no limits of human intelligence, imagination, and wonder." - Ronald Reagan, Actor and 40th President of the United States
Page 3 Financial Results for 2014 Despite falling oil prices and slowing energy markets toward the last half of the year, Dover FYE 2014 financial results below demonstrate continued strong growth in all of our segments contributing to solid earnings leverage. Additionally, restructuring actions taken in each of our segments during the 4 th quarter of 2014, position us well in 2015 for the anticipated weak energy markets and productivity gains overall. Energy, Engineered Systems and Fluids segments all demonstrated strong growth, partially offset by slow but consistent growth in Refrigeration & Food Equipment.. 2014 vs. 2013 % Change Revenue Earnings Dover Corporation 8% 10% EPS Segments: Energy 9% 1% Engineered Systems 9% 11% Fluids 16% 12% Refrigeration & Food Equipment 2% -11% Adjusted for restructuring costs, segment operating margins finished the year at 17.8%, slightly below 2013 due to slower high margin energy segment growth and acquisition costs, with a continued targeted goal of 20%. With continued momentum in most of our key strategic end markets, we provided full year 2015 EPS guidance of $4.70 - $4.95 per share or 6% earnings growth, driven by (-2) - 1% revenue growth, impacted by the declining energy market (-10-15%) and strong F/X headwinds, partially offset by productivity and restructuring actions. Dover s Acquisition Growth Strategy In 2014, we continued to execute our acquisition strategies with the focus on our four strategic growth segments. We also seek strategic add-on acquisitions for our Printing & Identification platform, vehicle lift and hoists, waste equipment (solid waste recycling equipment and technologies) and heat exchanger businesses.
Page 4 2014 M&A Activity With total investment of $821 million, 2014 was another successful year for Dover, as we closed eight acquisitions/investments. These were spread across all four of our strategic growth segments with three in Energy, two in Engineered Systems (Printing & Identification), 2 in Refrigeration & Foodservice Equipment, and one in Fluids. We continue to be successful in investing our excess international cash, with four international transactions totaling $190 million. We also announced the divestiture of Datamax-O Neil to Honeywell and the start of a divestiture process for Sargent Aerospace, as we believe there are better strategic owners for these businesses, and to reinvest our capital in our higher growth potential spaces. In 2014, the eight transactions/investments included: - Printing & Identification acquisition of MS Printing Solutions, an Italian-based, leading global manufacturer of digital textile printing equipment and systems; - Markem-Imaje acquisition of CSAT, a German-based provider of DOD-piezo, digital printing technology for the digital label/packaging and pharma end markets; - OPW acquisition of Liquip, an Australian-based leading manufacturer of fluid transfer equipment including, bulk liquid handling and storage solutions in the petroleum, LPG, aviation, and chemical markets; - Hillphoenix investment in Space Engineering, a UK-based leading supplier of refrigeration display equipment, services and systems for retailers in the UK, with capabilities in Poland, Czech Republic and Hungary; - Hillphoenix acquisition of APEX Controls, a Georgia-based manufacturer of retail refrigeration door controllers and sensor technology; - Dover Automation acquisition of Timberline Manufacturing Company, a Texas-based designer and manufacture of solar-powered and pneumatic chemical metering piston pumps for a variety of oilfield applications; - Dover Automation acquisition of Wellmark, an Oklahoma-based manufacturer and provider of flow control solutions for systems used in oil and gas production and compression including, controls, valves, pumps and regulators; - Dover Artificial Lift acquisition of Accelerated, a Texas-based manufacturer of electric submersible pumps, hydraulic jet lift and well production process systems. In 2015 we have already completed one small acquisition: - Anthony acquisition of Gemtron, an Indiana-based manufacturer of refrigeration doors and door systems serving convenience stores, supermarkets, drugstores, buying clubs, foodservice equipment, and other retail environments.
Page 5 Corporate Development Update Despite an active 2014 M&A investment year, and one recent acquisition, we are busy working to build the pipeline in 2015. In addition to a significant continued acquisition appetite in our Energy Automation and Fluids segments, we will again be focused on M&A opportunities in our Printing & Identification (digital industrial printing and ink technologies), and expanding our Refrigeration & Food Equipment segment s technologies globally. Our Corporate Development efforts continue to expand with the addition of Sam Hillard, Vice President Business Development in Dover Fluids and Kedric Meredith, Analyst Corporate Development in Downers Grove. Lu Tian, Manager Corporate Development in Downers Grove is spending a year in Shanghai, assisting Dover Energy China s business development efforts. Our international Corporate Development activities continue to be represented by José Fernandes, Managing Director in Sao Paulo, Brazil; Michael Zhang, Managing Director in Shanghai, China; and Anand Datta, Managing Director, in Bangalore, India. We will continue to focus our M&A efforts and investment capital on strategic add-on opportunities where we can create significant value via growth of our global segments and synergies. With our global presence and corporate development resources, we continue to seek to accelerate our international business footprint. * * * * * * * James, Grace, Kedric and I look forward to working with you on successful acquisitions in 2015. Best regards,