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 22, 2008

DOVER CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware		1-4018		53-0257888
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

280 Park Avenue
New York, NY 10017
(Address of Principal Executive Offices)

(212) 922-1640
(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):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		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 22, 2008, Dover Corporation (i) issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended September 30, 2008; and (ii) posted on its website at http://www.dovercorporation.com the investor supplement attached hereto as Exhibit 99.2 for the quarter ended September 30, 2008.

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.

(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 exhibits are furnished as part of this report:

	99.1		Press Release of Dover Corporation, dated October 22, 2008.
	99.2		Investor Supplement Posted on Dover Corporation’s Website at http://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.

EXHIBIT INDEX

Number		Exhibit
99.1		Press Release of Dover Corporation, dated October 22, 2008
99.2		Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com

Exhibit 99.1

CONTACT:		READ IT ON THE WEB
Paul Goldberg		www.dovercorporation.com
Treasurer & Director of Investor Relations
(212) 922-1640
		October 22, 2008

DOVER CORPORATION REPORTS RECORD THIRD QUARTER 2008 RESULTS

New York, New York, October 22, 2008 — Dover Corporation (NYSE: DOV) announced today that for the third quarter ended September 30, 2008, it had earnings from continuing operations of $190.3 million or $1.01 diluted earnings per share (“EPS”), compared to $182.1 million or $0.90 EPS from continuing operations in the prior-year period, representing increases of 5% and 13%, respectively. Revenue for the third quarter of 2008 was $2.0 billion, an increase of 5.4% over the prior-year period, and was driven by organic growth of 2.8%, the impact of foreign currency of 1.8% with the remainder due to net acquisition growth.

Earnings from continuing operations for the nine months ended September 30, 2008 were $525.2 million or $2.76 EPS, compared to $494.6 million or $2.41 EPS in the prior-year period, representing increases of 6% and 14%, respectively. Revenue for the nine month period ended September 30, 2008 was $5.8 billion, up 8% over the prior year period.

Commenting on the third quarter results, Dover’s Chief Executive Officer, Ronald L. Hoffman, said, “We are pleased to report another solid quarter. Our EPS of $1.01 represents a continuation of our strong 2008 performance and is the first time in Dover’s history that quarterly EPS has exceeded $1.00. In addition to our revenue growth, we exhibited operating margin improvement of 30 basis points over last year to 15.9%. We also delivered free cash flow of $306 million in the quarter representing 15.6% of revenue, while our year-to-date free cash flow was $607 million, or 10.4% of revenue.

“We remain committed to our strategy of internal improvement and disciplined capital allocation. Our process improvement programs, with particular focus on global procurement and business integration, helped drive gains in both working capital and inventory turns. We expect these activities to help mitigate the effects of volatile macro market conditions, and to drive even greater results in the future. As for capital allocation, we completed our share repurchase program during the quarter and raised our dividend 25%. We continue to be committed to our conservative financial policy that has allowed us uninterrupted access to the commercial paper market and offers us competitive advantage as we look to grow our business through internal initiatives and acquisitions.

“While we are happy with our third quarter performance, we are also cognizant of the unsettled global economic climate. A number of end-markets served by our Industrial Products and Engineered Systems segments experienced diminished demand as the quarter wore on, and we think these trends will likely continue. However, our management teams have taken appropriate corrective actions, and are prepared to further their efforts to deliver strong results. Overall, our global business mix has held up well and a number of our end-markets remain strong. The relative health of our businesses, coupled with our focused management team, gives us confidence that we will be able to deliver 12% EPS growth for the full year.”

Net earnings for the third quarter of 2008 were $187.7 million or $1.00 EPS, including a net loss from discontinued operations of $2.7 million or $0.01 EPS, compared to net earnings of $174.6 million or $0.86 EPS for the same period of 2007, which included a net loss from discontinued operations of $7.5 million or $0.04 EPS. The net earnings for the nine months ended September 30, 2008 were $470.1 million or $2.47 EPS, including a net loss from discontinued operations of $55.1 million or $0.29 EPS, compared to net earnings of $475.7 million or $2.32 EPS for the same period of 2007, which included a net loss from discontinued operations of $18.9 million or $0.09 EPS.

Dover will host a webcast of its third quarter 2008 conference call at 8:00 A.M. Eastern Time on Wednesday, October 22, 2008. The webcast can be accessed at the Dover Corporation website at www.dovercorporation.com. The conference call will also be made available for replay on the website and additional information on Dover’s third quarter 2008 results and its operating companies can also be found on the Company website.

Dover Corporation, with over $7.5 billion in annual revenues, is a global portfolio of manufacturing companies providing innovative components and equipment, specialty systems and support services for a variety of applications in the industrial products, engineered systems, fluid management and electronic technologies markets. For more information, please visit www.dovercorporation.com.

Dover Corporation makes information available to the public, orally and in writing, which may use words like “anticipates,” “expects,” “believes,” “indicates,” “suggests,” “will,” “plans” and “should,” which are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. This press release contains forward-looking statements concerning future events and the performance of Dover Corporation that involve inherent risks and uncertainties that could cause actual results to differ materially from current expectations, including, but not limited to, failure to achieve expected synergies, the impact of continued events in the Middle East on the worldwide economy, economic conditions, including the sub-prime lending and credit issues, increases in the cost of raw materials, changes in customer demand, increased competition in the markets served by Dover Corporation’s operating companies, the impact of natural disasters, such as hurricanes, and their effect on global energy markets and other risks. Dover Corporation 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 in this press release. Dover Corporation undertakes no obligation to update any forward-looking statement.

EXHIBIT 99.2

INVESTOR SUPPLEMENT —THIRD QUARTER 2008

DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited) (dollars in thousands, except per share data)

		Three Months Ended September 30								Nine Months Ended September 30
		2008				2007				2008				2007
Revenue		$	1,965,776			$	1,865,106			$	5,842,240			$	5,433,682
Cost of goods and services			1,261,433				1,196,748				3,718,732				3,490,274
Gross profit			704,343				668,358				2,123,508				1,943,408
Selling and administrative expenses			434,992				395,651				1,325,299				1,194,392
Operating earnings			269,351				272,707				798,209				749,016
Interest expense, net			25,924				22,468				76,743				67,053
Other expense (income), net			(12,644	)			2,174				(8,926	)			1,752
Total interest/other expense, net			13,280				24,642				67,817				68,805
Earnings before provision for income taxes and discontinued operations			256,071				248,065				730,392				680,211
Provision for income taxes			65,736				65,938				205,216				185,593
Earnings from continuing operations			190,335				182,127				525,176				494,618
Loss from discontinued operations, net of tax			(2,685	)			(7,537	)			(55,072	)			(18,902	)
Net earnings		$	187,650			$	174,590			$	470,104			$	475,716
Basic earnings (loss) per common share:
Earnings from continuing operations		$	1.02			$	0.91			$	2.77			$	2.43
Loss from discontinued operations			(0.01	)			(0.04	)			(0.29	)			(0.09	)
Net earnings			1.01				0.87				2.48				2.34
Weighted average shares outstanding			186,488				200,850				189,326				203,235
Diluted earnings (loss) per common share:
Earnings from continuing operations		$	1.01			$	0.90			$	2.76			$	2.41
Loss from discontinued operations			(0.01	)			(0.04	)			(0.29	)			(0.09	)
Net earnings			1.00				0.86				2.47				2.32
Weighted average shares outstanding			187,706				202,469				190,531				204,915
Dividends paid per common share		$	0.25			$	0.20			$	0.65			$	0.57

The following table is a reconciliation of the share amounts used in computing earnings per share:

		Three Months Ended September 30								Nine Months Ended September 30
		2008				2007				2008				2007
Weighted average shares outstanding — Basic			186,488				200,850				189,326				203,235
Dilutive effect of assumed exercise of employee stock options			1,218				1,619				1,205				1,680
Weighted average shares outstanding — Diluted			187,706				202,469				190,531				204,915
Anti-dilutive shares excluded from diluted EPS computation			3,735				1,699				3,735				3,358

DOVER CORPORATION — INVESTOR SUPPLEMENT
THIRD QUARTER 2008

DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(unaudited) (dollars in thousands)

		2007																								2008
																																						Q3
		Q1				Q2				Q3				Q3 YTD				Q4				FY 2007				Q1				Q2				Q3				YTD
REVENUE
Industrial Products
Material Handling		$	293,466			$	299,588			$	276,236			$	869,290			$	275,963			$	1,145,253			$	287,208			$	306,988			$	286,568			$	880,764
Mobile Equipment			307,758				315,394				315,920				939,072				323,912				1,262,984				329,723				342,228				343,261				1,015,212
Eliminations			(219	)			(220	)			(203	)			(642	)			(335	)			(977	)			(157	)			(210	)			(218	)			(585	)
			601,005				614,762				591,953				1,807,720				599,540				2,407,260				616,774				649,006				629,611				1,895,391
Engineered Systems
Product Identification			206,625				224,353				227,617				658,595				253,985				912,580				231,526				249,250				234,868				715,644
Engineered Products			260,002				284,457				311,337				855,796				283,682				1,139,478				267,696				289,479				289,778				846,953
			466,627				508,810				538,954				1,514,391				537,667				2,052,058				499,222				538,729				524,646				1,562,597
Fluid Management
Energy			189,367				188,690				197,759				575,816				199,208				775,024				213,003				236,461				249,656				699,120
Fluid Solutions			169,669				174,579				176,756				521,004				186,109				707,113				188,328				210,207				202,054				600,589
Eliminations			(40	)			(24	)			(12	)			(76	)			(53	)			(129	)			(32	)			(38	)			(28	)			(98	)
			358,996				363,245				374,503				1,096,744				385,264				1,482,008				401,299				446,630				451,682				1,299,611
Electronic Technologies			321,173				340,717				363,002				1,024,892				365,211				1,390,103				351,757				379,958				362,446				1,094,161
Intra-segment eliminations			(3,368	)			(3,391	)			(3,306	)			(10,065	)			(4,094	)			(14,159	)			(3,566	)			(3,345	)			(2,609	)			(9,520	)
Total consolidated revenue		$	1,744,433			$	1,824,143			$	1,865,106			$	5,433,682			$	1,883,588			$	7,317,270			$	1,865,486			$	2,010,978			$	1,965,776			$	5,842,240
NET EARNINGS
Segment Earnings:
Industrial Products		$	74,521			$	88,796			$	77,418			$	240,735			$	71,751			$	312,486			$	78,838			$	87,925			$	74,690			$	241,453
Engineered Systems			51,657				77,828				84,223				213,708				78,019				291,727				62,996				80,045				82,032				225,073
Fluid Management			73,842				73,283				79,184				226,309				78,267				304,576				85,139				97,878				102,232				285,249
Electronic Technologies			36,949				45,354				50,801				133,104				47,233				180,337				36,234				51,029				53,826				141,089
Total Segments			236,969				285,261				291,626				813,856				275,270				1,089,126				263,207				316,877				312,780				892,864
Corporate expense / other			(22,392	)			(23,107	)			(21,093	)			(66,592	)			(20,578	)			(87,170	)			(29,969	)			(24,975	)			(30,785	)			(85,729	)
Net interest expense			(21,901	)			(22,684	)			(22,468	)			(67,053	)			(22,536	)			(89,589	)			(23,431	)			(27,388	)			(25,924	)			(76,743	)
Earnings from continuing operations before provision for income taxes			192,676				239,470				248,065				680,211				232,156				912,367				209,807				264,514				256,071				730,392
Provision for income taxes			54,856				64,799				65,938				185,593				57,024				242,617				61,876				77,604				65,736				205,216
Earnings from continuing operations			137,820				174,671				182,127				494,618				175,132				669,750				147,931				186,910				190,335				525,176
Earnings (loss) from discontinued operations, net			(8,889	)			(2,476	)			(7,537	)			(18,902	)			10,232				(8,670	)			(753	)			(51,634	)			(2,685	)			(55,072	)
Net earnings		$	128,931			$	172,195			$	174,590			$	475,716			$	185,364			$	661,080			$	147,178			$	135,276			$	187,650			$	470,104
SEGMENT OPERATING MARGIN
Industrial Products			12.4	%			14.4	%			13.1	%			13.3	%			12.0	%			13.0	%			12.8	%			13.5	%			11.9	%			12.7	%
Engineered Systems			11.1	%			15.3	%			15.6	%			14.1	%			14.5	%			14.2	%			12.6	%			14.9	%			15.6	%			14.4	%
Fluid Management			20.6	%			20.2	%			21.1	%			20.6	%			20.3	%			20.6	%			21.2	%			21.9	%			22.6	%			21.9	%
Electronic Technologies			11.5	%			13.3	%			14.0	%			13.0	%			12.9	%			13.0	%			10.3	%			13.4	%			14.9	%			12.9	%
Total Segment			13.6	%			15.6	%			15.6	%			15.0	%			14.6	%			14.9	%			14.1	%			15.8	%			15.9	%			15.3	%

DOVER CORPORATION — INVESTOR SUPPLEMENT
THIRD QUARTER 2008

DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION (continued)
(unaudited) (dollars in thousands)

		2007																								2008
														Q3																								Q3
		Q1				Q2				Q3				YTD				Q4				FY 2007				Q1				Q2				Q3				YTD
BOOKINGS
Industrial Products
Material Handling		$	304,050			$	286,875			$	272,405			$	863,330			$	278,625			$	1,141,955			$	296,278			$	313,199			$	292,436			$	901,913
Mobile Equipment			374,845				353,122				298,016				1,025,983				338,357				1,364,340				360,324				318,059				295,240				973,623
Eliminations			(438	)			(445	)			(324	)			(1,207	)			(349	)			(1,556	)			(296	)			(385	)			(193	)			(874	)
			678,457				639,552				570,097				1,888,106				616,633				2,504,739				656,306				630,873				587,483				1,874,662
Engineered Systems
Product Identification			215,596				219,111				231,166				665,873				253,343				919,216				239,547				250,538				233,196				723,281
Engineered Products			299,270				317,006				272,229				888,505				228,133				1,116,638				284,257				279,673				260,227				824,157
			514,866				536,117				503,395				1,554,378				481,476				2,035,854				523,804				530,211				493,423				1,547,438
Fluid Management
Energy			200,010				187,502				194,733				582,245				202,820				785,065				233,662				252,535				268,390				754,587
Fluid Solutions			171,944				180,964				177,021				529,929				186,715				716,644				197,289				217,466				195,253				610,008
Eliminations			(15	)			(16	)			(12	)			(43	)			(67	)			(110	)			(24	)			(32	)			(31	)			(87	)
			371,939				368,450				371,742				1,112,131				389,468				1,501,599				430,927				469,969				463,612				1,364,508
Electronic Technologies			311,840				354,858				381,804				1,048,502				330,049				1,378,551				360,337				384,790				363,535				1,108,662
Intra-segment eliminations			(3,019	)			(4,330	)			(4,453	)			(11,802	)			(2,837	)			(14,639	)			(2,992	)			(3,490	)			(1,755	)			(8,237	)
Total consolidated bookings		$	1,874,083			$	1,894,647			$	1,822,585			$	5,591,315			$	1,814,789			$	7,406,104			$	1,968,382			$	2,012,353			$	1,906,298			$	5,887,033
BACKLOG
Industrial Products
Material Handling		$	252,474			$	240,977			$	237,468							$	213,653							$	228,082			$	235,284			$	240,009
Mobile Equipment			501,591				541,683				529,423								543,776								575,070				549,430				498,908
Eliminations			(207	)			(236	)			(275	)							(195	)							(171	)			(186	)			(161	)
			753,858				782,424				766,616								757,234								802,981				784,528				738,756
Engineered Systems
Product Identification			66,875				62,216				68,682								68,938								79,956				82,196				76,247
Engineered Products			281,120				321,530				282,728								227,523								244,981				235,513				205,127
			347,995				383,746				351,410								296,461								324,937				317,709				281,374
Fluid Management
Energy			88,392				89,044				87,105								88,245								106,540				119,033				133,713
Fluid Solutions			65,683				72,028				73,007								73,713								85,130				91,870				82,998
Eliminations			(8	)			—				—								(14	)							(6	)			—				(3	)
			154,067				161,072				160,112								161,944								191,664				210,903				216,708
Electronic Technologies			229,010				243,996				266,474								232,704								246,711				251,403				248,725
Intra-segment eliminations			(1,193	)			(2,110	)			(3,224	)							(1,913	)							(2,038	)			(1,424	)			(540	)
Total consolidated backlog		$	1,483,737			$	1,569,128			$	1,541,388							$	1,446,430							$	1,564,255			$	1,563,119			$	1,485,023
ACQUISITION RELATED DEPRECIATION AND AMORTIZATION EXPENSE *
Industrial Products		$	6,741			$	6,697			$	7,213			$	20,651			$	7,179			$	27,830			$	9,215			$	8,070			$	7,805			$	25,090
Engineered Systems			11,607				5,459				5,755				22,821				6,441				29,262				6,109				6,116				6,103				18,328
Fluid Management			3,800				3,812				3,796				11,408				4,161				15,569				3,914				5,607				5,422				14,943
Electronic Technologies			8,756				10,319				9,957				29,032				9,264				38,296				8,902				9,416				9,304				27,622
		$	30,904			$	26,287			$	26,721			$	83,912			$	27,045			$	110,957			$	28,140			$	29,209			$	28,634			$	85,983

DOVER CORPORATION — INVESTOR SUPPLEMENT
THIRD QUARTER 2008

DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)

		2007																								2008
														Q3																								Q3
		Q1				Q2				Q3				YTD				Q4				FY 2007				Q1				Q2				Q3				YTD
Basic earnings (loss) per common share:
Continuing operations		$	0.67			$	0.85			$	0.91			$	2.43			$	0.89			$	3.33			$	0.77			$	0.99			$	1.02			$	2.77
Discontinued operations			(0.04	)			(0.01	)			(0.04	)			(0.09	)			0.05				(0.04	)			(0.00	)			(0.27	)			(0.01	)			(0.29	)
Net earnings			0.63				0.84				0.87				2.34				0.95				3.28				0.76				0.72				1.01				2.48
Diluted earnings (loss) per common share:
Continuing operations		$	0.67			$	0.85			$	0.90			$	2.41			$	0.89			$	3.30			$	0.77			$	0.98			$	1.01			$	2.76
Discontinued operations			(0.04	)			(0.01	)			(0.04	)			(0.09	)			0.05				(0.04	)			(0.00	)			(0.27	)			(0.01	)			(0.29	)
Net earnings			0.63				0.84				0.86				2.32				0.94				3.26				0.76				0.71				1.00				2.47