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

DOVER CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware		1-4018		53-0257888
(State or other Jurisdiction		(Commission File Number)		(I.R.S. Employer
of Incorporation)				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 July 24, 2009, Dover Corporation (i) issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended June 30, 2009; and (ii) posted on its website at http://www.dovercorporation.com the investor supplement attached hereto as Exhibit 99.2 for the quarter ended June 30, 2009 and the presentation slides attached hereto as Exhibit 99.3 for the quarter ended June 30, 2009.

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 July 24, 2009.
	99.2		Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com.
	99.3		Presentation Slides 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.

Date: July 24, 2009		DOVER CORPORATION (Registrant)
		By:		/s/ Joseph W. Schmidt
				Joseph W. Schmidt
				Vice President, General Counsel & Secretary

EXHIBIT INDEX

Number		Exhibit
99.1		Press Release of Dover Corporation, dated July 24, 2009
99.2		Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com
99.3		Presentation Slides 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

DOVER CORPORATION REPORTS SECOND QUARTER 2009 RESULTS

	•		Reports revenue of $1.4 billion and diluted earnings per share of $0.54
	•		Delivers free cash flow of $165 million
	•		Sees stabilizing order rates across the majority of the portfolio
	•		Provides revised earnings per share guidance of $1.75 — $2.00

New York, New York, July 24, 2009 — Dover Corporation (NYSE: DOV) announced today that for the second quarter ended June 30, 2009, earnings from continuing operations were $100.9 million or $0.54 diluted earnings per share (“EPS”), compared to $186.9 million or $0.98 EPS from continuing operations in the prior-year period, representing decreases of 46% and 45%, respectively. Revenue for the second quarter of 2009 was $1.4 billion, a decrease of 31% over the prior-year period. The revenue decrease was driven by a decline in core business revenue of 29%, a negative impact of foreign exchange of 3% and a 1% increase from net acquisitions.

Earnings from continuing operations for the six months ended June 30, 2009 were $162.0 million or $0.87 EPS, compared to $334.8 million or $1.74 EPS in the prior-year period, representing decreases of 52% and 50%, respectively. Revenue for the six month period ended June 30, 2009 was $2.8 billion, a decrease of 29% over the prior year period, and reflected a decline in core business revenue of 26% and a negative impact of foreign exchange of 3%. Earnings for both periods were favorably impacted by the expected benefits recognized for tax positions that were effectively settled in the quarter, resulting in a quarterly tax rate of 1.1% and a year-to-date tax rate of 17.4%.

Commenting on the second quarter results, Dover’s President and Chief Executive Officer, Robert A. Livingston, said, “The weak year-over-year revenue trends seen in the first quarter continued into the second quarter across a large portion of our portfolio. While revenue was consistent with first quarter levels, both operating margin and earnings before taxes improved sequentially, largely reflecting the net benefits of our restructuring actions. This improvement, though modest, was achieved as we continued to make significant investments in long-term value creating initiatives, such as global supply chain. Despite tepid market conditions, we continued to execute on our objectives of delivering double-digit margins and focusing on cash flow. I am pleased that we achieved 11%+ operating margins and generated free cash flow of $165.5 million in the quarter. Free cash flow was 11.9% of revenue for the quarter, and 9.0% of revenue year-to date, signifying the strong focus our business leaders have in delivering solid results in a down market. Further, order trends improved on a sequential basis over the first quarter, suggesting a more stable demand environment.”

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“We also continued to improve our long-term competitive position through thoughtful capital allocation. During the quarter, Hill Phoenix, a leading manufacturer of refrigeration systems and cases, acquired select assets of Tyler Refrigeration, a provider of similar products. This opens up additional business opportunities and allows us to better leverage the manufacturing and customer service capabilities inherent at Hill Phoenix. This acquisition underscores our commitment to grow our company in markets where we already exhibit strength and expertise.”

“Though quarterly order rates stabilized across most of our businesses, we still do not anticipate a meaningful second half recovery in the majority of our end-markets and distribution channels, resulting in a full year decrease in revenue of 24% — 26%. Based on this reduced revenue forecast, we estimate full year earnings per share will be in the range of $1.75 — $2.00. While demand levels are hard to predict, we will continue to work diligently to control our costs, while still pursuing the global supply chain initiative, so that we will be positioned to fully participate in the eventual market recovery.”

Net earnings for the second quarter of 2009 were $97.1 million or $0.52 EPS, including a loss from discontinued operations of $3.8 million or $0.02 EPS, compared to net earnings of $135.3 million or $0.71 EPS for the same period of 2008, which included a loss from discontinued operations of $51.6 million or $0.27 EPS. Net earnings for the six months ended June 30, 2009 were $150.5 million or $0.81 EPS, including a loss from discontinued operations of $11.5 million or $0.06 EPS, compared to net earnings of $282.5 million or $1.47 EPS for the same period of 2008, which included a loss from discontinued operations of $52.4 million or $0.27 EPS.

Dover will host a webcast of its second quarter 2009 conference call at 9:00 A.M. Eastern Time on Friday, July 24, 2009. 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 second quarter 2009 results and its operating companies can also be found on the Company website.

Dover Corporation 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.

This press release 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. Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, industries in which Dover companies operate and the U.S. and global economies. Statements in this press release that are not historical may be indicated by words or phrases such as “anticipates,” “expects,” “believes,” “indicates,” “suggests,” “will,” “plans,” “supports,” “projects,” “should,” “would,” “could,” “hope,” “forecast” and “management is of the opinion,” use of future tense and similar words or phrases. Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from current expectations, including, but not limited to, current economic conditions and uncertainties in the credit and capital markets; the Company’s ability to achieve expected savings from integration, synergy and other cost-control initiatives; the ability to identify and successfully consummate value-adding acquisition opportunities; increased competition and pricing pressures in the markets served by Dover’s operating companies; the ability of Dover’s companies to expand into new geographic markets and to anticipate and meet customer demands for new products and product enhancements; increases in the cost of raw materials; changes in customer demand; political events that could impact the worldwide economy; the

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impact of natural disasters and their effect on global energy markets; a downgrade in Dover’s credit ratings; international economic conditions including interest rate and currency exchange rate fluctuations; the relative mix of products and services which impacts margins and operating efficiencies; short-term capacity constraints; domestic and foreign governmental and public policy changes including environmental regulations and tax policies (including domestic and international export subsidy programs, R&E credits and other similar programs); unforeseen developments in contingencies such as litigation; protection and validity of patent and other intellectual property rights; the cyclical nature of some of Dover’s companies; domestic housing industry weakness; and continued events in the Middle East and possible future terrorist threats and their effect on the worldwide economy. 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 — SECOND QUARTER 2009

DOVER CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited) (in thousands, except per share data)

		Three Months Ended June 30								Six Months Ended June 30
		2009				2008				2009				2008
Revenue		$	1,390,331			$	2,010,978			$	2,769,417			$	3,876,464
Cost of goods and services			897,021				1,271,359				1,793,963				2,457,299
Gross profit			493,310				739,619				975,454				1,419,165
Selling and administrative expenses			364,962				446,531				732,352				890,306
Operating earnings			128,348				293,088				243,102				528,859
Interest expense, net			24,840				27,388				47,238				50,819
Other expense (income), net			1,513				1,186				(223	)			3,719
Total interest/other expense, net			26,353				28,574				47,015				54,538
Earnings before provision for income			—								—				—
taxes and discontinued operations			101,995				264,514				196,087				474,321
Provision for income taxes			1,121				77,604				34,118				139,480
Earnings from continuing operations			100,874				186,910				161,969				334,841
Loss from discontinued operations, net			(3,794	)			(51,634	)			(11,463	)			(52,387	)
Net earnings		$	97,080			$	135,276			$	150,506			$	282,454
Basic earnings (loss) per common share:
Earnings from continuing operations		$	0.54			$	0.99			$	0.87			$	1.76
Loss from discontinued operations, net			(0.02	)			(0.27	)			(0.06	)			(0.27	)
Net earnings			0.52				0.72				0.81				1.48
Weighted average shares outstanding			186,070				189,094				186,041				190,760
Diluted earnings (loss) per common share:
Earnings from continuing operations		$	0.54			$	0.98			$	0.87			$	1.74
Loss from discontinued operations, net			(0.02	)			(0.27	)			(0.06	)			(0.27	)
Net earnings			0.52				0.71				0.81				1.47
Weighted average shares outstanding			186,292				190,589				186,198				191,966
Dividends paid per common share		$	0.25			$	0.20			$	0.50			$	0.40

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

		Three Months Ended June 30								Six Months Ended June 30
		2009				2008				2009				2008
Weighted average shares outstanding — Basic			186,070				189,094				186,041				190,760
Dilutive effect of assumed exercise of employee stock options/SAR’s			222				1,495				157				1,206
Weighted average shares outstanding — Diluted			186,292				190,589				186,198				191,966
Anti-dilutive options/SAR’s excluded from diluted EPS computation			13,365				3,778				13,538				3,778

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

		2008																								2009
										Q2																								Q2
		Q1				Q2				YTD				Q3				Q4				FY 2008				Q1				Q2				YTD
REVENUE
Industrial Products
Material Handling		$	287,208			$	306,988			$	594,196			$	286,568			$	256,105			$	1,136,869			$	186,651			$	153,574			$	340,225
Mobile Equipment			329,723				342,228				671,951				343,261				308,210				1,323,422				248,292				229,521				477,813
Eliminations			(157	)			(210	)			(367	)			(218	)			(201	)			(786	)			(152	)			(147	)			(299	)
			616,774				649,006				1,265,780				629,611				564,114				2,459,505				434,791				382,948				817,739
Engineered Systems
Product Identification			231,526				249,250				480,776				234,868				208,825				924,469				177,357				193,019				370,376
Engineered Products			267,696				289,479				557,175				289,778				238,928				1,085,881				223,427				274,398				497,825
			499,222				538,729				1,037,951				524,646				447,753				2,010,350				400,784				467,417				868,201
Fluid Management
Energy			213,003				236,461				449,464				249,656				236,294				935,414				176,334				138,415				314,749
Fluid Solutions			188,328				210,207				398,535				202,054				178,223				778,812				154,488				156,897				311,385
Eliminations			(32	)			(38	)			(70	)			(28	)			(82	)			(180	)			(50	)			(42	)			(92	)
			401,299				446,630				847,929				451,682				414,435				1,714,046				330,772				295,270				626,042
Electronic Technologies			351,757				379,958				731,715				362,446				301,970				1,396,131				214,035				245,953				459,988
Intra-segment eliminations			(3,566	)			(3,345	)			(6,911	)			(2,609	)			(1,624	)			(11,144	)			(1,296	)			(1,257	)			(2,553	)
Total consolidated revenue		$	1,865,486			$	2,010,978			$	3,876,464			$	1,965,776			$	1,726,648			$	7,568,888			$	1,379,086			$	1,390,331			$	2,769,417
NET EARNINGS
Segment Earnings:
Industrial Products		$	78,838			$	87,925			$	166,763			$	74,690			$	58,287			$	299,740			$	34,545			$	25,421			$	59,966
Engineered Systems			62,996				80,045				143,041				82,032				53,480				278,553				43,305				57,462				100,767
Fluid Management			85,139				97,878				183,017				102,232				100,068				385,317				75,441				55,573				131,014
Electronic Technologies			36,234				51,029				87,263				53,826				52,552				193,641				(12,110	)			17,993				5,883
Total Segments			263,207				316,877				580,084				312,780				264,387				1,157,251				141,181				156,449				297,630
Corporate expense / other			(29,969	)			(24,975	)			(54,944	)			(30,785	)			(29,466	)			(115,195	)			(24,691	)			(29,614	)			(54,305	)
Net interest expense			(23,431	)			(27,388	)			(50,819	)			(25,924	)			(19,294	)			(96,037	)			(22,398	)			(24,840	)			(47,238	)
Earnings from continuing operations before provision for income taxes			209,807				264,514				474,321				256,071				215,627				946,019				94,092				101,995				196,087
Provision for income taxes			61,876				77,604				139,480				65,736				46,045				251,261				32,997				1,121				34,118
Earnings from continuing operations			147,931				186,910				334,841				190,335				169,582				694,759				61,095				100,874				161,969
Earnings (loss) from discontinued operations, net			(753	)			(51,634	)			(52,387	)			(2,685	)			(48,855	)			(103,927	)			(7,669	)			(3,794	)			(11,463	)
Net earnings		$	147,178			$	135,276			$	282,454			$	187,650			$	120,727			$	590,831			$	53,426			$	97,080			$	150,506
SEGMENT OPERATING MARGIN
Industrial Products			12.8	%			13.5	%			13.2	%			11.9	%			10.3	%			12.2	%			7.9	%			6.6	%			7.3	%
Engineered Systems			12.6	%			14.9	%			13.8	%			15.6	%			11.9	%			13.9	%			10.8	%			12.3	%			11.6	%
Fluid Management			21.2	%			21.9	%			21.6	%			22.6	%			24.1	%			22.5	%			22.8	%			18.8	%			20.9	%
Electronic Technologies			10.3	%			13.4	%			11.9	%			14.9	%			17.4	%			13.9	%			-5.7	%			7.3	%			1.3	%
Total Segment			14.1	%			15.8	%			15.0	%			15.9	%			15.3	%			15.3	%			10.2	%			11.3	%			10.7	%

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

		2008																								2009
										Q2																								Q2
		Q1				Q2				YTD				Q3				Q4				FY 2008				Q1				Q2				YTD
BOOKINGS
Industrial Products
Material Handling		$	296,278			$	313,199			$	609,477			$	292,436			$	207,115			$	1,109,028			$	118,343			$	126,224			$	244,567
Mobile Equipment			360,324				318,059				678,383				295,240				204,257				1,177,880				210,558				245,937				456,495
Eliminations			(296	)			(385	)			(681	)			(193	)			(260	)			(1,134	)			(22	)			(202	)			(224	)
			656,306				630,873				1,287,179				587,483				411,112				2,285,774				328,879				371,959				700,838
Engineered Systems
Product Identification			239,547				250,538				490,085				233,196				197,431				920,712				175,680				205,736				381,416
Engineered Products			284,257				279,673				563,930				260,227				219,716				1,043,873				236,354				259,868				496,222
			523,804				530,211				1,054,015				493,423				417,147				1,964,585				412,034				465,604				877,638
Fluid Management
Energy			233,662				252,535				486,197				268,390				209,930				964,517				142,722				132,855				275,577
Fluid Solutions			197,289				217,466				414,755				195,253				161,351				771,359				150,376				159,483				309,859
Eliminations			(24	)			(32	)			(56	)			(31	)			(91	)			(178	)			(42	)			(39	)			(81	)
			430,927				469,969				900,896				463,612				371,190				1,735,698				293,056				292,299				585,355
Electronic Technologies			360,337				384,790				745,127				363,535				233,720				1,342,382				223,707				243,274				466,981
Intra-segment eliminations			(2,992	)			(3,490	)			(6,482	)			(1,755	)			(1,182	)			(9,419	)			(1,294	)			(1,436	)			(2,730	)
Total consolidated bookings		$	1,968,382			$	2,012,353			$	3,980,735			$	1,906,298			$	1,431,987			$	7,319,020			$	1,256,382			$	1,371,700			$	2,628,082
BACKLOG
Industrial Products
Material Handling		$	228,082			$	235,284							$	240,009			$	188,591							$	120,066			$	93,247
Mobile Equipment			575,070				549,430								498,908				387,329								349,358				368,315
Eliminations			(171	)			(186	)							(161	)			(220	)							(48	)			(143	)
			802,981				784,528								738,756				575,700								469,376				461,419
Engineered Systems
Product Identification			79,956				82,196								76,247				61,195								57,801				66,288
Engineered Products			244,981				235,513								205,127				183,821								196,394				245,165
			324,937				317,709								281,374				245,016								254,195				311,453
Fluid Management
Energy			106,540				119,033								133,713				95,532								58,771				54,734
Fluid Solutions			85,130				91,870								82,998				64,471								60,781				63,788
Eliminations			(6	)			—								(3	)			(12	)							(5	)			(1	)
			191,664				210,903								216,708				159,991								119,547				118,521
Electronic Technologies			246,711				251,403								248,725				175,317								186,850				185,512
Intra-segment eliminations			(2,038	)			(1,424	)							(540	)			(61	)							(42	)			(242	)
Total consolidated backlog		$	1,564,255			$	1,563,119							$	1,485,023			$	1,155,963							$	1,029,926			$	1,076,663
ACQUISITION RELATED DEPRECIATION AND AMORTIZATION EXPENSE *
Industrial Products		$	9,215			$	8,070			$	17,285			$	7,805			$	7,193			$	32,283			$	8,387			$	7,709			$	16,096
Engineered Systems			6,109				6,116				12,225				6,103				6,066				24,394				6,070				6,437				12,507
Fluid Management			3,914				5,607				9,521				5,422				4,607				19,550				4,828				4,592				9,420
Electronic Technologies			8,902				9,416				18,318				9,304				8,859				36,481				8,287				8,217				16,504
		$	28,140			$	29,209			$	57,349			$	28,634			$	26,725			$	112,708			$	27,572			$	26,955			$	54,527

*    Represents the pre-tax impact on earnings from the depreciation and amortization of acquisition accounting write-ups to reflect the fair value of inventory, property, plant and equipment and intangible assets.

DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited) (in thousands)

		2008																				2009
		Q1				Q2				Q3				Q4				FY 2008				Q1				Q2				YTD
Basic earnings (loss) per common share:
Continuing operations		$	0.77			$	0.99			$	1.02			$	0.91			$	3.69			$	0.33			$	0.54			$	0.87
Discontinued operations			(0.00	)			(0.27	)			(0.01	)			(0.26	)			(0.55	)			(0.04	)			(0.02	)			(0.06	)
Net earnings			0.76				0.72				1.01				0.65				3.13				0.29				0.52				0.81
Diluted earnings (loss) per common share:
Continuing operations		$	0.77			$	0.98			$	1.01			$	0.91			$	3.67			$	0.33			$	0.54			$	0.87
Discontinued operations			(0.00	)			(0.27	)			(0.01	)			(0.26	)			(0.55	)			(0.04	)			(0.02	)			(0.06	)
Net earnings			0.76				0.71				1.00				0.65				3.12				0.29				0.52				0.81