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 (State or other Jurisdiction of Incorporation)		1-4018 (Commission File Number)		53-0257888 (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 April 23, 2010, Dover Corporation (i) issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended March 31, 2010; and (ii) posted on its website at http://www.dovercorporation.com the investor supplement attached hereto as Exhibit 99.2 for the quarter ended March 31, 2010 and the presentation slides attached hereto as Exhibit 99.3 for the quarter ended March 31, 2010.

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 April 23, 2010.
		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.

EXHIBIT INDEX

Number		Exhibit
99.1		Press Release of Dover Corporation, dated April 23, 2010
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 FIRST QUARTER 2010 RESULTS

	•		Reports revenue of $1.6 billion, up 15% over the prior year
	•		Delivers diluted earnings per share from continuing operations of $0.65, up 97% over last year
	•		Generates bookings of $1.8 billion, yielding a book-to-bill of 1.12
	•		Raises guidance for full year diluted earnings per share from continuing operations to $2.70 – $2.95

New York, New York, April 23, 2010 — Dover Corporation (NYSE: DOV) announced today that for the first quarter ended March 31, 2010, earnings from continuing operations were $121.5 million or $0.65 diluted earnings per share (“EPS”), compared to $61.1 million or $0.33 EPS from continuing operations in the prior-year period, representing increases of 99% and 97%, respectively. Revenue for the first quarter of 2010 was $1.6 billion, an increase of 15% over the prior-year period. The revenue increase was driven by organic revenue growth of 7%, a 5% increase from prior year acquisitions and a 3% favorable impact from foreign exchange.

Commenting on the first quarter results, Dover’s President and Chief Executive Officer, Robert A. Livingston, said, “After a difficult 2009, I am encouraged by our solid first quarter performance. Volume increases in Electronic Technologies, Fluid Management and Product ID, coupled with the benefits of restructuring, resulted in segment margins of 15%, which helped to essentially double our earnings from the prior year. Revenue growth of 15% was above the high-end of our expectations and broad-based. Order trends continued to improve throughout the quarter for the majority of our businesses, with particular strength exhibited by Engineered Systems and Electronic Technologies. Clearly, we are seeing evidence of a global economic recovery across a wide portion of our portfolio and we expect these trends to benefit us next quarter and for the year.

“Looking forward, the strength of our first quarter, combined with our book-to-bill of 1.12 and a positive business climate so far, leads us to believe full-year results will be higher than those previously anticipated. We now estimate full year revenue growth will be 10% – 13%, comprised of organic revenue growth of 7% – 10%, and 3% growth from 2009 acquisitions. Based on these revenue assumptions, we now anticipate full-year earnings per share will be in the range of $2.70 – $2.95. Our business leaders have done a fine job leveraging volume improvements in the first quarter, and we expect this trend to continue.”

Net earnings for the first quarter of 2010 were $108.1 million or $0.58 EPS, including a loss from discontinued operations of $13.4 million or $0.07 EPS, compared to net earnings of $53.4 million

2 

or $0.29 EPS for the same period of 2009, which included a loss from discontinued operations of $7.7 million or $0.04 EPS.

Dover will host a webcast of its first quarter 2010 conference call at 9:00 A.M. Eastern Time on Friday, April 23, 2010. 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. Additional information on Dover’s first quarter 2010 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 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 — FIRST QUARTER 2010

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

		Three Months Ended March 31,
		2010				2009
Revenue		$	1,583,270			$	1,379,085
Cost of goods and services			971,114				896,942
Gross profit			612,156				482,143
Selling and administrative expenses			409,169				367,390
Operating earnings			202,987				114,753
Interest expense, net			27,169				22,398
Other income, net			(1,242	)			(1,736	)
Total interest/other income, net			25,927				20,662
Earnings before provision for income taxes and discontinued operations			177,060				94,091
Provision for income taxes			55,575				32,997
Earnings from continuing operations			121,485				61,094
Loss from discontinued operations, net			(13,359	)			(7,669	)
Net earnings		$	108,126			$	53,425
Basic earnings (loss) per common share:
Earnings from continuing operations		$	0.65			$	0.33
Loss from discontinued operations, net			(0.07	)			(0.04	)
Net earnings			0.58				0.29
Weighted average shares outstanding			187,093				186,011
Diluted earnings (loss) per common share:
Earnings from continuing operations		$	0.65			$	0.33
Loss from discontinued operations, net			(0.07	)			(0.04	)
Net earnings			0.58				0.29
Weighted average shares outstanding			187,886				186,121
Dividends paid per common share		$	0.26			$	0.25

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

		Three Months Ended March 31,
		2010				2009
Weighted average shares outstanding — Basic			187,093				186,011
Dilutive effect of assumed exercise of employee stock options, SAR’s and performance shares			793				110
Weighted average shares outstanding — Diluted			187,886				186,121
Anti-dilutive options, SAR’s and performance shares excluded from diluted EPS computation			2,928				11,104

DOVER CORPORATION — INVESTOR SUPPLEMENT
FIRST QUARTER 2010

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

		2009																				2010
		Q1				Q2				Q3				Q4				FY 2009				Q1
REVENUE
Industrial Products
Material Handling		$	186,651			$	153,574			$	154,238			$	165,890			$	660,353			$	189,052
Mobile Equipment			248,292				229,522				242,011				242,352				962,177				240,140
Eliminations			(152	)			(147	)			(209	)			(230	)			(738	)			(395	)
			434,791				382,949				396,040				408,012				1,621,792				428,797
Engineered Systems
Product Identification			177,358				193,018				211,952				219,948				802,276				212,501
Engineered Products			223,426				274,398				308,741				253,095				1,059,660				271,772
			400,784				467,416				520,693				473,043				1,861,936				484,273
Fluid Management
Energy			176,334				138,415				144,664				164,798				624,211				205,327
Fluid Solutions			154,488				156,897				164,604				170,860				646,849				175,504
Eliminations			(50	)			(43	)			(21	)			(36	)			(150	)			(31	)
			330,772				295,269				309,247				335,622				1,270,910				380,800
Electronic Technologies			214,035				245,953				275,266				291,700				1,026,954				290,989
Intra-segment eliminations			(1,297	)			(1,255	)			(1,635	)			(1,716	)			(5,903	)			(1,589	)
Total consolidated revenue		$	1,379,085			$	1,390,332			$	1,499,611			$	1,506,661			$	5,775,689			$	1,583,270
NET EARNINGS
Segment Earnings:
Industrial Products		$	34,544			$	25,421			$	38,119			$	41,673			$	139,757			$	51,039
Engineered Systems			43,305				57,463				78,194				48,306				227,268				54,842
Fluid Management			75,442				55,572				60,677				67,578				259,269				86,767
Electronic Technologies			(12,110	)			17,993				38,160				39,651				83,694				44,904
Total Segments			141,181				156,449				215,150				197,208				709,988				237,552
Corporate expense / other			(24,692	)			(29,613	)			(34,106	)			(29,584	)			(117,995	)			(33,323	)
Net interest expense			(22,398	)			(24,840	)			(26,299	)			(26,838	)			(100,375	)			(27,169	)
Earnings from continuing operations before provision for income taxes			94,091				101,996				154,745				140,786				491,618				177,060
Provision for income taxes			32,997				1,120				47,261				38,346				119,724				55,575
Earnings from continuing operations			61,094				100,876				107,484				102,440				371,894				121,485
Earnings (loss) from discontinued operations, net			(7,669	)			(3,793	)			(600	)			(3,394	)			(15,456	)			(13,359	)
Net earnings		$	53,425			$	97,083			$	106,884			$	99,046			$	356,438			$	108,126
SEGMENT OPERATING MARGIN
Industrial Products			7.9	%			6.6	%			9.6	%			10.2	%			8.6	%			11.9	%
Engineered Systems			10.8	%			12.3	%			15.0	%			10.2	%			12.2	%			11.3	%
Fluid Management			22.8	%			18.8	%			19.6	%			20.1	%			20.4	%			22.8	%
Electronic Technologies			-5.7	%			7.3	%			13.9	%			13.6	%			8.1	%			15.4	%
Total Segment			10.2	%			11.3	%			14.3	%			13.1	%			12.3	%			15.0	%

DOVER CORPORATION — INVESTOR SUPPLEMENT
FIRST QUARTER 2010

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

		2009																				2010
		Q1				Q2				Q3				Q4				FY 2009				Q1
BOOKINGS
Industrial Products
Material Handling		$	118,343			$	126,225			$	162,759			$	180,349			$	587,676			$	204,098
Mobile Equipment			210,558				245,937				191,539				253,130				901,164				231,128
Eliminations			(22	)			(203	)			(337	)			(424	)			(986	)			(407	)
			328,879				371,959				353,961				433,055				1,487,854				434,819
Engineered Systems
Product Identification			175,680				205,736				212,642				223,301				817,359				220,410
Engineered Products			236,353				259,869				258,634				263,211				1,018,067				368,133
			412,033				465,605				471,276				486,512				1,835,426				588,543
Fluid Management
Energy			142,721				132,855				157,763				176,706				610,045				208,669
Fluid Solutions			150,376				159,482				165,601				169,639				645,098				179,037
Eliminations			(43	)			(39	)			(41	)			(17	)			(140	)			(84	)
			293,054				292,298				323,323				346,328				1,255,003				387,622
Electronic Technologies			223,707				243,274				283,035				305,266				1,055,282				358,477
Intra-segment eliminations			(1,291	)			(1,435	)			(1,790	)			(1,600	)			(6,116	)			(1,615	)
Total consolidated bookings		$	1,256,382			$	1,371,701			$	1,429,805			$	1,569,561			$	5,627,449			$	1,767,846
BACKLOG
Industrial Products
Material Handling		$	120,066			$	93,247			$	102,146			$	116,658							$	131,521
Mobile Equipment			349,358				368,315				318,496				329,774								319,801
Eliminations			(48	)			(143	)			(170	)			(371	)							(386	)
			469,376				461,419				420,472				446,061								450,936
Engineered Systems
Product Identification			57,801				66,288				72,523				74,700								78,976
Engineered Products			196,394				245,165				199,888				218,520								314,465
			254,195				311,453				272,411				293,220								393,441
Fluid Management
Energy			58,771				54,734				66,043				77,173								76,844
Fluid Solutions			60,781				63,788				65,081				60,540								63,535
Eliminations			(5	)			(1	)			(21	)			(2	)							(55	)
			119,547				118,521				131,103				137,711								140,324
Electronic Technologies			186,850				185,512				194,414				206,893								271,340
Intra-segment eliminations			(42	)			(242	)			(426	)			(337	)							(362	)
Total consolidated backlog		$	1,029,926			$	1,076,663			$	1,017,974			$	1,083,548							$	1,255,679
ACQUISITION RELATED DEPRECIATION AND AMORTIZATION EXPENSE *
Industrial Products		$	8,388			$	7,708			$	7,770			$	8,182			$	32,048			$	7,575
Engineered Systems			6,071				6,436				6,580				7,579				26,666				7,916
Fluid Management			4,828				4,592				4,432				4,537				18,389				5,429
Electronic Technologies			8,286				8,217				8,268				8,432				33,203				8,369
		$	27,573			$	26,953			$	27,050			$	28,730			$	110,306			$	29,289

DOVER CORPORATION — INVESTOR
SUPPLEMENT FIRST QUARTER 2010

DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)

		2009																				2010
		Q1				Q2				Q3				Q4				FY 2009				Q1
Basic earnings (loss) per common share:
Continuing operations		$	0.33			$	0.54			$	0.58			$	0.55			$	2.00			$	0.65
Discontinued operations			(0.04	)			(0.02	)			(0.00	)			(0.02	)			(0.08	)			(0.07	)
Net earnings			0.29				0.52				0.57				0.53				1.91				0.58
Diluted earnings (loss) per common share:
Continuing operations		$	0.33			$	0.54			$	0.58			$	0.55			$	1.99			$	0.65
Discontinued operations			(0.04	)			(0.02	)			(0.00	)			(0.02	)			(0.08	)			(0.07	)
Net earnings			0.29				0.52				0.57				0.53				1.91				0.58

DOVER CORPORATION — INVESTOR
SUPPLEMENT FIRST QUARTER 2010

DOVER CORPORATION
QUARTERLY FREE CASH FLOW
(unaudited) (in thousands)

		2009																				2010
		Q1				Q2				Q3				Q4				FY 2009				Q1
Cash From Operations		$	114,866			$	192,436			$	246,811			$	247,947			$	802,060			$	87,066
CAPEX			(31,475	)			(26,976	)			(24,799	)			(36,759	)			(120,009	)			(39,336	)
Free Cash Flow		$	83,391			$	165,460			$	222,012			$	211,188			$	682,051			$	47,730
Free Cash Flow to Earnings From Continuing Operations			136.5	%			164.0	%			206.6	%			206.2	%			183.4	%			39.3	%

Exhibit 99.3