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): July 23, 2010

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.)

3005 Highland Parkway, Suite 200
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):

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 23, 2010, Dover Corporation (i) issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended June 30, 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 June 30, 2010 and the presentation slides attached hereto as Exhibit 99.3 for the quarter ended June 30, 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 July 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 July 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 SECOND QUARTER 2010 RESULTS

	•		Reports revenue of $1.8 billion, an increase of 29% over the prior year
	•		Delivers diluted earnings per share from continuing operations of $0.91, up 69% over last year
	•		Achieves segment operating margin of 16.9%
	•		Raises guidance for full year diluted earnings per share from continuing operations to $3.05 – $3.25

Downers Grove, Illinois, July 23, 2010 — Dover Corporation (NYSE: DOV) announced today that for the second quarter ended June 30, 2010, earnings from continuing operations were $171.9 million or $0.91 diluted earnings per share (“EPS”), compared to $100.9 million or $0.54 diluted EPS from continuing operations in the prior year period, representing increases of 70% and 69%, respectively. Revenue for the second quarter of 2010 was $1.8 billion, an increase of 29% over the prior-year period. The revenue increase was driven by organic growth of 24%, a 4% increase from acquisitions, and a 1% favorable impact from foreign exchange.

Earnings from continuing operations for the six months ended June 30, 2010 were $293.4 million or $1.55 diluted EPS, compared to $162.0 million or $0.87 diluted EPS in the prior-year period, representing increases of 81% and 78%, respectively. Revenue for the six months ended June 30, 2010 was $3.4 billion, an increase of 22% over the prior year period, reflecting organic growth of 15%, a 5% increase from acquisitions, and a 2% favorable impact from foreign exchange.

Commenting on the second quarter results, Dover’s President and Chief Executive Officer, Robert A. Livingston, said, “I am pleased with our strong second quarter performance. Revenue growth of 29% was higher than our expectations entering the quarter and was broad-based, with Electronic Technologies, Fluid Management, Refrigeration Equipment and Product ID leading the way. We were successful in converting the revenue increases to earnings growth, as evidenced by our 16.9% segment operating margin in the quarter. Further, order rates remained strong across the majority of our portfolio in the second quarter as we exited with a book-to-bill of 1.08.

“Looking forward, the strength of our first half, coupled with our solid book-to-bill leads us to believe our full-year results will be higher than those previously communicated. We now estimate full year revenue growth will be 16% – 18%, comprised of organic revenue growth of 13% – 15%, and growth from acquisitions of 3%. Based on these revenue assumptions, our

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operating companies’ solid results in the first half, and our continuing strong focus on margin performance as we enter the back half of the year, we now anticipate full-year earnings per share will be in the range of $3.05 – $3.25.”

Net earnings for the second quarter of 2010 were $169.9 million or $0.90 EPS, including a loss from discontinued operations of $2.0 million or $0.01 EPS, compared to net earnings of $97.1 million or $0.52 EPS for the same period of 2009, which included a loss from discontinued operations of $3.8 million or $0.02 EPS. Net earnings for the six months ended June 30, 2010 were $278.0 million or $1.47 EPS, including a loss from discontinued operations of $15.4 million or $0.08 EPS, compared to net earnings of $150.5 million or $0.81 EPS for the same period of 2009, which included a loss from discontinued operations of $11.5 million or $0.06 EPS.

Dover will host a webcast of its second quarter 2010 conference call at 9:00 A.M. Eastern Time on Friday, July 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 and additional information on Dover’s second 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

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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 2010
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited) (in thousands, except per share figures)

		Three Months Ended June 30,								Six Months Ended June 30,
		2010				2009				2010				2009
Revenue		$	1,786,696			$	1,390,331			$	3,369,966			$	2,769,417
Cost of goods and services			1,097,998				897,021				2,069,111				1,793,963
Gross profit			688,698				493,310				1,300,855				975,454
Selling and administrative expenses			423,809				364,962				832,978				732,352
Operating earnings			264,889				128,348				467,877				243,102
Interest expense, net			26,942				24,840				54,111				47,238
Other expense/(income), net			(4,708	)			1,513				(5,949	)			(223	)
Total interest/other expense, net			22,234				26,353				48,162				47,015
Earnings before provision for income taxes and discontinued operations			242,655				101,995				419,715				196,087
Provision for income taxes			70,762				1,121				126,337				34,118
Earnings from continuing operations			171,893				100,874				293,378				161,969
Loss from discontinued operations, net			(2,023	)			(3,794	)			(15,381	)			(11,463	)
Net earnings		$	169,870			$	97,080			$	277,997			$	150,506
Basic earnings (loss) per common share:
Earnings from continuing operations		$	0.92			$	0.54			$	1.57			$	0.87
Loss from discontinued operations, net			(0.01	)			(0.02	)			(0.08	)			(0.06	)
Net earnings			0.91				0.52				1.49				0.81
Weighted average shares outstanding			186,823				186,070				186,998				186,041
Diluted earnings (loss) per common share:
Earnings from continuing operations		$	0.91			$	0.54			$	1.55			$	0.87
Loss from discontinued operations, net			(0.01	)			(0.02	)			(0.08	)			(0.06	)
Net earnings			0.90				0.52				1.47				0.81
Weighted average shares outstanding			188,720				186,292				188,948				186,198
Dividends paid per common share		$	0.26			$	0.25			$	0.52			$	0.50

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,
		2010				2009				2010				2009
Weighted average shares outstanding — Basic			186,823				186,070				186,998				186,041
Dilutive effect of assumed exercise of employee stock options, SAR’s and performance shares		1,897					222				1,950				157
Weighted average shares outstanding — Diluted			188,720				186,292				188,948				186,198
Anti-dilutive options/SAR’s excluded from diluted EPS computation			3,790				13,365				1,501				13,538

DOVER CORPORATION — INVESTOR SUPPLEMENT
SECOND QUARTER 2010

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

		2009																							2010
										Q2																												Q2
		Q1				Q2				YTD				Q3				Q3 YTD				Q4				FY 2009				Q1				Q2				YTD
REVENUE
Industrial Products
Material Handling		$	186,651			$	153,574			$	340,225			$	154,238			$	494,463			$	165,890			$	660,353			$	189,052			$	214,295			$	403,347
Mobile Equipment			248,292				229,522				477,814				242,011				719,825				242,352				962,177				240,139				248,523				488,662
Eliminations			(152	)			(147	)			(299	)			(209	)			(508	)			(230	)			(738	)			(393	)			(432	)			(825	)
			434,791				382,949				817,740				396,040				1,213,780				408,012				1,621,792				428,798				462,386				891,184
Engineered Systems
Product Identification			177,358				193,018				370,376				211,952				582,328				219,948				802,276				212,500				219,551				432,051
Engineered Products			223,426				274,398				497,824				308,741				806,565				253,095				1,059,660				271,773				357,570				629,343
			400,784				467,416				868,200				520,693				1,388,893				473,043				1,861,936				484,273				577,121				1,061,394
Fluid Management
Energy			176,334				138,415				314,749				144,664				459,413				164,798				624,211				205,327				216,020				421,347
Fluid Solutions			154,488				156,897				311,385				164,604				475,989				170,860				646,849				175,505				187,759				363,264
Eliminations			(50	)			(43	)			(93	)			(21	)			(114	)			(36	)			(150	)			(32	)			(105	)			(137	)
			330,772				295,269				626,041				309,247				935,288				335,622				1,270,910				380,800				403,674				784,474
Electronic Technologies			214,035				245,953				459,988				275,266				735,254				291,700				1,026,954				290,989				345,607				636,596
Intra-segment eliminations			(1,297	)			(1,255	)			(2,552	)			(1,635	)			(4,187	)			(1,716	)			(5,903	)			(1,590	)			(2,092	)			(3,682	)
Total consolidated revenue		$	1,379,085			$	1,390,332			$	2,769,417			$	1,499,611			$	4,269,028			$	1,506,661			$	5,775,689			$	1,583,270			$	1,786,696			$	3,369,966
NET EARNINGS
Segment Earnings:
Industrial Products		$	34,544			$	25,421			$	59,965			$	38,119			$	98,084			$	41,673			$	139,757			$	51,039			$	61,635			$	112,674
Engineered Systems			43,305				57,463				100,768				78,194				178,962				48,306				227,268				54,843				84,655				139,498
Fluid Management			75,442				55,572				131,014				60,677				191,691				67,578				259,269				86,767				96,168				182,935
Electronic Technologies			(12,110	)			17,993				5,883				38,160				44,043				39,651				83,694				44,905				59,582				104,487
Total Segments			141,181				156,449				297,630				215,150				512,780				197,208				709,988				237,554				302,040				539,594
Corporate expense / other			(24,692	)			(29,613	)			(54,305	)			(34,106	)			(88,411	)			(29,584	)			(117,995	)			(33,325	)			(32,443	)			(65,768	)
Net interest expense			(22,398	)			(24,840	)			(47,238	)			(26,299	)			(73,537	)			(26,838	)			(100,375	)			(27,169	)			(26,942	)			(54,111	)
Earnings from continuing operations before provision for income taxes			94,091				101,996				196,087				154,745				350,832				140,786				491,618				177,060				242,655				419,715
Provision for income taxes			32,997				1,120				34,117				47,261				81,378				38,346				119,724				55,575				70,762				126,337
Earnings from continuing operations			61,094				100,876				161,971				107,484				269,455				102,440				371,894				121,485				171,893				293,378
Earnings (loss) from discontinued operations, net			(7,669	)			(3,793	)			(11,462	)			(600	)			(12,062	)			(3,394	)			(15,456	)			(13,358	)			(2,023	)			(15,381	)
Net earnings		$	53,425			$	97,083			$	150,508			$	106,884			$	257,392			$	99,046			$	356,438			$	108,127			$	169,870			$	277,997
SEGMENT OPERATING MARGIN
Industrial Products			7.9	%			6.6	%			7.3	%			9.6	%			8.1	%			10.2	%			8.6	%			11.9	%			13.3	%			12.6	%
Engineered Systems			10.8	%			12.3	%			11.6	%			15.0	%			12.9	%			10.2	%			12.2	%			11.3	%			14.7	%			13.1	%
Fluid Management			22.8	%			18.8	%			20.9	%			19.6	%			20.5	%			20.1	%			20.4	%			22.8	%			23.8	%			23.3	%
Electronic Technologies			-5.7	%			7.3	%			1.3	%			13.9	%			6.0	%			13.6	%			8.1	%			15.4	%			17.2	%			16.4	%
Total Segment			10.2	%			11.3	%			10.7	%			14.3	%			12.0	%			13.1	%			12.3	%			15.0	%			16.9	%			16.0	%

DOVER CORPORATION — INVESTOR SUPPLEMENT
SECOND QUARTER 2010

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

		2009																				2010
										Q2								Q3																				Q2
		Q1				Q2				YTD				Q3				YTD				Q4				FY 2009				Q1				Q2				YTD
BOOKINGS
Industrial Products
Material Handling		$	118,343			$	126,225			$	244,568			$	162,759			$	407,327			$	180,349			$	587,676			$	204,098			$	223,787			$	427,885
Mobile Equipment			210,558				245,937				456,495				191,539				648,034				253,130				901,164				231,128				288,887				520,015
Eliminations			(22	)			(203	)			(225	)			(337	)			(562	)			(424	)			(986	)			(407	)			(303	)			(710	)
			328,879				371,959				700,838				353,961				1,054,799				433,055				1,487,854				434,819				512,371				947,190
Engineered Systems
Product Identification			175,680				205,736				381,416				212,642				594,058				223,301				817,359				220,410				223,203				443,613
Engineered Products			236,353				259,869				496,222				258,634				754,856				263,211				1,018,067				368,134				379,048				747,182
			412,033				465,605				877,638				471,276				1,348,914				486,512				1,835,426				588,544				602,251				1,190,795
Fluid Management
Energy			142,721				132,855				275,576				157,763				433,339				176,706				610,045				208,669				226,301				434,970
Fluid Solutions			150,376				159,482				309,858				165,601				475,459				169,639				645,098				179,037				192,035				371,072
Eliminations			(43	)			(39	)			(82	)			(41	)			(123	)			(17	)			(140	)			(85	)			(51	)			(136	)
			293,054				292,298				585,352				323,323				908,675				346,328				1,255,003				387,621				418,285				805,906
Electronic Technologies			223,707				243,274				466,981				283,035				750,016				305,266				1,055,282				358,477				394,441				752,918
Intra-segment eliminations			(1,291	)			(1,435	)			(6,482	)			(1,790	)			1,528,911				(1,600	)			(6,116	)			(1,615	)			(2,244	)			(3,859	)
Total consolidated bookings		$	1,256,382			$	1,371,701			$	3,980,735			$	1,429,805			$	5,591,315			$	1,569,561			$	5,627,449			$	1,767,846			$	1,925,104			$	3,692,950
BACKLOG
Industrial Products
Material Handling		$	120,066			$	93,247							$	102,146							$	116,658							$	131,521			$	140,452
Mobile Equipment			349,358				368,315								318,496								329,774								319,801				359,727
Eliminations			(48	)			(143	)							(170	)							(371	)							(386	)			(257	)
			469,376				461,419								420,472								446,061								450,936				499,922
Engineered Systems
Product Identification			57,801				66,288								72,523								74,700								78,976				80,550
Engineered Products			196,394				245,165								199,888								218,520								314,465				334,971
			254,195				311,453								272,411								293,220								393,441				415,521
Fluid Management
Energy			58,771				54,734								66,043								77,173								76,844				84,800
Fluid Solutions			60,781				63,788								65,081								60,540								63,535				65,639
Eliminations			(5	)			(1	)							(21	)							(2	)							(55	)			(1	)
			119,547				118,521								131,103								137,711								140,324				150,438
Electronic Technologies			186,850				185,512								194,414								206,893								271,340				318,450
Intra-segment eliminations			(42	)			(242	)							(426	)							(337	)							(362	)			(570	)
Total consolidated backlog		$	1,029,926			$	1,076,663							$	1,017,974							$	1,083,548							$	1,255,679			$	1,383,761
ACQUISITION RELATED DEPRECIATION AND AMORTIZATION EXPENSE *
Industrial Products		$	8,388			$	7,708			$	16,096			$	7,770			$	23,866			$	8,182			$	32,048			$	7,575			$	7,620			$	15,195
Engineered Systems			6,071				6,436				12,507				6,580				19,087				7,579				26,666				7,915				7,057				14,972
Fluid Management			4,828				4,592				9,420				4,432				13,852				4,537				18,389				5,429				5,591				11,020
Electronic Technologies			8,286				8,217				16,503				8,268				24,771				8,432				33,203				8,370				8,540				16,910
		$	27,573			$	26,953			$	54,526			$	27,050			$	81,576			$	28,730			$	110,306			$	29,289			$	28,808			$	58,097

DOVER CORPORATION — INVESTOR
SUPPLEMENT SECOND QUARTER 2010

DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)

		2009																				2010
		Q1				Q2				Q3				Q4				FY 2009				Q1				Q2				YTD
Basic earnings (loss) per common share:
Continuing operations		$	0.33			$	0.54			$	0.58			$	0.55			$	2.00			$	0.65			$	0.92			$	1.57
Discontinued operations			(0.04	)			(0.02	)			(0.00	)			(0.02	)			(0.08	)			(0.07	)			(0.01	)			(0.08	)
Net earnings			0.29				0.52				0.57				0.53				1.91				0.58				0.91				1.49
Diluted earnings (loss) per common share:
Continuing operations		$	0.33			$	0.54			$	0.58			$	0.55			$	1.99			$	0.65			$	0.91			$	1.55
Discontinued operations			(0.04	)			(0.02	)			(0.00	)			(0.02	)			(0.08	)			(0.07	)			(0.01	)			(0.08	)
Net earnings			0.29				0.52				0.57				0.53				1.91				0.58				0.90				1.47

DOVER CORPORATION — INVESTOR
SUPPLEMENT SECOND QUARTER 2010

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

		2009																				2010
		Q1				Q2				Q3				Q4				FY 2009				Q1				Q2
Cash From Operations		$	114,866			$	192,436			$	246,811			$	247,947			$	802,060			$	87,066			$	231,199
CAPEX			(31,475	)			(26,976	)			(24,799	)			(36,759	)			(120,009	)			(39,336	)			(46,945	)
Free Cash Flow		$	83,391			$	165,460			$	222,012			$	211,188			$	682,051			$	47,730			$	184,254
Free Cash Flow to Earnings From Continuing Operations			136.5	%			164.0	%			206.6	%			206.2	%			183.4	%			39.3	%			107.2	%