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)

STATE OF 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)				(Zip Code)

(212) 922-1640
(Registrant’s telephone number, including area code)

(Former Name or Former address, if Changed Since Last Report)

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 24, 2007, Dover Corporation issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for its quarter ended September 30, 2007.

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 exhibit is furnished as part of this report: 99.1      Press Release of Dover Corporation, dated October 24, 2007.

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 24, 2007

		EXHIBIT 99.1

CONTACT:		READ IT ON THE WEB
Paul Goldberg		www.dovercorporation.com
Treasurer & Director of Investor Relations
(212) 922-1640
		October 24, 2007

DOVER REPORTS 16% EPS IMPROVEMENT IN THIRD QUARTER RESULTS

New York, New York, October 24, 2007 — Dover Corporation (NYSE: DOV) announced today that for the third quarter ended September 30, 2007, it had earnings from continuing operations of $177.9 million or $0.88 diluted earnings per share (“EPS”), compared to $155.3 million or $0.76 EPS from continuing operations in the prior-year period, representing increases of 15% and 16%, respectively. Revenue for the third quarter of 2007 was $1.84 billion, an increase of 15% over the prior-year period.

Earnings from continuing operations for the nine months ended September 30, 2007 were $484.4 million or $2.36 EPS, compared to $437.9 million or $2.13 EPS in the prior-year period, both representing increases of 11%. Revenue for the nine month period ended September 30, 2007 was $5.37 billion, up 15% over the prior year period.

Commenting on the third quarter results, Dover’s President and Chief Executive Officer, Ronald L. Hoffman, stated: “I am pleased to announce another excellent quarter at Dover with operating margins of 15.5%, a 30 bps improvement over the prior year period. Dover also produced strong free cash flow of $180.0 million, or 9.8% of revenue. Further, we continued to deliver on our PERFORMANCECOUNTS program by achieving 4 of 5 target metrics for the second quarter in a row.

Mr. Hoffman continued, “Our revenue increase of 15% reflects organic growth of 3.3%, acquisition growth of 9.6%, and a 2.0% benefit from foreign exchange. Excluding the Electronics Technology segment, the Industrial Products, Engineered Systems and Fluid Management segments fared even better, by producing combined organic growth of 5.9% in the third quarter. Overall growth was driven by strong performances in the Product Identification, Material Handling and Energy platforms.

“We also made two major announcements during the quarter. First, we initiated a $500 million share repurchase program of which approximately $300 million has been acquired thus far with the balance expected to be repurchased over the next few months. Second, we implemented a new organizational structure which identifies the true growth platforms of Dover and provides increased clarity for our investors. The new structure will maximize opportunities for improved operational efficiency and provide a framework for capitalizing on potential synergies.

“Looking forward to the fourth quarter, we anticipate the continuation of a solid but moderating business climate. We also expect to incur discrete integration and restructuring charges currently estimated in the range of $.02 to $.03 EPS as we continue to improve our business activities for sustainable long-term performance. Given these factors, plus the normal effects of seasonality, we expect our fourth quarter performance will show modest improvement over the same period last year.”

Net earnings for the third quarter of 2007 were $174.6 million or $0.86 EPS, including a loss from discontinued operations of $3.3 million or $0.02 EPS, compared to net earnings of $167.5 million or $0.82 EPS for the same period of 2006, which included income from discontinued operations of $12.2 million or $0.06 EPS. Net earnings for the nine months ended September 30, 2007 were $475.7 million or $2.32 EPS, including a loss from

discontinued operations of $8.7 million or $0.04 EPS, compared to net earnings of $443.3 million or $2.16 EPS for the same period of 2006, which included income from discontinued operations of $5.4 million or $0.03 EPS.

Dover will host a webcast of its third quarter 2007 conference call at 8:00 A.M. Eastern Time on Wednesday, October 24, 2007. 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 2007 results and its operating companies can also be found on the Company website and in the Company’s Form 10-Q filed after this release.

Dover Corporation, with over $7 billion in annualized 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.

TABLES FOLLOW

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

		Three Months Ended September 30,								Nine Months Ended September 30,
		2007				2006				2007				2006
Revenue		$	1,843,829			$	1,605,247			$	5,366,067			$	4,650,106
Cost of goods and services			1,172,639				1,032,203				3,416,458				2,938,072
Gross profit			671,190				573,044				1,949,609				1,712,034
Selling and administrative expenses			404,537				347,431				1,215,675				1,035,496
Operating earnings			266,653				225,613				733,934				676,538
Interest expense, net			22,326				17,184				66,613				57,916
Other expense, net			2,416				2,702				2,281				9,650
Total interest/other expense, net			24,742				19,886				68,894				67,566
Earnings before provision for income taxes and discontinued operations			241,911				205,727				665,040				608,972
Provision for income taxes			63,972				50,439				180,643				171,080
Earnings from continuing operations			177,939				155,288				484,397				437,892
Earnings (loss) from discontinued operations, net			(3,348	)			12,237				(8,681	)			5,370
Net earnings		$	174,591			$	167,525			$	475,716			$	443,262
Basic earnings (loss) per common share:
Earnings from continuing operations		$	0.89			$	0.76			$	2.38			$	2.15
Earnings (loss) from discontinued operations			(0.02	)			0.06				(0.04	)			0.03
Net earnings			0.87				0.82				2.34				2.18
Weighted average shares outstanding			200,850				203,682				203,235				203,629
Diluted earnings (loss) per common share:
Earnings from continuing operations		$	0.88			$	0.76			$	2.36			$	2.13
Earnings (loss) from discontinued operations			(0.02	)			0.06				(0.04	)			0.03
Net earnings			0.86				0.82				2.32				2.16
Weighted average shares outstanding			202,469				205,313				204,915				205,294
Dividends paid per common share		$	0.200			$	0.185			$	0.570			$	0.525

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,
		2007				2006				2007				2006
Weighted average shares outstanding — Basic			200,850				203,682				203,235				203,629
Dilutive effect of assumed exercise of employee stock options			1,619				1,631				1,680				1,665
Weighted average shares outstanding — Diluted			202,469				205,313				204,915				205,294
Anti-dilutive shares excluded from diluted EPS computation			1,699				1,837				3,358				2,252

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

		2006																								2007
		Q1				Q2				Q3				Q3 YTD				Q4				FY 2006				Q1				Q2				Q3				Q3 YTD
REVENUE
Industrial Products
Material Handling		$	155,581			$	157,101			$	175,408			$	488,090			$	218,409			$	706,499			$	243,344			$	251,679			$	233,106			$	728,129
Mobile Equipment			296,492				305,684				307,310				909,486				311,232				1,220,718				307,758				315,394				315,920				939,072
Eliminations			(187	)			(263	)			(259	)			(709	)			(219	)			(928	)			(219	)			(220	)			(203	)			(642	)
			451,886				462,522				482,459				1,396,867				529,422				1,926,289				550,883				566,853				548,823				1,666,559
Engineered Systems
Product Identification			114,731				137,040				143,482				395,253				173,048				568,301				206,625				224,353				227,617				658,595
Engineered Products			239,045				303,325				286,792				829,162				276,700				1,105,862				285,108				311,178				333,254				929,540
			353,776				440,365				430,274				1,224,415				449,748				1,674,163				491,733				535,531				560,871				1,588,135
Fluid Management
Energy			158,495				164,768				178,054				501,317				182,861				684,178				189,367				188,690				197,759				575,816
Fluid Solutions			157,455				161,434				159,478				478,367				167,032				645,399				169,669				174,579				176,756				521,004
Eliminations			66				(17	)			(20	)			29				(3	)			26				(40	)			(24	)			(12	)			(76	)
			316,016				326,185				337,512				979,713				349,890				1,329,603				358,996				363,245				374,503				1,096,744
Electronic Technologies			330,019				370,236				358,137				1,058,392				353,172				1,411,564				321,173				340,717				363,002				1,024,892
Intramarket eliminations			(2,850	)			(3,296	)			(3,135	)			(9,281	)			(3,059	)			(12,340	)			(3,437	)			(3,455	)			(3,370	)			(10,262	)
Total consolidated revenue		$	1,448,847			$	1,596,012			$	1,605,247			$	4,650,106			$	1,679,173			$	6,329,279			$	1,719,348			$	1,802,891			$	1,843,829			$	5,366,068
NET EARNINGS
Segment Earnings:
Industrial Products		$	62,985			$	65,177			$	61,858			$	190,020			$	61,208			$	251,228			$	70,148			$	85,077			$	75,893			$	231,118
Engineered Systems			49,995				73,789				62,905				186,689				55,041				241,730				50,944				77,318				79,451				207,713
Fluid Management			67,072				66,732				67,297				201,101				66,276				267,377				73,842				73,283				79,184				226,309
Electronic Technologies			47,742				60,872				52,658				161,272				53,675				214,947				36,949				45,354				50,801				133,104
Total Segments			227,794				266,570				244,718				739,082				236,200				975,282				231,883				281,032				285,329				798,244
Corporate expense / other			(22,563	)			(27,824	)			(21,807	)			(72,194	)			(16,611	)			(88,805	)			(22,393	)			(23,106	)			(21,092	)			(66,591	)
Net interest expense			(21,484	)			(19,248	)			(17,184	)			(57,916	)			(19,068	)			(76,984	)			(21,838	)			(22,449	)			(22,326	)			(66,613	)
Earnings from continuing operations before provision for income taxes			183,747				219,498				205,727				608,972				200,521				809,493				187,652				235,477				241,911				665,040
Provision for income taxes			55,616				65,025				50,439				171,080				45,958				217,038				53,161				63,510				63,972				180,643
Earnings from continuing operations			128,131				154,473				155,288				437,892				154,563				592,455				134,491				171,967				177,939				484,397
Earnings (loss) from discontinued operations, net			75,695				(82,562	)			12,237				5,370				(36,043	)			(30,673	)			(5,560	)			227				(3,348	)			(8,681	)
Net earnings		$	203,826			$	71,911			$	167,525			$	443,262			$	118,520			$	561,782			$	128,931			$	172,194			$	174,591			$	475,716
SEGMENT OPERATING MARGIN
Industrial Products			13.9	%			14.1	%			12.8	%			13.6	%			11.6	%			13.0	%			12.7	%			15.0	%			13.8	%			13.9	%
Engineered Systems			14.1	%			16.8	%			14.6	%			15.2	%			12.2	%			14.4	%			10.4	%			14.4	%			14.2	%			13.1	%
Fluid Management			21.2	%			20.5	%			19.9	%			20.5	%			18.9	%			20.1	%			20.6	%			20.2	%			21.1	%			20.6	%
Electronic Technologies			14.5	%			16.4	%			14.7	%			15.2	%			15.2	%			15.2	%			11.5	%			13.3	%			14.0	%			13.0	%
Total Segment			15.7	%			16.7	%			15.2	%			15.9	%			14.1	%			15.4	%			13.5	%			15.6	%			15.5	%			14.9	%
Basic earnings (loss) per common share:
Continuing operations		$	0.63			$	0.76			$	0.76			$	2.15			$	0.76			$	2.91			$	0.66			$	0.84			$	0.89			$	2.38
Discontinued operations			0.37				(0.40	)			0.06				0.03				(0.18	)			(0.15	)			(0.03	)			0.00				(0.02	)			(0.04	)
Net earnings			1.00				0.35				0.82				2.18				0.58				2.76				0.63				0.84				0.87				2.34
Diluted earnings (loss) per common share:
Continuing operations		$	0.63			$	0.75			$	0.76			$	2.13			$	0.75			$	2.88			$	0.65			$	0.83			$	0.88			$	2.36
Discontinued operations			0.37				(0.40	)			0.06				0.03				(0.17	)			(0.15	)			(0.03	)			0.00				(0.02	)			(0.04	)
Net earnings			0.99				0.35				0.82				2.16				0.58				2.73				0.63				0.84				0.86				2.32

 5 

DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION (continued)
(unaudited) (In thousands)

		2006																								2007
														Q3																								Q3
		Q1				Q2				Q3				YTD				Q4				FY 2006				Q1				Q2				Q3				YTD
BOOKINGS
Industrial Products
Material Handling		$	176,965			$	156,684			$	170,758			$	504,407			$	208,163			$	712,570			$	259,039			$	246,416			$	228,085			$	733,540
Mobile Equipment			302,838				311,496				325,345				939,679				311,417				1,251,096				374,845				353,122				298,016				1,025,983
Eliminations			(404	)			(426	)			(1,589	)			(2,419	)			(380	)			(2,799	)			(438	)			(445	)			(324	)			(1,207	)
		$	479,399			$	467,754			$	494,514			$	1,441,667			$	519,200			$	1,960,867			$	633,446			$	599,093			$	525,777			$	1,758,316
Engineered Systems
Product Identification		$	122,201			$	130,013			$	145,929			$	398,143			$	163,953			$	562,096			$	215,596			$	219,111			$	231,166			$	665,873
Engineered Products			295,712				305,753				290,647				892,112				275,653				1,167,765				322,940				344,559				294,235				961,734
		$	417,913			$	435,766			$	436,576			$	1,290,255			$	439,606			$	1,729,861			$	538,536			$	563,670			$	525,401			$	1,627,607
Fluid Management
Energy		$	170,191			$	166,628			$	186,444			$	523,263			$	170,664			$	693,927			$	200,010			$	187,502			$	194,733			$	582,245
Fluid Solutions			160,388				167,631				158,783				486,802				167,130				653,932				171,944				180,964				177,021				529,929
Eliminations			(21	)			(11	)			(20	)			(51	)			(32	)			(84	)			(15	)			(16	)			(12	)			(43	)
		$	330,558			$	334,248			$	345,207			$	1,010,014			$	337,762			$	1,347,775			$	371,939			$	368,450			$	371,742			$	1,112,131
Electronic Technologies		$	382,817			$	364,096			$	340,645			$	1,087,558			$	322,485			$	1,410,043			$	311,840			$	354,858			$	381,804			$	1,048,501
BACKLOG
Industrial Products
Material Handling		$	130,621			$	130,402			$	156,112							$	146,614							$	161,991			$	157,945			$	153,245
Mobile Equipment			369,013				385,745				417,467								429,191								501,591				541,683				529,423
Eliminations			(6	)			(5	)			(147	)							(165	)							(207	)			(236	)			(275	)
		$	499,628			$	516,142			$	573,432							$	575,640							$	663,375			$	699,392			$	682,393
Engineered Systems
Product Identification		$	42,912			$	43,733			$	48,042							$	57,706							$	66,875			$	62,216			$	68,682
Engineered Products			250,996				252,512				256,306								256,200								286,313				327,088				287,901
		$	293,908			$	296,245			$	304,348							$	313,906							$	353,188			$	389,304			$	356,583
Fluid Management
Energy		$	67,711			$	68,139			$	88,161							$	75,449							$	88,392			$	89,044			$	87,105
Fluid Solutions			56,154				62,481				61,794								63,565								65,683				72,028				73,007
Eliminations			(9	)			(4	)			(3	)							(33	)							(8	)			—				—
		$	123,856			$	130,616			$	149,952							$	138,981							$	154,067			$	161,072			$	160,112
Electronic Technologies		$	243,480			$	242,205			$	227,528							$	200,048							$	229,010			$	243,996			$	266,474
ACQUISITION RELATED DEPRECIATION AND AMORTIZATION EXPENSE*
Industrial Products		$	3,718			$	3,542			$	6,888			$	14,148			$	11,065			$	25,213			$	6,460			$	6,417			$	6,933			$	19,810
Engineered Systems			1,801				3,431				4,000				9,232				5,404				14,636				12,094				5,954				6,257				24,305
Fluid Management			4,487				3,936				3,761				12,184				3,999				16,183				3,800				3,812				3,796				11,408
Electronic Technologies			8,135				8,709				7,976				24,820				8,094				32,914				8,756				10,319				9,957				29,032
		$	18,141			$	19,618			$	22,625			$	60,384			$	28,562			$	88,946			$	31,110			$	26,502			$	26,943			$	84,555

*

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.