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 January 28, 2009, Dover Corporation (i) issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter and full year ended December 31, 2008; and (ii) posted on its website at http://www.dovercorporation.com the investor supplement attached hereto as Exhibit 99.2 and the earnings webcast presentation materials attached hereto as Exhibit 99.3 for the quarter and full year ended December 31, 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 exhibit is furnished as part of this report:

	99.1		Press Release of Dover Corporation, dated January 28, 2009.
	99.2		Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com.
	99.3		Earnings Webcast Presentation Materials 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 January 28, 2009
99.2		Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com
99.3		Earnings Webcast Presentation Materials 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

January 28, 2009

DOVER REPORTS FOURTH QUARTER AND FULL YEAR 2008 RESULTS

New York, New York, January 28, 2009 — Dover Corporation (NYSE: DOV) announced today that for the fourth quarter ended December 31, 2008, it had earnings from continuing operations of $169.6 million or $0.91 diluted earnings per share (“EPS”), compared to $175.1 million or $0.89 EPS from continuing operations in the prior-year period. Revenue from continuing operations for the fourth quarter of 2008 was $1.73 billion, a decrease of 8% over the prior year period. Net acquisition growth of 1% was offset by a 6% decline in organic revenue and a 3% negative impact of foreign exchange.

Earnings from continuing operations for the twelve months ended December 31, 2008 were $694.8 million or $3.67 EPS, compared to $669.8 million or $3.30 EPS in the prior year period, representing increases of 4% and 11%, respectively. Revenue from continuing operations for the twelve month period ended December 31, 2008 was $7.57 billion, up 3% over the prior year period due to organic growth of 1%, net acquisition growth of 1% and the favorable impact of foreign exchange of 1%.

Commenting on the fourth quarter results, Dover’s President and Chief Executive Officer, Robert A. Livingston, said, “Our fourth quarter earnings represent a strong finish to our record 2008 performance, despite a weaker global economy. We had improved operating margins in the quarter of 15.3%, up 70 basis points over the prior year period. In addition, we delivered free cash flow of $228 million representing 13.2% of revenue, while our full-year free cash flow was $835 million, or 11.0% of revenue. We achieved an impressive 120% cash conversion rate and we will continue to put great emphasis on cash flow through such programs as PERFORMANCECOUNTS, synergy capture and global procurement. We are proud that Dover achieved full-year records in revenue, earnings, EPS and free cash flow.

“Our Energy platform continued its robust performance which helped offset diminished demand in the majority of our other end markets. In spite of the weakening business climate, we were able to finish strongly because of the aggressive actions our operating companies have taken during the year. Those actions included synergy capture, pricing initiatives and significant restructuring programs. For the full year, we reduced our worldwide headcount by 2,000, nearly 6% of our global workforce, and absorbed $27 million in one-time restructuring costs, which yielded $35 million of cost savings in 2008 and should yield an additional $50 million of benefit in 2009. Further actions have already been taken in the first quarter and we are fully prepared to take additional steps to address any further deterioration in end market conditions.

“In 2008 we remained committed to our disciplined capital allocation strategy. We focused on synergistic add-on acquisitions, share repurchases, and selective investments in our businesses. We also increased our annual dividend for the 54^th consecutive year. The result of this financial discipline is a strong balance sheet that will enable us to weather the current economic storm and provide a competitive advantage as we seek to grow our business and improve our EPS over the long term.

“Looking forward to 2009, we see the continuation of a weak and uncertain global business environment. With few exceptions, demand levels are down across all of our end markets. Though this downturn will have an adverse impact on revenue, we are very focused on protecting margin. The structural changes we’ve made to our businesses over the last few years, becoming less dependent on capital goods markets and having greater

recurring revenue, together with improved working capital management and strong pricing discipline, will serve us well during this downturn.”

Net earnings for the fourth quarter of 2008 were $120.7 million or $0.65 EPS, including a loss from discontinued operations of $48.9 million or $0.26 EPS, compared to net earnings of $185.4 million or $0.94 EPS for the same period of 2007, which included income from discontinued operations of $10.2 million or $0.05 EPS. Net earnings for the twelve months ended December 31, 2008 were $590.8 million or $3.12 EPS, which included a loss from discontinued operations of $103.9 million or $0.55 EPS, compared to net earnings of $661.1 million or $3.26 EPS for the same period of 2007, including a loss from discontinued operations of $8.7 million or $0.04 EPS. The fourth quarter and full year losses from discontinued operations largely reflect a loss provision for a business expected to be sold in 2009, as well as tax expenses and tax accruals related to ongoing Federal tax settlements and state tax assessments.

Dover will host a webcast of its fourth quarter 2008 conference call at 8:00 A.M. Eastern Time on Wednesday, January 28, 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 fourth quarter 2008 results and its operating companies can also be found on the Company website, including an investor supplement containing a reconciliation of free cash flow and other non-GAAP measures to the most directly comparable GAAP measures.

Dover Corporation, with over $7.5 billion in annual revenue, 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 and other information that Dover Corporation makes available to the public, orally and in writing, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to future events and results, projections and plans, and may be indicated by words like “anticipates,” “expects,” “believes,” “indicates,” “suggests,” “will,” “plans,” “projected” “should,” and other similar words. All such forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ from current expectations, including, but not limited to, current economic conditions and uncertainties in the credit and capital markets; our ability to achieve expected savings from integration, synergy and other cost-control initiatives; our 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 our 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; 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

FOURTH QUARTER AND FULL YEAR 2008

Share Repurchase Program

During the twelve months ended December 31, 2008, the Company repurchased 10,000,000 shares of its common stock in the open market at an average price of $46.15 per share. As of December 31, 2008, the Company had completed the purchases of all authorized shares under its $500 million share repurchase program, which was approved by the Board of Directors in the fourth quarter of 2007.

Acquisitions

During the fourth quarter of 2008, the Company completed one add-on acquisition in the Fluid Management segment totaling $3.9 million. During 2008, Dover made a total of four add-on acquisitions, totaling $103.8 million, net of cash acquired.

Divestitures

During the fourth quarter of 2008, the Company completed the sale of a line of business resulting in a $7.5 million gain recorded in the Electronic Technologies segment. There was no tax expense recorded in connection with this disposition.

In addition, during the fourth quarter of 2008, the Company reached final settlement on certain Federal tax matters related to businesses previously discontinued and sold, which increased tax expense by approximately $15.0 million. The Company also recognized certain state tax assessments related to previously sold discontinued operations consistent with Financial Accounting Standards Board Interpretation No. 48, resulting in additional tax expense of approximately $13.0 million, net of Federal benefit. Finally, the Company increased its loss provision for the anticipated sale of a discontinued operation by an additional $21.0 million, for which no tax benefit was recognized.

For the year ended December 31, 2008, in addition to the tax adjustments described above, the Company recorded adjustments to the carrying value of discontinued operations resulting in a net after-tax loss of approximately $74.0 million, and recorded net losses from operations of approximately $2.0 million. At year end 2008, one business remains held for sale in discontinued operations.

Growth Factors

		2008
Revenue Growth		Q1				Q2				Q3				Q4				FY 08
Organic			2.7	%			5.4	%			2.8	%			-5.7	%			1.2	%
Net Acquisitions (A)			1.1	%			1.3	%			0.8	%			0.4	%			0.8	%
Currency translation			3.2	%			3.5	%			1.8	%			-3.0	%			1.4	%
			7.0	%			10.2	%			5.4	%			-8.3	%			3.4	%

(A)		Acquisition Growth before the disposition of a line of business was 1.8%, 2.0%, 1.7%, 1.2% and 1.7% in each period, respectively.

Cash Flow

The following table is a reconciliation of free cash flow (a non-GAAP measure) with cash flows from operating activities.

		Three Months Ended December 31,								Years Ended December 31,
Free Cash Flow (in thousands)		2008				2007				2008				2007
Cash flow provided by operating activities		$	270,353			$	370,350			$	1,010,416			$	927,693
Less: Capital expenditures			42,476				43,842				175,795				173,653
Free cash flow		$	227,877			$	326,508			$	834,621			$	754,040
Free cash flow as a percentage of revenue			13.2	%			17.3	%			11.0	%			10.3	%
Free cash flow as a percentage of earnings from continuing operations											120.1	%			112.6	%

The full year increase in free cash flow reflects higher earnings from continuing operations before depreciation and amortization and lower tax payments in 2008. In addition, Adjusted Working Capital (a non-GAAP measure calculated as accounts receivable, plus inventory, less accounts payable) decreased from the prior year end by $86.0 million, or 6% to $1,275.9 million which reflected a decrease in receivables of $91.0 million, a decrease in inventory of $37.8 million and a decrease in accounts payable of $42.8 million. Excluding acquisitions, dispositions and the effects of foreign exchange translation, Adjusted Working Capital would have decreased by $56.3 million, or 4%. “Average Annual Adjusted Working Capital” as a percentage of revenue (a non-GAAP measure calculated as the five-quarter average balance of accounts receivable, plus inventory, less accounts payable divided by the trailing twelve months of revenue) decreased to 18.3% at December 31, 2008 from 18.9% at December 31, 2007 and inventory turns were 7.1 at December 31, 2008 compared to 6.7 at December 31, 2007.

Capitalization

The following table provides a summary reconciliation of total debt and net debt to total capitalization to the most directly comparable GAAP measures:

		At December 31,				At December 31,
Net Debt to Total Capitalization Ratio (in thousands)		2008				2007
Current maturities of long-term debt		$	32,194			$	33,175
Commercial paper and other short-term debt			192,750				605,474
Long-term debt			1,860,729				1,452,003
Total debt			2,085,673				2,090,652
Less: Cash, cash equivalents and short-term investments			826,869				606,105
Net debt			1,258,804				1,484,547
Add: Stockholders’ equity			3,792,866				3,946,173
Total capitalization		$	5,051,670			$	5,430,720
Net debt to total capitalization			24.9	%			27.3	%

Net debt at December 31, 2008 decreased $225.7 million as a result of cash generated from operations. The increase in long-term debt was used primarily to fund acquisitions, decrease short-term debt and repurchase shares in excess of the Company’s available free cash flow. The decrease in net debt to total capitalization, after $462 million of open market share repurchases, reflects strong free cash flow and net proceeds from dispositions of $93 million.

Tax Rate

The effective tax rate for continuing operations for the fourth quarter of 2008 was 21.4%, compared to the prior year rate of 24.6%. The 2008 rate was favorably impacted by benefits recognized for tax positions that were effectively settled. In addition, the fourth quarter of 2008 had more non-U.S. earnings in low-taxed overseas jurisdictions when compared to the prior year quarter. The effective tax rate for continuing operations for each of the twelve month periods ended December 31, 2008 and 2007 was 26.6%.

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

		Three Months Ended December 31								Twelve Months Ended December 31
		2008				2007				2008				2007
Revenue		$	1,726,648			$	1,883,588			$	7,568,888			$	7,317,270
Cost of goods and services			1,120,148				1,207,494				4,838,881				4,697,768
Gross profit			606,500				676,094				2,730,007				2,619,502
Selling and administrative expenses			375,378				419,613				1,700,677				1,614,005
Operating earnings			231,122				256,481				1,029,330				1,005,497
Interest expense, net			19,293				22,536				96,037				89,589
Other expense (income), net			(3,798	)			1,789				(12,726	)			3,541
Total interest/other expense, net			15,495				24,325				83,311				93,130
Earnings before provision for income taxes and discontinued operations			215,627				232,156				946,019				912,367
Provision for income taxes			46,045				57,024				251,261				242,617
Earnings from continuing operations			169,582				175,132				694,758				669,750
Earnings (loss) from discontinued operations, net of tax			(48,855	)			10,232				(103,927	)			(8,670	)
Net earnings		$	120,727			$	185,364			$	590,831			$	661,080
Basic earnings (loss) per common share:
Earnings from continuing operations		$	0.91			$	0.89			$	3.69			$	3.33
Earnings (loss) from discontinued operations			(0.26	)			0.05				(0.55	)			(0.04	)
Net earnings			0.65				0.95				3.13				3.28
Weighted average shares outstanding			185,965				195,932				188,481				201,330
Diluted earnings (loss) per common share:
Earnings from continuing operations		$	0.91			$	0.89			$	3.67			$	3.30
Earnings (loss) from discontinued operations			(0.26	)			0.05				(0.55	)			(0.04	)
Net earnings			0.65				0.94				3.12				3.26
Weighted average shares outstanding			186,207				197,286				189,269				202,918
Dividends paid per common share		$	0.25			$	0.20			$	0.90			$	0.77
The following table is a reconciliation of the share amounts used in computing earnings per share:
		Three Months Ended December 31								Twelve Months Ended December 31
		2008				2007				2008				2007
Weighted average shares outstanding — Basic			185,965				195,932				188,481				201,330
Dilutive effect of assumed exercise of employee stock options			242				1,354				788				1,588
Weighted average shares outstanding — Diluted			186,207				197,286				189,269				202,918
Anti-dilutive shares excluded from diluted EPS computation			6,722				1,635				5,103				3,241

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

		2007																				2008
		Q1				Q2				Q3				Q4				FY 2007				Q1				Q2				Q3				Q4				FY 2008
REVENUE
Industrial Products
Material Handling		$	293,466			$	299,588			$	276,236			$	275,963			$	1,145,253			$	287,208			$	306,988			$	286,568			$	256,105			$	1,136,869
Mobile Equipment			307,758				315,394				315,920				323,912				1,262,984				329,723				342,228				343,261				308,210				1,323,422
Eliminations			(219	)			(220	)			(203	)			(335	)			(977	)			(157	)			(210	)			(218	)			(201	)			(786	)
			601,005				614,762				591,953				599,540				2,407,260				616,774				649,006				629,611				564,114				2,459,505
Engineered Systems
Product Identification			206,625				224,353				227,617				253,985				912,580				231,526				249,250				234,868				208,825				924,469
Engineered Products			260,002				284,457				311,337				283,682				1,139,478				267,696				289,479				289,778				238,928				1,085,881
			466,627				508,810				538,954				537,667				2,052,058				499,222				538,729				524,646				447,753				2,010,350
Fluid Management
Energy			189,367				188,690				197,759				199,208				775,024				213,003				236,461				249,656				236,294				935,414
Fluid Solutions			169,669				174,579				176,756				186,109				707,113				188,328				210,207				202,054				178,223				778,812
Eliminations			(40	)			(24	)			(12	)			(53	)			(129	)			(32	)			(38	)			(28	)			(82	)			(180	)
			358,996				363,245				374,503				385,264				1,482,008				401,299				446,630				451,682				414,435				1,714,046
Electronic Technologies			321,173				340,717				363,002				365,211				1,390,103				351,757				379,958				362,446				301,970				1,396,131
Intra-segment eliminations			(3,368	)			(3,391	)			(3,306	)			(4,094	)			(14,159	)			(3,566	)			(3,345	)			(2,609	)			(1,624	)			(11,144	)
Total consolidated revenue		$	1,744,433			$	1,824,143			$	1,865,106			$	1,883,588			$	7,317,270			$	1,865,486			$	2,010,978			$	1,965,776			$	1,726,648			$	7,568,888
NET EARNINGS
Segment Earnings:
Industrial Products		$	74,521			$	88,796			$	77,418			$	71,751			$	312,486			$	78,838			$	87,925			$	74,690			$	58,287			$	299,740
Engineered Systems			51,657				77,828				84,223				78,019				291,727				62,996				80,045				82,032				53,480				278,553
Fluid Management			73,842				73,283				79,184				78,267				304,576				85,139				97,878				102,232				100,068				385,317
Electronic Technologies			36,949				45,354				50,801				47,233				180,337				36,234				51,029				53,826				52,552				193,641
Total Segments			236,969				285,261				291,626				275,270				1,089,126				263,207				316,877				312,780				264,387				1,157,251
Corporate expense / other			(22,392	)			(23,107	)			(21,093	)			(20,578	)			(87,170	)			(29,969	)			(24,975	)			(30,785	)			(29,467	)			(115,196	)
Net interest expense			(21,901	)			(22,684	)			(22,468	)			(22,536	)			(89,589	)			(23,431	)			(27,388	)			(25,924	)			(19,293	)			(96,036	)
Earnings from continuing operations before provision for income taxes			192,676				239,470				248,065				232,156				912,367				209,807				264,514				256,071				215,627				946,019
Provision for income taxes			54,856				64,799				65,938				57,024				242,617				61,876				77,604				65,736				46,045				251,261
Earnings from continuing operations			137,820				174,671				182,127				175,132				669,750				147,931				186,910				190,335				169,582				694,758
Earnings (loss) from discontinued operations, net			(8,889	)			(2,476	)			(7,537	)			10,232				(8,670	)			(753	)			(51,634	)			(2,685	)			(48,855	)			(103,927	)
Net earnings		$	128,931			$	172,195			$	174,590			$	185,364			$	661,080			$	147,178			$	135,276			$	187,650			$	120,727			$	590,831
SEGMENT OPERATING MARGIN
Industrial Products			12.4	%			14.4	%			13.1	%			12.0	%			13.0	%			12.8	%			13.5	%			11.9	%			10.3	%			12.2	%
Engineered Systems			11.1	%			15.3	%			15.6	%			14.5	%			14.2	%			12.6	%			14.9	%			15.6	%			11.9	%			13.9	%
Fluid Management			20.6	%			20.2	%			21.1	%			20.3	%			20.6	%			21.2	%			21.9	%			22.6	%			24.1	%			22.5	%
Electronic Technologies			11.5	%			13.3	%			14.0	%			12.9	%			13.0	%			10.3	%			13.4	%			14.9	%			17.4	%			13.9	%
Total Segment			13.6	%			15.6	%			15.6	%			14.6	%			14.9	%			14.1	%			15.8	%			15.9	%			15.3	%			15.3	%

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

		2007																				2008
		Q1				Q2				Q3				Q4				FY 2007				Q1				Q2				Q3				Q4				FY 2008
BOOKINGS
Industrial Products
Material Handling		$	304,050			$	286,875			$	272,405			$	278,625			$	1,141,955			$	296,278			$	313,199			$	292,436			$	207,115			$	1,109,028
Mobile Equipment			374,845				353,122				298,016				338,357				1,364,340				360,324				318,059				295,240				204,257				1,177,880
Eliminations			(438	)			(445	)			(324	)			(349	)			(1,556	)			(296	)			(385	)			(193	)			(260	)			(1,134	)
			678,457				639,552				570,097				616,633				2,504,739				656,306				630,873				587,483				411,112				2,285,774
Engineered Systems
Product Identification			215,596				219,111				231,166				253,343				919,216				239,547				250,538				233,196				197,431				920,712
Engineered Products			299,270				317,006				272,229				228,133				1,116,638				284,257				279,673				260,227				219,716				1,043,873
			514,866				536,117				503,395				481,476				2,035,854				523,804				530,211				493,423				417,147				1,964,585
Fluid Management
Energy			200,010				187,502				194,733				202,820				785,065				233,662				252,535				268,390				209,930				964,517
Fluid Solutions			171,944				180,964				177,021				186,715				716,644				197,289				217,466				195,253				161,351				771,359
Eliminations			(15	)			(16	)			(12	)			(67	)			(110	)			(24	)			(32	)			(31	)			(91	)			(178	)
			371,939				368,450				371,742				389,468				1,501,599				430,927				469,969				463,612				371,190				1,735,698
Electronic Technologies			311,840				354,858				381,804				330,049				1,378,551				360,337				384,790				363,535				233,720				1,342,382
Intra-segment eliminations			(3,019	)			(4,330	)			(4,453	)			(2,837	)			(14,639	)			(2,992	)			(3,490	)			(1,755	)			(1,182	)			(9,419	)
Total consolidated bookings		$	1,874,083			$	1,894,647			$	1,822,585			$	1,814,789			$	7,406,104			$	1,968,382			$	2,012,353			$	1,906,298			$	1,431,987			$	7,319,020
BACKLOG
Industrial Products
Material Handling		$	252,474			$	240,977			$	237,468			$	213,653							$	228,082			$	235,284			$	240,009			$	188,591
Mobile Equipment			501,591				541,683				529,423				543,776								575,070				549,430				498,908				387,329
Eliminations			(207	)			(236	)			(275	)			(195	)							(171	)			(186	)			(161	)			(220	)
			753,858				782,424				766,616				757,234								802,981				784,528				738,756				575,700
Engineered Systems
Product Identification			66,875				62,216				68,682				68,938								79,956				82,196				76,247				61,195
Engineered Products			281,120				321,530				282,728				227,523								244,981				235,513				205,127				183,821
			347,995				383,746				351,410				296,461								324,937				317,709				281,374				245,016
Fluid Management
Energy			88,392				89,044				87,105				88,245								106,540				119,033				133,713				95,532
Fluid Solutions			65,683				72,028				73,007				73,713								85,130				91,870				82,998				64,471
Eliminations			(8	)			—				—				(14	)							(6	)			—				(3	)			(12	)
			154,067				161,072				160,112				161,944								191,664				210,903				216,708				159,991
Electronic Technologies			229,010				243,996				266,474				232,704								246,711				251,403				248,725				175,317
Intra-segment eliminations			(1,193	)			(2,110	)			(3,224	)			(1,913	)							(2,038	)			(1,424	)			(540	)			(61	)
Total consolidated backlog		$	1,483,737			$	1,569,128			$	1,541,388			$	1,446,430							$	1,564,255			$	1,563,119			$	1,485,023			$	1,155,963
ACQUISITION RELATED DEPRECIATION AND AMORTIZATION EXPENSE *
Industrial Products		$	6,741			$	6,697			$	7,213			$	7,179			$	27,830			$	9,215			$	8,070			$	7,805			$	7,193			$	32,283
Engineered Systems			11,607				5,459				5,755				6,441				29,262				6,109				6,116				6,103				6,066				24,394
Fluid Management			3,800				3,812				3,796				4,161				15,569				3,914				5,607				5,422				4,607				19,550
Electronic Technologies			8,756				10,319				9,957				9,264				38,296				8,902				9,416				9,304				8,859				36,481
		$	30,904			$	26,287			$	26,721			$	27,045			$	110,957			$	28,140			$	29,209			$	28,634			$	26,725			$	112,708

QUARTERLY EARNINGS PER SHARE

		2007																				2008
		Q1				Q2				Q3				Q4				FY 2007				Q1				Q2				Q3				Q4				FY 2008
Basic earnings (loss) per common share:
Continuing operations		$	0.67			$	0.85			$	0.91			$	0.89			$	3.33			$	0.77			$	0.99			$	1.02			$	0.91			$	3.69
Discontinued operations			(0.04	)			(0.01	)			(0.04	)			0.05				(0.04	)			(0.00	)			(0.27	)			(0.01	)			(0.26	)			(0.55	)
Net earnings			0.63				0.84				0.87				0.95				3.28				0.76				0.72				1.01				0.65				3.13
Diluted earnings (loss) per common share:
Continuing operations		$	0.67			$	0.85			$	0.90			$	0.89			$	3.30			$	0.77			$	0.98			$	1.01			$	0.91			$	3.67
Discontinued operations			(0.04	)			(0.01	)			(0.04	)			0.04				(0.04	)			(0.00	)			(0.27	)			(0.01	)			(0.26	)			(0.55	)
Net earnings			0.63				0.84				0.86				0.94				3.26				0.76				0.71				1.00				0.65				3.12

DOVER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET AND STATEMENT OF CASH FLOWS
(unaudited) (in thousands)

BALANCE SHEET

		At December 31, 2008				At December 31, 2007
Assets:
Cash and cash equivalents		$	547,409			$	606,105
Short-term investments			279,460				—
Receivables, net of allowances			1,013,174				1,104,090
Inventories, net			636,121				673,944
Deferred tax and other current assets			138,022				161,855
Property, plant and equipment, net			872,134				892,237
Goodwill			3,255,566				3,259,729
Intangible assets, net			952,409				1,051,650
Other assets			103,903				167,403
Assets of discontinued operations			69,106				152,757
		$	7,867,304			$	8,069,770
Liabilities and Stockholders’ Equity
Notes payable and current maturities of long-term debt		$	224,944			$	638,649
Payables and accrued expenses			993,565				1,013,097
Taxes payable and other deferrals			916,077				964,313
Long-term debt			1,860,729				1,452,003
Liabilities of discontinued operations			79,123				55,535
Stockholders’ equity			3,792,866				3,946,173
		$	7,867,304			$	8,069,770

CASH FLOWS

		Twelve Months Ended December 31,
		2008				2007
Operating activities:
Net earnings		$	590,831			$	661,080
Loss from discontinued operations, net of tax			103,927				8,670
Depreciation and amortization			261,154				243,776
Stock-based compensation			25,246				26,292
Contributions to defined benefit plans			(55,361	)			(22,537	)
Net change in assets and liabilities			84,619				10,412
Net cash provided by operating activities of continuing operations			1,010,416				927,693
Investing activities:
Purchase of short-term investments			(279,460	)			—
Proceeds from the sale of property and equipment			13,248				24,195
Additions to property, plant and equipment			(175,795	)			(173,653	)
Proceeds from sale of businesses			92,774				90,966
Acquisitions (net of cash and cash equivalents acquired)			(103,761	)			(273,610	)
Net cash used in investing activities of continuing operations			(452,994	)			(332,102	)
Financing activities:
Increase (decrease) in debt, net			(4,995	)			317,609
Purchase of treasury stock			(466,736	)			(596,009	)
Proceeds from exercise of stock options, including tax benefits			79,898				87,117
Dividends to stockholders			(169,071	)			(154,390	)
Net cash used in financing activities of continuing operations			(560,904	)			(345,673	)
Effect of exchange rate changes on cash			(45,817	)			34,175
Net cash used in discontinued operations			(9,397	)			(50,709	)
Net increase (decrease) in cash and cash equivalents			(58,696	)			233,384
Cash and cash equivalents at beginning of period			606,105				372,721
Cash and cash equivalents at end of period		$	547,409			$	606,105