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): October 23, 2009

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 October 23, 2009, Dover Corporation (i) issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended September 30, 2009; and (ii) posted on its website at http://www.dovercorporation.com the investor supplement attached hereto as Exhibit 99.2 for the quarter ended September 30, 2009 and the presentation slides attached hereto as Exhibit 99.3 for the quarter ended September 30, 2009.

The information in this Current Report on Form 8-K, including exhibits, is being furnished to the Securities and Exchange Commission (the “SEC”) and shall not be deemed to be incorporated by reference into any of Dover’s filings with the SEC under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(a)		Financial statements of businesses acquired.
		Not applicable.
(b)		Pro forma financial information.
		Not applicable.
(c)		Shell company transactions.
		Not applicable.
(d)		Exhibits.
		The following exhibits are furnished as part of this report:

	99.1		Press Release of Dover Corporation, dated October 23, 2009.
	99.2		Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com.
	99.3		Presentation Slides Posted on Dover Corporation’s Website at http://dovercorporation.com.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Number				Exhibit
	99.1			Press Release of Dover Corporation, dated October 23, 2009
	99.2			Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com
	99.3			Presentation Slides Posted on Dover Corporation’s Website at http://dovercorporation.com

Exhibit 99.1

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

DOVER CORPORATION REPORTS THIRD QUARTER 2009 RESULTS

	•		Reports revenue of $1.5 billion, up 8% sequentially
	•		Delivers diluted earnings per share from continuing operations of $0.58
	•		Generates free cash flow of $222 million for the quarter, 14.8% of revenue
	•		Expects full year EPS to be around the midpoint of previously provided range of $1.75 — $2.00

New York, New York, October 23, 2009 — Dover Corporation (NYSE: DOV) announced today that for the third quarter ended September 30, 2009, earnings from continuing operations were $107.5 million or $0.58 diluted earnings per share (“EPS”), compared to $190.3 million or $1.01 EPS from continuing operations in the prior-year period, representing decreases of 44% and 43%, respectively. Revenue for the third quarter of 2009 was $1.5 billion, a decrease of 24% over the prior-year period. The revenue decrease was driven by a decline in core business revenue of 24%, a negative impact of foreign exchange of 2% and a 2% increase from net acquisitions.

Earnings from continuing operations for the nine months ended September 30, 2009 were $269.5 million or $1.45 EPS, compared to $525.2 million or $2.76 EPS in the prior-year period, representing decreases of 49% and 47%, respectively. Revenue for the nine month period ended September 30, 2009 was $4.3 billion, a decrease of 27% over the prior year period, and reflected a decline in core business revenue of 26%, a negative impact of foreign exchange of 3% and a 2% increase from net acquisitions.

Commenting on the third quarter results, Dover’s President and Chief Executive Officer, Robert A. Livingston, said, “The signs of stability we observed during the second quarter carried through to the third quarter across the majority of our businesses. I am pleased that we were able to leverage an 8% sequential improvement in revenue into a 38% sequential improvement in segment earnings. Operating margins expanded sequentially at all segments and came in at 14.3%, reflecting our year-long restructuring efforts. Quarterly free cash flow was $222 million, representing 14.8% of revenue for the quarter, and we are well on track to deliver another year in which our free cash flow exceeds 10% of revenue. Further, order trends continue to be stable, with some businesses, particularly our refrigeration business in Engineered Systems, beginning to see the effects of a normal seasonal slowdown.

“Consistent with our comments last quarter, we continue to anticipate full year revenue to be 24% - 26% lower than last year. Based on this expectation, we estimate full year earnings per share will be around the midpoint of our previously provided range of $1.75 — $2.00. Thanks in

large part to the continued disciplined focus of our business leaders, we remain well-positioned to finish the year with solid double-digit margins and strong cash flow. We are confident the steps we’ve taken to strengthen our businesses will provide us with a foundation to leverage the eventual market recovery when it occurs.”

Net earnings for the third quarter of 2009 were $106.9 million or $0.57 EPS, including a loss from discontinued operations of $.6 million, compared to net earnings of $187.7 million or $1.00 EPS for the same period of 2008, which included a loss from discontinued operations of $2.7 million or $0.01 EPS. Net earnings for the nine months ended September 30, 2009 were $257.4 million or $1.38 EPS, including a loss from discontinued operations of $12.1 million or $0.06 EPS, compared to net earnings of $470.1 million or $2.47 EPS for the same period of 2008, which included a loss from discontinued operations of $55.1 million or $0.29 EPS.

Dover will host a webcast of its third quarter 2009 conference call at 9:00 A.M. Eastern Time on Friday, October 23, 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. Additional information on Dover’s third quarter 2009 results and its operating companies can also be found on the Company website.

Dover Corporation is a global portfolio of manufacturing companies providing innovative components and equipment, specialty systems and support services for a variety of applications in the industrial products, engineered systems, fluid management and electronic technologies markets. For more information, please visit www.dovercorporation.com.

This press release contains “forward-looking” statements within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, industries in which Dover companies operate and the U.S. and global economies. Statements in this press release that are not historical may be indicated by words or phrases such as “anticipates,” “expects,” “believes,” “indicates,” “suggests,” “will,” “plans,” “supports,” “projects,” “should,” “would,” “could,” “hope,” “forecast” and “management is of the opinion,” use of future tense and similar words or phrases. Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from current expectations, including, but not limited to, current economic conditions and uncertainties in the credit and capital markets; the Company’s ability to achieve expected savings from integration, synergy and other cost-control initiatives; the ability to identify and successfully consummate value-adding acquisition opportunities; increased competition and pricing pressures in the markets served by Dover’s operating companies; the ability of Dover’s companies to expand into new geographic markets and to anticipate and meet customer demands for new products and product enhancements; increases in the cost of raw materials; changes in customer demand; political events that could impact the worldwide economy; the 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 — THIRD QUARTER 2009

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

		Three Months Ended September 30								Nine Months Ended September 30
		2009				2008				2009				2008
Revenue		$	1,499,611			$	1,965,776			$	4,269,028			$	5,842,240
Cost of goods and services			941,345				1,261,433				2,735,308				3,718,732
Gross profit			558,266				704,343				1,533,720				2,123,508
Selling and administrative expenses			378,125				434,992				1,110,476				1,325,299
Operating earnings			180,141				269,351				423,244				798,209
Interest expense, net			26,299				25,924				73,537				76,743
Other income, net			(903	)			(12,644	)			(1,124	)			(8,926	)
Total interest expense/other income, net			25,396				13,280				72,413				67,817
Earnings before provision for income taxes and discontinued operations			154,745				256,071				350,831				730,392
Provision for income taxes			47,261				65,736				81,378				205,216
Earnings from continuing operations			107,484				190,335				269,453				525,176
Loss from discontinued operations, net			(600	)			(2,685	)			(12,063	)			(55,072	)
Net earnings		$	106,884			$	187,650			$	257,390			$	470,104
Basic earnings (loss) per common share:
Earnings from continuing operations		$	0.58			$	1.02			$	1.45			$	2.77
Loss from discontinued operations, net			—				(0.01	)			(0.06	)			(0.29	)
Net earnings			0.57				1.01				1.38				2.48
Weighted average shares outstanding			186,148				186,488				186,077				189,326
Diluted earnings (loss) per common share:
Earnings from continuing operations		$	0.58			$	1.01			$	1.45			$	2.76
Loss from discontinued operations, net			—				(0.01	)			(0.06	)			(0.29	)
Net earnings			0.57				1.00				1.38				2.47
Weighted average shares outstanding			186,358				187,706				186,321				190,531
Dividends paid per common share		$	0.26			$	0.25			$	0.76			$	0.65

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
		2009				2008				2009				2008
Weighted average shares outstanding — Basic			186,148				186,488				186,077				189,326
Dilutive effect of Stock Options SARs and Performance Shares			210				1,218				244				1,205
Weighted average shares outstanding — Diluted			186,358				187,706				186,321				190,531
Anti-dilutive equity securities excluded from diluted EPS computation			12,404				3,735				9,721				3,735

DOVER CORPORATION — INVESTOR SUPPLEMENT
THIRD QUATER 2009

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

		2008																				2009
																																		Q3
		Q1				Q2				Q3				Q4				FY 2008				Q1				Q2				Q3				YTD
REVENUE
Industrial Products
Material Handling		$	287,208			$	306,988			$	286,568			$	256,105			$	1,136,869			$	186,651			$	153,574			$	154,238			$	494,463
Mobile Equipment			329,723				342,228				343,261				308,210				1,323,422				248,292				229,521				242,011				719,824
Eliminations			(157	)			(210	)			(218	)			(201	)			(786	)			(152	)			(147	)			(209	)			(508	)
			616,774				649,006				629,611				564,114				2,459,505				434,791				382,948				396,040				1,213,779
Engineered Systems
Product Identification			231,526				249,250				234,868				208,825				924,469				177,358				193,019				211,952				582,329
Engineered Products			267,696				289,479				289,778				238,928				1,085,881				223,426				274,398				308,741				806,565
			499,222				538,729				524,646				447,753				2,010,350				400,784				467,417				520,693				1,388,894
Fluid Management
Energy			213,003				236,461				249,656				236,294				935,414				176,334				138,415				144,664				459,413
Fluid Solutions			188,328				210,207				202,054				178,223				778,812				154,489				156,897				164,604				475,990
Eliminations			(32	)			(38	)			(28	)			(82	)			(180	)			(51	)			(42	)			(21	)			(114	)
			401,299				446,630				451,682				414,435				1,714,046				330,772				295,270				309,247				935,289
Electronic Technologies			351,757				379,958				362,446				301,970				1,396,131				214,035				245,953				275,266				735,254
Intra-segment eliminations			(3,566	)			(3,345	)			(2,609	)			(1,624	)			(11,144	)			(1,296	)			(1,257	)			(1,635	)			(4,188	)
Total consolidated revenue		$	1,865,486			$	2,010,978			$	1,965,776			$	1,726,648			$	7,568,888			$	1,379,086			$	1,390,331			$	1,499,611			$	4,269,028
NET EARNINGS
Segment Earnings:
Industrial Products		$	78,838			$	87,925			$	74,690			$	58,287			$	299,740			$	34,544			$	25,421			$	38,119			$	98,084
Engineered Systems			62,996				80,045				82,032				53,480				278,553				43,305				57,462				78,194				178,961
Fluid Management			85,139				97,878				102,232				100,068				385,317				75,442				55,573				60,677				191,692
Electronic Technologies			36,234				51,029				53,826				52,552				193,641				(12,110	)			17,993				38,160				44,043
Total Segments			263,207				316,877				312,780				264,387				1,157,251				141,181				156,449				215,150				512,780
Corporate expense / other			(29,969	)			(24,975	)			(30,785	)			(29,466	)			(115,195	)			(24,692	)			(29,614	)			(34,106	)			(88,412	)
Net interest expense			(23,431	)			(27,388	)			(25,924	)			(19,294	)			(96,037	)			(22,398	)			(24,840	)			(26,299	)			(73,537	)
Earnings from continuing operations before provision for income taxes			209,807				264,514				256,071				215,627				946,019				94,091				101,995				154,745				350,831
Provision for income taxes			61,876				77,604				65,736				46,045				251,261				32,996				1,121				47,261				81,378
Earnings from continuing operations			147,931				186,910				190,335				169,582				694,758				61,095				100,874				107,484				269,453
Earnings (loss) from discontinued operations, net			(753	)			(51,634	)			(2,685	)			(48,855	)			(103,927	)			(7,669	)			(3,794	)			(600	)			(12,063	)
Net earnings		$	147,178			$	135,276			$	187,650			$	120,727			$	590,831			$	53,426			$	97,080			$	106,884			$	257,390
SEGMENT OPERATING MARGIN
Industrial Products			12.8	%			13.5	%			11.9	%			10.3	%			12.2	%			7.9	%			6.6	%			9.6	%			8.1	%
Engineered Systems			12.6	%			14.9	%			15.6	%			11.9	%			13.9	%			10.8	%			12.3	%			15.0	%			12.9	%
Fluid Management			21.2	%			21.9	%			22.6	%			24.1	%			22.5	%			22.8	%			18.8	%			19.6	%			20.5	%
Electronic Technologies			10.3	%			13.4	%			14.9	%			17.4	%			13.9	%			-5.7	%			7.3	%			13.9	%			6.0	%
Total Segment			14.1	%			15.8	%			15.9	%			15.3	%			15.3	%			10.2	%			11.3	%			14.3	%			12.0	%

		2008																				2009
																																		Q3
		Q1				Q2				Q3				Q4				FY 2008				Q1				Q2				Q3				YTD
BOOKINGS
Industrial Products
Material Handling		$	296,278			$	313,199			$	292,436			$	207,115			$	1,109,028			$	118,343			$	126,224			$	162,759			$	407,326
Mobile Equipment			360,324				318,059				295,240				204,257				1,177,880				210,558				245,937				191,539				648,034
Eliminations			(296	)			(385	)			(193	)			(260	)			(1,134	)			(22	)			(202	)			(337	)			(561	)
			656,306				630,873				587,483				411,112				2,285,774				328,879				371,959				353,961				1,054,799
Engineered Systems
Product Identification			239,547				250,538				233,196				197,431				920,712				175,679				205,736				212,642				594,057
Engineered Products			284,257				279,673				260,227				219,716				1,043,873				236,353				259,868				258,634				754,855
			523,804				530,211				493,423				417,147				1,964,585				412,032				465,604				471,276				1,348,912
Fluid Management
Energy			233,662				252,535				268,390				209,930				964,517				142,721				132,855				157,763				433,339
Fluid Solutions			197,289				217,466				195,253				161,351				771,359				150,375				159,483				165,601				475,459
Eliminations			(24	)			(32	)			(31	)			(91	)			(178	)			(42	)			(39	)			(41	)			(122	)
			430,927				469,969				463,612				371,190				1,735,698				293,054				292,299				323,323				908,676
Electronic Technologies			360,337				384,790				363,535				233,720				1,342,382				223,707				243,274				283,035				750,016
Intra-segment eliminations			(2,992	)			(3,490	)			(1,755	)			(1,182	)			(9,419	)			(1,288	)			(1,436	)			(1,790	)			(4,515	)
Total consolidated bookings		$	1,968,382			$	2,012,353			$	1,906,298			$	1,431,987			$	7,319,020			$	1,256,383			$	1,371,700			$	1,429,805			$	4,057,888

DOVER CORPORATION — INVESTOR SUPPLEMENT
THIRD QUATER 2009

		2008																2009
		Q1				Q2				Q3				Q4				Q1				Q2				Q3
BACKLOG
Industrial Products
Material Handling		$	228,082			$	235,284			$	240,009			$	188,591			$	120,066			$	93,247			$	102,146
Mobile Equipment			575,070				549,430				498,908				387,329				349,358				368,315				318,496
Eliminations			(171	)			(186	)			(161	)			(220	)			(48	)			(143	)			(170	)
			802,981				784,528				738,756				575,700				469,376				461,419				420,472
Engineered Systems
Product Identification			79,956				82,196				76,247				61,195				57,801				66,288				72,523
Engineered Products			244,981				235,513				205,127				183,821				196,394				245,165				199,888
			324,937				317,709				281,374				245,016				254,195				311,453				272,411
Fluid Management
Energy			106,540				119,033				133,713				95,532				58,771				54,734				66,043
Fluid Solutions			85,130				91,870				82,998				64,471				60,781				63,788				65,081
Eliminations			(6	)							(3	)			(12	)			(5	)			(1	)			(21	)
			191,664				210,903				216,708				159,991				119,547				118,521				131,103
Electronic Technologies			246,711				251,403				248,725				175,317				186,850				185,512				194,414
Intra-segment eliminations			(2,038	)			(1,424	)			(540	)			(61	)			(42	)			(242	)			(426	)
Total consolidated backlog		$	1,564,255			$	1,563,119			$	1,485,023			$	1,155,963			$	1,029,926			$	1,076,663			$	1,017,974

ACQUISITION RELATED DEPRECIATION AND AMORTIZATION EXPENSE *

		2008																				2009
																																		Q3
		Q1				Q2				Q3				Q4				FY 2008				Q1				Q2				Q3				YTD
Industrial Products		$	9,215			$	8,070			$	7,805			$	7,193			$	32,283			$	8,387			$	7,709			$	7,770			$	23,866
Engineered Systems			6,109				6,116				6,103				6,066				24,394				6,070				6,437				6,580				19,087
Fluid Management			3,914				5,607				5,422				4,607				19,550				4,828				4,592				4,432				13,852
Electronic Technologies			8,902				9,416				9,304				8,859				36,481				8,286				8,217				8,268				24,771
		$	28,140			$	29,209			$	28,634			$	26,725			$	112,708			$	27,571			$	26,955			$	27,050			$	81,576

FREE CASH FLOW

		2008																				2009
																																		Q3
		Q1				Q2				Q3				Q4				FY 2008				Q1				Q2				Q3				YTD
Operations		$	153,904			$	232,074			$	354,085			$	270,353			$	1,010,416			$	114,866			$	192,436			$	246,811			$	554,113
CAPEX			(42,535	)			(42,580	)			(48,204	)			(42,476	)			(175,795	)			(31,475	)			(26,976	)			(24,799	)			(83,250	)
Free Cash Flow		$	111,369			$	189,494			$	305,881			$	227,877			$	834,621			$	83,391			$	165,460			$	222,012			$	470,863
Free Cash Flow to Earnings From Continuing Operations			75.3	%			101.4	%			160.7	%			134.4	%			120.1	%			136.5	%			164.0	%			206.6	%			174.7	%

DOVER CORPORATION — INVESTOR
SUPPLEMENT THIRD QUARTER 2009

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

		2008																				2009
		Q1				Q2				Q3				Q4				FY 2008				Q1				Q2				Q3				Q3 YTD
Basic earnings (loss) per common share:
Continuing operations		$	0.77			$	0.99			$	1.02			$	0.91			$	3.69			$	0.33			$	0.54			$	0.58			$	1.45
Discontinued operations			(0.00	)			(0.27	)			(0.01	)			(0.26	)			(0.55	)			(0.04	)			(0.02	)			(0.00	)			(0.06	)
Net earnings			0.76				0.72				1.01				0.65				3.13				0.29				0.52				0.57				1.38
Diluted earnings (loss) per common share:
Continuing operations		$	0.77			$	0.98			$	1.01			$	0.91			$	3.67			$	0.33			$	0.54			$	0.58			$	1.45
Discontinued operations			(0.00	)			(0.27	)			(0.01	)			(0.26	)			(0.55	)			(0.04	)			(0.02	)			(0.00	)			(0.06	)
Net earnings			0.76				0.71				1.00				0.65				3.12				0.29				0.52				0.57				1.38