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): January 29, 2010

DOVER CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware		1-4018		53-0257888
(State or other Jurisdiction		(Commission File Number)		(I.R.S. Employer
of Incorporation)				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 29, 2010, 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, 2009; and (ii) posted on its website at http://www.dovercorporation.com the investor supplement attached hereto as Exhibit 99.2 and the 4Q 2009 Webcast Presentation Slides attached hereto as Exhibit 99.3, each for the quarter and full year ended December 31, 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 exhibit is furnished as part of this report:

	99.1		Press Release of Dover Corporation, dated January 29, 2010.
	99.2		Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com.
	99.3		4Q 2009 Webcast 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 January 29, 2010
99.2		Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com
99.3		4Q 2009 Webcast 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 REPORTS FOURTH QUARTER AND FULL YEAR 2009 RESULTS

	•		Reports quarterly revenue of $1.5 billion
	•		Delivers quarterly diluted earnings per share from continuing operations of $0.55
	•		Generates free cash flow of $211 million for the quarter, 14% of revenue
	•		Expects 2010 full year diluted earnings per share from continuing operations to be in range of $2.35 — $2.65

New York, New York, January 29, 2010 — Dover Corporation (NYSE: DOV) announced today that for the fourth quarter ended December 31, 2009, it had earnings from continuing operations of $102.4 million or $0.55 diluted earnings per share (“EPS”), compared to $169.6 million or $0.91 EPS from continuing operations in the prior-year period, each representing a 40% decrease. Revenue from continuing operations for the fourth quarter of 2009 was $1.5 billion, a decrease of 12.7% over the prior year period. Dover’s 19.3% decline in organic revenue was partially offset by net growth from acquisitions of 4.4% and a favorable foreign exchange impact of 2.2%.

Earnings from continuing operations for the twelve months ended December 31, 2009 were $371.9 million or $1.99 EPS, compared to $694.8 million or $3.67 EPS in the prior year period, representing a 46% decrease. Revenue from continuing operations for the twelve months ended December 31, 2009 was $5.8 billion, down 23.7% over the prior year period representing decreases in organic revenue of 23.9% and foreign exchange of 1.7%, partially offset by a favorable impact of 1.9% in net growth from acquisitions.

Commenting on the fourth quarter results, Dover’s President and Chief Executive Officer, Robert A. Livingston, said, “While year-over-year comparisons remain difficult due to the global recession in 2009, I’m pleased with the way Dover performed in the fourth quarter and during the year. We had a solid fourth quarter performance as a result of continued modest recovery in several of our key end-markets, including those served by Electronic Technologies, Energy and Product Identification. Operating margins were 13.1%, and free cash flow generation was strong at $211 million for the quarter. We also closed four add-on acquisitions in the fourth quarter which will enhance our positions in energy, product identification, refrigeration and food service equipment.

“As we began 2009, we had two primary goals: we wanted to maintain double-digit operating margin and generate free cash flow in excess of 10% of revenue. We exceeded both goals. Full year operating margin was 12.3% and free cash flow was 11.8% of revenue. We also continued to position Dover for long-term growth through our pursuit of several key initiatives, most notably our global supply chain program, as well as through strategic add-on acquisitions.

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“Looking forward, we expect full year 2010 revenue growth of 7% — 9%, representing organic revenue growth of 4% — 6%, plus growth of 3% from acquisitions completed in 2009. Based on this revenue assumption, we expect full-year EPS to be in the range of $2.35 — $2.65. We are well-positioned in our markets, confident in our strategies and fully expect to leverage any improvements in our end-markets.”

Net earnings for the fourth quarter of 2009 were $99.0 million or $0.53 EPS, including a loss from discontinued operations of $3.4 million or $0.02 EPS, compared to net earnings of $120.7 million or $0.65 EPS for the same period of 2008, which included a loss from discontinued operations of $48.9 million or $0.26 EPS. Net earnings for the twelve months ended December 31, 2009 were $356.4 million or $1.91 EPS, which included a loss from discontinued operations of $15.5 million or $0.08 EPS, compared to net earnings of $590.8 million or $3.12 EPS for the same period of 2008, including a loss from discontinued operations of $103.9 million or $0.55 EPS. The fourth quarter and full year losses from discontinued operations largely reflect a loss provision for a business expected to be sold in 2010.

Dover will host a webcast of its fourth quarter 2009 conference call at 9:00 A.M. Eastern Time on Friday, January 29, 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 fourth quarter 2009 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 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

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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

FOURTH QUARTER AND FULL YEAR 2009

Acquisitions

During the fourth quarter of 2009, the Company completed four add-on acquisitions. Inpro/Seal was acquired in the Fluid Management segment and Engineered Systems companies acquired Ala Cart, Inc., Barker Company and Extech Instruments. During 2009, Dover made a total of six add-on acquisitions. Consideration for these acquisitions amounted to $228.4 million, net of cash acquired. The full year diluted earnings per share impact of these 2009 acquisitions was $0.02. There was no impact on dilutive earnings per share for the fourth quarter.

Dispositions

For the year ended December 31, 2009, the Company recorded adjustments to the carrying value of discontinued operations resulting in a net after-tax loss of approximately $12.0 million. At year end 2009, one business remains held for sale in discontinued operations.

Growth Factors

		2009
Revenue Growth		Q1				Q2				Q3				Q4				FY 2009
Organic			-22.6	%			-28.7	%			-24.4	%			-19.3	%			-23.9	%
Net acquisitions (A)			0.0	%			1.0	%			2.7	%			4.4	%			1.9	%
Currency translation			-3.5	%			-3.2	%			-2.0	%			2.2	%			-1.7	%
			-26.1	%			-30.9	%			-23.7	%			-12.7	%			-23.7	%

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								Twelve Months Ended December 31
Free Cash Flow (in thousands)		2009				2008				2009				2008
Cash flow provided by operating activities		$	247,947			$	270,353			$	802,060			$	1,010,416
Less: Capital expenditures			36,759				42,476				120,009				175,795
Free cash flow		$	211,188			$	227,877			$	682,051			$	834,621
Free cash flow as a percentage of revenue			14.0	%			13.2	%			11.8	%			11.0	%
Free cash flow as a percentage of earnings from continuing operations											183.4	%			120.1	%

The full year decrease in free cash flow reflects lower earnings from continuing operations before depreciation and amortization and lower tax payments in 2009. 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 $183.3 million, or 14.4% to $1,092.6 million which reflected a decrease in receivables of $134.4 million, a decrease in inventory of $65.3 million and a decrease in accounts payable of $16.4 million. Excluding acquisitions, dispositions and the effects of foreign exchange translation, Adjusted Working Capital would have decreased by $246.6 million, or 19.3%. “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) increased to 19.9% at December 31, 2009 from 18.3% at December 31, 2008. Inventory turns were 6.2 at December 31, 2009 compared to 7.1 at December 31, 2008.

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)		2009				2008
Current maturities of long-term debt		$	35,624			$	32,194
Commercial paper and other short-term debt			—				192,750
Long-term debt			1,825,260				1,860,729
Total debt			1,860,884				2,085,673
Less: Cash, cash equivalents and short-term investments			938,174				826,869
Net debt			922,710				1,258,804
Add: Stockholders’ equity			4,083,608				3,792,866
Total capitalization		$	5,006,318			$	5,051,670
Net debt to total capitalization			18.4	%			24.9	%

Net debt at December 31, 2009 decreased $336.1 million primarily due to lower commercial paper borrowings. The decrease in net debt reflects strong free cash flow and cash from operations which funded the Company’s investment in capital expenditures and acquisitions.

The effective tax rate for continuing operations for the fourth quarter of 2009 was 27.2%, compared to the prior year rate of 21.4%. The prior year fourth quarter rate was favorably impacted by the benefits recognized for tax positions that were effectively settled. On a full year basis, the effective tax rates for continuing operations for 2009 and 2008 were 24.4% and 26.6%, respectively. The full year 2009 rate reflects the favorable impact of benefits recognized for tax positions that were effectively settled, and the favorable impact of a higher percentage of non-U.S. earnings in low tax rate jurisdictions.

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

		Three Months Ended December 31								Twelve Months Ended December 31
		2009				2008				2009				2008
Revenue		$	1,506,661			$	1,726,648			$	5,775,689			$	7,568,888
Cost of goods and services			941,227				1,120,148				3,676,535				4,838,881
Gross profit			565,434				606,500				2,099,154				2,730,007
Selling and administrative expenses			400,635				375,378				1,511,111				1,700,677
Operating earnings			164,799				231,122				588,043				1,029,330
Interest expense, net			26,838				19,293				100,375				96,037
Other expense (income), net			(2,825	)			(3,798	)			(3,950	)			(12,726	)
Total interest/other expense, net			24,013				15,495				96,425				83,311
Earnings before provision for income taxes and discontinued operations			140,786				215,627				491,618				946,019
Provision for income taxes			38,346				46,045				119,724				251,261
Earnings from continuing operations			102,440				169,582				371,894				694,758
Loss from discontinued operations, net			(3,394	)			(48,855	)			(15,456	)			(103,927	)
Net earnings		$	99,046			$	120,727			$	356,438			$	590,831
Basic earnings (loss) per common share:
Earnings from continuing operations		$	0.55			$	0.91			$	2.00			$	3.69
Loss from discontinued operations, net			(0.02	)			(0.26	)			(0.08	)			(0.55	)
Net earnings			0.53				0.65				1.91				3.13
Weighted average shares outstanding			186,310				185,965				186,136				188,481
Diluted earnings (loss) per common share:
Earnings from continuing operations		$	0.55			$	0.91			$	1.99			$	3.67
Loss from discontinued operations, net			(0.02	)			(0.26	)			(0.08	)			(0.55	)
Net earnings			0.53				0.65				1.91				3.12
Weighted average shares outstanding			187,212				186,207				186,736				189,269
Dividends paid per common share		$	0.26			$	0.25			$	1.02			$	0.90

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

		2008																				2009
		Q1				Q2				Q3				Q4				FY 2008				Q1				Q2				Q3				Q4				FY 2009
REVENUE
Industrial Products
Material Handling		$	287,208			$	306,988			$	286,568			$	256,105			$	1,136,869			$	186,651			$	153,574			$	154,238			$	165,890			$	660,353
Mobile Equipment			329,723				342,228				343,261				308,210				1,323,422				248,293				229,521				242,011				242,352				962,177
Eliminations			(157	)			(210	)			(218	)			(201	)			(786	)			(152	)			(147	)			(209	)			(230	)			(738	)
			616,774				649,006				629,611				564,114				2,459,505				434,792				382,948				396,040				408,012				1,621,792
Engineered Systems
Product Identification			231,526				249,250				234,868				208,825				924,469				177,357				193,019				211,952				219,948				802,276
Engineered Products			267,696				289,479				289,778				238,928				1,085,881				223,426				274,398				308,741				253,095				1,059,660
			499,222				538,729				524,646				447,753				2,010,350				400,783				467,417				520,693				473,043				1,861,936
Fluid Management
Energy			213,003				236,461				249,656				236,294				935,414				176,334				138,415				144,664				164,798				624,211
Fluid Solutions			188,328				210,207				202,054				178,223				778,812				154,488				156,897				164,604				170,860				646,849
Eliminations			(32	)			(38	)			(28	)			(82	)			(180	)			(51	)			(42	)			(21	)			(36	)			(150	)
			401,299				446,630				451,682				414,435				1,714,046				330,771				295,270				309,247				335,622				1,270,910
Electronic Technologies			351,757				379,958				362,446				301,970				1,396,131				214,035				245,953				275,266				291,700				1,026,954
Intra-segment eliminations			(3,566	)			(3,345	)			(2,609	)			(1,624	)			(11,144	)			(1,295	)			(1,257	)			(1,635	)			(1,716	)			(5,903	)
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			$	1,506,661			$	5,775,689
NET EARNINGS
Segment Earnings:
Industrial Products		$	78,838			$	87,925			$	74,690			$	58,287			$	299,740			$	34,544			$	25,421			$	38,119			$	41,673			$	139,757
Engineered Systems			62,996				80,045				82,032				53,480				278,553				43,306				57,462				78,194				48,306				227,268
Fluid Management			85,139				97,878				102,232				100,068				385,317				75,441				55,573				60,677				67,578				259,269
Electronic Technologies			36,234				51,029				53,826				52,552				193,641				(12,110	)			17,993				38,160				39,651				83,694
Total Segments			263,207				316,877				312,780				264,387				1,157,251				141,181				156,449				215,150				197,208				709,988
Corporate expense / other			(29,969	)			(24,975	)			(30,785	)			(29,467	)			(115,196	)			(24,691	)			(29,614	)			(34,106	)			(29,584	)			(117,995	)
Net interest expense			(23,431	)			(27,388	)			(25,924	)			(19,293	)			(96,036	)			(22,398	)			(24,840	)			(26,299	)			(26,838	)			(100,375	)
Earnings from continuing operations before provision for income taxes			209,807				264,514				256,071				215,627				946,019				94,092				101,995				154,745				140,786				491,618
Provision for income taxes			61,876				77,604				65,736				46,045				251,261				32,996				1,121				47,261				38,346				119,724
Earnings from continuing operations			147,931				186,910				190,335				169,582				694,758				61,096				100,874				107,484				102,440				371,894
Earnings (loss) from discontinued operations, net			(753	)			(51,634	)			(2,685	)			(48,855	)			(103,927	)			(7,668	)			(3,794	)			(600	)			(3,394	)			(15,456	)
Net earnings		$	147,178			$	135,276			$	187,650			$	120,727			$	590,831			$	53,428			$	97,080			$	106,884			$	99,046			$	356,438
SEGMENT OPERATING MARGIN
Industrial Products			12.8	%			13.5	%			11.9	%			10.3	%			12.2	%			7.9	%			6.6	%			9.6	%			10.2	%			8.6	%
Engineered Systems			12.6	%			14.9	%			15.6	%			11.9	%			13.9	%			10.8	%			12.3	%			15.0	%			10.2	%			12.2	%
Fluid Management			21.2	%			21.9	%			22.6	%			24.1	%			22.5	%			22.8	%			18.8	%			19.6	%			20.1	%			20.4	%
Electronic Technologies			10.3	%			13.4	%			14.9	%			17.4	%			13.9	%			-5.7	%			7.3	%			13.9	%			13.6	%			8.1	%
Total Segment			14.1	%			15.8	%			15.9	%			15.3	%			15.3	%			10.2	%			11.3	%			14.3	%			13.1	%			12.3	%

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

		2008																				2009
		Q1				Q2				Q3				Q4				FY 2008				Q1				Q2				Q3				Q4				FY 2009
BOOKINGS
Industrial Products
Material Handling		$	296,278			$	313,199			$	292,436			$	207,115			$	1,109,028			$	118,344			$	126,224			$	162,759			$	180,349			$	587,676
Mobile Equipment			360,324				318,059				295,240				204,257				1,177,880				210,558				245,937				191,539				253,130				901,164
Eliminations			(296	)			(385	)			(193	)			(260	)			(1,134	)			(23	)			(202	)			(337	)			(424	)			(986	)
			656,306				630,873				587,483				411,112				2,285,774				328,879				371,959				353,961				433,055				1,487,854
Engineered Systems
Product Identification			239,547				250,538				233,196				197,431				920,712				175,680				205,736				212,642				223,301				817,359
Engineered Products			284,257				279,673				260,227				219,716				1,043,873				236,354				259,868				258,634				263,211				1,018,067
			523,804				530,211				493,423				417,147				1,964,585				412,034				465,604				471,276				486,512				1,835,426
Fluid Management
Energy			233,662				252,535				268,390				209,930				964,517				142,721				132,855				157,763				176,706				610,045
Fluid Solutions			197,289				217,466				195,253				161,351				771,359				150,375				159,483				165,601				169,639				645,098
Eliminations			(24	)			(32	)			(31	)			(91	)			(178	)			(43	)			(39	)			(41	)			(17	)			(140	)
			430,927				469,969				463,612				371,190				1,735,698				293,053				292,299				323,323				346,328				1,255,003
Electronic Technologies			360,337				384,790				363,535				233,720				1,342,382				223,707				243,274				283,035				305,266				1,055,282
Intra-segment eliminations			(2,992	)			(3,490	)			(1,755	)			(1,182	)			(9,419	)			(1,290	)			(1,436	)			(1,790	)			(1,600	)			(6,116	)
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			$	1,569,561			$	5,627,449
BACKLOG
Industrial Products
Material Handling		$	228,082			$	235,284			$	240,009			$	188,591							$	120,066			$	93,247			$	102,146			$	116,658
Mobile Equipment			575,070				549,430				498,908				387,329								349,358				368,315				318,496				329,774
Eliminations			(171	)			(186	)			(161	)			(220	)							(48	)			(143	)			(170	)			(371	)
			802,981				784,528				738,756				575,700								469,376				461,419				420,472				446,061
Engineered Systems
Product Identification			79,956				82,196				76,247				61,195								57,801				66,288				72,523				74,700
Engineered Products			244,981				235,513				205,127				183,821								196,394				245,165				199,888				218,520
			324,937				317,709				281,374				245,016								254,195				311,453				272,411				293,220
Fluid Management
Energy			106,540				119,033				133,713				95,532								58,771				54,734				66,043				77,173
Fluid Solutions			85,130				91,870				82,998				64,471								60,781				63,788				65,081				60,540
Eliminations			(6	)			—				(3	)			(12	)							(5	)			(1	)			(21	)			(2	)
			191,664				210,903				216,708				159,991								119,547				118,521				131,103				137,711
Electronic Technologies			246,711				251,403				248,725				175,317								186,850				185,512				194,414				206,893
Intra-segment eliminations			(2,038	)			(1,424	)			(540	)			(61	)							(42	)			(242	)			(426	)			(337	)
Total consolidated backlog		$	1,564,255			$	1,563,119			$	1,485,023			$	1,155,963							$	1,029,926			$	1,076,663			$	1,017,974			$	1,083,548
ACQUISITION RELATED DEPRECIATION AND AMORTIZATION EXPENSE *
Industrial Products		$	9,215			$	8,070			$	7,805			$	7,193			$	32,283			$	8,387			$	7,709			$	7,770			$	8,182			$	32,048
Engineered Systems			6,109				6,116				6,103				6,066				24,394				6,070				6,437				6,580				7,579				26,666
Fluid Management			3,914				5,607				5,422				4,607				19,550				4,828				4,592				4,432				4,537				18,389
Electronic Technologies			8,902				9,416				9,304				8,859				36,481				8,286				8,217				8,268				8,432				33,203
		$	28,140			$	29,209			$	28,634			$	26,725			$	112,708			$	27,571			$	26,955			$	27,050			$	28,730			$	110,306

DOVER CORPORATION
QUARTERLY INFORMATION
(unaudited) (in thousands, except per share amounts)

Free Cash Flow

		2008																				2009
		Q1				Q2				Q3				Q4				FY 2008				Q1				Q2				Q3				Q4				FY 2009
Cash From Operations		$	153,904			$	232,074			$	354,085			$	270,353			$	1,010,416			$	114,866			$	192,436			$	246,811			$	247,947			$	802,060
CAPEX			(42,535	)			(42,580	)			(48,204	)			(42,476	)			(175,795	)			(31,475	)			(26,976	)			(24,799	)			(36,759	)			(120,009	)
Free Cash Flow		$	111,369			$	189,494			$	305,881			$	227,877			$	834,621			$	83,391			$	165,460			$	222,012			$	211,188			$	682,051
Free Cash Flow to Earnings From Continuing Operations			75.3	%			101.4	%			160.7	%			134.4	%			120.1	%			136.5	%			164.0	%			206.6	%			206.2	%			183.4	%

QUARTERLY EARNINGS PER SHARE

		2008																				2009
		Q1				Q2				Q3				Q4				FY 2008				Q1				Q2				Q3				Q4				FY 2009
Basic earnings (loss) per common share:
Continuing operations		$	0.77			$	0.99			$	1.02			$	0.91			$	3.69			$	0.33			$	0.54			$	0.58			$	0.55			$	2.00
Discontinued operations			(0.00	)			(0.27	)			(0.01	)			(0.26	)			(0.55	)			(0.04	)			(0.02	)			(0.00	)			(0.02	)		$	(0.08	)
Net earnings			0.76				0.72				1.01				0.65				3.13				0.29				0.52				0.57				0.53			$	1.91
Diluted earnings (loss) per common share:
Continuing operations		$	0.77			$	0.98			$	1.01			$	0.91			$	3.67			$	0.33			$	0.54			$	0.58			$	0.55			$	1.99
Discontinued operations			(0.00	)			(0.27	)			(0.01	)			(0.26	)			(0.55	)			(0.04	)			(0.02	)			(0.00	)			(0.02	)		$	(0.08	)
Net earnings			0.76				0.71				1.00				0.65				3.12				0.29				0.52				0.57				0.53			$	1.91

DOVER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(unaudited) (in thousands)

BALANCE SHEET

		At December 31, 2009				At December 31, 2008
Assets:
Cash and cash equivalents		$	714,365			$	547,409
Short-term investments			223,809				279,460
Receivables, net of allowances			878,754				1,013,174
Inventories, net			570,858				636,121
Deferred tax and other current assets			134,921				153,955
Property, plant and equipment, net			828,922				872,134
Goodwill			3,350,217				3,255,566
Intangible assets, net			950,748				952,409
Other assets			113,108				103,904
Assets of discontinued operations			41,874				69,106
		$	7,807,576			$	7,883,238
Liabilities and Stockholders’ Equity
Notes payable and current maturities of long-term debt		$	35,624			$	224,944
Payables and accrued expenses			894,558				993,565
Taxes payable and other deferrals			904,475				932,011
Long-term debt			1,825,260				1,860,729
Liabilities of discontinued operations			64,051				79,123
Stockholders’ equity			4,083,608				3,792,866
		$	7,807,576			$	7,883,238

DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)

CASH FLOWS

		Twelve Months Ended December 31,
		2009				2008
Operating activities:
Net earnings		$	356,438			$	590,831
Loss from discontinued operations, net of tax			15,457				103,927
Depreciation and amortization			258,223				261,154
Stock-based compensation			17,912				25,246
Contributions to employee benefit plans			(78,954	)			(55,361	)
Net change in assets and liabilities			232,984				84,619
Net cash provided by operating activities of continuing operations			802,060				1,010,416
Investing activities:
Purchase of short-term investments			(348,439	)			(279,460	)
Proceeds from sale of short-term investments			406,033				—
Proceeds from the sale of property and equipment			22,973				13,248
Additions to property, plant and equipment			(120,009	)			(175,795	)
Proceeds from sale of businesses			3,571				92,774
Acquisitions (net of cash and cash equivalents acquired)			(221,994	)			(103,761	)
Net cash used in investing activities of continuing operations			(257,865	)			(452,994	)
Financing activities:
Decrease in debt, net			(226,657	)			(4,993	)
Purchase of treasury stock			—				(466,737	)
Proceeds from exercise of stock options, including tax benefits			26,578				79,897
Dividends to stockholders			(189,874	)			(169,071	)
Net cash used in financing activities of continuing operations			(389,953	)			(560,904	)
Effect of exchange rate changes on cash			19,569				(45,817	)
Net cash used in discontinued operations			(6,855	)			(9,397	)
Net increase (decrease) in cash and cash equivalents			166,956				(58,696	)
Cash and cash equivalents at beginning of period			547,409				606,105
Cash and cash equivalents at end of period		$	714,365			$	547,409