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.)

3005 Highland Parkway, Suite 200
Downers Grove, Illinois 60515
(Address of Principal Executive Offices)

(630) 541-1540
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02 Results of Operations and Financial Condition.

On October 22, 2010, Dover Corporation (i) issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended September 30, 2010; and (ii) posted on its website at http://www.dovercorporation.com the investor supplement attached hereto as Exhibit 99.2 for the quarter ended September 30, 2010 and the presentation slides attached hereto as Exhibit 99.3 for the quarter ended September 30, 2010.

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

Item 9.01 Financial Statements and Exhibits.

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

	99.1		Press Release of Dover Corporation, October 22, 2010.
	99.2		Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com.
	99.3		Presentation Slides Posted on Dover Corporation’s Website at http://dovercorporation.com.

SIGNATURES

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

EXHIBIT INDEX

Number		Exhibit
99.1		Press Release of Dover Corporation, dated October 22, 2010
99.2		Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com
99.3		Presentation Slides Posted on Dover Corporation’s Website at http://dovercorporation.com

Exhibit 99.1

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

DOVER CORPORATION REPORTS THIRD QUARTER 2010 RESULTS

	•		Grows revenue to $1.9 billion, an increase of 26% over the prior year
	•		Delivers diluted earnings per share from continuing operations of $1.18, up 103% over last year
	•		Achieves adjusted diluted earnings per share from continuing operations of $0.98, excluding tax benefits of $0.20, up 69% over last year
	•		Raises guidance for full year diluted earnings per share from continuing operations to $3.50 — $3.55

Downers Grove, Illinois, October 22, 2010 — Dover Corporation (NYSE: DOV) announced today that for the third quarter ended September 30, 2010, revenue was $1.9 billion, an increase of 26% over the prior-year period. The revenue increase was driven by organic growth of 25%, a 3% increase from acquisitions, and a 2% unfavorable impact from foreign exchange. Earnings from continuing operations for the third quarter of 2010 were $222.8 million or $1.18 diluted earnings per share (“EPS”), compared to $107.5 million or $0.58 diluted EPS from continuing operations in the prior year period, representing increases of 107% and 103%, respectively. Excluding the impact of tax benefits recognized in the quarter of $0.20, adjusted diluted EPS from continuing operations was $0.98, an increase of 69% over the prior year. The tax benefits of $0.20 diluted EPS were related to the favorable resolution of domestic and international tax positions and the recognition of a lower full-year tax rate.

Revenue for the nine months ended September 30, 2010 was $5.3 billion, an increase of 23% over the prior year period, reflecting organic growth of 19%, a 4% increase from acquisitions, and an insignificant impact from foreign exchange. Earnings from continuing operations for the nine months ended September 30, 2010 were $516.1 million or $2.73 diluted EPS, compared to $269.5 million or $1.45 diluted EPS in the prior-year period, representing increases of 92% and 88%, respectively. Excluding the impact of tax benefits recognized in the third quarter of 2010 of $0.20 diluted EPS and the impact of tax benefits of $0.15 diluted EPS recognized in the second quarter of 2009, adjusted diluted EPS from continuing operations for the nine months ended September 30, 2010 was $2.53, an increase of 95% over the prior year period.

Commenting on the third quarter results, Dover’s President and Chief Executive Officer, Robert A. Livingston, said, “I am pleased with our solid third quarter performance. Revenue growth of 26% was ahead of our expectations entering the quarter and was broad-based, with Electronic Technologies, Fluid Management, Refrigeration Equipment and Material Handling showing the highest year-over-year growth. I was also encouraged by our 17.1% segment operating margin.

Electronic Technologies, Fluid Management and Industrial Products all posted significant year-over-year improvements in margin. Third quarter free cash flow was $157.3 million, representing 8% of revenue, and we expect to have strong free cash flow generation in the fourth quarter. Lastly, from a bookings perspective, order rates increased 27% over last year’s third quarter, and despite the normal seasonality inherent in our business, we exited the quarter with a solid book-to-bill of 0.96.

“Looking forward, we now estimate full year revenue growth will be 20% — 21%, comprised of organic revenue growth of 16.5% — 17.5%, and growth from acquisitions of 3.5%. Given our strong third quarter performance, we now anticipate full-year earnings per share will be in the range of $3.50 - $3.55, inclusive of the $0.20 third quarter tax benefit. ”

Net earnings for the third quarter of 2010 were $223.8 million or $1.19 diluted EPS, including a gain from discontinued operations of $1.0 million or $0.01 EPS, compared to net earnings of $106.9 million or $0.57 diluted EPS for the same period of 2009, which included a loss from discontinued operations of $0.6 million. Net earnings for the nine months ended September 30, 2010 were $501.8 million or $2.66 diluted EPS, including a loss from discontinued operations of $14.4 million or $0.08 EPS, compared to net earnings of $257.4 million or $1.38 diluted EPS for the same period of 2009, which included a loss from discontinued operations of $12.1 million or $0.06 EPS.

Dover will host a webcast of its third quarter 2010 conference call at 9:00 A.M. Eastern Time on Friday, October 22, 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 third quarter 2010 results and its operating companies can also be found on the Company’s 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, global sourcing 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 2010

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

		Three Months Ended September 30,								Nine Months Ended September 30,
		2010				2009				2010				2009
Revenue		$	1,887,141			$	1,499,611			$	5,257,107			$	4,269,028
Cost of goods and services			1,175,456				941,345				3,244,567				2,735,308
Gross profit			711,685				558,266				2,012,540				1,533,720
Selling and administrative expenses			414,022				378,125				1,247,000				1,110,476
Operating earnings			297,663				180,141				765,540				423,244
Interest expense, net			26,335				26,299				80,446				73,537
Other expense (income), net			9,837				(903	)			3,888				(1,124	)
Earnings before provision for income taxes and discontinued operations			261,491				154,745				681,206				350,831
Provision for income taxes			38,732				47,261				165,069				81,378
Earnings from continuing operations			222,759				107,484				516,137				269,453
Gain (loss) from discontinued operations, net			1,000				(600	)			(14,381	)			(12,063	)
Net earnings		$	223,759			$	106,884			$	501,756			$	257,390
Basic earnings (loss) per common share:
Earnings from continuing operations		$	1.19			$	0.58			$	2.76			$	1.45
Gain (loss) from discontinued operations, net			0.01				—				(0.08	)			(0.06	)
Net earnings			1.20				0.57				2.68				1.38
Weighted average shares outstanding			186,721				186,148				186,917				186,077
Diluted earnings (loss) per common share:
Earnings from continuing operations		$	1.18			$	0.58			$	2.73			$	1.45
Gain (loss) from discontinued operations, net			0.01				—				(0.08	)			(0.06	)
Net earnings			1.19				0.57				2.66				1.38
Weighted average shares outstanding			188,565				186,358				188,898				186,321
Dividends paid per common share		$	0.28			$	0.26			$	0.80			$	0.76

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,
		2010				2009				2010				2009
Weighted average shares outstanding — Basic			186,721				186,148				186,917				186,077
Dilutive effect of assumed exercise of employee stock options, SAR’s and performance shares			1,844				210				1,981				244
Weighted average shares outstanding — Diluted			188,565				186,358				188,898				186,321
Anti-dilutive options, SAR’s, and performance shares excluded from diluted EPS computation			3,709				12,404				1,432				9,721

DOVER CORPORATION — INVESTOR SUPPLEMENT
THIRD QUARTER 2010

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

		2009																								2010
																																						Q3
		Q1				Q2				Q3				Q3 YTD				Q4				FY 2009				Q1				Q2				Q3				YTD
REVENUE
Industrial Products
Material Handling		$	186,651			$	153,574			$	154,238			$	494,463			$	165,890			$	660,353			$	189,052			$	214,295				220,997			$	624,344
Mobile Equipment			248,292				229,521				242,011				719,824				242,353				962,177				240,139				248,523				250,664				739,326
Eliminations			(152	)			(147	)			(209	)			(508	)			(230	)			(738	)			(393	)			(432	)			(453	)			(1,278	)
			434,791				382,948				396,040				1,213,779				408,013				1,621,792				428,798				462,386				471,208				1,362,392
Engineered Systems
Product Identification			177,358				193,019				211,952				582,329				219,947				802,276				212,500				219,551				221,677				653,728
Engineered Products			223,426				274,398				308,741				806,565				253,095				1,059,660				271,773				357,570				398,685				1,028,028
			400,784				467,417				520,693				1,388,894				473,042				1,861,936				484,273				577,121				620,362				1,681,756
Fluid Management
Energy			176,334				138,415				144,664				459,413				164,798				624,211				205,327				216,020				220,001				641,348
Fluid Solutions			154,489				156,897				164,604				475,990				170,859				646,849				175,505				187,759				196,554				559,818
Eliminations			(51	)			(42	)			(21	)			(114	)			(36	)			(150	)			(32	)			(105	)			(127	)			(264	)
			330,772				295,270				309,247				935,289				335,621				1,270,910				380,800				403,674				416,428				1,200,902
Electronic Technologies			214,035				245,953				275,266				735,254				291,700				1,026,954				290,989				345,607				381,386				1,017,982
Intra-segment eliminations			(1,296	)			(1,257	)			(1,635	)			(4,188	)			(1,715	)			(5,903	)			(1,590	)			(2,092	)			(2,243	)			(5,925	)
Total consolidated revenue		$	1,379,086			$	1,390,331			$	1,499,611			$	4,269,028			$	1,506,661			$	5,775,689			$	1,583,270			$	1,786,696			$	1,887,141			$	5,257,107
NET EARNINGS
Segment Earnings:
Industrial Products		$	34,544			$	25,421			$	38,119			$	98,084			$	41,673			$	139,757			$	51,039			$	61,635			$	59,473			$	172,147
Engineered Systems			43,305				57,462				78,194				178,961				48,307				227,268				54,843				84,655				91,442				230,940
Fluid Management			75,442				55,573				60,677				191,692				67,577				259,269				86,767				96,168				101,847				284,782
Electronic Technologies			(12,110	)			17,993				38,160				44,043				39,651				83,694				44,905				59,582				69,617				174,104
Total Segments			141,181				156,449				215,150				512,780				197,208				709,988				237,554				302,040				322,379				861,973
Corporate expense / other			(24,692	)			(29,614	)			(34,106	)			(88,412	)			(29,583	)			(117,995	)			(33,325	)			(32,443	)			(34,553	)			(100,321	)
Net interest expense			(22,398	)			(24,840	)			(26,299	)			(73,537	)			(26,838	)			(100,375	)			(27,169	)			(26,942	)			(26,335	)			(80,446	)
Earnings from continuing operations before provision for income taxes			94,091				101,995				154,745				350,831				140,787				491,618				177,060				242,655				261,491				681,206
Provision for income taxes			32,996				1,121				47,261				81,378				38,346				119,724				55,575				70,762				38,732				165,069
Earnings from continuing operations			61,095				100,874				107,484				269,453				102,441				371,894				121,485				171,893				222,759				516,137
Earnings (loss) from discontinued operations, net			(7,669	)			(3,794	)			(600	)			(12,063	)			(3,393	)			(15,456	)			(13,358	)			(2,023	)			1,000				(14,381	)
Net earnings		$	53,426			$	97,080			$	106,884			$	257,390			$	99,048			$	356,438			$	108,127			$	169,870			$	223,759			$	501,756
SEGMENT OPERATING MARGIN
Industrial Products			7.9	%			6.6	%			9.6	%			8.1	%			10.2	%			8.6	%			11.9	%			13.3	%			12.6	%			12.6	%
Engineered Systems			10.8	%			12.3	%			15.0	%			12.9	%			10.2	%			12.2	%			11.3	%			14.7	%			14.7	%			13.7	%
Fluid Management			22.8	%			18.8	%			19.6	%			20.5	%			20.1	%			20.4	%			22.8	%			23.8	%			24.5	%			23.7	%
Electronic Technologies			-5.7	%			7.3	%			13.9	%			6.0	%			13.6	%			8.1	%			15.4	%			17.2	%			18.3	%			17.1	%
Total Segment			10.2	%			11.3	%			14.3	%			12.0	%			13.1	%			12.3	%			15.0	%			16.9	%			17.1	%			16.4	%

DOVER CORPORATION — INVESTOR SUPPLEMENT
THIRD QUARTER 2010

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

		2009																								2010
														Q3																								Q3
		Q1				Q2				Q3				YTD				Q4				FY 2009				Q1				Q2				Q3				YTD
BOOKINGS
Industrial Products
Material Handling		$	118,343			$	126,224			$	162,759			$	407,326			$	180,350			$	587,676			$	204,098			$	223,787			$	222,961			$	650,846
Mobile Equipment			210,558				245,937				191,539				648,034				253,130				901,164				231,128				288,887				233,731				753,746
Eliminations			(22	)			(202	)			(337	)			(561	)			(425	)			(986	)			(407	)			(303	)			(444	)			(1,154	)
			328,879				371,959				353,961				1,054,799				433,055				1,487,854				434,819				512,371				456,248				1,403,438
Engineered Systems
Product Identification			175,679				205,736				212,642				594,057				223,302				817,359				220,410				223,203				218,213				661,826
Engineered Products			236,353				259,868				258,634				754,855				263,212				1,018,067				368,134				379,048				329,119				1,076,301
			412,032				465,604				471,276				1,348,912				486,514				1,835,426				588,544				602,251				547,332				1,738,127
Fluid Management
Energy			142,721				132,855				157,763				433,339				176,706				610,045				208,669				226,301				213,247				648,217
Fluid Solutions			150,375				159,483				165,601				475,459				169,639				645,098				179,037				192,035				195,865				566,937
Eliminations			(42	)			(39	)			(41	)			(122	)			(18	)			(140	)			(85	)			(51	)			(144	)			(280	)
			293,054				292,299				323,323				908,676				346,327				1,255,003				387,621				418,285				408,968				1,214,874
Electronic Technologies			223,707				243,274				283,035				750,016				305,266				1,055,282				358,477				394,441				402,332				1,155,250
Intra-segment eliminations			(1,290	)			(1,435	)			(1,790	)			(4,515	)			(1,601	)			(6,116	)			(1,616	)			(2,244	)			(2,278	)			(6,138	)
Total consolidated bookings		$	1,256,382			$	1,371,701			$	1,429,805			$	4,057,888			$	1,569,561			$	5,627,449			$	1,767,845			$	1,925,104			$	1,812,602			$	5,505,551
BACKLOG
Industrial Products
Material Handling		$	120,066			$	93,247			$	102,146							$	116,658							$	131,521			$	140,452			$	142,959
Mobile Equipment			349,358				368,315				318,496								329,774								319,801				359,727				344,160
Eliminations			(48	)			(143	)			(170	)							(371	)							(386	)			(257	)			(248	)
			469,376				461,419				420,472								446,061								450,936				499,922				486,871
Engineered Systems
Product Identification			57,801				66,288				72,523								74,700								78,976				80,550				80,986
Engineered Products			196,394				245,165				199,888								218,520								314,465				334,971				267,545
			254,195				311,453				272,411								293,220								393,441				415,521				348,531
Fluid Management
Energy			58,771				54,734				66,043								77,173								76,844				84,800				84,659
Fluid Solutions			60,781				63,788				65,081								60,540								63,535				65,639				69,130
Eliminations			(5	)			(1	)			(21	)							(2	)							(55	)			(1	)			(17	)
			119,547				118,521				131,103								137,711								140,324				150,438				153,772
Electronic Technologies			186,850				185,512				194,414								206,893								271,340				318,450				357,800
Intra-segment eliminations			(42	)			(242	)			(426	)							(337	)							(362	)			(570	)			(490	)
Total consolidated backlog		$	1,029,926			$	1,076,663			$	1,017,974							$	1,083,548							$	1,255,679			$	1,383,761			$	1,346,484
ACQUISITION RELATED DEPRECIATION AND AMORTIZATION EXPENSE *
Industrial Products		$	8,387			$	7,709			$	7,770			$	23,866			$	8,182			$	32,048			$	7,575			$	7,620			$	7,774			$	22,969
Engineered Systems			6,070				6,437				6,580				19,087				7,579				26,666				7,915				7,057				6,838				21,810
Fluid Management			4,828				4,592				4,432				13,852				4,537				18,389				5,429				5,591				5,222				16,242
Electronic Technologies			8,286				8,217				8,268				24,771				8,432				33,203				8,370				8,540				8,480				25,390
		$	27,571			$	26,955			$	27,050			$	81,576			$	28,730			$	110,306			$	29,289			$	28,808			$	28,314			$	86,411

DOVER CORPORATION — INVESTOR SUPPLEMENT
THIRD QUARTER 2010

DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)

		2009																								2010
		Q1				Q2				Q3				Q3 YTD				Q4				FY 2009				Q1				Q2				Q3				Q3 YTD
Basic earnings (loss)  per common share:
Continuing operations		$	0.33			$	0.54			$	0.58			$	1.45			$	0.55			$	2.00			$	0.65			$	0.92			$	1.19			$	2.76
Discontinued operations			(0.04	)			(0.02	)			—				(0.06	)			(0.02	)			(0.08	)			(0.07	)			(0.01	)			0.01				(0.08	)
Net earnings			0.29				0.52				0.57				1.38				0.53				1.91				0.58				0.91				1.20				2.68
Diluted earnings (loss) per common share:
Continuing operations		$	0.33			$	0.54			$	0.58			$	1.45			$	0.55			$	1.99			$	0.65			$	0.91			$	1.18			$	2.73
Discontinued operations			(0.04	)			(0.02	)			—				(0.06	)			(0.02	)			(0.08	)			(0.07	)			(0.01	)			0.01				(0.08	)
Net earnings			0.29				0.52				0.57				1.38				0.53				1.91				0.58				0.90				1.19				2.66

NOTE:

Diluted earnings per share in the third quarter of 2010 and the second quarter of 2009 were favorably impacted by discrete tax events. The third quarter of 2010 was additionally impacted by the favorable resolution of a tax position in a foreign jurisdiction. As a result, the Company’s effective tax rates in the third quarter of 2010 and second quarter 2009 were 14.8% and 1.1%, respectively, which were lower than the Company’s previously estimated tax rates of 29% for each of the respective periods. These lower effective tax rates contributed incremental diluted earnings per share of $0.20 in the third quarter of 2010 and $0.15 in the second quarter of 2009.

DOVER CORPORATION — INVESTOR SUPPLEMENT
THIRD QUARTER 2010

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

		2009																				2010
																																		Q3
		Q1				Q2				Q3				Q4				FY 2009				Q1				Q2				Q3				YTD
Cash From Operations		$	114,866			$	192,436			$	246,811			$	247,947			$	802,060			$	87,066			$	231,199			$	200,847			$	519,112
CAPEX			(31,475	)			(26,976	)			(24,799	)			(36,759	)			(120,009	)			(39,336	)			(46,945	)			(43,556	)			(129,837	)
Free Cash Flow		$	83,391			$	165,460			$	222,012			$	211,188			$	682,051			$	47,730			$	184,254			$	157,291			$	389,275
Free Cash Flow to Earnings From Continuing Operations			136.5	%			164.0	%			206.6	%			206.2	%			183.4	%			39.3	%			107.2	%			70.6	%			75.4	%