8-K

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): April 23, 2008

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 April 23, 2008, Dover Corporation (i) issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended March 31, 2008; and (ii) posted on its website at http://www.dovercorporation.com the investor supplement attached hereto as Exhibit 99.2 for the quarter ended March 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 exhibits are furnished as part of this report: 99.1     Press Release of Dover Corporation, dated April 23, 2008. 99.2     Investor Supplement 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.

Date: April 23, 2008	DOVER CORPORATION (Registrant)
	By:	/s/ Joseph W. Schmidt
		Joseph W. Schmidt
		Vice President, General Counsel & Secretary

EXHIBIT INDEX

Number		Exhibit
	99.1	Press Release of Dover Corporation, dated April 23, 2008
	99.2	Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com

EX-99.1

Exhibit 99.1

CONTACT: Paul Goldberg	READ IT ON THE WEB www.dovercorporation.com
Treasurer & Director of Investor Relations (212) 922-1640	April 23, 2008

DOVER CORPORATION REPORTS FIRST QUARTER 2008 RESULTS

     New York, New York, April 23, 2008 — Dover Corporation (NYSE: DOV) announced today that for the first quarter ended March 31, 2008, it had earnings from continuing operations of $146.3 million or $0.76 diluted earnings per share (“EPS”), compared to $134.5 million or $0.65 EPS from continuing operations in the prior-year period, representing increases of 9% and 16%, respectively. Revenue for the first quarter of 2008 was $1.86 billion, an increase of 8% over the prior-year period. This revenue growth was driven by organic growth of 3%, acquisition growth of 2%, and 3% from the effects of foreign currency.

     Commenting on the first quarter results, Dover’s President and Chief Executive Officer, Ronald L. Hoffman, stated: “We are pleased to report our strong first quarter results. Revenue was up at all four segments and we showed substantial positive leverage across our core industrial businesses. Market trends continued to be positive, as bookings were up 6% over the prior year period and backlog was up 8%. Additionally, our continued focus on cash generation delivered free cash flow for the first quarter of $104 million or 6% of revenue, a strong improvement over the first quarter of 2007.

     “Looking forward, we remain optimistic about the global markets we serve. We have spent about $100 million year-to-date on three strategic add-ons to our Winch group, newly formed Pump Solutions Group and Energy Products Group, and will continue to exercise a disciplined approach to acquisitions. We repurchased $150 million of Dover stock during the first quarter and remain committed to a balanced capital allocation strategy. We expect that the combination of organic growth, acquisitions and share repurchases, coupled with our focus on internal improvements, will continue to bolster our results. Based on these positive trends, we are increasing our full year guidance from 10%+ to 12%+ EPS growth.”

     Net earnings for the first quarter of 2008 were $147.2 million or $0.76 EPS, including income from discontinued operations of $0.9 million or less than $0.01 EPS, compared to net earnings of $128.9 million or $0.63 EPS for the same period of 2007, which included a loss from discontinued operations of $5.6 million or $0.03 EPS.

     Dover will host a webcast of its first quarter 2008 conference call at 8:00 A.M. Eastern Time on Wednesday, April 23, 2008. 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 first quarter 2008 results and its operating companies can also be found on the Company website.

     Dover Corporation, with over $7 billion in annual revenues, is a global portfolio of manufacturing companies providing innovative components and equipment, specialty systems and support services for a variety of applications in the industrial products, engineered systems, fluid management and electronic technologies markets. For more information, please visit www.dovercorporation.com.

     Dover Corporation makes information available to the public, orally and in writing, which may use words like “anticipates,” “expects,” “believes,” “indicates,” “suggests,” “will,” “plans” and “should,” which are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995.

     This press release contains forward-looking statements concerning future events and the performance of Dover Corporation that involve inherent risks and uncertainties that could cause actual results to differ materially from current expectations, including, but not limited to, failure to achieve expected synergies, the impact of continued events in the Middle East on the worldwide economy, economic conditions, including the sub-prime lending and credit issues, increases in the cost of raw materials, changes in customer demand, increased competition in the markets served by Dover Corporation’s operating companies, the impact of natural disasters, such as hurricanes, and their effect on global energy markets and other risks. Dover Corporation refers you to the documents that it files from time to time with the Securities and Exchange Commission, such as its reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause its actual results to differ materially from its current expectations and from the forward-looking statements contained in this press release. Dover Corporation undertakes no obligation to update any forward-looking statement.

2 EX-99.2 3 y55061exv99w2.htm EX-99.2: INVESTOR SUPPLEMENT

EXHIBIT 99.2

INVESTOR SUPPLEMENT — FIRST QUARTER 2008

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

	Three Months Ended March 31
	2008		2007
Revenue	$	1,855,062	$	1,719,348
Cost of goods and services		1,173,326		1,096,955
Gross profit		681,736		622,393
Selling and administrative expenses		448,536		413,183
Operating earnings		233,200		209,210
Interest expense, net		23,330		21,838
Other expense (income), net		2,517		(280	)
Total interest/other expense, net		25,847		21,558
Earnings before provision for income taxes and discontinued operations		207,353		187,652
Provision for income taxes		61,090		53,161
Earnings from continuing operations		146,263		134,491
Earnings (loss) from discontinued operations, net		913		(5,560	)
Net earnings	$	147,176	$	128,931
Basic earnings (loss) per common share:
Earnings from continuing operations	$	0.76	$	0.66
Loss from discontinued operations		—		(0.03	)
Net earnings		0.76		0.63
Weighted average shares outstanding		192,424		204,457
Diluted earnings (loss) per common share:
Earnings from continuing operations	$	0.76	$	0.65
Loss from discontinued operations		—		(0.03	)
Net earnings		0.76		0.63
Weighted average shares outstanding		193,257		206,182
Dividends paid per common share	$	0.200	$	0.185

The following table is a reconciliation of the share amounts used in computing earnings per share:

	Three Months Ended March 31
		2008	2007
Weighted average shares outstanding — Basic		192,424	204,457
Dilutive effect of assumed exercise of employee stock options		833	1,725
Weighted average shares outstanding — Diluted		193,257	206,182
Anti-dilutive shares excluded from diluted EPS computation		5,428	3,400

1

DOVER CORPORATION – INVESTOR SUPPLEMENT
FIRST QUARTER 2008

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

	2007															2008
	Q1			Q2			Q3			Q4			FY 2007			Q1
REVENUE
Industrial Products
Material Handling	$	243,344		$	251,679		$	233,106		$	230,983		$	959,112		$	253,895
Mobile Equipment		307,758			315,394			315,920			323,912			1,262,984			329,723
Eliminations		(219	)		(220	)		(203	)		(335	)		(977	)		(157	)
		550,883			566,853			548,823			554,560			2,221,119			583,461
Engineered Systems														—
Product Identification		206,625			224,353			227,617			253,985			912,580			231,526
Engineered Products		285,108			311,178			333,254			305,169			1,234,709			290,618
		491,733			535,531			560,871			559,154			2,147,289			522,144
Fluid Management														—
Energy		189,367			188,690			197,759			199,208			775,024			213,003
Fluid Solutions		169,669			174,579			176,756			186,109			707,113			188,328
Eliminations		(40	)		(24	)		(12	)		(53	)		(129	)		(32	)
		358,996			363,245			374,503			385,264			1,482,008			401,299
Electronic Technologies		321,173			340,717			363,002			365,211			1,390,103			351,757
Intra-segment eliminations		(3,437	)		(3,455	)		(3,370	)		(4,168	)		(14,430	)		(3,599	)
Total consolidated revenue	$	1,719,348		$	1,802,891		$	1,843,829		$	1,860,021		$	7,226,089		$	1,855,062
NET EARNINGS
Segment Earnings:
Industrial Products	$	70,148		$	85,077		$	75,893		$	65,933		$	297,051		$	75,697
Engineered Systems		50,944			77,318			79,451			74,104			281,817			63,583
Fluid Management		73,842			73,283			79,184			78,267			304,576			85,139
Electronic Technologies		36,949			45,354			50,801			47,233			180,337			36,234
Total Segments		231,883			281,032			285,329			265,537			1,063,781			260,653
Corporate expense / other		(22,393	)		(23,106	)		(21,092	)		(20,578	)		(87,169	)		(29,970	)
Net interest expense		(21,838	)		(22,449	)		(22,326	)		(22,395	)		(89,008	)		(23,330	)
Earnings from continuing operations before provision for income taxes		187,652			235,477			241,911			222,564			887,604			207,353
Provision for income taxes		53,161			63,510			63,972			53,688			234,331			61,090
Earnings from continuing operations		134,491			171,967			177,939			168,876			653,273			146,263
Earnings (loss) from discontinued operations, net		(5,560	)		227			(3,348	)		16,488			7,807			913
Net earnings	$	128,931		$	172,194		$	174,591		$	185,364		$	661,080		$	147,176
SEGMENT OPERATING MARGIN
Industrial Products		12.7	%		15.0	%		13.8	%		11.9	%		13.4	%		13.0	%
Engineered Systems		10.4	%		14.4	%		14.2	%		13.3	%		13.1	%		12.2	%
Fluid Management		20.6	%		20.2	%		21.1	%		20.3	%		20.6	%		21.2	%
Electronic Technologies		11.5	%		13.3	%		14.0	%		12.9	%		13.0	%		10.3	%
Total Segment		13.5	%		15.6	%		15.5	%		14.3	%		14.7	%		14.1	%

2

DOVER CORPORATION – INVESTOR SUPPLEMENT
FIRST QUARTER 2008

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

	2007															2008
	Q 1			Q 2			Q 3			Q 4			FY 2007			Q 1
BOOKINGS
Industrial Products
Material Handling	$	259,039		$	246,416		$	228,085		$	227,507		$	961,047		$	263,974
Mobile Equipment		374,845			353,122			298,016			338,357			1,364,340			360,324
Eliminations		(438	)		(445	)		(324	)		(349	)		(1,556	)		(296	)
		633,446			599,093			525,777			565,515			2,323,831			624,002
Engineered Systems
Product Identification		215,596			219,111			231,166			253,343			919,216			239,547
Engineered Products		322,940			344,559			294,235			247,718			1,209,452			309,998
		538,536			563,670			525,401			501,061			2,128,668			549,545
Fluid Management
Energy		200,010			187,502			194,733			202,820			785,065			233,662
Fluid Solutions		171,944			180,964			177,021			186,715			716,644			197,289
Eliminations		(15	)		(16	)		(12	)		(67	)		(110	)		(24	)
		371,939			368,450			371,742			389,468			1,501,599			430,927
Electronic Technologies		311,840			354,858			381,804			330,049			1,378,551			360,336
Intra-segment eliminations		(3,041	)		(4,308	)		(4,474	)		(2,837	)		(14,660	)		(2,992	)
Total consolidated bookings	$	1,852,720		$	1,881,763		$	1,800,250		$	1,783,256			$7,317,989		$	1,961,818
BACKLOG
Industrial Products
Material Handling	$	161,991		$	157,945		$	153,245		$	149,628					$	165,067
Mobile Equipment		501,591			541,683			529,423			543,776						575,070
Eliminations		(207	)		(236	)		(275	)		(195	)					(171	)
		663,375			699,392			682,393			693,209						739,966
Engineered Systems
Product Identification		66,875			62,216			68,682			68,938						79,956
Engineered Products		286,313			327,088			287,901			230,796						251,073
		353,188			389,304			356,583			299,734						331,029
Fluid Management
Energy		88,392			89,044			87,105			88,245						106,540
Fluid Solutions		65,683			72,028			73,007			73,713						85,130
Eliminations		(8	)		—			—			(14	)					(6	)
		154,067			161,072			160,112			161,944						191,664
Electronic Technologies		229,010			243,996			266,474			232,704						246,711
Intra-segment eliminations		(1,193	)		(2,110	)		(3,223	)		(1,913	)					(2,039	)
Total consolidated backlog	$	1,398,447		$	1,491,654		$	1,462,339		$	1,385,678					$	1,507,331
ACQUISITION RELATED DEPRECIATION AND AMORTIZATION EXPENSE *
Industrial Products	$	6,460		$	6,417		$	6,933		$	6,899		$	26,709		$	8,935
Engineered Systems		12,094			5,954			6,257			6,948			31,253			6,601
Fluid Management		3,800			3,812			3,796			4,161			15,569			3,914
Electronic Technologies		8,756			10,319			9,957			9,264			38,296			8,902
	$	31,110		$	26,502		$	26,943		$	27,272		$	111,827		$	28,352

* Represents the pre-tax impact on earnings from the depreciation and amortization of acquisition accounting write-ups to reflect the fair value of inventory, property, plant and equipment and intangible assets.

3

DOVER CORPORATION – INVESTOR SUPPLEMENT
FIRST QUARTER 2008

DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)

	2007												2008
	Q1			Q2		Q3			Q4		FY 2007		Q1
Basic earnings (loss) per common share:
Continuing operations	$	0.66		$	0.84	$	0.89		$	0.86	$	3.24	$	0.76
Discontinued operations		(0.03	)		0.00		(0.02	)		0.08		0.04		0.00
Net earnings		0.63			0.84		0.87			0.95		3.28		0.76
Diluted earnings (loss) per common share:
Continuing operations	$	0.65		$	0.83	$	0.88		$	0.86	$	3.22	$	0.76
Discontinued operations		(0.03	)		0.00		(0.02	)		0.08		0.04		0.00
Net earnings		0.63			0.84		0.86			0.94		3.26		0.76

4

EX-99.2

EX-99.2