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): January 28, 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))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1: PRESS RELEASE
EX-99.2: INVESTOR SUPPLEMENT
EX-99.3: EARNINGS WEBCAST PRESENTATION MATERIALS

Item 2.02 Results of Operations and Financial Condition.

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

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

Item 9.01 Financial Statements and Exhibits.

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

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

SIGNATURES

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

Date: January 28, 2009	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 January 28, 2009
99.2	Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com
99.3	Earnings Webcast Presentation Materials Posted on Dover Corporation’s website at http://dovercorporation.com

EX-99.1

Exhibit 99.1

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

January 28, 2009

DOVER REPORTS FOURTH QUARTER AND FULL YEAR 2008 RESULTS

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

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

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

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

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

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

2

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

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

Dover will host a webcast of its fourth quarter 2008 conference call at 8:00 A.M. Eastern Time on Wednesday, January 28, 2009. The webcast can be accessed at the Dover Corporation website at www.dovercorporation.com. The conference call will also be made available for replay on the website and additional information on Dover’s fourth quarter 2008 results and its operating companies can also be found on the Company website, including an investor supplement containing a reconciliation of free cash flow and other non-GAAP measures to the most directly comparable GAAP measures.

Dover Corporation, with over $7.5 billion in annual revenue, is a global portfolio of manufacturing companies providing innovative components and equipment, specialty systems and support services for a variety of applications in the industrial products, engineered systems, fluid management and electronic technologies markets. For more information, please visit www.dovercorporation.com.

This press release and other information that Dover Corporation makes available to the public, orally and in writing, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to future events and results, projections and plans, and may be indicated by words like “anticipates,” “expects,” “believes,” “indicates,” “suggests,” “will,” “plans,” “projected” “should,” and other similar words. All such forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ from current expectations, including, but not limited to, current economic conditions and uncertainties in the credit and capital markets; our ability to achieve expected savings from integration, synergy and other cost-control initiatives; our ability to identify and successfully consummate value-adding acquisition opportunities; increased competition and pricing pressures in the markets served by Dover’s operating companies; the ability of our companies to expand into new geographic markets and to anticipate and meet customer demands for new products and product enhancements; increases in the cost of raw materials; changes in customer demand; political events that could impact the worldwide economy; the impact of natural disasters and their effect on global energy markets; and other risks. Dover Corporation refers you to the documents that it files from time to time with the Securities and Exchange Commission, such as its reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause its actual results to differ materially from its current expectations and from the forward-looking statements contained in this press release. Dover Corporation undertakes no obligation to update any forward-looking statement.

EX-99.2

EXHIBIT 99.2

INVESTOR SUPPLEMENT

FOURTH QUARTER AND FULL YEAR 2008

Share Repurchase Program

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

Acquisitions

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

Divestitures

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

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

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

Growth Factors

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

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

Cash Flow

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

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

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

Capitalization

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

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

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

Tax Rate

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

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

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

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

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

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

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

* 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.

QUARTERLY EARNINGS PER SHARE

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

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

BALANCE SHEET

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

CASH FLOWS

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

EX-99.3

Dover Corporation Fourth Quarter 2008 Conference Call January 28, 2009 8:00am Exhibit 99.3

2 Forward Looking Statements We want to remind everyone that our comments may contain forward-looking statements that are inherently subject to uncertainties. We caution everyone to be guided in their analysis of Dover Corporation by referring to our Form 10-K for a list of factors that could cause our results to differ from those anticipated in any such forward looking statements. We would also direct your attention to our internet site, www.dovercorporation.com, where considerably more information can be found.

3 Dover's 2008 Performance Continuing Earnings Per Share 2005 2006 2007 2008 $2.12 $2.90 $3.30 $3.67 Revenue $1.7B $7.6B -8% +3% EPS (continuing) $0.91 $3.67 +3% +11% Segment Margins 15.3% 15.3% +70bps +40bps Organic Growth -5.7% 1.2% Acquisition Growth 1.2% 1.7% Free Cash Flow $228M $835M -30% +11% Full year free cash flow was strong at 11% of revenue, with Q4 results at 13% of revenue, reflecting higher earnings and lower tax payments in 2008. Q4 and full year margin improvements driven by operational excellence programs and pricing discipline. Full year revenue was up 3% reflecting strong performance in Fluid Management offsetting widespread industrial softness Improvements in working capital metrics in Q4 and for the full year Synergy capture initiatives yielded $0.04 in Q4 and $0.15 for the full year Q4 FY Q4/Q4 FY/FY

4 Revenue Q4 2008 Industrial Products Engineered Systems Fluid Management Electronic Technologies Total Dover Organic -3.5% -12.6% 8.8% -15.0% -5.7% Net Acquisitions -0.6%(A) 0.0% 2.9% 0.0% 0.4%(B) Currency -1.8% -4.1% -4.1% -2.3% -3.0% Total -5.9% -16.7% 7.6% -17.3% -8.3% (A) Acquisition growth was 2.0% for Q4 and 2.9% for the full year before dispositions (B) Acquisition growth was 1.2% for Q4 and 1.7% for the full year before dispositions FY 2008 Industrial Products Engineered Systems Fluid Management Electronic Technologies Total Dover Organic 1.5% -4.2% 12.2% -3.2% 1.2% Net Acquisitions 0.5%(A) 0.0% 3.1% 0.4% 0.8%(B) Currency 0.2% 2.2% 0.4% 3.2% 1.4% Total 2.2% -2.0% 15.7% 0.4% 3.4%

5 Industrial Products Revenue ($ in millions) Operating Earnings ($ in millions) ^ 2% ^ 6% ^ 4% ^ 19% Strength in military and refuse vehicle markets was offset by weakness in automotive and construction markets Earnings impacted by significant restructuring costs Bookings declined in each successive month during Q4 due to softness in non-military markets, especially automotive Full-year headcount reductions of 1,600 people and 14 plant closures position segment for solid margin performance

6 Engineered Systems Revenue ($ in millions) Operating Earnings ($ in millions) ^ 2% ^ 17% Broad weakness across all markets in Q4 except heat exchanger business • Earnings improvements from efficiency gains in heat exchanger and food services equipment businesses, as well as savings from Markem-Imaje integration, offset lower demand and other one-time costs • Seasonally weak demand in the 1st quarter '09, coupled with softer end markets, will be partially offset by an improving order rate at Hill PHOENIX ^ 5% ^ 31%

7 Fluid Management Revenue ($ in millions) Operating Earnings ($ in millions) ^ 16% ^ 8% ^ 27% ^ 28% Revenue increase driven by growth in oil and gas drilling and demand for power generation, slightly offset by weakness in permanent monitoring Operational improvements and product mix increased earnings and margins. General strength early in the year across most industrial markets within Fluid Solutions with softening during the second half. Restructuring efforts in 1st half '09 to offset weakness in demand

8 Electronic Technologies Revenue ($ in millions) Operating Earnings ($ in millions) FLAT ^ 17% ^ 7% ^ 11% Electronic test markets experienced meaningful demand declines as the quarter ended Earnings improvement due to ongoing restructuring programs and $7.5 million gain on the sale of Rasco (semi-conductor test handling) MEMS, hearing aid, and military & space markets continue to be stable Electronic assembly and telecom related markets to remain weak through the first quarter of '09, and will absorb significant restructuring charges

9 Geographic Revenue Mix (FY 2008) Dover Growth Rate: 3% 2008 Growth Rate 2.5% 4.4% 3.7% 3.3%

10 PERFORMANCECOUNTS Target FY 2008 Inventory Turns 8 7.1 Earnings Growth 10% 3.7% Operating Margins 15% 15.3% WC as a % of Revenue 20% 18.3% ROI (Operating) 25% 26.3% Dover exceeded 3 out of 5 metrics for 2008

11 2008 Overview Free Cash Flow Fourth Quarter 2008: $227.9 million; 13.2% of revenue Full Year 2008: $834.6 million; 11.0% of revenue Free Cash Flow to Net Earnings from Continuing Operations: 120.1% Net Debt to Capital Ratio 24.9%: down 240 bps over prior year. Reflective of strong operational free cash flow and net proceeds from dispositions, after $462 million of open market share repurchases Effective Tax Rate (ETR) Fourth Quarter 2008: 21.4%, down 320 bps Impacted by benefits recognized for effectively settled tax positions Full Year 2008: 26.6%, consistent with 2007 and full-year guidance Acquisitions Fourth Quarter 2008: One add-on for $3.9 million, net of cash acquired Full Year 2008: Four add-ons totaling $103.8 million, net of cash acquired Dispositions Fourth Quarter 2008: Closed on sale of a line of business in the Electronic Technologies segment resulting in a $7.5 million gain recorded in continuing SG&A . Adjusted the carrying value of a discontinued business and recorded other adjustments resulting in a $48.9 million loss, net of tax in discontinued operations. Full Year 2008: Finalized the sale of a previously discontinued business, adjusted the carrying value of a discontinued business and recorded other adjustments for a net after-tax loss of $103.9 million in discontinued operations. Share Repurchase Program Full Year 2008: Repurchased 10 million shares on the open market for $462 million

Integration and Synergy Programs 2007-2008 programs Markem•Imaje Norris & Alberta Oil Tool Pump Solutions Group Other opportunities identified 12 2008-2009 programs ECT, DEK, OK International back-office integration MPG & CPG combination FY 2008 Savings Incremental 2009 Savings

Integration and Synergy Programs Global Procurement Initiative Comprehensive review of supply chain sourcing & spending Data analysis & opportunity prioritization phase virtually complete Several projects will be launched in 2009 Savings opportunity in 2010 - 2011 timeframe is $75 - $100 million 13

Restructuring 2008 Industrial Products and Engineered Systems took charges throughout the year Electronic Technologies took meaningful charges in Q4 FY 2008 savings are $35 million, and another $50 million is expected in 2009 14 2009 Plans Electronic Technologies restructuring efforts accelerate in Q1 Full-year efforts will generate FY savings of $75 million in 2009 We are prepared to do more

15 Better-Positioned to Deliver Results in a Down Market Significant investment in attractive end-markets Energy Product Identification Acoustic components Fluid Solutions Food and beverage Military Industrial winch Focused on recurring revenues Leadership & leverage initiatives

16 2009 Guidance Revenue: Core revenue: ^ 8% - 10% Impact of FX: ^ 3% Total revenue: ^11% - 13% Capital expenditures: $100 - $120 million Interest expense: $92 - $97 million Full-year tax rate: 26% - 27% Free cash flow for full year: > 10% of revenue Corporate expenses: $85 - $90 million Full year EPS: $2.75 - $3.05