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 22, 2009

DOVER CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	1-4018	53-0257888
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(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

EXHIBIT 99.1

EXHIBIT 99.2

EXHIBIT 99.3

Item 2.02 Results of Operations and Financial Condition.

On April 22, 2009, Dover Corporation (i) issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended March 31, 2009; and (ii) posted on its website at http://www.dovercorporation.com the investor supplement attached hereto as Exhibit 99.2 for the quarter ended March 31, 2009 and the presentation slides attached hereto as Exhibit 99.3 for the quarter ended March 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 exhibits are furnished as part of this report:

99.1	Press Release of Dover Corporation, dated April 22, 2009.
99.2	Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com.
99.3	Presentation Slides Posted on Dover Corporation’s Website at http://dovercorporation.com.

SIGNATURES

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

Date: April 22, 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 April 22, 2009
99.2	Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com
99.3	Presentation Slides Posted on Dover Corporation’s Website at http://dovercorporation.com

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
	April 22, 2009

DOVER CORPORATION REPORTS FIRST QUARTER 2009 RESULTS

New York, New York, April 22, 2009 — Dover Corporation (NYSE: DOV) announced today that for the first quarter ended March 31, 2009, it had earnings from continuing operations of $61.1 million or $0.33 diluted earnings per share (“EPS”), compared to $147.9 million or $0.77 EPS from continuing operations in the prior-year period, representing decreases of 59% and 57%, respectively. Included in the first quarter results were pre-tax restructuring charges of $35.2 million, or a negative EPS impact of $0.12. Revenue for the first quarter of 2009 was $1.4 billion, a decrease of 26% over the prior-year period. The revenue decrease was driven by a decline in core business revenue of 22% and by a negative impact of foreign exchange of 4%.

Commenting on the first quarter results, Dover’s President and Chief Executive Officer, Robert A. Livingston, said, “Orders, revenue and margins were all down due to significantly lower demand across most of our end-markets, especially in electronic assembly and infrastructure related markets. We escalated our restructuring activities through the quarter as the decline in order rates was more severe than originally anticipated. Nonetheless, I am pleased that we achieved 10%+ operating margins and generated free cash flow of $83 million. Free cash flow was 6% of revenue, consistent with last year, yielding a cash conversion rate of 136%, a meaningful improvement over last year’s rate of 75%.”

“Our leadership teams have taken significant restructuring actions to properly respond to this recession while continuing to invest in product innovation and customer development opportunities. In addition to our restructuring activities, we continue to execute on several business integration and consolidation initiatives. We have appointed a our first Vice President of Global Sourcing and Supply Chain and are taking decisive steps towards leveraging a significant portion of our annual spend. We continue to refine and improve our corporate development process and strategy and remain focused on synergistic add-on acquisitions. We are confident that as trends and markets improve, Dover will emerge even stronger.”

“Though order trends improved sequentially during the quarter, we are not expecting a meaningful recovery in our end-markets for the balance of 2009. Based on our most recent reviews, we now expect 2009 EPS to be in the range of $2.00 — $2.30. Included in this guidance are additional pre-tax restructuring charges of approximately $35 million, most of which will be taken in the second quarter. Despite this, we remain fully committed to achieving double-digit margins in 2009.”

Net earnings for the first quarter of 2009 were $53.4 million or $0.29 EPS, including a loss from discontinued operations of $7.7 million or $0.04 EPS, compared to net earnings of $147.2 million or $0.76 EPS for the same period of 2008, which included a negligible loss from discontinued operations.

2

Dover will host a webcast of its first quarter 2009 conference call at 8:00 A.M. Eastern Time on Wednesday, April 22, 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 first quarter 2009 results and its operating companies can also be found on the Company website.

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

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, current economic conditions and uncertainties in the credit and capital markets; the Company’s ability to achieve expected savings from integration, synergy and other cost-control initiatives; the ability to identify and successfully consummate value-adding acquisition opportunities; increased competition and pricing pressures in the markets served by Dover’s operating companies; the ability of Dover’s companies to expand into new geographic markets and to anticipate and meet customer demands for new products and product enhancements; increases in the cost of raw materials; changes in customer demand; political events that could impact the worldwide economy; the impact of natural disasters and their effect on global energy markets; a downgrade in Dover’s credit ratings; international economic conditions including interest rate and currency exchange rate fluctuations; the relative mix of products and services which impacts margins and operating efficiencies; short-term capacity constraints; domestic and foreign governmental and public policy changes including environmental regulations and tax policies (including domestic and international export subsidy programs, R&E credits and other similar programs); unforeseen developments in contingencies such as litigation; protection and validity of patent and other intellectual property rights; the cyclical nature of some of Dover’s companies; domestic housing industry weakness; and continued events in the Middle East and possible future terrorist threats and their effect on the worldwide economy. Dover Corporation refers you to the documents that it files from time to time with the Securities and Exchange Commission, such as its reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause its actual results to differ materially from its current expectations and from the forward-looking statements contained in this press release. Dover Corporation undertakes no obligation to update any forward-looking statement.

EX-99.2

EXHIBIT 99.2

INVESTOR SUPPLEMENT — FIRST QUARTER 2009

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

	Three Months Ended March 31
	2009			2008
Revenue	$	1,379,085		$	1,865,486
Cost of goods and services		896,942			1,185,941
Gross profit		482,143			679,545
Selling and administrative expenses		367,390			443,776
Operating earnings		114,753			235,769
Interest expense, net		22,398			23,431
Other expense (income), net		(1,736	)		2,533
Total interest/other expense, net		20,662			25,964
Earnings before provision for income taxes and discontinued operations		94,091			209,805
Provision for income taxes		32,997			61,876
Earnings from continuing operations		61,094			147,929
Loss from discontinued operations, net of tax		(7,669	)		(753	)
Net earnings	$	53,425		$	147,176
Basic earnings (loss) per common share:
Earnings from continuing operations	$	0.33		$	0.77
Loss from discontinued operations		(0.04	)		—
Net earnings		0.29			0.76
Weighted average shares outstanding		186,011			192,424
Diluted earnings (loss) per common share:
Earnings from continuing operations	$	0.33		$	0.77
Loss from discontinued operations		(0.04	)		—
Net earnings		0.29			0.76
Weighted average shares outstanding		186,121			193,257
Dividends paid per common share	$	0.25		$	0.20

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

	Three Months Ended March 31
	2009		2008
Weighted average shares outstanding — Basic		186,011		192,424
Dilutive effect of assumed exercise of employee stock options/SAR’s		110		833
Weighted average shares outstanding — Diluted		186,121		193,257
Anti-dilutive options/SAR’s excluded from diluted EPS computation		11,104		5,428

1

DOVER CORPORATION – INVESTOR SUPPLEMENT
FIRST QUARTER 2009

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

	2008															2009
	Q1			Q2			Q3			Q4			FY 2008			Q1
REVENUE
Industrial Products
Material Handling	$	287,208		$	306,988		$	286,568		$	256,105		$	1,136,869		$	186,651
Mobile Equipment		329,723			342,228			343,261			308,210			1,323,422			248,292
Eliminations		(157	)		(210	)		(218	)		(201	)		(786	)		(152	)
		616,774			649,006			629,611			564,114			2,459,505			434,791
Engineered Systems
Product Identification		231,526			249,250			234,868			208,825			924,469			177,358
Engineered Products		267,696			289,479			289,778			238,928			1,085,881			223,426
		499,222			538,729			524,646			447,753			2,010,350			400,784
Fluid Management
Energy		213,003			236,461			249,656			236,294			935,414			176,334
Fluid Solutions		188,328			210,207			202,054			178,223			778,812			154,488
Eliminations		(32	)		(38	)		(28	)		(82	)		(180	)		(50	)
		401,299			446,630			451,682			414,435			1,714,046			330,772
Electronic Technologies		351,757			379,958			362,446			301,970			1,396,131			214,035
Intra-segment eliminations		(3,566	)		(3,345	)		(2,609	)		(1,624	)		(11,144	)		(1,297	)
Total consolidated revenue	$	1,865,486		$	2,010,978		$	1,965,776		$	1,726,648		$	7,568,888		$	1,379,085
NET EARNINGS
Segment Earnings (Loss):
Industrial Products	$	78,838		$	87,925		$	74,690		$	58,287		$	299,740		$	34,544
Engineered Systems		62,996			80,045			82,032			53,480			278,553			43,305
Fluid Management		85,139			97,878			102,232			100,068			385,317			75,442
Electronic Technologies		36,234			51,029			53,826			52,552			193,641			(12,110	)
Total Segments		263,207			316,877			312,780			264,387			1,157,251			141,181
Corporate expense / other		(29,971	)		(24,973	)		(30,785	)		(29,467	)		(115,196	)		(24,692	)
Net interest expense		(23,431	)		(27,388	)		(25,924	)		(19,293	)		(96,036	)		(22,398	)
Earnings from continuing operations before provision for income taxes		209,805			264,516			256,071			215,627			946,019			94,091
Provision for income taxes		61,876			77,604			65,736			46,045			251,261			32,997
Earnings from continuing operations		147,929			186,912			190,335			169,582			694,758			61,094
Earnings (loss) from discontinued operations, net		(753	)		(51,634	)		(2,685	)		(48,855	)		(103,927	)		(7,669	)
Net earnings	$	147,176		$	135,278		$	187,650		$	120,727		$	590,831		$	53,425
SEGMENT OPERATING MARGIN
Industrial Products		12.8	%		13.5	%		11.9	%		10.3	%		12.2	%		7.9	%
Engineered Systems		12.6	%		14.9	%		15.6	%		11.9	%		13.9	%		10.8	%
Fluid Management		21.2	%		21.9	%		22.6	%		24.1	%		22.5	%		22.8	%
Electronic Technologies		10.3	%		13.4	%		14.9	%		17.4	%		13.9	%		-5.7	%
Total Segment		14.1	%		15.8	%		15.9	%		15.3	%		15.3	%		10.2	%

2

DOVER CORPORATION – INVESTOR SUPPLEMENT
FIRST QUARTER 2009

DOVER CORPORATION

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

	2008															2009
	Q1			Q2			Q3			Q4			FY 2008			Q1
BOOKINGS
Industrial Products
Material Handling	$	296,278		$	313,199		$	292,436		$	207,115		$	1,109,028		$	118,343
Mobile Equipment		360,324			318,059			295,240			204,257			1,177,880			210,558
Eliminations		(296	)		(385	)		(193	)		(260	)		(1,134	)		(22	)
		656,306			630,873			587,483			411,112			2,285,774			328,879
Engineered Systems
Product Identification		239,547			250,538			233,196			197,431			920,712			175,680
Engineered Products		284,257			279,673			260,227			219,716			1,043,873			236,353
		523,804			530,211			493,423			417,147			1,964,585			412,033
Fluid Management
Energy		233,662			252,535			268,390			209,930			964,517			142,721
Fluid Solutions		197,289			217,466			195,253			161,351			771,359			150,376
Eliminations		(24	)		(32	)		(31	)		(91	)		(178	)		(43	)
		430,927			469,969			463,612			371,190			1,735,698			293,054
Electronic Technologies		360,337			384,790			363,535			233,720			1,342,382			223,707
Intra-segment eliminations		(2,992	)		(3,490	)		(1,755	)		(1,182	)		(9,419	)		(1,291	)
Total consolidated bookings	$	1,968,382		$	2,012,353		$	1,906,298		$	1,431,987		$	7,319,020		$	1,256,382
BACKLOG
Industrial Products
Material Handling	$	228,082		$	235,284		$	240,009		$	188,591					$	120,066
Mobile Equipment		575,070			549,430			498,908			387,329						349,358
Eliminations		(171	)		(186	)		(161	)		(220	)					(48	)
		802,981			784,528			738,756			575,700						469,376
Engineered Systems
Product Identification		79,956			82,196			76,247			61,195						57,801
Engineered Products		244,981			235,513			205,127			183,821						196,394
		324,937			317,709			281,374			245,016						254,195
Fluid Management
Energy		106,540			119,033			133,713			95,532						58,771
Fluid Solutions		85,130			91,870			82,998			64,471						60,781
Eliminations		(6	)		—			(3	)		(12	)					(5	)
		191,664			210,903			216,708			159,991						119,547
Electronic Technologies		246,711			251,403			248,725			175,317						186,850
Intra-segment eliminations		(2,038	)		(1,424	)		(540	)		(61	)					(42	)
Total consolidated backlog	$	1,564,255		$	1,563,119		$	1,485,023		$	1,155,963					$	1,029,926
ACQUISITION RELATED DEPRECIATION AND AMORTIZATION EXPENSE *
Industrial Products	$	9,215		$	8,070		$	7,805		$	7,193		$	32,283		$	8,388
Engineered Systems		6,109			6,116			6,103			6,066			24,394			6,071
Fluid Management		3,914			5,607			5,422			4,607			19,550			4,828
Electronic Technologies		8,902			9,416			9,304			8,859			36,481			8,286
	$	28,140		$	29,209		$	28,634		$	26,725		$	112,708		$	27,573

* 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 2009

DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)

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

4

EX-99.3

Exhibit 99.3

Dover Corporation First Quarter 2009 Conference Call April 22, 2009 8:00am Exhibit 99.3

3 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.

5 Dover's Q1 2009 Performance Continuing Earnings Per Share 2006 2007 2008 $2.90 $3.30 $3.67 Revenue $1.4B -26.1% EPS (continuing) $0.33 -57% Segment Margins 10.2% -390 bps Organic Revenue -22.6% Acquisition Growth Flat Free Cash Flow $83M -25% Quarterly revenue decline reflected weakness in virtually all end-markets, and in all geographies Segment margins remained above 10% in a very challenged markets Restructuring activities accelerated in the quarter and resulted in pre-tax charges of $35 million ($0.12 EPS impact) Free cash flow generation of $83 million was strong at 136% of net earnings from continuing operations, and 6% of revenue Synergy capture initiatives yielded $0.04 EPS in Q1 Global procurement initiative underway Q1 Q1/Q1

7 Revenue Q1 2009 Industrial Products Engineered Systems Fluid Management Electronic Technologies Total Dover Organic -27.7% -14.1% -16.2% -33.2% -22.6% Net Acquisitions -0.1%(A) 0.0% 2.4% -2.6%(B) 0.0%(C) Currency -1.7% -5.6% -3.8% -3.4% -3.5% Total -29.5% -19.7% -17.6% -39.2% -26.1% (A) Acquisition growth was 0.9% for Q1 before dispositions (B) Reflects the disposition of an Everett Charles company in Q4 2008 (C) Acquisition growth was 0.6% before dispositions

9 Industrial Products Revenue ($ in millions) Operating Earnings ($ in millions) Continued weakness in automotive service and infrastructure markets; military markets & Heil Environmental remain strong Earnings decline was driven by volume and restructuring charges of $6 million Bookings were below both prior year and fourth quarter. Mobile Equipment Q1 bookings stabilized by quarter-end Order cancellations of $50 million in the quarter Internal initiatives should improve margin performance as year progresses ^ 30% ^ 56%

11 Engineered Systems Revenue ($ in millions) Operating Earnings ($ in millions) Solid refrigeration equipment markets partially offset softness in food packaging and Product ID markets • First quarter earnings impacted by significant restructuring costs of $8 million, partially offset by ongoing MARKEM-Imaje integration benefits • Order rates improved at the end of the first quarter, resulting in first quarter book to bill ratio of 1.03 ^ 31% ^ 20%

13 Fluid Management Revenue ($ in millions) Operating Earnings ($ in millions) Revenue decrease driven by downturn in oil and gas sectors and industrial markets within Fluid Solutions, slightly offset by solid performance in power generation Strong margin performance driven by restructuring efforts and competitive position Restructuring efforts in 1st half '09 to offset weakness in demand Fluid Solutions bookings stabilized through the quarter ^ 18% ^ 11%

15 Electronic Technologies Revenue ($ in millions) Operating Earnings ($ in millions) Electronic assembly equipment markets experienced significant further demand declines in the quarter $19 million of restructuring charges were taken during the first quarter of 2009 MEMS and military markets continue to be stable Bookings improved sequentially through the quarter Electronic assembly and telecom related markets are expected to remain weak through the 2nd quarter ^ 39% ^ 133%

17 Geographic Revenue Mix (Q1 2009) Dover Growth Rate: -26% Q1 2009 Growth Rate - -27.0% - -37.5% - -32.3% - -21.0%

19 PERFORMANCECOUNTS Target Q1 2009 Inventory Turns 8 6.8 Earnings Growth 10% -58.7% Operating Margins 15% 10.2% WC as a % of Revenue 20% 18.9% ROI (Operating) 25% 24.5% Dover exceeded 1 out of 5 metrics for Q1 2009

21 Q1 2009 Overview Free Cash Flow First Quarter 2009: $83.4 million; 6.0% of revenue Free Cash Flow to Net Earnings from Continuing Operations: 136% Interest Expense First Quarter 2009: $22.4 million, down $1 million Driven by lower commercial paper costs and favorable investment mix Net Debt to Capital Ratio First Quarter 2009: 24.8%, down 10 bps over prior year-end. Reflective of stable debt levels Effective Tax Rate (ETR) First Quarter 2009: 35.1%, up 560 bps Impacted by domestic and foreign mix of earnings Corporate Expense First Quarter 2009: $24.7 million, down 18% Reflective of lower compensation and benefit costs

Synergy & Global Supply Chain Programs 23 2009 Synergy programs $0.04 EPS benefit in Q1 2009 Full year EPS benefit expected to be approximately $0.13 FY 2008 Savings Q1 09 Savings Projected Incremental 09 Savings Global supply chain initiative Comprehensive review of supply chain sourcing and spending Data analysis & opportunity prioritization phase complete Leadership position filled Jim Moyle named Vice President, Global Sourcing & Supply Chain Several projects will be launched in 2009 Preferred Global Supplier Conference scheduled for May Connecting prospective suppliers with our business leaders

Restructuring Update - 2009 Q1 & Q2 25 Q1 & Q2 2009 Costs Electronic Technologies restructuring efforts accelerated in Q1 Closed 12 facilities; headcount reduction of 3,700 in Q1 Continued restructuring anticipated in Q2, with emphasis at Engineered Systems and Electronic Technologies Q1 Savings Achieved $20 million in savings from 2008 actions $12 million in savings from Q1 2009 actions $35M $25M

Restructuring Update - 2009 Full Year 27 Projected 2009 Full Year Costs Restructuring efforts projected to cost $73 million in 2009 Net headcount reduction of 4,800 for year; 6,800 over 2008 -2009 Will closed over 20 facilities Electronic Technologies moved bulk of manufacturing capacity to Asia Projected 2009 Full Year Savings Savings projected to be $85 million from 2008 actions (including $50 million of incremental benefit) $125 million from 2009 actions $210 million in total $27M $73M

29 Revised 2009 Guidance Revenue: Core revenue: ^ 15% - 17% Impact of FX: ^ 3% Total revenue: ^ 18% - 20% Capital expenditures: $100 - $120 million Interest expense: $92 - $97 million Full-year tax rate: 29% - 30% Free cash flow for full year: > 10% of revenue Corporate expenses: $90 - $100 million Full year EPS: $2.00 - $2.30