Dover (DOV) 8-K Dover Reports Fourth Quarter and Full Year 2008 Results

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