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, 2011

DOVER CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware (State or other Jurisdiction of Incorporation)		1-4018 (Commission File Number)		53-0257888 (I.R.S. Employer Identification No.)

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

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

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

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02 Results of Operations and Financial Condition.

On January 28, 2011, 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, 2010; and (ii) posted on its website at http://www.dovercorporation.com the investor supplement attached hereto as Exhibit 99.2 and the 4Q 2010 Webcast Presentation Slides attached hereto as Exhibit 99.3, each for the quarter and full year ended December 31, 2010.

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

Item 9.01 Financial Statements and Exhibits.

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

	99.1		Press Release of Dover Corporation, dated January 28, 2011.
	99.2		Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com.
	99.3		4Q 2010 Webcast Presentation Slides Posted on Dover Corporation’s Website at http://dovercorporation.com.

SIGNATURES

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

EXHIBIT INDEX

Number		Exhibit
99.1		Press Release of Dover Corporation, dated January 28, 2011
99.2		Investor Supplement Posted on Dover Corporation’s Website at http://dovercorporation.com
99.3		4Q 2010 Webcast Presentation Slides Posted on Dover Corporation’s Website at http://dovercorporation.com

Exhibit 99.1

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

DOVER REPORTS FOURTH QUARTER AND FULL YEAR 2010 RESULTS

	•		Reports quarterly revenue of $1.9 billion, an increase of 24% over the prior year
	•		Delivers quarterly diluted earnings per share from continuing operations of $1.01, up 85% over last year
	•		Achieves adjusted quarterly diluted earnings per share of $0.94, excluding tax benefits of $0.07, up 71%
	•		Expects 2011 full year organic revenue growth of 6% — 8%, and diluted earnings per share from continuing operations in the range of $4.05 — $4.25

Downers Grove, Illinois, January 28, 2011 — Dover Corporation (NYSE: DOV) announced today that for the fourth quarter ended December 31, 2010, revenue was $1.9 billion, an increase of 24% over the prior year period. The revenue increase was driven by organic growth of 23%, a 2% increase from acquisitions, and a 1% unfavorable impact from foreign exchange. Earnings from continuing operations for the fourth quarter of 2010 were $191.8 million or $1.01 diluted earnings per share (“EPS”), compared to $102.4 million or $0.55 diluted EPS from continuing operations in the prior-year period, representing increases of 87% and 85%, respectively. Excluding the impact of tax benefits of $0.07 recognized in the quarter, adjusted diluted EPS from continuing operations was $0.94, an increase of 71% over the prior year. The tax benefits of $0.07 were principally related to the favorable resolution of domestic tax positions.

Revenue for the year ended December 31, 2010 was $7.1 billion, up 24% over the prior year representing organic revenue growth of 20% and growth from acquisitions of 4%. Earnings from continuing operations for the year ended December 31, 2010 were $707.9 million or $3.74 diluted EPS, compared to $371.9 million or $1.99 diluted EPS in the prior year period, representing increases of 90% and 88%, respectively. Excluding the impact of tax benefits of $0.27 diluted EPS recognized in 2010, and the impact of tax benefits of $0.15 diluted EPS recognized in 2009, adjusted diluted EPS from continuing operations for the year ended December 31, 2010 was $3.47, an increase of 89% over the prior year adjusted level of $1.84.

Commenting on the fourth quarter results, Dover’s President and Chief Executive Officer, Robert A. Livingston, said, “Dover had a strong finish to 2010 with quarterly revenue, bookings, backlog, margin and earnings all up significantly from last year. Revenue growth of 24% was above our expectations and this momentum continued to be broad-based, led by Electronic Technologies, Energy and Material Handling. Margin expansion was also broad-based, with all segments showing improvement year-over-year, resulting in a fourth quarter segment margin of 16.3%. We generated strong free cash flow during the quarter, totaling $378 million, and exited the year with strong fourth quarter order rates, resulting in a book-to-bill of 1.03.

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“I am pleased with our many accomplishments in 2010. We were able to achieve full-year organic revenue growth of 20%, benefitting from improved end-markets, product innovation and geographic expansion. Full-year segment operating margins were a record 16.4%. We also generated free cash flow of $767 million in 2010, representing 11% of revenue, which funded re-investment in our businesses, our acquisition program and our 55^th consecutive annual dividend increase.

“Looking forward, we expect full year 2011 revenue growth of 9% — 11%, representing organic revenue growth of 6% — 8%, plus growth from acquisitions of 3%. Based on this revenue assumption, we expect full-year diluted EPS from continuing operations to be in the range of $4.05 — $4.25.”

Net earnings for the fourth quarter of 2010 were $198.3 million or $1.04 diluted EPS, including income from discontinued operations of $6.6 million or $0.03 diluted EPS, compared to net earnings of $99.0 million or $0.53 diluted EPS for the same period of 2009, which included a loss from discontinued operations of $3.4 million or $0.02 diluted EPS. Net earnings for the year ended December 31, 2010 were $700.1 million or $3.70 diluted EPS, which included a loss from discontinued operations of $7.8 million or $0.04 diluted EPS, compared to net earnings of $356.4 million or $1.91 diluted EPS for the same period of 2009, including a loss from discontinued operations of $15.5 million or $0.08 diluted EPS.

Dover will host a webcast of its fourth quarter 2010 conference call at 9:00 A.M. Eastern Time on Friday, January 28, 2011. 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 and full year 2010 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 is a global manufacturer providing innovative components and equipment, specialty systems and support services for a variety of applications in the industrial products, engineered systems, fluid management and electronic technologies markets. For more information, please visit www.dovercorporation.com.

This press release contains “forward-looking” statements within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, industries in which Dover companies operate and the U.S. and global economies. Statements in this press release that are not historical may be indicated by words or phrases such as “anticipates,” “expects,” “believes,” “indicates,” “suggests,” “will,” “plans,” “supports,” “projects,” “should,” “would,” “could,” “hope,” “forecast” and “management is of the opinion,” use of future tense and similar words or phrases. Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from current expectations, including, but not limited to, current economic conditions and uncertainties in the credit and capital markets; the Company’s ability to achieve expected savings from integration, synergy 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

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impact of natural disasters and their effect on global energy markets; a downgrade in Dover’s credit ratings; international economic conditions including interest rate and currency exchange rate fluctuations; the relative mix of products and services which impacts margins and operating efficiencies; short-term capacity constraints; domestic and foreign governmental and public policy changes including environmental regulations and tax policies (including domestic and international export subsidy programs, R&E credits and other similar programs); unforeseen developments in contingencies such as litigation; protection and validity of patent and other intellectual property rights; the cyclical nature of some of Dover’s companies; domestic housing industry weakness; and continued events in the Middle East and possible future terrorist threats and their effect on the worldwide economy. Dover Corporation refers you to the documents that it files from time to time with the Securities and Exchange Commission, such as its reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause its actual results to differ materially from its current expectations and from the forward-looking statements contained in this press release. Dover Corporation undertakes no obligation to update any forward-looking statement.

EXHIBIT 99.2

INVESTOR SUPPLEMENT

FOURTH QUARTER AND FULL YEAR 2010

Acquisitions

During the fourth quarter of 2010, the Company completed one add-on acquisition in the Fluid Management segment. During 2010, Dover made a total of six add-on acquisitions for consideration totaling $104.4 million, net of cash acquired. The full-year diluted earnings per share impact of these 2010 acquisitions was $0.02, with minimal impact during the quarter.

Further, during the fourth quarter, the Company signed a definitive agreement to acquire the Sound Solutions business of NXP Semiconductors. Sound Solutions is a leading manufacturer of speakers and receivers for the cell phone market and will become part of Knowles Electronics. The purchase price is $855 million, subject to customary regulatory approvals, and the deal is expected to close around the end of the first quarter of 2011.

Effective January 3, 2011, the Company completed the acquisition of Harbison-Fischer, Inc., a Texas-based leading designer and manufacturer of down-hole rod pumps and related products for $402.5 million, subject to normal closing adjustments. Harbison-Fischer’s 2011 revenue is expected to be approximately $160 million. The business will become part of Norris Production Solutions, which is an operating unit of Dover’s Fluid Management segment.

Dispositions

In 2010, the Company completed the sale of a line of business which was reported as a discontinued operation, resulting in a loss of approximately $14.0 million.

In addition, during the third and fourth quarters of 2010, the Company reached final settlement on certain discrete tax matters related to businesses previously discontinued and sold, which resulted in tax benefits of $4.5 million and $7.1 million, respectively. These items, along with other minor expense and accrual adjustments related to disposed businesses, drove a gain on discontinued operations of $6.6 million in the fourth quarter and a full year loss of $7.8 million.

Tax Rate

The effective tax rate for continuing operations for the fourth quarter of 2010 was 21.4%, compared to the prior year rate of 27.2%. The 2010 rate was favorably impacted by benefits recognized for tax positions that were effectively settled. On a full year basis, the effective tax rates for continuing operations for 2010 and 2009 were 23.5% and 24.4%, respectively. The full year rates for 2010 and 2009 reflect the favorable impact of benefits recognized for tax positions that were effectively settled, and the favorable impact of a higher percentage of non-U.S. earnings in low tax rate jurisdictions.

Revenue Growth Factors

		2010
Revenue Growth		Q1				Q2				Q3				Q4				Full Year
Organic			7.0	%			23.7	%			24.7	%			23.3	%			20.2	%
Acquisitions			5.1	%			3.9	%			2.7	%			2.5	%			3.5	%
Currency translation			2.7	%			0.8	%			-1.6	%			-1.3	%			-0.2	%
			14.8	%			28.4	%			25.8	%			24.5	%			23.5	%

Cash Flow

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

		Three Months Ended December 31,								Year Ended December 31,
Free Cash Flow (in thousands)		2010				2009				2010				2009
Cash flow provided by operating activities		$	431,439			$	247,947			$	950,551			$	802,060
Less: Capital expenditures			(53,380	)			(36,759	)			(183,217	)			(120,009	)
Free cash flow		$	378,059			$	211,188			$	767,334			$	682,051
Free cash flow as a percentage of revenue			20.2	%			14.0	%			10.8	%			11.8	%
Free cash flow as a percentage of earnings from continuing operations											108.4	%			183.4	%

The full year increase in free cash flow reflects higher earnings from continuing operations before depreciation and amortization. This was offset by an increase in Adjusted Working Capital (a non-GAAP measure calculated as accounts receivable, plus inventory, less accounts payable), which increased from the prior year end by $240.2 million, or 22% to $1,332.8 million which reflected an increase in receivables of $209.0 million, an increase in inventory of $143.2 million and an increase in accounts payable of $112.0 million. Excluding acquisitions and the effects of foreign exchange translation, Adjusted Working Capital would have increased by $226.1 million, or 21%. “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 17.6% at December 31, 2010 from 19.9% at December 31, 2009 and inventory turns were 6.7 at December 31, 2010 compared to 6.2 at December 31, 2009.

Share Repurchases

During the year ended December 31, 2010, pursuant to a five-year 10,000,000 share repurchase program authorized by the Board of Directors in May 2007, the Company purchased approximately 2.3 million shares of its common stock in the open market at an average price of $51.13 per share. Approximately 6.6 million shares remain authorized for repurchase under this five-year authorization as of December 31, 2010.

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)		2010				2009
Current maturities of long-term debt		$	1,925			$	35,624
Commercial paper			15,000				—
Long-term debt			1,790,886				1,825,260
Total debt			1,807,811				1,860,884
Less: Cash, cash equivalents and short-term investments			(1,309,095	)			(938,174	)
Net debt			498,716				922,710
Add: Stockholders’ equity			4,526,562				4,083,608
Total capitalization		$	5,025,278			$	5,006,318
Net debt to total capitalization			9.9	%			18.4	%

Net debt at December 31, 2010 decreased $424.0 million primarily as a result of cash generated from operations. The decrease in long-term debt is due to scheduled repayments, coupled with the early extinguishment of a structured non-interest bearing loan in the third quarter. The decrease in net debt to total capitalization reflects strong free cash flow from operations, which was used to fund capital additions, acquisitions and share repurchases.

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

		Three Months Ended December 31,								Year Ended December 31,
		2010				2009				2010				2009
Revenue		$	1,875,541			$	1,506,661			$	7,132,648			$	5,775,689
Cost of goods and services			1,155,423				941,227				4,399,990				3,676,535
Gross profit			720,118				565,434				2,732,658				2,099,154
Selling and administrative expenses			450,721				400,635				1,697,721				1,511,111
Operating earnings			269,397				164,799				1,034,937				588,043
Interest expense, net			25,895				26,838				106,341				100,375
Other expense (income), net			(376	)			(2,825	)			3,512				(3,950	)
Earnings before provision for income taxes and discontinued operations			243,878				140,786				925,084				491,618
Provision for income taxes			52,107				38,346				217,176				119,724
Earnings from continuing operations			191,771				102,440				707,908				371,894
Earnings (loss) from discontinued operations, net			6,577				(3,394	)			(7,804	)			(15,456	)
Net earnings		$	198,348			$	99,046			$	700,104			$	356,438
Basic earnings (loss) per common share:
Earnings from continuing operations		$	1.03			$	0.55			$	3.79			$	2.00
Gain (loss) from discontinued operations, net			0.04				(0.02	)			(0.04	)			(0.08	)
Net earnings			1.06				0.53				3.75				1.91
Weighted average shares outstanding			186,923				186,310				186,897				186,136
Diluted earnings (loss) per common share:
Earnings from continuing operations		$	1.01			$	0.55			$	3.74			$	1.99
Gain (loss) from discontinued operations, net			0.03				(0.02	)			(0.04	)			(0.08	)
Net earnings			1.04				0.53				3.70				1.91
Weighted average shares outstanding			189,863				187,212				189,170				186,736
Dividends paid per common share		$	0.275			$	0.26			$	1.07			$	1.02

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

		2009																				2010
		Q1				Q2				Q3				Q4				FY 2009				Q1				Q2				Q3				Q4				FY 2010
REVENUE
Industrial Products
Material Handling		$	186,651			$	153,574			$	154,238			$	165,890			$	660,353			$	189,052			$	214,295			$	220,997			$	229,987			$	854,331
Mobile Equipment			248,293				229,521				242,011				242,352				962,177				240,138				248,523				250,664				255,834				995,159
Eliminations			(152	)			(147	)			(209	)			(230	)			(738	)			(392	)			(432	)			(453	)			(402	)			(1,679	)
			434,792				382,948				396,040				408,012				1,621,792				428,798				462,386				471,208				485,419				1,847,811
Engineered Systems
Product Identification			177,357				193,019				211,952				219,948				802,276				212,500				219,551				221,677				236,743				890,471
Engineered Products			223,426				274,398				308,741				253,095				1,059,660				271,773				357,570				398,685				311,176				1,339,204
			400,783				467,417				520,693				473,043				1,861,936				484,273				577,121				620,362				547,919				2,229,675
Fluid Management
Energy			176,334				138,415				144,664				164,798				624,211				205,327				216,020				220,001				244,234				885,582
Fluid Solutions			154,488				156,897				164,604				170,860				646,849				175,504				187,759				196,554				194,833				754,650
Eliminations			(51	)			(42	)			(21	)			(36	)			(150	)			(31	)			(105	)			(127	)			(179	)			(442	)
			330,771				295,270				309,247				335,622				1,270,910				380,800				403,674				416,428				438,888				1,639,790
Electronic Technologies			214,035				245,953				275,266				291,700				1,026,954				290,989				345,607				381,386				405,682				1,423,664
Intra-segment eliminations			(1,295	)			(1,257	)			(1,635	)			(1,716	)			(5,903	)			(1,590	)			(2,092	)			(2,243	)			(2,367	)			(8,292	)
Total consolidated revenue		$	1,379,086			$	1,390,331			$	1,499,611			$	1,506,661			$	5,775,689			$	1,583,270			$	1,786,696			$	1,887,141			$	1,875,541			$	7,132,648
NET EARNINGS
Segment Earnings:
Industrial Products		$	34,544			$	25,421			$	38,119			$	41,673			$	139,757			$	51,039			$	61,635			$	59,473			$	54,238			$	226,385
Engineered Systems			43,306				57,462				78,194				48,306				227,268				54,843				84,655				91,442				70,966				301,906
Fluid Management			75,441				55,573				60,677				67,578				259,269				86,767				96,168				101,847				103,638				388,420
Electronic Technologies			(12,110	)			17,993				38,160				39,651				83,694				44,905				59,582				69,617				76,324				250,428
Total Segments			141,181				156,449				215,150				197,208				709,988				237,554				302,040				322,379				305,166				1,167,139
Corporate expense / other			(24,691	)			(29,614	)			(34,106	)			(29,584	)			(117,995	)			(33,325	)			(32,443	)			(34,553	)			(35,393	)			(135,714	)
Net interest expense			(22,398	)			(24,840	)			(26,299	)			(26,838	)			(100,375	)			(27,169	)			(26,942	)			(26,335	)			(25,895	)			(106,341	)
Earnings from continuing operations before provision for income taxes			94,092				101,995				154,745				140,786				491,618				177,060				242,655				261,491				243,878				925,084
Provision for income taxes			32,996				1,121				47,261				38,346				119,724				55,575				70,762				38,732				52,107				217,176
Earnings from continuing operations			61,096				100,874				107,484				102,440				371,894				121,485				171,893				222,759				191,771				707,908
Earnings (loss) from discontinued operations, net			(7,668	)			(3,794	)			(600	)			(3,394	)			(15,456	)			(13,358	)			(2,023	)			1,000				6,577				(7,804	)
Net earnings		$	53,428			$	97,080			$	106,884			$	99,046			$	356,438			$	108,127			$	169,870			$	223,759			$	198,348			$	700,104
SEGMENT OPERATING MARGIN
Industrial Products			7.9	%			6.6	%			9.6	%			10.2	%			8.6	%			11.9	%			13.3	%			12.6	%			11.2	%			12.3	%
Engineered Systems			10.8	%			12.3	%			15.0	%			10.2	%			12.2	%			11.3	%			14.7	%			14.7	%			13.0	%			13.5	%
Fluid Management			22.8	%			18.8	%			19.6	%			20.1	%			20.4	%			22.8	%			23.8	%			24.5	%			23.6	%			23.7	%
Electronic Technologies			-5.7	%			7.3	%			13.9	%			13.6	%			8.1	%			15.4	%			17.2	%			18.3	%			18.8	%			17.6	%
Total Segment			10.2	%			11.3	%			14.3	%			13.1	%			12.3	%			15.0	%			16.9	%			17.1	%			16.3	%			16.4	%

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

		2009																				2010
		Q1				Q2				Q3				Q4				FY 2009				Q1				Q2				Q3				Q4				FY 2010
BOOKINGS
Industrial Products
Material Handling		$	118,344			$	126,224			$	162,759			$	180,349			$	587,676			$	204,098			$	223,787			$	222,961			$	248,948			$	899,794
Mobile Equipment			210,558				245,937				191,539				253,130				901,164				231,128				288,887				233,731				279,368				1,033,114
Eliminations			(23	)			(202	)			(337	)			(424	)			(986	)			(407	)			(303	)			(444	)			(976	)			(2,130	)
			328,879				371,959				353,961				433,055				1,487,854				434,819				512,371				456,248				527,340				1,930,778
Engineered Systems
Product Identification			175,680				205,736				212,642				223,301				817,359				220,410				223,203				218,213				241,048				902,874
Engineered Products			236,354				259,868				258,634				263,211				1,018,067				368,134				379,048				329,119				332,142				1,408,443
			412,034				465,604				471,276				486,512				1,835,426				588,544				602,251				547,332				573,190				2,311,317
Fluid Management
Energy			142,721				132,855				157,763				176,706				610,045				208,669				226,301				213,247				247,143				895,360
Fluid Solutions			150,375				159,483				165,601				169,639				645,098				179,037				192,035				195,865				191,065				758,002
Eliminations			(43	)			(39	)			(41	)			(17	)			(140	)			(85	)			(51	)			(144	)			(895	)			(1,175	)
			293,053				292,299				323,323				346,328				1,255,003				387,621				418,285				408,968				437,313				1,652,187
Electronic Technologies			223,707				243,274				283,035				305,266				1,055,282				358,477				394,441				402,332				389,704				1,544,954
Intra-segment eliminations			(1,290	)			(1,436	)			(1,790	)			(1,600	)			(6,116	)			(1,616	)			(2,244	)			(2,278	)			(2,644	)			(8,782	)
Total consolidated bookings		$	1,256,383			$	1,371,700			$	1,429,805			$	1,569,561			$	5,627,449			$	1,767,845			$	1,925,104			$	1,812,602			$	1,924,903			$	7,430,454
BACKLOG
Industrial Products
Material Handling		$	120,066			$	93,247			$	102,146			$	116,658							$	131,521			$	140,452			$	142,959			$	165,505
Mobile Equipment			349,358				368,315				318,496				329,774								319,801				359,727				344,160				368,140
Eliminations			(48	)			(143	)			(170	)			(371	)							(386	)			(257	)			(248	)			(822	)
			469,376				461,419				420,472				446,061								450,936				499,922				486,871				532,823
Engineered Systems
Product Identification			57,801				66,288				72,523				74,700								78,976				80,550				80,986				86,315
Engineered Products			196,394				245,165				199,888				218,520								314,465				334,971				267,545				288,969
			254,195				311,453				272,411				293,220								393,441				415,521				348,531				375,284
Fluid Management
Energy			58,771				54,734				66,043				77,173								76,844				84,800				84,659				94,113
Fluid Solutions			60,781				63,788				65,081				60,540								63,535				65,639				69,130				65,525
Eliminations			(5	)			(1	)			(21	)			(2	)							(55	)			(1	)			(17	)			(33	)
			119,547				118,521				131,103				137,711								140,324				150,438				153,772				159,605
Electronic Technologies			186,850				185,512				194,414				206,893								271,340				318,450				357,800				342,578
Intra-segment eliminations			(42	)			(242	)			(426	)			(337	)							(362	)			(570	)			(490	)			(748	)
Total consolidated backlog		$	1,029,926			$	1,076,663			$	1,017,974			$	1,083,548							$	1,255,679			$	1,383,761			$	1,346,484			$	1,409,542
ACQUISITION RELATED DEPRECIATION AND AMORTIZATION EXPENSE *
Industrial Products		$	8,387			$	7,709			$	7,770			$	8,182			$	32,048			$	7,575			$	7,620			$	7,774			$	8,823			$	31,792
Engineered Systems			6,070				6,437				6,580				7,579				26,666				7,915				7,057				6,838				6,878				28,688
Fluid Management			4,828				4,592				4,432				4,537				18,389				5,429				5,591				5,222				5,768				22,010
Electronic Technologies			8,286				8,217				8,268				8,432				33,203				8,370				8,540				8,480				8,608				33,998
		$	27,571			$	26,955			$	27,050			$	28,730			$	110,306			$	29,289			$	28,808			$	28,314			$	30,077			$	116,488

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

FREE CASH FLOW

		2009																				2010
		Q1				Q2				Q3				Q4				FY 2009				Q1				Q2				Q3				Q4				FY 2010
Cash From Operations		$	114,866			$	192,436			$	246,811			$	247,947			$	802,060			$	87,066			$	231,199			$	200,847			$	431,439			$	950,551
CAPEX			(31,475	)			(26,976	)			(24,799	)			(36,759	)			(120,009	)			(39,336	)			(46,945	)			(43,556	)			(53,380	)			(183,217	)
Free Cash Flow		$	83,391			$	165,460			$	222,012			$	211,188			$	682,051			$	47,730			$	184,254			$	157,291			$	378,059			$	767,334
Free Cash Flow to Earnings From Continuing Operations			136.5	%			164.0	%			206.6	%			206.2	%			183.4	%			39.3	%			107.2	%			70.6	%			197.1	%			108.4	%

DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)

		2009																				2010
		Q1				Q2				Q3				Q4				FY 2009				Q1				Q2				Q3				Q4				YTD
Basic earnings (loss) per common share:
Continuing operations		$	0.33			$	0.54			$	0.58			$	0.55			$	2.00			$	0.65			$	0.92			$	1.19			$	1.03			$	3.79
Discontinued operations			(0.04	)			(0.02	)			—				(0.02	)			(0.08	)			(0.07	)			(0.01	)			0.01				0.04				(0.04	)
Net earnings			0.29				0.52				0.57				0.53				1.91				0.58				0.91				1.20				1.06				3.75
Diluted earnings (loss) per common share:
Continuing operations		$	0.33			$	0.54			$	0.58			$	0.55			$	1.99			$	0.65			$	0.91			$	1.18			$	1.01			$	3.74
Discontinued operations			(0.04	)			(0.02	)			—				(0.02	)			(0.08	)			(0.07	)			(0.01	)			0.01				0.03				(0.04	)
Net earnings			0.29				0.52				0.57				0.53				1.91				0.58				0.90				1.19				1.04				3.70

NOTE:

Diluted earnings per share in the third and fourth quarters of 2010 and the second quarter of 2009 were favorably impacted by discrete tax events. The third quarter of 2010 was additionally impacted by the favorable resolution of a tax position in a foreign jurisdiction. As a result, the Company’s effective tax rates in the third and fourth quarters of 2010 and second quarter of 2009 were 14.8%, 21.4% and 1.1%, respectively, which were lower than the Company’s previously estimated tax rates of 29% for each of the respective periods. These lower effective tax rates contributed incremental diluted earnings per share of $0.20 and $0.07 in the third and fourth quarters of 2010, respectively, and $0.15 in the second quarter of 2009.

DOVER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(unaudited)
(in thousands)

		At December 31,					At December 31,
		2010				2009
Assets:
Cash and cash equivalents		$	1,187,361			$	714,365
Short-term investments			121,734				223,809
Receivables, net of allowances			1,087,704				878,754
Inventories, net			714,110				570,858
Deferred tax and other current assets			150,962				134,921
Property, plant and equipment, net			847,189				828,922
Goodwill			3,368,033				3,350,217
Intangible assets, net			907,523				950,748
Other assets			111,145				113,108
Assets of discontinued operations			67,133				116,701
		$	8,562,894			$	7,882,403
Liabilities and Stockholders’ Equity
Notes payable and current maturities of long-term debt		$	16,925			$	35,624
Payables and accrued expenses			1,097,969				894,558
Taxes payable and other deferrals			1,024,910				904,475
Long-term debt			1,790,886				1,825,260
Liabilities of discontinued operations			105,642				138,878
Stockholders’ equity			4,526,562				4,083,608
		$	8,562,894			$	7,882,403

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

		Year Ended December 31,
		2010				2009
Operating activities:
Net earnings		$	700,104			$	356,438
Loss from discontinued operations, net of tax			7,804				15,456
Depreciation and amortization			268,406				258,223
Stock-based compensation			22,102				17,912
Contributions to employee benefit plans			(58,201	)			(78,954	)
Net change in assets and liabilities			10,336				232,985
Net cash provided by operating activities of continuing operations			950,551				802,060
Investing activities:
Purchase of short-term investments			(466,881	)			(348,439	)
Proceeds from sale of short-term investments			553,466				406,033
Proceeds from the sale of property and equipment			17,593				22,973
Additions to property, plant and equipment			(183,217	)			(120,009	)
Proceeds from sale of businesses			4,500				3,571
Acquisitions (net of cash acquired)			(104,418	)			(221,994	)
Net cash used in investing activities of continuing operations			(178,957	)			(257,865	)
Financing activities:
Decrease in debt, net			(60,855	)			(226,657	)
Purchase of common stock			(123,555	)			—
Proceeds from exercise of stock options, including tax benefits			79,721				26,578
Dividends to stockholders			(200,099	)			(189,874	)
Net cash used in financing activities of continuing operations			(304,788	)			(389,953	)
Net cash used in discontinued operations			(3,840	)			(6,855	)
Effect of exchange rate changes on cash			10,030				19,569
Net increase in cash and cash equivalents			472,996				166,956
Cash and cash equivalents at beginning of period			714,365				547,409
Cash and cash equivalents at end of period		$	1,187,361			$	714,365