Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
Commission File Number: 1-4018
Dover Corporation
(Exact name of registrant as specified in its charter)
 	 	 	
Delaware
(State of Incorporation)	 	53-0257888
(I.R.S. Employer Identification No.)	
 	 	 	
3005 Highland Parkway, Suite 200
Downers Grove, Illinois
(Address of principal executive offices)	 	
60515
(Zip Code)	
(630) 541-1540
(Registrant’s telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes  þ       No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ       No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12-b-2 of the Exchange Act.

Large accelerated filer þ	 	Accelerated filer o	 	Non-accelerated filer o (Do not check if a smaller reporting company)	 	Smaller reporting company o	
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o      No  þ
The number of shares outstanding of the Registrant’s common stock as of July 16, 2010 was 186,660,653.

 

 
Dover Corporation
Form 10-Q
Table of Contents
 	 	 	 	 	 	 	 	 	
 	 	Page	 	 	 	 	
PART I — FINANCIAL INFORMATION	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 1. Financial Statements (unaudited)	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2010 and 2009	 	 	1	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Condensed Consolidated Balance Sheet at June 30, 2010 and December 31, 2009	 	 	2	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Condensed Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 2010	 	 	3	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2010 and 2009	 	 	4	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Notes to Condensed Consolidated Financial Statements	 	 	5	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	 	 	14	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 3. Quantitative and Qualitative Disclosures About Market Risk	 	 	24	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 4. Controls and Procedures	 	 	24	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
PART II — OTHER INFORMATION	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 1. Legal Proceedings	 	 	24	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 1A. Risk Factors	 	 	24	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	 	 	24	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 3. Defaults Upon Senior Securities	 	 	25	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 4. [Removed and Reserved]	 	 	25	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 5. Other Information	 	 	25	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Item 6. Exhibits	 	 	25	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
SIGNATURES	 	 	26	 	 	 	 	 	
 EX-31.1	
 EX-31.2	
 EX-32	
 EX-101 INSTANCE DOCUMENT	
 EX-101 SCHEMA DOCUMENT	
 EX-101 CALCULATION LINKBASE DOCUMENT	
 EX-101 LABELS LINKBASE DOCUMENT	
 EX-101 PRESENTATION LINKBASE DOCUMENT	
 EX-101 DEFINITION LINKBASE DOCUMENT	
(All other schedules are not required and have been omitted)

Table of Contents
PART I — FINANCIAL INFORMATION
 	 	 	
Item 1.	 	Financial Statements	
DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share figures)
(unaudited)
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended June 30,	 	 	Six Months Ended June 30,	 	
 	 	2010	 	 	2009	 	 	2010	 	 	2009	 	
Revenue	 	$	1,786,696	 	 	$	1,390,331	 	 	$	3,369,966	 	 	$	2,769,417	 	
Cost of goods and services	 	 	1,097,998	 	 	 	897,021	 	 	 	2,069,111	 	 	 	1,793,963	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	 	 	688,698	 	 	 	493,310	 	 	 	1,300,855	 	 	 	975,454	 	
Selling and administrative expenses	 	 	423,809	 	 	 	364,962	 	 	 	832,978	 	 	 	732,352	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating earnings	 	 	264,889	 	 	 	128,348	 	 	 	467,877	 	 	 	243,102	 	
Interest expense, net	 	 	26,942	 	 	 	24,840	 	 	 	54,111	 	 	 	47,238	 	
Other expense (income), net	 	 	(4,708	)	 	 	1,513	 	 	 	(5,949	)	 	 	(223	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total interest/other expense, net	 	 	22,234	 	 	 	26,353	 	 	 	48,162	 	 	 	47,015	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings before provision for income taxes and discontinued operations	 	 	242,655	 	 	 	101,995	 	 	 	419,715	 	 	 	196,087	 	
Provision for income taxes	 	 	70,762	 	 	 	1,121	 	 	 	126,337	 	 	 	34,118	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings from continuing operations	 	 	171,893	 	 	 	100,874	 	 	 	293,378	 	 	 	161,969	 	
Loss from discontinued operations, net	 	 	(2,023	)	 	 	(3,794	)	 	 	(15,381	)	 	 	(11,463	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings	 	$	169,870	 	 	$	97,080	 	 	$	277,997	 	 	$	150,506	 	

Basic earnings (loss) per common share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings from continuing operations	 	$	0.92	 	 	$	0.54	 	 	$	1.57	 	 	$	0.87	 	
Loss from discontinued operations, net	 	 	(0.01	)	 	 	(0.02	)	 	 	(0.08	)	 	 	(0.06	)	
Net earnings	 	 	0.91	 	 	 	0.52	 	 	 	1.49	 	 	 	0.81	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding	 	 	186,823	 	 	 	186,070	 	 	 	186,998	 	 	 	186,041	 	

Diluted earnings (loss) per common share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings from continuing operations	 	$	0.91	 	 	$	0.54	 	 	$	1.55	 	 	$	0.87	 	
Loss from discontinued operations, net	 	 	(0.01	)	 	 	(0.02	)	 	 	(0.08	)	 	 	(0.06	)	
Net earnings	 	 	0.90	 	 	 	0.52	 	 	 	1.47	 	 	 	0.81	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares outstanding	 	 	188,720	 	 	 	186,292	 	 	 	188,948	 	 	 	186,198	 	

Dividends paid per common share	 	$	0.26	 	 	$	0.25	 	 	$	0.52	 	 	$	0.50	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
The following table is a reconciliation of the share amounts used in computing earnings per share:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended June 30,	 	Six Months Ended June 30,	
 	 	2010	 	2009	 	2010	 	2009	
Weighted average shares outstanding — Basic	 	 	186,823	 	 	 	186,070	 	 	 	186,998	 	 	 	186,041	 	
Dilutive effect of assumed exercise of employee
stock options, SAR’s and performance shares	 	 	1,897	 	 	 	222	 	 	 	1,950	 	 	 	157	 	

Weighted average shares outstanding — Diluted	 	 	188,720	 	 	 	186,292	 	 	 	188,948	 	 	 	186,198	 	

Anti-dilutive options/SAR’s excluded from diluted EPS computation	 	 	3,790	 	 	 	13,365	 	 	 	1,501	 	 	 	13,538	 	
See Notes to Condensed Consolidated Financial Statements
1

Table of Contents
DOVER CORPORATION CONDENSED

CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
(unaudited)
 	 	 	 	 	 	 	 	 	
 	 	June 30, 2010	 	 	December 31, 2009	 	
Current assets:	 	 	 	 	 	 	 	 	
Cash and equivalents	 	$	738,817	 	 	$	714,365	 	
Short-term investments	 	 	234,720	 	 	 	223,809	 	
Receivables, net of allowances of $38,765 and $41,832	 	 	1,076,132	 	 	 	878,754	 	
Inventories, net	 	 	671,682	 	 	 	570,858	 	
Prepaid and other current assets	 	 	56,677	 	 	 	64,922	 	
Deferred tax asset	 	 	68,038	 	 	 	69,999	 	
 	 	 	 	 	 	 	
Total current assets	 	 	2,846,066	 	 	 	2,522,707	 	
 	 	 	 	 	 	 	
Property, plant and equipment, net	 	 	819,827	 	 	 	828,922	 	
Goodwill	 	 	3,313,802	 	 	 	3,350,217	 	
Intangible assets, net	 	 	908,224	 	 	 	950,748	 	
Other assets and deferred charges	 	 	114,115	 	 	 	113,108	 	
Assets of discontinued operations	 	 	81,273	 	 	 	116,701	 	
 	 	 	 	 	 	 	
Total assets	 	$	8,083,307	 	 	$	7,882,403	 	
 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Notes payable and current maturities of long-term debt	 	$	83,705	 	 	$	35,624	 	
Accounts payable	 	 	493,474	 	 	 	357,004	 	
Accrued compensation and employee benefits	 	 	214,913	 	 	 	210,804	 	
Accrued insurance	 	 	105,073	 	 	 	107,455	 	
Other accrued expenses	 	 	236,692	 	 	 	219,295	 	
Federal and other taxes on income	 	 	125,992	 	 	 	38,994	 	
 	 	 	 	 	 	 	
Total current liabilities	 	 	1,259,849	 	 	 	969,176	 	
 	 	 	 	 	 	 	
Long-term debt	 	 	1,790,642	 	 	 	1,825,260	 	
Deferred income taxes	 	 	274,804	 	 	 	292,344	 	
Other deferrals	 	 	550,980	 	 	 	573,137	 	
Liabilities of discontinued operations	 	 	121,759	 	 	 	138,878	 	
Commitments and contingent liabilities	 	 	 	 	 	 	 	 	
Stockholders’ Equity:	 	 	 	 	 	 	 	 	
Total stockholders’ equity	 	 	4,085,273	 	 	 	4,083,608	 	
 	 	 	 	 	 	 	
Total liabilities and stockholders’ equity	 	$	8,083,307	 	 	$	7,882,403	 	
 	 	 	 	 	 	 	
See Notes to Condensed Consolidated Financial Statements
2

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DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	Accumulated	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Common	 	 	Additional	 	 	Other	 	 	 	 	 	 	 	 	 	 	Total	 	
 	 	Stock	 	 	Paid-In	 	 	Comprehensive	 	 	Retained	 	 	Treasury	 	 	Stockholders’	 	
 	 	$1 Par Value	 	 	Capital	 	 	Earnings (Loss)	 	 	Earnings	 	 	Stock	 	 	Equity	 	
Balance at December 31, 2009	 	$	247,342	 	 	$	497,291	 	 	$	84,842	 	 	$	5,453,022	 	 	$	(2,198,889	)	 	$	4,083,608	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net earnings	 	 	—	 	 	 	—	 	 	 	—	 	 	 	277,997	 	 	 	—	 	 	 	277,997	 	
Dividends paid	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(97,277	)	 	 	—	 	 	 	(97,277	)	
Common stock issued for options exercised	 	 	1,132	 	 	 	39,442	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	40,574	 	
Tax benefit from the exercise of stock options	 	 	—	 	 	 	2,216	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,216	 	
Stock-based compensation expense	 	 	—	 	 	 	12,125	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	12,125	 	
Common stock acquired	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(64,454	)	 	 	(64,454	)	
Translation of foreign financial statements	 	 	—	 	 	 	—	 	 	 	(171,465	)	 	 	—	 	 	 	—	 	 	 	(171,465	)	
Unrealized holding gains, net of tax	 	 	—	 	 	 	—	 	 	 	461	 	 	 	—	 	 	 	—	 	 	 	461	 	
SFAS 158 amortization, net of tax	 	 	—	 	 	 	—	 	 	 	1,488	 	 	 	—	 	 	 	—	 	 	 	1,488	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at June 30, 2010	 	$	248,474	 	 	$	551,074	 	 	$	(84,674	)	 	$	5,633,742	 	 	$	(2,263,343	)	 	$	4,085,273	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Preferred Stock; $100 par value per share; 100,000 shares authorized; no shares issued.
See Notes to Condensed Consolidated Financial Statements
3

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DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
(unaudited)
 	 	 	 	 	 	 	 	 	
 	 	Six Months Ended June 30,	 	
 	 	2010	 	 	2009	 	
Operating Activities of Continuing Operations	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Net earnings	 	$	277,997	 	 	$	150,506	 	
 	 	 	 	 	 	 	 	 	
Adjustments to reconcile net earnings to net cash from operating activities:	 	 	 	 	 	 	 	 	
Loss from discontinued operations	 	 	15,381	 	 	 	11,463	 	
Depreciation and amortization	 	 	132,013	 	 	 	127,560	 	
Stock-based compensation	 	 	12,963	 	 	 	11,039	 	
Gain on sale of assets	 	 	(5,088	)	 	 	—	 	
Cash effect of changes in current assets and liabilities (excluding effects of acquisitions, dispositions and foreign exchange):	 	 	 	 	 	 	 	 	
Accounts receivable	 	 	(228,007	)	 	 	152,340	 	
Inventories	 	 	(114,408	)	 	 	58,915	 	
Prepaid expenses and other assets	 	 	7,715	 	 	 	(24,665	)	
Accounts payable	 	 	151,731	 	 	 	(26,839	)	
Accrued expenses	 	 	29,689	 	 	 	(119,433	)	
Accrued and deferred taxes, net	 	 	69,834	 	 	 	(14,512	)	
Other non-current, net	 	 	(31,555	)	 	 	(19,072	)	
 	 	 	 	 	 	 	
Net cash provided by operating activities of continuing operations	 	 	318,265	 	 	 	307,302	 	

Investing Activities of Continuing Operations	 	 	 	 	 	 	 	 	
Proceeds from sales of short-term investments	 	 	304,278	 	 	 	226,794	 	
Purchase of short-term investments	 	 	(350,583	)	 	 	(96,193	)	
Proceeds from the sale of property, plant and equipment	 	 	11,315	 	 	 	8,727	 	
Additions to property, plant and equipment	 	 	(86,281	)	 	 	(58,451	)	
Proceeds from the sales of businesses	 	 	4,500	 	 	 	1,375	 	
Acquisitions (net of cash and cash equivalents acquired)	 	 	(9,985	)	 	 	(34,288	)	
 	 	 	 	 	 	 	
Net cash (used in) provided by investing activities of continuing operations	 	 	(126,756	)	 	 	47,964	 	

Financing Activities of Continuing Operations	 	 	 	 	 	 	 	 	
Change in notes payable, net	 	 	30,000	 	 	 	(92,270	)	
Reduction of long-term debt	 	 	(16,537	)	 	 	(14,545	)	
Purchase of common stock	 	 	(64,454	)	 	 	—	 	
Proceeds from exercise of stock options, including tax benefits	 	 	42,787	 	 	 	3,966	 	
Dividends to stockholders	 	 	(97,277	)	 	 	(93,033	)	
 	 	 	 	 	 	 	
Net cash provided by (used in) financing activities of continuing operations	 	 	(105,481	)	 	 	(195,882	)	

Cash Flows from Discontinued Operations	 	 	 	 	 	 	 	 	
Net cash used in operating activities of discontinued operations	 	 	(1,434	)	 	 	(18,664	)	
Net cash used in investing activities of discontinued operations	 	 	(140	)	 	 	(244	)	
 	 	 	 	 	 	 	
Net cash used in discontinued operations	 	 	(1,574	)	 	 	(18,908	)	

Effect of exchange rate changes on cash and cash equivalents	 	 	(60,002	)	 	 	5,675	 	

Net increase in cash and cash equivalents	 	 	24,452	 	 	 	146,151	 	
Cash and cash equivalents at beginning of period	 	 	714,365	 	 	 	547,409	 	

Cash and cash equivalents at end of period	 	$	738,817	 	 	$	693,560	 	
 	 	 	 	 	 	 	
See Notes to Condensed Consolidated Financial Statements
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements, in accordance with Securities and Exchange Commission (“SEC”) rules for interim periods, do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements and should be read in conjunction with the Dover Corporation (“Dover” or the “Company”) Annual Report on Form 10-K for the year ended December 31, 2009, which provides a more complete understanding of the Company’s accounting policies, financial position, operating results, business properties and other matters. The year-end condensed consolidated balance sheet was derived from audited financial statements. It is the opinion of management that these financial statements reflect all adjustments necessary for a fair statement of the interim results. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year.
2. Acquisitions
The following table details the acquisitions made during the six months ended June 30, 2010.
2010 Acquisitions
 	 	 	 	 	 	 	 	 	 	 	 	 	
Date	 	Type	 	Company Acquired	 	Location (Near)	 	Segment	 	Platform	 	Company	
May 4	 	Stock	 	BSC Filters	 	York, UK	 	Electronic Technologies	 	N/A	 	Ceramic & Microwave Products Group	
June 1	 	Asset	 	Chemilizer	 	Largo, FL	 	Fluid Management	 	Fluid Solutions	 	HydroSystems	
The 2010 acquisitions are wholly-owned and had an aggregate cost of $10.0 million, net of cash acquired, at the dates of acquisition. The Company is in the process of finalizing appraisals of tangible and intangible assets and continuing to evaluate the initial purchase price allocations for the 2010 acquisitions. Accordingly, management has used its best estimate in the preliminary purchase price allocations as of the date of these financial statements.
During the six months ended June 30, 2010, the Company recorded adjustments to goodwill by allocating $15.6 million primarily to customer-related intangibles and property, plant and equipment.
The following unaudited pro forma information illustrates the effect on the Company’s revenue and net earnings for the three and six months ended June 30, 2010 and 2009, assuming that the 2010 and 2009 acquisitions had all taken place as of the beginning of the periods presented.
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended June 30,	 	Six Months Ended June 30,	
(in thousands, except per share figures)	 	2010	 	2009	 	2010	 	2009	
Revenue from continuing operations:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
As reported	 	$	1,786,696	 	 	$	1,390,331	 	 	$	3,369,966	 	 	$	2,769,417	 	
Pro forma	 	 	1,787,770	 	 	 	1,442,956	 	 	 	3,373,364	 	 	 	2,905,938	 	
Net earnings from continuing operations:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
As reported	 	$	171,893	 	 	$	100,874	 	 	$	293,378	 	 	$	161,969	 	
Pro forma	 	 	172,007	 	 	 	103,175	 	 	 	293,709	 	 	 	166,707	 	
Basic earnings per share from continuing operations:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
As reported	 	$	0.92	 	 	$	0.54	 	 	$	1.57	 	 	$	0.87	 	
Pro forma	 	 	0.92	 	 	 	0.55	 	 	 	1.57	 	 	 	0.90	 	
Diluted earnings per share from continuing operations:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
As reported	 	$	0.91	 	 	$	0.54	 	 	$	1.55	 	 	$	0.87	 	
Pro forma	 	 	0.91	 	 	 	0.55	 	 	 	1.55	 	 	 	0.90	 	
These pro forma results of operations have been prepared for comparative purposes only and include certain adjustments to actual financial results for the periods presented, such as imputed financing costs, and estimated additional amortization and depreciation expense as a result of intangibles and fixed assets acquired, measured at fair value. They do not purport to be indicative of the results of operations that actually would have resulted had the acquisitions occurred on the date indicated or that may result in the future.
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
In connection with certain acquisitions that occurred prior to January 1, 2009, the Company had established reserves related to severance and facility closings as a component of the purchase price allocation. As of June 30, 2010, these reserves have been substantially paid out.
3. Inventories, net
The following table displays the components of inventory:
 	 	 	 	 	 	 	 	 	
(in thousands)	 	June 30, 2010	 	 	December 31, 2009	 	
Raw materials	 	$	317,567	 	 	$	291,340	 	
Work in progress	 	 	163,002	 	 	 	136,726	 	
Finished goods	 	 	241,111	 	 	 	191,853	 	
 	 	 	 	 	 	 	
Subtotal	 	 	721,680	 	 	 	619,919	 	
Less LIFO reserve	 	 	49,998	 	 	 	49,061	 	
 	 	 	 	 	 	 	
Total	 	$	671,682	 	 	$	570,858	 	
 	 	 	 	 	 	 	
4. Property, Plant and Equipment, net
The following table details the components of property, plant and equipment, net:
 	 	 	 	 	 	 	 	 	
(in thousands)	 	June 30, 2010	 	 	December 31, 2009	 	
Land	 	$	49,377	 	 	$	48,010	 	
Buildings and improvements	 	 	553,563	 	 	 	555,262	 	
Machinery, equipment and other	 	 	1,845,899	 	 	 	1,840,638	 	
 	 	 	 	 	 	 	
 	 	 	2,448,839	 	 	 	2,443,910	 	
Accumulated depreciation	 	 	(1,629,012	)	 	 	(1,614,988	)	
 	 	 	 	 	 	 	
Total	 	$	819,827	 	 	$	828,922	 	
 	 	 	 	 	 	 	
5. Fair Value of Financial Instruments
The carrying amount of cash and cash equivalents, trade receivables, accounts payable, notes payable and accrued expenses approximated fair value as of June 30, 2010 and December 31, 2009 due to the short maturity of less than one year for these instruments.
Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instruments categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value. Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities. Level 3 inputs are unobservable inputs that are supported by little or no market activity that are significant to the fair value of the assets or liabilities.
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis by the level within the fair value hierarchy as of June 30, 2010 and December 31, 2009:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	June 30, 2010	 	December 31, 2009	
(in thousands)	 	Level 1	 	Level 2	 	Level 3	 	Level 1	 	Level 2	 	Level 3	
Short-term investments	 	$	234,720	 	 	$	—	 	 	$	—	 	 	$	223,809	 	 	$	—	 	 	$	—	 	
Short-term investments are included in current assets in the Unaudited Condensed Consolidated Balance Sheets, and generally consist of investment grade time deposits with original maturities between three months and one year.
6. Goodwill and Other Intangible Assets
The following table provides the changes in carrying value of goodwill by segment for the six months ended June 30, 2010:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Balance at December 31, 2009	 	 	 	 	 	 	 	 	 	 	 	 	 	Balance at	
 	 	Gross Carrying	 	Accumulated	 	 	 	 	 	2010	 	Purchase Price	 	 	 	June 30, 2010	
(in thousands)	 	Amount	 	Impairment	 	Net Goodwill	 	Acquisitions	 	Adjustments	 	Other (A)	 	Net Goodwill	
Electronic Technologies	 	$	979,506	 	 	$	—	 	 	$	979,506	 	 	$	5,197	 	 	$	—	 	 	$	(13,430	)	 	$	971,273	 	
Industrial Products	 	 	1,020,202	 	 	 	(99,751	)	 	 	920,451	 	 	 	—	 	 	 	—	 	 	 	(1,310	)	 	 	919,141	 	
Fluid Management	 	 	677,903	 	 	 	(59,971	)	 	 	617,932	 	 	 	2,220	 	 	 	(1,590	)	 	 	(3,533	)	 	 	615,029	 	
Engineered Systems	 	 	832,328	 	 	 	—	 	 	 	832,328	 	 	 	—	 	 	 	(14,016	)	 	 	(9,953	)	 	 	808,359	 	
 	 	 	
Total	 	$	3,509,939	 	 	$	(159,722	)	 	$	3,350,217	 	 	$	7,417	 	 	$	(15,606	)	 	$	(28,226	)	 	$	3,313,802	 	

 	 	 	
(A)	 	Primarily currency translation adjustments	
The following table provides the gross carrying value and accumulated amortization for each major class of intangible asset:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	June 30, 2010	 	 	December 31, 2009	 	
 	 	Gross Carrying	 	 	Accumulated	 	 	Gross Carrying	 	 	Accumulated	 	
(in thousands)	 	Amount	 	 	Amortization	 	 	Amount	 	 	Amortization	 	
Amortized Intangible Assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Trademarks	 	$	74,122	 	 	$	18,736	 	 	$	72,790	 	 	$	16,492	 	
Patents	 	 	130,646	 	 	 	89,265	 	 	 	128,041	 	 	 	84,092	 	
Customer Intangibles	 	 	766,693	 	 	 	297,601	 	 	 	764,865	 	 	 	267,558	 	
Unpatented Technologies	 	 	129,498	 	 	 	78,121	 	 	 	134,822	 	 	 	75,244	 	
Non-Compete Agreements	 	 	3,396	 	 	 	3,332	 	 	 	3,396	 	 	 	3,310	 	
Drawings & Manuals	 	 	13,252	 	 	 	6,970	 	 	 	11,922	 	 	 	6,523	 	
Distributor Relationships	 	 	73,131	 	 	 	22,773	 	 	 	73,230	 	 	 	20,974	 	
Other	 	 	21,672	 	 	 	13,506	 	 	 	20,344	 	 	 	12,722	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	 	1,212,410	 	 	 	530,304	 	 	 	1,209,410	 	 	 	486,915	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Unamortized Intangible Assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Trademarks	 	 	226,118	 	 	 	 	 	 	 	228,253	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Intangible Assets	 	$	1,438,528	 	 	$	530,304	 	 	$	1,437,663	 	 	$	486,915	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Amortization expense totaled $25.9 million and $24.3 million for the three months ended June 30, 2010 and 2009, respectively. For the six months ended June 30, 2010 and 2009, amortization expense was $51.7 million and $48.9 million, respectively.
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
7. Income Taxes
The Company’s provision for income taxes for continuing operations in interim periods is computed by applying its estimated annual effective tax rate against earnings before income tax expense for the period. In addition, non-recurring or discrete items are recorded during the period in which they occur. The effective tax rates for the three and six months ended June 30, 2010 were 29.2% and 30.1% compared to the prior year rates of 1.1% and 17.4%, respectively. The mix of non-U.S. earnings in low-tax jurisdictions had a positive impact on the effective tax rates for the three and six months ended June 30, 2010 as compared to the prior year periods, excluding the benefit of a $28.4 million favorable tax settlement in the second quarter of 2009.
8. Discontinued Operations
During the first quarter of 2010, the Company sold a business for net consideration of $7.5 million, resulting in a net after-tax loss of approximately $13.1 million. During the second quarter of 2010, the loss was increased by approximately $0.9 million, net of tax, upon settlement of a $1.5 million working capital adjustment related to the sale. During the six months ended June 30, 2009, the Company recorded adjustments to the carrying value of a business held for sale and other adjustments resulting in a net after-tax loss of approximately $7.4 million.
Summarized results of the Company’s discontinued operations are as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended June 30,	 	 	Six Months Ended June 30,	 	
(in thousands)	 	2010	 	 	2009	 	 	2010	 	 	2009	 	
Revenue	 	$	—	 	 	$	13,457	 	 	$	9,380	 	 	$	26,333	 	

Loss on sale, net of taxes (1)	 	$	(926	)	 	$	(9	)	 	$	(14,203	)	 	$	(7,454	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss from operations before taxes	 	 	(323	)	 	 	(2,912	)	 	 	102	 	 	 	(2,884	)	
Benefit (provision) for income taxes	 	 	(774	)	 	 	(873	)	 	 	(1,280	)	 	 	(1,125	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Loss from discontinued operations, net of tax	 	$	(2,023	)	 	$	(3,794	)	 	$	(15,381	)	 	$	(11,463	)	

 	 	 	
(1)	 	Includes impairments in 2009.	
The Company currently has no businesses held for sale in discontinued operations. At June 30, 2010, the assets and liabilities of discontinued operations primarily represent residual amounts for deferred tax assets, short and long-term reserves, and contingencies related to businesses previously sold. Additional detail related to the assets and liabilities of the Company’s discontinued operations is as follows:
 	 	 	 	 	 	 	 	 	
(in thousands)	 	June 30, 2010	 	 	December 31, 2009	 	
Assets of Discontinued Operations	 	 	 	 	 	 	 	 	
Current assets	 	$	54,399	 	 	$	73,284	 	
Non-current assets	 	 	26,874	 	 	 	43,417	 	
 	 	 	 	 	 	 	
 	 	$	81,273	 	 	$	116,701	 	

Liabilities of Discontinued Operations	 	 	 	 	 	 	 	 	
Current liabilities	 	$	15,425	 	 	$	25,919	 	
Non-current liabilities	 	 	106,334	 	 	 	112,959	 	
 	 	 	 	 	 	 	
 	 	$	121,759	 	 	$	138,878	 	
 	 	 	 	 	 	 	
9. Hedging Activities and Debt
Hedging Activities
The Company periodically enters into financial transactions specifically to hedge its exposures to various items, including, but not limited to, interest rate and foreign exchange rate risk. The Company does not enter into derivative financial instruments for speculative purposes and does not have a material portfolio of derivative financial instruments.
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
In accordance with the provision of ASC 815, Derivatives and Hedging, the Company recognizes all derivatives as either assets or liabilities on the balance sheet and measures those instruments at fair value. If the derivative is designated as a fair value hedge and is effective, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings in the same period. If the derivative is designated as a cash flow hedge, the effective portion of change in the fair value of the derivative is recorded in other comprehensive earnings and is recognized in the statement of operations when the hedged item affects income. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings.
The Company currently has an outstanding swap agreement for a total notional amount of $50.0 million in exchange for CHF 65.1 million. This agreement hedges a portion of the Company’s net investment in non-U.S. operations and the fair value outstanding at June 30, 2010 reflects a loss of $10.7 million which was based on quoted market prices for similar instruments (using Level 2 inputs under the provisions of ASC 820). The change in fair value of this hedge is recorded in cumulative translation adjustments, and the corresponding $10.7 million liability is recorded in other deferrals in the unaudited Condensed Consolidated Balance Sheet. This hedge is effective.
The Company’s other hedging activity is not significant; therefore tabular disclosures are not presented. There are no amounts excluded from the assessment of hedge effectiveness and there are no credit risk related contingent features in the Company’s derivative instruments. In addition, the amount of gains or losses from hedging activity recorded in earnings and the amount of unrealized gains or losses from cash flow hedges which are expected to be reclassified to earnings in the next twelve months are not significant to the Company.
Debt
The Company’s long-term debt with a book value of $1,844.3 million, of which $53.7 million is current and payable in less than one year, had a fair value of approximately $2,071.2 million at June 30, 2010. The estimated fair value of the long-term debt is based on quoted market prices for similar issues.
10. Commitments and Contingent Liabilities
A few of the Company’s subsidiaries are involved in legal proceedings relating to the cleanup of waste disposal sites identified under federal and state statutes which provide for the allocation of such costs among “potentially responsible parties.” In each instance, the extent of the Company’s liability appears to be very small in relation to the total projected expenditures and the number of other “potentially responsible parties” involved and is anticipated to be immaterial to the Company. In addition, a few of the Company’s subsidiaries are involved in ongoing remedial activities at certain current and former plant sites, in cooperation with regulatory agencies, and appropriate reserves have been established.
The Company and certain of its subsidiaries are also parties to a number of other legal proceedings incidental to their businesses. These proceedings primarily involve claims by private parties alleging injury arising out of use of the Company’s products, exposure to hazardous substances, patent infringement, employment matters and commercial disputes. Management and legal counsel, at least quarterly, review the probable outcome of such proceedings, the costs and expenses reasonably expected to be incurred, the availability and extent of insurance coverage, and established reserves. While it is not possible at this time to predict the outcome of these legal actions or any need for additional reserves, in the opinion of management, based on these reviews, it is unlikely that the disposition of the lawsuits and the other matters mentioned above will have a material adverse effect on the financial position, results of operations or cash flows of the Company.
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Estimated warranty program claims are provided for at the time of sale. Amounts provided for are based on historical costs and adjusted new claims. The changes in the carrying amount of product warranties through June 30, 2010 and 2009 are as follows:
 	 	 	 	 	 	 	 	 	
(in thousands)	 	2010	 	 	2009	 	
Beginning Balance, January 1	 	$	59,713	 	 	$	56,137	 	
Provision for warranties	 	 	19,728	 	 	 	15,219	 	
Increase from acquisitions/dispositions	 	 	37	 	 	 	2,737	 	
Settlements made	 	 	(18,364	)	 	 	(16,924	)	
Other adjustments, including currency translation	 	 	(1,932	)	 	 	66	 	
 	 	 	 	 	 	 	
Ending Balance, June 30	 	$	59,182	 	 	$	57,235	 	
 	 	 	 	 	 	 	
From time to time, the Company will initiate various restructuring programs at its operating companies and incur severance and other restructuring costs. For the three months ended June 30, 2010, the restructuring charges of $0.2 million were recorded in selling and administrative expenses. For the six months ended June 30, 2010, $0.7 million and $1.5 million of restructuring charges were recorded in cost of goods and services and selling and administrative expenses, respectively.
The following table details the Company’s severance and other restructuring reserve activity:
 	 	 	 	 	 	 	 	 	 	 	 	 	
(in thousands)	 	Severance	 	 	Exit	 	 	Total	 	
At December 31, 2009	 	$	8,152	 	 	$	8,619	 	 	$	16,771	 	
Provision	 	 	1,471	 	 	 	777	 	 	 	2,248	 	
Payments	 	 	(7,242	)	 	 	(3,262	)	 	 	(10,504	)	
Other, including impairments	 	 	(364	)	 	 	(541	)	 	 	(905	)	
 	 	 	 	 	 	 	 	 	 	
At June 30, 2010	 	$	2,017	 	 	$	5,593	 	 	$	7,610	 	
 	 	 	 	 	 	 	 	 	 	
The following table details restructuring charges incurred by segment for the periods presented:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended June 30,	 	 	Six Months Ended June 30,	 	
(in thousands)	 	2010	 	 	2009	 	 	2010	 	 	2009	 	
Industrial Products	 	$	463	 	 	$	5,663	 	 	$	796	 	 	$	12,097	 	
Engineered Systems	 	 	310	 	 	 	3,916	 	 	 	426	 	 	 	11,636	 	
Fluid Management	 	 	(489	)	 	 	1,789	 	 	 	768	 	 	 	4,304	 	
Electronic Technologies	 	 	(87	)	 	 	7,043	 	 	 	258	 	 	 	25,590	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	197	 	 	$	18,411	 	 	$	2,248	 	 	$	53,627	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
11. Employee Benefit Plans
The following tables set forth the components of the Company’s net periodic expense relating to retirement and post-retirement benefit plans:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Retirement Plan Benefits	 	
 	 	Three Months Ended June 30,	 	 	Six Months Ended June 30,	 	
(in thousands)	 	2010	 	 	2009	 	 	2010	 	 	2009	 	
Expected return on plan assets	 	$	(9,621	)	 	$	(8,547	)	 	$	(19,242	)	 	$	(17,094	)	
Benefits earned during period	 	 	4,850	 	 	 	5,003	 	 	 	9,700	 	 	 	10,006	 	
Interest accrued on benefit obligation	 	 	9,632	 	 	 	9,268	 	 	 	19,264	 	 	 	18,536	 	
Curtailment gain	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(337	)	
Amortization (A):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Prior service cost	 	 	2,158	 	 	 	2,249	 	 	 	4,316	 	 	 	4,498	 	
Recognized actuarial loss	 	 	1,367	 	 	 	1,298	 	 	 	2,734	 	 	 	2,596	 	
Transition obligation	 	 	(11	)	 	 	(10	)	 	 	(22	)	 	 	(20	)	
Other	 	 	20	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net periodic expense	 	$	8,395	 	 	$	9,261	 	 	$	16,750	 	 	$	18,185	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Post-Retirement Benefits	 	
 	 	Three Months Ended June 30,	 	 	Six Months Ended June 30,	 	
(in thousands)	 	2010	 	 	2009	 	 	2010	 	 	2009	 	
Expected return on plan assets	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	
Benefits earned during period	 	 	70	 	 	 	79	 	 	 	139	 	 	 	158	 	
Interest accrued on benefit obligation	 	 	212	 	 	 	240	 	 	 	420	 	 	 	480	 	
Amortization (A):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Prior service cost	 	 	(98	)	 	 	(43	)	 	 	(200	)	 	 	(86	)	
Recognized actuarial gain	 	 	(103	)	 	 	(107	)	 	 	(203	)	 	 	(214	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net periodic expense	 	$	81	 	 	$	169	 	 	$	156	 	 	$	338	 	

 	 	 	
(A)	 	A portion of the current year amortization amounts are recorded as increases to accumulated other comprehensive income totaling approximately $0.2 million, net of tax, and $2.3 million, net of tax, for the three months ended June 30, 2010 and 2009, respectively, and $1.5 million, net of tax and $4.6 million, net of tax, for the six months ended June 30, 2010 and 2009, respectively.	
12. Comprehensive Earnings
Comprehensive earnings were as follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended June 30,	 	 	Six Months Ended June 30,	 	
(in thousands)	 	2010	 	 	2009	 	 	2010	 	 	2009	 	
Net Earnings	 	$	169,870	 	 	$	97,080	 	 	$	277,997	 	 	$	150,506	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Foreign currency translation adjustment	 	 	(86,198	)	 	 	69,193	 	 	 	(171,465	)	 	 	33,517	 	
Unrealized holding gains (losses), net of tax	 	 	(15	)	 	 	8	 	 	 	33	 	 	 	99	 	
Derivative cash flow hedges, net of tax	 	 	463	 	 	 	392	 	 	 	428	 	 	 	1,025	 	
SFAS 158 amortization, net of tax	 	 	161	 	 	 	2,308	 	 	 	1,488	 	 	 	4,616	 	

Comprehensive Earnings	 	$	84,281	 	 	$	168,981	 	 	$	108,481	 	 	$	189,763	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
13. Segment Information
For management reporting and performance evaluation purposes, the Company categorizes its operating companies into four distinct reportable segments. Segment financial information and a reconciliation of segment results to consolidated results follows:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months ended June 30	 	 	Six Months Ended June 30,	 	
(in thousands)	 	2010	 	 	2009	 	 	2010	 	 	2009	 	
REVENUE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Industrial Products	 	$	462,386	 	 	$	382,948	 	 	$	891,184	 	 	$	817,739	 	
Engineered Systems	 	 	577,121	 	 	 	467,417	 	 	 	1,061,394	 	 	 	868,201	 	
Fluid Management	 	 	403,674	 	 	 	295,270	 	 	 	784,474	 	 	 	626,042	 	
Electronic Technologies	 	 	345,607	 	 	 	245,953	 	 	 	636,596	 	 	 	459,988	 	
Intra-segment eliminations	 	 	(2,092	)	 	 	(1,257	)	 	 	(3,682	)	 	 	(2,553	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total consolidated revenue	 	$	1,786,696	 	 	$	1,390,331	 	 	$	3,369,966	 	 	$	2,769,417	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
EARNINGS FROM CONTINUING OPERATIONS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Segment Earnings:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Industrial Products	 	$	61,635	 	 	$	25,421	 	 	$	112,674	 	 	$	59,966	 	
Engineered Systems	 	 	84,655	 	 	 	57,462	 	 	 	139,498	 	 	 	100,767	 	
Fluid Management	 	 	96,168	 	 	 	55,573	 	 	 	182,935	 	 	 	131,014	 	
Electronic Technologies	 	 	59,582	 	 	 	17,993	 	 	 	104,487	 	 	 	5,883	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total segments	 	 	302,040	 	 	 	156,449	 	 	 	539,594	 	 	 	297,630	 	
Corporate expense / other	 	 	(32,443	)	 	 	(29,614	)	 	 	(65,768	)	 	 	(54,305	)	
Net interest expense	 	 	(26,942	)	 	 	(24,840	)	 	 	(54,111	)	 	 	(47,238	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings from continuing operations before provision for income taxes and discontinued operations	 	 	242,655	 	 	 	101,995	 	 	 	419,715	 	 	 	196,087	 	
Provision for taxes	 	 	70,762	 	 	 	1,121	 	 	 	126,337	 	 	 	34,118	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings from continuing operations — total consolidated	 	$	171,893	 	 	$	100,874	 	 	$	293,378	 	 	$	161,969	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
14. Recent Accounting Standards
In January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06 which is intended to improve disclosures about fair value measurements. The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels, the reasons for the transfers and to present information about purchases, sales, issuances and settlements separately in the reconciliation of fair value measurements using significant unobservable inputs (Level 3). Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3). The Company has applied the new disclosure requirements as of January 1, 2010, except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation, which will be effective for interim and annual periods beginning after December 15, 2010. The adoption of this guidance has not had and is not expected to have a material impact on the Company’s consolidated financial statements.
In February 2010, the FASB issued ASU 2010-09 which requires that an SEC filer, as defined, evaluate subsequent events through the date that the financial statements are issued. The update also removed the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated. The adoption of this guidance on January 1, 2010 did not have a material effect on the Company’s consolidated financial statements.
In October 2009, the FASB issued ASU 2009-13 which amends existing guidance for identifying separate deliverables in a revenue-generating transaction where multiple deliverables exist, and provides guidance for allocating and recognizing revenue based on those separate deliverables. The guidance is expected to result in more multiple-deliverable arrangements being separable than under current guidance. This guidance is effective for the Company beginning on January 1, 2011 and is required to be applied prospectively to new or significantly modified revenue arrangements. The Company is currently assessing the impact this guidance may have on its consolidated financial statements.
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
In October 2009, the FASB issued ASU 2009-14 which eliminates tangible products containing both software and non-software components that operate together to deliver a product’s functionality from the scope of current generally accepted accounting principles for software. This guidance is effective for the Company beginning on January 1, 2011 and is required to be applied prospectively to new or significantly modified revenue arrangements. The Company is currently assessing the impact this guidance may have on its consolidated financial statements.
15. Equity Incentive Program
During the six months ended June 30, 2010, the Company issued stock appreciation rights (“SARs”) covering 2,306,440 shares and 68,446 performance shares. During the six months ended June 30, 2009, the Company issued SARs covering 2,796,124 shares and 75,892 performance shares.
The fair value of each SAR grant was estimated on the date of grant using the Black-Scholes option pricing model. The performance share awards are market condition awards and have been assessed at fair value on the date of grant using the Monte Carlo simulation model. The following assumptions were used in determining the fair value of the SARs and performance shares awarded during the respective periods:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	SARs	 	Performance Shares	
 	 	Six months ended June 30,	 	Six months ended June 30,	
 	 	2010	 	2009	 	2010	 	2009	
Risk-free interest rate	 	 	2.77	%	 	 	2.06	%	 	 	1.37	%	 	 	1.23	%	
Dividend yield	 	 	2.33	%	 	 	3.23	%	 	 	2.38	%	 	 	3.23	%	
Expected life (years)	 	 	6.0	 	 	 	6.5	 	 	 	2.9	 	 	 	2.9	 	
Volatility	 	 	31.93	%	 	 	30.47	%	 	 	39.98	%	 	 	30.24	%	
Grant price	 	$	42.88	 	 	$	29.45	 	 	 	n/a	 	 	 	n/a	 	
Fair value at date of grant	 	$	11.66	 	 	$	6.58	 	 	$	57.49	 	 	$	32.80	 	
For the three months ended June 30, 2010 and 2009, after-tax stock-based compensation expense totaled $3.9 million and $3.3 million, respectively. For the six months ended June 30, 2010 and 2009, after-tax stock-based compensation expense totaled $8.4 million and $7.2 million, respectively. Stock-based compensation is reported within selling and administrative expenses in the accompanying Unaudited Condensed Consolidated Statement of Operations.
16. Share Repurchases
In May 2007, the Board of Directors authorized the repurchase of up to 10,000,000 shares through May 2012. During the six months ended June 30, 2010, the Company repurchased 1,340,000 shares of its common stock in the open market and 35,926 shares from the holders of its employee stock options/SARs when they tendered shares as full or partial payment of the exercise price of such options/SARs. A total of 1,375,926 shares were repurchased at an average price of $46.84 per share. Treasury shares increased to 61,843,319 at June 30, 2010 from a balance of 60,467,393 at December 31, 2009.
17. Subsequent Events
The Company assessed events occurring subsequent to June 30, 2010 for potential recognition and disclosure in the Unaudited Condensed Consolidated Financial Statements. No events have occurred that would require adjustment to or disclosure in the Unaudited Condensed Consolidated Financial Statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Refer to the section below entitled “Special Notes Regarding Forward-Looking Statements” for a discussion of factors that could cause actual results to differ from the forward-looking statements contained below and throughout this quarterly report.
OVERVIEW
Dover Corporation (“Dover” or the “Company”) owns 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. Dover discusses its operations at the platform level within the Industrial Products, Engineered Systems and Fluid Management segments, which contain two platforms each. Electronic Technologies’ results are discussed at the segment level.
(1) FINANCIAL CONDITION:
Liquidity and Capital Resources
Management assesses Dover’s liquidity in terms of its ability to generate cash and access capital markets to fund its operating, investing and financing activities. Significant factors affecting liquidity are: cash flows generated from operating activities, capital expenditures, acquisitions, dispositions, dividends, repurchase of outstanding shares, adequacy of commercial paper and available bank lines of credit, and the ability to attract long-term capital with satisfactory terms. The Company generates substantial cash from operations and remains in a strong financial position, maintaining enough liquidity for reinvestment in existing businesses and strategic acquisitions while managing its capital structure on a short and long-term basis.
Cash and cash equivalents of $738.8 million at June 30, 2010 increased $24.4 million from the December 31, 2009 balance of $714.4 million. In addition, short-term investments at June 30, 2010 increased $10.9 million from the balance at December 31, 2009. Cash equivalents were invested in highly liquid investment grade money market instruments with a maturity of less than three months. Short-term investments consist of investment grade time deposits with original maturity dates between three months and one year.
The Company’s total cash, cash equivalents and short-term investment balance of $973.5 million as of June 30, 2010, includes $952.0 million held outside of the United States.
The following table is derived from the Condensed Consolidated Statement of Cash Flows:
 	 	 	 	 	 	 	 	 	
 	 	Six Months Ended June 30,	
Cash Flows from Continuing Operations (in thousands)	 	2010	 	2009	
Net Cash Flows Provided By (Used In):	 	 	 	 	 	 	 	 	
Operating activities	 	$	318,265	 	 	$	307,302	 	
Investing activities	 	 	(126,756	)	 	 	47,964	 	
Financing activities	 	 	(105,481	)	 	 	(195,882	)	
Cash flows provided by operating activities for the first six months of 2010 increased $11.0 million from the prior year period. The increase resulted from the significant improvement in earnings, offset in part by higher working capital investment driven by the increased order and revenue levels.
For the six months ended June 30, 2010, the Company used cash in investing activities of $126.8 million compared to cash generated from investing activities of $48.0 million in the prior year period, with the increased use largely reflecting additional net purchases of short-term investments and higher capital expenditures. Capital expenditures during the six months ended June 30, 2010 were $27.8 million higher than expenditures made in the prior year period, while acquisition expenditures in the current period were $24.3 million lower than expenditures for acquisitions in the prior year. Capital expenditures for the first six months of 2010 primarily relate to capacity expansion requirements of our high-growth businesses. The Company currently anticipates that any additional acquisitions made during the remainder of the year will be funded from available cash and internally generated funds and, if necessary, through the issuance of commercial paper, use of established lines of credit or public debt markets.
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For the six months ended June 30, 2010, cash used in financing activities decreased $90.4 million. The reduced use of cash in the 2010 period compared to the prior year resulted primarily from a net increase of $122.3 million from the issuance of commercial paper for general corporate purposes, as well as higher proceeds from the exercise of employee stock options, offset in part by treasury stock purchases totaling $64.5 million and dividend payments.
Adjusted Working Capital (a non-GAAP measure calculated as accounts receivable, plus inventory, less accounts payable) increased from the prior year end by $161.7 million, or 14.8%, to $1,254.3 million which reflected an increase in receivables of $197.4 million, an increase in inventory of $100.8 million and an increase in accounts payable of $136.5 million generally due to higher sales volume. Excluding acquisitions and the effects of foreign exchange translation, Adjusted Working Capital would have increased by $190.7 million, or 17.5%. “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 18.1% at June 30, 2010 from 19.9% at December 31, 2009 and inventory turns were 6.5 at June 30, 2010 compared to 6.2 at December 31, 2009.
In addition to measuring its cash flow generation and usage based upon the operating, investing and financing classifications included in the Unaudited Condensed Consolidated Statements of Cash Flows, the Company also measures free cash flow (a non-GAAP measure). Management believes that free cash flow is an important measure of operating performance because it provides both management and investors a measurement of cash generated from operations that is available to fund acquisitions, pay dividends, repay debt and repurchase Dover’s common stock. The Company’s free cash flow for the six months ended June 30, 2010 decreased $16.9 million compared to the prior year period, primarily due to the significant investment in working capital and increase in capital expenditures, partially offset by greater earnings on increased sales volume from continuing operations.
The following table is a reconciliation of free cash flow from cash flow provided by operating activities:
 	 	 	 	 	 	 	 	 	
 	 	Six Months Ended June 30,	 	
Free Cash Flow (in thousands)	 	2010	 	 	2009	 	
Cash flow provided by operating activities	 	$	318,265	 	 	$	307,302	 	
Less: Capital expenditures	 	 	86,281	 	 	 	58,451	 	
 	 	 	 	 	 	 	
Free cash flow	 	$	231,984	 	 	$	248,851	 	

Free cash flow as a percentage of revenue	 	 	6.9	%	 	 	9.0	%	
 	 	 	 	 	 	 	
The Company utilizes total debt and net debt-to-total-capitalization calculations to assess its overall financial leverage and capacity and believes the calculations are useful to investors for the same reason. The following table provides a reconciliation of total debt and net debt-to-total-capitalization to the most directly comparable GAAP measures:
 	 	 	 	 	 	 	 	 	
Net Debt to Total Capitalization Ratio (in thousands)	 	June 30, 2010	 	 	December 31, 2009	 	
Current maturities of long-term debt	 	$	53,705	 	 	$	35,624	 	
Commercial paper and other short-term debt	 	 	30,000	 	 	 	—	 	
Long-term debt	 	 	1,790,642	 	 	 	1,825,260	 	
 	 	 	 	 	 	 	
Total debt	 	 	1,874,347	 	 	 	1,860,884	 	
Less: Cash, cash equivalents and short-term investments	 	 	973,537	 	 	 	938,174	 	
 	 	 	 	 	 	 	
Net debt	 	 	900,810	 	 	 	922,710	 	
 	 	 	 	 	 	 	
Add: Stockholders’ equity	 	 	4,085,273	 	 	 	4,083,608	 	
 	 	 	 	 	 	 	
Total capitalization	 	$	4,986,083	 	 	$	5,006,318	 	
 	 	 	 	 	 	 	
Net debt to total capitalization	 	 	18.1	%	 	 	18.4	%	
 	 	 	 	 	 	 	
The total debt level of $1,874.3 million at June 30, 2010 increased $13.5 million from December 31, 2009, primarily due to the issuance of commercial paper offset in part by repayment of $16.5 million of long-term debt. The net debt decrease was due to a larger cash balance generated from operations in the first half of 2010 when compared to the prior year period, partially offset by a higher total debt level.
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The Company’s total long-term debt with a book value of $1,844.3 million, of which $53.7 million is current and payable within one year, had a fair value of approximately $2,071.2 million at June 30, 2010. The estimated fair value of the long-term debt is based on quoted market prices for similar issues.
The Company currently has an outstanding swap agreement for a total notional amount of $50.0 million in exchange for CHF65.1 million. This agreement hedges a portion of the Company’s net investment in non-U.S. operations and the fair value outstanding at June 30, 2010 reflects a loss of $10.7 million which was based on quoted market prices for similar instruments (using Level 2 inputs under the provisions of ASC 820). The change in fair value of this hedge is recorded in cumulative translation adjustments and the corresponding $10.7 million liability is recorded in other deferrals in the unaudited Condensed Consolidated Balance Sheet. This hedge is effective.
(2) RESULTS OF OPERATIONS:
CONSOLIDATED RESULTS OF OPERATIONS
Revenue for the second quarter of 2010 increased 28.5% to $1,786.7 million from the comparable 2009 period, with increases at all of the Company’s segments. The Company’s revenue increase was attributed to organic revenue growth of 23.8%, revenue growth of 3.9% related to acquisitions completed in 2010 and 2009, and a 0.8% favorable impact from foreign exchange. Gross profit increased 39.6% to $688.7 million from the prior year quarter while gross profit margin increased 300 basis points to 38.5%. The increase in gross profit reflects the higher sales volumes, coupled with the impacts of lower restructuring charges on a comparative basis and the benefits realized in the current period from restructuring initiatives executed in the prior year.
Revenue for the first six months of 2010 increased 21.7% to $3,370.0 million from the comparable 2009 period, with increases at all of the Company’s segments. The Company’s revenue increase was attributed to organic revenue growth of 15.4%, revenue growth of 4.5% related to acquisitions completed in 2010 and 2009, and a 1.8% favorable impact from foreign exchange. Gross profit increased 33.4% to $1,300.9 from the prior year period while gross profit margin increased 340 basis points to 38.6%, due to the same drivers as in the quarter.
Selling and administrative expenses of $423.8 million for the second quarter of 2010 increased by 16.1% or $58.8 million over the comparable 2009 period. As a percentage of revenue, these costs decreased to 23.7% from 26.3% in the comparable 2009 period, reflecting increased revenue levels, the benefit of cost containment efforts and productivity savings, and the absence of significant restructuring charges in the current period.
Selling and administrative expenses of $833.0 million for the first half of 2010 increased by 13.7% or $100.6 million over the comparable 2009 period. As a percentage of revenue, these costs decreased to 24.7% from 26.4% in the comparable 2009 period, reflecting increased revenue levels, the benefit of cost containment efforts and productivity savings, and the absence of significant restructuring charges in the current period.
Interest expense, net, for the second quarter of 2010 increased by $2.1 million compared to the same quarter of last year, while interest expense, net, for the first half of 2010 increased by $6.9 million compared to the respective prior year period. In both the three and six month periods, the increase was primarily due to reduced interest income resulting from lower interest rates on short term investment balances. Interest income declined by $2.5 million and $7.1 million for the three and six month periods ended June 30, 2010, respectively, compared to the same periods of 2009.
Other income/(expense), net for the quarter and year to date periods ending June 30, 2010 primarily reflects the impact of foreign exchange fluctuations on assets and liabilities denominated in currencies other than the individual business units’ functional currencies. Other income/(expense), net for the quarter and year to date periods ending June 30, 2009 also reflects the impact of foreign exchange fluctuations on assets and liabilities denominated in currencies other than the individual business units’ functional currencies, while the six month period in 2009 also includes a favorable insurance settlement realized in the first quarter of 2009.
The effective tax rates for continuing operations for the three and six months ended June 30, 2010 were 29.2% and 30.1%, compared to the prior period rates of 1.1% and 17.4%, respectively. Excluding the benefit of a $28.4 million favorable tax settlement in the second quarter of 2009, the effective tax rates for the three and six months ended June 30, 2009 were 28.9% and 31.9%, with the variance to the effective tax rates in the 2010 periods being primarily attributed to the mix of non-U.S.
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earnings in low-tax jurisdictions. With the exception of contested matters, for which an estimate cannot be made due to uncertainties, the Company believes it is reasonably possible that several uncertain tax positions will be settled in the second half of the year.
Earnings from continuing operations for the second quarter increased 70.4% to $171.9 million, or $0.91 diluted EPS (“EPS”), compared to $100.9 million, or $0.54 EPS, in the prior year second quarter. The increase was primarily a result of end-market improvements across all of the Company’s segments driving increased sales volume, coupled with the absence of significant restructuring charges in the current period and the benefits of restructuring initiatives from the prior year. Earnings from continuing operations for the first half of 2010 increased 81.1% to $293.4 million, or $1.55 diluted EPS, compared to $162.0 million, or $0.87 diluted EPS, in the prior year period primarily driven by the same factors.
The loss from discontinued operations for the second quarter of 2010 was $2.0 million, or $0.01 EPS, compared to a second quarter 2009 loss of $3.8 million, or $0.02 EPS. The 2010 loss related primarily to a working capital adjustment and other tax adjustments on previously sold businesses. The 2009 loss related primarily to a loss from operations of $3.8 million, net of tax, related to a business held for sale at the time.
Loss from discontinued operations for the first half of 2010 was $15.4 million, or $0.08 EPS, compared to a loss of $11.5 million, or $0.06 EPS, in the comparable 2009 period. The 2010 loss related primarily to the loss generated by the sale of a business that had been previously reflected as discontinued operations. The 2009 loss related primarily to adjustments to the fair value of a business held for sale at that time.
Severance and Other Restructuring Reserves
From time to time, the Company will initiate various restructuring programs at its operating companies. During 2009, the Company substantially increased the amount of its restructuring efforts in response to the significant decline in global economic activity. The Company does not expect to incur significant restructuring costs during the remainder of 2010 and expects the restructuring costs incurred during the prior year to yield incremental savings of approximately $30 to $40 million in 2010.
At June 30, 2010 and December 31, 2009 the Company had reserves related to severance and other restructuring activities of $7.6 million and $16.8 million, respectively. During the second quarter of 2010, the Company recorded $0.2 million in additional charges and made $3.6 million in payments and other adjustments related to these reserves. The restructuring charges for the quarter were recorded in selling and administrative expenses in the Unaudited Condensed Consolidated Statement of Operations.
During the first half of 2010, the Company recorded $2.2 million in additional charges and made $11.4 million in payments and other adjustments related to these reserves. For the first half of 2010, $0.7 million and $1.5 million of restructuring charges were recorded in cost of goods and services and selling and administrative expenses, respectively, in the Unaudited Condensed Consolidated Statement of Operations.
The following table details the restructuring charges incurred by segment:
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended June 30,	 	 	Six Months Ended June 30,	 	
(in thousands)	 	2010	 	 	2009	 	 	2010	 	 	2009	 	
Industrial Products	 	$	463	 	 	$	5,663	 	 	$	796	 	 	$	12,097	 	
Engineered Systems	 	 	310	 	 	 	3,916	 	 	 	426	 	 	 	11,636	 	
Fluid Management	 	 	(489	)	 	 	1,789	 	 	 	768	 	 	 	4,304	 	
Electronic Technologies	 	 	(87	)	 	 	7,043	 	 	 	258	 	 	 	25,590	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	197	 	 	$	18,411	 	 	$	2,248	 	 	$	53,627	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
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Current Economic Environment
The indications of a global economic recovery were first seen in third quarter 2009 bookings. This trend continued through the fourth quarter and the first half of 2010 has continued to show improvements in bookings and backlog. The structural changes made over the last few years, including becoming less dependent on capital goods markets and having greater recurring revenue, together with improved working capital management, strong pricing discipline and general improvements across most end-markets, are expected to result in 2010 revenue, earnings and margin improvements as compared to 2009. As discussed in the Liquidity and Capital Resources section, the Company believes that existing sources of liquidity are adequate to meet anticipated funding needs.
2010 Outlook
Dover anticipates that 2010 revenue will increase 16% to 18% above 2009 levels. The Company anticipates full year organic growth to be in the range of 13% to 15% (inclusive of foreign currency impact) and acquisition related growth to be around 3% for transactions completed in 2009 and 2010. Based on these assumptions, Dover has projected that its continuing diluted earnings per share for 2010 will be in the range of $3.05 to $3.25 and expects its earnings to follow a traditional pattern. If the global or domestic economic conditions accelerate or deteriorate, Dover’s operating results for 2010 could be materially different than currently projected.
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SEGMENT RESULTS OF OPERATIONS
Industrial Products
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended June 30,	 	 	Six Months Ended June 30,	 	
(in thousands)	 	2010	 	 	2009	 	 	% Change	 	 	2010	 	 	2009	 	 	% Change	 	
Revenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Material Handling	 	$	214,295	 	 	$	153,574	 	 	 	40	%	 	$	403,347	 	 	$	340,225	 	 	 	19	%	
Mobile Equipment	 	 	248,523	 	 	 	229,521	 	 	 	8	%	 	 	488,662	 	 	 	477,813	 	 	 	2	%	
Eliminations	 	 	(432	)	 	 	(147	)	 	 	 	 	 	 	(825	)	 	 	(299	)	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	462,386	 	 	$	382,948	 	 	 	21	%	 	$	891,184	 	 	$	817,739	 	 	 	9	%	

Segment earnings	 	$	61,635	 	 	$	25,421	 	 	 	142	%	 	$	112,674	 	 	$	59,966	 	 	 	88	%	
Operating margin	 	 	13.3	%	 	 	6.6	%	 	 	 	 	 	 	12.6	%	 	 	7.3	%	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisition related depreciation and amortization expense*	 	$	7,620	 	 	$	7,709	 	 	 	-1	%	 	$	15,195	 	 	$	16,096	 	 	 	-6	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bookings	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Material Handling	 	$	223,787	 	 	$	126,224	 	 	 	77	%	 	$	427,885	 	 	$	244,567	 	 	 	75	%	
Mobile Equipment	 	 	288,887	 	 	 	245,937	 	 	 	17	%	 	 	520,015	 	 	 	456,495	 	 	 	14	%	
Eliminations	 	 	(303	)	 	 	(202	)	 	 	 	 	 	 	(710	)	 	 	(224	)	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	512,371	 	 	$	371,959	 	 	 	38	%	 	$	947,190	 	 	$	700,838	 	 	 	35	%	

Backlog	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Material Handling	 	 	 	 	 	 	 	 	 	 	 	 	 	$	140,452	 	 	$	93,247	 	 	 	51	%	
Mobile Equipment	 	 	 	 	 	 	 	 	 	 	 	 	 	 	359,727	 	 	 	368,315	 	 	 	-2	%	
Eliminations	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(257	)	 	 	(143	)	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	499,922	 	 	$	461,419	 	 	 	8	%	

 	 	 	
*	 	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.	
Industrial Products’ revenue and earnings increased by 21% and 142%, respectively, from the second quarter of the prior year primarily due to broad-based revenue growth in material handling businesses, which more than offset the softness in commercial trailer and aerospace markets. The segment’s increase in revenue was driven substantially by organic revenue growth with minimal impact due to foreign exchange. Earnings and margin in the second quarter of 2010 were favorably impacted by increased volume in high margin businesses, the absence of restructuring charges and the benefits of the restructuring initiatives from prior periods.
Material Handling revenue increased 40%, when compared to the prior year second quarter, while earnings increased by over 700%, after excluding the impact of a $3.4 million one-time gain on the sale of a property. Revenue improvements were experienced across the platform, including those businesses with construction exposure. Earnings and operating margin improved due to increased sales volume, coupled with the absence of restructuring charges in the current period and benefits associated with prior year restructuring initiatives.
Mobile Equipment revenue and earnings increased 8% and 22%, respectively, over the prior year second quarter primarily due to continued improvements in the vehicle service business, offset in part by softness in the commercial trailer and aerospace markets. Earnings and operating margin at the platform level were favorably impacted by the benefits achieved from restructuring initiatives taken in the prior year and the absence of significant restructuring charges in the current period.
For the six months ended June 30, 2010, Industrial Products’ revenue and earnings increased 9% and 88%, respectively, as compared to the six months ended June 30, 2009. Revenue and earnings were favorably impacted by increased sales volume and the one-time gain noted during the second quarter, as well as the absence of restructuring charges and the benefits of the restructuring initiatives from prior periods.
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Engineered Systems
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended June 30,	 	 	Six Months Ended June 30,	 	
(in thousands)	 	2010	 	 	2009	 	 	% Change	 	 	2010	 	 	2009	 	 	% Change	 	
Revenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Engineered Products	 	$	357,570	 	 	$	274,399	 	 	 	30	%	 	$	629,343	 	 	$	497,825	 	 	 	26	%	
Product Identification	 	 	219,551	 	 	 	193,018	 	 	 	14	%	 	 	432,051	 	 	 	370,376	 	 	 	17	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	577,121	 	 	$	467,417	 	 	 	23	%	 	$	1,061,394	 	 	$	868,201	 	 	 	22	%	

Segment earnings	 	$	84,655	 	 	$	57,462	 	 	 	47	%	 	$	139,498	 	 	$	100,767	 	 	 	38	%	
Operating margin	 	 	14.7	%	 	 	12.3	%	 	 	 	 	 	 	13.1	%	 	 	11.6	%	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisition related depreciation and amortization expense*	 	$	7,057	 	 	$	6,437	 	 	 	10	%	 	$	14,972	 	 	$	12,507	 	 	 	20	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bookings	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Engineered Products	 	$	379,048	 	 	$	259,868	 	 	 	46	%	 	$	747,182	 	 	$	496,222	 	 	 	51	%	
Product Identification	 	 	223,203	 	 	 	205,736	 	 	 	8	%	 	 	443,613	 	 	 	381,416	 	 	 	16	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	602,251	 	 	$	465,604	 	 	 	29	%	 	$	1,190,795	 	 	$	877,638	 	 	 	36	%	

Backlog	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Engineered Products	 	 	 	 	 	 	 	 	 	 	 	 	 	$	334,971	 	 	$	245,165	 	 	 	37	%	
Product Identification	 	 	 	 	 	 	 	 	 	 	 	 	 	 	80,550	 	 	 	66,288	 	 	 	22	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	415,521	 	 	$	311,453	 	 	 	33	%	

 	 	 	
*	 	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.	
Engineered Systems revenue and earnings increased by 23% and 47%, respectively, from the second quarter of the prior year. The increase in revenue was supported by 14% organic revenue growth and a 9% increase from acquisitions completed in 2009, with minimal impact from foreign currency rates. The earnings increase was substantially driven by strength in Product ID and Hill Phoenix volume, including recent acquisitions, coupled with the benefits from prior year restructuring activities, which more than offset higher commodity costs.
Engineered Products second quarter revenue increased 30% while earnings increased by 36%. Core business revenue increased 15% driven by higher sales volume at Hill Phoenix. Growth from acquisitions completed in 2009 contributed 15% to revenue growth and was accretive to earnings in the period. Excluding acquisitions, earnings were favorably impacted by higher core sales volume throughout most businesses and contribution from 2009 restructuring activities, partly offset by higher material costs in the segment’s heat exchanger business.
Product Identification revenue and earnings increased by 14% and 50%, respectively, compared to the prior year second quarter. Higher sales volumes drove organic revenue growth of 13% with the balance of the revenue increase due primarily to the impact from the 2009 acquisition of Extech Instruments. The earnings increase was due to flow-through of increased sales volume and the benefits of prior year restructuring activities.
For the six months ended June 30, 2010, Engineered Systems’ revenue and earnings increased 22% and 38%, respectively, as compared to the six months ended June 30, 2009. Revenue and earnings were favorably impacted by increased sales volume, including acquisitions, coupled with the benefits of the restructuring initiatives from prior periods.
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Fluid Management
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended June 30,	 	 	Six Months Ended June 30,	 	
(in thousands)	 	2010	 	 	2009	 	 	% Change	 	 	2010	 	 	2009	 	 	% Change	 	
Revenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Energy	 	$	216,020	 	 	$	138,415	 	 	 	56	%	 	$	421,347	 	 	$	314,749	 	 	 	34	%	
Fluid Solutions	 	 	187,759	 	 	 	156,897	 	 	 	20	%	 	 	363,264	 	 	 	311,385	 	 	 	17	%	
Eliminations	 	 	(105	)	 	 	(42	)	 	 	 	 	 	 	(137	)	 	 	(92	)	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	403,674	 	 	$	295,270	 	 	 	37	%	 	$	784,474	 	 	$	626,042	 	 	 	25	%	

Segment earnings	 	$	96,168	 	 	$	55,573	 	 	 	73	%	 	$	182,935	 	 	$	131,014	 	 	 	40	%	
Operating margin	 	 	23.8	%	 	 	18.8	%	 	 	 	 	 	 	23.3	%	 	 	20.9	%	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisition related depreciation and amortization expense*	 	$	5,591	 	 	$	4,592	 	 	 	22	%	 	$	11,020	 	 	$	9,420	 	 	 	17	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bookings	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Energy	 	$	226,301	 	 	$	132,855	 	 	 	70	%	 	$	434,970	 	 	$	275,577	 	 	 	58	%	
Fluid Solutions	 	 	192,035	 	 	 	159,483	 	 	 	20	%	 	 	371,072	 	 	 	309,859	 	 	 	20	%	
Eliminations	 	 	(51	)	 	 	(39	)	 	 	 	 	 	 	(136	)	 	 	(81	)	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	$	418,285	 	 	$	292,299	 	 	 	43	%	 	$	805,906	 	 	$	585,355	 	 	 	38	%	

Backlog	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Energy	 	 	 	 	 	 	 	 	 	 	 	 	 	$	84,800	 	 	$	54,734	 	 	 	55	%	
Fluid Solutions	 	 	 	 	 	 	 	 	 	 	 	 	 	 	65,639	 	 	 	63,788	 	 	 	3	%	
Eliminations	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(1	)	 	 	(1	)	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	150,438	 	 	$	118,521	 	 	 	27	%	

 	 	 	
*	 	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.	
Fluid Management’s revenue and earnings increased over the prior year second quarter by 37% and 73%, respectively, due to recovery in the oil and gas industries served by the Energy platform as well as the industrial markets served by the Fluid Solutions group. Operating margins improved 500 basis points due to higher sales volume, operating efficiencies and favorable product mix, which more than offset incremental acquisition-related and segment expenses. The segment’s revenue increase represented organic revenue growth of 32%, with the remainder due to the net impact of acquisitions of 4% and favorable foreign exchange of 1%.
Energy revenue and earnings increased over the prior year quarter by 56% and 100%, respectively. Organic revenue growth of 46% was driven by higher demand and market share gains in the oil and gas sector, while acquisitions contributed revenue growth of 8% and foreign currency had a favorable impact of 2%. Energy margins increased 700 basis points as a result of higher sales volume and operating efficiencies.
Fluid Solutions second quarter revenue and earnings increased over prior year by 20% and 36%, respectively, due to higher demand in substantially all end-markets. Operating margins improved 260 basis points due to higher sales volumes and operating efficiencies.
For the six months ended June 30, 2010, Fluid Management’s revenue and earnings increased over the prior year period by 25% and 40%, respectively, due to higher demand in substantially all end-markets. Operating margins improved 240 basis points due to higher sales volume, operating efficiencies and favorable product mix offsetting higher segment expenses.
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Electronic Technologies
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Three Months Ended June 30,	 	Six Months Ended June 30,	
(in thousands)	 	2010	 	2009	 	% Change	 	2010	 	2009	 	% Change	
Revenue	 	$	345,607	 	 	$	245,953	 	 	 	41	%	 	$	636,596	 	 	$	459,988	 	 	 	38	%	
Segment earnings	 	$	59,582	 	 	$	17,993	 	 	 	231	%	 	$	104,487	 	 	$	5,883	 	 	 	1676	%	
Operating margin	 	 	17.2	%	 	 	7.3	%	 	 	 	 	 	 	16.4	%	 	 	1.3	%	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Acquisition related depreciation and amortization expense*	 	$	8,540	 	 	$	8,217	 	 	 	4	%	 	$	16,910	 	 	$	16,504	 	 	 	2	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Bookings	 	 	394,441	 	 	 	243,274	 	 	 	62	%	 	 	752,918	 	 	 	466,981	 	 	 	61	%	
Backlog	 	 	 	 	 	 	 	 	 	 	 	 	 	 	318,450	 	 	 	185,512	 	 	 	72	%	

*	 	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.	
Electronic Technologies’ revenue and earnings increased 41% and 231%, respectively, over the prior year second quarter. The increase in revenue was supported by organic revenue growth of 37%, growth from acquisitions of 1% and a 3% favorable impact from foreign exchange rates. The organic revenue growth was primarily driven by increased demand for electronic assembly equipment, Micro Electronic Mechanical Systems (“MEMS”) microphones, hearing aid components, telecom infrastructure related products and solar manufacturing equipment. Revenue from the electronic assembly equipment companies increased 93% compared to prior year period while the communication components companies’ revenue increased 19%. Earnings for the quarter were favorably impacted by higher sales volume and production leverage, product mix, the absence of restructuring charges in the current period and the benefit of restructuring programs.
For the six months ended June 30, 2010, revenue increased 38% and earnings increased to $104.5 million from $5.9 million, over the same prior year period. Revenue from the electronic assembly equipment companies increased 87% compared to the prior year period while the communication components companies’ revenue increased 20%. The increase in revenue and earnings for the six month period was also driven primarily by higher sales volume and product mix, production leverage, the absence of restructuring charges in the current period and the benefit of restructuring programs.
Critical Accounting Policies
The Company’s consolidated financial statements and related public financial information are based on the application of generally accepted accounting principles in the United States of America (“GAAP”). GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in the public disclosures of the Company, including information regarding contingencies, risk and its financial condition. The Company believes its use of estimates and underlying accounting assumptions conform to GAAP and are consistently applied. Valuations based on estimates are reviewed for reasonableness on a consistent basis throughout the Company.
Recent Accounting Standards
See Note 14 — Recent Accounting Standards. The adoption of recent accounting standards as included in Note 14 to the unaudited Condensed Consolidated Financial Statements has not had and is not expected to have a significant impact on the Company’s revenue, earnings or liquidity.
Special Notes Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, especially “Management’s Discussion and Analysis,” contains “forward-looking” statements within the meaning of the Securities Act of 1933, as amended, 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 10-Q that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” use of the future tense and similar words or phrases. Forward-looking statements are subject to 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
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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. Readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
The Company may, from time to time, post financial or other information on its Internet website, www.dovercorporation.com. The Internet address is for informational purposes only and is not intended for use as a hyperlink. The Company is not incorporating any material on its website into this report.
Non-GAAP Information
In an effort to provide investors with information regarding the Company’s results in addition to that as determined by generally accepted accounting principles (GAAP), the Company also discloses non-GAAP information which management believes provides useful information to investors. Free cash flow, net debt, total debt, total capitalization, Adjusted Working Capital, Average Annual Adjusted Working Capital, earnings adjusted for non-recurring items, revenue excluding the impact of changes in foreign currency exchange rates and organic revenue growth are not financial measures under GAAP and should not be considered as a substitute for cash flows from operating activities, debt or equity, earnings, revenue and working capital as determined in accordance with GAAP, and they may not be comparable to similarly titled measures reported by other companies. Management believes the (1) net debt to total capitalization ratio and (2) free cash flow are important measures of operating performance and liquidity. Net debt to total capitalization is helpful in evaluating the Company’s capital structure and the amount of leverage it employs. Free cash flow provides both management and investors a measurement of cash generated from operations that is available to fund acquisitions, pay dividends, repay debt and repurchase the Company’s common stock. Reconciliations of free cash flow, total debt and net debt can be found in Part (1) of Item 2-Management’s Discussion and Analysis. Management believes that reporting adjusted working capital (also sometimes called “working capital”), which is calculated as accounts receivable, plus inventory, less accounts payable, provides a meaningful measure of the Company’s operational results by showing the changes caused solely by revenue. Management believes that reporting adjusted working capital and revenues at constant currency, which excludes the positive or negative impact of fluctuations in foreign currency exchange rates, provides a meaningful measure of the Company’s operational changes, given the global nature of Dover’s businesses. Management believes that reporting organic revenue growth, which excludes the impact of foreign currency exchange rates and the impact of acquisitions, provides a useful comparison of the Company’s revenue performance and trends between periods.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
There has been no significant change in the Company’s exposure to market risk during the first six months of 2010. For a discussion of the Company’s exposure to market risk, refer to Item 7A, Quantitative and Qualitative Disclosures about Market Risk, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
Item 4. Controls and Procedures
At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2010.
During the second quarter of 2010, there were no changes in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. In making its assessment of changes in internal control over financial reporting as of June 30, 2010, management has excluded those companies acquired in purchase business combinations during the twelve months ended June 30, 2010. The Company is currently assessing the control environments of these acquisitions. These companies are wholly-owned by the Company and their total revenue for the six month period ended June 30, 2010 represents approximately 1.9% of the Company’s consolidated revenue for the same period. Their assets represent approximately 2.7% of the Company’s consolidated assets at June 30, 2010.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
See Part I, Notes to Condensed Consolidated Financial Statements, Note 10.
Item 1A. Risk Factors
There have been no material changes with respect to risk factors as previously disclosed in Dover’s Annual Report on Form 10-K for its fiscal year ended December 31, 2009.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)	 	Not applicable.	
 	 	 	
(b)	 	Not applicable.	
 	 	 	
(c)	 	The table below presents shares of the Company’s stock which were acquired by the Company during the quarter:	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	Maximum Number (or	 	
 	 	 	 	 	 	 	 	 	 	Total Number of	 	 	Approximate Dollar	 	
 	 	 	 	 	 	 	 	 	 	Shares Purchased	 	 	Value) of Shares that	 	
 	 	Total Number	 	 	 	 	 	 	as Part of Publicly	 	 	May Yet Be Purchased	 	
 	 	of Shares	 	 	Average Price	 	 	Announced Plans	 	 	under the Plans or	 	
Period	 	Purchased (1)	 	 	Paid per Share	 	 	or Programs	 	 	Programs (2)	 	
 	 	 	 	 	 	 	
April 1 to April 30	 	 	88,000	 	 	$	47.33	 	 	 	88,000	 	 	 	8,232,968	 	
May 1 to May 31	 	 	469,000	 	 	 	48.01	 	 	 	469,000	 	 	 	7,763,968	 	
June 1 to June 30	 	 	200,000	 	 	 	45.27	 	 	 	200,000	 	 	 	7,563,968	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
For the Second Quarter	 	 	757,000	 	 	$	47.21	 	 	 	757,000	 	 	 	7,563,968	 	

 	 	 	
(1)	 	For each of the periods presented, the shares were purchased in open-market transactions under the five-year, 10,000,000 share repurchase authorized by the Board of Directors in May 2007, leaving 7,563,968 shares available for repurchase as of the end of the second quarter 2010.	
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(2)	 	As of March 31, 2010, the approximate number of shares still available for repurchase under the May 2007 share repurchase authorization was 8,320,968.	
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. [Removed and Reserved]
Item 5. Other Information
(a)	 	None.	
 	 	 	
(b)	 	None.	
Item 6. Exhibits
31.1	 	Certificate pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by Brad M. Cerepak.	
 	 	 	
31.2	 	Certificate pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by Robert A. Livingston.	
 	 	 	
32	 	Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, signed and dated by Robert A. Livingston and Brad M. Cerepak.	
 	 	 	
101	 	The following materials from Dover Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statement of Operations, (ii) the Condensed Consolidated Balance Sheet, (iii) the Condensed Consolidated Statement of Stockholders’ Equity, (iv) the Condensed Consolidated Statement of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements.	
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
 	 	 	 	 	
 	DOVER CORPORATION
 	 	
Date: July 23, 2010 	/s/ Brad M.Cerepak  	 	
 	Brad M. Cerepak, 	 	
 	Vice President & Chief Financial Officer
(Principal Financial Officer) 	 	

Date: July 23, 2010 	/s/ Raymond T. McKay Jr.  	 	
 	Raymond T. McKay, Jr., 	 	
 	Vice President, Controller
(Principal Accounting Officer) 	 	
 	
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EXHIBIT INDEX
31.1	 	Certificate pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by Brad M. Cerepak.	
 	 	 	
31.2	 	Certificate pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as amended, signed and dated by Robert A. Livingston.	
 	 	 	
32	 	Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Robert A. Livingston and Brad M. Cerepak.	
 	 	 	
101	 	The following materials from Dover Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statement of Operations, (ii) the Condensed Consolidated Balance Sheet, (iii) the Condensed Consolidated Statement of Stockholders’ Equity, (iv) the Condensed Consolidated Statement of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements.	
27

Exhibit 31.1
Certification
I, Brad M. Cerepak, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Dover Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 	(a)	 	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 	 	 	 	
 	(b)	 	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 	 	 	 	
 	(c)	 	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and	
 	 	 	 	
 	(d)	 	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 	(a)	 	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
 	 	 	 	
 	(b)	 	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	

Date: July 23, 2010 	/s/ Brad M. Cerepak  	 	
 	Brad M. Cerepak 	 	
 	Vice President & Chief Financial Officer
(Principal Financial Officer) 	 	

 	 	 	 	 	
Exhibit 31.2
Certification
I, Robert A. Livingston, certify that:
1.	 	I have reviewed this Quarterly Report on Form 10-Q of Dover Corporation;	
 	 	 	
2.	 	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 	 	 	
3.	 	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
 	 	 	
4.	 	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	

 	(a)	 	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 	 	 	 	
 	(b)	 	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 	 	 	 	
 	(c)	 	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and	
 	 	 	 	
 	(d)	 	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	

5.	 	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	

 	(a)	 	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
 	 	 	 	
 	(b)	 	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	

Date: July 23, 2010 	/s/ Robert A. Livingston  	 	
 	Robert A. Livingston 	 	
 	President and Chief Executive Officer 	 	

 	 	 	 	 	
Exhibit 32
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
with Respect to the Quarterly Report on Form 10-Q
for the Period ended June 30, 2010
of Dover Corporation
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Dover Corporation, a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:
 	1.	 	The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 (the “Form 10-Q” ) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and	
 	 	 	 	
 	2.	 	Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.	

Dated: July 23, 2010 	/s/ Robert A. Livingston  	 	
 	Robert A. Livingston 	 	
 	President and Chief Executive Officer 	 	

Dated: July 23, 2010 	/s/ Brad M. Cerepak  	 	
 	Brad M. Cerepak 	 	
 	Vice President & Chief Financial Officer
(Principal Financial Officer) 	 	
 	
The certification set forth above is being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Form 10-Q or as a separate disclosure document of the Company or the certifying officers.