2. Acquisitions

The following table details the acquisitions made during the nine months ended September 30, 2011.

2011 Acquisitions
Date	Type	Company / Product Line Acquired	Location (Near)	Segment	Platform	Company
3-Jan	Stock	Harbison-Fischer, Inc.	Crowley, TX	Fluid Management	Energy	Norris Production Solutions
Designer and manufacturer of down-hole rod pumps and related products used in artificial lift applications around the world.

5-Jan	Asset/Stock	Dosmatic, Inc.	Carrollton, TX	Fluid Management	Fluid Solutions	Hydro Systems
Manufacturer of non-electric chemical metering equipment used in agricultural, horticulture and other industrial market segments.

26-Jan	Stock	TAGC Limited LLC	Muscat, Oman	Fluid Management	Energy	Norris Production Solutions
Oilfield services provider, servicing both conventional and coiled sucker rod wells in the Middle East.

28-Jan	Asset	EnviroGear Product Line	Franklin Park, IL	Fluid Management	Fluid Solutions	Pump Solutions Group
Manufacturer of magnetically coupled internal gear pumps used in a wide range of industrial manufacturing.

4-Jul	Stock	Sound Solutions	Vienna, Austria	Electronic Technologies	N/A	Knowles Electronics
			and Beijing, China
Manufacturer of dynamic speakers and receivers for cell phones and other consumer electronics.

1-Sep	Stock	Oil Lift	Calgary, Canada	Fluid Management	Energy	Norris Production Solutions
Manufacturer of surface drive systems for progressive cavity pumps serving the artificial lift segment of the oil and gas industry.

1-Sep	Asset	Tierra Alta Canada	Edmonton, Canada	Fluid Management	Energy	Norris Production Solutions
Manufacturer of progressive cavity pumps serving the artificial lift segment of the oil and gas industry.

Sound Solutions Acquisition

On July 4, 2011, Dover, through its subsidiary, Knowles Electronics, LLC, completed the acquisition of the Sound Solutions business line from NXP Semiconductors N.V (“NXP”). The acquisition purchase price of $855,000 was funded by cash on hand and is subject to working capital and other contractual adjustments. As a result of this acquisition, the Company recorded approximately $280,000 of customer-related intangible assets (weighted average life of 11 years), $8,200 of trademarks (weighted average life of 15 years), and $7,689 of other intangibles (weighted average life of 10 years). This acquisition resulted in the recognition of goodwill totaling $480,634, of which approximately $330,000 is expected to be deductible under local taxing jurisdictions. Sound Solutions, which manufactures dynamic speakers and receivers for cell phones and other consumer electronics, has been incorporated into the Knowles business within the Electronic Technologies segment. Knowles is a leading global microelectronic mechanical systems (“MEMS”) microphone supplier, and the acquisition enables Knowles to become a leading supplier of audio components to the handset market. As such, the goodwill recorded through the acquisition reflects the value attributed to significant cost and global revenue growth synergies that the combined business expects to achieve. At September 30, 2011, the Company has a receivable from NXP for approximately $33 million, reflecting estimated purchase price adjustments for performance contingencies and working capital levels, subject to final agreement. The receivable is recorded within prepaid and other current assets in the Unaudited Condensed Consolidated Balance Sheet and is expected to be settled in the fourth quarter of 2011.

Other Acquisitions

Through the first nine months of 2011, the Company acquired six other businesses in separate transactions for an aggregate purchase price of $514,252, net of cash acquired. As a result of these acquisitions, the Company recorded approximately $194,192 of customer-related intangible assets (weighted average lives of 11 years), $11,258 of trademarks (weighted average lives of 11 years), and $17,280 of other intangibles (weighted average lives of 9 years). These acquisitions resulted in the recognition of goodwill totaling $274,932, of which $4,780 is expected to be deductible for tax purposes. Each of these businesses manufacture products and/or provide services in the energy and fluid solutions markets, each growth areas for the Company. These businesses were acquired to complement and expand upon existing operations within the Fluid Management segment, and the goodwill identified by these acquisitions reflects the benefits expected to be derived from product line expansion and operational synergies.

All of the 2011 acquisitions are wholly-owned, with the exception of TAGC Limited LLC in which the Company acquired a 60% controlling interest. The non-controlling interest in TAGC Limited LLC is not material.

The following presents the allocation of acquisition cost to the assets acquired and liabilities assumed, based on their estimated fair values:

	Sound Solutions			Other Acquisitions			Total
Current assets, net of cash acquired	$	88,339		$	113,066		$	201,405
Property, plant and equipment		86,335			51,781			138,116
Goodwill		480,634			274,932			755,566
Intangible assets		295,889			222,730			518,619
Other assets		7,787			(542	)		7,245
Total liabilities		(136,884	)		(147,715	)		(284,599	)
Net assets acquired	$	822,100		$	514,252		$	1,336,352

The Company has allocated purchase price at the dates of acquisition based upon its understanding, obtained during due diligence and through other sources, of the fair value of the acquired assets and assumed liabilities. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), including through asset appraisals and learning more about the newly acquired business, the Company may refine its estimates of fair value to allocate the purchase price more accurately; however, any such revisions are not expected to be significant.

The Unaudited Condensed Consolidated Statement of Operations includes the results of these businesses from the dates of acquisition. The aggregate revenue of the 2011 acquisitions included in the Company's consolidated revenue totaled $145,359 and $235,002 for the three and nine months ended September 30, 2011, respectively.

In accordance with ASU 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations,” the following unaudited pro forma information illustrates the effect on the Company's revenue and net earnings for the three and nine months ended September 30, 2011 and 2010, assuming that the 2011 acquisitions had taken place at the beginning of 2010. As a result, the supplemental pro forma net earnings reflect adjustments to the net earnings as reported in the Unaudited Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2011 to exclude $8,928 and $10,368, respectively, of acquisition-related costs (after-tax) and $3,644 and $5,671, respectively, of nonrecurring expense related to the fair value adjustments to acquisition-date inventory (after-tax). The supplemental pro forma earnings for the comparable 2010 periods were adjusted to include these charges. The 2011 and 2010 supplemental pro forma earnings are also adjusted to reflect the comparable impact of additional depreciation and amortization expense (net of tax) resulting from the fair value measurement of tangible and intangible assets relating to 2011 and 2010 acquisitions.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Revenue from continuing operations:
As reported	$	2,203,388	$	1,802,158	$	6,122,287	$	5,023,750
Pro forma		2,212,907		1,945,591		6,288,772		5,453,953
Net earnings from continuing operations:
As reported	$	228,577	$	219,309	$	649,996	$	512,413
Pro forma		241,256		231,912		657,721		530,624
Basic earnings per share from continuing operations:
As reported	$	1.23	$	1.17	$	3.49	$	2.74
Pro forma		1.30		1.24		3.53		2.84
Diluted earnings per share from continuing operations:
As reported	$	1.21	$	1.16	$	3.43	$	2.71
Pro forma		1.28		1.23		3.47		2.81

These pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisitions occurred on the dates indicated or that may result in the future.