13.	Employee Benefit Plans

The Company offers defined contribution retirement plans which cover the majority of its U.S. employees, as well as employees in certain other countries. The Company's expense relating to defined contribution plans was $25,826, $21,748 and $13,109 for the years ended December 31, 2011, 2010 and 2009, respectively.

The Company sponsors qualified defined benefit pension plans covering certain employees of the Company and its subsidiaries. The plans' benefits are generally based on years of service and employee compensation. The Company also provides to certain management employees, through non-qualified plans, supplemental retirement benefits in excess of qualified plan limits imposed by federal tax law.

The Company also maintains post retirement benefit plans which cover approximately 1,589 participants, approximately 218 of whom are eligible for medical benefits. These plans are effectively closed to new entrants. The post-retirement benefit obligation amounts at December 31, 2011 and 2010 include approximately $3,790 and $3,529 in obligations, respectively, recorded in discontinued operations. The supplemental and post retirement benefit plans are supported by the general assets of the Company.

Obligations and Funded Status

The following tables summarize the balance sheet impact, including the benefit obligations, assets and funded status associated with the Company's significant defined benefit and other postretirement plans at December 31, 2011 and 2010.

	Qualified Defined Benefits												Non-Qualified
	U.S. Plan						Non-U.S. Plans						Supplemental Benefits						Post-Retirement Benefits
	2011			2010			2011			2010			2011			2010			2011			2010
Change in benefit obligation
Benefit obligation at beginning of year	$	416,755		$	380,096		$	164,288		$	161,110		$	127,035		$	127,355		$	14,508		$	15,329
Benefits earned during the year		14,167			11,272			3,278			3,415			4,064			4,241			206			279
Interest cost		27,237			22,531			9,019			8,043			7,841			7,677			723			837
Plan participants' contributions		-			-			815			809			-			-			1,364			2,094
Benefits paid		(50,142	)		(24,002	)		(7,012	)		(6,416	)		(12,726	)		(18,471	)		(2,865	)		(3,576	)
Actuarial loss (gain)		40,020			26,081			10,481			(464	)		23,016			4,885			1,368			(455	)
Business acquisitions/divestitures		79,970			-			7,592			-			18,000			-			-			-
Amendments		258			777			-			1,004			2,673			1,348			-			-
Settlements and curtailments		(1,628	)		-			-			(1,697	)		-			-			(207	)		-
Currency translation and other		123			-			(3,451	)		(1,516	)		-			-			256			-
Benefit obligation at end of year		526,760			416,755			185,010			164,288			169,903			127,035			15,353			14,508

Change in Plan Assets
Fair value of plan assets at beginning of year		409,783			360,168			121,815			107,473			-			-			-			-
Actual return on plan assets		47,307			43,617			452			11,588			-			-			-			-
Company contributions		42,000			30,000			7,275			8,163			12,726			18,471			1,566			1,567
Employee contributions					-			815			809			-			-			1,364			2,094
Benefits paid		(50,142	)		(24,002	)		(7,012	)		(6,416	)		(12,726	)		(18,471	)		(2,930	)		(3,661	)
Business acquisitions/divestitures		66,243			-			-			-			-			-			-			-
Settlements and curtailments		-			-			-			(503	)		-			-			-			-
Currency translation		-			-			(1,538	)		701			-			-			-			-
Fair value of plan assets at end of year		515,191			409,783			121,807			121,815			-			-			-			-
Funded status	$	(11,569	)	$	(6,972	)	$	(63,203	)	$	(42,473	)	$	(169,903	)	$	(127,035	)	$	(15,353	)	$	(14,508	)

Amounts recognized in the Balance Sheets consist of:
Assets and Liabilities:
Other assets and deferred charges	$	-		$	-		$	2,052		$	5,930		$	-		$	-		$	-		$	-
Accrued compensation and employee benefits		-			-			(1,293	)		(1,343	)		(18,913	)		(17,670	)		(1,079	)		(1,036	)
Other deferrals (principally compensation)		(11,569	)		(6,972	)		(63,962	)		(47,060	)		(150,990	)		(109,365	)		(14,274	)		(13,472	)
Total Assets and Liabilites		(11,569	)		(6,972	)		(63,203	)		(42,473	)		(169,903	)		(127,035	)		(15,353	)		(14,508	)

Net actuarial losses (gains)	$	182,143		$	160,922		$	22,892		$	7,683		$	12,857			(10,159	)	$	(1,284	)		(2,917	)
Prior service cost (credit)		4,819			7,046			1,377			1,501			46,852			51,445			(1,922	)		(2,262	)
Net asset at transition, other		-			-			(112	)		(155	)		-			-			-			-
Deferred taxes		(65,437	)		(58,788	)		(5,474	)		(1,057	)		(20,899	)		(14,451	)		1,063			1,754
Total Accumulated Other Comprehensive Loss (Earnings), net of tax		121,525			109,180			18,683			7,972			38,810			26,835			(2,143	)		(3,425	)
Net amount recognized at December 31,	$	109,956		$	102,208		$	(44,520	)	$	(34,501	)	$	(131,093	)	$	(100,200	)	$	(17,496	)	$	(17,933	)

Accumulated benefit obligations	$	478,561		$	378,510		$	166,853		$	153,916		$	126,417		$	95,771

The Company's net unfunded status at December 31, 2011 includes $11,569 relating to the U.S. Dover Corporate Pension Plan and $63,203 relating to the Company's significant international plans, some in locations where it is not economically advantageous to pre-fund the plans due to local regulations. The majority of the international obligations relate to defined pension plans operated by the Company's businesses in Germany, the United Kingdom and Switzerland.

The accumulated benefit obligation for all defined benefit pension plans was $771,831 and $628,197 at December 31, 2011 and 2010, respectively. Pension plans with accumulated benefit obligations in excess of plan assets consist of the following at December 31, 2011 and 2010:

	2011	2010
Projected benefit obligation (PBO)	$317,223	$241,923
Accumulated benefit obligation (ABO)	259,850	201,617
Fair value of plan assets	82,654	66,485

Net Periodic Benefit Cost

Components of the net periodic benefit cost were as follows:

	Qualified Defined Benefits
	U.S. Plan									Non-U.S. Plans									Non-Qualified Supplemental Benefits							Post-Retirement Benefits
	2011			2010			2009			2011			2010			2009			2011		2010		2009			2011			2010			2009
Service Cost	$	14,167		$	11,272		$	10,959		$	3,278		$	3,415		$	3,012		$	4,064	$	4,241	$	6,188		$	206		$	279		$	314
Interest Cost		27,237			22,531			21,555			9,019			8,043			7,381			7,841		7,677		8,688			723			837			959
Expected return on plan assets		(38,472	)		(31,912	)		(28,998	)		(8,148	)		(6,377	)		(5,614	)		-		-		-			-			-			-
Amortization of:
Prior service cost (income)		1,304			1,303			1,258			122			62			34			7,266		7,266		7,706			(409	)		(409	)		(172	)
Transition obligation		-			-			-			(44	)		(42	)		(43	)		-		-		-			-			-			-
Recognized actuarial (gain) loss		8,335			5,082			4,913			254			392			303			-		-		-			(241	)		(398	)		(426	)
Settlement and curtailment gain (loss)		1,180			-			-			2,030			(347	)		(795	)		-		-		(1	)		(137	)		-			-
Other		123			-			-			-			-			-			-		-		-			256			-			-
Total net periodic benefit cost	$	13,874		$	8,276		$	9,687		$	6,511		$	5,146		$	4,278		$	19,171	$	19,184	$	22,581		$	398		$	309		$	675

Amounts expected to be amortized from Accumulated Other Comprehensive Earnings (Loss) into net periodic benefit cost during 2012 are as follows:

		Qualified Defined Benefits				Non-Qualified Supplemental Benefits		Post-Retirement
		U.S. Plan		Non-U.S. Plans		Non-Qualified Supplemental Benefits		Post-Retirement
Amortization of:
Prior service cost (income)	$	1,048	$	119	$	7,425	$	(409)
Transition obligation		-		(46)		-		-
Recognized actuarial loss (gain)		13,515		597		138		(173)
Total	$	$14,563	$	$670	$	7,563	$	(582)

Assumptions

The Company determines actuarial assumptions on an annual basis.

The weighted-average assumptions used in determining the benefit obligations were as follows:

	Qualified Defined Benefits				Non-Qualified		Post-Retirement Benefits
	U.S. Plan		Non-U.S. Plans		Supplemental Benefits		Post-Retirement Benefits
	2011	2010	2011	2010	2011	2010	2011	2010
Discount rate	4.85%	5.50%	4.62%	5.04%	4.77%	5.50%	4.45%	5.10%
Average wage increase	4.00%	4.50%	3.43%	3.73%	4.50%	4.50%	na	na
Ultimate medical trend rate	-	-	-	-	-	-	5.00%	5.00%

	Qualified Defined Benefits						Non- Qualified Supplemental Benefits
	U.S. Plan			Non-U.S. Plans			Non- Qualified Supplemental Benefits			Post-Retirement Benefits
	2011	2010	2009	2011	2010	2009	2011	2010	2009	2011	2010	2009
Discount rate	5.50%	5.95%	6.10%	5.04%	5.15%	5.45%	5.50%	5.95%	6.10%	5.10%	5.50%	6.00%
Average wage increase	4.50%	4.50%	4.50%	3.73%	3.68%	3.72%	4.50%	4.50%	6.00%	na	na	na
Expected return on plan assets	7.75%	7.75%	7.75%	6.45%	6.10%	6.51%	-	-	-	-	-	-

The Company's discount rate assumption is determined by developing a yield curve based on high quality corporate bonds with maturities matching the plans' expected benefit payment streams. The plans' expected cash flows are then discounted by the resulting year-by-year spot rates.

For post-retirement benefit measurement purposes, an 8.5% annual rate of increase in the per capita cost of covered benefits (i.e., health care cost trend rates) was assumed for 2012. The rate was assumed to decrease gradually to 5% by the year 2018 and remain at that level thereafter. The health care cost trend rate assumption can have an effect on the amounts reported. For example, increasing (decreasing) the assumed health care cost trend rates by one percentage point in each year would increase (decrease) the accumulated post-retirement benefit obligation as of December 31, 2011 by $405 and ($389), respectively, and would have a negligible impact on the net post-retirement benefit cost for 2011.

Plan Assets

The primary financial objective of the plans is to secure participant retirement benefits. Accordingly, the key objective in the plans' financial management is to promote stability and, to the extent appropriate, growth in the funded status. Related and supporting financial objectives are established in conjunction with a review of current and projected plan financial requirements.

As it relates to the funded defined benefit pension plans, the Company's funding policy is consistent with the funding requirements of the Employment Retirement Income Security Act (“ERISA”) and applicable international laws. The Company is responsible for overseeing the management of the investments of the plans' assets and otherwise ensuring that the plans' investment programs are in compliance with ERISA, other relevant legislation, and related plan documents. Where relevant, the Company has retained professional investment managers to manage the plans' assets and implement the investment process. The investment managers, in implementing their investment processes, have the authority and responsibility to select appropriate investments in the asset classes specified by the terms of their applicable prospectus or investment manager agreements with the plans.

The assets of the plans are invested to achieve an appropriate return for the plans consistent with a prudent level of risk. The asset return objective is to achieve, as a minimum over time, the passively managed return earned by market index funds, weighted in the proportions outlined by the asset class exposures identified in the plans' strategic allocation. The expected return on assets assumption used for pension expense is developed through analysis of historical market returns, statistical analysis, current market conditions and the past experience of plan asset investments. Overall, it is projected that the investment of plan assets within Dover's U.S. Corporate Pension Plan will achieve a 7.75% net return over time from the asset allocation strategy.

The Company's actual and target weighted-average asset allocation for our U.S. Corporate Pension Plan was as follows:

	December 2011	December 2010	Current Target
Equity - domestic	39%	40%	35%
Equity - international	19%	22%	22%
Fixed income - domestic	36%	32%	35%
Real estate and other	6%	6%	8%
Total	100%	100%	100%

While the non-U.S. investment policies are different for each country, the long-term objectives are generally the same as for the U.S. pension assets. The Company's non-U.S. plans were expected to achieve rates of return on invested assets of 6.45% in 2011, 6.10% in 2010, and 6.51% in 2009.

The fair values of both U.S. and non-U.S. pension plan assets by asset category within the ASC 820 hierarchy (as defined in Note 9) are as follows at December 31, 2011 and 2010:

	U.S. Plan
	At December 31, 2011								At December 31, 2010
	Level 1		Level 2		Level 3		Total Fair Value		Level 1		Level 2		Level 3		Total Fair Value
Asset category:
Common stocks:
U.S. companies	$	153,816	$	-	$	-	$	153,816	$	126,567	$	-	$	-	$	126,567
Non-U.S. companies		3,065		-		-		3,065		5,381		-		-		5,381
Fixed income investments:
Corporate bonds		-		55,716		-		55,716		-		41,254		-		41,254
Private placements		-		3,791		-		3,791		-		3,085		-		3,085
Government securities		9,268		115,873		-		125,141		6,070		77,691		-		83,761
Common stock funds:
Mutual funds		38,476		-		-		38,476		32,533		-		-		32,533
Collective trusts		-		94,396		-		94,396		-		89,093		-		89,093
Real estate funds		-		-		26,481		26,481		-		-		23,056		23,056
Other		-		-		4,561		4,561		-		-		-		-
Cash and equivalents		9,748		-		-		9,748		5,053		-		-		5,053
	$	214,373	$	269,776	$	31,042	$	515,191	$	175,604	$	211,123	$	23,056	$	409,783

	Non-U.S. Plans
	At December 31, 2011								At December 31, 2010
	Level 1		Level 2		Level 3		Total Fair Value		Level 1		Level 2		Level 3		Total Fair Value
Asset category:
Common stocks	$	23,450	$	-	$	-	$	23,450	$	28,265	$	-	$	-	$	28,265
Fixed income investments		-		36,629		-		36,629		-		38,221		-		38,221
Common stock funds		-		49,680		-		49,680		-		41,596		-		41,596
Real estate funds		-		-		7,053		7,053		-		-		7,349		7,349
Cash and equivalents		2,258		-		-		2,258		5,098		-		-		5,098
Other		-		2,737		-		2,737		-		1,286		-		1,286
	$	25,708	$	89,046	$	7,053	$	121,807	$	33,363	$	81,103	$	7,349	$	121,815

Common stocks represent investments in domestic and foreign equities which are publicly traded on active exchanges and are valued based on quoted market prices.

Fixed income investments include U.S. treasury bonds and notes, which are valued based on quoted market prices, as well as investments in other government and municipal securities and corporate bonds, which are valued based on yields currently available on comparable securities of issuers with similar credit ratings.

Common stock funds consist of mutual funds and collective trusts. Mutual funds are valued by obtaining quoted prices from nationally recognized securities exchanges. Collective trusts are valued using Net Asset Value (the “NAV”) as of the last business day of the year. The NAV is based on the underlying value of the assets owned by the fund minus its liabilities, and then divided by the number of shares outstanding. The value of the underlying assets is based on quoted prices in active markets.

The real estate funds are valued on an annual basis using third-party appraisals, with adjustments estimated on a quarterly basis using discounted cash flow models which consider such inputs as revenue and expense growth rates, terminal capitalization rates and discount rates. The Company believes this is an appropriate methodology to obtain the fair value of these assets.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The fair value measurement of plan assets using significant unobservable inputs (Level 3) changed during 2011 due to the following:

	Level 3 Investments
Balance at December 31, 2009	$	26,120
Realized losses		(26	)
Unrealized gains		2,444
Purchases, sales, issuances and settlements, net		1,867
Balance at December 31, 2010	$	30,405
Realized gains		(3	)
Unrealized gains		2,348
Purchases, sales, issuances and settlements, net		5,345
Balance at December 31, 2011	$	38,095

There were no significant transfers between Level 1 and Level 2 investments during 2011 or 2010.

Future Estimates

Benefit Payments

Estimated future benefit payments to retirees, which reflect expected future service, are as follows:

		Qualified Defined Benefits				Non-Qualified Supplemental Benefits		Post-Retirement Benefits
		U.S. Plan		Non-U.S. Plans		Non-Qualified Supplemental Benefits		Post-Retirement Benefits
2012	$	46,340	$	4,382	$	18,913	$	$1,079
2013		34,628		4,585		11,901		1,078
2014		35,044		4,780		7,417		1,073
2015		35,398		5,847		33,329		1,085
2016		35,102		5,834		12,905		1,070
2017-2021		193,191		38,543		73,184		4,546

Contributions

In 2012, the Company expects to contribute approximately $20 to $40 million to its U.S. plan and approximately $6.1 million to its non-U.S. plans. Additionally, in 2012, the Company expects to fund benefit payments of approximately $18.9 million to plan participants of its unfunded, non-qualified, supplemental benefit plans.

Multiemployer Pension Plans

The Company, through its subsidiaries, participates in a few multiemployer pension plans covering approximately 100 employees working under U.S. collective bargaining agreements. None of these plans are considered individually significant to the Company. Contributions to multiemployer plans totaled less than $2 million in each of the last three years, 2011 to 2009.