Delaware
(State of Incorporation) |
53-0257888
(I.R.S. Employer Identification No.) |
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|||
Common Stock, par value $1 | New York Stock Exchange |
Large accelerated
filer
þ
|
Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
1
Item 1. | Business |
| Material handling equipment such as industrial and recreational winches, utility, construction and demolition machinery attachments, hydraulic parts, industrial automation tools, four-wheel-drive (4WD) and all-wheel drive (AWD) power train systems, accessories for off-road vehicles and operator cabs and rollover structures. | |
| Mobile equipment related products primarily refuse truck bodies, tank trailers, compactors, balers, vehicle service lifts, car wash systems, internal engine components, fluid control assemblies and various aerospace components. | |
| Engineered products such as refrigeration systems, refrigeration display cases, walk-in coolers, foodservice equipment, commercial kitchen air and ventilation systems, heat transfer equipment, and food and beverage packaging machines. | |
| Product identification related products such as industrial marking and coding systems used to code information (i.e. dates and serial numbers) on consumer products, printing products for cartons used in warehouse logistics operations, bar code printers and portable printers. | |
| Energy market production and distribution products such as sucker rods, drill bit inserts for oil and gas exploration, gas well production control devices, control valves, piston and seal rings, control instrumentation, remote data collection and transfer devices, and components for compressors, turbo machinery, motors and generators. | |
| Fluid solution products including nozzles, swivels and breakaways used to deliver various types of fuel, suction system equipment, unattended fuel management systems, integrated tank monitoring, pumps used in fluid transfer applications, quick disconnect couplings used in a wide variety of biomedical and commercial applications, and chemical proportioning and dispensing systems. | |
| Electronic technology equipment and devices/components such as advanced micro-component products for the hearing aid and consumer electronics industries, high frequency capacitors, microwave electro-magnetic switches, radio frequency and microwave filters, electromagnetic products, frequency control/select components and sophisticated automated assembly and testing equipment. |
2
3
4
5
6
7
8
Item 1A. | Risk Factors |
| The Companys results for 2009 will be impacted by current domestic and international economic conditions and uncertainties. |
9
| Increasing price and product/service competition by international and domestic competitors including new entrants and the ability of Dover to introduce new and competitive products could cause Dovers businesses to generate lower revenue, operating profits and cash flows. |
| Some of Dovers companies, may not anticipate , adapt or capitalize on technological developments and are subject to the cyclical nature of their industries. These factors could cause these companies to become less competitive and lead to reduced market share, revenue, operating profits and cash flows. |
| Our companies could lose customers or generate lower revenue, operating profits and cash flows if there are significant increases in the cost of energy or raw materials or if they are unable to obtain raw materials. |
| The Companys growth strategy with respect to expansion into new geographic markets could be adversely affected if Dovers companies are unable to manage the associated risks, particularly in markets outside the U.S. |
10
| The Companys operating profits and cash flows could be adversely affected if the Company cannot achieve projected savings and synergies. |
| The Companys businesses and their profitability and reputation could be adversely affected by domestic and foreign governmental and public policy changes (including environmental regulations and tax policies such as export subsidy programs, R&E credits and other similar programs), risks associated with emerging markets, changes in statutory tax rates and unanticipated outcomes with respect to tax audits. |
| Unforeseen developments in contingencies such as litigation could adversely affect the Companys financial condition. |
| The Companys revenue, operating profits and cash flows could be adversely affected if Dovers companies are unable to protect or obtain patent and other intellectual property rights. |
11
| The Companys growth may be adversely affected if the Company is unsuccessful in its acquisition program. |
| The Companys borrowing costs are impacted by its credit ratings developed by various rating agencies. |
| 2009 Outlook |
Item 1B. | Unresolved Staff Comments |
Item 2. | Properties |
Number and Nature of Facilities | Square Footage (000s) | |||||||||||||||||||
Segment
|
Mfg. | Warehouse | Sales/Service | Owned | Leased | |||||||||||||||
Industrial Products
|
82 | 11 | 25 | 4,900 | 2,500 | |||||||||||||||
Engineered Systems
|
36 | 35 | 108 | 2,600 | 1,500 | |||||||||||||||
Fluid Management
|
67 | 13 | 41 | 2,700 | 1,200 | |||||||||||||||
Electronic Technologies
|
51 | 10 | 60 | 1,200 | 1,700 |
12
Locations |
Leased Facilities
|
|||||||||||||||||||||||
North
|
Expiration Dates (Years) | |||||||||||||||||||||||
America | Europe | Asia | Other | Minimum | Maximum | |||||||||||||||||||
Industrial Products
|
93 | 15 | 6 | 4 | 1 | 8 | ||||||||||||||||||
Engineered Systems
|
41 | 58 | 49 | 10 | 1 | 17 | ||||||||||||||||||
Fluid Management
|
86 | 12 | 7 | 2 | 1 | 15 | ||||||||||||||||||
Electronic Technologies
|
32 | 24 | 45 | 1 | 1 | 12 |
Item 3. | Legal Proceedings |
Item 4. | Submission of Matters to a Vote of Security Holders |
13
Name
|
Age
|
Positions Held and Prior Business Experience
|
||||
Robert A. Livingston
|
55 | Chief Executive Officer and Director (since December 2008), President (since June 2008) and Chief Operating Officer (from June 2008 December 2008) of Dover; prior thereto Vice President of Dover and President and Chief Executive Officer of Dover Engineered Systems, Inc. (from July 2007 to May 2008); prior thereto Vice President of Dover and President and Chief Executive Officer of Dover Electronics, Inc. (from October 1, 2004). | ||||
Thomas W. Giacomini
|
43 | Vice President of Dover and President of Material Handling Platform (since October 2007); prior thereto President of Warn Industries, Inc. (from July 2005); prior thereto Chief Operating Officer of Warn Industries, Inc. (from 2000 to July 2005). | ||||
Paul E. Goldberg
|
45 | Treasurer and Director of Investor Relations of Dover (since February 2006); prior thereto Assistant Treasurer of Dover (from July 2002). | ||||
Raymond Hoglund
|
58 | Vice President of Dover and President and Chief Executive Officer of Dover Engineered Systems, Inc. (since August 2008); prior thereto President and Chief Executive Officer of Hill Phoenix, Inc. (from February 2005); prior thereto Executive Vice President of Hill Phoenix, Inc. (from July 2004); prior thereto President and Chief Executive Officer of ESAB (a global manufacturer of welding products). | ||||
Jay Kloosterboer
|
48 | Vice President Human Resources (since January 2009); prior thereto Executive Vice President Business Excellence of AES Corporation (from May 2005); prior thereto Vice President and Chief Human Resources Officer of AES Corporation (from May 2003). | ||||
Robert G. Kuhbach
|
61 | Vice President, Finance and Chief Financial Officer. | ||||
Raymond T. McKay, Jr.
|
55 | Vice President of Dover (since February 2004), Controller of Dover (since November 2002). | ||||
David J. Ropp
|
63 | Vice President of Dover and President and Chief Executive Officer of Dover Industrial Products, Inc. (since July 2007); prior thereto Vice President of Dover and President and Chief Executive Officer of Dover Resources, Inc. (from July 2003). | ||||
Joseph W. Schmidt
|
62 | Vice President, General Counsel and Secretary of Dover (since January 2003). | ||||
Stephen R. Sellhausen
|
50 | Vice President, Corporate Development of Dover (since January 2009); prior thereto Vice President, Business Development of Dover (from April 2008); prior thereto investment banker with Citigroup Global Markets. |
14
Name
|
Age
|
Positions Held and Prior Business Experience
|
||||
Sivasankaran Somasundaram
|
43 | Vice President of Dover and President of Fluid Solutions Platform (since January 2008); prior thereto President of Gas Equipment Group (from May 2006); prior thereto President of RPA Process Technologies (from March 2004); prior thereto Vice President of Dorr-Oliver Eimco (supplier of solid/liquid separation equipment and wholly-owned subsidiary of GLV Inc.) (from November 2002 through February 2004). | ||||
William W. Spurgeon
|
50 | Vice President of Dover and President and Chief Executive Officer of Dover Fluid Management, Inc. (since July 2007); prior thereto Vice President of Dover and President and Chief Executive Officer of Dover Diversified, Inc. (from October 1, 2004); prior thereto Executive Vice President of Dover Diversified, Inc. (from March 2004); prior thereto President of Sargent Controls & Aerospace (from October 2001). | ||||
David Van Loan
|
60 | Vice President of Dover and President and Chief Executive Officer of Dover Electronic Technologies, Inc. (since July 2007); prior thereto Vice President of Dover and President and Chief Executive Officer of Dover Technologies International, Inc. (from January 2006); prior thereto President of Dover Technologies International, Inc. (from July 2005); prior thereto for more than eight years, President and Chief Executive Officer of Everett Charles Technologies, Inc. |
15
Item 5.
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
2008
2007
Market Prices
Dividends
Market Prices
Dividends
High
Low
Per Share
High
Low
Per Share
$
44.87
$
33.54
$
0.20
$
50.92
$
46.07
$
0.185
54.57
42.22
0.20
53.75
47.41
0.185
51.99
40.74
0.25
54.59
47.16
0.200
40.50
23.39
0.25
51.58
44.34
0.200
$
0.90
$
0.770
16
Table of Contents
Dover Corporation, S&P 500 Index & Peer Group
Index
*
Total return assumes reinvestment of dividends.
17
Table of Contents
Item 6.
Selected
Financial Data
2008
2007
2006
2005
2004
(In thousands, except per share figures)
$
7,568,888
$
7,317,270
$
6,419,528
$
5,234,355
$
4,387,553
694,758
669,750
595,680
432,516
346,476
$
3.69
$
3.33
$
2.92
$
2.13
$
1.70
(0.55
)
(0.04
)
(0.17
)
0.38
0.33
3.13
3.28
2.76
2.51
2.03
188,481
201,330
203,773
202,979
203,275
$
3.67
$
3.30
$
2.90
$
2.12
$
1.69
(0.55
)
(0.04
)
(0.16
)
0.38
0.32
3.12
3.26
2.73
2.50
2.02
189,269
202,918
205,497
204,177
204,786
$
0.90
$
0.77
$
0.71
$
0.66
$
0.62
$
175,795
$
173,653
$
191,937
$
127,578
$
83,414
261,154
243,776
195,840
151,788
132,151
7,867,304
8,068,407
7,626,657
6,580,492
5,777,853
2,085,673
2,090,652
1,771,040
1,538,335
1,090,393
18
Table of Contents
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operation
(1)
FINANCIAL
CONDITION
Years Ended December 31,
2008
2007
(In thousands)
$
1,010,416
$
927,693
(452,994
)
(332,102
)
(560,904
)
(345,673
)
19
Table of Contents
Years Ended December 31,
2008
2007
(In thousands)
$
1,010,416
$
927,693
175,795
173,653
$
834,621
$
754,040
11.0
%
10.3
%
20
Table of Contents
At December 31,
At December 31,
2008
2007
(In thousands)
$
32,194
$
33,175
192,750
605,474
1,860,729
1,452,003
2,085,673
2,090,652
826,869
606,105
1,258,804
1,484,547
3,792,866
3,946,173
$
5,051,670
$
5,430,720
24.9
%
27.3
%
21
Table of Contents
US Dollars Sold
Expiration From 12/31/08
Less Than 1
Average
Month
2-3 Months
4-6 Months
7-12 Months
Contract Rate
(In thousands)
$
$
35,107
$
$
1.4867
85,558
1.3885
566
1.5015
2,320
5,200
9,840
21,520
6.6915
Put
Call
US Dollar Value
1.460
1.526
$
3,000
Maturities from 3/2009 12/2009
2008
2007
Short term
Long term
Short term
Long term
P-1
A2
P-1
A2
A-1
A
A-1
A
F1
A
F1
A
22
Table of Contents
Payments Due by Period
Less than 1
More than
Total
Year
1-3 Years
3-5 Years
5 Years
Other(A)
(In thousands)
$
1,892,923
$
32,194
$
472,281
$
271
$
1,388,177
$
1,504,984
105,625
188,500
159,250
1,051,609
189,665
46,144
64,009
37,788
41,724
28,023
27,381
57
585
16,017
2,429
4,666
3,706
5,216
127,000
34,000
21,000
20,000
52,000
249,553
22,171
227,382
1,234
165
267
218
584
$
4,009,399
$
270,109
$
750,780
$
221,233
$
2,539,895
$
227,382
(A)
Due to the uncertainty of the potential settlement of future
uncertain tax positions, management is unable to estimate the
timing of the related payments, if any, that will be made
subsequent to 2009. These amounts do not include the potential
indirect benefits resulting from deductions or credits for
payments made to other jurisdictions.
(2)
RESULTS
OF OPERATIONS:
23
Table of Contents
24
Table of Contents
Twelve Months Ended December 31,
2008
2007
% Change
(In thousands)
$
1,136,869
$
1,145,253
(1
)%
1,323,422
1,262,984
5
%
(786
)
(977
)
$
2,459,505
$
2,407,260
2
%
$
299,740
$
312,486
(4
)%
12.2
%
13.0
%
$
32,283
$
27,830
16
%
$
1,109,028
$
1,141,955
(3
)%
1,177,880
1,364,340
(14
)%
(1,134
)
(1,556
)
$
2,285,774
$
2,504,739
(9
)%
$
188,591
$
213,653
(12
)%
387,329
543,776
(29
)%
(220
)
(195
)
$
575,700
$
757,234
(24
)%
*
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.
25
Table of Contents
Twelve Months Ended December 31,
2008
2007
% Change
(In thousands)
$
1,085,881
$
1,139,478
(5
)%
924,469
912,580
1
%
$
2,010,350
$
2,052,058
(2
)%
$
278,553
$
291,727
(5
)%
13.9
%
14.2
%
$
24,394
$
29,262
(17
)%
$
1,043,873
$
1,116,638
(7
)%
920,712
919,216
%
$
1,964,585
$
2,035,854
(4
)%
$
183,821
$
227,523
(19
)%
61,195
68,938
(11
)%
$
245,016
$
296,461
(17
)%
*
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.
26
Table of Contents
Twelve Months Ended December 31,
2008
2007
% Change
(In thousands)
$
935,414
$
775,024
21
%
778,812
707,113
10
%
(180
)
(129
)
$
1,714,046
$
1,482,008
16
%
$
385,317
$
304,576
27
%
22.5
%
20.6
%
$
19,550
$
15,569
26
%
$
964,517
$
785,065
23
%
771,359
716,644
8
%
(178
)
(110
)
$
1,735,698
$
1,501,599
16
%
$
95,532
$
88,245
8
%
64,471
73,713
(13
)%
(12
)
(14
)
$
159,991
$
161,944
(1
)%
*
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.
27
Table of Contents
Twelve Months Ended December 31,
2008
2007
% Change
(In thousands)
$
1,396,131
$
1,390,103
%
$
193,641
$
180,337
7
%
13.9
%
13.0
%
$
36,481
$
38,296
(5
)%
1,342,382
1,378,551
(3
)%
175,317
232,704
(25
)%
*
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.
28
Table of Contents
Twelve Months Ended December 31,
2007
2006
% Change
(In thousands)
$
1,145,253
$
903,570
27
%
1,262,984
1,220,717
3
%
(977
)
(927
)
$
2,407,260
$
2,123,360
13
%
$
312,486
$
264,232
18
%
13.0
%
12.4
%
$
27,830
$
26,336
6
%
$
1,141,955
$
904,186
26
%
1,364,340
1,251,095
9
%
(1,556
)
(2,799
)
$
2,504,739
$
2,152,482
16
%
$
213,653
$
242,209
(12
)%
543,776
429,191
27
%
(195
)
(165
)
$
757,234
$
671,235
13
%
*
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.
29
Table of Contents
Twelve Months Ended December 31,
2007
2006
% Change
(In thousands)
$
1,139,478
$
998,676
14
%
912,580
568,303
61
%
$
2,052,058
$
1,566,979
31
%
$
291,727
$
234,107
25
%
14.2
%
14.9
%
$
29,262
$
13,193
122
%
$
1,116,638
$
1,060,404
5
%
919,216
562,096
64
%
$
2,035,854
$
1,622,500
25
%
$
227,523
$
249,571
(9
)%
68,938
57,706
19
%
$
296,461
$
307,277
(4
)%
*
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.
30
Table of Contents
Twelve Months Ended December 31,
2007
2006
% Change
(In thousands)
$
775,024
$
684,178
13
%
707,113
645,399
10
%
(129
)
26
$
1,482,008
$
1,329,603
11
%
$
304,576
$
267,377
14
%
20.6
%
20.1
%
$
15,569
$
16,183
(4
)%
$
785,065
$
693,927
13
%
716,644
653,932
10
%
(110
)
(83
)
$
1,501,599
$
1,347,776
11
%
$
88,245
$
75,449
17
%
73,713
63,565
16
%
(14
)
(33
)
$
161,944
$
138,981
17
%
*
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.
31
Table of Contents
Twelve Months Ended December 31,
2007
2006
% Change
(In thousands)
$
1,390,103
$
1,411,564
(2
)%
$
180,337
$
214,947
(16
)%
13.0
%
15.2
%
$
38,296
$
32,914
16
%
1,378,551
1,410,043
(2
)%
232,704
200,048
16
%
*
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.
Revenue is recognized when all of the following circumstances
are satisfied: a) persuasive evidence of an arrangement
exists, b) price is fixed or determinable,
c) collectability is reasonably assured, and
d) delivery has occurred. In revenue transactions where
installation is required, revenue can be recognized when the
installation obligation is not essential to the functionality of
the delivered products. Revenue transactions involving
non-essential installation obligations are those which can
generally be completed in a short period of time at
insignificant cost and the skills required to complete these
installations are not unique to the Company and in many cases
can be provided by third parties or the customers. If the
installation obligation is essential to the functionality of the
delivered product, revenue recognition is deferred until
installation is complete. In addition, when it is determined
that there are multiple deliverables to a sales arrangement, the
Company will allocate consideration received to the separate
deliverables based on their relative fair values and recognize
revenue based on the appropriate criteria for each deliverable
identified. In a limited number of revenue transactions, other
post shipment obligations such as training and customer
acceptance are required and, accordingly, revenue recognition is
deferred until the customer is obligated to pay, or acceptance
has been confirmed. Service revenue is recognized and earned
when services are performed.
Allowances for doubtful accounts are estimated at the individual
operating companies based on estimates of losses related to
customer receivable balances. Estimates are developed by using
standard quantitative measures based on historical losses,
adjusting for current economic conditions and, in some cases,
evaluating specific customer accounts for risk of loss. The
establishment of reserves requires the use of judgment and
assumptions regarding the potential for losses on receivable
balances. Due to the fact that Dover operates in many different
markets, changes in economic conditions in specific markets
generally should not have a material effect on reserve balances
required.
32
Table of Contents
Inventory for the majority of the Companys subsidiaries,
including all international subsidiaries, are stated at the
lower of cost, determined on the
first-in,
first-out (FIFO) basis, or market. Other domestic inventory is
stated at cost, determined on the
last-in,
first-out (LIFO) basis, which is less than market value. Under
certain market conditions, estimates and judgments regarding the
valuation of inventory are employed by the Company to properly
value inventory. The Electronic Technologies companies tend to
experience somewhat higher levels of inventory value
fluctuations, particularly given the relatively high rate of
product obsolescence over relatively short periods of time.
Occasionally, the Company will establish restructuring reserves
at an operation in accordance with appropriate accounting
principles. These reserves, for both severance and exit costs,
require the use of estimates. Though Dover believes that these
estimates accurately reflect the anticipated costs, actual
results may be different than the estimated amounts.
Dover has significant tangible and intangible assets on its
balance sheet that include goodwill and other intangibles
related to acquisitions. The valuation and classification of
these assets and the assignment of useful depreciation and
amortization lives involve significant judgments and the use of
estimates. The testing of these intangibles under established
accounting guidelines (including
SFAS No. 142) for impairment also requires
significant use of judgment and assumptions, particularly as it
relates to the identification of reporting units and the
determination of fair market value. Dovers assets and
reporting units are tested and reviewed for impairment on an
annual basis during the fourth quarter or when indicators of
impairment exist, such as a significant sustained change in the
business climate, during the interim periods. The Company
believes that its use of estimates and assumptions are
reasonable and comply with generally accepted accounting
principles. Changes in business conditions could potentially
require adjustments to the valuations.
The valuation of Dovers pension and other post-retirement
plans requires the use of assumptions and estimates that are
used to develop actuarial valuations of expenses and
assets/liabilities. These assumptions include discount rates,
investment returns, projected salary increases and benefits, and
mortality rates. The actuarial assumptions used in Dovers
pension reporting are reviewed annually and are compared with
external benchmarks to assure that they accurately account for
Dovers future pension obligations. Changes in assumptions
and future investment returns could potentially have a material
impact on Dovers pension expenses and related funding
requirements. Dovers expected long-term rate of return on
plan assets is reviewed annually based on actual returns,
economic trends and portfolio allocation. Dovers 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.
Dover has significant amounts of deferred tax assets that are
reviewed for recoverability and valued accordingly. These assets
are evaluated by using estimates of future taxable income
streams and the impact of tax planning strategies. Reserves are
also estimated, using a more likely than not criteria, for
ongoing audits regarding federal, state and international issues
that are currently unresolved. The Company routinely monitors
the potential impact of these situations and believes that it is
properly reserved. Valuations related to tax accruals and assets
can be impacted by changes in accounting regulations, changes in
tax codes and rulings, changes in statutory tax rates, and the
Companys future taxable income levels.
Dover has significant accruals and reserves related to the
self-insured portion of its risk management program. These
accruals require the use of estimates and judgment with regard
to risk exposure and ultimate liability. The Company estimates
losses under these programs using actuarial assumptions,
Dovers experience, and relevant industry data. Dover
reviews these factors quarterly and considers the current level
of accruals and reserves adequate relative to current market
conditions and Company experience.
Dover has established reserves for environmental and legal
contingencies at both the operating company and corporate
levels. A significant amount of judgment and use of estimates is
required to quantify Dovers ultimate exposure in these
matters. The valuation of reserves for contingencies is reviewed
on a quarterly basis at the operating and corporate levels to
ensure that Dover is properly reserved. Reserve balances are
adjusted to account for changes in circumstances for ongoing
issues and the establishment of additional
33
Table of Contents
reserves for emerging issues. While Dover believes that the
current level of reserves is adequate, future changes in
circumstances could impact these determinations.
The Company from time to time will discontinue certain
operations for various reasons. Estimates are used to adjust, if
necessary, the assets and liabilities of discontinued operations
to their estimated fair market value less costs to sell. These
estimates include assumptions relating to the proceeds
anticipated as a result of the sale. The adjustments to fair
market value of these operations provide the basis for the gain
or loss when sold. Changes in business conditions or the
inability to sell an operation could potentially require future
adjustments to these estimates.
The Company uses the Black-Scholes valuation model to estimate
the fair value of its Stock Appreciation Rights (SARs) and stock
options that are granted to employees. The model requires
management to estimate the expected life of the SAR or option,
expected forfeitures and the volatility of Dovers stock
using historical data. For additional information related to the
assumptions used, see Note 10 to the Consolidated Financial
Statements in Item 8 of this
Form 10-K.
34
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35
Table of Contents
Item 7A.
Quantitative
and Qualitative Disclosures About Market Risk
A 54 basis point increase or decrease in interest rates
(10% of the Companys weighted average long-term debt
interest rate) would have an immaterial effect on the fair value
of the Companys long-term debt.
Commercial paper borrowings are at variable interest rates, and
have maturities of three months or less. A 25 basis point
increase or decrease in the interest rates (10% of the
Companys weighted average commercial paper interest rate)
on commercial paper borrowings would have an immaterial impact
on the Companys pre-tax earnings.
36
Table of Contents
All highly liquid investments, including highly liquid debt
instruments purchased with an original maturity of three months
or less, are considered cash equivalents. The Company places its
investments in cash equivalents with high credit quality issuers
and limits the amount of exposure to any one issuer. A
15 basis point decrease or increase in interest rates (10%
of the Companys weighted average interest rate) would have
an immaterial impact on the Companys pre-tax income.
Short-term investments consist of bank term deposits that have
maturity dates that range from five to nine months. A
50 basis point decrease or increase in interest rates (10%
of the Companys weighted average interest rate) would have
an immaterial impact on the Companys pre-tax income.
As of December 31, 2008, the Company had one interest rate
swap outstanding, as discussed in Note 9 to the
Consolidated Financial Statements. The Company does not enter
into derivative financial or derivative commodity instruments
for trading or speculative purposes.
37
Table of Contents
Item 8.
Financial
Statements and Supplementary Data
FINANCIAL STATEMENT SCHEDULE
Managements Report on Internal Control Over Financial
Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations (For the years ended
December 31, 2008, 2007 and 2006)
Consolidated Balance Sheets (At December 31, 2008 and 2007)
Consolidated Statements of Stockholders Equity and
Comprehensive Earnings (For the years ended December 31,
2008, 2007 and 2006)
Consolidated Statements of Cash Flows (For the years ended
December 31, 2008, 2007 and 2006)
Notes to Consolidated Financial Statements
Financial Statement Schedule Schedule II,
Valuation and Qualifying Accounts
38
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39
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40
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41
Table of Contents
Years Ended December 31,
2008
2007
2006
(In thousands, except per share figures)
$
7,568,888
$
7,317,270
$
6,419,528
4,838,881
4,697,768
4,127,528
2,730,007
2,619,502
2,292,000
1,700,677
1,614,005
1,389,183
1,029,330
1,005,497
902,817
96,037
89,589
77,004
(12,726
)
3,541
10,959
83,311
93,130
87,963
946,019
912,367
814,854
251,261
242,617
219,174
694,758
669,750
595,680
(103,927
)
(8,670
)
(33,898
)
$
590,831
$
661,080
$
561,782
$
3.69
$
3.33
$
2.92
(0.55
)
(0.04
)
(0.17
)
3.13
3.28
2.76
188,481
201,330
203,773
$
3.67
3.30
$
2.90
(0.55
)
(0.04
)
(0.16
)
3.12
3.26
2.73
189,269
202,918
205,497
$
0.90
$
0.77
$
0.71
Years Ended December 31,
2008
2007
2006
188,481
201,330
203,773
788
1,588
1,724
189,269
202,918
205,497
5,103
3,241
1,716
42
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At December 31,
At December 31,
2008
2007
(In thousands)
$
547,409
$
606,105
279,460
1,013,174
1,104,090
636,121
673,944
64,335
84,377
73,686
76,115
2,614,185
2,544,631
872,134
892,237
3,255,566
3,259,729
952,409
1,051,650
103,904
167,403
69,106
152,757
$
7,867,304
$
8,068,407
$
224,944
$
638,649
373,436
416,215
305,572
307,997
104,938
103,488
209,619
185,397
19,071
26,995
1,237,580
1,678,741
1,860,729
1,452,003
314,405
317,335
582,601
618,620
79,123
55,535
246,615
244,548
455,228
353,031
10,816
217,648
5,286,458
4,870,460
(2,206,251
)
(1,739,514
)
3,792,866
3,946,173
$
7,867,304
$
8,068,407
43
Table of Contents
Accumulated
Common
Additional
Other
Total
Comprehensive
Stock
Paid-In
Comprehensive
Retained
Treasury
Stockholders
Earnings
$1 Par Value
Capital
Earnings (Loss)
Earnings
Stock
Equity
(Loss)
(In thousands, except per share figures)
$
239,796
$
122,181
$
57,778
$
4,004,944
$
(1,095,176
)
$
3,329,523
$
372,700
561,782
561,782
561,782
(144,799
)
(144,799
)
2,486
74,941
77,427
15,316
15,316
28,460
28,460
11
557
568
(48,329
)
(48,329
)
113,282
113,282
113,282
(364
)
(364
)
(364
)
1,660
1,660
1,660
(123,504
)
(123,504
)
242,293
241,455
48,852
4,421,927
(1,143,505
)
3,811,022
$
676,360
(58,157
)
(58,157
)
661,080
661,080
$
661,080
(154,390
)
(154,390
)
2,241
73,897
76,138
10,319
10,319
26,714
26,714
14
646
660
(596,009
)
(596,009
)
116,933
116,933
116,933
561
561
561
51,302
51,302
51,302
244,548
353,031
217,648
4,870,460
(1,739,514
)
3,946,173
$
829,876
1,960
(5,762
)
(3,802
)
590,831
590,831
$
590,831
(169,071
)
(169,071
)
2,038
68,549
70,587
8,449
8,449
24,367
24,367
29
832
861
(466,737
)
(466,737
)
(146,433
)
(146,433
)
(146,433
)
(1,081
)
(1,081
)
(1,081
)
(61,278
)
(61,278
)
(61,278
)
$
246,615
$
455,228
$
10,816
$
5,286,458
$
(2,206,251
)
$
3,792,866
$
382,039
44
Table of Contents
For the Years Ended December 31,
2008
2007
2006
(In thousands)
$
590,831
$
661,080
$
561,782
103,927
8,670
33,898
261,154
243,776
195,840
25,246
26,292
26,017
12,040
6,372
6,254
33,459
(30,010
)
(20,524
)
36,275
49,900
43,580
(7,518
)
(33,081
)
(70,012
)
29,847
36,427
(13,927
)
(47,577
)
27,128
60,662
(5,717
)
16,816
(16,203
)
(5,761
)
(19,273
)
(9,099
)
10,127
26,161
2,905
33,373
(43,815
)
29,824
41,601
(55,361
)
(22,537
)
(12,081
)
1,010,416
927,693
890,659
(279,460
)
13,248
24,195
18,916
(175,795
)
(173,653
)
(191,937
)
92,774
90,966
445,905
(103,761
)
(273,610
)
(1,116,780
)
(452,994
)
(332,102
)
(843,896
)
(412,723
)
347,192
65,321
(186,390
)
(33,478
)
(811
)
594,120
3,895
163,597
(466,737
)
(596,009
)
(48,329
)
79,897
87,117
93,311
(169,071
)
(154,390
)
(144,799
)
(560,904
)
(345,673
)
128,290
(7,592
)
(46,458
)
4,467
(1,805
)
(4,251
)
(11,238
)
(9,397
)
(50,709
)
(6,771
)
(45,817
)
34,175
19,777
(58,696
)
233,384
188,059
606,105
372,721
184,662
$
547,409
$
606,105
$
372,721
$
212,348
$
275,505
$
158,776
$
120,834
$
112,243
$
95,717
45
Table of Contents
1.
Description
of Business and Summary of Significant Accounting
Policies
46
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47
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US Dollars Sold
Expiration From 12/31/08
Less Than 1
Average
Month
2-3 Months
4-6 Months
7-12 Months
Contract Rate
(In thousands)
$
$
35,107
$
$
1.4867
85,558
1.3885
566
1.5015
2,320
5,200
9,840
21,520
6.6915
US Dollar
Put
Call
Value
1.460
1.526
$
3,000
Maturities from 3/12/2009 12/2009
48
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49
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50
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2.
Adoption
of New Accounting Standards
51
Table of Contents
3.
Acquisitions
Type
Acquired Companies
Location (Near)
Segment
Platform
Company
Stock
LANTEC Winch and Gear, Inc.
Langley, B.C.
Industrial Products
Material Handling
Tulsa Winch
Asset
Bradys Mining & Construction Supply Co.
St. Louis, Missouri
Fluid Management
Energy
EPG
Asset
Neptune Chemical Pump Company
Lansdale, PA
Fluid Management
Fluid Solutions
Pump Solutions Group
Stock
Hiltap Fittings Ltd
Calgary, Alberta
Fluid Management
Fluid Solutions
OPW FTG
52
Table of Contents
2008
(In thousands)
$
21,538
4,528
56,393
31,852
114,311
(10,550
)
$
103,761
Average
Fluid
Industrial
Amortization
Management
Products
Total
Period (Years)
(dollar amounts in thousands)
$
42,405
$
623
$
43,028
N/A
1,467
11,898
13,365
N/A
6,590
991
7,581
15
2,558
2,558
13
13,730
7,783
21,513
9
200
200
5
$
66,950
$
21,295
$
88,245
53
Table of Contents
Type
Acquired Companies
Location (Near)
Segment
Platform
Operating Company
Stock
Biode
Westbrook, ME
Electronic Technologies
N/A
Vectron
Asset
Pole/Zero Corporation
West Chester, OH
Electronic Technologies
N/A
MPG
Asset
Theta Oilfield Services
Brea, CA
Fluid Management
Energy
EPG
Asset
Hanmecson International
Haimen, China
Industrial Products
Mobile Equipment
Rotary Lift
Stock
Griswold Pump
Thomasville, GA
Fluid Management
Fluid Solutions
Pump Solutions Group
Stock
Windrock Inc.
Knoxville, TN
Fluid Management
Energy
GEG
Asset
Industrial Motion Control LLC
Wheeling, IL
Industrial Products
Material Handling
DE-STA-CO
Years Ended December 31,
2008
2007
(In thousands, except per share figures)
$
7,568,888
$
7,317,270
7,586,656
7,475,872
$
694,758
$
669,750
695,421
681,750
$
3.69
$
3.33
3.69
3.39
$
3.67
$
3.30
3.67
3.36
54
Table of Contents
4.
Inventories
At December 31,
At December 31,
2008
2007
(In thousands)
$
319,407
$
314,504
144,017
161,750
231,507
249,678
694,931
725,932
58,810
51,988
$
636,121
$
673,944
5.
Property,
Plant & Equipment
At December 31,
At December 31,
2008
2007
(In thousands)
$
49,015
$
54,579
547,223
527,429
1,792,615
1,777,028
2,388,853
2,359,036
(1,516,719
)
(1,466,799
)
$
872,134
$
892,237
6.
Accrued
Expenses
At December 31,
At December 31,
2008
2007
(In thousands)
$
44,174
$
47,010
25,454
22,546
14,356
15,006
28,839
19,491
6,064
5,639
10,112
4,337
80,620
71,368
$
209,619
$
185,397
55
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Severance
Exit
Total
(In thousands)
$
5,762
$
22,668
$
28,430
14,980
12,384
27,364
2,933
2,698
5,631
(16,094
)
(12,035
)
(28,129
)
(378
)
(1,961
)
(2,339
)
$
7,203
$
23,754
$
30,957
(A)
Includes $26.8 million related to purchase accounting
accruals.
(B)
Includes $27.9 million related to purchase accounting
accruals.
7.
Goodwill
and Other Intangible Assets
Other
Other
Adjustments
Adjustments
Primarily
Primarily
2007
Currency
2008
Currency
12/31/06
Acquisitions
Translations
12/31/07
Acquisitions
Translations
12/31/08
(In thousands)
$
963,018
$
51,269
$
10,570
$
1,024,857
$
$
(48,151
)(B)
$
976,706
877,465
32,368
(4,336
)
905,497
12,521
1,197
919,215
501,800
27,635
6,728
536,163
43,872
(8,814
)
571,221
771,940
21,272
(A)
793,212
(4,788
)
788,424
$
3,114,223
$
111,272
$
34,234
$
3,259,729
$
56,393
$
(60,556
)
$
3,255,566
(A)
Increase includes final purchase accounting adjustments of
$18.0 million related to the December 2006 acquisition of
Markem Corp., with the remainder due to currency translation.
(B)
Includes $38.0 million related to the sale of Rasco.
56
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At December 31, 2008
At December 31, 2007
Gross Carrying
Accumulated
Average
Gross Carrying
Accumulated
Amount
Amortization
Life (years)
Amount
Amortization
(dollar amounts
in thousands)
$
32,223
$
12,453
29
$
40,943
$
13,684
129,233
79,241
13
131,106
74,153
681,636
200,169
9
678,970
141,203
129,303
61,871
9
153,364
55,984
3,475
3,400
5
4,348
4,315
13,653
5,441
5
13,597
4,368
72,413
17,193
20
72,444
13,302
22,725
10,270
14
18,839
8,443
1,084,661
390,038
11
1,113,611
315,452
257,786
253,491
$
1,342,447
$
390,038
$
1,367,102
$
315,452
8.
Dispositions
At December 31,
At December 31,
2008
2007
(In thousands)
$
32,498
$
38,360
36,608
114,397
$
69,106
$
152,757
$
13,371
$
25,987
65,752
29,548
$
79,123
$
55,535
57
Table of Contents
Years Ended December 31,
2008
2007
2006
(In thousands)
$
84,065
$
169,924
$
779,960
$
(101,692
)
$
(4,086
)
$
(37,362
)
(3,886
)
(14,619
)
4,593
1,651
10,035
(1,129
)
$
(103,927
)
$
(8,670
)
$
(33,898
)
(1)
Includes impairments and other adjustments to previously sold
discontinued operations.
During the fourth quarter of 2008, the Company recorded an
additional $21.3 million ($21.3 million after tax)
write-down to the carrying value of Triton, an operating company
previously included in the Engineered Systems segment, to its
estimated fair market value and recorded other gains of
$0.6 million after tax related to previously sold companies.
In addition, during the fourth quarter of 2008, the Company
reached final settlement on certain Federal tax matters related
to businesses previously discontinued and sold, resulting in a
charge of approximately $15.0 million in discontinued
operations. Also, consistent with FIN 48, the Company
recognized certain state tax assessments related to previously
sold discontinued operations, resulting in a charge of
approximately $13.0 million and other adjustments totaling
a benefit of approximately $0.8 million, after tax.
During the third quarter of 2008, the Company completed the sale
of a previously discontinued business and recorded other
adjustments, resulting in a net loss of approximately
$0.7 million, after tax.
During the second quarter of 2008, the Company discontinued
Triton and reclassified Crenlo, which had been included in
discontinued operations since the third quarter of 2007, into
the Industrial Products segment. In the second quarter of 2008,
the Company recorded a $51.1 million ($51.1 million
after tax) write-down to the carrying value of Triton to its
estimated fair market value.
During the first quarter of 2008, 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 $2.0 million.
During the fourth quarter of 2007, the Company completed the
sale of Graphics Microsystems and recorded other adjustments for
an after-tax gain of $13.3 million.
During the third quarter of 2007, the Company discontinued two
businesses, Crenlo and Graphics Microsystems. In addition,
during the third quarter of 2007, the Company finalized the sale
of two previously discontinued businesses and recorded other
adjustments resulting in a net after-tax loss of
$1.6 million.
58
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During the second quarter of 2007, the Company completed the
sale of a previously discontinued business and recorded other
adjustments for businesses still held for sale, resulting in a
net loss of approximately $5.0 million ($8.3 million
after-tax).
During the first quarter of 2007, the Company completed the
sales of Kurz Kasch, discontinued in 2006, and SWF, discontinued
in 2005, and recorded other adjustments for businesses still
held for sale and to reserves related to completed sales,
resulting in a net loss of approximately $9.6 million
($7.5 million after-tax).
During the fourth quarter of 2006, the Company finalized the
sales of five previously discontinued businesses, including
Alphasem, Vitronics Soltec, Universal Instruments and Hover
Davis. In addition, the Company discontinued three small
businesses and adjusted the carrying value of a previously
discontinued business resulting in a net loss of
$38.9 million ($27.0 million after-tax).
During the third quarter of 2006, the Company finalized the
sales of four previously discontinued businesses, including Mark
Andy, RPA Process Technologies and Heil Truck. As a result of
the gains on the sales ($27.2 million net of tax) and
adjustments to the carrying value of other previously
discontinued businesses ($21.6 million net of tax), the
Company recorded a $5.6 million gain, net of tax.
During the second quarter of 2006, the Company discontinued
seven businesses, including Universal Instruments, Alphasem,
Vitronics Soltec, Mark Andy, Kurz Kasch and Heil Truck, and as a
result, recorded a $106.5 million write-down
($87.9 million after-tax) of the carrying values of these
businesses to their estimated fair market value.
During the first quarter of 2006, Dover completed the sale of
Tranter PHE, a business discontinued in the fourth quarter of
2005, resulting in a pre-tax gain of approximately
$109.0 million ($85.5 million after-tax). In addition,
during the first quarter of 2006, the Company discontinued and
sold a business for a loss of $2.5 million
($2.2 million after-tax). Also, during the first quarter of
2006, the Company discontinued an operating company, comprised
of two businesses, resulting in an impairment of approximately
$15.4 million ($14.4 million after-tax).
9.
Lines
of Credit and Debt
59
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Weighted
Weighted
Average
Average Effective
Maturities
Interest Rate
Interest Rate
2008
2007
(In thousands)
2010 to 2038
5.44
%
5.73
%
$
1,393,505
$
981,780
2028 to 2035
5.89
%
5.95
%
495,039
494,843
4,379
8,555
1,892,923
1,485,178
32,194
33,175
$
1,860,729
$
1,452,003
*
Includes unamortized discount of $7.1 million and
$1.8 million in 2008 and 2007, respectively.
**
Includes unamortized discount of $5.0 million and
$5.2 million in 2008 and 2007, respectively.
60
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10.
Equity
and Cash Incentive Program
2008 Grant
2007 Grant
2006 Grant
SARs
SARs
SARs
3.21
%
4.84
%
4.63
%
1.86
%
1.43
%
1.52
%
6.5
6.5
8
26.09
%
28.25
%
30.73
%
$
42.30
$
50.60
$
46.00
$
10.97
$
16.65
$
17.01
61
Table of Contents
SARs
Stock Options
Weighted
Weighted
Average
Average
Weighted
Remaining
Weighted
Remaining
Average
Aggregate
Contractual
Average
Contractual
Exercise
Intrinsic
Term
Exercise
Aggregate
Term
Shares
Price
Value
(Years)
Shares
Price
Intrinsic Value
(Years)
13,598,833
$
34.61
1,886,989
$
46.00
(171,479
)
46.00
(336,319
)
38.73
$
(2,485,219
)
30.71
$
42,055,643
1,715,510
46.00
5,524,224
9.10
10,777,295
35.38
149,127,629
6,708,069
$
32.86
1,715,510
$
46.00
10,777,295
35.38
1,731,882
50.60
(206,166
)
48.11
(276,125
)
37.02
$
(2,240,440
)
33.74
$
34,095,507
3,241,226
48.32
2,072,808
8.61
8,260,730
35.77
108,935,136
6,253,310
$
35.06
3,241,226
$
48.32
8,260,730
$
35.77
2,234,942
42.30
(373,193
)
45.90
(139,826
)
36.82
$
(2,040,458
)
34.29
$
15,806,826
(A)
5,102,975
45.82
8.23
6,080,446
36.22
35,359,392
4.29
Exercisable at December 31, 2008 through:
174,000
$
31.00
$
1,920,960
232,994
39.08
688,702
730,434
40.99
764,051
705,369
37.92
2,903,891
1,225,901
24.55
21,439,566
1,392,559
41.25
1,103,078
1,619,189
38.00
6,539,144
6,080,446
36.22
35,359,392
4.21
(A)
Cash received by the Company for stock options exercised during
the year ended December 31, 2008 totaled $70.6 million.
62
Table of Contents
SARs Outstanding
SARs Exercisable
Weighted Average
Weighted Average
Weighted Average
Remaining Life
Weighted Average
Remaining Life
Number
Exercise Price
in Years
Number
Exercise Price
in Years
5,102,975
$
45.86
8.23
$
Options Outstanding
Options Exercisable
Weighted Average
Weighted Average
Weighted Average
Remaining Life
Weighted Average
Remaining Life
Number
Exercise Price
in Years
Number
Exercise Price
in Years
1,400,801
$
25.32
3.62
1,400,801
$
25.32
3.62
2,550,052
38.09
4.84
2,550,052
38.09
4.84
2,129,593
41.17
4.08
2,129,593
41.17
3.85
11.
Income
Taxes
For the Years Ended December 31,
2008
2007
2006
(In thousands)
$
527,509
$
543,024
$
481,073
418,510
369,343
333,781
$
946,019
$
912,367
$
814,854
For the Years Ended December 31,
2008
2007
2006
(In thousands)
$
251,261
$
242,617
$
219,174
(8,449
)
(10,319
)
(15,316
)
$
242,812
$
232,298
$
203,858
63
Table of Contents
For the Year Ended December 31,
2008
2007
2006
(In thousands)
$
124,193
$
180,595
$
159,541
24,060
14,006
11,414
69,549
78,026
68,743
217,802
272,627
239,698
21,207
(30,066
)
(20,189
)
301
10,410
1,359
11,951
(10,354
)
(1,694
)
33,459
(30,010
)
(20,524
)
$
251,261
$
242,617
$
219,174
For the Years Ended December 31,
2008
2007
2006
35.0
%
35.0
%
35.0
%
1.7
1.8
1.3
(6.9
)
(6.8
)
(5.1
)
(5.2
)
(5.0
)
(3.8
)
(0.5
)
(0.4
)
(0.5
)
(0.3
)
(0.7
)
(1.0
)
(0.6
)
(0.1
)
(0.1
)
(0.3
)
(0.5
)
(0.3
)
(1.0
)
(1.9
)
(1.8
)
(4.2
)
1.6
0.5
0.2
1.0
26.6
%
26.6
%
26.9
%
64
Table of Contents
At December 31,
2008
2007
(In thousands)
$
10,174
$
11,142
116,781
131,436
75,115
79,107
4,006
3,807
24,259
25,409
79,880
100,154
7,448
7,182
11,345
20,784
24,443
349,792
382,680
(55,486
)
(64,534
)
$
294,306
$
318,146
$
(9,372
)
$
(10,332
)
(47,687
)
(41,013
)
(477,966
)
(492,679
)
(15,342
)
$
(535,025
)
$
(559,366
)
$
(240,719
)
$
(241,220
)
$
73,686
$
76,115
(314,405
)
(317,335
)
65
Table of Contents
Continuing
Discontinued
Total
(In thousands)
$
184,907
$
38,746
$
223,653
22,257
22,257
32,264
16,937
49,201
(39,415
)
(18,507
)
(57,922
)
(3,118
)
(2,189
)
(5,307
)
(8,137
)
(8,137
)
188,758
34,987
223,745
24,015
24,015
25,866
22,578
48,444
(19,267
)
(10,906
)
(30,173
)
(2,859
)
(2,859
)
(11,466
)
(11,466
)
$
205,047
(A)
$
46,659
$
251,706
(A)
If recognized, the net amount of potential tax benefits that
would impact the Companys effective tax rate is
$161.9 million. During the years ended December 31,
2008, 2007 and 2006, the Company recorded potential interest and
penalty expense of $(0.6) million, $12.9 million and
$5.0 million, respectively, related to its unrecognized tax
benefits as a component of provision for income taxes. The
Company had accrued interest and penalties of $45.9 million
at December 31, 2008 and $56.8 million at
December 31, 2007.
66
Table of Contents
12.
Commitments
and Contingent Liabilities
2008
2007
(In thousands)
$
55,446
$
47,897
43,153
37,796
102
378
(38,420
)
(30,842
)
(4,144
)
217
$
56,137
$
55,446
67
Table of Contents
13.
Employee
Benefit Plans
68
Table of Contents
Qualified
Non Qualified
Defined Benefits
Supplemental Benefits
Post-Retirement Benefits
2008
2007
2008
2007
2008
2007
(In thousands)
$
500,915
$
525,507
$
153,538
$
159,915
$
15,874
$
19,819
13,042
15,215
7,688
8,156
274
358
28,337
27,482
9,434
9,146
954
1,102
446
122
190
153
(31,393
)
(41,370
)
(15,669
)
(12,326
)
(1,998
)
(1,664
)
130
6,131
(30,843
)
(7,908
)
(15,883
)
1,102
(4,026
)
997
(5,688
)
2,888
4,530
132
(445
)
235
(1,734
)
2,724
(56
)
(31,405
)
10,255
484,891
500,915
152,695
153,538
16,470
15,874
506,876
488,101
(76,299
)
44,132
35,400
8,700
15,669
12,326
1,808
1,511
446
122
190
153
(31,393
)
(41,370
)
(15,669
)
(12,326
)
(1,998
)
(1,664
)
1,266
(713
)
(24,872
)
7,191
410,711
506,876
(74,180
)
5,961
(152,695
)
(153,538
)
(16,470
)
(15,874
)
1,556
$
(74,180
)
$
5,961
$
(152,695
)
$
(151,982
)
$
(16,470
)
$
(15,874
)
$
2,293
$
49,051
$
$
$
$
(792
)
(738
)
(33,418
)
(8,473
)
(1,168
)
(1,332
)
(75,681
)
(42,352
)
(119,277
)
(143,509
)
(15,302
)
(14,542
)
(74,180
)
5,961
(152,695
)
(151,982
)
(16,470
)
(15,874
)
141,447
38,466
(1,658
)
6,249
(3,850
)
(5,529
)
9,181
8,625
65,069
71,510
(1,185
)
(1,400
)
(167
)
(293
)
(52,661
)
(16,379
)
(22,194
)
(27,216
)
1,762
2,425
97,800
30,419
41,217
50,543
(3,273
)
(4,504
)
$
23,620
$
36,380
$
(111,478
)
$
(101,439
)
$
(19,743
)
$
(20,378
)
$
444,633
$
444,242
$
104,645
$
95,598
$
345,853
$
105,781
$
104,645
$
95,598
377,122
106,892
152,696
153,538
305,936
64,516
69
Table of Contents
Defined Benefits
Supplemental Benefits
Post-Retirement Benefits
2008
2007
2006
2008
2007
2006
2008
2007
2006
(In thousands)
$
(34,341
)
$
(32,760
)
$
(31,238
)
$
$
$
$
$
$
13,042
15,215
15,782
7,688
8,156
6,890
274
358
165
28,337
27,482
25,010
9,434
9,146
8,323
954
1,102
831
1,343
1,506
1,403
7,463
7,086
6,476
(172
)
(172
)
(172
)
(53
)
(237
)
(1,093
)
3,933
10,144
10,252
586
1,014
(478
)
(112
)
(63
)
(1,149
)
2,400
$
11,112
$
23,750
$
20,116
$
24,585
$
24,974
$
22,703
$
578
$
1,176
$
761
Defined
Benefits
Supplemental Benefits
Post-Retirement Benefits
2008
2007
2008
2007
2008
2007
5.90
%
6.10
%
6.10
%
6.25
%
6.00
%
6.00
%
4.33
%
4.20
%
6.00
%
6.00
%
5.00
%
5.00
%
Post-Retirement
Defined Benefits
Supplemental Benefits
Benefits
2008
2007
2006
2008
2007
2006
2008
2007
2006
6.10
%
5.60
%
5.40
%
6.25
%
5.75
%
5.50
%
6.00
%
5.75
%
5.50
%
4.20
%
4.30
%
4.10
%
6.00
%
6.00
%
6.00
%
6.40
%
7.40
%
7.90
%
5.00
%
5.00
%
4.50
%
December
December
Current
2008
2007
Target
29
%
37
%
35
%
20
%
26
%
22
%
41
%
29
%
35
%
10
%
8
%
8
%
100
%
100
%
100
%
70
Table of Contents
Defined
Supplemental
Post-Retirement
Benefits
Benefits
Benefits
(In thousands)
$
28,000
$
33,000
$
1,000
31,000
6,000
1,000
32,000
13,000
1,000
33,000
9,000
1,000
33,000
9,000
1,000
175,000
45,000
7,000
Defined
Supplemental
Benefit
Benefits
(In thousands)
$
6,000
$
1,000
33,000
Supplemental
Defined Benefits
Benefits
Post-Retirement
(In thousands)
$
1,291
$
7,463
$
(116
)
(40
)
5,506
(1
)
(561
)
$
6,757
$
7,462
$
(677
)
71
Table of Contents
14.
Segment
Data
Revenue
Long-Lived Assets
For the Years Ended December 31,
At December 31,
2008
2007
2006
2008
2007
(In thousands)
$
4,246,792
$
4,110,359
$
3,679,668
$
576,501
$
577,925
1,544,144
1,489,316
1,154,772
138,829
163,531
642,673
614,769
535,137
32,072
32,490
968,169
927,685
884,640
108,556
102,200
167,110
175,141
165,311
16,176
16,091
$
7,568,888
$
7,317,270
$
6,419,528
$
872,134
$
892,237
72
Table of Contents
For the Years Ended December 31,
2008
2007
2006
(In thousands)
$
2,459,505
$
2,407,260
$
2,123,360
2,010,350
2,052,058
1,566,979
1,714,046
1,482,008
1,329,603
1,396,131
1,390,103
1,411,564
(11,144
)
(14,159
)
(11,978
)
$
7,568,888
$
7,317,270
$
6,419,528
$
299,740
$
312,486
$
264,232
278,553
291,727
234,107
385,317
304,576
267,377
193,641
180,337
214,947
1,157,251
1,089,126
980,663
(115,195
)
(87,170
)
(88,805
)
(96,037
)
(89,589
)
(77,004
)
946,019
912,367
814,854
251,261
242,617
219,174
$
694,758
$
669,750
$
595,680
12.2
%
13.0
%
12.4
%
13.9
%
14.2
%
14.9
%
22.5
%
20.6
%
20.1
%
13.9
%
13.0
%
15.2
%
15.3
%
14.9
%
15.3
%
12.5
%
12.5
%
12.7
%
73
Table of Contents
2008
2007
2006
$
2,069,743
$
2,142,969
$
2,063,429
1,729,331
1,839,670
1,827,491
1,231,391
1,156,089
1,077,819
1,820,173
2,006,882
1,879,485
947,560
770,040
494,643
7,798,198
7,915,650
7,342,867
69,106
152,757
283,791
$
7,867,304
$
8,068,407
$
7,626,658
For the Years Ended December 31,
2008
2007
2006
$
73,516
$
69,739
$
54,375
61,062
54,580
33,093
49,962
43,700
38,882
75,587
74,720
68,248
1,027
1,037
1,242
$
261,154
$
243,776
$
195,840
$
43,194
$
40,842
$
42,284
33,609
43,207
40,068
61,054
51,197
53,302
37,730
37,946
55,583
208
461
700
$
175,795
$
173,653
$
191,937
74
Table of Contents
15.
Stockholders
Equity
16.
Quarterly
Data (Unaudited)
Continuing Operations
Net Earnings
Per Share -
Per Share -
Per Share -
Per Share -
Revenue
Gross Profit
Earnings
Basic
Diluted
Net Earnings
Basic
Diluted
(In thousands, except per share data)
$
1,865,486
$
679,545
$
147,930
$
0.77
$
0.77
$
147,176
$
0.76
$
0.76
2,010,978
739,620
186,911
0.99
0.98
135,277
0.72
0.71
1,965,776
704,343
190,335
1.02
1.01
187,651
1.01
1.00
1,726,648
606,499
169,582
0.91
0.91
120,727
0.65
0.65
$
7,568,888
$
2,730,007
$
694,758
3.69
3.67
$
590,831
3.13
3.12
$
1,744,433
$
621,433
$
137,819
$
0.67
$
0.67
$
128,930
$
0.63
$
0.63
1,824,143
653,617
174,671
0.85
0.85
172,195
0.84
0.84
1,865,106
668,358
182,128
0.91
0.90
174,591
0.87
0.86
1,883,588
676,094
175,132
0.89
0.89
185,364
0.95
0.94
$
7,317,270
$
2,619,502
$
669,750
3.33
3.30
$
661,080
3.28
3.26
75
Table of Contents
(In thousands) | ||||||||||||||||||||||||
Balance at
|
Acquired by
|
Charged to
|
Balance at
|
|||||||||||||||||||||
Beginning of
|
Purchase or
|
Cost and
|
Accounts
|
End of
|
||||||||||||||||||||
Year | Merger | Expense | Written Off | Other | Year | |||||||||||||||||||
Year Ended December 31, 2008
|
||||||||||||||||||||||||
Allowance for Doubtful Accounts
|
$ | 32,211 | 40 | 12,040 | (10,650 | ) | (994 | ) | $ | 32,647 | ||||||||||||||
Year Ended December 31, 2007
|
||||||||||||||||||||||||
Allowance for Doubtful Accounts
|
$ | 27,531 | 805 | 6,372 | (4,683 | ) | 2,186 | $ | 32,211 | |||||||||||||||
Year Ended December 31, 2006
|
||||||||||||||||||||||||
Allowance for Doubtful Accounts
|
$ | 25,232 | 3,135 | 6,254 | (5,192 | ) | (1,898 | ) | $ | 27,531 |
Balance at
|
Acquired by
|
Balance at
|
||||||||||||||||||||||
Beginning of
|
Purchase or
|
End of
|
||||||||||||||||||||||
Year | Merger | Additions | Reductions | Other | Year | |||||||||||||||||||
Year Ended December 31, 2008
|
||||||||||||||||||||||||
Deferred Tax Valuation Allowance
|
$ | 64,534 | | 2,818 | (7,554 | ) | (4,312 | ) | $ | 55,486 | ||||||||||||||
Year Ended December 31, 2007
|
||||||||||||||||||||||||
Deferred Tax Valuation Allowance
|
$ | 63,842 | | 7,910 | (11,034 | ) | 3,816 | $ | 64,534 | |||||||||||||||
Year Ended December 31, 2006
|
||||||||||||||||||||||||
Deferred Tax Valuation Allowance
|
$ | 51,856 | 13,829 | 11,849 | (10,362 | ) | (3,330 | ) | $ | 63,842 |
Balance at
|
Acquired by
|
Charged to
|
Balance at
|
|||||||||||||||||||||
Beginning of
|
Purchase or
|
Cost and
|
End of
|
|||||||||||||||||||||
Year | Merger | Expense | Reductions | Other | Year | |||||||||||||||||||
Year Ended December 31, 2008
|
||||||||||||||||||||||||
Inventory Reserves
|
$ | 100,081 | 1,033 | 24,113 | (22,920 | ) | (1,836 | ) | $ | 100,471 | ||||||||||||||
Year Ended December 31, 2007
|
||||||||||||||||||||||||
Inventory Reserves
|
$ | 91,515 | 7,904 | 23,605 | (25,000 | ) | 2,057 | $ | 100,081 | |||||||||||||||
Year Ended December 31, 2006
|
||||||||||||||||||||||||
Inventory Reserves
|
$ | 86,153 | 11,150 | 16,938 | (29,671 | ) | 6,945 | $ | 91,515 |
Balance at
|
Acquired by
|
Charged to
|
Balance at
|
|||||||||||||||||||||
Beginning of
|
Purchase or
|
Cost and
|
End of
|
|||||||||||||||||||||
Year | Merger | Expense | Reductions | Other | Year | |||||||||||||||||||
Year Ended December 31, 2008
|
||||||||||||||||||||||||
LIFO Reserve
|
$ | 51,988 | | 6,822 | | | $ | 58,810 | ||||||||||||||||
Year Ended December 31, 2007
|
||||||||||||||||||||||||
LIFO Reserve
|
$ | 48,248 | | 3,740 | | | $ | 51,988 | ||||||||||||||||
Year Ended December 31, 2006
|
||||||||||||||||||||||||
LIFO Reserve
|
$ | 38,805 | | 9,443 | | | $ | 48,248 |
76
Item 9.
Changes
in and Disagreements With Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
Item 9B.
Other
Information
77
Table of Contents
81
85
Item 10.
Directors
and Executive Officers and Corporate Governance
Item 11.
Executive
Compensation
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
(a)
(b)
(c)
Number of Securities
Remaining Available
Number of Securities
Weighted-Average
for Future Issuance
to be Issued Upon
Exercise Price of
Under Equity
Exercise of
Outstanding
Compensation Plans
Outstanding Options,
Options, Warrants
(Excluding Securities
Warrants and Rights
and Rights
Reflected in Column (a))
11,183,421
40.60
12,832,804
11,183,421
40.60
12,832,804
78
Table of Contents
Item 13.
Certain
Relationships and Related Transactions and Director
Independence
Item 14.
Principal
Accountant Fees and Services
Item 15.
Exhibits,
Financial Statement Schedules
79
Table of Contents
Schedule II Valuation and Qualifying Accounts
(3
)(i)(a)
Restated Certificate of Incorporation, filed as Exhibit 3.1
to the Companys Quarterly Report on
Form 10-Q
for the Period Ended June 30, 1998 (SEC File
No. 001-04018),
is incorporated by reference.
(3
)(i)(b)
Certificate of Correction to the Restated Certificate of
Incorporation dated as of January 24, 2003, filed as
Exhibit 3(i) to the Companys Current Report on
Form 8-K
filed February 28, 2003 (SEC File
No. 001-04018),
is incorporated by reference.
(3
)(ii)
By-Laws of the Company as amended and restated as of
November 6, 2008, filed as Exhibit 3(ii) to the
Companys Current Report on
Form 8-K
filed November 12, 2008 (SEC File
No. 001-04018),
are incorporated by reference.
(4
.1)
Indenture, dated as of June 8, 1998 between Dover
Corporation and The First National Bank Chicago, as Trustee,
filed as Exhibit 4.1 to the Companys Current Report
on
Form 8-K
filed June 12, 1998 (SEC File
No. 001-04018),
is incorporated by reference.
(4
.2)
Form of 6.65% Debentures due June 1, 2028
($200,000,000 aggregate principal amount), filed as
Exhibit 4.4 to the Companys Current Report on
Form 8-K
filed June 12, 1998 (SEC File
No. 001-04018),
is incorporated by reference.
(4
.3)
Form of 6.50% Notes due February 15, 2011
($400,000,000 aggregate principal amount), filed as
Exhibit 4.3 to the Companys current report on
Form 8-K
filed February 12, 2001 (SEC File
No. 001-04018),
is incorporated by reference.
(4
.4)
Indenture, dated as of February 8, 2001 between the Company
and BankOne Trust Company, N.A., as trustee, filed as
Exhibit 4.1 to the Companys current report on
Form 8-K
filed February 12, 2001 (SEC File
No. 001-04018),
is incorporated by reference.
(4
.5)
First Supplemental Indenture among Dover Corporation,
J.P. Morgan Trust Company, National Association, as
original trustee, and The Bank of New York, as Trustee, filed as
Exhibit 4.1 to the Companys Current Report on
Form 8-K
filed October 12, 2005 (SEC File
No. 001-04018)
is incorporated by reference.
(4
.6)
Form of 4.875% Notes due October 15, 2015
($300,000,000 aggregate principal amount), filed as
exhibit 4.2 to the Companys Current Report on
Form 8-K
filed October 12, 2005 (SEC File
No. 001-04018)
is incorporated by reference.
(4
.7)
Form of 5.375% Debentures due October 15, 2035
($300,000,000 aggregate principal amount), filed as
exhibit 4.3 to the Companys Current Report on
Form 8-K
filed October 12, 2005 (SEC File
No. 001-04018)
is incorporated by reference.
(4
.8)
Second Supplemental Indenture between Dover Corporation and The
Bank of New York, as trustee, filed as Exhibit 4.1 to the
Companys Current Report on
Form 8-K
filed March 14, 2008 (SEC File
No. 001-040018)
is incorporated by reference. The Company agrees to furnish to
the Securities and Exchange Commission upon request, a copy of
any instrument with respect to long-term debt under which the
total amount of securities authorized does not exceed
10 percent of the total consolidated assets of the Company.
(4
.9)
Form of Global Note representing the 5.45% Notes due
March 15, 2018 ($350,000,000 aggregate principal amount),
filed as exhibit 4.2 to the Companys Current Report
on
Form 8-K
filed March 14, 2008 (SEC File
No. 001-04018)
is incorporated by reference.
80
Table of Contents
(4
.10)
Form of Global Note representing 6.60% Notes due
March 15, 2038 ($250,000,000) aggregate principal amount)
filed as Exhibit 4.3 to the Companys Current Report
on
Form 8-K
filed March 14, 2008 (SEC File
No. 001-04018)
is incorporated by reference.
(10
.1)
Employee Savings and Investment Plan, filed as Exhibit 99
to Registration Statement on
Form S-8
(SEC File
No. 33-01419),
is incorporated by reference.*
(10
.2)
Amended and Restated 1996 Non-Employee Directors Stock
Compensation Plan, filed as Exhibit 10.2 to the
Companys Annual Report on
Form 10-K
for the year ended December 31, 2004 (SEC File
No. 001-04018)
is incorporated by reference.
(10
.3)
Executive Officer Annual Incentive Plan, as amended and restated
as of January 1, 2009.*
(10
.4)
Executive Change in Control Agreement as amended and restated as
of January 1, 2009.*
(10
.5)
1995 Incentive Stock Option Plan and 1995 Cash Performance
Program, as amended as of May 4, 2006 with respect to all
awards then outstanding, filed as Exhibit 10.5 to the
Companys Annual Report on
Form 10-K
for the year ended December 31, 2006 (SEC File
No. 001-04018)
is incorporated by reference.*
(10
.6)
Deferred Compensation Plan, as amended and restated as of
January 1, 2009.*
(10
.7)
2005 Equity and Cash Incentive Plan, as amended as of
January 1, 2009.*
(10
.8)
Form of award grant letters for stock option and cash
performance grants made under 2005 Equity and Cash Incentive
Plan, filed as Exhibit 10.8 to the Companys Annual
Report on
Form 10-K
for the year ended December 31, 2004 (SEC File
No. 001-04018)
is incorporated by reference.*
(10
.9)
Form of award grant letter for SSARs and cash performance awards
made under the 2005 Equity and Cash Incentive Plan, filed as
Exhibit 10.9 to Annual Report on
Form 10-K
for the year ended December 31, 2005 (SEC File
No. 001-04018)
is incorporated by reference.*
(10
.10)
Supplemental Executive Retirement Plan, as amended and restated
as of January 1, 2009.*
(10
.11)
Letter Agreement between Ronald L. Hoffman and the Company,
dated November 28, 2008, filed as Exhibit 99.1 to the
Companys Current Report on
Form 8-K
filed November 26, 2008 is incorporated by reference.*
(10
.12)
Five-year Credit Agreement dated as of November 9, 2007 by
and among Dover Corporation, the Lenders listed therein, the
Borrowing Subsidiaries party thereto, JPMorgan Chase Bank, N.A
as Administrative Agent, Deutsche Bank Securities Inc. as
Syndication Agent, and Bank of America, N.A., The Royal Bank of
Scotland plc and Wachovia Bank, National Association as
Documented Agents, filed as Exhibit 99.1 to the
Companys Current Report on
Form 8-K
filed November 14, 2007 (SEC File
No. 001-04018),
is incorporated by reference.
(14
)
Dover Corporation Code of Ethics for Chief Executive Officer and
Senior Financial Officers, filed as Exhibit 14 to the
Companys Annual Report on
Form 10-K
for the year ended December 31, 2003 (SEC File
No. 001-04018),
is incorporated by reference.
(21
)
Subsidiaries of Dover.
(23
.1)
Consent of Independent Registered Public Accounting Firm.
(24
)
Power of Attorney (included in signature page).
(31
.1)
Certification pursuant to
Rule 13a-14
of the Securities and Exchange Act of 1934, as amended, signed
and dated by Robert G. Kuhbach.
(31
.2)
Certification pursuant to
Rule 13a-14
of the Securities and Exchange Act of 1934, as amended, signed
and dated by Robert A. Livingston.
(32
)
Certification pursuant to 18 U.S.C. Section 1350,
signed and dated by Robert G. Kuhbach and Robert A. Livingston.
*
Executive compensation plan or arrangement.
(d)
Not applicable.
Table of Contents
By:
Chairman, Board of Directors
February 20, 2009
Chief Executive Officer,
President and Director
(Principal Executive Officer)
February 20, 2009
Vice President, Finance and
Chief Financial Officer
(Principal Financial Officer)
February 20, 2009
Vice President, Controller
(Principal Accounting Officer)
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
82
Table of Contents
Director
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
Director
February 20, 2009
83
Table of Contents
(3
)(i)(a)
Restated Certificate of Incorporation, filed as Exhibit 3.1
to the Companys Quarterly Report on
Form 10-Q
for the Period Ended June 30, 1998 (SEC File
No. 001-04018),
is incorporated by reference.
(3
)(i)(b)
Certificate of Correction to the Restated Certificate of
Incorporation dated as of January 24, 2003, filed as
Exhibit 3(i) to the Companys Current Report on
Form 8-K
filed February 28, 2003 (SEC File
No. 001-04018),
is incorporated by reference.
(3
)(ii)
By-Laws of the Company as amended and restated as of
November 6, 2008, filed as Exhibit 3(ii) to the
Companys Current Report on
Form 8-K
filed November 12, 2008 (SEC File
No. 001-04018),
are incorporated by reference.
(4
.1)
Indenture, dated as of June 8, 1998 between Dover
Corporation and The First National Bank Chicago, as Trustee,
filed as Exhibit 4.1 to the Companys Current Report
on
Form 8-K
filed June 12, 1998 (SEC File
No. 001-04018),
is incorporated by reference.
(4
.2)
Form of 6.65% Debentures due June 1, 2028
($200,000,000 aggregate principal amount), filed as
Exhibit 4.4 to the Companys Current Report on
Form 8-K
filed June 12, 1998 (SEC File
No. 001-04018),
is incorporated by reference.
(4
.3)
Form of 6.50% Notes due February 15, 2011
($400,000,000 aggregate principal amount), filed as
Exhibit 4.3 to the Companys current report on
Form 8-K
filed February 12, 2001 (SEC File
No. 001-04018),
is incorporated by reference.
(4
.4)
Indenture, dated as of February 8, 2001 between the Company
and BankOne Trust Company, N.A., as trustee, filed as
Exhibit 4.1 to the Companys current report on
Form 8-K
filed February 12, 2001 (SEC File
No. 001-04018),
is incorporated by reference.
(4
.5)
First Supplemental Indenture among Dover Corporation,
J.P. Morgan Trust Company, National Association, as
original trustee, and The Bank of New York, as Trustee, filed as
Exhibit 4.1 to the Companys Current Report on
Form 8-K
filed October 12, 2005 (SEC File
No. 001-04018)
is incorporated by reference.
(4
.6)
Form of 4.875% Notes due October 15, 2015
($300,000,000 aggregate principal amount), filed as
exhibit 4.2 to the Companys Current Report on
Form 8-K
filed October 12, 2005 (SEC File
No. 001-04018)
is incorporated by reference.
(4
.7)
Form of 5.375% Debentures due October 15, 2035
($300,000,000 aggregate principal amount), filed as
exhibit 4.3 to the Companys Current Report on
Form 8-K
filed October 12, 2005 (SEC File
No. 001-04018)
is incorporated by reference.
(4
.8)
Second Supplemental Indenture between Dover Corporation and The
Bank of New York, as trustee, filed as Exhibit 4.1 to the
Companys Current Report on
Form 8-K
filed March 14, 2008 (SEC File
No. 001-040018)
is incorporated by reference. The Company agrees to furnish to
the Securities and Exchange Commission upon request, a copy of
any instrument with respect to long-term debt under which the
total amount of securities authorized does not exceed
10 percent of the total consolidated assets of the Company.
(4
.9)
Form of Global Note representing the 5.45% Notes due
March 15, 2018 ($350,000,000 aggregate principal amount),
filed as exhibit 4.2 to the Companys Current Report
on
Form 8-K
filed March 14, 2008 (SEC File
No. 001-04018)
is incorporated by reference.
(4
.10)
Form of Global Note representing 6.60% Notes due
March 15, 2038 ($250,000,000) aggregate principal amount)
filed as Exhibit 4.3 to the Companys Current Report
on
Form 8-K
filed March 14, 2008 (SEC File
No. 001-04018)
is incorporated by reference.
(10
.1)
Employee Savings and Investment Plan, filed as Exhibit 99
to Registration Statement on
Form S-8
(SEC File
No. 33-01419),
is incorporated by reference.*
(10
.2)
Amended and Restated 1996 Non-Employee Directors Stock
Compensation Plan, filed as Exhibit 10.2 to the
Companys Annual Report on
Form 10-K
for the year ended December 31, 2004 (SEC File
No. 001-04018)
is incorporated by reference.
(10
.3)
Executive Officer Annual Incentive Plan, as amended and restated
as of January 1, 2009.*
(10
.4)
Executive Change in Control Agreement as amended and restated as
of January 1, 2009.*
(10
.5)
1995 Incentive Stock Option Plan and 1995 Cash Performance
Program, as amended as of May 4, 2006 with respect to all
awards then outstanding, filed as Exhibit 10.5 to the
Companys Annual Report on
Form 10-K
for the year ended December 31, 2006 (SEC File
No. 001-04018)
is incorporated by reference.*
(10
.6)
Deferred Compensation Plan, as amended and restated as of
January 1, 2009.*
84
Table of Contents
(10
.7)
2005 Equity and Cash Incentive Plan, as amended as of
January 1, 2009.*
(10
.8)
Form of award grant letters for stock option and cash
performance grants made under 2005 Equity and Cash Incentive
Plan, filed as Exhibit 10.8 to the Companys Annual
Report on
Form 10-K
for the year ended December 31, 2004 (SEC File
No. 001-04018)
is incorporated by reference.*
(10
.9)
Form of award grant letter for SSARs and cash performance awards
made under the 2005 Equity and Cash Incentive Plan, filed as
Exhibit 10.9 to Annual Report on
Form 10-K
for the year ended December 31, 2005 (SEC File
No. 001-04018)
is incorporated by reference.*
(10
.10)
Supplemental Executive Retirement Plan, as amended and restated
as of January 1, 2009.*
(10
.11)
Letter Agreement between Ronald L. Hoffman and the Company,
dated November 28, 2008, filed as Exhibit 99.1 to the
Companys Current Report on
Form 8-K
filed November 26, 2008 is incorporated by reference.*
(10
.12)
Five-year Credit Agreement dated as of November 9, 2007 by
and among Dover Corporation, the Lenders listed therein, the
Borrowing Subsidiaries party thereto, JPMorgan Chase Bank, N.A
as Administrative Agent, Deutsche Bank Securities Inc. as
Syndication Agent, and Bank of America, N.A., The Royal Bank of
Scotland plc and Wachovia Bank, National Association as
Documented Agents, filed as Exhibit 99.1 to the
Companys Current Report on
Form 8-K
filed November 14, 2007 (SEC File
No. 001-04018),
is incorporated by reference.
(14
)
Dover Corporation Code of Ethics for Chief Executive Officer and
Senior Financial Officers, filed as Exhibit 14 to the
Companys Annual Report on
Form 10-K
for the year ended December 31, 2003 (SEC File
No. 001-04018),
is incorporated by reference.
(21
)
Subsidiaries of Dover.
(23
.1)
Consent of Independent Registered Public Accounting Firm.
(24
)
Power of Attorney (included in signature page).
(31
.1)
Certification pursuant to
Rule 13a-14
of the Securities and Exchange Act of 1934, as amended, signed
and dated by Robert G. Kuhbach.
(31
.2)
Certification pursuant to
Rule 13a-14
of the Securities and Exchange Act of 1934, as amended, signed
and dated by Robert A. Livingston.
(32
)
Certification pursuant to 18 U.S.C. Section 1350,
signed and dated by Robert G. Kuhbach and Robert A. Livingston.
*
Executive compensation plan or arrangement.
(d)
Not applicable.
2
3
4
2
3
4
5
6
7
8
9
EXECUTIVE | ||||||
|
||||||
DOVER CORPORATION | ||||||
|
||||||
|
By: | |||||
|
|
10
(1) | A serious illness or accident of the Participant or a dependent (as defined in Section 152(a) of the Code) of the Participant; | ||
(2) | A loss of the Participants primary residence due to casualty; or | ||
(3) | Other similar circumstances arising out of events substantially beyond the control of the Participant, as determined by the Committee. |
a. | illness or accident of the Participant or his or her spouse, Beneficiary or dependent; | ||
b. | loss of the Participants property due to casualty, including the need to repair or rebuild such property with such repair or rebuild not covered by insurance; | ||
c. | other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participants control, including, without limitation the need to pay medical expenses for the Participant or his or her spouse, Beneficiary or dependent, foreclosure of or eviction of the Participant from his or her primary residence or the payment of funeral expenses of the Participant or his or her spouse, Beneficiary or dependent. | ||
For purposes of this Section 2.42, dependent shall mean such term as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B). |
(i) | are on a regular periodic U.S. payroll of the Company; | ||
(ii) | are expected to have a combination of annual Salary and Bonus in excess of the Compensation Limit for such calendar year for which they expect to make contributions to the Plan; |
(iii) | are hired or promoted prior to October 1 st of the year in which they otherwise meet the requirements to become a Participant; and | ||
(iv) | are currently participating in, or if newly hired or promoted, are expected to be granted in the next calendar year an award under, the Dover Corporation 1995 Incentive Stock Option Plan and Cash Performance Program, the Dover Corporation 2005 Equity and Cash Incentive Plan or any successor to such plans and programs. |
a. | Any whole-number percentage of Salary up to 50%; | ||
b. | Any whole-number percentage or flat dollar amount of Bonus up to 100%; | ||
c. | Any whole-number percentage or flat dollar amount of Cash-Based Long-Term Incentive Compensation up to 100%; and/or | ||
d. | Such combination of flat dollar amount and or percentage of Bonus or Cash-Based Long-Term Incentive Compensation (not exceeding the percentages set forth above) and any other form of Compensation as the Committee in its sole discretion may determine. |
a. | additional deferrals pursuant to Section 4.2, | ||
b. | Company Contributions (if any) pursuant to Section 5.4; | ||
c. | distributions (if any); and | ||
d. | the appropriate Credited Investment Return (Loss). |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
Applicable Percentage
Actual
Participants Age
at
his/her
Termination Date:
If the Actual
Participant retires
with less than 10
Years of Service or
the Actual Participants
Termination Date
occurred before
January 1, 2003:
If the Actual Participant retires
with 10 or More
Years of Service
and the Actual Participants
Termination Date occurred after
December 31, 2002:
100%, reduced by 5/12 of 1% for
each month that retirement age
precedes age 65
100%, reduced by
5/12 of 1 % for
each month that
retirement age
precedes age 62
50%, reduced by
1
/
4
of 1% for each
month that retirement precedes age
55
65%, reduced by
1
/
4
of 1% for each
month that
retirement precedes
age 55
20%, reduced by 1/12 of 1% for
each month that retirement precedes
age 45
35%, reduced by
1/12 of 1% for each
month that
retirement precedes
age 45
10%
25%
APPENDIX A1 | APPENDIX A2 | |||||||||||
Less than 10 Years of Service | More than 10 Years of Service | |||||||||||
Age | Applicable | Age | Applicable | |||||||||
at termination | Percentage | at termination | Percentage | |||||||||
65
|
100 | % | 65 | 100 | % | |||||||
64
|
95 | % | 64 | 100 | % | |||||||
63
|
90 | % | 63 | 100 | % | |||||||
62
|
85 | % | 62 | 100 | % | |||||||
61
|
80 | % | 61 | 95 | % | |||||||
60
|
75 | % | 60 | 90 | % | |||||||
59
|
70 | % | 59 | 85 | % | |||||||
58
|
65 | % | 58 | 80 | % | |||||||
57
|
60 | % | 57 | 75 | % | |||||||
56
|
55 | % | 56 | 70 | % | |||||||
55
|
50 | % | 55 | 65 | % | |||||||
54
|
47 | % | 54 | 62 | % | |||||||
53
|
44 | % | 53 | 59 | % | |||||||
52
|
41 | % | 52 | 56 | % | |||||||
51
|
38 | % | 51 | 53 | % | |||||||
50
|
35 | % | 50 | 50 | % | |||||||
49
|
32 | % | 49 | 47 | % | |||||||
48
|
29 | % | 48 | 44 | % | |||||||
47
|
26 | % | 47 | 41 | % | |||||||
46
|
23 | % | 46 | 38 | % | |||||||
45
|
20 | % | 45 | 35 | % | |||||||
44
|
19 | % | 44 | 34 | % | |||||||
43
|
18 | % | 43 | 33 | % | |||||||
42
|
17 | % | 42 | 32 | % | |||||||
41
|
16 | % | 41 | 31 | % | |||||||
40
|
15 | % | 40 | 30 | % | |||||||
39
|
14 | % | 39 | 29 | % | |||||||
38
|
13 | % | 38 | 28 | % | |||||||
37
|
12 | % | 37 | 27 | % | |||||||
36
|
11 | % | 36 | 26 | % | |||||||
35
|
10 | % | 35 | 25 | % |
2
Company Name | Where Incorporated | |
Domestic
|
||
Attachment Technologies, Inc.
|
Delaware | |
Avborne Accessory Group, Inc.
|
Delaware | |
Badger Attachments, Inc.
|
Delaware | |
Bayne Machine Works, Inc.
|
South Carolina | |
Belvac Production Machinery, Inc.
|
Virginia | |
Canada Organization & Development LLC
|
Delaware | |
CCI Field Services, Inc.
|
Delaware | |
Chief Automotive Technologies, Inc.
|
Delaware | |
Clove Park Insurance Company
|
New York | |
Colder Products Company
|
Minnesota | |
CP Formation LLC
|
Delaware | |
CPE Acquisition Co.
|
Delaware | |
CPI Products, Inc.
|
Delaware | |
Crenlo LLC
|
Delaware | |
Datamax International Corporation
|
Delaware | |
Datamax Corporation
|
Delaware | |
DD1, Inc
|
Delaware | |
DDI Properties, Inc.
|
California | |
DEK U.S.A., Inc.
|
Delaware | |
DEK USA Logistics, Inc.
|
Delaware | |
Delaware Capital Formation, Inc.
|
Delaware | |
Delaware Capital Holdings, Inc.
|
Delaware | |
De-Sta-Co Cylinders, Inc.
|
Delaware | |
De-Sta-Co Manufacturing Tubular Products
|
Delaware | |
DFH Corporation
|
Delaware | |
Dielectric Laboratories, Inc.
|
Delaware | |
Dover Acquisition Corporation
|
Delaware | |
Dover BMCS Acquisition Corp.
|
Delaware | |
Dover Corporation
|
Delaware | |
Dover DEI Services, Inc.
|
Delaware | |
Dover Diversified De, Inc.
|
Delaware | |
Dover Electronic Technologies, Inc.
|
Delaware | |
Dover Engineered Systems, Inc.
|
Delaware | |
Dover Europe, Inc.
|
Delaware | |
Dover Fluid Management, Inc.
|
Delaware | |
Dover Global Holdings, Inc.
|
Delaware | |
Dover Industrial Products, Inc.
|
Delaware | |
Dover Services LLC
|
Delaware | |
Dow-Key Microwave Corporation
|
Delaware | |
EOA Systems, Inc.
|
Delaware |
Company Name
Where Incorporated
Delaware
Delaware
Delaware
Texas
Delaware
Delaware
Florida
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Delaware
Florida
Texas
Texas
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
New Hampshire
Vermont
Delaware
Delaware
Delaware
Delaware
Nevada
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
California
Delaware
Delaware
Delaware
Delaware
Delaware
Company Name
Where Incorporated
Delaware
Delaware
Delaware
California
Illinois
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Utah
Texas
Delaware
Delaware
New Jersey
Delaware
Delaware
Wisconsin
Delaware
Tennessee
Delaware
United Kingdom
Germany
Germany
Company Name
Where Incorporated
Taiwan
France
Germany
United Kingdom
United Kingdom
China
Germany
Hong Kong
Cayman Islands
United Kingdom
Japan
Alberta
United Kingdom
United Kingdom
Singapore
China
Hungary
Switzerland
United Kingdom
Malaysia
China
Germany
United Kingdom
France
China
France
United Kingdom
Thailand
Netherlands
Germany
France
China
Brazil
China
Switzerland
Singapore
Canada
Alberta
Canada
Czech Republic
Brazil
Barbados
France
France
France
Germany
Germany
Company Name
Where Incorporated
Germany
Singapore
Mexico
Hungary
India
Netherlands
Italy
Luxembourg
Luxembourg
Luxembourg
Netherlands
Netherlands
Mexico
Singapore
United Kingdom
United Kingdom
Turkey
Germany
China
China
United Kingdom
Japan
Belgium
Mexico
Malaysia
Thailand
Argentina
United Kingdom
France
United Kingdom
United Kingdom
Mexico
Canada
Australia
United Kingdom
Hong Kong
China
Denmark
Sweden
Argentina
Norway
Singapore
New Zealand
Germany
Hong Kong
India
Belgium
Company Name
Where Incorporated
Ireland
Japan
Russian Federation
Finland
India
Portugal
United Kingdom
United Kingdom
Virgin Islands
Malaysia
China
China
France
Germany
Japan
Singapore
Taiwan
United Kingdom
Malaysia
British Columbia
China
United Kingdom
China
Spain
China
Netherlands
United Kingdom
Japan
Canada
Singapore
France
Mexico
Italy
Spain
Belgium
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Switzerland
Netherlands
South Korea
Germany
Brazil
Canada
Taiwan
Thailand
Company Name
Where Incorporated
Australia
Mexico
Italy
France
Malaysia
Spain
Sweden
Netherlands
Sweden
Malaysia
Germany
Netherlands
China
Japan
United Kingdom
France
Germany
China
Netherlands
China
Netherlands
Netherlands
Mexico
Poland
Netherlands
British Columbia
Sweden
Alberta
China
Morocco
Canada
Germany
United Kingdom
Switzerland
Finland
Spain
Sweden
Japan
Malaysia
Slovakia (slovak Republic)
China
China
United Kingdom
China
Switzerland
Netherlands
Germany
Company Name
Where Incorporated
United Kingdom
China
Germany
Germany
United Kingdom
China
1. | I have reviewed this Annual Report on Form 10-K 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: February 20, 2009 | /s/Robert G. Kuhbach | |||
Robert G. Kuhbach | ||||
Vice President, Finance & Chief Financial
Officer (Principal Financial Officer) |
1. | I have reviewed this Annual Report on Form 10-K 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date: February 20, 2009 | /s/ Robert A. Livingston | |||
Robert A. Livingston | ||||
Chief Executive Officer and President |
1. | The Companys Annual Report on Form 10-K for the period ended December 31, 2008, (the Form 10-K ) 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-K fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: February 20, 2009 | /s/ Robert A. Livingston | |||
Robert A. Livingston | ||||
Chief Executive Officer and President | ||||
Dated: February 20, 2009 | /s/ Robert G. Kuhbach | |||
Robert G. Kuhbach | ||||
Vice President, Finance & Chief
Financial Officer (Principal Financial Officer) |
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