e11vk
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE Act of
1934 |
For the transition period from
Commission File Number: 2-91561
A: Full title of the plan and the address of the plan, if different from that of the issuer
named below:
DOVER CORPORATION RETIREMENT SAVINGS PLAN
B: Name of issuer of the securities held pursuant to the plan and the address of its
principal executive office:
DOVER CORPORATION
3005 Highland Parkway,
Suite 200
Downers Grove,
Illinois 60515
(630) 541-1540
Dover Corporation Retirement Savings Plan
Index to Financial Statements
December 31, 2009 and 2008
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Report of Independent Registered Public Accounting Firm |
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1 |
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Financial Statements: |
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Statements of Net Assets Available for Benefits |
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2 |
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Statement of Changes in Net Assets Available for Benefits |
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3 |
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Notes to Financial Statements |
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4 |
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Supplemental Schedules: |
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Schedule H, line 4i Schedule of Assets (Held at End of Year) at December 31, 2009 |
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13 |
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Schedule H, line 4a Schedule of Delinquent Participant Contributions for the Year
Ended December 31, 2009 |
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14 |
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Other schedules outlined by section 2520.103-10 have been omitted, as they are not
applicable. |
Report of Independent Registered Public Accounting Firm
The Plan Administrator
Dover Corporation Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits of Dover
Corporation Retirement Savings Plan as of December 31, 2009 and 2008, and the related statement of
changes in net assets available for benefits for the year ended December 31, 2009. These financial
statements are the responsibility of the Plans management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of Dover Corporation Retirement Savings Plan as of
December 31, 2009 and 2008, and the changes in its net assets available for benefits for the year
ended December 31, 2009, in conformity with accounting principles generally accepted in the United
States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedules of assets (held at end of year) as of December 31,
2009 and of delinquent participant contributions for the year ended December 31, 2009 are presented
for the purpose of additional analysis and are not a required part of the 2009 basic financial
statements but are supplementary information required by the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
These supplemental schedules are the responsibility of the Plans management. The supplemental
schedules have been subjected to the auditing procedures applied in the audit of the 2009 basic
financial statements and, in our opinion, are fairly stated in all material respects in relation to
the 2009 basic financial statements taken as a whole.
/s/ J.H. Cohn LLP
Jericho, New York
June 29, 2010
1
Dover Corporation Retirement Savings Plan
Statements of Net Assets Available for Benefits
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At December 31, |
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(in thousands) |
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2009 |
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2008 |
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Assets: |
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Investments at fair value: |
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Dover stock fund |
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$ |
156,779 |
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$ |
120,247 |
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Mutual funds |
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244,086 |
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165,318 |
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Collective funds |
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300,332 |
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207,789 |
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Pooled separate account |
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1,001 |
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Participant loans |
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27,478 |
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26,640 |
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Total investments |
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729,676 |
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519,994 |
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Receivables: |
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Participant contributions receivable |
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346 |
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441 |
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Company contributions receivable |
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8,039 |
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12,491 |
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Total receivables |
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8,385 |
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12,932 |
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Total Assets |
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738,061 |
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532,926 |
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Liabilities: |
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Excess contributions payable |
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(32 |
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Net Assets Available for Benefits |
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$ |
738,029 |
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$ |
532,926 |
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See Notes to Financial Statements
2
Dover Corporation Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
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For the Year Ended |
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(in thousands) |
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December 31, 2009 |
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Additions: |
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Investment income: |
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Interest |
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1,542 |
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Dividends |
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6,407 |
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Net appreciation in fair value of investments |
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114,973 |
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Total investment income |
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122,922 |
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Contributions: |
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Participant contributions |
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36,183 |
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Company contributions |
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16,715 |
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Rollovers |
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4,586 |
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Net transfers of plan assets from unaffiliated plans |
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87,293 |
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Total contributions |
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144,777 |
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Total additions |
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267,699 |
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Deductions: |
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Distributions |
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(62,596 |
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Total deductions |
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(62,596 |
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Net increase in net assets available
for benefits |
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205,103 |
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Net assets available for benefits |
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Beginning of year |
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532,926 |
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End of year |
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$ |
738,029 |
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See Notes to Financial Statements
3
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
1. Description of the Plan
The following description of Dover Corporation Retirement Savings Plan (the Plan)
provides only general information. This description of the provisions of the Plan is
governed in all respects by the detailed terms and conditions contained in the Plan
itself. Participants should refer to the Plan document for a more complete description
of the Plans provisions.
General
The Plan is a defined contribution plan established to encourage and facilitate
retirement savings and investment by eligible employees of Dover Corporation and its
subsidiaries (Dover). The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended (ERISA).
The assets of the Plan that are invested in Dover stock are in a separate fund (Dover
Stock Fund) which constitutes an Employee Stock Ownership Plan (an ESOP) under
certain sections of the Internal Revenue Code. The Plan gives participants the option to
receive dividends in cash with respect to the stock held in the Dover Stock Fund, which
then allows Dover to deduct for Federal income tax purposes the dividends that are paid
with respect to the stock in such Fund, regardless of whether participants actually
receive the dividends in cash.
Effective January 1, 2009, Wachovia Corporation was acquired by Wells Fargo & Company,
although Wachovia Corporation continued to provide administration services to the Plan
and Wachovia Bank, N.A. (Trustee) continued to provide trustee services to the Plan
throughout 2009. On March 20, 2010, Wachovia Bank, N.A. and Wachovia Bank of Delaware,
N.A. became Wells Fargo Bank, N.A. The combined organization will operate as Wells
Fargo Institutional Retirement and Trust and is the successor trustee to the Plan. The
Trustee has been granted authority by Dovers Pension Committee (the Plan
Administrator), appointed by the Board of Directors, to purchase and sell securities.
Eligibility
Eligible employees of Dover companies that have elected to participate in the Plan
(Employer) may make pre-tax contributions to the Plan. Participating companies may
make (i) matching contributions to the Plan, (ii) profit-sharing contributions to the
Plan, or (iii) both matching and profit sharing contributions. Generally, all employees
of participating companies who reached age 21 are immediately eligible to participate in
the Plan.
Automatic Enrollment
The Plan has an automatic enrollment feature for all Employers (except for employee
groups covered by collective bargaining agreements that have not authorized such
feature). Eligible employees are enrolled automatically in the Plan at a 3% pre-tax
contribution rate unless they formally opt-out of the Plan within 30 days or elect to
contribute at a higher or lower rate. Such participants receive an immediate company
match (if their Employer has elected to make matching contributions), with the
participant generally becoming fully vested in such matching contributions after
attaining one year of service. Pre-tax contributions of participants who are
automatically enrolled in the Plan will be invested in the appropriate Manning & Napier
Retirement Target Collective Investment Trust Funds (CIT) (see Note 3) based on the
participants date of birth unless the participant elects other investments permitted
under the Plan.
4
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
Contributions
Employee
Employee pre-tax deferrals from eligible compensation to the Plan are voluntary.
Eligible compensation generally includes salary and wages, commissions and certain
bonuses. Generally, a participant may elect to exclude from 1% to 50% (in whole
percentages) of his or her eligible compensation (Participant Contribution) from
current taxable income by having such amount contributed to his or her account in the
Plan. Participants who have attained the age of 50 before the end of the Plan year are
eligible to make Catch-up contributions. Participants may also contribute amounts
representing distributions from other qualified defined benefit or defined contribution
plans. The amount contributed by a participant is subject to applicable Internal
Revenue Code limits.
Employer
The Plan allows for both a fixed per payroll matching contribution (Basic Employer
Matching Contribution) and an additional annual year-end matching contribution
(Year-end Employer Matching Contribution). The Basic Employer Matching Contribution is
typically a fixed percentage (e.g., 25%, 40%, 50%) on the first X% of a participants
compensation (e.g., 6%) that he or she contributes to the plan. At the discretion of an
Employers board of directors, an additional Year-end Employer Matching Contribution may
be made to the Plan on behalf of contributing participants employed on the last day of
the year. Basic and Year-end matching contributions are subject to an aggregate limit on
such contributions of 200% of the first 6% of each participants compensation
contributed to the Plan. Catch-up contributions are not matched under the Plan.
Employer Matching Contributions may be made in the form of cash or Dover stock.
Historically, Dover has only contributed cash to the Plan, which is then used to
purchase the Dover stock credited to the participants accounts.
A participating Employer also may elect to make profit sharing contributions for a Plan
year with respect to its employees who have satisfied the age and service requirements
specified by such Employer. Such contributions are allocated in proportion to the
compensation of participants who are employed by that employer and are employees on the
last day of the Plan year whether or not they have deferred any of their compensation
into the Plan. Profit sharing contributions are invested consistent with each
participants investment fund elections.
Beginning in April 2009, due to the protracted downturn in the economy, a number of
participating employers elected to temporarily suspend their contributions to the Plan.
Except for one participating employer, all of the other employers have reinstated their
matching contributions in either 2009 or 2010.
Vesting
Participants are fully vested immediately with respect to their own contributions.
Employer Matching Contributions for all participants generally vest after the
participant completes one year of service.
Generally, in any Plan year in which a participant does not receive the maximum Employer
Matching Contribution to which he or she is entitled (due to periodic payroll-based
limitations), the Employer will make a true-up contribution (year-end reconciling
Employer Matching Contribution). To be entitled to a true-up contribution, a participant
must either be an active employee as of December 31 of the Plan year or his or her
employment must have terminated during the Plan year due to death, permanent disability
or retirement.
A participants profit-sharing account vests at the rate of 20% per year of service
(except in the case of certain employers whose employees Profit-Sharing Contribution
accounts are immediately
5
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
vested). Generally, a participants profit-sharing account becomes fully vested
after five years of service, upon the participants attainment of age 65 while he or she
is a Dover employee, in the event of his or her death or permanent disability while a
Dover employee, or if the Plan is terminated.
Distributions and Forfeitures
A participants vested account balance in the Plan is distributable following the
participants retirement, death or other termination of employment. Unvested amounts are
forfeited and used to reduce future employer contributions. At December 31, 2009 and
2008, accumulated forfeited unvested amounts totaled $1,582,709 and $1,064,663,
respectively. During 2009, $981,080 of the forfeiture balance in the Plan was used to
offset current year employer contributions.
Hardship withdrawals are permitted for any participants who are active employees and
demonstrate a financial hardship which meets Internal Revenue Code regulations to be
considered an immediate and heavy financial need. The hardship withdrawal amount is
limited to the amount necessary to satisfy the financial need, plus income taxes that
the participant is expected to incur on the amount of the withdrawal.
Distributions from the Plan are generally made in the form of single lump sum payments,
although the Plan allows installment distribution payments in the case of fully vested
terminated participants who have reached age 55.
Participant Loans
A participant may borrow from his or her interest in the Plan, subject to applicable
Internal Revenue Code regulations and certain restrictions imposed by the Plan. The
loans are secured by the balances in the participants accounts. Loans outstanding as
of December 31, 2009 bear interest at rates between 3.25% and 11.50%.
Allocation Provisions
Subject to the Plans excessive trading restrictions, each participant has the right to
direct the entire amount of his or her Plan account to be invested in one or more of the
available investment funds in multiples of one percent. Each participant has the right
during any business day to transfer all or any portion of the amount in his or her
account among the investment funds, except that participants who are considered Dover
insiders may complete transfers involving Dover stock only during designated window
periods.
Each participant has the right to roll over into the Plan certain distributions from
other qualified plans or appropriate IRAs.
Participants are entitled to vote with respect to any Dover shares in their account in
the Plan in the same manner as other Dover stockholders.
Administrative Expenses
Certain administrative expenses of the Plan related to the Trustee, recordkeeping, legal
and audit fees are paid by Dover. Fees or commissions associated with each of the
investment options and certain administrative expenses of the Plan are paid primarily by
participants as a deduction from the amount invested or as an offset to investment
earnings and such costs are included in the appreciation or depreciation in fair value
of investments recorded in the Statement of Changes in Net Assets Available for
Benefits.
6
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements were prepared on the accrual basis of accounting
in conformity with accounting principles generally accepted in the United States of
America.
Investments Valuation
Investments consisting of common shares in Dover are valued at the closing market price
on the last business day of the Plan year based on quotations from national securities
exchanges. Investments in registered mutual and collective funds are carried at the fair
value of their underlying assets as of the last business day of the Plan year as
determined by their respective investment managers.
Participant loans receivable are valued at cost (outstanding value), which approximates
fair value.
Investments Transactions and Income Recognition
Purchases and sales of investment securities are reflected on a trade-date basis. Gains
and losses on sales of investment securities are determined on the average cost method.
Funds temporarily awaiting investment are placed in a short-term investment fund of the
Trustee where they earn the prevailing market rate of interest.
Dividend income is recorded on the payable date. Interest income from other investments
is recorded as earned.
The Plan presents in the Statement of Changes in Net Assets Available for Benefits the
appreciation or depreciation in the fair value of its investments which consists of the
realized gains or losses and the unrealized appreciation or depreciation on those
investments.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities and changes
therein, and disclosure of contingent assets and liabilities. Actual results could
differ from those estimates.
Risks and Uncertainties
The Plan provides for various investment options in any combination of stocks, bonds,
collective trust funds, mutual funds and other investment securities. Investment
securities are exposed to various risks, including, but not limited to, interest rate,
market and credit risks. Due to the level of risk associated with certain investment
securities and the level of uncertainty related to changes in the value of investment
securities, it is at least reasonably possible that changes in risks in the near term
could materially affect participants account balances and the amounts reported in the
Statement of Net Assets Available for Benefits and Statement of Changes in Net Assets
Available for Benefits.
Distributions to Participants
Distributions to participants are recorded in the Plans financial statements when paid.
7
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
Plan Termination
Although it has not expressed any intent to do so, Dover has the right under the Plan to
discontinue all contributions at any time and to terminate the Plan, subject to the
provisions of the Plan, ERISA and the Internal Revenue Code. In the event of
termination, participants will become 100% vested in their Plan accounts.
3. Investments
The Plan offered the following investment funds during 2009:
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The American Funds Growth Fund of America (R-4) invests in equities of
companies based outside of the United States and seeks to invest primarily in
common stocks of companies (small or large cap) that appear to offer
opportunities for growth of capital. |
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The Wachovia Disciplined International Core Equity Fund (K) seeks to achieve
consistent, long-term value-added performance using a disciplined approach to
identifying market misvaluations and market inefficiencies that represent
opportunities. The investment strategy uses security selection rather than
focusing on a market or country, sector etc. |
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The Hartford Small Company HLS Fund (IA) seeks growth of capital by
investing primarily in small cap equity securities selected on the basis of
potential for capital appreciation. |
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The Northern Trust Small Cap Value Fund seeks long-term capital appreciation
by investing principally in equity securities of companies with market
capitalizations that are below the median capitalization of stocks listed on
the New York Stock Exchange. |
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The Pacific Capital Small Cap Fund (Y) seeks long-term capital appreciation
by investing in a diversified portfolio of common stocks of smaller U.S.
companies and securities that are convertible into common stocks. |
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The Dover Stock Fund invests in Dover common stock and contains a nominal
balance in money market instruments for liquidity purposes. This account holds
shares of Dover common stock purchased through employee and employer
contributions. |
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The Income Fund (formerly the RiverSource Income Fund II) invests primarily
in the RiverSouce Trust Income Fund II, which invests in AAA credit quality
bonds, traditional insurance contracts and other money market instruments. |
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The PIMCO Total Return Fund (Administrative Class) invests primarily in a
portfolio of intermediate maturity fixed income securities, with investments in
U.S. Treasury, corporate and mortgage-backed bonds. The fund also invests in
U.S. Dollar and non U.S. Dollar denominated securities of non U.S. issuers and
money market instruments. |
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The RiverSource Balanced Fund invests in a balanced mix of U.S. stocks and
fixed income securities. |
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The RiverSource Disciplined Equity Fund (R4) seeks long-term capital
appreciation. The fund typically invests 80% of assets in equity securities of
companies listed on U.S. exchanges with market capitalizations greater than $5
billion at the time of purchase. |
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The RiverSource Trust Equity Index Fund I (CTF) seeks to achieve the rate of
return of the Standard & Poors 500 Index. The fund invests in some or all of
the companies upon which the Standard & Poors 500 Index is based. |
8
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
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The Davis New York Venture Fund (A) seeks long-term capital growth. The
fund invests the majority of its assets in companies that have achieved a
dominant or growing market share, are well managed and can be purchased at
value prices. |
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The Neuberger Berman Genesis Fund (Tr) invests primarily in undervalued
stocks of small-capitalization companies, which it defines as those companies
with a total market value of no more than $2 billion as measured at the time
the fund first invests. |
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The American Funds Capital World Growth and Income Fund seeks to provide
investors with long-term growth of capital while providing current income by
investing primarily in common stocks and bonds of well-established companies
located around the world. |
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The Manning & Napier Retirement Target CIT Funds (2010, 2020, 2030, 2040 &
Target Income) adjust the investment allocation from a more aggressive mix at
younger ages to an increasingly more conservative mix at older ages as the
participant approaches his or her retirement date. |
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The Principal U.S. Property Separate Account invests primarily in real
estate holdings. This fund is subject to liquidity restrictions and is closed
to future participation. |
The fair value of investments that individually represent 5% or more of the Plans net
assets available for benefits are noted in the following table:
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At December 31, |
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(in thousands) |
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2009 |
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2008 |
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Dover Stock Fund |
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$ |
156,779 |
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$ |
120,247 |
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Income Fund |
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115,065 |
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|
107,055 |
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Manning & Napier Retirement Target CIT Fund 2030 |
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55,672 |
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* |
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Neuberger Berman Genesis Fund |
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47,340 |
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35,432 |
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PIMCO Total Return Fund |
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44,834 |
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29,086 |
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RiverSource Trust Equity Index Fund I |
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41,642 |
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31,246 |
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* |
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Not applicable, investment amount is below 5%. |
The Plans investments (including gains and losses on investments bought and sold, as
well as held during the year) appreciated (depreciated) in value as follows:
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For the Year Ended |
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December 31, |
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(in thousands) |
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2009 |
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Dover Stock Fund |
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$ |
34,824 |
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Mutual funds |
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|
44,888 |
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Collective funds |
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35,531 |
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Pooled separate account |
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(270 |
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$ |
114,973 |
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4. Fair Value Measurements
On January 1, 2008, the Plan adopted Financial Accounting Standards Board (FASB)
Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures,
and subsequently adopted certain related FASB staff positions. ASC 820 defines fair
value as the price that would be received from selling an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date.
When determining the fair value measurements for assets and liabilities required to be
recorded at fair value, the Plan considers the principal or most advantageous
9
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
market in which it would transact and considers assumptions that market
participants would use when pricing the asset or liability, such as inherent risk,
transfer restrictions, and risk of nonperformance.
ASC 820 also establishes a fair value hierarchy that requires the Plan to maximize the
use of observable inputs and minimize the use of unobservable inputs when measuring fair
value. A financial instruments categorization within the fair value hierarchy is based
upon the lowest level of input that is significant to the fair value measurement. ASC
820 establishes three levels of inputs that may be used to measure fair value:
Level 1: quoted prices in active markets for identical assets or liabilities.
Mutual funds excluding the PIMCO Total Return Fund: These investments are
public investment securities valued using the Net Asset Value (NAV)
provided by Wachovia. The NAV is based on the value of the underlying assets
owned by the funds, minus its liabilities, and then divided by the number of
shares outstanding. The NAV is a quoted price in active markets.
Level 2: inputs other than Level 1 that are observable, either directly or
indirectly, such as quoted prices in active markets for similar assets or
liabilities, quoted prices for identical or similar assets or liabilities in markets
that are not active, or other inputs that are observable or can be corroborated by
observable market data for substantially the full term of the assets or liabilities;
Collective funds and the PIMCO Total Return Fund, excluding the Income Fund:
These investments are public investment securities valued using the NAV
provided by Wachovia. The NAV is quoted on a private market that is not
active; however, the unit price is based on underlying investments which are
actively traded.
Level 3: unobservable inputs that are supported by little or no market activity and
that are significant to the fair value of the assets or liabilities.
Loans to participants: Loans to participants are valued at cost plus accrued
interest, which approximates fair value.
Income Fund: The income fund consists of bonds, insurance contracts and book
value contracts. The fund is valued based on the collective value of the
underlying assets, which approximates fair value.
Principal U.S. Property Separate Account: This is separate account investing
primarily in real estate holdings, which are valued annually by independent
appraisers giving consideration to income, cost and sales comparison
approaches for valuing real estate. Values are updated daily based on changes
in market rates and conditions.
Below are the Plans financial instruments carried at fair value on a recurring basis by
their ASC 820 fair value hierarchy level as of December 31, 2009 and 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total Fair Value |
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dover Stock Fund |
|
|
|
|
|
$ |
156,779 |
|
|
|
|
|
|
$ |
156,779 |
|
Mutual Funds |
|
$ |
199,252 |
|
|
|
44,834 |
|
|
|
|
|
|
|
244,086 |
|
Common/Collective Trusts |
|
|
|
|
|
|
185,267 |
|
|
$ |
115,065 |
|
|
|
300,332 |
|
Pooled Separate Account |
|
|
|
|
|
|
|
|
|
|
1,001 |
|
|
|
1,001 |
|
Participant Loans |
|
|
|
|
|
|
|
|
|
|
27,478 |
|
|
|
27,478 |
|
|
Total Assets |
|
$ |
199,252 |
|
|
$ |
386,880 |
|
|
$ |
143,544 |
|
|
$ |
729,676 |
|
|
10
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2008 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total Fair Value |
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dover Stock Fund |
|
|
|
|
|
$ |
120,247 |
|
|
|
|
|
|
$ |
120,247 |
|
Mutual Funds |
|
$ |
136,232 |
|
|
|
29,086 |
|
|
|
|
|
|
|
165,318 |
|
Common/Collective Trusts |
|
|
|
|
|
|
100,734 |
|
|
$ |
107,055 |
|
|
|
207,789 |
|
Participant Loans |
|
|
|
|
|
|
|
|
|
|
26,640 |
|
|
|
26,640 |
|
|
Total Assets |
|
$ |
136,232 |
|
|
$ |
250,067 |
|
|
$ |
133,695 |
|
|
$ |
519,994 |
|
|
The table below sets forth a summary of changes in the fair value of the Plans level 3
investment assets for the year ended December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Gains or |
|
|
Purchases, |
|
|
|
|
|
|
|
|
|
|
Total Gains or |
|
|
Losses for the |
|
|
Sales, |
|
|
|
|
|
|
Beginning |
|
|
Losses for the |
|
|
period |
|
|
Issuances, |
|
|
Ending Fair |
|
|
|
Fair Value |
|
|
period (realized) |
|
|
(unrealized) |
|
|
Settlements Net |
|
|
Value |
|
|
Income Fund |
|
$ |
107,055 |
|
|
$ |
2,534 |
|
|
$ |
(2,958 |
) |
|
$ |
8,434 |
|
|
$ |
115,065 |
|
Pooled Separate Account |
|
|
|
|
|
|
|
|
|
|
(270 |
) |
|
|
1,271 |
|
|
|
1,001 |
|
Participant Loans |
|
|
26,640 |
|
|
|
|
|
|
|
|
|
|
|
838 |
|
|
|
27,478 |
|
5. Related-Party Transactions
Certain Plan investments are shares of mutual or collective funds managed by the Trustee
or companies owned by the Trustee as defined by the Plan and, therefore, these
transactions qualify as party-in-interest transactions. Dover as the Plan sponsor is
also a related party in accordance with Section 3.14 of ERISA.
6. Income Tax Status
Dover has previously received a Favorable Determination Letter dated July 29, 2004 from
the Internal Revenue Service stating that the Plan, as then designed, was in compliance
with the provisions of Section 401 of the Internal Revenue Code, and that its related
trust is exempt from Federal income taxes. On February 2, 2009, the Plan was submitted
to the Internal Revenue Service for a new Determination Letter that covers numerous
amendments since receiving the 2004 determination letter. Dover believes that the Plan
is designed and currently being operated in compliance with the applicable provisions of
the Internal Revenue Code.
7. Transfers In and Transfers Out
The following transfers involve companies that are, or were, indirect, wholly-owned
subsidiaries of Dover. All assets have been transferred into or transferred out of the
Plan at fair value as of the date indicated.
On January 1, 2009, assets amounting to approximately $6.9 million were transferred into
the Plan from the Pole/Zero Corporation 401(k) Retirement Plan. Pole/Zero Acquisition,
Inc. began participating in the Plan effective January 1, 2009.
On May 1, 2009, assets amounting to approximately $16.8 million were transferred into
the Plan from the Paladin Brands 401(k) Retirement Plan. Paladin Brands began
participating in the Plan effective May 1, 2009.
11
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
Effective with the merger of the Paladin Brands 401(k) Retirement Plan on May 1, 2009,
the Plan continues to offer the Principal U.S. Property Separate Account Fund
(Principal) only to former participants of the Paladin Brands 401(k) Retirement Plan
who were invested in this fund as of the merger effective date. This fund offering is
being continued since Principal has placed liquidity restrictions on participants who
have invested in the fund. According to Principal, these liquidity restrictions may
stay in effect until no later than September 26, 2011. This fund will not accept any
new contributions or transfers from other investment funds.
On May 1, 2009, assets amounting to approximately $1.7 million were transferred into the
Plan from the JE Pistons, Inc. Profit Sharing 401(k) Plan. Performance Motorsports
d/b/a JE Pistons, Inc. began participating in the Plan effective May 1, 2009.
On July 1, 2009, assets amounting to approximately $34.2 million were transferred into
the Plan from the Warn Industries, Inc. 401(k) and Retirement Plan. Warn Industries,
Inc. began participating in the Plan effective July 1, 2009.
On August 1, 2009, assets amounting to approximately $7.0 million were transferred into
the Plan from the PDQ Manufacturing, Inc. 401(k) Savings and Retirement Plan. PDQ
Manufacturing, Inc. began participating in the Plan effective August 1, 2009.
On September 1, 2009, assets amounting to approximately $20.7 million were transferred
into the Plan from the Everett Charles Technologies 401(k) Retirement Savings Plan.
Everett Charles Technologies began participating in the Plan effective September 1,
2009.
8. Nonexempt Transactions
As reported on the supplemental schedule of delinquent participant contributions,
certain Plan contributions were not remitted to the Plan within the time frame specified
by 29 CFR 2510-3-102 of the Department of Labors Rules and Regulations for reporting
under ERISA, thus constituting nonexempt transactions between the Plan and the Company
for the year ended December 31, 2009.
9. Subsequent Events
The Plan
has evaluated subsequent events through June 29, 2010, the date the
financial statements were available to be issued.
On January 1, 2010, assets amounting to approximately $13.4 million were transferred
into the Plan from the Marathon Equipment Company Retirement Accumulation Plan. Marathon
Equipment Company began participating in the Plan effective January 1, 2010.
On April 1, 2010, assets amounting to approximately $15.7 million were transferred into
the Plan from the Datamax Corporation Code Section 401(k) Profit Sharing Plan and Trust
and assets amounting to approximately $3.4 million were transferred into the Plan from
the ONeil Product Development, Inc. 401(k) Plan. Datamax-ONeil Corporation began
participating in the Plan effective April 1, 2010.
On April 30, 2010, assets amounting to approximately $4.6 million were transferred out
of the Plan (as a trust-to-trust transfer of assets) into the Triton Systems of
Delaware, LLC 401(k) Retirement Plan set up for Triton participants who were part of the
sale of Triton Systems of Delaware, Inc. to management.
On May 10, 2010, assets amounting to approximately $29.9 million were transferred into
the Plan from the Knowles Electronics, LLC Retirement Savings Plan for the Knowles
Family of Companies. Knowles Electronics, LLC, began participating in the Plan effective
December 27, 2009. In connection with this merger, the Plan added to its investment
offerings the Artisan Mid Cap Value Investor Fund, which seeks maximum long-term capital
growth by investing primarily in undervalued, medium-sized U.S. companies.
12
EIN# 53-0257888
Plan# 030
Dover Corporation Retirement Savings Plan
Schedule H, line 4i Schedule of Assets (Held at End of Year)
At December 31, 2009
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
(b) |
|
(c) |
|
(e) |
|
(a) |
|
Identity of Issuer, Borrower, Lender, etc. |
|
Description of Investment |
|
Fair Value |
|
|
* |
|
Dover Stock Fund (3,460,254 shares) |
|
Common stock fund |
|
$ |
156,779 |
|
* |
|
RiverSource Balanced Fund |
|
Mutual funds |
|
|
12,805 |
|
|
|
Davis New York Venture Fund |
|
Mutual funds |
|
|
33,073 |
|
|
|
Neuberger Berman Genesis Fund |
|
Mutual funds |
|
|
47,340 |
|
|
|
PIMCO Total Return Fund |
|
Mutual funds |
|
|
44,834 |
|
|
|
American Funds Growth Fund of America |
|
Mutual funds |
|
|
26,666 |
|
|
|
Pacific Capital Small Cap Fund |
|
Mutual funds |
|
|
1,620 |
|
|
|
Hartford Small Company HLS Fund |
|
Mutual funds |
|
|
9,192 |
|
|
|
Northern Trust Small Cap Value Fund |
|
Mutual funds |
|
|
2,599 |
|
|
|
American Funds Capital World Growth and Income Fund |
|
Mutual funds |
|
|
35,627 |
|
* |
|
RiverSource Disciplined Equity FD |
|
Mutual funds |
|
|
30,330 |
|
* |
|
Wachovia Displined International Core Equity Fund |
|
Collective funds |
|
|
22,286 |
|
|
|
Manning & Napier Retirement Target Income CIT Fund |
|
Collective funds |
|
|
13,170 |
|
|
|
Manning & Napier Retirement Target CIT Fund 2010 |
|
Collective funds |
|
|
16,730 |
|
|
|
Manning & Napier Retirement Target CIT Fund 2020 |
|
Collective funds |
|
|
15,869 |
|
|
|
Manning & Napier Retirement Target CIT Fund 2030 |
|
Collective funds |
|
|
55,672 |
|
|
|
Manning & Napier Retirement Target CIT Fund 2040 |
|
Collective funds |
|
|
19,898 |
|
* |
|
RiverSource Trust Equity Index Fund I |
|
Collective funds |
|
|
41,642 |
|
* |
|
Income Fund |
|
Collective funds |
|
|
115,065 |
|
|
|
Principal U.S. Property Separate Account |
|
Pooled separate account |
|
|
1,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
702,198 |
|
|
|
|
|
|
|
|
|
|
* |
|
Participant loans, interest rates ranging from 3.25% to 11.5%, maturities through 2037 |
|
Loans |
|
|
27,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at fair value |
|
|
|
$ |
729,676 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Denotes party-in-interest |
See Report of Independent Registered Public Accounting Firm
13
|
|
|
|
|
EIN# 53-0257888
Plan# 030 |
Dover Corporation Retirement Savings Plan
Schedule H, line 4a Schedule of Delinquent Participant Contributions
Year Ended December 31, 2009
(dollars in thousands)
|
|
|
|
|
|
|
|
|
Participant |
|
|
|
|
|
Contributions |
|
|
|
|
|
Transferred Late to |
|
|
|
|
|
Plan * |
|
Total that Constitutes Nonexempt Prohibited Transactions |
|
|
Check here if Late |
|
|
|
|
|
|
|
|
Participant Loan |
|
|
|
|
|
|
|
Total Fully |
Repayments are |
|
|
|
Contributions |
|
Contributions |
|
Corrected Under |
included: |
|
Contributions Not |
|
Corrected Outside |
|
Pending Correction |
|
VFCP and PTE |
þ |
|
Corrected |
|
VFCP |
|
in VFCP |
|
2002-51 |
$232 |
|
|
|
$232 |
|
|
|
|
See Report of Independent Registered Public Accounting Firm
14
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this Annual Report on Form 11-K to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
|
|
|
|
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
|
|
Dated: June 29, 2010 |
By: |
/s/
Jay L. Kloosterboer |
|
|
|
Jay L. Kloosterboer, Vice President, |
|
|
|
Human Resources and Member of the
Pension Committee (Plan Administrator) |
|
EXHIBIT INDEX
23.1 |
|
Consent of J.H. Cohn LLP |