form11k-123110.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
FORM 11-K
 
 
  (Mark One)  
  þ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
     For the fiscal year ended December 31, 2010
 
OR
 
  o 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, IL 60515
(630) 541-1540
 
 
 
 
 
 
Dover Corporation Retirement Savings Plan
 
Index to Financial Statements
 
December 31, 2010 and 2009
 
 
Page
   
Reports of Independent Registered Public Accounting Firms
1
   
Financial Statements:
  
   
Statements of Net Assets Available for Benefits
3
   
Statement of Changes in Net Assets Available for Benefits
4
   
Notes to Financial Statements
5
   
Supplemental Schedules:
  
   
Schedule H, line 4a – Schedule of Delinquent Participant Contributions
16
   
Schedule H, line 4i - Schedule of Assets (Held at End of Year) at December 31, 2010
17
 
 
Other schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
 
 
 
 
 
Report of Independent Registered Public Accounting Firm




The Plan Administrator
Dover Corporation Retirement Savings Plan
Downers Grove, Illinois

We have audited the accompanying statement of net assets available for benefits of the Dover Corporation Retirement Savings Plan as of December 31, 2010 and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit 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 audit provides 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 the Dover Corporation Retirement Savings Plan as of December 31, 2010, and the changes in net assets available for benefits for the year then ended, in conformity with U.S. generally accepted accounting principles.

Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Schedule H, Line 4i – Schedule of Assets (Held at End of Year) and Schedule H, Line 4a – Schedule of Delinquent Participant Contributions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic 2010 financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic 2010 financial statements taken as a whole.

/s/ Crowe Horwath LLP

Oak Brook, Illinois
June 24, 2011
 
 
1
 
 
Report of Independent Registered Public Accounting Firm




The Plan Administrator
Dover Corporation Retirement Savings Plan

We have audited the accompanying statement of net assets available for benefits of Dover Corporation Retirement Savings Plan as of December 31, 2009. This financial statement is the responsibility of the Plan’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit 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 statement of net assets available for benefits is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of net assets available for benefits. 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 audit provides a reasonable basis for our opinion.

In our opinion, the statement of net assets available for benefits referred to above presents fairly, in all material respects, the net assets available for benefits of Dover Corporation Retirement Savings Plan as of December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

/s/ J.H. Cohn LLP

Jericho, New York
June 29, 2010
 
 
2
 
 
Dover Corporation Retirement Savings Plan

Statements of Net Assets Available for Benefits
 

   
At December 31,
  
(in thousands)
  
2010
    
2009
  
Assets:
            
Investments at fair value:
            
Dover Stock Fund
   $ 214,359     $ 156,779  
Mutual funds
     252,038       199,252  
Collective funds
     428,244       345,166  
Pooled separate account
     -       1,001  
Total investments
     894,641       702,198  
                 
Receivables:
                
Participant contributions receivable
     277       346  
Employer contributions receivable
     13,180       8,039  
Notes receivable from participants
     33,555       27,478  
Total receivables
     47,012       35,863  
                 
Total Assets
     941,653       738,061  
                 
Liabilities:
                
Excess contributions payable
     (10 )     (32 )
Net Assets Available for Benefits
   $ 941,643     $ 738,029  
 

See Notes to Financial Statements
 
 
3
 

Dover Corporation Retirement Savings Plan

Statement of Changes in Net Assets Available for Benefits
 
 
(in thousands)
  
For the Year Ended December 31, 2010
  
Additions:
      
Investment income:
      
Dividends
   $ 6,274  
Net appreciation in fair value of investments
     126,077  
Total investment income
     132,351  
         
Interest income on notes receivable from participants
     1,451  
         
Contributions:
        
Participant contributions
     45,526  
Employer contributions
     25,040  
Rollovers
     9,245  
Total contributions
     79,811  
         
Total additions
     213,613  
         
Deductions:
        
Distributions
     (68,946 )
Administrative expenses
     (1,724 )
Total deductions
     (70,670 )
         
Net increase in assets available for benefits prior to transfers
     142,943  
         
Net plan transfers
     60,671  
         
Net assets available for benefits:
        
Beginning of year
     738,029  
End of year
   $ 941,643  
 
 
See Notes to Financial Statements
 
 
4
 
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
(Amounts in thousands)
 
1.  Description of the Plan
 
The following description of the 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 Plan’s 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. were merged into Wells Fargo Bank, N.A.  The combined organization now operates as Wells Fargo Institutional Retirement and Trust and is the successor trustee to the Plan. The Trustee has been granted authority by Dover’s Benefits Committee (the “Plan Administrator”), appointed by the Compensation Committee of the Board of Directors, to purchase and sell securities.

Eligibility

Eligible employees of Dover companies (“Employer”) that have elected to participate in the Plan 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 have 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 participant’s date of birth unless the participant elects other investments permitted under the Plan.

 
5
 
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
(Amounts in thousands)
 
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”), together the “Employer Matching Contribution.” The Basic Employer Matching Contribution is typically a fixed percentage (e.g., 25%, 40%, 50%) on the first X% of a participant’s compensation (e.g., 6%) that he or she contributes to the Plan.  At the discretion of an Employer’s 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 participant’s 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 participant’s 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.  As of January 2011, all of the employers that suspended matching contributions have reinstated them.

Vesting

Participants are fully vested immediately with respect to their own contributions. Employer Matching Contributions for all participants, plus earnings thereon, 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.

Except for those employers whose employees’ profit-sharing contribution accounts are immediately vested, a participant’s profit-sharing account generally becomes fully vested after five years of service (or at a rate of 20% per year). A participant’s matching contribution and profit-sharing account may also become fully vested upon the participant’s 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.
 
 
6
 
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
(Amounts in thousands)

Distributions and Forfeitures

A participant’s vested account balance in the Plan is distributable following the participant’s retirement, death or other termination of employment. Unvested amounts are forfeited and used to reduce future employer contributions. At December 31, 2010 and 2009, accumulated forfeited unvested amounts totaled $1,200 and $1,583, respectively. During 2010, $1,002 of forfeitures in the Plan were 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. For distributions that include company stock, the participant may elect to receive whole shares of company stock “in-kind” and the remaining fractional share in cash.

A participant is entitled to 100% of his or her account balance upon retirement at or after age 65, death or disability.

Notes Receivable from Participants

A participant may borrow from his or her vested interest in the Plan, subject to applicable Internal Revenue Code regulations and certain restrictions imposed by the Plan.  The notes receivable are secured by the balances in the participant’s accounts.  Each note receivable carries a reasonable rate of interest determined by the Plan Administrator to be commensurate with the prevailing interest rate charged on similar commercial loans made within the same locale and time period. Notes receivable outstanding as of December 31, 2010 bear interest at rates between 3.25% and 10.25%. A participant may have up to two outstanding notes receivable at one time.
  
Allocation Provisions

Subject to the Plan’s 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 tax-qualified plans or appropriate individual retirement accounts.

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.
 
 
7
 
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
(Amounts in thousands)

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.

New Accounting Guidance

In September 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-25, Reporting Loans to Participants by Defined Contribution Pension Plans. The ASU requires that loans should be classified as notes receivable from participants and measured at their unpaid principal balance, plus any accrued but unpaid interest. Previously, participant loans were classified as investments that are recognized at fair value in accordance with Accounting Standards Codification (“ASC”) 962-325. This guidance is effective for reporting periods ending after December 15, 2010 and is to be applied retrospectively to all periods presented comparatively. The adoption of this guidance by the Plan resulted in the reclassification from investments to notes receivable from participants of $27,478 on the Statement of Net Assets Available for Benefits as of December 31, 2009. The adoption had no effect on the Plan’s net assets available for benefits.
  
Investments – Valuation

The Plan’s investments are reported at fair value (see Note 4). Investments in common shares of Dover are valued at the closing market price on the last business day of the Plan year based on quotations from national securities exchanges. The fair value of investments in registered mutual funds are obtained from quoted prices on national securities exchanges. The fair value of investments in collective funds and pooled separate accounts are based on the net asset values as of the last business day of the Plan year as determined by their respective investment managers and recent transaction prices.

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 ex-dividend 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 net 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.

Notes Receivable from Participants

Notes receivable from participants are reported at their unpaid principal balance plus any accrued but unpaid interest with no allowance for credit losses, as repayments of principal and interest are received through payroll deductions and the notes are collateralized by the participants’ account balances.
 
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 and disclosures of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.
 
 
8
 
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
(Amounts in thousands)
 
Reclassifications

Certain amounts in the prior year have been reclassified to conform to current year presentation.
 
Risks and Uncertainties

The Plan provides for various investment options in any combination of stocks, collective trust funds, mutual funds and other investment securities.  Investment securities are exposed to various risks, including, but not limited to, interest rate, market, liquidity 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.
 
At December 31, 2010 and 2009, approximately 22.61% and 20.99%, respectively, of the Plan’s assets were invested in Dover Corporation common stock.

Distributions to Participants

Distributions to participants are recorded in the Plan’s financial statements when paid.

Excess Contributions

Refunds of excess participant deferral contributions and forfeited employer matching contributions may be required to satisfy the relevant nondiscrimination provisions of the Plan. Such refunds are accrued as a liability and reduction in contributions in the Plan year in which the excess deferrals were made to the Plan.
 
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 2010:
 
9
 
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
(Amounts in thousands)
 
10
 
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
(Amounts in thousands)

The fair value of investments that individually represent 5% or more of the Plan’s net assets available for benefits are noted in the following table:
 
   
At December 31,
  
 
  
2010
    
2009
  
Dover Stock Fund
   $ 214,359     $ 156,779  
Income Fund
     130,592       115,065  
Manning & Napier Retirement Target CIT Fund 2030
     64,870       55,672  
PIMCO Total Return Fund
     63,493       44,834  
Neuberger Berman Genesis Fund
     62,386       47,340  
RiverSource Trust Equity Index Fund I
     51,244       41,642  


The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:
 
   
For the Year Ended
  
   
December 31,
  
 
  
2010
  
Dover Stock Fund
   $ 62,634  
Mutual funds
     30,178  
Collective funds
     33,223  
Pooled separate account
     42  
    $ 126,077  
 
 
11
 
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
(Amounts in thousands)

4.  Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures 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 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 instrument’s 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 and Dover Stock Fund:  These investments are public investment securities valued by obtaining quoted prices from nationally recognized securities exchanges.

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:  These investments are public investment securities valued based on the net asset values as of the last business day of the Plan year as determined by their respective investment managers.

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 or significant unobservable inputs that reflect the Plan’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Principal U.S. Property Separate Account: This is a 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.

 
12
 
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
(Amounts in thousands)

Below are the Plan’s financial instruments carried at fair value on a recurring basis by their ASC 820 fair value hierarchy level as of December 31, 2010 and 2009:
 
   
As of December 31, 2010
  
   
Level 1
    
Level 2
    
Level 3
    
Total Fair Value
  
Investments:
                        
Dover Stock Fund
   $ 214,359     $ -     $ -     $ 214,359  
Mutual funds:
                                
Large Cap Blend
     39,580       -       -       39,580  
Large Cap Growth
     35,093       -       -       35,093  
Large Cap Value
     91,083       -       -       91,083  
Mid Cap Growth
     62,386       -       -       62,386  
Mid Cap Value
     2,258       -       -       2,258  
Small Cap Growth
     16,073       -       -       16,073  
Small Cap Value
     5,565       -       -       5,565  
Collective funds:
                                
Equities
     -       29,354       -       29,354  
Intermediate-term Fixed Income
     -       63,493       -       63,493  
Lifestyle Fixed Income
     -       15,337       -       15,337  
Lifestyle Blend
     -       43,534       -       43,534  
Lifestyle Equity
     -       94,690       -       94,690  
Diversified Stock Fund
             181,836       -       181,836  
    $ 466,397     $ 428,244     $ -     $ 894,641  
 
   
As of December 31, 2009
  
   
Level 1
    
Level 2
    
Level 3
    
Total Fair Value
  
Investments:
                        
Dover Stock Fund
   $ 156,779     $ -     $ -     $ 156,779  
Mutual funds:
                                
Large Cap Blend
     33,073       -       -       33,073  
Large Cap Growth
     26,665       -       -       26,665  
Large Cap Value
     78,761       -       -       78,761  
Mid Cap Growth
     47,341       -       -       47,341  
Small Cap Growth
     9,192       -       -       9,192  
Small Cap Value
     4,220       -       -       4,220  
Collective funds:
                                
Equities
     -       22,286       -       22,286  
Intermediate-term Fixed Income
     -       44,834               44,834  
Lifestyle Fixed Income
     -       13,170       -       13,170  
Lifestyle Blend
     -       32,599       -       32,599  
Lifestyle Equity
     -       75,571       -       75,571  
Diversified Stock Fund
     -       156,706       -       156,706  
Pooled Separate Account
     -       -       1,001       1,001  
    $ 356,031     $ 345,166     $ 1,001     $ 702,198  
 
There were no significant transfers between Level 1 and Level 2 investments during 2010.

 
13
 
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
(Amounts in thousands)
 
The table below sets forth a summary of changes in the fair value of the Plan’s level 3 investment assets for the year ended December 31, 2010:
 
   
Pooled Separate Account
  
Beginning Fair Value
   $ 1,001  
Total Gains or Losses for the period (realized)
     42  
Purchases, Sales, Issuances, Settlements, Net
     (1,043 )
Ending Fair Value
   $ -  
 
 
5.  Related-Party and Party-in-Interest Transactions

Certain Plan assets are invested in common stock of Dover Corporation. Dover, as the Plan sponsor, is also a related party in accordance with Section 3.14 of ERISA. 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. Notes receivable from participants held by the Plan are also considered party-in-interest transactions.

At December 31, 2010 and 2009, the Plan held 3,642 and 3,723 shares of employer stock, respectively. Dividends were paid on these shares in the amount of $3,952 during the year ended December 31, 2010. These transactions also qualify as party-in-interest transactions.
 

6.  Income Tax Status

Dover has previously received a 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

On January 1, 2010, assets amounting to $14,394 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 $16,347 were transferred into the Plan from the Datamax Corporation Code Section 401(k) Profit Sharing Plan and Trust and assets amounting to $3,438 were transferred into the Plan from the O’Neil Product Development, Inc. 401(k) Plan.  Datamax-O’Neil Corporation began participating in the Plan effective April 1, 2010.

On April 30, 2010, assets amounting to $4,943 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 2010 sale of Triton Systems of Delaware, Inc. to management.

On May 10, 2010, assets amounting to $30,195 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.

On July 1, 2010, assets amounting to $520 were transferred into the Plan from the Multitest 401(k) Savings Plan. Multitest Electronic Systems, Inc. began participating in the Plan effective July 1, 2010.

An additional $720 of notes receivable from participants was transferred into the Plan during the year for certain operating companies that began participating in the Dover Retirement Savings Plan prior to 2010.
 
 
14
 
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
(Amounts in thousands)

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 Labor’s Rules and Regulations for reporting under ERISA, thus constituting nonexempt transactions between the Plan and Dover for the year ended December 31, 2010.

 
15
 
 
 
 EIN# 53-0257888
Plan# 030
 
Dover Corporation Retirement Savings Plan
 Schedule H, line 4a  - Schedule of Delinquent Participant Contributions
 Year Ended December 31, 2010
 (dollars in thousands)
                 
Participant
Contributions
Transferred Late to
Plan *
  
Total that Constitutes Nonexempt Prohibited Transactions
    
Check here if Late
Participant Loan
Repayments are
included:
x
  
Contributions Not
Corrected
  
Contributions
Corrected Outside
VFCP
  
Contributions
Pending Correction
in VFCP
  
Total Fully
Corrected Under
VFCP and PTE
2002-51
$51
      
$51
        
 
 
16
 
 
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, 2010
  
(dollars in thousands)
  
             
   
(b)
 (c)
  
(e)
  
(a)
  
 Identity of Issuer, Borrower, Lender, etc.
 Description of Investment
  
Fair Value
  
   
Dover Stock Fund:
        
  *  
Dover Corporation
Dover Stock Fund
   $ 214,359  
                 
     
Mutual funds:
          
  *  
Columbia
Balanced Fund
     17,161  
     
Davis Funds
New York Venture Fund
     39,580  
     
Neuberger Berman
Genesis Fund
     62,386  
     
American Funds
Growth Fund of America
     35,093  
     
Hartford Mutual Funds
Small Company HLS Fund
     12,156  
     
Northern Funds
Small Cap Value Fund
     5,565  
     
American Funds
Capital World Growth and Income Fund
     37,455  
  *  
Columbia
Large Core Quantitative
     36,467  
     
Artisan
Mid Cap Value Fund
     2,258  
     
Aberdeen
Small Cap Fund
     3,917  
                 
     
Collective funds:
          
     
PIMCO Funds
Total Return Fund
     63,493  
  *  
Wells Fargo
International Core Equity Fund
     29,354  
     
Manning & Napier
Retirement Target Income CIT Fund
     15,337  
     
Manning & Napier
Retirement Target CIT Fund 2010
     18,564  
     
Manning & Napier
Retirement Target CIT Fund 2020
     24,970  
     
Manning & Napier
Retirement Target CIT Fund 2030
     64,870  
     
Manning & Napier
Retirement Target CIT Fund 2040
     29,820  
  *  
RiverSource Trust
Equity Index Fund I
     51,244  
  *  
RiverSource Trust
Income Fund
     130,592  
                 
                 
     
Participant loans:
          
  *   
Plan participants
Interest rates from 3.25% - 10.25%
        
       
Maturities through 2040
     33,555  
     
Total investments at fair value
       928,196  
 
Column (d) omitted as cost information is not required for participant-directed assets.

 
* Denotes party-in-interest to the Plan.
 
17
 
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
DOVER CORPORATION
RETIREMENT SAVINGS PLAN
       
Dated: June 24, 2011
By:
/s/ Jay L. Kloosterboer
  
   
Jay L. Kloosterboer, Senior Vice President,
Human Resources and Member of the
Benefits Committee (Plan Administrator)
  
 
 
 
 
 
EXHIBIT INDEX


23.1           Consent of Crowe Horwath LLP

23.2           Consent of J.H. Cohn LLP