11-K
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, 2005
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE Act of
1934 [NO FEE REQUIRED] |
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
280 Park Avenue
New York, New York 10017
(212) 922-1640
Dover Corporation Retirement Savings Plan
Index to Financial Statements
December 31, 2005 and 2004
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* |
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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 statement of net assets available for benefits of the Dover
Corporation Retirement Savings Plan as of December 31, 2005, 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 Plans 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, 2005, and the changes in its net assets available for benefits for the year then
ended, in conformity with accounting principles generally accepted in the United States of America.
Our audit was 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) and of delinquent
participant contributions at December 31, 2005 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 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 basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial statements taken as a
whole.
/s/ J.H. Cohn LLP
New York, New York
June 23, 2006
1
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of the
Dover Corporation Retirement Savings Plan:
In our opinion, the accompanying statement of net assets available for benefits and the
related statement of changes in net assets available for benefits present fairly, in all
material respects, the net assets available for benefits of the Dover Corporation
Retirement Savings Plan (the Plan) at December 31, 2004, and the changes in net assets
available for benefits for the year then ended in conformity with accounting principles
generally accepted in the United States of America. These financial statements are the
responsibility of the Plans management. Our responsibility is to express an opinion on
these financial statements based on our audit. We conducted our audit of these statements
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, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
New York, New York
June 28, 2005
2
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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2005 |
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2004 |
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Investments at fair value: |
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Dover Corporation common stock accounts |
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$ |
181,389 |
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$ |
202,692 |
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Mutual funds |
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346,597 |
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298,159 |
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Collective funds |
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207,593 |
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199,842 |
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Participant loans |
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27,643 |
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27,819 |
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Total investments at fair value |
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763,222 |
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728,512 |
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Receivables: |
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Participant contributions receivable |
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1,040 |
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641 |
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Company contributions receivable |
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12,848 |
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12,122 |
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Total receivables |
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13,888 |
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12,763 |
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Net assets available for benefits |
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$ |
777,110 |
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$ |
741,275 |
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See Notes to Financial Statements
3
Dover Corporation Retirement Savings Plan
Statements of Changes in Net Assets Available for Benefits
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For
the Years Ended December 31, |
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(in thousands) |
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2005 |
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2004 |
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Investment income: |
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Interest |
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$ |
1,212 |
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$ |
1,412 |
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Dividends |
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22,489 |
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9,055 |
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Net realized and unrealized appreciation
in fair value of investments |
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8,102 |
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39,253 |
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Total investment income |
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31,803 |
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49,720 |
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Additions: |
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Participant contributions |
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36,014 |
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36,583 |
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Company contributions |
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21,351 |
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18,005 |
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Transfer of plan assets in from
unaffiliated plans |
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21,393 |
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47,572 |
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Rollovers |
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2,178 |
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903 |
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Total additions |
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80,936 |
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103,063 |
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Deductions: |
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Distributions |
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(73,258 |
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(58,927 |
) |
Transfer of plan assets out to
unaffiliated plan |
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(3,646 |
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(2,051 |
) |
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Total deductions |
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(76,904 |
) |
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(60,978 |
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Net increase in net assets available
for plan benefits |
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35,835 |
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91,805 |
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Net assets available for benefits |
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Beginning of year |
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741,275 |
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649,470 |
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End of year |
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$ |
777,110 |
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$ |
741,275 |
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See Notes to Financial Statements
4
Dover Corporation Retirement Savings Plan
Notes to Financial Statements
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 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 account
(Dover ESOP Stock Account), 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 ESOP
Stock Account, which then allows Dover to deduct for Federal income tax purposes the
dividends that are paid with respect to the stock in such Account, regardless of whether
participants actually receive the dividends in cash. Stock acquired under the Plan is
temporarily held in a separate account (Dover Stock Account) in the Plan that does not
meet the ESOP requirements of the Internal Revenue Code and is transferred periodically
to the Dover ESOP Stock Account.
On August 1, 2005, the Plans recordkeeper and trustee, American Express Trust Company
was part of a spin-off from American Express into Ameriprise Financial and officially
changed its name to Ameriprise Retirement Services and Ameriprise Trust Company (the
Trustee), respectively. 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
Participating companies of Dover (the Employer) may participate in (i) the employee
salary contribution and matching contribution features of the Plan, (ii) the
profit-sharing contribution feature of the Plan, or (iii) both. Generally, all employees
of such participating units who have reached age 21 and completed one year of service
are eligible to participate in the Plan, except in the case of certain participating
units whose employees are immediately eligible to join the Plan once they reach either
age 18 or age 21 (depending on the units requirements).
Contributions
Employee
pre-tax deferrals from eligible compensation to the Plan are
voluntary. Eligible compensation 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. The amount contributed by a participant is subject to applicable Internal Revenue
Code limits, and the percentage of compensation contributed by highly compensated
employees may be further limited to enable the Plan to satisfy nondiscrimination
requirements. In addition, the Internal Revenue Code limits to $210,000 for 2005 and
$220,000 for 2006 (as adjusted for future statutory changes) the amount of compensation
that may be taken into account under the Plan.
Most participating Dover companies make matching contributions to the Plan equal to a
5
Dover Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
percentage of the first 6% of participants compensation contributed to the Plan (the
Employer Matching Contribution). 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 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. Employer
Matching Contributions may be made in
the form of cash or Dover stock; however, historically, Dover has only contributed cash
to the Plan.
An 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 described
above. 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.
Vesting
Participants
are fully vested with respect to their own contributions and
Employer Matching Contributions, except for certain participating units whose employees
are immediately eligible to join the Plan, in which case Employer Matching Contributions
may be subject to a one year of service vesting requirement.
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 (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 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, 2005 and 2004, forfeited unvested amounts that were unallocated to
participants totaled $600,688 and $525,453, respectively.
Effective September 1, 2005, hardship withdrawals are permitted for any participants who
can demonstrate a financial hardship which the Internal Revenue Service deems to be an
immediate and heavy financial need. The hardship withdrawal amount is limited to the
amount necessary to satisfy the financial need, plus taxes. Otherwise, the Plan does
not permit withdrawals (except for loans) during a participants active employment.
The Plan allows installment distribution payments in the case of fully vested terminated
participants who have reached age 55.
6
Dover Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
Participant Loans
A participant may apply for a loan at any time. Effective September 1, 2005, the Plan
reduced the maximum amount of loans per participant that may be outstanding at any one
time from three to two. Loans outstanding prior to September 1, 2005 are grandfathered
under the prior Plan provision. Loans are repaid in equal installments through payroll
deductions over a maximum of 30 years (for a principal residence loan) and a minimum of
1 year. The minimum a participant may borrow is $1,000, and the maximum amount is
determined by the balance in the participants vested account as of the Plans valuation
date preceding the loan request, in accordance with Department of Labor regulations, per
the following schedule:
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Vested Account Balance |
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Allowable Loan |
Less than or equal to $100,000
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Up to 50% of Vested Account Balance |
More than $100,000
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$50,000 |
In addition, no loan may be granted which exceeds $50,000 reduced by the highest
aggregate outstanding loan balance of the participant during the 12 months preceding the
date of the loan. Current outstanding loans bear interest from 4.0% to 10.5%.
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 (including the amount attributable to Employer Matching Contributions) among the
investment funds except that participants who are considered Dover insiders may
complete transfers involving Dover stock only during designated window periods.
Participants are restricted from transferring all or any portion of their Plan accounts
into the Dover ESOP Stock Account.
Each participant has the right to roll over into the Plan certain distributions from
other qualified plans or conduit 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
Administrative expenses of the Plan related to the Trustee, recordkeeping, legal and
audit fees are paid primarily by Dover. Fees or commissions associated with each of the
investment options 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.
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.
7
Dover Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
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 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
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 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,
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 would materially affect
participants account balances and the amounts reported in the 2005 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.
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
8
Dover Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
Plan, ERISA and the Internal Revenue Code. In the event of
termination, participants will become 100% vested in their Plan accounts.
3. Investments
In connection with the spin-off of American Express Trust Company to Ameriprise Trust
Company, as described in Note 1, the names of the mutual funds and collective funds
provided by the Plan were changed to RiverSource funds (effective October 1, 2005).
The Plan consists of the following investment funds:
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The Dover Stock Account invests in Dover common stock and contains a nominal
balance in money market instruments for liquidity purposes. This account
accepts shares of Dover common stock purchased through employee and employer
contributions. |
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The Dover ESOP Stock Account invests in shares of Dover common stock with a
small percentage of the account being invested in money market instruments to
provide liquidity. This account consists of the shares of Dover common stock
which are periodically transferred from the Dover Stock Account. Refer to Note
1 for additional information on this account. |
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The Income Fund invests primarily in the RiverSouce Trust Income Fund II
(formerly the American Express (AXP) Trust Income Fund II), which invests in
AAA credit quality bonds, book value warrants, and traditional insurance
contracts. |
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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 Stock Fund (formerly the AXP Stock Fund) invests in stocks
of large cap U.S. companies, representing major sectors of the economy, to
provide current income and capital appreciation. |
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The RiverSource Balanced Fund (formerly the AXP Mutual Fund) invests in a
balanced mix of U.S. stocks and fixed income securities. |
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The RiverSource New Dimensions Fund (formerly the AXP New Dimensions Fund)
invests in high quality U.S. stocks with significant growth potential. The fund
may also invest up to 30% of its assets in foreign investments. |
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The Templeton Foreign Fund invests primarily in securities of companies
outside the U.S., including emerging markets. |
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The AIM Constellation Fund invests in companies likely to benefit from new
or innovative products, services or processes and that have demonstrated
superior earnings growth. |
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The RiverSource Trust Long-Term Horizon Fund (formerly the American Express
Trust Long-Term Horizon Fund) invests in a diversified portfolio for
individuals with a moderately aggressive risk profile and long-term investment
goals (typically for
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9
Dover Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
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participants who are 12 or more years from retirement).
The fund invests in a predetermined mix of growth, growth/income and income
investment funds.
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The RiverSource Trust Medium-Term Horizon Fund (formerly the American
Express Trust Medium-Term Horizon Fund) invests in a diversified portfolio for
individuals with a moderately conservative risk profile and medium-term
investment goals (typically for participants who are 7 to 12 years from
retirement). The fund invests in a predetermined mix of growth, growth/income
and income, and money market (cash equivalent) investment funds. |
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The RiverSource Trust Short-Term Horizon Fund (formerly the American Express
Trust Short-Term Horizon Fund) invests in a diversified portfolio for
individuals with a conservative risk profile and short-term investment goals
(typically for participants who are 3 to 7 years from retirement). The fund
invests in a predetermined mix of growth, growth/income and income, and money
market (cash equivalent) investment funds. |
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The River Source Trust Equity Index Fund I (formerly the AET Equity Index
Fund I) 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. |
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The Davis New York Venture Fund 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 invests primarily in undervalued stocks of
small-capitalization companies which it defines as those companies with a total
market value of no more than $1.5 billion as measured at the time the Fund
first invests. |
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The RiverSource Trust Emerging Growth Fund II (formerly the AET Emerging
Growth Fund II) seeks to provide long-term capital growth by investing
primarily in high quality, small sized U.S. stocks with significant growth
potential. |
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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. |
On February 15, 2006, RiverSource Investments, LLC completed a proxy vote during its
shareholder meeting in which several fund mergers were passed, two of which applied to
investment funds offered by the Plan. The two fund mergers, which were completed in
March 2006, were:
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RiverSource Stock Fund into the RiverSource Disciplined Equity Fund, and |
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RiverSource New Dimensions Fund into the RiverSource Large Cap Equity Fund. |
The
RiverSource Disciplined Equity Fund (the Disciplined
Fund) and the RiverSource Large Cap Equity Fund (the
Large Cap Fund) seek to provide shareholders with
long-term capital growth. Under normal market conditions, the
Disciplined Fund invests at least 80% of its net assets in equity
securities of companies listed on U.S. exchanges with market
capitalizations greater than $5 billion at the time of purchase.
The Large Cap Fund offers exposure across the large cap spectrum to
core, growth and value stocks within a single portfolio.
10
Dover Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
The fair value of investments that represent 5% or more of the Plans net assets
available for benefits are as follows:
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At December 31, |
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(in thousands) |
|
2005 |
|
|
2004 |
|
Dover Corporation common stock accounts |
|
$ |
181,389 |
|
|
$ |
202,692 |
|
Income Fund |
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|
128,929 |
|
|
|
128,079 |
|
Neuberger Berman Genesis Fund |
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|
78,291 |
|
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|
52,128 |
|
RiverSource New Dimensions Fund |
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|
64,272 |
|
|
|
73,899 |
|
Davis New York Venture Fund |
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|
45,828 |
|
|
|
33,979 |
|
RiverSource Stock Fund |
|
|
41,860 |
|
|
|
44,489 |
|
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 December 31, |
|
(in thousands) |
|
2005 |
|
|
2004 |
|
Dover
Corporation common stock accounts |
|
$ |
(6,636 |
) |
|
$ |
11,342 |
|
Mutual funds |
|
|
5,553 |
|
|
|
18,193 |
|
Collective
funds |
|
|
9,185 |
|
|
|
9,718 |
|
|
|
|
|
|
|
|
|
|
$ |
8,102 |
|
|
$ |
39,253 |
|
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|
|
4. 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 under ERISA Rule 3.14.
5. Income Tax Status
Dover has previously received a tax 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. The Plan has been amended since receiving the
determination letter. However, Dover believes that the Plan is designed and is
currently being operated in compliance with the applicable provisions of the Internal
Revenue Code.
6. Transfers In and Transfers Out
All of the following transfers involve companies that are 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.
2005
On January 1, 2005, assets amounting to $13.8 million were transferred in from the
Midland Manufacturing Corp. 401(K) Profit Sharing Plan. Midland Manufacturing employees
began participating in the Plan on January 1, 2005.
On January 1, 2005, assets amounting to $0.6 million were transferred in from the
Retirement Plan for employees of Allen & Bennett, Inc. Allen & Bennett employees began
participating in the Plan on January 1, 2005.
11
Dover Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
On January 1, 2005, assets amounting to $1.7 million were transferred in from the
Compressor Components, Inc. Employees Profit Sharing Plan. Compressor Components
employees already participated in the Plan on a salary deferral basis.
On January 1, 2005, employees of Dover Electronics, Inc. and Dover Systems, Inc. began
participating in the Plan.
On February 1, 2005, assets amounting to $3.0 million were transferred out of the Plan
(as a trust-to-trust transfer of assets) into a qualified plan set-up for those
employees who were part of the divestiture of Tranter Radiator Products to Buckingham
TRP, Inc.
Also on February 1, 2005, assets amounting to $0.6 million were transferred out of the
Plan (as a trust-to-trust transfer of assets) into a qualified plan set-up for those
employees who were part of the divestiture of De Sta Co Manufacturing.
On August 1, 2005, assets amounting to $3.1 million were transferred in from the Imaje
Ink Jet Printing Corporation 401(k) Plan. Imaje employees began participating in the
Plan effective August 1, 2005.
On October 3, 2005, assets amounting to $2.2 million were transferred in from the
Avborne Acessory Group, Inc. 401(k) Plan. Avborne Accessory employees began
participating in the Plan effective October 1, 2005.
2004
On January 1, 2004, assets amounting to $6.8 million were transferred into the Plan from
the Petro Vend, Inc. Profit Sharing & Payroll Deferral Plan. OPW Fuel Management Systems
(formerly Petro Vend, Inc.) employees began participating in the Plan on January 1,
2004.
On January 1, 2004, assets amounting to $9.1 million were transferred into the Plan from
the Wilden Pump and Engineering Company Restated 401(K) Plan. Wilden Pump employees
began participating in the Plan on January 1, 2004.
On April 1, 2004, assets amounting to $3.7 million were transferred into the Plan from
the Tulsa Winch, Inc. 401(K) Plan. Tulsa Winch employees began participating in the Plan
on April 1, 2004.
On April 1, 2004, assets amounting to $1.5 million were transferred into the Plan from
the dp Manufacturing Incorporated 401(K) Plan. dp Manufacturing employees began
participating in the Plan on April 1, 2004.
On May 1, 2004, assets amounting to $4.3 million were transferred into the Plan from the
Triton Systems of Delaware, Inc. Employee Plan & Trust. Triton Systems employees began
participating in the Plan on May 1, 2004.
On May 6, 2004, assets amounting to $12.8 million were transferred into the Plan from
the KNI Group 401(K) and Profit Sharing Plan (trust-to-trust transfer of assets) in
connection with Kurz-Kasch, Inc.s 2003 acquisition of Wabash Magnetics, LLC. Former
Wabash Magnetics employees became eligible to participate in the Plan as Kurz-Kasch
employees on January 1, 2004.
On November 1, 2004, assets amounting to $9.5 million were transferred from the Corning
Oak Holding Inc. Section 401(K) Savings Plan (trust-to-trust transfer of assets) for
those employees of
12
Dover Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
Corning Frequency Control, Inc. who were part of the acquisition of
Corning Frequency Control, Inc. by Vectron International. Employees of Corning
Frequency Control, Inc. began participating in the Plan on September 1, 2004.
On November 1, 2004, assets amounting to $2.1 million were transferred from the Plan (as
a trust-to-trust transfer of assets) into a qualified plan set-up for those employees
who were part of the divestiture of PRC Laser Corporation to ROFIN-SINAR Technologies,
Inc.
7. Reconciliation of Financial Statements to Form 5500
|
|
|
|
|
|
|
|
|
|
|
At December 31, |
|
(In thousands) |
|
2005 |
|
|
2004 |
|
Net assets available for benefits per the
accompanying financial statements |
|
$ |
777,110 |
|
|
$ |
741,275 |
|
Deemed distributed loans |
|
|
(685 |
) |
|
|
(447 |
) |
|
|
|
|
|
|
|
Net assets available for benefits per Form 5500 |
|
$ |
776,425 |
|
|
$ |
740,828 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, |
|
(in thousands) |
|
2005 |
|
|
2004 |
|
Total interest income per the accompanying
financial statements |
|
$ |
1,212 |
|
|
$ |
1,412 |
|
Interest income on deemed distributed loans |
|
|
7 |
|
|
|
2 |
|
|
|
|
|
|
|
|
Total interest income per Form 5500 |
|
$ |
1,219 |
|
|
$ |
1,414 |
|
|
|
|
|
|
|
|
|
Total distributions per the accompanying
financial statements |
|
$ |
(73,258 |
) |
|
$ |
58,927 |
|
Deemed distributed loans offset by total
distributions |
|
|
(37 |
) |
|
|
(233 |
) |
Change in deemed distributed loans |
|
|
282 |
|
|
|
106 |
|
|
|
|
|
|
|
|
Total distributions (expenses) per Form 5500 |
|
$ |
(73,013 |
) |
|
$ |
58,800 |
|
|
|
|
|
|
|
|
8. Subsequent Events
Effective May 1, 2006, the Plan implemented automatic enrollment for all participating
operating units (except for employee groups covered by collective bargaining
agreements that do not allow such a change to the Plan). Pursuant to the new
procedure, all eligible employees who are not participating in the Plan as of April
30, 2006 will be 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. This rule will also apply to any eligible employees hired after
May 1, 2006. All participants will receive an immediate company match (where an
operating unit makes matching contributions), with the participant becoming fully
vested in such matching contributions after attaining one year of service. The Plan
accounts of participants who are automatically enrolled in the Plan will be invested
in the appropriate Pro-Mix Target Maturity Fund based on the participants date of
birth unless the participant elects other investments permitted under the Plan.
In conjunction with automatic enrollment, Dover replaced the 3 RiverSource Trust Horizon
lifestyle funds with 3 Pro-Mix Target Maturity Funds, and added 2 Pro-Mix Target
Maturity Funds to the Plan. Each Pro-Mix Target Maturity Fund provides participants
with a self-allocating investment fund based on the participants date of birth. As the
participant approaches his or her projected retirement date, each specific Target
Maturity Fund automatically adjusts its investment allocation from a more aggressive mix
at younger ages to an increasingly more conservative mix at older ages. These fund
changes occurred on February 28, 2006, and existing participant
13
Dover Corporation Retirement Savings Plan
Notes to Financial Statements (continued)
account balances were
transferred from each Horizon fund to the appropriate Target Maturity Fund. Affected
participants were notified in advance of the implementation of the new funds and were
provided with an opportunity to change their investment allocations before the transfers
took effect.
On March 15, 2006, assets amounting to $2.2 million were transferred out of the Plan (as
a trust-to-trust transfer of assets) into a qualified plan set-up for those employees
who were part of the divestiture of Koolant Koolers and Schreiber Engineering to Glen
Dimplex.
14
EIN# 53-0257888
Plan# 030
Dover Corporation Retirement Savings Plan
Schedule H, line 4i Schedule of Assets (Held at End of Year)
At December 31,2005
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
|
|
|
Description of |
|
|
|
|
|
|
Identity of Issuer, Borrower, Lender, etc. |
|
investment |
|
Cost |
|
Fair Value |
|
*
|
|
Dover Corporation common stock
accounts (4,115,978 shares)
|
|
Common stock fund
|
|
$ |
167,499 |
|
|
$ |
181,389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
RiverSource Stock Fund
|
|
Mutual funds
|
|
|
44,396 |
|
|
|
41,860 |
|
*
|
|
RiverSource New Dimensions Fund
|
|
Mutual funds
|
|
|
78,729 |
|
|
|
64,272 |
|
|
|
Templeton Foreign Fund
|
|
Mutual funds
|
|
|
23,550 |
|
|
|
25,828 |
|
|
|
AIM Constellation Fund
|
|
Mutual funds
|
|
|
20,300 |
|
|
|
22,525 |
|
*
|
|
RiverSource Balanced Fund
|
|
Mutual funds
|
|
|
17,270 |
|
|
|
17,662 |
|
|
|
Davis New York Venture Fund
|
|
Mutual funds
|
|
|
36,539 |
|
|
|
45,828 |
|
|
|
Neuberger Berman Genesis Fund
|
|
Mutual funds
|
|
|
59,914 |
|
|
|
78,291 |
|
|
|
American Funds Capital World Growth and Income Fund
|
|
Mutual funds
|
|
|
19,896 |
|
|
|
21,964 |
|
|
|
PIMCO Total Return Fund
|
|
Mutual funds
|
|
|
28,950 |
|
|
|
28,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Income Fund
|
|
Collective funds
|
|
|
121,328 |
|
|
|
128,929 |
|
*
|
|
Riversource Trust Long-Term Horizon Fund
|
|
Collective funds
|
|
|
17,160 |
|
|
|
20,064 |
|
*
|
|
RiverSource Trust Medium-Term Horizon Fund
|
|
Collective funds
|
|
|
12,126 |
|
|
|
14,153 |
|
*
|
|
RiverSource Trust Short-Term Horizon Fund
|
|
Collective funds
|
|
|
6,427 |
|
|
|
7,140 |
|
*
|
|
RiverSource Trust Equity index Fund I
|
|
Collective funds
|
|
|
22,792 |
|
|
|
25,728 |
|
*
|
|
RiverSource Trust Emerging Growth Fund II
|
|
Collective funds
|
|
|
9,504 |
|
|
|
11,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Loan fund, interest rate varies
from 4.0% to
10.5%, maturity dates vary
from 1/1/2006 to 10/8/2034
|
|
Loans |
|
|
27,679 |
|
|
|
27,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
$ |
763,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Denotes party-in-interest |
15
EIN# 53-0257888
Plan# 030
Dover Corporation Retirement Savings Plan
Schedule H, line
4a Schedule of Delinquent Participant Contributions
At December 31,2005
(dollars in thousands)
|
|
|
|
|
Participant Contributions Transferred Late to Plan |
|
Total that Constitute
Nonexempt Prohibited Transactions |
|
$14
|
|
$ |
14 |
|
16
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 28, 2006
|
|
By:
|
|
/s/ Joseph W. Schmidt
|
|
|
|
|
Joseph W. Schmidt, Vice President |
|
|
|
|
General Counsel, Secretary and |
|
|
|
|
Member of the Pension Committee |
|
|
|
|
(Plan Administrator) |
|
|
17
EXHIBIT INDEX
23.1 |
|
Consent of J.H. Cohn LLP |
|
23.2 |
|
Consent of PricewaterhouseCoopers LLP |
18