UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2016
DOVER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-4018 | 53-0257888 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 3005 Highland Parkway Downers Grove, Illinois |
60515 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(630) 541-1540
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
This Current Report on Form 8-K (this “Report”) is filed for the purpose of incorporating the contents of this Report into the Registration Statement on Form S-3ASR (No. 333-194385) (the “Registration Statement”) and filing the attached Exhibit No. 12 as an exhibit to the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is furnished as part of this report.
| Exhibit |
Description | |
| 12 | Statement Regarding Computation of Ratio of Earnings to Fixed Charges for the nine-month periods ended September 30, 2016 and September 30, 2015 and each of the five fiscal years in the five-year period ended December 31, 2015. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 2, 2016 | DOVER CORPORATION | |||||
| (Registrant) | ||||||
| By: | /s/ Ivonne M. Cabrera | |||||
| Ivonne M. Cabrera | ||||||
| Senior Vice President, General Counsel & Secretary | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 12 | Statement Regarding Computation of Ratio of Earnings to Fixed Charges for the nine-month periods ended September 30, 2016 and September 30, 2015 and each of the five fiscal years in the five-year period ended December 31, 2015. | |
Exhibit 12
Statement Regarding Computation of
Ratio of Earnings to Fixed Charges
| Nine months ended September 30, | For the Year Ended December 31, | |||||||||||||||||||||||||||
| (dollar amounts in thousands) |
2016 | 2015 | 2015 | 2014 | 2013 | 2012 | 2011 | |||||||||||||||||||||
| Earnings from continuing operations before provision for income taxes |
$ | 473,299 | $ | 631,120 | $ | 800,610 | $ | 1,094,207 | $ | 1,045,986 | $ | 931,065 | $ | 801,307 | ||||||||||||||
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| Add Fixed Charges: |
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| Interest expense |
100,886 | 99,156 | 131,676 | 131,689 | 124,535 | 125,992 | 124,705 | |||||||||||||||||||||
| Rent expense (interest portion) (a) |
20,107 | 19,365 | 25,746 | 28,102 | 29,552 | 26,127 | 26,003 | |||||||||||||||||||||
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| Total fixed charges |
120,993 | 118,521 | 157,422 | 159,791 | 154,087 | 152,119 | 150,708 | |||||||||||||||||||||
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| Earnings as adjusted |
$ | 594,292 | $ | 749,641 | $ | 958,032 | $ | 1,253,998 | $ | 1,200,073 | $ | 1,083,184 | $ | 952,015 | ||||||||||||||
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| Ratio of earnings to fixed charges |
4.91 | 6.32 | 6.09 | 7.85 | 7.79 | 7.12 | 6.32 | |||||||||||||||||||||
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| (a) | Fixed charges include the portion of rental expense that management believes is representative of the interest component. |
The earnings to fixed charges ratio is calculated by dividing earnings available for fixed charges for each period by fixed charges for that period. Earnings available for fixed charges is calculated by adding pre-tax income from continuing operations and fixed charges. Fixed charges are the sum of interest expense, amortization of premiums, discounts and capitalized expenses related to indebtedness, and an estimated interest component of rental expense (from both continuing and discontinued operations). All interest expense for the Company is classified within continuing operations.