TEXT - Fitch affirms Dover Corp ratings

Tue Dec 18, 2012 11:57am EST

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Dec 18 - Fitch Ratings has affirmed Dover Corporation's (NYSE: DOV)
long-term Issuer Default Rating (IDR) and debt ratings at 'A' and its short-term
IDR and commercial paper (CP) ratings at 'F1'. A full rating list is shown
below. Fitch's actions affect $3.2 billion of total debt, including the undrawn
$1 billion revolving credit facility (RCF). The Rating Outlook is Stable.

The ratings and Outlook are supported by Dover's solid annual free cash flow 
(FCF), strong operating profile from a diversified business portfolio, and 
leading positions in secular growth markets. 

Concerns include Dover's aggressive cash deployment for acquisitions and share 
repurchases, integration risks associated with increased acquisition activity 
across disparate businesses and geographies, and credit metrics at the weaker 
end for the rating.

Fitch expects annual FCF will continue exceeding $500 million, mostly from 
stronger profitability. The company has consistently achieved its 10% 
pre-dividend FCF margin target, with inventory liquidations and lower capital 
spending offsetting lower profitability levels in periods of negative revenue 
growth. 

Ongoing operating efficiency initiatives, in conjunction with acquisitions and 
business portfolio pruning, could strengthen Dover's operating profile. The 
company's planned divestiture of electronics equipment businesses, on the back 
of selling its commercial construction business in 2011, will further reduce 
exposure to more volatile and capital intensive businesses. 

Fitch believes Dover's flexibility for acquisitions and share repurchases 
meaningfully exceeding FCF is approaching its limit. Cash balances should end 
2012 below $750 million and last four-year average of $1 billion. The ratings 
and Outlook reflect Fitch's expectations that Dover will moderate share 
repurchases to limit total debt to capital to 35%.

Pro forma for the recent purchase of Anthony International, Dover spent $956 
million on acquisitions net of divestitures through Sept. 30, 2012, following 
$856 million of net acquisitions in 2011. Nonetheless, Dover funded this 
acquisition with borrowings under the commercial paper (CP) program, which the 
company will reduce with FCF.

Acquisitions since 2008 have added an estimated $1.5 billion of annual revenues 
and Fitch expects Dover will remain acquisitive in order to achieve its 3%-5% 
inorganic annual revenue growth target.

Dover has also ramped up its share repurchases, albeit from subdued levels 
during the 2008-2009 recession. Through the nine months ended Sept. 30, 2012, 
the company bought back 6.6 million common shares for $393.5 million and its 
board of directors recently authorized up to $1 billion of stock buybacks within
the next 4-6 quarters. 

Fitch estimates total leverage (total debt to operating EBITDA was 1.3x for the 
latest 12 months (LTM) ended Sept. 30, 2012, but likely was closer to 1.7x, pro 
forma for the acquisition of Anthony International. This is consistent with the 
aforementioned target long-term debt to capital ratio of 35%. 

Negative rating actions could occur if: i) financial flexibility declines due to
acquisition spending, and stock buybacks continue to meaningfully exceed annual 
FCF; or ii) the pace of profitability growth is insufficient to return total 
leverage to a long-term ratio of approximately 1.5x. 

Positive rating actions are unlikely in the absence of a commitment to 
maintaining lower total leverage, which Fitch does not believe would provide 
Dover with the flexibility to achieve its growth objectives. 

Dover's organic sales should increase by low- to mid-single digits over the near
term, driven by solid demand in key growth areas, particularly handset and 
energy markets. Emerging markets remain solid, although demand in Europe 
(15%-20% of revenues) continues to be weak. Acquisitions should add 3%-5% of 
annual revenue growth over the near term.

Higher volume, the benefits of past efficiency initiatives, and the inclusion of
more profitable acquisitions should drive solid operating profit. Fitch expects 
operating profit margin to exceed 16% for 2012, up from 15% in 2011.

Dover's liquidity profile at Sept. 30, 2012 was sufficient and included: 

--$794 million of cash and cash equivalents, of which $516 million was held 
outside the U.S.; 

--An undrawn $1 billion RCF expiring 2016, which Dover uses as a back-stop for 
the CP program. Fitch's expectation for FCF of more than $500 million also 
supports liquidity.

Total debt of approximately $2.2 billion at Sept. 30, 2012 consisted of 
staggered tranches of senior notes. Dover's short-term debt outstanding 
consisted of $3 million related to capital leases. Subsequent to Sept. 30, 2012,
short-term debt also includes CP borrowings used to fund the Anthony 
International transaction in the current quarter. 

The company has no significant debt maturities until 2015. In addition, pension 
contributions to qualified plans should remain manageable and are expected to be
$20 million to $40 million in 2012 and assumed to be $40 million in each of the 
next few years.

 

Fitch affirms the following ratings for Dover:

--Long-term IDR at 'A'; 
--Senior unsecured RCF at 'A';
--Senior unsecured notes at 'A';
--Short-term IDR at 'F1';
--CP at 'F1'.
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