Dover (DOV) 10-K risk factor changes: FY2018 vs FY2017

In general, we are subject to the same general risks and uncertainties that impact many other industrial companies such as general economic, industry and/or market conditions and growth rates; the impact of natural disasters and their effect on global markets; [removed: possible future terrorist threats] and [removed: their effect on the worldwide economy; and] changes in laws or accounting rules.

[removed: | • | Our] [added: - Our] results may be impacted by current domestic and international economic conditions and [removed: uncertainties. |][added: uncertainties.]

[removed: | • | We] [added: - We] are subject to risks relating to our existing international operations and expansion into new geographical [removed: markets. |][added: markets.]

Approximately [removed: 44%] [added: 48%] and [removed: 42%] [added: 46%] of our revenues for [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively, were derived outside the United States.

We continue to focus on [removed: penetrating] global markets as part of our overall growth strategy and expect sales from outside the United States to continue to represent a significant portion of our revenues.

| o | [added: | |] political, social and economic instability and disruptions; | [added: | |]

| o | [added: | |] the imposition of duties and tariffs and other trade barriers; | [added: | |]

| o | [added: | |] limitations on ownership and dividend of earnings; | [added: | |]

| o | [added: | |] transportation delays and interruptions; | [added: | |]

| o | [added: | |] labor unrest and current and changing regulatory environments; | [added: | |]

| o | [added: | |] increased compliance costs, including costs associated with disclosure requirements and related due diligence; | [added: | |]

| o | [added: | |] the impact of loss of a single-source manufacturing facility; | [added: | |]

| o | [added: | |] difficulties in staffing and managing multi-national operations; | [added: | |]

| o | [added: | |] limitations on our ability to enforce legal rights and remedies; and | [added: | |]

| o | [added: | |] access to or control of networks and confidential information due to local government controls and vulnerability of local networks to cyber risks. | [added: | |]

If we are unable to successfully manage the risks associated with expanding our global business or adequately manage operational risks of our existing international operations, the risks could have a material adverse effect on our growth [removed: strategy involving expansion into new geographical] [added: in geographic] markets, our reputation, our consolidated results of operations, financial position and cash flows.

[removed: | • | Trends in oil and natural gas prices may] [added: The tariffs could adversely] affect the [removed: drilling and production activity, profitability and financial stability] [added: operating profits for certain] of our [removed: customers] [added: businesses] and [removed: therefore the] [added: customer] demand [removed: for, and profitability of,] [added: for certain of] our [removed: energy] products [removed: and services,] which could have a material adverse effect on our [removed: business, our] consolidated results of operations, financial [removed: condition] [added: position] and cash flows. [removed: |]

[removed: | • |] [added: -] If the [removed: Wellsite] [added: Apergy] spin-off, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, we and our shareholders could be subject to significant tax [removed: liabilities. |][added: liabilities.]

[removed: A condition to] [added: In connection with] the spin-off [removed: is the receipt by us] of [removed: either (i)] [added: Apergy, we received] a private letter ruling from the Internal Revenue Service (the "IRS Ruling") together with an opinion of McDermott Will & Emery LLP, our tax counsel, substantially to the effect that, among other things, certain transactions to effect the spin-off will qualify as a tax-free reorganization for U.S. federal income tax purposes under Section 368(a)(1)(D) of the Internal Revenue Code (the “Code”), and the distribution will qualify as a tax-free distribution to our shareholders under Section 355 of the [removed: Code, or (ii) an opinion of McDermott Will & Emery LLP, our tax counsel, substantially to the effect that, among other things, certain transactions to effect the spin-off will qualify as a tax-free reorganization for U.S. federal income tax purposes under Section 368(a)(1)(D) of the Code and the distribution of shares of Wellsite will qualify as a tax-free distribution to our shareholders under Section 355 of the] Code.

The IRS Ruling [removed: (if obtained)] and the opinion of tax counsel [removed: will rely] [added: relied] on certain facts and assumptions, and certain representations and undertakings from us and [removed: Wellsite,] [added: Apergy,] including those regarding the past and future conduct of certain of our businesses and other matters.

If any of these facts, assumptions, representations or undertakings are incorrect or not satisfied, we and our shareholders may not be able to rely on the IRS Ruling [removed: (if obtained)] or the opinion, and could be subject to significant tax liabilities.

Notwithstanding the IRS Ruling [removed: (if obtained)] and the opinion, the IRS could determine on audit that the distribution is taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated or if it disagrees with the conclusions [added: in the opinion.]

In addition, we and [removed: Wellsite] [added: Apergy] intend for certain related transactions to qualify for tax-free treatment under U.S. federal, state and local tax law and/or foreign tax law.

For example, if the distribution fails to qualify for tax-free treatment, we would, for U.S. federal income tax purposes, be treated as if we had sold the [removed: Wellsite] [added: Apergy] common stock in a taxable sale for its fair market value, and our shareholders who are subject to U.S. federal income tax would be treated as receiving a taxable distribution in an amount equal to the fair market value of the [removed: Wellsite] [added: Apergy] common stock received in the distribution.

[removed: | • | Our] [added: - Our] exposure to exchange rate fluctuations on cross-border transactions and the translation of local currency results into U.S. dollars could negatively impact our results of [removed: operations. |][added: operations.]

[removed: Accordingly, significant changes in currency exchange rates, particularly the Euro, Pound Sterling, Swiss franc, Chinese Renminbi (Yuan), Brazilian real] [added: Singapore dollar, Danish krone,] and [removed: the] Canadian dollar, could cause fluctuations in the reported results of our businesses’ operations that could negatively affect our results of operations.

[removed: | • | Increasing] [added: - Increasing] product/service and price competition by international and domestic competitors, including new entrants, and our inability to introduce new and competitive products could cause our businesses to generate lower revenue, operating profits and cash [removed: flows. |][added: flows.]

Our ability to compete effectively depends on how successfully we anticipate and respond to various competitive factors, including new [removed: products] [added: products, digital solutions] and [added: support] services that may be introduced by competitors, changes in customer preferences, new business models and technologies and pricing pressures.

If our businesses are unable to anticipate their competitors’ [removed: development of new products and services and/or] [added: developments or] identify customer needs and preferences on a timely basis, or successfully introduce new [removed: products] [added: products, digital solutions] and [added: support] services in response to such competitive factors, they could lose customers to competitors.

[removed: | • |] [added: -] Our operating results depend in part on the timely development and commercialization, and customer acceptance, of new and enhanced [removed: products] [added: products, digital solutions] and [added: support] services based on technological [removed: innovation. |][added: innovation.]

The success of new and improved [removed: products] [added: products, digital solutions] and [added: support] services depends on their initial and continued acceptance by our customers.

Certain of our businesses sell [removed: their products and services] in [removed: industries] [added: markets] that are characterized by rapid technological changes, frequent new product introductions, changing industry standards and corresponding shifts in customer demand, which may result in unpredictable product transitions, shortened life cycles and increased importance of being first to [removed: market with new products and services.][added: market.]

Failure to correctly identify and predict customer needs and preferences, to deliver high quality, innovative and competitive products to the market, to adequately protect our intellectual property rights or to acquire rights to third-party technologies and to stimulate customer demand for, and convince customers to adopt, new [removed: products] [added: products, digital solutions] and [added: support] services could adversely affect our consolidated results of operations, financial condition and cash flows.

In addition, we may experience difficulties or delays in the research, development, production [removed: and/or] [added: or] marketing of new [removed: products] [added: products, digital solutions] and [added: support] services which may prevent us from recouping or realizing a return on the investments required to continue to bring new products and services to market.

[removed: | • |] [added: -] Our businesses and their profitability and reputation could be adversely affected by domestic and [removed: foreign governmental] [added: foreign governmental] and public policy changes, risks associated with emerging markets, changes in statutory tax rates and unanticipated outcomes with respect to tax [removed: audits. |][added: audits.]

Our businesses’ domestic and international sales and operations are subject to risks associated with changes in laws, regulations and policies (including [removed: environmental and] [added: environmental,] employment [added: and health and safety] regulations, data security laws, data privacy laws, export/import laws, tax policies such as export subsidy programs and research and experimentation credits, carbon emission regulations and [added: energy efficiency and design regulations and] other similar programs).

We cannot provide assurance that our costs of complying with new and evolving regulatory reporting requirements and current or future [removed: laws, including environmental protection, employment, data security, data privacy and health and safety laws,] [added: laws] will not exceed our estimates.

[removed: In addition, we] [added: We] have invested in certain countries, including Brazil, Russia, India and China, and may in the future invest in other countries, any of which may carry high levels of currency, political, compliance, or economic risk.

[removed: | • |] [added: -] We could lose customers or generate lower revenue, operating profits and cash flows if there are significant increases in the cost of raw materials [removed: (including energy)] [added: (including energy)] or if we are unable to obtain raw [removed: materials. |][added: materials.]

[removed: | • | Our] [added: - Our] growth and results of operations may be adversely affected if we are unsuccessful in our capital allocation and acquisition [removed: program. |][added: program.]

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| o | | | government export controls, economic sanctions, embargoes or trade restrictions; | | |

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Accordingly, significant changes in currency exchange rates, particularly the Euro, Chinese Renminbi (Yuan), Swedish krona, Pound Sterling, Indian rupee,

- New tariffs have resulted in increased prices and could adversely affect our consolidated results of operations, financial position and cash flows.

Recently, tariffs under Section 232 of the Trade Expansion Act of 1962 were imposed on certain steel and aluminum products imported into the U.S. which have increased the prices of these inputs.

Increased prices for imported steel and aluminum products have led domestic sellers to respond with market-based increases to prices for such inputs as well.

Tariffs under Section 301 of the Trade Expansion Act were also imposed on goods imported from China in connection with China's intellectual property practices which may increase the cost to our customers of our products manufactured in China as well as the cost of Chinese sourced parts and components for our products manufactured in the U.S. Additional tariffs have been announced that may be imposed on goods imported from China in the future.

The new tariffs, along with any additional tariffs or trade restrictions that may be implemented by the U.S. or other countries, could result in further increased prices and a decreased available supply of steel and aluminum as well as additional imported components and inputs.

We may not be able to pass price increases on to our customers and may not be able to secure adequate alternative sources of steel and aluminum on a timely basis.

While retaliatory tariffs imposed by other countries on U.S. goods have not yet had a significant impact, we cannot predict further developments.

In addition, the Brexit referendum in the United Kingdom in 2016 has caused and may continue to cause political and economic uncertainty, including significant volatility in global stock markets and currency exchange rate fluctuations.

Although it is unknown what the full terms of the United Kingdom’s future relationship with the European Union will be, it is possible that there will be greater restrictions on imports and exports between the United Kingdom and other countries and increased regulatory complexities.

Any of these factors could adversely affect customer demand, our relationships with customers and suppliers, and our business and financial position.

For example, during 2018, we recorded rightsizing and other related costs of $72.8 million primarily related to actions taken on employee reductions, facility consolidations and site closures, product line exits and other associated asset charges.

There has been a rise in the number of cyberattacks targeting confidential business information generally and in the manufacturing industry specifically, as well as an increase in cyberattacks targeting managed service providers, by both state-sponsored and criminal organizations.

Moreover, there has been a rise in the number of cyberattacks that depend on human error or manipulation, including phishing attacks or schemes that use social engineering to gain access to systems or perpetuate wire transfer or other frauds.

These trends raise the risks from such events as well as the costs associated with protecting against such attacks.

It is possible for vulnerabilities in our IT systems to remain undetected for an extended period of time up to and including several years.

As cyber threats continue to evolve, cybersecurity and data protection laws and regulations continue to develop in the U.S. and globally, and our business continues to move towards increased online connectivity within our information systems and through more Internet-enabled products and offerings, we may be required to expend additional resources to continue to strengthen our information security, data protection and business continuity measures, and investigate and remediate vulnerabilities.

In addition, we have retained certain liabilities directly or through indemnifications made to the buyers of businesses we have sold or disposed against known and unknown contingent liabilities such as tax liabilities and environmental matters.

In connection with the spin-off, Apergy agreed to indemnify us for any losses relating to the conduct of the Apergy business.

There can be no assurance that the indemnity agreements will be sufficient to protect us against the full amount of any liabilities that may arise, or that the indemnitors will be able to fully satisfy their indemnification obligations.

The failure to receive amounts for which we are entitled to indemnification could adversely affect our results of operations, cash flows and financial condition.

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Our Energy segment is subject to risk due to the volatility of global energy prices and regulations that impact drilling and production, with overall demand for our products and services impacted by depletion rates, global economic conditions and related energy demands.

| o | government export controls, economic sanctions, embargoes or trade restrictions, including compliance with U.S. government licenses such as the U.S. Treasury’s Office of Foreign Assets Control’s General License H, violation of which could result in penalties and denial of export privileges; |

The oil and gas industry is cyclical in nature and experiences periodic downturns of varying length and severity.

Most recently, the oil and gas industry experienced a significant downturn in 2015 and 2016.

Demand for our energy products and services is sensitive to the level of drilling and production activity of, and the corresponding capital spending by, oil and natural gas companies.

The level of drilling and production activity is directly affected by trends in oil and natural gas prices.

Oil and gas prices and the level of drilling and production activity have been characterized by significant volatility in recent years.

In particular, the prices of oil and natural gas were highly volatile in 2014 and 2015 on significant over supply and declined dramatically.

Prices for oil and natural gas are subject to large fluctuations in response to changes in the supply of and demand for oil and natural gas, market uncertainty, geopolitical developments and a variety of other factors that are beyond our control.

Prices of oil began to recover in late 2016 but there can be no assurance that increases will continue.

We expect continued volatility in both crude oil and natural gas prices, as well as in the level of drilling and production related activities.

Given the long-term nature of many large-scale development projects, another future significant downturn in the oil and gas industry could result in the reduction in demand for our energy and pumps products and services, and could have a material adverse effect on our consolidated results of operations, financial position and cash flows.

| • | The proposed spin-off of Wellsite may not be completed on the currently contemplated timeline or terms, or at all, and may not achieve the intended benefits. |

We have previously announced in 2017 a plan to pursue a tax-free spin-off of our Wellsite business into a standalone, publicly-traded company.

We expect to complete the spin-off in May of 2018, subject to the satisfaction or waiver of certain customary conditions.

However, unanticipated developments, including delays in obtaining tax rulings, changes in the macroeconomic environment, uncertainty of the financial markets and challenges in establishing infrastructure or processes could delay or prevent the proposed spin-off or cause the proposed spin-off to occur on terms or conditions that are less favorable and/or different than expected.

Even if the transaction is completed, we may not realize some or all of the anticipated benefits from the spin-off.

We also have incurred and will continue to incur significant expenses in connection with the proposed spin-off which may exceed our current expectations.

Executing the proposed spin-off requires significant time and attention from management, which could distract them from other tasks in operating our business.

Additionally, our employees may be distracted due to uncertainty about their future roles pending the completion of the spin-off.

Following the proposed spin-off, the combined value of the common stock of the two publicly-traded companies may not be equal to or greater than what the value of our common stock would have been had the proposed spin-off not occurred.

In addition, investor sentiment could result in excess selling causing greater volatility in our share price following the consummation of the proposed spin-off.

Finally, if we fail to complete the spin-off, we may experience negative reactions from the financial markets.

in the opinion.

If we are unsuccessful in our acquisition efforts, then our ability to continue to grow at rates similar to prior years could be adversely affected.

For example, during the fourth quarter of 2017, we recorded rightsizing and other related costs of $56.3 million to better align our cost structure in preparation for the Wellsite separation.

These rightsizing activities and our regular ongoing cost reduction

their indemnification responsibilities.

| • | Failure to attract, retain and develop personnel or to provide adequate succession plans for key management could have an adverse effect on our consolidated results of operations, financial condition and cash flows. |

Our growth, profitability and effectiveness in conducting our operations and executing our strategic plans depend in part on our ability to attract, retain and develop qualified personnel, align them with appropriate opportunities and maintain adequate succession plans for key management positions and support for strategic initiatives.

| • | A significant decline in the future economic outlook of our businesses and expected future cash flows could result in goodwill or intangible asset impairment charges which would negatively impact our results of operations. |

We have significant goodwill and intangible assets on our consolidated balance sheet as a result of current and past acquisitions.

The valuation and classification of these assets and the assignment of useful lives involve significant judgments and the use of estimates.

The testing of goodwill and intangibles for impairment requires significant use of judgment and assumptions, particularly as it relates to the determination of fair market value.

A decrease in the long-term economic outlook and future cash flows of our businesses could significantly impact asset values and potentially result in the impairment of intangible assets, including goodwill.

Charges relating to such impairments could have a material adverse effect on our consolidated results of operations in the periods recognized.

| • | Our borrowing costs may be impacted by our credit ratings developed by various rating agencies. |

Three major ratings agencies (Moody’s, Standard and Poor’s and Fitch Ratings) evaluate our credit profile on an ongoing basis and have each assigned high ratings for our short-term and long-term debt as of December 31, 2017.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand our results of operations and financial condition for the three years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015.][added: 2016.]

[removed: OVERVIEW][added: OVERVIEW]

Dover is a diversified global manufacturer delivering innovative equipment and components, specialty systems, consumable supplies, software and digital solutions and support services through [removed: four] [added: three] operating segments: Engineered Systems, Fluids, [added: and] Refrigeration & Food [removed: Equipment and Energy.][added: Equipment.]

For the year ended December 31, [removed: 2017,] [added: 2018,] consolidated revenue from continuing operations was [removed: $7.8] [added: $7.0] billion, an increase of [removed: $1.0] [added: $0.2] billion or [removed: 15.2%,] [added: 2.5%,] as compared to the prior year.

This increase included organic revenue growth of [removed: 7.8%, acquisition-related growth of 9.7% and] [added: 3.7%,] a favorable impact of [removed: 0.4%] [added: 0.8%] from foreign currency, [added: and acquisition-related growth of 0.5%,] partially offset by a [removed: 2.7%] [added: 2.5%] impact from dispositions.

Overall, customer pricing had a favorable impact of [removed: 0.6%] [added: 1.0%] on revenue for the year.

Within our Engineered Systems segment, revenue increased [removed: $210.0] [added: $75.0] million, or [removed: 8.9%,] [added: 2.8%,] from the prior year, reflecting organic growth of [removed: 5.6%, acquisition-related growth of 6.7% and] [added: 5.8%,] a favorable impact from foreign currency of [removed: 0.9%,] [added: 1.5%, and acquisition-related growth of 0.1%,] partially offset by a [removed: 4.3%] [added: 4.6%] impact from dispositions.

Organic growth was broad-based across [removed: both] the [added: segment with particular strength in our] Printing & Identification [added: platform] and [removed: Industrials platforms.][added: environmental solutions and defense businesses.]

Our Fluids segment revenue increased [removed: $550.3] [added: $242.3] million, or [removed: 32.4%,] [added: 9.5%,] comprised of [removed: acquisition-related] [added: organic] growth of [removed: 29.3%, organic] [added: 8.7%, acquisition-related] growth of [removed: 2.8%] [added: 0.7%,] and a favorable foreign currency impact of [removed: 0.3%.][added: 0.3%, partially offset by a 0.2% impact from dispositions.]

The organic growth was principally driven by industrial pump activity and solid [removed: hygienic] [added: biopharma] and [removed: pharma markets partially offset by] [added: medical markets, along with] continued [removed: weakness] [added: strength] in [removed: transport markets.][added: retail fueling, especially in the Asia Pacific region.]

Within our Refrigeration & Food Equipment segment, revenue decreased [removed: $21.2] [added: $146.0] million, or [removed: 1.3%,] [added: 9.1%,] from the prior year, including [added: an organic revenue decline of 7.9% and] a [removed: 5.1%] decline [added: of 2.6%] due to a disposition, partially offset by [removed: organic revenue growth of 3.4% and] a favorable impact from foreign currency translation of [removed: 0.4%.][added: 0.7% and acquisition-related growth of 0.7%.]

[removed: Our Energy] [added: Fluids] segment revenue [added: for the year ended December 31, 2017] increased [removed: $297.8] [added: $578.0] million, or [removed: 26.9%, from] [added: 29.2%, compared to] the prior year, comprised of [added: acquisition-related growth of 25.1% primarily due to Wayne,] organic revenue growth of [removed: 26.8%] [added: 4.0%] and [removed: acquisition-related growth of 0.2%, partially offset by an unfavorable impact from] [added: a favorable] foreign currency translation [added: impact] of 0.1%.

Gross profit was [removed: $2.9] [added: $2.6] billion for the year ended December 31, [removed: 2017,] [added: 2018,] an increase of [removed: $418.4] [added: $30.5] million, or [removed: 16.9%,] [added: 1.2%,] as compared to the prior year.

[removed: The increase was] [added: For the year ended December 31, 2017, gross profit increased $301.5 million, or 13.5% to $2.5 billion compared with 2016,] primarily due to [removed: the] growth in sales volumes [removed: as well as the] [added: and] benefits of prior restructuring [removed: actions, and] [added: actions as well as] a reduction [removed: to] [added: of] a [removed: voluntary] product recall accrual of $7.2 million compared to [added: a fourth quarter 2016] charge of $23.2 [removed: million in 2016.][added: million.]

[removed: Gross profit margin was 36.9%] [added: Segment bookings] for the year ended December 31, [removed: 2017] [added: 2018 increased 6.3%] compared to [removed: 36.4% for] the prior year.

Bookings increased [removed: 17.0%] [added: 5.1%] over the prior year [removed: at $8.0] [added: to $7.3] billion for the year ended December 31, [removed: 2017.][added: 2018.]

Included in this result was a [removed: 9.6%] [added: 5.3%] increase in organic bookings, a [removed: 9.8% increase in acquisition-related bookings and a 0.2%] [added: 1.7%] favorable impact due to foreign exchange rates, [added: and a 0.5% increase in acquisition-related bookings,] which were partially offset by a [removed: 2.6%] [added: 2.4%] decline due to dispositions.

Bookings increased [removed: 35.7%, 30.7%] [added: 11.0%] and [removed: 11.6%] [added: 6.3%] within our [removed: Fluids, Energy] [added: Fluids] and Engineered Systems segments, respectively, while bookings in our Refrigeration & Food Equipment segment decreased [removed: 3.8%.][added: 6.8%.]

Overall, our book-to-bill increased from the prior year to [removed: 1.02.][added: 1.04.]

Backlog as of December 31, [removed: 2017] [added: 2018] was [removed: $1.2] [added: $1.4] billion, up from [removed: $1.1] [added: $1.2] billion from the prior year.

[removed: We have incurred $15.3 million of costs associated with the transaction which] [added: These charges] were recorded [removed: as a corporate expense] in [added: cost of goods and services,] selling, general and administrative [removed: expenses] [added: expenses, and other expense (income), net,] in the Consolidated Statement of Earnings.

These costs [removed: relate] [added: primarily related] to actions taken [removed: on] [added: for] employee reductions, facility consolidations and site closures and product line divestitures and [removed: exits.][added: other asset charges designed to increase operating margin, enhance operations and position us for sustained growth and investment.]

These charges were broad based across all segments as well as corporate, with costs incurred of [removed: $9.2] [added: $19.9] million in Engineered Systems, [removed: $8.2] [added: $28.7] million in Fluids, [removed: $15.3] [added: $10.0] million in Refrigeration & Food Equipment, [removed: $7.3 million in Energy] and [removed: $16.3] [added: $14.2] million at Corporate.

On a full year basis, the effective tax rate for [removed: 2017] [added: 2018] was [removed: 16.7%.][added: 18.5%, inclusive of the SAB 118 amounts.]

See Note [removed: 3] [added: 4] — Acquisitions in the Consolidated Financial Statements in Item 8 of this Form 10-K for further details regarding the businesses acquired during the year.

[removed: Subsequently, in January 2018,we acquired Ettlinger Group, a leading manufacturer of filtering solutions for] [added: We also completed] the [removed: plastics recycling industry, for €50.0 million (approximately $60.0 million) and] [added: acquisition of] Rosario Handel [removed: B.V.,] [added: B.V. ("Rosario"),] a manufacturer of decorator and base coating machinery used in the production of beverage, food and aerosol cans for [removed: €13.5 million (approximately $16.2 million).][added: total consideration of $15.3 million, net of cash acquired.]

[removed: These] [added: The] disposals [added: in 2017 and 2016] did not represent strategic shifts in operations and, therefore, did not qualify for presentation as discontinued operations.

[removed: See] [added: Refer to] Note [removed: 4] [added: 5] — [removed: Disposed and] Discontinued [added: and Disposed] Operations in the Consolidated Financial Statements in Item 8 of this Form 10-K for additional information [removed: regarding these] [added: on] disposed [removed: businesses.][added: and discontinued operations.]

During the year ended December 31, [removed: 2017,] [added: 2018,] we purchased [removed: 1.1] [added: 10.7] million shares of our common stock for a total cost of [removed: $105.0] [added: $895.0] million, or [removed: $99.11] [added: $83.35] per share.

We also continued our [removed: long] [added: 63 year] history of increasing our annual dividend payments to shareholders and paid a total of [removed: $284.0] [added: $283.6] million in dividends to our shareholders.

[removed: CONSOLIDATED] [added: CONSOLIDATED] RESULTS OF [removed: OPERATIONS][added: OPERATIONS]

| | | [removed: Years] [added: | | | | Years] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | [removed: %] [added: | | | | | | | | | | | | | | | | | | %] / Point [removed: Change] [added: Change] | | | | | [added: | | | | | | | | | | | | | | | | | | | | | |]

| [removed: (dollars] [added: *(dollars] in thousands, except per share [removed: figures)] [added: figures)*] | | [removed: 2017] | | | | [removed: 2016] [added: 2018] | | | | [removed: 2015] | | [added: 2017] | | [removed: 2017] [added: | | | | 2016 | | | | | | 2018] vs. [removed: 2016] [added: 2017] | | | [removed: 2016] [added: | | | | | | | | | 2017] vs. [removed: 2015] [added: 2016] | | [added: | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: Gross] [added: *Gross] profit [removed: margin] [added: margin*] | | [removed: 36.9] | | [removed: %] | | [removed: 36.4] [added: *36.6*] | | [removed: %] [added: *%*] | | [removed: 36.9] | | [removed: %] [added: *37.1*] | | [removed: 0.5] [added: *%*] | | | [removed: (0.5] | [removed: )] [added: *36.9*] | [added: | *%* | | | | *(0.50)* | | | | | | | | | | | | *0.20* | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: Selling,] [added: *Selling,] general and administrative expenses as a percent of [removed: revenue] [added: revenue*] | | [removed: 25.2] | | [removed: %] | | [removed: 25.9] [added: *24.5*] | | [removed: %] [added: *%*] | | [removed: 23.7] | | [removed: %] [added: *25.2*] | | [removed: (0.7] [added: *%*] | [removed: )] | | [removed: 2.2] | [added: *25.1*] | [added: | *%* | | | | *(0.70)* | | | | | | | | | | | | *0.10* | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Gain on sale of businesses | | [removed: (203,138] | | [removed: )] | | [removed: (96,598] [added: —] | | [removed: )] | | [removed: —] | | [added: (203,135)] | | [added: | | | | (96,598) | | | | | |] nm* | | | [added: | | | | | | | | |] nm* | | [added: | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: Earnings] [added: (Loss) earnings] from discontinued operations, net | | [removed: —] | | | | [removed: —] [added: (20,878)] | | | | [removed: 273,948] | | [added: 65,002] | | [removed: —] | [removed: %] | | [added: | 6,764 | | | | | |] nm* | | [added: | | | | | | | | | | nm* | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Earnings from continuing operations per common share - diluted | | [removed: 5.15] | | | | [removed: 3.25] [added: 3.89] | | | | [added: | | 4.73 | | | | | |] $ | [removed: 3.74] [added: 3.21] | | | [removed: 58.5] | [added: | (17.8) | |] % | | [removed: (13.1] | [removed: )%] | [added: | | | | | | 47.4 | | % | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: Earnings] [added: (Loss) earnings] from discontinued operations per common share -diluted | | [added: | | | |] $ | [removed: —] [added: (0.14)] | | | [added: | |] $ | [removed: —] [added: 0.41] | | | [added: | |] $ | [removed: 1.72] [added: 0.04] | | | [removed: —] | [removed: %] | [added: nm*] | [added: | | | | | | | | | | |] nm* | | [added: | | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: Revenue][added: Revenue]

The organic growth was principally driven by strong activity in international retail fueling, industrial pumps and other industrial markets.

The organic decline was driven primarily by continued weak retail refrigeration markets, especially with respect to refrigerated door cases.

The increase was primarily due to growth in sales volumes as well as the benefits of prior restructuring actions, partially offset by lost gross profit from divestitures.

Gross profit margin was 36.6% for the year ended December 31, 2018 compared to 37.1% for the prior year primarily as a result of unfavorable product mix and rising material costs in our Refrigeration and Food Equipment segment and the impact of inefficiencies due to facility consolidations principally in our Fluids segment.

Backlog as of December 31, 2018 included $0.6 billion, $0.5 billion and $0.3 billion in the Engineered Systems, Fluids and Refrigeration and Food Equipment segments, respectively.

From a geographic perspective, revenue for the U.S., our largest market, grew by 2.1% organically over the prior year, where broad-based growth in Engineered Systems and Fluids was partially offset by our retail refrigeration business in the Refrigeration and Food Equipment segment, which is primarily a domestic business.

Asia and Europe also grew organically by 15.2% and 2.7%, respectively, over the prior year.

On May 9, 2018, the Company completed the separation of Apergy Corporation ("Apergy") from Dover through the pro rata distribution of 100% of the common stock of Apergy to Dover's shareholders of record as of the close of business on April 30, 2018.

Each Dover shareholder received one share of Apergy common stock for every two shares of Dover common stock held as of the record date.

As a result, Apergy became an independent, publicly traded company listed on the New York Stock Exchange, and Dover retained no ownership interest in Apergy.

The distribution was structured to be tax-free to Dover and its shareholders for U.S. federal income tax purposes.

Apergy holds entities conducting the upstream energy businesses previously included within our Energy segment.

Following the spin-off, effective the second quarter of 2018, the Company no longer has the Energy segment and is aligned into three reportable segments.

The retained Precision Components (Bearings & Compression) and Tulsa Winch Group businesses, which were historically reported within the Energy segment, became a part of the Fluids and Engineered Systems segments, respectively.

During the year ended December 31, 2018, we executed several programs in order to further optimize operations.

Rightsizing programs in 2018 included 1) alignment of our cost structure in preparation for the Apergy separation, 2) broad-based selling, general and administrative expense reduction initiatives and 3) initiation of footprint consolidation actions.

We recorded rightsizing and other related costs of $72.8 million for the year ended December 31, 2018, which was comprised of $56.1 million of rightsizing costs and $16.7 million of other charges.

We expect to incur total future charges of approximately $20 million related to completion of our selling, general and administrative expense reduction actions and continuation of our footprint consolidation initiatives, approximately $15 million which will be incurred during the year ended December 31, 2019 and approximately $5 million of which we expect to incur in 2020.

On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the U.S. bill commonly referred to as the Tax Cuts and Jobs Act (“Tax Reform Act”).

In accordance with the SAB 118 guidance, we recognized the provisional tax impacts related to deemed repatriated earnings and the benefit for the revaluation of deferred tax assets and liabilities in our consolidated financial statements for the year ended December 31, 2017.

For the year ended December 31, 2018, we recorded a net tax benefit of $4.2 million which resulted in a 0.6% decrease in effective tax rate, as an adjustment to provisional estimates as a result of additional regulatory guidance and changes in interpretations and assumptions we made as a result of the Tax Reform Act.

During the year ended December 31, 2018, we made a total of two acquisitions totaling $68.6 million, net of cash acquired.

We completed the acquisition of Ettlinger Group ("Ettlinger"), a leading manufacturer of filtering solutions for the plastics recycling industry for $53.2 million, net of cash acquired.

Ettlinger enhances our ability to serve the Process Solutions end market within our Fluids segment.

Rosario enhances our ability to serve the Food Equipment end market within our Refrigeration & Food Equipment segment.

Subsequently, in January 2019, we acquired Belanger, Inc. ("Belanger"), a leading full-line car wash equipment manufacturer, for approximately $180 million.

Belanger strengthens our position in the Fueling & Transport end market within our Fluids segment.

Together with other repurchases in December 2017, we have completed the $1 billion of share repurchases announced in November 2017.

As of December 31, 2018, 9,703,666 shares remain authorized for repurchase under our current share repurchase authorization.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Revenue | | | | | | $ | 6,992,118 | | | | | $ | 6,820,886 | | | | | $ | 6,043,224 | | | | | 2.5 | | % | | | | | | | | | | 12.9 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Cost of goods and services | | | | | | 4,432,562 | | | | | | 4,291,839 | | | | | | 3,815,672 | | | | | | 3.3 | | % | | | | | | | | | | 12.5 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Gross profit | | | | | | 2,559,556 | | | | | | 2,529,047 | | | | | | 2,227,552 | | | | | | 1.2 | | % | | | | | | | | | | 13.5 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Selling, general and administrative expenses | | | | | | 1,716,444 | | | | | | 1,722,161 | | | | | | 1,518,580 | | | | | | (0.3) | | % | | | | | | | | | | 13.4 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest expense | | | | | | 130,972 | | | | | | 144,948 | | | | | | 135,969 | | | | | | (9.6) | | % | | | | | | | | | | 6.6 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest income | | | | | | (8,881) | | | | | | (8,491) | | | | | | (6,752) | | | | | | 4.6 | | % | | | | | | | | | | 25.8 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Other income, net | | | | | | (4,357) | | | | | | (2,251) | | | | | | (8,291) | | | | | | 93.6 | | % | | | | | | | | | | (72.9) | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Provision for income taxes | | | | | | 134,233 | | | | | | 129,152 | | | | | | 182,516 | | | | | | 3.9 | | % | | | | | | | | | | (29.2) | | % | | | | | | | | | | | | | | | | | | | | | | | | |

The organic growth was driven primarily by demand for refrigeration systems and heat exchangers in our Refrigeration business.

The increase in organic revenue within our Energy segment was driven primarily by increases in U.S. rig count and well completions.

From a geographic perspective, our U.S., European and China markets all grew organically year-over-year.

On December 7, 2017, we announced that our Board of Directors approved a plan to spin-off our upstream energy businesses within the our Energy segment, collectively, the “Wellsite” business, through a U.S. tax-free spin-off to shareholders.

We expect to complete the separation in May of 2018, subject to the satisfaction or waiver of certain customary conditions.

These transaction costs primarily relate to professional fees associated with preparation of regulatory filings and separation activities within finance, legal and information system functions.

Upon separation, the historical results of Wellsite will be presented as discontinued operations.

During the fourth quarter of 2017, we recorded rightsizing and other related costs of $56.3 million to better align our cost structure in preparation for the Wellsite separation.

The $56.3 million is comprised of $45.8 million of restructuring costs and $10.5 million of other charges.

These charges were recorded in cost of goods and services, selling, general and administrative expenses, gain on sale of businesses, and other expense (income), net in the Consolidated Statement of Earnings.

We recorded a net tax benefit of $50.9 million primarily relating to the enactment of the U.S. bill commonly referred to as the Tax Cuts and Jobs Act (“Tax Reform Act”) during the fourth quarter of 2017.

The benefit was comprised of a $172.0 million benefit related to the re-measurement of deferred tax liabilities arising from a lower U.S. corporate tax rate, offset by a $115.0 million provisional tax expense related to the deemed repatriation of unremitted earnings of foreign subsidiaries and $11.0 million of anticipated local withholding tax expense associated with planned cash distributions to the U.S from non-U.S. subsidiaries.

The net tax benefit in the fourth quarter of 2017 also included a benefit of $4.9 million related to decreases in statutory tax rates of foreign jurisdictions.

For the full year 2017, Dover made a total of three acquisitions totaling $43.1 million, net of cash acquired and including contingent consideration.

We completed the acquisition of Caldera Graphics S.A.S. ("Caldera") for approximately $32.9 million, net of cash acquired and including contingent consideration.

Caldera enhances our ability to serve the global digital textile printing market with their high-quality technical software designed for the digital printing industry.

Caldera is included in the Printing & Identification platform within the Engineered Systems segment.

These acquisitions enhance our ability to serve our respective markets within the Fluids and Refrigeration & Food Equipment segments.

In addition, in 2017, as part of the regular review of our portfolio and the fit of our businesses, we completed the divestitures of Performance Motorsports International ("PMI"), a manufacturer of pistons and other engine related components, and the consumer and industrial winch business of Warn Industries Inc. ("Warn"), both within our Engineered Systems segment.

We sold the PMI and Warn businesses for total consideration of $147.3 million and $250.3 million, respectively.

The disposition of PMI resulted in pre-tax gain on sale of $88.4 million, and we recorded a 25% equity method investment at fair value as well as a subordinated note receivable.

The disposition of Warn resulted in a pre-tax gain on sale of $116.9 million and we also recorded $5.2 million of disposition costs.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Revenue | | $ | 7,830,436 | | | $ | 6,794,342 | | | $ | 6,956,311 | | | 15.2 | % | | (2.3 | )% |

| Cost of goods and services | | 4,940,059 | | | | 4,322,373 | | | | 4,388,167 | | | | 14.3 | % | | (1.5 | )% |

| Gross profit | | 2,890,377 | | | | 2,471,969 | | | | 2,568,144 | | | | 16.9 | % | | (3.7 | )% |

| Selling, general and administrative expenses | | 1,975,932 | | | | 1,757,523 | | | | 1,647,382 | | | | 12.4 | % | | 6.7 | % |

| Interest expense | | 145,208 | | | | 136,401 | | | | 131,676 | | | | 6.5 | % | | 3.6 | % |

| Interest income | | (8,502 | | ) | | (6,759 | | ) | | (4,419 | | ) | | 25.8 | % | | 53.0 | % |

| Other expense (income), net | | 7,034 | | | | (7,930 | | ) | | (7,105 | | ) | | (188.7 | )% | | 11.6 | % |

| Provision for income taxes | | 162,178 | | | | 180,440 | | | | 204,729 | | | | (10.1 | )% | | (11.9 | )% |

| Effective tax rate | | 16.7 | | % | | 26.2 | | % | | 25.6 | | % | | (9.5 | ) | | 0.6 | |

| Earnings from continuing operations | | 811,665 | | | | 508,892 | | | | 595,881 | | | | 59.5 | % | | (14.6 | )% |

Decline in organic revenue was attributable to weakness in U.S. oil and gas-related end markets as well as reduced capital spending by our customers.

Acquisition-related growth of 7.1% was largely driven by the acquisitions of Tokheim Group S.A.S. ("Tokheim") and Wayne within our Fluids segment and RAV within our Engineered Systems segment, as well as the full-year benefit from the fourth quarter 2015 acquisitions.

Gross profit margin increased 50 basis points primarily due to margin improvements in our Engineered Systems and Energy segments.

For the year ended December 31, 2016, gross profit decreased $96.2 million, or 3.7% to $2.5 billion compared with 2015, primarily due to the decline in sales volumes and a product recall charge of $23.2 million, partially offset by supply chain cost containment initiatives and the benefits of prior restructuring actions.

Gross profit margin declined 50 basis points primarily due to margin declines in our Energy segment.

For the year ended December 31, 2016, selling, general and administrative expenses increased $110.1 million, or 6.7% to $1.8 billion compared with 2015 reflecting the impact of acquisition-related depreciation and amortization expense, acquisition-related deal costs and increased headcount.

[removed: Overview][added: Overview]

Dover Corporation is a diversified global manufacturer delivering innovative equipment and components, specialty systems, consumable supplies, software and digital solutions and support services through [removed: four] [added: three] operating segments: Engineered Systems, Fluids, [added: and] Refrigeration & Food [removed: Equipment and Energy.][added: Equipment.]

Dover is headquartered in Downers Grove, Illinois and currently employs approximately [removed: 29,000] [added: 24,000] people worldwide.

Dover's [removed: businesses are aligned in four] [added: three operating] segments [removed: organized] [added: are structured] around our key end markets [added: and are designed to support] focused [removed: on] growth strategies.

Our segment structure [removed: is] also [removed: designed to provide increased opportunities] [added: allows us] to leverage Dover's scale and [removed: capitalize] [added: channel presence while capitalizing] on productivity initiatives.

Dover's [removed: four] [added: three] operating segments are as follows:

[removed: | • |] [added: -] Our Engineered Systems segment is comprised of two platforms, Printing & Identification and Industrials and is focused on the design, manufacture and service of critical equipment, consumables and components serving the fast-moving consumer goods, digital textile printing, vehicle service, environmental solutions and industrial end markets. [removed: |]

[removed: | • |] [added: -] Our Fluids segment, serving the [removed: Fluid Transfer] [added: Fueling & Transport, Pumps,] and [removed: Pumps] [added: Process Solutions] end markets, is focused on the safe handling of critical fluids across the retail fueling, chemical, hygienic, oil and gas and industrial end markets. [removed: |]

[removed: | • |] [added: -] Our Refrigeration & Food Equipment segment is a provider of innovative and energy efficient equipment and systems serving the commercial refrigeration and food equipment end markets. [removed: |]

| | [added: | | % Non-U.S.] Revenue [added: by Segment] | | | | | | | | | [removed: Segment Earnings] | | | | | | | | [added: | | | | | | | | | |]

| | [removed: 2017] | | [added: 2018] | [removed: 2016] | | | [removed: 2015] | | [added: 2017] | [removed: 2017] | | | [removed: 2016] | | [added: 2016] | [removed: 2015] | | [added: | | | | | | | | | | | |]

[removed: | Engineered Systems | 33 | % | | 35 | % | | 34 | % | | 46 | % | | 42 | % | | 36 | % |][added: Engineered Systems]

[removed: | Fluids | 29 | % | | 25 | % | | 20 | % | | 24 | % | | 22 | % | | 26 | % |][added: Fluids]

[removed: | Refrigeration] [added: Refrigeration] & Food [removed: Equipment | 20 | % | | 24 | % | | 25 | % | | 15 | % | | 30 | % | | 21 | % |][added: Equipment]

[removed: Spin-off] [added: Spin-off] of Energy [removed: Businesses][added: Businesses]

[removed: Management Philosophy][added: Management Philosophy]

[removed: Our businesses are committed to operational excellence and] [added: Dover seeks] to [removed: being market leaders] [added: be a leader in our end markets] as measured by market share, customer satisfaction, growth, [removed: profitability] and return on invested capital.

Our operating structure of [removed: four] [added: three] business segments allows for focused acquisition activity, accelerates opportunities to identify and capture operating synergies, including global sourcing and supply chain integration, shared [removed: services] [added: services,] and [removed: manufacturing] [added: manufacturing,] and advances the development of our executive talent.

Our segment and executive management [added: teams] set strategic direction, initiatives and [removed: goals and] [added: goals,] provide oversight [added: of strategy execution and achievement of these goals] for our operating [removed: companies and also allocate] [added: companies,] and [removed: manage capital, are responsible for] [added: with oversight from our Board of Directors, make capital allocation decisions, including organic investment initiatives,] major [added: capital projects,] acquisitions and [removed: provide other services.][added: the return of capital to our shareholders.]

We foster an operating culture with high ethical [removed: standards,] [added: standards that values accountability, rigor,] trust, respect and open [removed: communication,] [added: communications,] designed to allow individual growth and operational effectiveness.

[removed: In addition, we] [added: We] are [added: also] committed to creating [removed: value for our customers, employees and shareholders through] sustainable business practices that protect the [removed: environment] [added: environment,] and [added: through] the development of products that help our customers meet their sustainability goals.

[removed: Company Goals][added: Company Goals]

We are committed to driving shareholder [removed: return] [added: returns] through three key objectives.

First, we are committed to achieving [removed: annual] organic sales growth [added: above that] of [added: gross domestic product (or] 3% to 5% [added: annually on average)] over a long-term business cycle, absent [added: prolonged] adverse economic conditions, complemented by [removed: acquisition growth.][added: growth through strategic acquisitions.]

Second, we continue to focus on [added: improving returns on capital and] segment [removed: margin expansion] [added: margins] through [added: effective cost management and] productivity initiatives, including supply chain activities, targeted, thoughtful restructuring activities, strategic pricing and portfolio [removed: shaping.][added: management.]

Third, we [removed: are committed] [added: aim] to [removed: generating adjusted] [added: generate] free cash flow as a percentage of sales of approximately [removed: 10%] [added: 8-12%] through strong earnings performance, productivity improvements and active working capital management.

We support [added: achievement of] these goals [removed: through] [added: by] (1) [removed: alignment of] [added: aligning] management compensation with financial objectives, (2) [added: executing on] well-defined and actively managed merger and acquisition processes and (3) [added: investing in] talent development programs.

[removed: Business Strategy][added: Business Strategy]

To achieve our goals, we are focused on [removed: execution of] [added: executing] the following three [removed: key] [added: pillars of Dover’s] business [removed: strategies:][added: strategy:]

We [removed: maintain] [added: cultivate] and [removed: emphasize our] [added: maintain an] entrepreneurial culture and continuously innovate to address our customers’ needs to help them win in the markets they serve.

In particular, our businesses are well-positioned to capitalize on [removed: trends in the areas of global energy demand,] [added: growing industrial manufacturing and trade volumes,] continuous productivity improvement, [removed: sustainability,] [added: adoption of digital technologies and the Industrial Internet of Things (IIoT), sustainability and safety,] energy efficiency, consumer product safety and growth of [removed: consumerism] [added: the middle class and consumption] in emerging economies.

Our Engineered Systems segment combines its engineering [removed: technology and] capabilities, unique product advantages and [added: niche] applications expertise to address market needs and requirements including conversion to digital textile printing, productivity solutions, sustainability, consumer product safety and growth in emerging economies.

[removed: The] [added: Our] Fluids segment is focused on [removed: accelerated] [added: accelerating] growth within the chemical/plastics, retail fueling, fluid transfer, industrial and hygienic markets as well as globalizing brands across geographies while expanding sales channels and engineering support.

[added: Specifically, we focus on capturing growth] in the retail fueling, hygienic and pharma and polymers/plastics markets.

Our Refrigeration & Food Equipment segment is responding to our customers’ [added: demand for increased] energy efficiency and sustainability [removed: concerns] and unique merchandising [removed: requirements] [added: solutions] with innovative new products.

We are [removed: committed to] [added: intensely focused on driving] operational excellence and capturing the benefits of common [removed: ownership.][added: ownership across our businesses.]

[removed: Through these programs we] [added: We] have implemented [removed: various] [added: numerous] productivity initiatives, such as supply chain [removed: management] [added: integration management, shared service centers] and lean [removed: manufacturing,] [added: manufacturing principles,] to maximize our efficiency as well as workplace safety initiatives to help ensure the health and welfare of our employees.

[removed: To ensure success, our] [added: Our] businesses place strong emphasis on continual [added: product] quality improvement and new product development to better serve customers and [removed: expand] [added: to facilitate expansion] into new product and geographic markets.

Further, we continue to make significant investments in talent development, [removed: recognizing] [added: especially in the area of operational management, and recognize] that the growth and development of our employees [removed: are] [added: is] essential for our continued success.

[removed: Additionally in 2016,] [added: In prior years,] we [removed: began to invest] [added: have invested] in our [added: global supply chain organization to capitalize on Dover’s scale in procurement, and in] Dover Business Services [removed: ("DBS")] shared service centers [removed: which brings significant value] to [removed: Dover by providing] [added: provide] important transactional and [removed: value added] [added: value-added] services to our operating companies in the areas of finance, information technology and human resources.

On May 9, 2018, we completed the spin-off of Apergy Corporation ("Apergy") to our shareholders.

Apergy holds the entities conducting our former upstream energy businesses previously included in our Energy segment.

The transaction was completed through the pro rata distribution of 100% of the common stock of Apergy to Dover's shareholders of record as of the close of business on April 30, 2018.

Each Dover shareholder received one share of Apergy common stock for every two shares of Dover common stock held as of the record date.

For more details, see Note 2 — Spin-off of Apergy Corporation in the Consolidated Financial Statements in Item 8 of this Form 10-K.

Dover is committed to generating shareholder value through a combination of sustained long-term profitable growth, operational excellence and superior free cash-flow generation.

Each of Dover’s segments is dedicated to this important initiative.

In our Refrigeration & Food Equipment segment, SWEP, a manufacturer of brazed plate heat exchangers, focuses on the conversion to sustainable and renewable energy usage in heat transfer.

Their Passive Cooling

Unit, for example, uses natural cooling from the ground or groundwater to remove excess heat from interiors with the process requiring only a small amount of electricity for the circulation pumps which make this solution both very energy efficient and cost effective.

Over the last 7 years, Markem-Imaje, a marking and coding business within Dover’s Engineered Systems segment, has reduced its carbon emissions by 40% and produced 18% less waste by implementing an Environmental, Health and Safety program.

Lastly, in Dover’s Fluids segment, OPW, a leader in fluid handling and car wash equipment, released the 14 Series fueling nozzle family that features patented and patent-pending technology to prevent dripping of excess fuel while motorists refuel their vehicles.

Dover’s value-creation strategy is supported by a financial policy that includes a prudent approach to financial leverage, and a disciplined approach to capital allocation that allows for a balance between reinvestment and return of capital to shareholders.

Capturing growth potential in our key end markets and adjacencies

Dover’s three business segments focus on building enduring competitive advantages and leadership positions in end markets that are positioned for future growth.

We believe that our businesses are among the top suppliers in most markets and niches that we serve (as defined by customer applications, geographies or products), which positions us well to capture future growth in such markets.

We capitalize on our engineering, technology and design expertise and maintain an intense focus on meeting the needs of our customers and adding significant value to their operations through superior product performance, safety and reliability and a commitment to after sales and service support.

We aim to grow by making organic investments in research and development, developing new products and technologies, expanding our geographic coverage, as well as by pursuing disciplined strategic acquisitions that enhance our portfolio and position Dover for long-term growth.

We continually evaluate how our assets and capabilities can position Dover to grow in markets adjacent to our core businesses (for example, new applications, geographies, product segments or adjacent technologies) where Dover can be advantaged.

Improving profitability and return on invested capital

We are committed to generating sustainable returns on invested capital well above the cost of capital across all of our businesses.

We continually evaluate and pursue opportunities to improve efficiency, margin and return on capital.

In 2018, we launched a margin expansion program, designed to reduce our selling, general and administrative cost base and rationalize our manufacturing and supply chain footprint across the portfolio.

Additionally, we focus on improving margins and returns by rigorously capturing synergies from our acquisitions and providing best-in-class corporate support and services through a lean corporate center.

To do this, we prioritize organic reinvestment to grow and strengthen our existing businesses.

We also seek to deploy capital in disciplined acquisitions in our key end markets which include industrials, printing & identification, pumps, hygienic & pharma, fueling & transport, and process solutions markets.

Dover focuses primarily on bolt-on acquisitions, applying strict selection criteria of market attractiveness (including growth, maturity, performance-based competition), business fit (including sustained leading position, revenue visibility, favorable customer value-add versus switching cost or risk) and financial return profile (accretive growth and margins, double-digit return on capital).

We also undertake opportunistic share repurchases as part of our capital allocation strategy, and completed $1 billion of share repurchases in 2018.

We employ a prudent financial policy to support our capital allocation strategy, which includes maintaining an investment grade credit rating.

Consistent with our acquisition program, we acquired these businesses to complement and expand upon existing operations within the Process Solutions and Food Equipment end markets.

We also recognize that some smaller niche businesses in Dover’s portfolio may have a greater value-creation potential if owned by another parent with a larger presence and focus on a given niche.

We pragmatically consider such opportunities as part of our ongoing portfolio management and review processes and execute divestitures if the value created is determined to be at an appropriate premium to the value of such business to Dover and allows Dover shareholders to participate in the future value-creation potential from a change in ownership.

During 2018, there were no other material dispositions aside from the spin-off of Apergy as previously discussed.

- *Printing & Identification* – Our Printing & Identification businesses are worldwide suppliers of precision marking and coding, digital textile printing, soldering and dispensing equipment and related consumables and services.

- *Fueling &* *Transport* – Our businesses provide fully integrated fluid handling solutions from refineries and chemical-processing plants through point-to-point transfers, transportation, and delivery to the final point of consumption.

The pumps include positive displacement and centrifugal pumps that are used in demanding and specialized fluid transfer process applications.

Within this framework, we also have a focus on pumps and connectors for use in a variety of bio-processing, medical and specialty applications.

- *Process Solutions* – Our businesses specialize in the manufacturing of pumps, filtration systems, pelletizing equipment, compressors and bearings for use in the chemical, polymer, power generation, oil and gas, industrial, and marine industries.

These highly engineered products provide unique and proprietary solutions to solve customer needs around the world.

In addition to product innovation, we are also investing in developing digital technologies.

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| --- | --- |

| • | Our Energy segment, serving the Drilling & Production, Bearings & Compression and Automation end markets, is a provider of customer-driven solutions and services for safe and efficient production and processing of fuels worldwide and has a strong presence in the bearings and compression components and automation markets. |

The following table shows the percentage of total revenue and segment earnings generated by each of our four operating segments for the years ended December 31, 2017, 2016 and 2015:

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Energy | 18 | % | | 16 | % | | 21 | % | | 15 | % | | 6 | % | | 17 | % |

On December 7, 2017, we announced that we plan to spin-off, on a tax-free basis, our upstream energy businesses within our Energy segment, collectively, the “Wellsite” business, into a standalone, publicly traded company, to be named at a later date.

Upon completion of the spin-off, Wellsite will be a leading provider of a full range of oil and gas production technologies and solutions, wellsite productivity software and Industrial Internet ("IIoT") solutions.

Wellsite will also be the industry leader in the development and production of polycrystalline diamond cutters used for oil and gas exploration.

Wellsite serves many of the most attractive segments in the oil and gas industry with its portfolio of leading brands including Norris, Harbison-Fischer, Accelerated, PCS Ferguson, Norriseal-Wellmark, Spirit, Quartzdyne, Windrock and USS.

We expect to complete the spin-off of the Wellsite businesses in May of 2018, subject to the satisfaction or waiver of certain customary conditions.

Upon separation, the historical results of Wellsite will be presented as discontinued operations as it represents a strategic shift in operations with a material impact to the Consolidated Financial Statements.

As part of the spin-off, Wellsite is expected to raise $700 million to $800 million of new debt, the proceeds of which will be paid to Dover in the form of a dividend.

We anticipate returning the proceeds to shareholders as the primary source of funding for $1 billion of share repurchases to be completed by the end of 2018.

Most notably, we believe that product innovations like the LaRio single-pass digital textile printer within our Engineered Systems segment, EvoClean laundry system within our Fluids segment, AdvansorFlex CO2 refrigeration system and Vista Elite Cooler Door within our Refrigeration & Food Equipment segment and Spirit Genesis Pump Off Controller within our Energy segment help to make a positive difference for the environment while providing value to shareholders and customers.

Our operating companies are increasing their focus on efficient energy usage, greenhouse gas reduction and waste management as they strive to meet the global environmental needs of today and tomorrow.

Positioning ourselves for growth

We have aligned our business segments to focus on the needs of customers in key end markets that are well-positioned for future growth.

We capitalize on our expertise while maintaining an intense focus on our customers and their needs.

In particular, we are pursuing further growth

Our Energy segment is focusing on expansion in high growth basins and technologies, accelerating capabilities to drive international growth and increasing investment in automation to drive customer productivity and cash flow.

Capturing the benefits of common ownership

Through formalized company sponsored programs and an embedded culture of continuous improvement, we focus on adjusted free cash flow generation, productivity to support ongoing investment in product innovation and customer expansion activities, the continuous evaluation of operating efficiencies and the continued consolidation of back office support.

We foster the sharing of best practices throughout the organization.

Businesses in our portfolio are continually evaluated for strategic fit and our acquisitions are targeted in our key growth markets which include printing and identification, refrigeration and food equipment, pumps, fueling and transport, hygienic and pharma and select energy markets.

We will also plan to complete $1 billion of share repurchases by the end of 2018 as part of our capital allocation strategy.

These businesses include Gala Industries and Reduction Engineering Scheer, to expand our Fluids segment's plastics and polymers product and integrated systems portfolio.

In addition, in 2015, we acquired JK Group, a global manufacturer and provider of innovative digital inks for the textile printing market, to complement the Printing & Identification platform within our Engineered Systems segment.

Our success is also dependent on the ability to successfully integrate our acquired businesses within our existing structure.

In addition, during the fourth quarter of 2015 we completed the divestiture of the walk-in cooler business of Hillphoenix within the Refrigeration & Food Equipment segment.

During 2015, we completed the sale of Datamax O'Neil and Sargent Aerospace.

| • | Hygienic & Pharma – Our businesses specialize in the manufacturing of connectors for use in a variety of bio-processing, medical, and specialty applications, along with the production of pumps specifically designed to address the biotech/pharmaceutical industry. Within this framework, we have a strong presence in the markets for sterile connect/disconnect products used in bioprocessing, reusable or disposable air and fluid handling medical applications, and various couplings to suit the industrial/electronic connector market. |

Energy

Our Energy segment serves the Drilling & Production, Bearings & Compression and Automation end markets.

This segment is a provider of customer-driven solutions and services for safe and efficient production and processing of fuels worldwide.

This segment consists of the following end markets:

| • | Drilling & Production – Our businesses serving the drilling and production end markets design and manufacture products that promote efficient and cost-effective drilling, including long-lasting polycrystalline diamond cutters ("PDCs") for applications in down-hole drilling tools and facilitate the extraction and movement of oil and gas from the ground, including steel sucker rods, down-hole rod pumps, electric submersible pumps, progressive cavity pumps and drive systems and plunger lifts. In addition, these businesses manufacture winches, hoists, gear drives and electronic monitoring solutions for energy, infrastructure and recovery markets worldwide. |

| • | Bearings & Compression – These businesses manufacture various compressor parts that are used in natural gas production, distribution and oil refining markets. Product offerings include bearings, bearing isolators, seals and remote condition monitoring systems that are used for rotating machinery applications such as turbo machinery, motors, generators and compressors used in energy, utility, marine and other industries. |

| • | Automation – These businesses design and manufacture products that promote efficient drilling and production of oil and gas including quartz pressure transducers and hybrid electronics used in down-hole monitoring devices, chemical injection pumps, automated pump controllers, artificial lift optimization software, diagnostic instruments for reciprocating machinery and control valves. |

At December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] we have reserves totaling [removed: $35.4] [added: $31.8] million and [removed: $30.0] [added: $35.0] million, respectively, for environmental and other matters, including private party claims for exposure to hazardous substances, that are probable and estimable.

Management and legal counsel, at least quarterly, review the probable outcome of such proceedings, the costs and expenses reasonably expected to be incurred and currently accrued to-date and [added: consider] the availability and extent of insurance coverage.

The Company has reserves for other legal matters that are probable and estimable and at December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] these reserves are not significant.

[removed: UNITED] [added: UNITED] STATES SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

[removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR [removed: 15(d)][added: 15(d)]

[removed: OF] [added: OF] THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934]

[removed: For] [added: For] fiscal year ended December 31, [removed: 2017][added: 2018]

[removed: Commission] [added: Commission] File Number: [removed: 1-4018][added: 1-4018]

[removed: Dover Corporation][added: Dover Corporation]

[removed: (Exact] [added: *(Exact] name of registrant as specified in its [removed: charter)][added: charter)*]

| [removed: Delaware (State] [added: Delaware *(State] or other jurisdiction [removed: of incorporation] [added: of* *incorporation] or [removed: organization)] [added: organization)*] | | [removed: 53-0257888 (I.R.S. Employer Identification No.)] | [added: | | | 53-0257888 *(I.R.S. Employer* *Identification No.)* | | | | | | | | |]

| [removed: 3005] [added: 3005] Highland [removed: Parkway] [added: Parkway] | | | [added: | | | | | | | | | | | |]

| [removed: Downers] [added: Downers] Grove, Illinois [removed: 60515] [added: 60515] | | | [added: | | | | | | | | | | | |]

| [removed: (Address] [added: *(Address] of principal executive [removed: offices)] [added: offices)*] | | | [added: | | | | | | | | | | | |]

| [removed: Registrant's] [added: Registrant's] telephone [removed: number:] [added: number:] (630) 541-1540 | | | [added: | | | | | | | | | | | |]

| [removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:] [added: Act:] | | | [added: | | | | | | | | | | | |]

| [removed: Title] [added: Title] of Each [removed: Class] [added: Class] | | [removed: Name] [added: | | | | Name] of Each Exchange on Which [removed: Registered] [added: Registered] | [added: | | | | | | | |]

| Common Stock, par value $1 | | [added: | | | |] New York Stock Exchange | [added: | | | | | | | |]

| 2.125% Notes due 2020 | | [added: | | | |] New York Stock Exchange | [added: | | | | | | | |]

| 1.250% Notes due 2026 | | [added: | | | |] New York Stock Exchange | [added: | | | | | | | |]

| [removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:] [added: Act:] | | | [added: | | | | | | | | | | | |]

| [removed: None] [added: None] | | | [added: | | | | | | | | | | | |]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files.) Yes þ No o

| Large accelerated filer þ | [added: | |] Accelerated filer o | [added: | |] Non-accelerated filer o | [added: | |] Smaller reporting company o | [added: | |]

| | | | [added: | | | | | |] Emerging growth company o | [added: | |]

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the close of business on June 30, [removed: 2017] [added: 2018] was [removed: $12,394,317,137.][added: $10,776,562,926.]

The registrant’s closing price as reported on the New York Stock Exchange-Composite Transactions for June 30, [removed: 2017] [added: 2018] was [removed: $80.22] [added: $73.20] per share.

The number of outstanding shares of the registrant’s common stock as of [removed: January 26, 2018] [added: February 1, 2019] was [removed: 154,424,436.][added: 144,940,620.]

Documents Incorporated by Reference: Part III — Certain Portions of the Proxy Statement for Annual Meeting of Shareholders to be held on May [removed: 5, 2018] [added: 2, 2019] (the [removed: “2018] [added: “2019] Proxy Statement”).

[removed: Special] [added: Special] Note Regarding Forward-Looking [removed: Statements][added: Statements]

[removed: Such] [added: Some of these] statements [removed: concern future events and] may be indicated by words [removed: or phrases] such as [removed: "may," "anticipates," "expects," "believes," "suggests," "will," "plans," "should," "would," "could,"] [added: “may”, “anticipate”, “expect”, believe”, “intend”, “guidance”, “estimates”, “suggest”, “will”, “plan”, “should”, “would”, “could”, “forecast”] and [removed: "forecast," or the] [added: other words and terms that] use [removed: of] the future tense [removed: and similar words] or [removed: phrases.][added: have a similar meaning.]

Forward-looking statements are [added: based on current expectations and are] subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond [removed: Dover's] [added: the Company’s] control.

In this Annual Report on Form 10-K, we refer to measures used by management to evaluate performance, including a number of financial measures that are not defined under accounting principles generally accepted in the United States of [removed: America.][added: America ("GAAP").]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| [removed: [PART I](#s90D94B6EA7EB55E68ECFC6B08B1AA839)] [added: [PART I](#i_0_56)] | | | [added: | | | | | | | | |]

| [Item [removed: 1.](#sE8E224F61E945E6DA9D0B6F7366BFD5E)] [added: 1.](#i_0_68)] | [removed: [Business](#sE8E224F61E945E6DA9D0B6F7366BFD5E)] | [removed: [3](#sE8E224F61E945E6DA9D0B6F7366BFD5E)] | [added: [Business](#i_0_68) | | | [5](#i_0_68) | | | | | |]

| [Item [removed: 1A.](#s264236B240A0562F969E287706E544C3)] [added: 1A.](#i_0_94)] | [added: | |] [Risk [removed: Factors](#s264236B240A0562F969E287706E544C3)] [added: Factors](#i_0_94)] | [removed: [12](#s264236B240A0562F969E287706E544C3)] | [added: | [15](#i_0_94) | | | | | |]

| [Item [removed: 1B.](#s3C032060E99D5712B71C81A142532812)] [added: 1B.](#i_0_106)] | [added: | |] [Unresolved Staff [removed: Comments](#s3C032060E99D5712B71C81A142532812)] [added: Comments](#i_0_106)] | [removed: [18](#s3C032060E99D5712B71C81A142532812)] | [added: | [20](#i_0_106) | | | | | |]

| [Item [removed: 2.](#s67536E0EC2A0516CA8659D25D2B059AA)] [added: 2.](#i_0_118)] | [removed: [Properties](#s67536E0EC2A0516CA8659D25D2B059AA)] | [removed: [19](#s67536E0EC2A0516CA8659D25D2B059AA)] | [added: [Properties](#i_0_118) | | | [21](#i_0_118) | | | | | |]

| [Item [removed: 3.](#s51C83180AF56568DAFA2B7DE2C47B155)] [added: 3.](#i_0_131)] | [added: | |] [Legal [removed: Proceedings](#s51C83180AF56568DAFA2B7DE2C47B155)] [added: Proceedings](#i_0_131)] | [removed: [19](#s51C83180AF56568DAFA2B7DE2C47B155)] | [added: | [21](#i_0_131) | | | | | |]

| [Item [removed: 4.](#s551B4B6F71D55BEFA3824E77EC9C87EB)] [added: 4.](#i_0_143)] | [added: | |] [Mine Safety [removed: Disclosures](#s551B4B6F71D55BEFA3824E77EC9C87EB)] [added: Disclosures](#i_0_143)] | [removed: [19](#s551B4B6F71D55BEFA3824E77EC9C87EB)] | [added: | [21](#i_0_143) | | | | | |]

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All statements in this document other than statements of historical fact are statements that are, or could be deemed, “forward-looking” statements.

Factors that could cause actual results to differ materially from current expectations include, among other things, general economic conditions and conditions in the particular markets in which we operate, changes in customer demand and capital spending, competitive factors and pricing pressures, our ability to develop and launch new products in a cost-effective manner, changes in law, including the effect of U.S. tax reform and developments with respect to trade policy and tariffs, our ability to identify and complete acquisitions and integrate and realize synergies from newly acquired businesses, the impact of interest rate and currency exchange rate fluctuations, capital allocation plans and changes in those plans, including with respect to dividends, share repurchases, investments in research and development, capital expenditures and acquisitions, whether the strategic benefits of the Apergy separation can be achieved, our ability to derive expected benefits from restructuring, productivity initiatives and other cost reduction actions, changes in material costs or the supply of input materials, the impact of legal compliance risks and litigation, including with respect to product quality and safety, cybersecurity and privacy, and our ability to capture and protect intellectual property rights.

The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

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| [PART IV](#i_0_1059) | | | | | | | | | | | |

| [SIGNATURES](#i_0_1095) | | | | | | | | | [117](#i_0_1095) | | |

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10-K 1 a2017123110-k.htm 10-K

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| (Do not check if a smaller reporting company) | | | |

Forward-looking statements address matters that are uncertain, including, by way of example only: the planned spin-off of the upstream energy businesses within our Energy segment, including the benefits of such transaction and the expected performance following the completion of the planned spin-off, operating and strategic plans, future sales, earnings, cash flows, margins, organic growth, growth from acquisitions, restructuring charges, cost structure, capital expenditures, capital allocation, capital structure, dividends, exchange rates, tax rates, interest rates, interest expense, changes in operations and trends in industries in which our businesses operate, anticipated market conditions and our positioning, global economies, and operating improvements.

These factors could cause actual results to differ materially from current expectations and include, but are not limited to, uncertainties as to whether the spin-off will be completed; the possibility that closing conditions for the spin-off may not be satisfied or waived; the impact of the separation transaction on Dover and the upstream energy businesses on a standalone basis if the spin-off is completed; whether the strategic benefits of separation can be achieved; economic conditions generally and changes in economic conditions globally and in the markets and industries served by our businesses, including oil and gas activity and U.S. industrials activity; conditions and events affecting domestic and global financial and capital markets; oil and natural gas demand, production growth, and prices; changes in exploration and production spending by our customers and changes in the level of oil and natural gas exploration and development; changes in customer demand and capital spending; risks related to our international operations and the ability of our businesses to expand into new geographic markets; the impact of interest rate and currency exchange rate fluctuations; increased competition and pricing pressures; the impact of loss of a significant customer, or loss or non-renewal of significant contracts; the ability of our businesses to adapt to technological developments; the ability of our businesses to develop and launch new products, timing of such launches and risks relating to market acceptance by customers; the relative mix of products and services which impacts margins and operating efficiencies; the impact of loss of a single-source manufacturing facility; short-term capacity constraints; domestic and foreign governmental and public policy changes or developments, including import/export laws and sanctions, tax policies, environmental regulations and conflict minerals disclosure requirements; increases in the cost of raw materials; our ability to identify and successfully consummate value-adding acquisition opportunities or planned divestitures, and to realize anticipated earnings and synergies from acquired businesses and joint ventures; our ability to achieve expected savings from integration and other cost-control initiatives, such as lean and productivity programs as well as efforts to reduce sourcing input costs; the impact of legal compliance risks and litigation, including product recalls; indemnification obligations related to acquired or divested businesses; cybersecurity and privacy risks; protection and validity of patent and other intellectual property rights; goodwill or intangible asset impairment charges; a downgrade in our credit ratings which, among other matters, could make obtaining financing more difficult and costly; and work stoppages, union and works council campaigns and other labor disputes which could impact our productivity.

Dover undertakes no obligation to update any forward-looking statement, except as required by law.

The Company may, from time to time, post financial or other information on its website, www.dovercorporation.com.

The website is for informational purposes only and is not intended for use as a hyperlink.

The Company is not incorporating any material on its website into this report.

| [PART IV](#sF1D30E5B0C835D819FA89AD5A95E3FAD) | | |

| [SIGNATURES](#sA12B7D91E15C5639959920E12B91E25B) | | [101](#sA12B7D91E15C5639959920E12B91E25B) |

| [EXHIBIT INDEX](#s9EB90202607B5EBDA0B50EE30C23E5D2) | | [103](#s9EB90202607B5EBDA0B50EE30C23E5D2) |

The number, type, location and size of the properties used by our operations as of December 31, [removed: 2017] [added: 2018] are shown in the following charts, by segment:

| | [removed: Number] [added: | | Number] and nature of [removed: facilities] [added: facilities] | | | | | | | | | | | | [removed: Square] [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Square] footage (in [removed: 000s)] [added: 000s)] | | | | | [added: | | | | | | | | | |]

| | [removed: Manufacturing] | | [added: Manufacturing] | [removed: Warehouse] | | | [removed: Sales] [added: | | Warehouse | | | | | | Sales] / [removed: Service] [added: Service] | | | [removed: Total] | | | [removed: Owned] [added: Total] | | | [removed: Leased] | | [added: | Owned | | | | | | Leased | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Refrigeration & Food Equipment | [removed: 18] | | [added: 32] | [removed: 13] | | | [removed: 12] | | [added: 11] | [removed: 43] | | | [removed: 1,549] | | [added: 9] | [removed: 2,641] | | [added: | | | 2 | | | | | | 54 | | | | | | 1 | | | | | | 10 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | [removed: Locations] | | [added: Locations] | | | | | | | | | | | | | [removed: Expiration] [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Expiration] dates of leased facilities (in [removed: years)] [added: years)] | | | | | [added: | | | | | | | | | |]

| | [removed: North America] | | [added: North America] | [removed: Europe] | | | [removed: Asia] | | [added: Europe] | [removed: Other] | | | [removed: Total] | | [added: Asia] | [removed: Minimum] | | | [removed: Maximum] | | [added: Other | | | | | | Total | | | | | | Minimum | | | | | | Maximum | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Engineered Systems | [removed: 41] | | [added: 37] | [removed: 50] | | | [removed: 40] | | [added: 55] | [removed: 2] | | | [removed: 133] | | [added: 30] | [added: | | | | |] 1 | | | [removed: 11] | | [added: | 123 | | | | | | 1 | | | | | | 10 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Fluids | [removed: 13] | | [added: 31] | [removed: 27] | | | [removed: 20] | | [added: 28] | [removed: 7] | | | [removed: 67] | | [added: 19] | [added: | | | | | 9 | | | | | | 87 | | | | | |] 1 | | | [removed: 15] | | [added: | 14 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Refrigeration & Food Equipment | [removed: 29] | | [added: 23] | [removed: 10] | | | [removed: 5] | | [added: 23] | [removed: 2] | | | [removed: 46] | | [added: 18] | [removed: 1] | | | [removed: 10] | | [added: 64 | | | | | | 1,556 | | | | | | 2,459 | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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| Engineered Systems | | | 43 | | | | | | 38 | | | | | | 75 | | | | | | 156 | | | | | | 3,491 | | | | | | 2,046 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fluids | | | 63 | | | | | | 18 | | | | | | 41 | | | | | | 122 | | | | | | 4,109 | | | | | | 3,277 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Engineered Systems | 38 | | | 37 | | | 75 | | | 150 | | | 3,277 | | | 1,916 | |

| Fluids | 42 | | | 15 | | | 51 | | | 108 | | | 1,597 | | | 2,768 | |

| Energy | 54 | | | 42 | | | 47 | | | 143 | | | 2,721 | | | 1,503 | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Energy | 130 | | | 5 | | | — | | | 3 | | | 138 | | | 1 | | | 15 | |

[removed: EXECUTIVE] [added: EXECUTIVE] OFFICERS OF THE [removed: REGISTRANT][added: REGISTRANT]

Our executive officers as of February [removed: 9, 2018,] [added: 15, 2019,] and their positions with Dover (and, where relevant, prior business experience) for the past five years, are as follows:

| [removed: Name] [added: Name] | | [removed: Age] | | [removed: Positions] [added: | | Age | | | | | | Positions] Held and Prior Business [removed: Experience] [added: Experience] | [added: | |]

| Ivonne M. Cabrera | | [removed: 51] | | [added: | | 52 | | | | | |] Senior Vice President, General Counsel and Secretary of Dover (since January 2013); prior thereto Vice President, Deputy General Counsel, and Assistant Secretary of Dover (from November 2012 to December 2012); prior thereto Vice President, Business Affairs and General Counsel of Knowles Electronics, LLC (from February 2011 to December 2012); prior thereto Vice President (from May 2010 to February 2011), Deputy General Counsel and Assistant Secretary (from February 2004 to February 2011) of Dover. | [added: | |]

| Brad M. Cerepak | | [removed: 58] | | [added: | | 59 | | | | | |] Senior Vice President and Chief Financial Officer (since May 2011) of Dover; prior thereto Vice President and Chief Financial Officer (from August 2009 to May 2011) of Dover. | [added: | |]

| [removed: C.] [added: Carrie] Anderson [removed: Fincher] | | [removed: 47] | | [added: | | 50 | | | | | |] Vice [removed: President] [added: President, Controller] (since May [removed: 2011)] [added: 2017)] of [removed: Dover and] [added: Dover; prior thereto Vice] President and Chief [removed: Executive] [added: Financial] Officer [removed: (since] [added: (from] February [removed: 2014)] [added: 2014 to May 2017)] of Dover Engineered Systems; prior thereto [removed: Executive] Vice President [removed: (from November] [added: and Chief Financial Officer (October] 2011 to February 2014) of [removed: Dover Engineered Systems; prior thereto Executive Vice President (from May 2009 to November 2011) of Dover Industrial Products.] [added: Dover's former Printing & Identification segment.] | [added: | |]

| Jay L. Kloosterboer | | [removed: 57] | | [added: | | 58 | | | | | |] Senior Vice President, Human Resources (since May 2011) of Dover; prior thereto Vice President, Human Resources (from January 2009 to May 2011) of Dover. | [added: | |]

| [removed: Sivasankaran Somasundaram] [added: William W. Spurgeon, Jr.] | | [removed: 52] | | [added: | | 60 | | | | | |] Vice President (since [removed: January 2008)] [added: October 2004)] of Dover and President and Chief Executive Officer (since [removed: August 2013)] [added: February 2014)] of Dover [removed: Energy;] [added: Fluids;] prior thereto [added: President and Chief] Executive [removed: Vice] [added: Officer (from August 2013 to February 2014) of Dover Engineered Systems; prior thereto] President [added: and Chief Executive Officer] (from November 2011 to August 2013) of Dover Energy; prior thereto [removed: Executive Vice] President [added: and Chief Executive Officer] (from [removed: January 2010] [added: July 2007] to November 2011) of Dover Fluid [removed: Management; President (from January 2008 to December 2009) of Dover's Fluid Solutions Platform.] [added: Management.] | [added: | |]

| Girish Juneja | | [removed: 48] | | [added: | | 49 | | | | | |] Senior Vice President and Chief Digital Officer (since May 2017) of Dover; prior thereto Senior Vice President/Chief Technology Officer and General Manager of the Marketplace Solutions Business of Altisource (from January 2014 to April 2017); prior thereto General Manager, Big Data Software Products and Chief Technology Officer, Datacenter Software of Intel Corporation (from January 2012 to January 2014). | [added: | |]

| Anthony K. Kosinski | | [removed: 51] | | [added: | | 52 | | | | | |] Vice President, Tax (since June 2016) of Dover; prior thereto Director, Domestic Tax (June 2003 to June 2016) of Dover. | [added: | |]

| James M. Moran | | [removed: 52] | | [added: | | 53 | | | | | |] Vice President, Treasurer (since November 2015) of Dover; prior thereto Senior Vice President and Treasurer (from June 2013 to August 2015) of Navistar International Corporation (“NIC”); prior thereto Vice President and Treasurer (from 2008 to June 2013) of NIC; also served as Senior Vice President and Treasurer of Navistar, Inc. (from June 2013 to August 2015) and Vice President and Treasurer of Navistar, Inc. (from 2008 to June 2013); also served as Senior Vice President and Treasurer of Navistar Financial Corporation (“NFC”) (from April 2013 to August 2015) and Vice President and Treasurer of NFC (from January 2013 to April 2013). | [added: | |]

[removed: PART II][added: PART II]

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Richard J. Tobin | | | | | | 55 | | | | | | President and Chief Executive Officer (since May 2018) and Director (since August 2016); prior thereto Chief Executive Officer (from 2013 to 2018) of CNH Industrial NV. | | |

| | | | | |

| --- | --- | --- | --- | --- |

| Robert A. Livingston | | 64 | | Chief Executive Officer and Director (since December 2008) and President (since June 2008). |

| William T. Bosway | | 52 | | Vice President of Dover and President and Chief Executive Officer (since June 2016) of Dover Refrigeration & Food Equipment; prior thereto Group Vice President, Solutions & Technology (from May 2008 to June 2016) of Emerson’s Climate Technologies. |

| Patrick M. Burns | | 55 | | Senior Vice President, Strategy (since September 2016) of Dover; prior thereto Vice President, Corporate Strategy (from January 2014 to June 2016) of Johnson Controls; Vice President, Marketing, Strategy and M&A (from December 2012 to December 2013) of Danaher Corporation. |

| Stephen Gary Kennon | | 58 | | Senior Vice President of Dover and President (since February 2016) of Dover Business Services; prior thereto Executive Vice President (from 2014 to February 2016) of Dover Engineered Systems; prior thereto President and Chief Executive Officer of Vehicle Services Group (2005 to 2014). |

| William W. Spurgeon, Jr. | | 59 | | Vice President (since October 2004) of Dover and President and Chief Executive Officer (since February 2014) of Dover Fluids; prior thereto President and Chief Executive Officer (from August 2013 to February 2014) of Dover Engineered Systems; prior thereto President and Chief Executive Officer (from November 2011 to August 2013) of Dover Energy; prior thereto President and Chief Executive Officer (from July 2007 to November 2011) of Dover Fluid Management. |

| Russell E. Toney | | 48 | | Senior Vice President, Global Sourcing (since February 2015) of Dover; prior thereto General Manager, Market Development (from January 2013 to February 2015) of GE Energy Management. |

| Carrie Anderson | | 49 | | Vice President, Controller (since May 2017) of Dover; prior thereto Vice President and Chief Financial Officer (from February 2014 to May 2017) of Dover Engineered Systems; prior thereto Vice President and Chief Financial Officer (October 2011 to February 2014) of Dover's former Printing & Identification segment. |

| Paul E. Goldberg | | 54 | | Vice President, Investor Relations (since November 2011) of Dover; prior thereto Treasurer and Director of Investor Relations (from February 2006 to November 2011) of Dover. |

[removed: Market] [added: Market] Information and [removed: Dividends][added: Dividends]

[removed: Holders][added: Holders]

The number of holders of record of Dover common stock as of [removed: January 26, 2018] [added: February 1, 2019] was approximately [removed: 19,739.][added: 18,198.]

[removed: Securities] [added: Securities] Authorized for Issuance Under Equity Compensation [removed: Plans][added: Plans]

[removed: Recent] [added: Recent] Sales of Unregistered [removed: Securities][added: Securities]

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

During the year ended December 31, [removed: 2017,] [added: 2018, under] the [added: January 2015 authorization the] Company purchased [removed: 1,059,682] [added: 440,608] shares of its common stock [removed: under this authorization] at a total cost of [removed: $105.0] [added: $45.0] million, or [removed: $99.11] [added: $102.08] per share.

As of December 31, [removed: 2017,] [added: 2018,] the number of shares available for repurchase under the [removed: January 2015] [added: February 2018] share repurchase authorization was [removed: 5,711,776.][added: 9,703,666.]

In February 2018, the Company's Board of Directors approved a new standing share repurchase authorization, whereby the Company may repurchase up to [removed: 20 million] [added: 20,000,000] shares of its common stock through December 31, 2020.

This share repurchase authorization [removed: replaces] [added: replaced] the January 2015 share repurchase [removed: authorization which expired on January 9, 2018.][added: authorization.]

The total number of shares purchased by month during the fourth quarter of [removed: 2017] [added: 2018] were as follows:

| | [removed: Total] [added: | | Total] Number of Shares [removed: Purchased] [added: Purchased] | | | [removed: Average] [added: | | | Average] Price Paid per [removed: Share] [added: Share] | | | | [removed: Total] [added: | | Total] Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs] [added: Programs] | | | [removed: Maximum] [added: | | | Maximum] Number (or Approximate Dollar Value in Thousands) of Shares that May Yet Be Purchased under the Plans or [removed: Program] [added: Program] | | [added: |]

[removed: Performance Graph][added: Performance Graph]

[removed: This] [added: *This] performance graph does not constitute soliciting material, is not deemed filed with the Securities and Exchange Commission ("SEC"), and is not incorporated by reference in any of our filings under the Securities Act of 1933 or the Exchange Act of 1934, whether made before or after the date of this Form 10-K and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate this performance graph by reference [removed: therein.][added: therein.*]

[removed: Comparison] [added: Comparison] of Five-Year Cumulative Total [removed: Return *][added: Return +]

[removed: Dover] [added: Dover] Corporation, S&P 500 [removed: Index] [added: Index, Old] & [added: New] Peer Group [removed: Index][added: Index]

[removed: Total Shareholder Returns][added: ]

[removed: *Total] [added: +Total] return assumes reinvestment of dividends.

This graph assumes $100 invested on December 31, [removed: 2012] [added: 2013] in Dover common stock, the S&P 500 index and [removed: a] [added: an old and new] peer group index.

The [removed: 2017] [added: 2018 new] peer index consists of the following [removed: 33] [added: 30] public companies selected by Dover.

| [removed: Amphenol Corp.] [added: Corning Inc.] | [added: | |] Illinois Tool Works Inc. | [removed: Teledyne Technologies] [added: | | Snap-On] Inc. | [added: | |]

| [removed: Corning Inc.] [added: Eaton Corporation Plc] | [added: | |] Johnson Controls International PLC | [removed: The Timken Company] | [added: | Textron Inc. | | |]

| [added: 3M Company | | |] Flowserve Corporation | [removed: Regal Beloit] [added: | | Nordson] Corp. | | [added: |]

| [added: AMETEK Inc. | | |] Gardner Denver Holdings Inc. | [removed: Rockwell Automation Inc.] | | [added: Pentair PLC | | |]

There were 5,271,168 shares available for repurchase under this authorization upon expiration.

On May 22, 2018, the Company entered into a $700 million accelerated share repurchase agreement (the “ASR Agreement”) with Goldman Sachs & Co. LLC (“Goldman Sachs”) pursuant to which it repurchased its shares in an accelerated share repurchase program (the “ASR Program”).

The Company conducted the ASR Program under the February 2018 share repurchase authorization.

The Company funded the ASR Program with funds received from Apergy in connection with the consummation of the Apergy spin-off.

During 2018, the Company received a total of 8,542,566 shares under the ASR Agreement.

Additionally, during the year ended December 31, 2018, under the February 2018 authorization, exclusive of the ASR Agreement, the Company purchased 1,753,768 shares of its common stock at a total cost of $150.0 million, or $85.53 per share.

Together with other repurchases in December 2017 and over the course of 2018, the Company has completed the $1 billion of share repurchases it announced in November 2017.

| Period | | | | | | | | | | | | | | | | | | | | | February 2018 Program | | |

| October 1 to October 31 | | | 24,720 | | | | | | $ | 89.27 | | | | | 24,720 | | | | | | 11,167,481 | | |

| November 1 to November 30 | | | — | | | | | | — | | | | | | — | | | | | | 11,167,481 | | |

| December 1 to December 31 | | | 1,463,815 | | | | | | 81.94 | | | (1) | | | 1,463,815 | | | | | | 9,703,666 | | |

| For the Fourth Quarter | | | 1,488,535 | | | | | | $ | 82.06 | | | | | 1,488,535 | | | | | | 9,703,666 | | |

(1) Under the terms of the ASR Agreement, the Company paid Goldman Sachs $700 million on May 24, 2018 and on that date received initial deliveries of 7,078,751 shares, representing a substantial majority of the shares expected to be retired over the course of the ASR Agreement.

Upon final settlement of the ASR Agreement in December 2018, the Company received an additional 1,463,815 shares of its common stock which completed the ASR Program.

The total number of shares ultimately repurchased under the ASR Agreement was based on the volume-weighted average share price (VWAP) of Dover’s common stock during the calculation period of the ASR Program, less a discount, which was $81.94 over the term of the ASR Program.

Total Shareholder Returns

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Actuant Corp. | | | Fortive Corp. * | | | Parker-Hannifin Corp. | | |

| Carlisle Companies Inc. | | | Honeywell International Inc. | | | Regal Beloit Corp. | | |

| Colfax Corp. * | | | IDEX Corporation | | | Rockwell Automation Inc. | | |

| Crane Company | | | Ingersoll-Rand PLC | | | SPX Flow Inc. * | | |

| Danaher Corporation | | | ITT Inc. * | | | Teledyne Technologies Inc. | | |

| Emerson Electric Co. | | | Lennox International Inc. | | | The Timken Company | | |

*We re-examined our Old Peer Group in light of the Apergy spin-off and adjusted our peer companies to better align with our current business profile.

These companies were added to our New Peer Group index in 2018.

The following companies in our

Old Peer Group are no longer included within the New Peer Group index: Amphenol Corp., Hubbell Incorporated, Roper Industries, SPX Corporation, United Technologies Corp., Vishay Intertechnology Inc., and Weatherford International PLC.

Information on the high and low close prices of our stock and the frequency and the amount of dividends paid during the last two years is as follows:

| | | | | | | | | | | | | | | | | | | | | | | | |

| | 2017 | | | | | | | | | | | | 2016 | | | | | | | | | | |

| | Market Prices | | | | | | | | Dividends per Share | | | | Market Prices | | | | | | | | Dividends per Share | | |

| | High | | | | Low | | | | | High | | | | Low | | | | | | | | | |

| First Quarter | $ | 81.82 | | | $ | 76.34 | | | $ | 0.44 | | | $ | 66.30 | | | $ | 52.65 | | | $ | 0.42 | |

| Second Quarter | 83.71 | | | | 77.06 | | | | 0.44 | | | | 72.08 | | | | 62.31 | | | | 0.42 | | |

| Third Quarter | 92.43 | | | | 81.62 | | | | 0.47 | | | | 74.53 | | | | 67.10 | | | | 0.44 | | |

| Fourth Quarter | 101.44 | | | | 89.50 | | | | 0.47 | | | | 77.13 | | | | 65.53 | | | | 0.44 | | |

| | | | | | | | | | $ | 1.82 | | | | | | | | | | | $ | 1.72 | |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | | January 2015 Program | | | | | | | | |

| October 1 to October 31 | — | | | $ | — | | | — | | | 6,771,458 | |

| November 1 to November 30 | — | | | — | | | | — | | | 6,771,458 | |

| December 1 to December 31 | 1,059,682 | | | 99.11 | | | | 1,059,682 | | | 5,711,776 | |

| For the Fourth Quarter | 1,059,682 | | | $ | 99.11 | | | 1,059,682 | | | 5,711,776 | |

| | | |

| --- | --- | --- |

| 3M Company | Honeywell International Inc. | Roper Industries Inc. |

| Actuant Corp. | Hubbell Incorporated | Snap-On Inc. |

| AMETEK Inc. | IDEX Corporation | SPX Corporation |

| Carlisle Companies Inc. | Ingersoll-Rand PLC | Textron Inc. |

| Crane Company | Lennox International Inc. | United Technologies Corp. |

| Danaher Corporation | Nordson Corp. | Vishay Intertechnology Inc. |

| Eaton Corporation | Parker-Hannifin Corp. | Weatherford International PLC |

| Emerson Electric Co. | Pentair PLC | |

| [removed: in] [added: *in] thousands except per share [removed: data] [added: data*] | | [removed: 2017] | | | | [removed: 2016] [added: 2018] | | | | [removed: 2015] | | [added: 2017] | | [removed: 2014] | | | | [removed: 2013] [added: 2016] | | | [added: | | | 2015 | | | | | | 2014 | | |]

| Net earnings | | [added: | | | | 570,267 | | | | | |] 811,665 | | | | [added: | |] 508,892 | | | | [removed: 869,829] | | [added: 869,829] | | [removed: 775,235] | | | | [removed: 1,003,129] [added: 775,235] | | |

| Basic earnings (loss) per share: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Net earnings | | [added: | | | | 3.80 | | | | | |] 5.21 | | | | [added: | |] 3.28 | | | | [removed: 5.52] | | [added: 5.52] | | [removed: 4.65] | | | | [removed: 5.86] [added: 4.65] | | |

| Weighted average basic shares outstanding | | [added: | | | | 149,874 | | | | | |] 155,685 | | | | [added: | |] 155,231 | | | | [removed: 157,619] | | [added: 157,619] | | [removed: 166,692] | | | | [removed: 171,271] [added: 166,692] | | |

| Diluted earnings (loss) per share: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Net earnings | | [added: | | | | 3.75 | | | | | |] 5.15 | | | | [added: | |] 3.25 | | | | [removed: 5.46] | | [added: 5.46] | | [removed: 4.59] | | | | [removed: 5.78] [added: 4.59] | | |

| Weighted average diluted shares outstanding | | [added: | | | | 152,133 | | | | | |] 157,744 | | | | [added: | |] 156,636 | | | | [removed: 159,172] | | [added: 159,172] | | [removed: 168,842] | | | | [removed: 173,547] [added: 168,842] | | |

| Dividends per common share | | [added: | | | |] $ | [removed: 1.82] [added: 1.90] | | | [added: | |] $ | [removed: 1.72] [added: 1.82] | | | [added: | |] $ | [removed: 1.64] [added: 1.72] | | | [added: | |] $ | [removed: 1.55] [added: 1.64] | | | [added: | |] $ | [removed: 1.45] [added: 1.55] | |

See Note [removed: 3] [added: 4] — Acquisitions and Note [removed: 4] [added: 5] — [removed: Disposed and] Discontinued [added: and Disposed] Operations in the Consolidated Financial Statements in Item 8 of this Form 10-K for additional information regarding the impact of [added: 2018,] 2017 and 2016 acquisitions and disposed and discontinued operations.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | | | | $ | 6,992,118 | | | | | $ | 6,820,886 | | | | | $ | 6,043,224 | | | | | $ | 5,879,842 | | | | | $ | 6,222,308 | |

| Earnings from continuing operations | | | | | | 591,145 | | | | | | 746,663 | | | | | | 502,128 | | | | | | 525,208 | | | | | | 529,730 | | |

| (Loss) earnings from discontinued operations | | | | | | (20,878) | | | | | | 65,002 | | | | | | 6,764 | | | | | | 344,621 | | | | | | 245,505 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | | | | | $ | 3.94 | | | | | $ | 4.80 | | | | | $ | 3.23 | | | | | $ | 3.33 | | | | | $ | 3.18 | |

| Discontinued operations | | | | | | (0.14) | | | | | | 0.42 | | | | | | 0.04 | | | | | | 2.19 | | | | | | 1.47 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | | | | | $ | 3.89 | | | | | $ | 4.73 | | | | | $ | 3.21 | | | | | $ | 3.30 | | | | | $ | 3.14 | |

| Discontinued operations | | | | | | (0.14) | | | | | | 0.41 | | | | | | 0.04 | | | | | | 2.17 | | | | | | 1.45 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Capital expenditures | | | | | | $ | 170,994 | | | | | $ | 170,068 | | | | | $ | 139,578 | | | | | $ | 130,045 | | | | | $ | 120,460 | |

| Depreciation and amortization | | | | | | 282,580 | | | | | | 283,278 | | | | | | 249,672 | | | | | | 207,817 | | | | | | 218,114 | | |

| Total assets | | | | | | 8,365,771 | | | | | | 10,658,359 | | | | | | 10,130,325 | | | | | | 8,606,075 | | | | | | 9,030,290 | | |

| Total long-term debt, including current maturities | | | | | | 2,943,660 | | | | | | 3,336,713 | | | | | | 3,207,632 | | | | | | 2,603,504 | | | | | | 2,552,625 | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Revenue | | $ | 7,830,436 | | | $ | 6,794,342 | | | $ | 6,956,311 | | | $ | 7,752,728 | | | $ | 7,155,096 | |

| Earnings from continuing operations | | 811,665 | | | | 508,892 | | | | 595,881 | | | | 778,140 | | | | 797,527 | | |

| Earnings (losses) from discontinued operations | | — | | | | — | | | | 273,948 | | | | (2,905 | | ) | | 205,602 | | |

| Continuing operations | | $ | 5.21 | | | $ | 3.28 | | | $ | 3.78 | | | $ | 4.67 | | | $ | 4.66 | |

| Discontinued operations | | — | | | | — | | | | 1.74 | | | | (0.02 | | ) | | 1.20 | | |

| Continuing operations | | $ | 5.15 | | | $ | 3.25 | | | $ | 3.74 | | | $ | 4.61 | | | $ | 4.60 | |

| Discontinued operations | | — | | | | — | | | | 1.72 | | | | (0.02 | | ) | | 1.18 | | |

| Capital expenditures | | $ | 196,735 | | | $ | 165,205 | | | $ | 154,251 | | | $ | 166,033 | | | $ | 141,694 | |

| Depreciation and amortization | | 394,240 | | | | 360,739 | | | | 327,089 | | | | 307,188 | | | | 278,033 | | |

| Total assets | | 10,657,653 | | | | 10,115,991 | | | | 8,606,076 | | | | 9,018,522 | | | | 10,788,895 | | |

| Total debt | | 3,567,804 | | | | 3,621,187 | | | | 2,754,777 | | | | 3,019,228 | | | | 2,815,715 | | |

[removed: INDEX] [added: INDEX] TO CONSOLIDATED FINANCIAL STATEMENTS [removed: AND][added: AND]

[removed: FINANCIAL] [added: FINANCIAL] STATEMENT [removed: SCHEDULE][added: SCHEDULE]

| [removed: Page] [added: Page] | | [added: | | | |]

[removed: | [51](#sB563E180F6A75222A9F83C3EF2118728) | [Management's Report on Internal Control Over Financial Reporting](#sB563E180F6A75222A9F83C3EF2118728) |][added: MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING]

[removed: | [52](#s1AE2D90685DA5EE090EE1AE64A6CE503) | [Report] [added: Report] of Independent Registered Public Accounting [removed: Firm](#s1AE2D90685DA5EE090EE1AE64A6CE503) |][added: Firm]

[removed: | [54](#s6FECFE6941E3557C8EE05C740403181B) | [Consolidated Statements of Earnings](#s6FECFE6941E3557C8EE05C740403181B) |][added: CONSOLIDATED STATEMENTS OF EARNINGS]

[removed: | [55](#s839B0EB731EF514D805B835D08CDD288) | [Consolidated Statements of Comprehensive Earnings](#s839B0EB731EF514D805B835D08CDD288) |][added: CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS]

[removed: | [56](#sF389434D1A825EB58ECCF49C43660EDE) | [Consolidated Balance Sheets](#sF389434D1A825EB58ECCF49C43660EDE) |][added: CONSOLIDATED BALANCE SHEETS]

[removed: | [57](#s0AEFC1872E5857CB87E393705A1FEFEA) | [Consolidated Statements of Stockholders' Equity](#s0AEFC1872E5857CB87E393705A1FEFEA) |][added: CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY]

[removed: | [58](#s5EEBB844FF6251BB937D1D1877531280) | [Consolidated Statements of Cash Flows](#s5EEBB844FF6251BB937D1D1877531280) |][added: CONSOLIDATED STATEMENTS OF CASH FLOWS]

[removed: | [59](#s172B7EFE80FB5D0DA6ECE06FA0E25989) | [Notes to Consolidated Financial Statements](#s172B7EFE80FB5D0DA6ECE06FA0E25989) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| [removed: [95](#s3AACB70C7C9A51C7ABBA99ED163F01FA)] [added: [105](#i_0_937)] | [added: | |] [Financial Statement Schedule - Schedule II, Valuation and Qualifying [removed: Accounts](#s3AACB70C7C9A51C7ABBA99ED163F01FA)] [added: Accounts](#i_0_937)] | [added: | |]

[removed: (All] [added: (All] other schedules are not required and have been [removed: omitted)][added: omitted)]

[removed: MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING][added: | [54](#i_0_386) | | | [Management's Report on Internal Control Over Financial Reporting](#i_0_386) | | |]

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2017.][added: 2018.]

In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in [removed: Internal] [added: *Internal] Control — Integrated [removed: Framework] [added: Framework*] (2013).