Dover (DOV) 10-K risk factor changes: FY2019 vs FY2018

Approximately [removed: 48%] [added: 47%] and [removed: 46%] [added: 48%] of our revenues for [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively, were derived outside the United States.

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

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

- 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 support services based on technological innovation.

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 [removed: adopt,] [added: adopt] new products, digital solutions and support services could adversely affect our consolidated results of operations, financial condition and cash flows.

- [removed: New tariffs] [added: Tariffs] have resulted in increased prices and could adversely affect our consolidated results of operations, financial position and cash flows.

[removed: Recently,] [added: Over the last several years,] tariffs under Section 232 of the Trade Expansion Act of 1962 [removed: were] [added: have been] imposed on certain steel and aluminum products imported into the U.S. which have increased the prices of these inputs.

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. [removed: Additional tariffs have been announced that may be] [added: China also has] imposed [added: tariffs] on [added: some U.S.] goods [removed: imported from China in the future.][added: that we manufacture and sell into China.]

The [removed: new] [added: existing] 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 [added: costs on] 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 [removed: of steel and aluminum] on a timely basis.

- Our businesses [added: are subject to regulation] 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 audits.

Our businesses’ domestic and international sales and operations [removed: are subject to risks associated] [added: must comply] with [removed: changes in] [added: a wide variety of] laws, regulations and policies (including environmental, employment 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 energy efficiency and design regulations and other similar programs).

Failure to comply [added: (or any alleged or perceived failure to comply)] with any of the foregoing could result in civil and criminal, monetary and non-monetary penalties as well as potential damage to our [removed: reputation.][added: reputation and disruption to our business.]

In addition, the Brexit [removed: referendum in] [added: withdrawal agreement and subsequent negotiations as to go-forward terms and conditions between] the United Kingdom [removed: in 2016 has caused] and [added: the European Union] 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 [removed: be,] [added: be following the transition period in 2020,] it is possible that there will be greater restrictions on imports and exports between the United Kingdom and other countries and increased regulatory complexities.

[removed: We] [added: Certain of our businesses] have [removed: invested] [added: sales or operations] in [removed: 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: We] [added: We] could lose customers or generate lower revenue, operating profits and cash flows if there are significant increases in the cost of [added: our] raw materials [removed: (including energy)] or [added: components or] if [removed: we] [added: suppliers] are [removed: unable] [added: not able] to [removed: obtain raw materials.][added: meet our quality and delivery requirements.]

We purchase raw materials, sub-assemblies and components for use in our manufacturing operations, which [removed: expose] [added: exposes] us to [removed: volatility in prices for certain commodities.][added: pricing and supply risks.]

Significant price increases for [removed: these commodities] [added: certain commodities, other raw materials or components] could adversely affect operating profits [removed: for certain] of our businesses.

Consequently, a significant price increase in raw [removed: materials,] [added: materials] or [removed: their unavailability,] [added: a shortage in or the unavailability of raw materials or components] may result in a loss of customers and adversely impact our consolidated results of operations, financial condition and cash flows.

For example, [removed: during 2018,] we recorded rightsizing [added: costs in 2018, comprised of restructuring expense of $58.5 million] and other [removed: related] costs of [removed: $72.8] [added: $14.3 million, and rightsizing costs in 2019, comprised of restructuring expense of $26.8] million [added: and other costs of $5.3 million,] primarily related to actions taken on employee reductions, facility consolidations and site closures, product line exits and other associated asset charges.

We depend on our own and third party [removed: information technology (“IT”)] [added: IT] systems, including cloud-based systems and managed service providers, to store, process and protect our information and support our business activities.

If these technologies, systems, products or services are damaged, cease to function properly, are compromised due to employee error, user error, malfeasance, system errors, or other vulnerabilities, or are subject to cybersecurity attacks, such as those involving [added: denial of service attacks,] unauthorized access, malicious software, or other intrusions, including by criminals, nation states or insiders, our business may be adversely impacted.

The impacts could include production downtimes, operational delays, and other impacts on our operations and ability to provide products and services to our customers; compromise of confidential, proprietary or otherwise protected information, including personal information and customer confidential data; destruction, corruption, or theft of data; manipulation, disruption, or improper use of these technologies, systems, products or services; financial losses from [added: fraudulent transactions,] remedial actions, loss of business or potential liability; adverse media coverage; and legal claims or legal proceedings, including regulatory investigations and actions; and damage to our reputation.

[removed: 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.

These trends [removed: raise] [added: increase] the [removed: risks from] [added: likelihood of] such events [added: occurring] as well as the costs associated with protecting against such attacks.

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 [removed: may be required] [added: expect] to expend additional resources to continue to [added: build out our compliance programs,] strengthen our information security, data protection and business continuity measures, and investigate and remediate vulnerabilities.

The defense of these lawsuits may require significant expenses and divert management’s attention, and we may be required to pay [added: damages that could adversely affect our consolidated results of operations, financial condition and cash flows.]

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

- The indemnification provisions of acquisition and disposition agreements by which we have acquired or [removed: sold or] [added: sold or] disposed of companies may not fully protect us and may result in unexpected liabilities.

Similarly, the purchasers of our [removed: discontinued] [added: disposed] operations may from time to time agree to indemnify us for operations of such businesses after the closing.

| o | | | health or similar issues, such as a pandemic or epidemic; | | |

| | | | | | |

An additional round of tariffs may be imposed on goods imported from China if ongoing trade negotiations between the U.S. and China are not successful.

These laws, regulations and policies are complex, change frequently, have tended to become more stringent over time and may be inconsistent across jurisdictions.

We use a wide range of raw materials and components in our manufacturing operations that come from numerous suppliers around the world.

While we believe that sources of supply for raw materials and components are generally

adequate, it is difficult to predict what effects shortages may have in the future.

In addition, some of the raw materials and components may be available only from limited or single source suppliers.

If a single source or limited source supplier were to cease or interrupt production for any reason or otherwise fail to supply those raw materials or components to us on favorable purchase terms, including at favorable prices, in sufficient quantities and with adequate lead times needed for efficient manufacturing, our ability to meet customer commitments, and satisfy market demands for affected products could be negatively affected.

There has been a rise in the number of cyberattacks targeting

We, and the service providers that we depend on to support our systems and business operations, are regularly the target of attempted cyberattacks, including phishing and denial-of-service attacks, and must continuously monitor and develop our systems to protect our technology infrastructure and data from misappropriation or corruption.

In addition, a cybersecurity attack could persist for an extended period of time before being detected, and, following detection, it could take considerable time for us to obtain full and reliable information about the extent, amount and type of information compromised.

During the course of an investigation, we may not know the full impact of the event and how to remediate it, and actions, decisions and mistakes that are taken or made may further increase the negative effects of the event on our business, results of operations and reputation.

including those regarding the past and future conduct of certain of our businesses and other matters.

Singapore dollar, Danish krone, and Canadian dollar, could cause fluctuations in the reported results of our businesses’ operations that could negatively affect our results of operations.

In addition, while raw materials are generally available now, the inability to obtain necessary raw materials could affect our ability to meet customer commitments and satisfy market demand for certain products.

damages that could adversely affect our consolidated results of operations, financial condition and cash flows.

For example, during the fourth quarter of 2016, we determined there was a quality issue with a product component part in the Fluids segment and voluntarily reported this issue to the U.S. Consumer Product Safety Commission (“CPSC”).

During the first quarter of 2017, we announced a voluntary recall of the product in conjunction with the CPSC that has since been satisfactorily closed out in 2018.

See Note 15 — Commitments and Contingent Liabilities in the Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.

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: 2018, 2017] [added: 2019, 2018] and [removed: 2016.][added: 2017.]

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

For the year ended December 31, [removed: 2018,] [added: 2019,] consolidated revenue from continuing operations was [removed: $7.0] [added: $7.1] billion, an increase of [removed: $0.2] [added: $0.1] billion or [removed: 2.5%,] [added: 2.1%,] as compared to the prior year.

This increase included organic revenue growth of [removed: 3.7%, a favorable impact of 0.8% from foreign currency,] [added: 3.8%] and acquisition-related growth of [removed: 0.5%,] [added: 0.8%,] partially offset by [added: an unfavorable impact of 2.0% from foreign currency translation and] a [removed: 2.5%] [added: 0.5%] impact from dispositions.

[removed: Within our Engineered Systems segment,] [added: Our Fueling Solutions segment] revenue increased [removed: $75.0] [added: $154.6] million, or [removed: 2.8%,] [added: 10.5%] from [removed: the] prior year, reflecting organic growth of [removed: 5.8%, a favorable impact from foreign currency of 1.5%, and] [added: 10.5%,] acquisition-related growth of [removed: 0.1%,] [added: 3.4%,] partially offset by [added: an unfavorable foreign currency impact of 3.0%, and] a [removed: 4.6%] [added: 0.4%] impact from [removed: dispositions.][added: a disposition.]

[removed: The organic] [added: Organic] growth was principally driven by [added: continued] strong [removed: activity] [added: demand] in [removed: international] [added: the global] retail [removed: fueling, industrial pumps] [added: fueling industry, particularly in the United States, Europe] and [removed: other industrial markets.][added: Asia.]

[removed: Within our] [added: Our] Refrigeration & Food Equipment [removed: segment,] [added: segment] revenue decreased [removed: $146.0] [added: $56.5] million, or [removed: 9.1%,] [added: 3.9%,] from the prior year, [removed: including] [added: caused by] an organic revenue decline of [removed: 7.9%] [added: 2.7%] and [removed: a decline of 2.6% due to a disposition, partially offset by a favorable] [added: an unfavorable] impact from foreign currency translation of [removed: 0.7% and acquisition-related growth of 0.7%.][added: 1.2%.]

Gross profit was $2.6 billion for the year ended December 31, [removed: 2018,] [added: 2019,] an increase of [removed: $30.5] [added: $61.4] million, or [removed: 1.2%,] [added: 2.4%,] as compared to the prior year.

The increase was primarily due to growth in sales volumes [added: benefited by favorable pricing, product mix and strong volume gains,] as well as the benefits [removed: of] [added: from] prior restructuring actions, partially offset by [removed: lost gross profit from divestitures.][added: increased material costs due, in part, to U.S. Section 232 and 301 tariff exposure.]

Gross profit margin [removed: was 36.6% for the year ended December 31, 2018] [added: decreased 50 basis points as] compared to [removed: 37.1% for the] prior year [removed: primarily as a result of] [added: due to] unfavorable product mix and rising material costs in our Refrigeration [removed: and] [added: &] Food Equipment segment and the impact of inefficiencies due to facility consolidations principally in our [removed: Fluids] [added: Fueling Solutions] segment.

Bookings [removed: increased 5.1%] [added: decreased 0.4%] over the prior year to $7.3 billion for the year ended December 31, [removed: 2018.][added: 2019.]

Included in this result was a [removed: 5.3%] [added: 1.3%] increase in organic bookings, a [removed: 1.7% favorable] [added: 0.8% increase in acquisition-related bookings offset by a 2.1% unfavorable] impact due to foreign exchange rates, and a [removed: 0.5% increase in acquisition-related bookings, which were partially offset by a 2.4%] [added: 0.3%] decline due to dispositions.

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

Backlog as of December 31, [removed: 2018] [added: 2019] was [removed: $1.4] [added: $1.5] billion, up from [removed: $1.2] [added: $1.4] billion from the prior year.

Backlog as of December 31, [removed: 2018] [added: 2019] included [removed: $0.6 billion,] $0.5 [added: billion, $0.2 billion, $0.1 billion, $0.4] billion and $0.3 billion in the Engineered [removed: Systems, Fluids] [added: Products, Fueling Solutions, Imaging & Identification, Pumps & Process Solutions] and Refrigeration [removed: and] [added: &] Food Equipment segments, respectively.

From a geographic perspective, revenue for the U.S., our largest market, grew by [removed: 2.1%] [added: 3.6%] organically over the prior year, [removed: where broad-based growth in Engineered Systems and Fluids] [added: which] was [removed: partially offset] [added: led] by [removed: our retail refrigeration business] [added: growth] in [removed: the Refrigeration] [added: our Engineered Products] and [removed: Food Equipment segment, which is primarily a domestic business.][added: Fueling Solutions segments.]

Asia and Europe also grew organically by [removed: 15.2%] [added: 2.4 %] and [removed: 2.7%,] [added: 6.5%,] respectively, over the prior year.

[removed: See Note 2 Spin-off of Apergy Corporation and] [added: For additional information related to the assumptions used, see] Note [removed: 5] [added: 15] — [removed: Discontinued] [added: Equity] and [removed: Disposed Operations in] [added: Cash Incentive Program to] the Consolidated Financial Statements in Item 8 of this Form [removed: 10-K for additional information regarding the spin off of Apergy.][added: 10-K.]

During the year ended December 31, [removed: 2018,] [added: 2019,] we executed several [added: rightsizing] programs [removed: in order] to further optimize operations.

[removed: Rightsizing] [added: Restructuring expense was comprised primarily of several] programs in [removed: 2018 included] [added: order to further optimize operations, including] 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 [added: the following] rightsizing [removed: and other related] costs [removed: of $72.8 million] for the year ended December 31, [removed: 2018, which was comprised of $56.1 million of rightsizing costs and $16.7 million of other charges.][added: 2018:]

These [added: restructuring] charges were [removed: broad based] [added: broad-based] across all segments as well as corporate, with costs incurred of [removed: $19.9] [added: $3.2] million in Engineered [removed: Systems, $28.7] [added: Products, $4.9] million in [removed: Fluids, $10.0] [added: Fueling Solutions, $6.4] million in [added: Imaging & Identification, $5.7 million in Pumps & Process Solutions, $3.7 million in] Refrigeration & Food [removed: Equipment,] [added: Equipment] and [removed: $14.2] [added: $3.0] million at Corporate.

These [added: rightsizing] charges were recorded in cost of goods and services, selling, general and administrative [removed: expenses,] [added: expenses] and other [removed: expense (income), net,] [added: income, net] in the Consolidated Statement of Earnings.

On December 22, 2017, the SEC staff issued [removed: Staff Accounting Bulletin No.] [added: SAB] 118 [removed: ("SAB 118")] to address the application of U.S. GAAP in situations when a registrant [removed: does] [added: did] 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 [removed: U.S. bill commonly referred to as the] Tax [removed: Cuts and Jobs Act (“Tax] Reform [removed: Act”).][added: Act.]

During the year ended December 31, [removed: 2018,] [added: 2019,] we made a total of [removed: two] [added: three] acquisitions totaling [removed: $68.6] [added: $216.4] million, net of cash [removed: acquired.][added: acquired including contingent consideration.]

[removed: Subsequently, in January 2019, we] [added: We] acquired [added: the assets of] Belanger, Inc. ("Belanger"), a leading full-line car wash equipment [removed: manufacturer,] [added: manufacturer] for [removed: approximately $180 million.][added: $175 million, net of cash acquired.]

[added: The acquisition of] Belanger strengthens our position in the [removed: Fueling & Transport end market] [added: vehicle wash business] within [removed: our Fluids] [added: the Fueling Solutions] segment.

During the year ended December 31, [removed: 2018,] [added: 2019,] we purchased [removed: 10.7] [added: 1.3] million shares of our common stock for a total cost of [removed: $895.0] [added: $143.3] million, or [removed: $83.35] [added: $106.64] per share.

As of December 31, [removed: 2018, 9,703,666] [added: 2019, 8.4 million] shares remain authorized for repurchase under our current share repurchase authorization.

We also continued our [removed: 63] [added: 64] year history of increasing our annual dividend payments to shareholders and paid a total of [removed: $283.6] [added: $282.2] million in dividends to our shareholders.

| *(dollars in thousands, except per share figures)* | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2018] [added: 2019] vs. [removed: 2017] [added: 2018] | | | | | | | | | | | | [removed: 2017] [added: 2018] vs. [removed: 2016] [added: 2017] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | | | | $ | [removed: 6,992,118] [added: 7,136,397] | | | | | $ | [removed: 6,820,886] [added: 6,992,118] | | | | | $ | [removed: 6,043,224] [added: 6,820,886] | | | | | [removed: 2.5] [added: 2.1] | | % | | | | | | | | | | [removed: 12.9] [added: 2.5] | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Cost of goods and services | | | | | | [removed: 4,432,562] [added: 4,515,459] | | | | | | [removed: 4,291,839] [added: 4,432,562] | | | | | | [removed: 3,815,672] [added: 4,291,839] | | | | | | [removed: 3.3] [added: 1.9] | | % | | | | | | | | | | [removed: 12.5] [added: 3.3] | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Gross profit | | | | | | [removed: 2,559,556] [added: 2,620,938] | | | | | | [removed: 2,529,047] [added: 2,559,556] | | | | | | [removed: 2,227,552] [added: 2,529,047] | | | | | | [removed: 1.2] [added: 2.4] | | % | | | | | | | | | | [removed: 13.5] [added: 1.2] | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| *Gross profit margin* | | | | | | [removed: *36.6*] [added: *36.7*] | | *%* | | | | [removed: *37.1*] [added: *36.6*] | | *%* | | | | [removed: *36.9*] [added: *37.1*] | | *%* | | | | [removed: *(0.50)*] [added: *0.10*] | | | | | | | | | | | | [removed: *0.20*] [added: *(0.50)*] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Selling, general and administrative expenses | | | | | | [removed: 1,716,444] [added: 1,599,098] | | | | | | [removed: 1,722,161] [added: 1,716,444] | | | | | | [removed: 1,518,580] [added: 1,722,161] | | | | | | [removed: (0.3)] [added: (6.8)] | | % | | | | | | | | | | [removed: 13.4] [added: (0.3)] | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| *Selling, general and administrative expenses as a percent of revenue* | | | | | | [removed: *24.5*] [added: *22.4*] | | *%* | | | | [removed: *25.2*] [added: *24.5*] | | *%* | | | | [removed: *25.1*] [added: *25.2*] | | *%* | | | | [removed: *(0.70)*] [added: *(2.10)*] | | | | | | | | | | | | [removed: *0.10*] [added: *(0.70)*] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest expense | | | | | | [removed: 130,972] [added: 125,818] | | | | | | [removed: 144,948] [added: 130,972] | | | | | | [removed: 135,969] [added: 144,948] | | | | | | [removed: (9.6)] [added: (3.9)] | | % | | | | | | | | | | [removed: 6.6] [added: (9.6)] | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest income | | | | | | [removed: (8,881)] [added: (4,526)] | | | | | | [removed: (8,491)] [added: (8,881)] | | | | | | [removed: (6,752)] [added: (8,491)] | | | | | | [removed: 4.6] [added: (49.0)] | | % | | | | | | | | | | [removed: 25.8] [added: 4.6] | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Other income, net | | | | | | [removed: (4,357)] [added: (12,950)] | | | | | | [removed: (2,251)] [added: (4,357)] | | | | | | [removed: (8,291)] [added: (2,251)] | | | | | | [removed: 93.6] [added: 197.2] | | % | | | | | | | | | | [removed: (72.9)] [added: 93.6] | | % | | | | | | | | | | | | | | | | | | | | | | | | |

Effective October 1, 2019, Dover transitioned from a three-segment to a five-segment structure as a result of a change to its management structure and operating model.

Dover's five segments are structured around businesses with similar business models, go-to-market strategies and manufacturing practices.

This new structure increases management efficiency and better aligns Dover’s operations with its strategic initiatives and capital allocation priorities, and provides greater transparency about our performance to external stakeholders.

Dover's five operating and reportable segments are as follows: Engineered Products, Fueling Solutions, Imaging & Identification, Pumps & Process Solutions, and Refrigeration & Food Equipment.

Within our Engineered Products segment, revenue increased $64.4 million, or 3.9%, from the prior year, reflecting organic growth of 5.4%, offset by an unfavorable impact from foreign currency translation of 1.5%.

Organic revenue growth was driven by strong activity in the refuse truck and digital solutions product lines within our waste handling business, as well as solid revenue growth in our vehicle service business.

Our Imaging & Identification segment revenue decreased $25.4 million or 2.3%, from the prior year, reflecting organic growth of 1.2%, more than offset by an unfavorable foreign currency impact of 3.5%.

The significant foreign currency impact was due to our broad international customer base, in particular in Asia and Europe.

Our Pumps & Process Solutions segment revenue increased $6.6 million or 0.5%, from the prior year, reflecting organic growth of 3.9%, acquisition related growth of 0.5%, partially offset by unfavorable impacts from disposition of 2.0% and foreign currency of 1.9%.

Organic growth was broad-based across the segment and was driven by industrial, biopharma and thermal management markets, along with continued strong demand from our OEM customers for rotating equipment components, as well as pump and other equipment for plastics and polymer production.

The organic decline was driven primarily by reduced new food retail store construction activity with key U.S. retail refrigeration customers, reduced demand for heat exchanger products in Asia, and softer demand from national restaurant chain customers in our foodservice equipment business.

Gross profit margin was 36.7% for the year ended December 31, 2019 compared to 36.6% for the prior year.

Organic bookings increased 6.9% within our Fueling Solutions, 3.3% within our Pumps & Process Solutions and 2.3% within our Imaging & Identification segments, while bookings in our Engineered Products and Refrigeration & Food Equipment segments decreased 4.0% and 0.7% respectively.

Rightsizing charges included restructuring costs of $26.8 million and other costs of $5.3 million for the year ended December 31, 2019.

Restructuring expense was comprised primarily of broad-based selling, general and administrative expense reduction initiatives and broad-based operational efficiency initiatives focusing on footprint consolidation, operational optimization and IT centralization.

Other costs were comprised primarily of other charges related to the restructuring actions.

We incurred other costs of $0.4 million in Pumps & Process Solutions, $2.4 million in Refrigeration & Food Equipment and $2.6 million at corporate.

We expect to incur total rightsizing charges, comprised of $8 million of restructuring charges and $1 million of other costs, in 2020 for these initiatives.

Additionally, we acquired the assets of All-Flow Pump Company, Limited business ("All-Flo"), a growing manufacturer of specialty pumps for $40 million.

The All-Flo acquisition strengthens our position in the growing market for air-operated double-diaphragm pumps within the Pumps & Process Solutions segment.

We also completed one immaterial acquisition.

Subsequently, on January 24, 2020, we acquired Sys-Tech Solutions, Inc. ("Systech").

Systech is a leading provider of software and solutions for product traceability, regulatory compliance and brand protections and will strengthen the portfolio of solutions offered by our Imaging & Identification segment to customers in pharmaceutical and consumer products industries.

Also on January 24, 2020, we entered into a definitive agreement to acquire So.

Cal.

Soft-Pak, Incorporated ("Soft-Pak") Software Solutions.

Soft-Pak is a leading specialized provider of integrated back office, route management and customer relationship management software solutions to the waste and recycling fleet industry and will further strengthen the digital offerings of our Environmental Solutions Group in the Engineered Products segment.

The transaction is subject to

satisfaction of customary closing conditions and is expected to close in the first quarter of 2020.

The combined purchase price for both acquisitions is approximately $210 million, subject to customary post-closing adjustments.

On March 29, 2019 we entered into a definitive agreement to sell Finder for total consideration of approximately $23.6 million net of estimated selling costs.

Finder met the criteria to be classified as held for sale as of March 31, 2019 and based on the total consideration from the sale, net of selling costs, a loss on the assets held for sale of $46.9 million was recorded.

The loss was comprised of an impairment on assets held for sale of $21.6 million and foreign currency translation losses reclassified from accumulated other comprehensive losses to current earnings of $25.3 million.

Finder was subsequently sold on April 2, 2019, which generated total cash proceeds of $24.2 million.

On November 4, 2019, we issued €500 million of 0.750% euro-denominated notes due 2027 and $300 million of 2.950% notes due 2029.

The proceeds from the sale of euro-denominated notes of €494.7 million, net of discounts and issuance costs, were used in part to redeem the €300 million 2.125% notes due 2020.

The proceeds from the sale of notes of $296.9 million, net of discounts and issuance costs, and the remaining funds from the sale of the euro-denominated notes, were used to fund the redemption of the $450 million 4.30% notes due 2021.

The remainder of the proceeds will be used for general corporate purposes.

The early extinguishment of debt required us to pay a make whole premium to the bondholders resulting in a loss of $23.5 million.

| Loss on assets held for sale | | | | | | 46,946 | | | | | | — | | | | | | — | | | | | | nm* | | | | | | | | | | | | nm* | | | | | | | | | | | | | | | | | | | | | | | | | | |

Organic growth was broad-based across the segment with particular strength in our Printing & Identification platform and environmental solutions and defense businesses.

Our Fluids segment revenue increased $242.3 million, or 9.5%, comprised of organic growth of 8.7%, acquisition-related growth of 0.7%, and a favorable foreign currency impact of 0.3%, partially offset by a 0.2% impact from dispositions.

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

Bookings increased 11.0% and 6.3% within our Fluids and Engineered Systems segments, respectively, while bookings in our Refrigeration & Food Equipment segment decreased 6.8%.

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.

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

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.

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.

In accordance with SAB 118, we finalized the financial reporting impact of the Tax Reform Act in the fourth quarter of 2018.

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.

On a full year basis, the effective tax rate for 2018 was 18.5%, inclusive of the SAB 118 amounts.

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.

We also completed the acquisition of Rosario Handel B.V. ("Rosario"), a manufacturer of decorator and base coating machinery used in the production of beverage, food and aerosol cans for total consideration of $15.3 million, net of cash acquired.

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

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

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

Acquisition-related growth of 10.9% was led by the Fluids and Engineered Systems segments, largely due to the full-year benefit from the 2016 acquisitions of Wayne Fueling Systems Ltd. ("Wayne") within our Fluids segment and Ravaglioli S.p.A Group ("RAV") within our Engineered Systems segment, as well as the 2017 acquisition of Caldera Graphics S.A.S. ("Caldera") within our Engineered Systems segment.

Growth in organic revenue was largely driven by strong broad-based activity in the Engineered Systems segment.

Organic growth also reflected strong shipments in our Pumps and Process Solutions businesses in the Fluids segment and solid retail refrigeration activity in the Refrigeration & Food Equipment segment.

Overall customer pricing was favorable, impacting consolidated revenue 0.6%.

Gross profit margin decreased 50 basis points as compared to the prior year, due to 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.

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 growth in sales volumes and benefits of prior restructuring actions as well as a reduction of a product recall accrual of $7.2 million compared to a fourth quarter 2016 charge of $23.2 million.

For the year ended December 31, 2017, selling, general and administrative expenses increased $203.6 million, or 13.4% to $1.7 billion compared with 2016 primarily reflecting the impact of acquisitions in 2017, including acquisition-related amortization expense of $18.0 million, higher restructuring charges of $15.9 million, disposition-related costs for Warn of $5.2 million and increased compensation costs.

As a percentage of revenue, selling, general and administrative expenses remained consistent with 2016 at approximately 25%.

For the year ended December 31, 2017, interest expense, net of interest income, increased $7.2 million, or 5.6%, to $136.5 million compared with 2016 due to the full year impact of the fourth quarter 2016 issuance of the €600 million of 1.25% euro-denominated notes and higher interest rates on commercial paper in 2017.

For the year ended December 31, 2016, other income was primarily due to earnings on equity method investments of $3.3 million and net foreign exchange gains of $3.6 million.

For the year ended December 31, 2016, gain on sale of businesses was $96.6 million.

The gain was primarily due to the sales of Texas Hydraulics ("THI"), a custom manufacturer of fluid power components within the Engineered Systems segment, and Tipper Tie, a global supplier of processing and clip packaging machines within the Refrigeration & Food Equipment segment.

Upon disposal of THI and Tipper Tie, we recognized gains on sale of $11.9 million and $85 million, respectively.

The effective tax rate was impacted by favorable net discrete items totaling $13.6 million, principally related to settlements of uncertain tax matters.

The 2018 results included after-tax rightsizing and other costs of $58.3 million, or EPS of $0.38, whereas 2017 included rightsizing and other costs of $34.6 million, or EPS of $0.22.

The 2017 results include a net benefit of $172.6 million, or EPS of $1.09 from dispositions, a net tax benefit primarily from the Tax Reform Act of $54.9 million, or EPS of $0.35, after-tax rightsizing and other costs of $34.6 million or EPS of $0.22 and a net benefit of $4.6 million, or EPS of $0.03, from a reduction to a previously recorded product recall accrual.

Restructuring Activities

Dover Corporation is a diversified global manufacturer [added: and solutions provider] delivering innovative equipment and components, [removed: specialty systems,] consumable supplies, [added: aftermarket parts,] software and digital solutions and support services through [removed: three] [added: five] operating segments: Engineered [removed: Systems, Fluids,] [added: Products, Fueling Solutions, Imaging & Identification, Pumps & Process Solutions,] and Refrigeration & Food Equipment.

Dover's [removed: three] [added: five] operating [added: and reportable] segments are as follows:

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

Apergy [removed: holds the entities conducting] [added: consists of] our former upstream energy businesses previously included in our [added: former] Energy segment.

Dover is committed to [removed: generating] [added: increasing] shareholder value through a combination of sustained long-term profitable growth, operational excellence and superior free [removed: cash-flow generation.][added: cash flow generation with productive re-deployment while adhering to a conservative financial policy.]

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

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

Our [removed: segment and] executive management [removed: teams set] [added: team sets] strategic direction, initiatives and goals, [removed: provide] [added: provides] oversight of strategy execution and achievement of these goals for our operating companies, and with oversight from our Board of Directors, [removed: make] [added: makes] capital allocation decisions, including [added: with respect to] organic investment initiatives, major capital projects, acquisitions and the return of capital to our shareholders.

[removed: We] [added: In that regard, our businesses] have accelerated [removed: our] efforts and processes around innovation, [added: including by] focusing on technologies [removed: which] [added: that] create tangible value for our customers.

We are committed to driving [added: superior] shareholder returns through three key [removed: objectives.][added: tenets of our corporate strategy.]

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

[removed: Second, we continue to] [added: We also] focus on [removed: improving returns on capital and segment margins through] [added: continuous,] effective cost management and productivity initiatives, including [added: automation and digitally-supported manufacturing,] supply chain activities, [removed: targeted, thoughtful] restructuring activities, [added: improved footprint utilization,] strategic pricing and portfolio management.

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

Dover’s [removed: value-creation] [added: 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 [removed: shareholders.][added: shareholders through growing dividends and opportunistic share repurchases.]

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

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

Capturing growth potential in our [removed: key end markets] [added: end-markets] and adjacencies

Dover’s [removed: three] [added: five] business segments [removed: focus] [added: are focused] on building enduring competitive advantages and leadership positions in [removed: end] markets that [added: we believe] are positioned for [added: sustained] 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 [removed: growth in such markets.][added: growth.]

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

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

Our [removed: Fluids] [added: Pumps & Process Solutions] segment is focused on [removed: accelerating] [added: capturing] growth [added: in its installed base and growing sophistication of fluid transfer and rotating machinery components] within the [removed: chemical/plastics, retail fueling, fluid transfer, industrial] [added: chemical, plastics] and [added: polymer, industrial, mid and downstream oil & gas, biopharma and] hygienic markets as well as globalizing brands across geographies while expanding sales channels and engineering support.

Our Refrigeration & Food Equipment segment is responding to our customers’ demand for increased energy efficiency and sustainability [removed: and unique] [added: in food retail] merchandising [added: solutions, as well as increasing demand for sustainable heating and cooling] solutions [removed: with innovative new products.][added: and growing global demand for aluminum beverage cans.]

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

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

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

Our businesses place [added: a] strong emphasis on continual product quality improvement and new product development to better serve customers and to facilitate expansion into new [removed: product] [added: products] and geographic markets.

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

[removed: In prior years, we] [added: We] have [removed: invested in our global supply chain organization to capitalize on Dover’s scale in procurement,] [added: invested,] and [added: will continue to invest,] in Dover Business Services shared service centers to provide important transactional and value-added services to our operating companies in the areas of finance, [removed: information technology] [added: IT] and human resources.

We are focused on the most efficient allocation of [removed: our] capital to maximize returns on investment.

We plan to make average annual investments in capital spending of approximately 2% - 4% of revenue with a focus on internal projects designed to expand [removed: markets,] [added: our market participation,] develop [added: new] products and improve productivity.

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

[removed: Finally, we have consistently returned cash to shareholders] by paying dividends, which have increased annually over each of the last [removed: 63] [added: 64] years.

We also undertake opportunistic share repurchases as part of our capital allocation strategy, and completed $1 billion of share repurchases [added: towards the end of 2017, and] in [removed: 2018.][added: 2018, primarily with funds received from Apergy in connection to the spin-off, and $143.3 million in 2019.]

Second, in the right circumstances, we may strategically pursue larger, stand-alone businesses that [removed: have the potential to either] complement our existing businesses or [removed: allow] [added: provide a path for] us to pursue [removed: innovative technologies within our key] growth [removed: spaces.][added: in near adjacencies.]

With all our acquisitions, we seek businesses that [added: are leaders in their markets or niches,] have [removed: an accretive margin and] a strong [added: track record for innovation, offer differentiated solutions, clearly complement our businesses and have a solid] organic growth profile, [added: attractive and sustainable returns, and] offer significant synergy [removed: opportunities and the] potential to generate double-digit return on capital [removed: 3-5] [added: within three] years after the acquisition is completed.

Over the past three years [removed: (2016] [added: (2017] through [removed: 2018),] [added: 2019),] we have spent approximately [removed: $1.7 billion] [added: $319.3 million] to purchase [removed: 10] [added: seven] businesses.

Consistent with our acquisition program, we acquired these businesses to complement and expand upon existing operations within the [removed: Process] [added: Fueling] Solutions and [removed: Food Equipment end markets.][added: Pumps & Process Solutions segments.]

During [removed: 2017,] [added: 2019,] we acquired [removed: two] [added: three] businesses for an aggregate consideration of [removed: $32.9] [added: $216.4] million, net of cash acquired and including contingent consideration.

We acquired these businesses to complement and expand upon existing operations within the [removed: Printing] [added: Pumps & Process Solutions] and [removed: Identification platform.][added: Refrigeration & Food Equipment segments.]

Effective October 1, 2019, Dover transitioned from a three-segment to a five-segment structure as a result of a change to its management structure and operating model.

Dover's five segments are structured around businesses with similar business models, go-to-market strategies and manufacturing practices.

This structure increases management efficiency and better aligns Dover’s operations with its strategic initiatives and capital allocation priorities, and provides greater transparency about our performance to external stakeholders.

- Our Engineered Products segment is a provider of a wide range of products, software and services that have broad customer applications across a number of markets, including aftermarket vehicle service, solid waste handling, industrial automation, aerospace and defense, industrial winch and hoist, and fluid dispensing.

- Our Fueling Solutions segment is focused on providing components, equipment and software and service solutions enabling safe transport of fuels and other hazardous fluids along the supply chain, as well as the safe and efficient operation of retail fueling and vehicle wash establishments.

- Our Imaging & Identification segment supplies precision marking and coding, product traceability and digital textile printing equipment, as well as related consumables, software and services.

- Our Pumps & Process Solutions segment manufactures specialty pumps, fluid handling components, plastics and polymer processing equipment, and highly engineered components for rotating and reciprocating machines.

Dover seeks to be a leader in a diverse set of growing markets where customers are loyal to established brands and value product performance and differentiation evidenced by superior engineering, manufacturing precision, total solution development and excellent supply chain performance.

Our businesses are long-time leaders in their respective markets and are known for their innovation, engineering capability and customer service excellence.

We aim to continue growing our businesses from this strong foundation.

Our operating structure of five business segments allows for increased differentiated acquisition focus consistent with our portfolio and capital allocation priorities.

Second, we continue to focus on improving returns on capital and segment and corporate earnings margins by enhancing our capabilities and making investments across the organization in software and digital applications, operations management, information technology ("IT") and talent.

Dover prioritizes deploying free cash flow towards high-return and high-confidence organic reinvestments aimed at growing, improving and strengthening our businesses, as well as through inorganic investments that synergistically enhance the quality of our portfolio.

Characteristics of a Dover Business

Our businesses have consistently enjoyed a loyal customer base that chooses products primarily based on performance.

In many instances, our businesses produce critical equipment or components to a larger system, where value-in-use and costs and risks of switching far exceed the cost of the product itself.

Our products tend to have meaningful replacement, consumable or aftermarket demand due, in part, to a large installed base with loyal customers because they play a specialized role in customer applications.

Recurring demand, which includes parts, consumables, services and software, represents approximately 30% of our revenue.

Our businesses increasingly complement our component or equipment offerings with digital solutions (such as connected products, sensors and software) that create new sources of value to our customers and allow Dover businesses to drive growth and increase relevance with our customers.

Our focus in shaping Dover's portfolio is aimed at building an enterprise with a large and stable cash flow, low capital intensity, and sustainable returns on invested capital well in excess of our cost of capital.

Our Engineered Products segment is capitalizing on secular growth in waste generation and increasing sophistication and automation of waste collection operations, increasing car parc, car age and miles driven, as well as increasing digitization and sensorization of modern vehicles.

Our Fueling Solutions segment benefits from worldwide growth in safety and compliance regulations, new infrastructure build-out in emerging economies, increased sophistication and digitization of convenience and fuel retailing, as well as a secular growth in automated vehicle wash systems (over manual and do-it-yourself washing).

Our Imaging & Identification segment leverages its unique product offering containing equipment, consumables, software and services to address market needs and requirements including conversion to digital textile printing, increased demand for product traceability and brand protection, and consumer product safety.

In 2018, we opened our new Digital Labs center in the greater Boston area and have continued to invest in this facility and our team of software developers, data scientists, and product managers to enhance our digital capability.

The Digital Labs team is driving digital transformation across our businesses along the following three areas: (i) e-commerce – more efficient and streamlined digital customer interfaces that make it easy to do business with Dover companies; (ii) connected products – development of value-add connected, sensorized and software-augmented solutions built on top of Dover’s core equipment and component offerings in our end-markets; and (iii) digital manufacturing – driving increased efficiency, safety and quality in our manufacturing operations by employing cutting-edge automation and “digital factory” solutions.

By leveraging a central resource for Industrial Internet of Things ("IIoT") and connected product initiatives, we are able to reduce redundancy of support infrastructure while managing the proliferation of common parts, such as sensors, to keep our projects cost-competitive.

In 2019, we continued to expand initiatives to extract productivity gains across the businesses and initiated a set of productivity actions to realize further savings in 2020.

Current margin expansion initiatives are focused on the further centralization of shared services under Dover Business Services, improving utilization and optimization of our manufacturing footprint as well as our IT services and costs, and continuing to leverage our Digital Labs team to improve our e-commerce capabilities.

We expect to continue driving efficiencies through Dover Business Services as we increase the level of service centralization across the portfolio.

Digital Labs consists of a team of approximately 100 software developers, data scientists and product managers who provide digital capabilities to enhance the customer experience, develop connected products, and drive automation and efficiency.

Our Dover Digital leadership has begun deploying customer facing applications of common infrastructure design to make it easier to find, experience and buy products from Dover.

The Digital Labs team has also deployed shared IIoT capability so many of Dover's products are remotely configurable and monitored, enabling our businesses to sell aftermarket parts and offer remote diagnostic services.

In 2019, we launched a set of initiatives to improve operational efficiency and enhance and solidify the continuous improvement programs embedded in our businesses' day-to-day operations beginning with several significant production automation and footprint consolidation projects.

With the launch of the new segment structure and continued evolution of Dover’s operating model, we will now oversee operations management from the corporate center.

We expect this team to work closely with our businesses to drive execution excellence in our operational initiatives and best-in-class processes, standards and measurement tools to identify, prioritize and monitor execution of operational improvement initiatives.

We also seek to deploy capital in acquisitions in attractive growth areas across our five segments.

Finally, we have consistently returned cash to shareholders

During 2017, we acquired two businesses for an aggregate purchase price of $34.3 million, net of cash acquired, within the Imaging & Identification segment.

Most of our efforts to streamline and improve the portfolio to less cyclical and higher growth businesses were completed in 2018 with the Apergy spin-off.

During 2019, we completed the sale of Finder Pompe S.r.l.

The Company's entrepreneurial business model encourages, promotes and fosters deep customer engagement and collaboration, which has led to Dover's well-established and valued reputation for providing superior customer service and industry-leading product innovation.

Dover's three operating segments are structured around our key end markets and are designed to support focused growth strategies.

Our segment structure also allows us to leverage Dover's scale and channel presence while capitalizing on productivity initiatives.

- 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.

- Our Fluids segment, serving the Fueling & Transport, Pumps, and 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.

Dover seeks to be a leader in our end markets as measured by market share, customer satisfaction, growth, and return on invested capital.

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.

Our Engineered Systems segment combines its engineering capabilities, unique product advantages and 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.

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

Our businesses generate annual free cash flow of approximately 8-12% of revenue.

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.

During 2016, we acquired six businesses for an aggregate purchase price of $1.6 billion, net of cash acquired.

Four of these businesses– Tokheim Group S.A.S., Fairbanks Environmental LTD, ProGauge and Wayne Fueling Systems Ltd. expanded our Fluids segment's retail fueling portfolio and two of these businesses – Alliance Wireless Technologies, Inc. and Ravaglioli S.p.A.

Group complemented the Industrials platform within our Engineered Systems segment.

During 2016, we completed the sale of Texas Hydraulics and Tipper Tie, within the Engineered Systems and Refrigeration & Food Equipment segments, respectively.

As noted previously, we currently operate through three business segments that are aligned with the key end markets they serve and comprise our operating and reportable segments: Engineered Systems, Fluids, and Refrigeration & Food Equipment.

Engineered Systems

Our Engineered Systems segment is focused on the design, manufacture and service of critical equipment, consumables and components across its two platforms, the Printing & Identification and Industrials, as described below.

on expanding food and product safety requirements and growth in emerging markets.

Products are sold to national dealership networks, original equipment manufacturers ("OEM"), national multi-shop operators ("MSO") groups, independent repair and service shops, and large national accounts and government/transit customers through a network of distributors and channel partners.

Products are sold to municipal customers, national accounts and independent waste haulers through a network of distributors and directly in certain geographic areas.

These products serve a very broad market including food processing, packaging, paper processing, medical, electronic, automotive, nuclear and general industrial products.

Fluids

Our Fluids segment is focused on the safe handling of critical fluids across the retail fueling, chemical, hygienic, oil and gas and industrial end markets.

We strive to optimize safety, efficiency, reliability, and environmental sustainability through innovative fluid handling and information management solutions.

The segment serves three broad global end markets: Fueling & Transport, Pumps, and Process Solutions.

- *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.

Within this framework, we have a very strong presence in the retail and commercial fueling markets, where we provide fuel dispensers, payment systems, hanging hardware and underground containment systems, as well as monitoring and optimization software.

- *Pumps* – Our businesses manufacture pumps that are used to transfer liquid and bulk products and are sold to a wide variety of markets, including the refined fuels, liquefied petroleum gas ("LPG"), food/sanitary, transportation and chemical process industries.

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.

- *Food Equipment* – Our businesses manufacture electrical distribution products and engineering services, commercial food service equipment, continuous motion wash systems, cook-chill production systems, custom food storage and preparation products, kitchen ventilation systems, conveyer systems and beverage can-making machinery.

In 2018, we opened our new digital labs center in the greater Boston area.

At December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] we have reserves totaling [removed: $31.8] [added: $30.6] million and [removed: $35.0] [added: $31.8] million, respectively, for environmental and other matters, including private party claims for exposure to hazardous substances, that are probable and estimable.

The Company has reserves for other legal matters that are probable and estimable and at December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] these reserves are not significant.

For fiscal year ended December 31, [removed: 2018][added: 2019]

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

| Title of Each Class | | | [added: Trading Symbol(s)] | | | Name of Each Exchange on Which Registered | | | | | | | | |

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

| [removed: 2.125%] [added: 1.250%] Notes due [removed: 2020] [added: 2026] | | | [added: DOV 26] | | | New York Stock Exchange | | | | | | | | |

| [removed: 1.250%] [added: 0.750%] Notes due [removed: 2026] [added: 2027] | | | [added: DOV 27] | | | New York Stock Exchange | | | | | | | | |

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or [added: Section] 15(d) of the Act.

Yes [removed: o] [added: ☐] No [removed: þ][added: ☑]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller [removed: reporting] [added: reporting, or an emerging growth] company.

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

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

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: 2018] [added: 2019] was [removed: $10,776,562,926.][added: $14,526,718,145.]

The registrant’s closing price as reported on the New York Stock Exchange-Composite Transactions for June 30, [removed: 2018] [added: 2019] was [removed: $73.20] [added: $100.20] per share.

The number of outstanding shares of the registrant’s common stock as of February [removed: 1, 2019] [added: 4, 2020] was [removed: 144,940,620.][added: 144,328,014.]

Documents Incorporated by Reference: Part III — Certain Portions of the Proxy Statement for Annual Meeting of Shareholders to be held on May [removed: 2, 2019] [added: 8, 2020] (the [removed: “2019] [added: “2020] Proxy Statement”).

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 [removed: 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, [removed: 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.

| [PART [removed: I](#i_0_56)] [added: I](#i_0_13)] | | | | | | | | | | | |

| [Item [removed: 1.](#i_0_68)] [added: 1.](#i_0_16)] | | | [removed: [Business](#i_0_68)] [added: [Business](#i_0_16)] | | | [removed: [5](#i_0_68)] [added: [5](#i_0_16)] | | | | | |

| [Item [removed: 1A.](#i_0_94)] [added: 1A.](#i_0_22)] | | | [Risk [removed: Factors](#i_0_94)] [added: Factors](#i_0_22)] | | | [removed: [15](#i_0_94)] [added: [16](#i_0_22)] | | | | | |

| [Item [removed: 1B.](#i_0_106)] [added: 1B.](#i_0_25)] | | | [Unresolved Staff [removed: Comments](#i_0_106)] [added: Comments](#i_0_25)] | | | [removed: [20](#i_0_106)] [added: [22](#i_0_25)] | | | | | |

| [Item [removed: 2.](#i_0_118)] [added: 2.](#i_0_28)] | | | [removed: [Properties](#i_0_118)] [added: [Properties](#i_0_28)] | | | [removed: [21](#i_0_118)] [added: [23](#i_0_28)] | | | | | |

| [Item [removed: 3.](#i_0_131)] [added: 3.](#i_0_31)] | | | [Legal [removed: Proceedings](#i_0_131)] [added: Proceedings](#i_0_31)] | | | [removed: [21](#i_0_131)] [added: [23](#i_0_31)] | | | | | |

| [Item [removed: 4.](#i_0_143)] [added: 4.](#i_0_34)] | | | [Mine Safety [removed: Disclosures](#i_0_143)] [added: Disclosures](#i_0_34)] | | | [removed: [21](#i_0_143)] [added: [23](#i_0_34)] | | | | | |

| [PART [removed: II](#i_0_168)] [added: II](#i_0_40)] | | | | | | | | | | | |

| [Item [removed: 5.](#i_0_181)] [added: 5.](#i_0_43)] | | | [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#i_0_181)] [added: Securities](#i_0_43)] | | | [removed: [23](#i_0_181)] [added: [25](#i_0_43)] | | | | | |

| [Item [removed: 6.](#i_0_193)] [added: 6.](#i_0_46)] | | | [Selected Financial [removed: Data](#i_0_193)] [added: Data](#i_0_46)] | | | [removed: [27](#i_0_193)] [added: [28](#i_0_46)] | | | | | |

| [Item [removed: 7.](#i_0_206)] [added: 7.](#i_0_49)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i_0_206)] [added: Operations](#i_0_49)] | | | [removed: [28](#i_0_206)] [added: [29](#i_0_49)] | | | | | |

| [Item [removed: 7A.](#i_0_361)] [added: 7A.](#i_0_85)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i_0_361)] [added: Risk](#i_0_85)] | | | [removed: [52](#i_0_361)] [added: [57](#i_0_85)] | | | | | |

| [Item [removed: 8.](#i_0_373)] [added: 8.](#i_0_88)] | | | [Financial Statements and Supplementary [removed: Data](#i_0_373)] [added: Data](#i_0_88)] | | | [removed: [53](#i_0_373)] [added: [58](#i_0_88)] | | | | | |

| [Item [removed: 9.](#i_0_949)] [added: 9.](#i_0_229)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i_0_949)] [added: Disclosure](#i_0_229)] | | | [removed: [106](#i_0_949)] [added: [113](#i_0_229)] | | | | | |

| [Item [removed: 9A.](#i_0_962)] [added: 9A.](#i_0_232)] | | | [Controls and [removed: Procedures](#i_0_962)] [added: Procedures](#i_0_232)] | | | [removed: [106](#i_0_962)] [added: [113](#i_0_232)] | | | | | |

| [Item [removed: 9B.](#i_0_974)] [added: 9B.](#i_0_235)] | | | [Other [removed: Information](#i_0_974)] [added: Information](#i_0_235)] | | | [removed: [106](#i_0_974)] [added: [113](#i_0_235)] | | | | | |

| [PART [removed: III](#i_0_986)] [added: III](#i_0_238)] | | | | | | | | | | | |

| [Item [removed: 10.](#i_0_999)] [added: 10.](#i_0_241)] | | | [Directors and Executive Officers and Corporate [removed: Governance](#i_0_999)] [added: Governance](#i_0_241)] | | | [removed: [109](#i_0_999)] [added: [114](#i_0_241)] | | | | | |

| [Item [removed: 11.](#i_0_1011)] [added: 11.](#i_0_244)] | | | [Executive [removed: Compensation](#i_0_1011)] [added: Compensation](#i_0_244)] | | | [removed: [110](#i_0_1011)] [added: [114](#i_0_244)] | | | | | |

| [Item [removed: 12.](#i_0_1023)] [added: 12.](#i_0_247)] | | | [Security Ownership of certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i_0_1023)] [added: Matters](#i_0_247)] | | | [removed: [111](#i_0_1023)] [added: [115](#i_0_247)] | | | | | |

| [Item [removed: 13.](#i_0_1035)] [added: 13.](#i_0_250)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i_0_1035)] [added: Independence](#i_0_250)] | | | [removed: [112](#i_0_1035)] [added: [116](#i_0_250)] | | | | | |

| [Item [removed: 14](#i_0_1047).] [added: 14](#i_0_253).] | | | [Principal Accountant Fees and [removed: Services](#i_0_1047)] [added: Services](#i_0_253)] | | | [removed: [112](#i_0_1047)] [added: [116](#i_0_253)] | | | | | |

| [Item [removed: 15.](#i_0_1071)] [added: 15.](#i_0_259)] | | | [Exhibits, Financial Statement [removed: Schedules](#i_0_1071)] [added: Schedules](#i_0_259)] | | | [removed: [112](#i_0_1071)] [added: [117](#i_0_259)] | | | | | |

| [Item [removed: 16.](#i_0_1083)] [added: 16.](#i_0_262)] | | | [removed: [Summary](#i_0_1083)] [added: [Summary](#i_0_262)] | | | [removed: [116](#i_0_1083)] [added: [121](#i_0_262)] | | | | | |

| Delaware | | | | | | 53-0257888 | | | | | | | | |

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

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

| | | | [Information About Our Executive Officers](#i_0_37) | | | [24](#i_0_37) | | | | | |

| [PART IV](#i_0_256) | | | | | | | | | | | |

| [SIGNATURES](#i_0_265) | | | | | | | | | [122](#i_0_265) | | |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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

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

| | | | [Executive Officers of the Registrant](#i_0_155) | | | [22](#i_0_155) | | | | | |

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

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

The number, type, location and size of the properties used by our operations as of December 31, [removed: 2018] [added: 2019] are shown in the following charts, by segment:

| Refrigeration & Food Equipment | | | [removed: 23] [added: 33] | | | | | | [removed: 23] [added: 14] | | | | | | [removed: 18] [added: 9] | | | | | | [removed: 64] [added: 4] | | | | | | [removed: 1,556] [added: 60] | | | | | | [removed: 2,459] [added: 1] | | | | | | [added: 11] | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Refrigeration & Food Equipment | | | [removed: 32 | | | | | | 11 | | | | | | 9] [added: 24] | | | | | | [removed: 2] [added: 24] | | | | | | [removed: 54] [added: 18] | | | | | | [removed: 1] [added: 66] | | | | | | [removed: 10] [added: 1,506] | | | | | | [added: 2,444] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Engineered Products | | | 29 | | | | | | 17 | | | | | | 9 | | | | | | 55 | | | | | | 2,905 | | | | | | 1,265 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fueling Solutions | | | 25 | | | | | | 8 | | | | | | 24 | | | | | | 57 | | | | | | 926 | | | | | | 1,855 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Imaging & Identification | | | 12 | | | | | | 15 | | | | | | 58 | | | | | | 85 | | | | | | 662 | | | | | | 908 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Pumps & Process Solutions | | | 36 | | | | | | 6 | | | | | | 24 | | | | | | 66 | | | | | | 3,060 | | | | | | 1,441 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Engineered Products | | | 33 | | | | | | 14 | | | | | | 5 | | | | | | 1 | | | | | | 53 | | | | | | 1 | | | | | | 9 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fueling Solutions | | | 13 | | | | | | 15 | | | | | | 10 | | | | | | 2 | | | | | | 40 | | | | | | 1 | | | | | | 13 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Imaging & Identification | | | 10 | | | | | | 37 | | | | | | 23 | | | | | | 1 | | | | | | 71 | | | | | | 1 | | | | | | 12 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Pumps & Process Solutions | | | 34 | | | | | | 14 | | | | | | 10 | | | | | | 4 | | | | | | 62 | | | | | | 1 | | | | | | 11 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

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

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

| Engineered Systems | | | 37 | | | | | | 55 | | | | | | 30 | | | | | | 1 | | | | | | 123 | | | | | | 1 | | | | | | 10 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fluids | | | 31 | | | | | | 28 | | | | | | 19 | | | | | | 9 | | | | | | 87 | | | | | | 1 | | | | | | 14 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Our executive officers as of February [removed: 15, 2019,] [added: 14, 2020,] and their positions with Dover (and, where relevant, prior business experience) for the past five years, are as follows:

| Richard J. Tobin | | | | | | [removed: 55] [added: 56] | | | | | | 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. | | |

| Ivonne M. Cabrera | | | | | | [removed: 52] [added: 53] | | | | | | Senior Vice President, General Counsel and Secretary of Dover (since January [removed: 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: 2013).] | | |

| Brad M. Cerepak | | | | | | [removed: 59] [added: 60] | | | | | | Senior Vice President and Chief Financial Officer (since May 2011) of [removed: Dover; prior thereto Vice President and Chief Financial Officer (from August 2009 to May 2011) of] Dover. | | |

| Girish Juneja | | | | | | [removed: 49] [added: 50] | | | | | | 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 [removed: 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: 2017).] | | |

| Anthony K. Kosinski | | | | | | [removed: 52] [added: 53] | | | | | | Vice President, Tax (since June 2016) of Dover; prior thereto Director, Domestic Tax (June 2003 to June 2016) of Dover. | | |

| James M. Moran | | | | | | [removed: 53] [added: 54] | | | | | | 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) [removed: 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: .] | | |

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

| Kimberly K. Bors | | | | | | 59 | | | | | | Senior Vice President, Human Resources (since January 2020) of Dover; prior thereto Senior Vice President – Human Resources of The Mosaic Company (from July 2017 to December 2018); prior thereto Senior Vice President, Human Resources & Administration for Schneider, North America at Schneider Electric (September 2014 to June 2017). | | |

| David J. Malinas | | | | | | 45 | | | | | | Senior Vice President, Operations (since July 2019) of Dover; prior thereto Senior Vice President and President, Industrial Process for ITT Corporation (from June 2017 to June 2019); prior thereto Vice President and General Manager, Controlled Temperature Technologies Businesses at Thermo Fisher Scientific Inc. ("Thermo Fisher") (from March 2017 to June 2017); prior thereto Vice President, Industrial Segment at Thermo Fischer (from December 2015 to March 2017); prior thereto Vice President and General Manager, Global Chemicals Business Unit (from June 2012 to November 2015) at Thermo Fisher. | | |

| Ryan W. Paulson | | | | | | 46 | | | | | | Vice President & Controller (from July 2019) of Dover; prior thereto Assistant Controller, Global Consolidations & Operations Accounting (from August 2017 to July 2019); prior thereto partner at PricewaterhouseCoopers LLP (from July 2012 to June 2017). | | |

EXECUTIVE OFFICERS OF THE REGISTRANT

| Jay L. Kloosterboer | | | | | | 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. | | |

| William W. Spurgeon, Jr. | | | | | | 60 | | | | | | 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. | | |

| Carrie Anderson | | | | | | 50 | | | | | | 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. | | |

The number of holders of record of Dover common stock as of February [removed: 1, 2019] [added: 4, 2020] was approximately [removed: 18,198.][added: 18,689.]

Information [removed: regarding] [added: relating to] securities authorized for issuance under our equity compensation plans is contained in Part III, Item 12 of this Form 10-K.

During the year ended December 31, [removed: 2018,] [added: 2019,] under [removed: the January 2015 authorization] [added: our February 2018 standing share repurchase authorization,] the Company purchased [removed: 440,608] [added: 1,343,622] shares of [removed: its] common stock at a total cost of [removed: $45.0 million,] [added: $143.3 million] or [removed: $102.08] [added: $106.64] per share.

The total number of shares purchased by month during the fourth quarter of [removed: 2018] [added: 2019] were as follows:

[removed: ][added: ]

This graph assumes $100 invested on December 31, [removed: 2013] [added: 2014] in Dover common stock, the S&P 500 index and an old and new peer group index.

The [removed: 2018 new] [added: 2019] peer index consists of the following 30 public companies selected by Dover.

| Actuant Corp. | | | Fortive Corp. [removed: *] | | | Parker-Hannifin Corp. | | |

| Colfax Corp. [removed: *] | | | IDEX Corporation | | | Rockwell Automation Inc. | | |

| Crane Company | | | Ingersoll-Rand PLC | | | SPX Flow Inc. [removed: *] | | |

| Danaher Corporation | | | ITT Inc. [removed: *] | | | Teledyne Technologies Inc. | | |

As of December 31, 2019, 8,360,044 shares remain authorized for repurchase.

| October 1 to October 31 | | | — | | | | | | $ | — | | | | | — | | | | | | 9,441,859 | | |

| November 1 to November 30 | | | 523,744 | | | | | | 109.53 | | | | | | 523,744 | | | | | | 8,918,115 | | |

| December 1 to December 31 | | | 558,071 | | | | | | 112.23 | | | | | | 558,071 | | | | | | 8,360,044 | | |

| For the Fourth Quarter | | | 1,081,815 | | | | | | $ | 110.92 | | | | | 1,081,815 | | | | | | 8,360,044 | | |

In January 2015, the Board of Directors approved a standing share repurchase authorization, whereby the Company could repurchase up to 15,000,000 shares of its common stock over the following three years.

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

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

This share repurchase authorization replaced the January 2015 share repurchase authorization.

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.

As of December 31, 2018, the number of shares available for repurchase under the February 2018 share repurchase authorization was 9,703,666.

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.

| 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.

*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.

| *in thousands except per share data* | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2014] [added: 2015] | | |

| Revenue | | | | | | $ | [removed: 6,992,118] [added: 7,136,397] | | | | | $ | [removed: 6,820,886] [added: 6,992,118] | | | | | $ | [removed: 6,043,224] [added: 6,820,886] | | | | | $ | [removed: 5,879,842] [added: 6,043,224] | | | | | $ | [removed: 6,222,308] [added: 5,879,842] | |

| Earnings from continuing operations | | | | | | [removed: 591,145] [added: 677,918] | | | | | | [removed: 746,663] [added: 591,145] | | | | | | [removed: 502,128] [added: 746,663] | | | | | | [removed: 525,208] [added: 502,128] | | | | | | [removed: 529,730] [added: 525,208] | | |

| (Loss) earnings from discontinued operations | | | | | | [removed: (20,878)] [added: —] | | | | | | [removed: 65,002] [added: (20,878)] | | | | | | [removed: 6,764] [added: 65,002] | | | | | | [removed: 344,621] [added: 6,764] | | | | | | [removed: 245,505] [added: 344,621] | | |

| Net earnings | | | | | | [removed: 570,267] [added: 677,918] | | | | | | [removed: 811,665] [added: 570,267] | | | | | | [removed: 508,892] [added: 811,665] | | | | | | [removed: 869,829] [added: 508,892] | | | | | | [removed: 775,235] [added: 869,829] | | |

| Continuing operations | | | | | | $ | [removed: 3.94] [added: 4.67] | | | | | $ | [removed: 4.80] [added: 3.94] | | | | | $ | [removed: 3.23] [added: 4.80] | | | | | $ | [removed: 3.33] [added: 3.23] | | | | | $ | [removed: 3.18] [added: 3.33] | |

| Discontinued operations | | | | | | [removed: (0.14)] [added: —] | | | | | | [removed: 0.42] [added: (0.14)] | | | | | | [removed: 0.04] [added: 0.42] | | | | | | [removed: 2.19] [added: 0.04] | | | | | | [removed: 1.47] [added: 2.19] | | |

| Net earnings | | | | | | [removed: 3.80] [added: 4.67] | | | | | | [removed: 5.21] [added: 3.80] | | | | | | [removed: 3.28] [added: 5.21] | | | | | | [removed: 5.52] [added: 3.28] | | | | | | [removed: 4.65] [added: 5.52] | | |

| Weighted average basic shares outstanding | | | | | | [removed: 149,874] [added: 145,198] | | | | | | [removed: 155,685] [added: 149,874] | | | | | | [removed: 155,231] [added: 155,685] | | | | | | [removed: 157,619] [added: 155,231] | | | | | | [removed: 166,692] [added: 157,619] | | |

| Continuing operations | | | | | | $ | [removed: 3.89] [added: 4.61] | | | | | $ | [removed: 4.73] [added: 3.89] | | | | | $ | [removed: 3.21] [added: 4.73] | | | | | $ | [removed: 3.30] [added: 3.21] | | | | | $ | [removed: 3.14] [added: 3.30] | |

| Discontinued operations | | | | | | [removed: (0.14)] [added: —] | | | | | | [removed: 0.41] [added: (0.14)] | | | | | | [removed: 0.04] [added: 0.41] | | | | | | [removed: 2.17] [added: 0.04] | | | | | | [removed: 1.45] [added: 2.17] | | |

| Net earnings | | | | | | [removed: 3.75] [added: 4.61] | | | | | | [removed: 5.15] [added: 3.75] | | | | | | [removed: 3.25] [added: 5.15] | | | | | | [removed: 5.46] [added: 3.25] | | | | | | [removed: 4.59] [added: 5.46] | | |

| Weighted average diluted shares outstanding | | | | | | [removed: 152,133] [added: 146,992] | | | | | | [removed: 157,744] [added: 152,133] | | | | | | [removed: 156,636] [added: 157,744] | | | | | | [removed: 159,172] [added: 156,636] | | | | | | [removed: 168,842] [added: 159,172] | | |

| Dividends per common share | | | | | | $ | [removed: 1.90] [added: 1.94] | | | | | $ | [removed: 1.82] [added: 1.90] | | | | | $ | [removed: 1.72] [added: 1.82] | | | | | $ | [removed: 1.64] [added: 1.72] | | | | | $ | [removed: 1.55] [added: 1.64] | |

| Capital expenditures | | | | | | $ | [removed: 170,994] [added: 186,804] | | | | | $ | [removed: 170,068] [added: 170,994] | | | | | $ | [removed: 139,578] [added: 170,068] | | | | | $ | [removed: 130,045] [added: 139,578] | | | | | $ | [removed: 120,460] [added: 130,045] | |

| Depreciation and amortization | | | | | | [removed: 282,580] [added: 272,287] | | | | | | [removed: 283,278] [added: 282,580] | | | | | | [removed: 249,672] [added: 283,278] | | | | | | [removed: 207,817] [added: 249,672] | | | | | | [removed: 218,114] [added: 207,817] | | |

| Total assets [added: (1)] | | | | | | [removed: 8,365,771] [added: 8,669,477] | | | | | | [removed: 10,658,359] [added: 8,365,771] | | | | | | [removed: 10,130,325] [added: 10,658,359] | | | | | | [removed: 8,606,075] [added: 10,130,325] | | | | | | [removed: 9,030,290] [added: 8,606,075] | | |

| Total long-term debt, including current maturities | | | | | | [removed: 2,943,660] [added: 2,985,716] | | | | | | [removed: 3,336,713] [added: 2,943,660] | | | | | | [removed: 3,207,632] [added: 3,336,713] | | | | | | [removed: 2,603,504] [added: 3,207,632] | | | | | | [removed: 2,552,625] [added: 2,603,504] | | |

See Note 4 — Acquisitions and Note 5 — Discontinued and Disposed Operations in the Consolidated Financial Statements in Item 8 of this Form 10-K for additional information regarding the impact of [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] acquisitions and disposed and discontinued operations.

(1) Includes assets from discontinued operations

| [removed: [54](#i_0_386)] [added: [59](#i_0_91)] | | | [Management's Report on Internal Control Over Financial [removed: Reporting](#i_0_386)] [added: Reporting](#i_0_91)] | | |

| [removed: [55](#i_0_399)] [added: [60](#i_0_94)] | | | [Report of Independent Registered Public Accounting [removed: Firm](#i_0_399)] [added: Firm](#i_0_94)] | | |

| [removed: [57](#i_0_412)] [added: [62](#i_0_97)] | | | [Consolidated Statements of [removed: Earnings](#i_0_412)] [added: Earnings](#i_0_97)] | | |

| [removed: [58](#i_0_425)] [added: [63](#i_0_100)] | | | [Consolidated Statements of Comprehensive [removed: Earnings](#i_0_425)] [added: Earnings](#i_0_100)] | | |

| [removed: [59](#i_0_438)] [added: [64](#i_0_103)] | | | [Consolidated Balance [removed: Sheets](#i_0_438)] [added: Sheets](#i_0_103)] | | |

| [removed: [60](#i_0_465)] [added: [65](#i_0_109)] | | | [Consolidated Statements of Stockholders' [removed: Equity](#i_0_465)] [added: Equity](#i_0_109)] | | |

| [removed: [61](#i_0_477)] [added: [66](#i_0_115)] | | | [Consolidated Statements of Cash [removed: Flows](#i_0_477)] [added: Flows](#i_0_115)] | | |

[removed: | [61](#i_0_490) | | | [Notes to Consolidated Financial Statements](#i_0_490) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| [removed: [105](#i_0_937)] [added: [112](#i_0_226)] | | | [Financial Statement Schedule - Schedule II, Valuation and Qualifying [removed: Accounts](#i_0_937)] [added: Accounts](#i_0_226)] | | |

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]

Based on its assessment under the criteria set forth in *Internal Control — Integrated Framework* (2013), management concluded that, as of December 31, [removed: 2018,] [added: 2019,] the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2018] [added: 2019] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

To the Board of Directors and [removed: Shareholders] [added: Stockholders] of Dover Corporation:

We have audited the accompanying consolidated balance sheets of Dover Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the related consolidated statements of earnings, [added: of] comprehensive earnings, [added: of] stockholders’ [removed: equity,] [added: equity] and [added: of] cash flows for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] including the related notes and financial statement schedule listed in the accompanying index [added: for each of the three years in the period ended December 31, 2019] (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2018] [added: 2019] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: | February 15, 2019 | | | | | | | | |][added: 2019]

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

| Revenue | | | $ | [removed: 6,992,118] [added: 7,136,397] | | | | | $ | [removed: 6,820,886] [added: 6,992,118] | | | | | $ | [removed: 6,043,224] [added: 6,820,886] | | | | | | | | | | | | | |

| Cost of goods and services | | | [removed: 4,432,562] [added: 4,515,459] | | | | | | [removed: 4,291,839] [added: 4,432,562] | | | | | | [removed: 3,815,672] [added: 4,291,839] | | | | | | | | | | | | | | |

| Gross profit | | | [removed: 2,559,556] [added: 2,620,938] | | | | | | [removed: 2,529,047] [added: 2,559,556] | | | | | | [removed: 2,227,552] [added: 2,529,047] | | | | | | | | | | | | | | |

| Selling, general and administrative expenses | | | [removed: 1,716,444] [added: 1,599,098] | | | | | | [removed: 1,722,161] [added: 1,716,444] | | | | | | [removed: 1,518,580] [added: 1,722,161] | | | | | | | | | | | | | | |

| Operating earnings | | | [removed: 843,112] [added: 974,894] | | | | | | [removed: 806,886] [added: 843,112] | | | | | | [removed: 708,972] [added: 806,886] | | | | | | | | | | | | | | |

| Interest expense | | | [removed: 130,972] [added: 125,818] | | | | | | [removed: 144,948] [added: 130,972] | | | | | | [removed: 135,969] [added: 144,948] | | | | | | | | | | | | | | |

| Interest income | | | [removed: (8,881)] [added: (4,526)] | | | | | | [removed: (8,491)] [added: (8,881)] | | | | | | [removed: (6,752)] [added: (8,491)] | | | | | | | | | | | | | | |

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

| Other income, net | | | [removed: (4,357)] [added: (12,950)] | | | | | | [removed: (2,251)] [added: (4,357)] | | | | | | [removed: (8,291)] [added: (2,251)] | | | | | | | | | | | | | | |

| Earnings before provision for income taxes | | | [removed: 725,378] [added: 843,009] | | | | | | [removed: 875,815] [added: 725,378] | | | | | | [removed: 684,644] [added: 875,815] | | | | | | | | | | | | | | |

| Provision for income taxes | | | [removed: 134,233] [added: 165,091] | | | | | | [removed: 129,152] [added: 134,233] | | | | | | [removed: 182,516] [added: 129,152] | | | | | | | | | | | | | | |

| Earnings from continuing operations | | | [removed: 591,145] [added: 677,918] | | | | | | [removed: 746,663] [added: 591,145] | | | | | | [removed: 502,128] [added: 746,663] | | | | | | | | | | | | | | |

| (Loss) earnings from discontinued operations, net | | | [removed: (20,878)] [added: —] | | | | | | [removed: 65,002] [added: (20,878)] | | | | | | [removed: 6,764] [added: 65,002] | | | | | | | | | | | | | | |

| Net earnings | | | $ | [removed: 570,267] [added: 677,918] | | | | | $ | [removed: 811,665] [added: 570,267] | | | | | $ | [removed: 508,892] [added: 811,665] | | | | | | | | | | | | | |

| Basic | | | $ | [removed: 3.94] [added: 4.67] | | | | | $ | [removed: 4.80] [added: 3.94] | | | | | $ | [removed: 3.23] [added: 4.80] | | | | | | | | | | | | | |

| Diluted | | | $ | [removed: 3.89] [added: 4.61] | | | | | $ | [removed: 4.73] [added: 3.89] | | | | | $ | [removed: 3.21] [added: 4.73] | | | | | | | | | | | | | |

| Basic | | | $ | [removed: (0.14)] [added: —] | | | | | $ | [removed: 0.42] [added: (0.14)] | | | | | $ | [removed: 0.04] [added: 0.42] | | | | | | | | | | | | | |

| Diluted | | | $ | [removed: (0.14)] [added: —] | | | | | $ | [removed: 0.41] [added: (0.14)] | | | | | $ | [removed: 0.04] [added: 0.41] | | | | | | | | | | | | | |

| Basic | | | $ | [removed: 3.80] [added: 4.67] | | | | | $ | [removed: 5.21] [added: 3.80] | | | | | $ | [removed: 3.28] [added: 5.21] | | | | | | | | | | | | | |

| Diluted | | | $ | [removed: 3.75] [added: 4.61] | | | | | $ | [removed: 5.15] [added: 3.75] | | | | | $ | [removed: 3.25] [added: 5.15] | | | | | | | | | | | | | |

| Basic | | | [removed: 149,874] [added: 145,198] | | | | | | [removed: 155,685] [added: 149,874] | | | | | | [removed: 155,231] [added: 155,685] | | | | | | | | | | | | | | |

| [67](#i_0_118) | | | [Notes to Consolidated Financial Statements](#i_0_118) | | |

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

*Goodwill Impairment Test*

As described in Notes 1 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was $3.783 billion as of December 31, 2019.

Management performs its goodwill impairment test annually in the fourth quarter, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired, when some portion but not all of a reporting unit is disposed of or classified as held for sale, or when a change in the composition of reporting units occurs for other reasons, such as a change in segments.

Concurrent with the timing of the annual impairment test, effective October 1, 2019, the Company changed its management structure which resulted in a change in its operating segments and reporting units.

As a result, management tested goodwill for impairment before and after the segment change under the old and new reporting unit structures.

When performing the impairment test, management estimates fair value of each reporting unit using the income-based valuation method, which involves significant judgment.

Under the income-based valuation method, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate.

Management uses internal forecasts to estimate future cash flows, which are based on historical performance and future estimated results.

The principal considerations for our determination that performing procedures relating to the goodwill impairment test is a critical audit matter are there was significant judgment by management when developing the fair value measurement of each reporting unit, which in turn led to a high degree of auditor judgment and subjectivity in performing procedures and in evaluating management’s estimate of fair value of the reporting units, specifically related to revenue growth in the estimated future cash flows.

In addition, the nature and extent of audit effort required to address the matter was a consideration, including the fact that in 2019, procedures were performed on reporting units before and after the Company’s change in segments.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment test, including controls over the determination of revenue growth in the estimated future cash flows.

These procedures also included, among others, testing the identification of the reporting units, testing the carrying value of the reporting units, testing the appropriateness of the discounted cash flow model, assessing sensitivities over the assumptions in the discounted cash flow model, and testing the reasonableness of significant assumptions used by management, specifically revenue growth.

When testing revenue growth, we evaluated whether the assumptions were reasonable by (i) understanding management’s process to develop the estimated future cash flows, (ii) comparing management’s forecasted revenue growth to current and prior period performance and (iii) comparing management’s forecasted revenue growth to external market and/or industry data.

| February 14, 2020 | | | | | | | | |

| Loss on assets held for sale | | | 46,946 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

| Loss on extinguishment of debt | | | 23,543 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | 397,253 | | | | | $ | 396,221 | | | | | | | | | | |

| Notes payable | | | $ | 84,700 | | | | | $ | 220,318 | | | | | | | | | | |

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

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

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 677,918 | | | | | | — | | | | | | 677,918 | | |

| Common stock acquired | | | — | | | | | | — | | | | | | (143,280) | | | | | | — | | | | | | — | | | | | | (143,280) | | |

| Other | | | — | | | | | | (7,899) | | | | | | — | | | | | | 50 | | | | | | — | | | | | | (7,849) | | |

| Balance at December 31, 2019 | | | $ | 258,552 | | | | | $ | 869,719 | | | | | $ | (6,090,842) | | | | | $ | 8,211,257 | | | | | $ | (216,026) | | | | | $ | 3,032,660 | |

| Loss on assets held for sale | | | 46,946 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

| Loss on extinguishment of debt | | | 23,543 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

The Company operates through five business segments that are structured around similar business models, go-to market strategies and manufacturing practices: Engineered Products, Fueling Solutions, Imaging & Identification, Pumps & Process Solutions and Refrigeration & Food Equipment.

Concurrent with the timing of the annual impairment test, effective October 1, 2019, the Company changed its management structure which resulted in a change in its operating segments and reporting units.

As a result, management tested goodwill for impairment before and after the segment change under the old and new reporting unit structures.

Leases

Effective January 1, 2019, the Company adopted Accounting Standard Codification ("ASC") Topic 842, Leases, which requires the recording of operating lease right-of-use assets ("ROU") and operating lease liabilities.

Finance leases were not impacted by the adoption of ASC Topic 842, as finance lease liabilities and the corresponding ROU assets were already recorded in the balance sheet under the previous guidance, ASC Topic 840.

The Company has operating and finance leases for corporate offices, manufacturing plants, research and development facilities, shared services facilities, vehicle fleets and certain office and manufacturing equipment.

Leases with an initial term of 12 months or less are not recorded in the balance sheet.

The Company has elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component, thus causing all fixed payments to be capitalized.

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

| Assets of discontinued operations | | | — | | | | | | 1,865,553 | | | | | | | | | | | |

| Notes payable and current maturities of long-term debt | | | $ | 220,318 | | | | | $ | 581,102 | | | | | | | | | | |

| Liabilities of discontinued operations | | | — | | | | | | 264,253 | | | | | | | | | | | |

| Balance at December 31, 2015 | | | $ | 256,113 | | | | | $ | 928,409 | | | | | $ | (4,972,016) | | | | | $ | 7,686,642 | | | | | $ | (254,573) | | | | | $ | 3,644,575 | |

| Net earnings | | | — | | | | | | — | | | | | | — | | | | | | 508,892 | | | | | | — | | | | | | 508,892 | | |

| Tax benefit from the exercise of share-based awards | | | — | | | | | | 4,964 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,964 | | |

| Other | | | — | | | | | | 8,492 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,492 | | |

| Proceeds from exercise of share-based awards, including tax benefits | | | — | | | | | | — | | | | | | 8,431 | | | | | | | | | | | | | | |

| Cash and cash equivalents at beginning of year | | | 753,964 | | | | | | 349,146 | | | | | | 362,185 | | | | | | | | | | | | | | |

The Company also provides supporting engineering, testing and other similar services, which are not significant in relation to consolidated revenue.

The Company operates through three business segments that are aligned with the key end markets they serve: Engineered Systems, Fluids, and Refrigeration & Food Equipment.

Exit costs include future minimum lease payments on vacated facilities and other contractual terminations.

in order to estimate the portion of the award that will ultimately vest.

Revisions were made to the 2017 and 2016 research and development costs and impacted only the

disclosure as the costs were appropriately included in the Consolidated Statement of Earnings.

The revisions were not material to the prior annual periods.

The amendments in this update should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption.

The guidance is effective for interim and annual periods for the Company on January 1, 2019, with early adoption permitted.

approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables.

The guidance is effective for interim and annual periods for the Company on January 1, 2020, with early adoption permitted.

Management has not yet completed its assessment of the impact of the new standard on the Company’s Consolidated Financial Statements.

During the second half of 2017, the Company developed a project plan to guide the implementation of ASU 2016-02.

The Company completed this plan including surveying the Company’s businesses, assessing the Company’s portfolio of leases and compiling a central repository of active leases.

The Company also implemented a lease accounting software solution to support the new reporting requirements and established a future lease process to keep the lease accounting portfolio up to date.

The Company evaluated key policy elections and considerations under the standard and completed an internal policy as well as training to address the new standard requirements.

The Company plans to elect the package of practical expedients and will not apply the recognition requirements to short-term leases.

Although management continues to evaluate the effect to the Company's Consolidated Balance Sheets and disclosures, management currently estimates total assets and liabilities will increase approximately $150 million to $200 million upon adoption, before considering deferred taxes.

In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740) Amendments to SEC Paragraphs Pursuant to the SEC Staff Accounting Bulletin No. 118 ("SAB 118").

This ASU provides guidance on income tax accounting implications under the Tax Reform Act.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.

The ASU allows for the reclassification from Accumulated Other Comprehensive Income ("AOCI") to retained earnings for tax effects resulting from the Tax Reform Act that are stranded in AOCI.

ASU 2018-02, however, does not change the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations.

The Company early adopted this guidance on January 1, 2018, and elected to reclassify the stranded tax effects from AOCI to retained earnings of $12.9 million.

The stranded tax effects were specifically identified and represented the difference between the change in the amount of income tax from 35% to 21%, recognized in AOCI primarily for the deferred taxes associated with pensions, which were recognized in the Consolidated Statement of Earnings for the year ended December 31, 2017.

In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.

The operating expense component is reported with similar compensation costs while the non-operating components are reported outside of operating income.

The non-operating components are reported in the other (income) expense, net line item in the Consolidated Statement of Earnings.

The Company’s non-operating cost components of net periodic cost were a benefit (cost) of $5.8 million, $8.6 million and $(2.4) million during the years ended December 31, 2018 and 2017 and 2016 respectively.

The impact of this adoption resulted in a reclassification to the Company’s Condensed Consolidated Statement of Earnings

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act were effective as of December 31, [removed: 2018] [added: 2019] to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

During the fourth quarter of [removed: 2018,] [added: 2019,] there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

None.

Under the Iran Threat Reduction and Syrian Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we are required to disclose in our periodic reports if we or any of our affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with certain Iran-related entities or individuals designated pursuant to certain Executive Orders.

Disclosure is required even where the activities are authorized by and in compliance with applicable law.

In connection with the easing of certain sanctions by the U.S. against Iran in January 2016 and in compliance with the economic sanctions regulations administered by U.S. Treasury’s Office of Foreign Assets Control (“OFAC”), a wholly-owned non-U.S. subsidiary in our Fluids segment sold non-U.S. origin spare parts related to the oil, gas and/or petrochemical sectors to Iranian counterparties and non-U.S. origin custom pumps and filtering equipment and pelletizing systems to Iranian counterparties and European engineering parties with end use in the petrochemical sector in Iran, which resulted in revenue of approximately €9.2 million and net profits of approximately €4.6 million in the fourth quarter of 2018 prior to November 4, 2018.

On May 8, 2018, President Trump announced his decision to re-impose secondary sanctions against Iran.

In response, on June 27, 2018, OFAC revoked General License H, with a provision authorizing the wind down of transactions previously authorized under General License H pursuant to 31 CFR §560.537.

The sales described above were made by our non-U.S. subsidiary pursuant to contracts entered into prior to May 8, 2018, and in compliance with the terms and conditions of OFAC’s General License H and the applicable wind-down license.

Our non-U.S. subsidiary completed all wind down activities by November 4, 2018 in compliance with U.S. economic sanctions laws.

The information with respect to the corporate governance matters and Section 16 compliance required to be included pursuant to this Item 10 will be included in the [removed: 2019] [added: 2020] Proxy Statement that will be filed with the Securities and Exchange Commission pursuant to Rule 14a-6 under the Exchange Act in accordance with applicable SEC deadlines, and is incorporated in this Item 10 by reference.

As set forth below is a list of the members of our Board of Directors as of February [removed: 15, 2019.][added: 14, 2020.]

The information with respect to Section 16(a) reporting compliance required to be included in this Item 10 will be included in our [removed: 2019] [added: 2020] Proxy Statement and is incorporated in this Item 10 by reference.

Peter T.

Francis2,4

Former President and Chief Executive Officer of J.M. Huber Company;

Managing Member, Mukilteo Investment Management Company

Richard K.

Lochridge2

Retired President, Lochridge & Company, Inc.

The information with respect to executive compensation and the compensation committee required to be included pursuant to this Item 11 will be included in our [removed: 2019] [added: 2020] Proxy Statement and is incorporated in this Item 11 by reference.

The information regarding security ownership of certain beneficial owners and management that is required to be included pursuant to this Item 12 will be included in our [removed: 2019] [added: 2020] Proxy Statement and is incorporated in this Item 12 by reference.

The Equity Compensation Plan Table below presents information regarding our equity compensation plans at December 31, [removed: 2018:][added: 2019:]

2.Column (c) consists of shares available for future issuance under the Company's [added: the] 2012 [removed: Equity and Cash Incentive Plan (the "2012 Plan").][added: Plan.]

As of December 31, [removed: 2018,] [added: 2019,] equity securities have been authorized for issuance to employees and/or non-employee directors under the 2012 Plan and its predecessor plan, the 2005 Plan.

| Equity compensation plans approved by stockholders | | | 4,061,531 | | | | | | $ | 69.07 | | | | | 6,302,521 | | |

| Total | | | 4,061,531 | | | | | | $ | 69.07 | | | | | 6,302,521 | | |

| Equity compensation plans approved by stockholders | | | 5,864,642 | | | | | | $ | 60.19 | | | | | 7,102,229 | | |

| Total | | | 5,864,642 | | | | | | $ | 60.19 | | | | | 7,102,229 | | |

The information with respect to any director independence, related party transaction policies and any reportable transaction, business relationship, or indebtedness between the Company and the beneficial owners of more than 5% of the Common Stock, the directors or nominees for director of the Company, the executive officers of the Company, or the members of the immediate families of such individuals that are required to be included pursuant to this Item 13 [removed: is] [added: will be] included in the [removed: 2019] [added: 2020] Proxy Statement and is incorporated in this Item 13 by reference.