Dover (DOV) 10-K risk factor changes: FY2020 vs FY2019

[removed: Approximately 47% and 48%] [added: As a result, approximately 45%] of our revenues for [added: 2020 as compared to approximately 47% in] 2019 [removed: and 2018, respectively,] were derived outside the United States.

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

| o | | | government [added: import and] export controls, economic sanctions, embargoes or trade restrictions; | | |

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

| o | | | [added: widespread public] health [removed: or similar issues,] [added: crises,] such as a pandemic or epidemic; | | |

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

[removed: Additionally, the strengthening of certain currencies such as the Euro and] U.S. dollar potentially exposes us to competitive threats from lower cost producers in other countries.

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 [removed: technologies] [added: technologies, to provide adequate data security] and [added: privacy protections and] to stimulate customer demand for, and convince customers to adopt new products, digital solutions and support services could adversely affect our consolidated results of operations, financial condition and cash flows.

Our businesses’ domestic and international sales and operations must comply with 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 [removed: regulations and] [added: regulations,] energy efficiency and design regulations and other similar programs).

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

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

While we believe that sources of supply for raw materials and components are generally [added: adequate, it is difficult to predict what effects of extended lead times or shortages may have in the future.]

If these technologies, systems, products or services are damaged, cease to function properly, are compromised due to employee [added: or third-party contractor] error, user error, malfeasance, system errors, or other vulnerabilities, or are subject to cybersecurity attacks, such as those involving 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 [removed: data;] [added: data or intellectual property;] manipulation, disruption, or improper use of these technologies, systems, products or services; financial losses from fraudulent transactions, remedial actions, loss of business or potential liability; adverse media coverage; and legal claims or legal proceedings, including regulatory [removed: investigations] [added: investigations, actions] and [removed: actions;] [added: fines;] and damage to our reputation.

There has been a rise in the number of cyberattacks targeting [added: confidential business information]

[removed: 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.

[removed: While we attempt to mitigate these risks by employing a number of] [added: Not withstanding those] measures, [removed: including employee training, systems monitoring and other technical security controls, a breach response plan, maintenance of backup and protective systems, and security personnel,] our systems, networks, products and services remain potentially vulnerable to known or unknown cybersecurity attacks and other threats, any of which could have a material adverse effect on our consolidated results of operations, financial condition and cash flows.

We, and the service providers that we depend on to support our systems and business operations, are regularly the target [removed: of attempted] [added: of, and periodically respond to,] 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.

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

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

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

While we strive to maintain high standards, we cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by our employees, agents, or business partners that would violate United States and/or non-United States laws or fail to protect our confidential information, including the laws governing payments to government officials, bribery, fraud, anti-kickback and false claims, competition, export and import compliance, [added: environmental compliance,] money laundering and data privacy, as well as the improper use of proprietary information or social media.

Business and Operational Risks

- The COVID-19 pandemic has adversely impacted, and poses risks to, our business, the nature and extent of which are highly uncertain and unpredictable.

The COVID-19 pandemic has disrupted the global economy and adversely impacted our business, including demand for our products across multiple end-markets as well as our supply chain and operations.

While we have experienced sequentially improving activity in most markets and geographies, the public health situation, global response measures and corresponding impacts on various markets remain fluid and uncertain and may lead to sudden changes in trajectory and outlook.

Accordingly, we are currently unable to quantify the full and long-term impact of the pandemic on our results of operations, financial position and cash flows.

We are monitoring the global outbreak of COVID-19 and taking steps to mitigate its risks by working with our customers, employees, suppliers and other stakeholders.

Significant portions of our workforce and operations have been impacted by quarantines, government orders and guidance, facility closures, illness, travel restrictions, implementation of precautionary measures and other restrictions.

Over the course of the pandemic, we have continued to operate in accordance with established health and safety protocols across our facilities while maintaining an enhanced health and safety compliance program.

More specifically, we have modified practices at our manufacturing locations and offices to adhere to guidance from the U.S. Centers for Disease Control and Prevention and local health and governmental authorities in our global network with respect to social distancing, physical separation, personal protective equipment and sanitization, and have restricted the number of employees permitted in common areas at any given time.

Further actions may be required as conditions evolve, including if new waves of infection emerge in various parts of the globe or until a vaccine is widely available.

In addition, because the pandemic has decreased customer demand in many of our end-markets, some of our businesses have continued to operate at reduced capacity.

We cannot predict the number or timing of any future facility closures, the potential for operating at reduced capacity or the size of the workforce that may be impacted by potential labor actions such as furloughs or layoffs.

The COVID-19 pandemic has the potential to disrupt our supply chain as a result of shifts in demand, illness, quarantine, travel restrictions or financial hardship.

We have been able to procure the critical raw materials and components necessary to continue production of our products, but there is no guarantee that we will be able to do so in the future.

In addition, we may experience additional adverse impacts on our operational and commercial activities, costs, customer orders and purchases and our collections of accounts receivable, which may be material, and the extent of these adverse impacts on future operational and commercial activities, costs, customer orders and purchases and our collections remains uncertain even if conditions begin to improve.

Furthermore, the pandemic has impacted and may further impact the broader economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange rates and interest rates.

Due to the unprecedented and sustained social and economic consequences of the COVID-19 pandemic on the global economy generally, there is uncertainty around its duration and the timing of recovery.

The ultimate significance of the COVID-19 pandemic, including any measures to reduce its spread, on our business will depend on events that are beyond our control and that we cannot predict and could have a material adverse effect on our consolidated results of operations, financial condition and cash flows.

In 2020, the COVID-19 pandemic had a greater impact on revenue from international markets compared to the United States, resulting in a greater rate of decline.

This was mostly in Europe and China.

| o | | | potentially adverse tax consequences; and | | |

| | | | | | |

Increasingly, our customers, including government customers, are requiring cybersecurity protections and mandating cybersecurity standards for our products.

Our business has both an increasing reliance on IT systems and an increasing digital footprint as a result of changing technologies, connected devices and digital offerings, as well as expanded remote work policies.

We attempt to mitigate these risks by employing a number of measures, including employee training, systems monitoring and other technical security controls, a breach response plan, maintenance of backup and protective systems, and security personnel.

Industry Risks

Factors such as freight costs, transportation availability, inventory levels, the level of imports, the imposition of duties, tariffs and other trade barriers and general economic conditions may affect the price of these raw materials, sub-assemblies and components.

Legal and Regulatory Risks

In addition, the United Kingdom's exit from the European Union common market and the terms of the UK EU Trade and Cooperation agreement may impact our market access and pricing, compliance with regulatory requirements and ability to hire and maintain personnel.

Financial and Strategic Risks

Additionally, the strengthening of certain currencies such as the Euro and

In addition, we have retained certain liabilities directly or

Labor and Employment Risks

- Our results may be impacted by current domestic and international economic conditions and uncertainties.

Our businesses may be adversely affected by disruptions in the financial markets or declines in economic activity both domestically and internationally in those countries in which we operate.

These circumstances will also impact our suppliers and customers in various ways which could have an impact on our business operations, particularly if global credit markets are not operating efficiently and effectively to support industrial commerce.

Negative changes in worldwide economic and capital market conditions are beyond our control, are highly unpredictable and can have an adverse effect on our consolidated results of operations, financial condition, cash flows and cost of capital.

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

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

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

Tariffs under Section 301 of the Trade Expansion Act were also imposed on goods imported from China in connection with China's intellectual property practices which may increase the cost to our customers of our products manufactured in China as well as the cost of Chinese sourced parts and components for our products manufactured in the U.S. China also has imposed tariffs on some U.S. goods that we manufacture and sell into China.

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.

The 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 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 on a timely basis.

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

The tariffs could adversely affect the operating profits for certain of our businesses and customer demand for certain of our products which could have a material adverse effect on our consolidated results of operations, financial position and cash flows.

In addition, the Brexit withdrawal agreement and subsequent negotiations as to go-forward terms and conditions between the United Kingdom and 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 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.

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

- Our operating profits and cash flows could be adversely affected if we cannot achieve projected savings and synergies.

We are continually evaluating our cost structure and seeking ways to capture synergies across our operations.

For example, we recorded rightsizing costs in 2018, comprised of restructuring expense of $58.5 million and other costs of $14.3 million, and rightsizing costs in 2019, comprised of restructuring expense of $26.8 million 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.

These rightsizing activities and our regular ongoing cost reduction activities (including in connection with the integration of acquired businesses) may reduce our available talent, assets and other resources and could slow improvements in our products and services, adversely affect our ability to respond to customers and limit our ability to increase production quickly if demand for our products increases.

In addition, delays in implementing planned restructuring activities or other productivity improvements, and unexpected costs or failure to meet targeted improvements may diminish the operational or financial benefits we expect to realize through our various programs.

Any of the circumstances described above could adversely affect our consolidated results of operations, financial condition and cash flows.

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

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 [removed: three] years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017.][added: 2018.]

[removed: Dover's five operating and reportable segments are as follows: Engineered Products, Fueling Solutions, Imaging] [added: | *(dollars in thousands)* | | | Engineered Products | | | | | | Fueling Solutions | | | | | | Imaging] & [removed: Identification, Pumps] [added: Identification | | | | | | Pumps] & Process [removed: Solutions, and Refrigeration] [added: Solutions | | | | | | Refrigeration] & Food [removed: Equipment.][added: Equipment | | | | | | Corporate | | | | | | Total | | |]

For the year ended December 31, [removed: 2019,] [added: 2020,] consolidated revenue [removed: from continuing operations] was [removed: $7.1] [added: $6.7] billion, [removed: an increase] [added: a decrease] of [removed: $0.1] [added: $0.5] billion or [removed: 2.1%,] [added: 6.3%,] as compared to the prior year.

[removed: This increase included organic revenue growth of 3.8% and] [added: Revenue also increased due to] acquisition-related growth of [removed: 0.8%,] [added: 0.8% from our Pumps & Process Solutions and Fueling Solutions segments,] partially offset by an unfavorable impact [removed: of 2.0%] from foreign currency translation [added: of 2.0%, particularly in our Fueling Solutions] and [added: Imaging and Identification segments and] a 0.5% impact from [removed: dispositions.][added: dispositions within our Pumps & Process Solutions and Fueling Solutions segments.]

Overall, customer pricing [removed: had a favorable impact of 1.0% on] [added: favorably impacted] revenue [added: by approximately 0.7%] for the year.

[removed: Within our] Engineered Products [removed: segment,] [added: segment] revenue [added: for the year ended December 31, 2019] increased $64.4 million, or 3.9%, [removed: from] [added: compared to] the prior year, [removed: reflecting] [added: comprised of broad-based] organic growth of 5.4%, [added: partially] offset by [removed: an] [added: a 1.5%] unfavorable impact from foreign currency [removed: translation of 1.5%.][added: translation.]

Our Fueling Solutions segment revenue [removed: increased $154.6] [added: decreased $143.9] million, or [removed: 10.5%] [added: 8.9%,] from prior year, reflecting [added: an] organic [removed: growth of 10.5%, acquisition-related growth] [added: decline] of [removed: 3.4%, partially offset by] [added: 8.8% and] an unfavorable [added: impact from] foreign currency [removed: impact] [added: translation] of [removed: 3.0%, and a 0.4% impact from a disposition.][added: 0.3%, partially offset by acquisition-related growth of 0.2%.]

[removed: Our] Imaging & Identification segment revenue [added: for the year ended December 31, 2019] decreased $25.4 [removed: million] [added: million,] or 2.3%, [removed: from] [added: compared to] the prior year, [removed: reflecting] [added: comprised of] organic growth of [removed: 1.2%,] [added: 1.2%] more than offset by an unfavorable [added: impact from] foreign currency [removed: impact] [added: translation] of 3.5%.

Our Pumps & Process Solutions segment revenue [removed: increased $6.6 million] [added: decreased $14.5 million,] or [removed: 0.5%,] [added: 1.1%,] from the prior year, [removed: reflecting] [added: attributable to an] organic [removed: growth of 3.9%, acquisition related growth] [added: decline] of [removed: 0.5%,] [added: 2.3% and a 0.5% decrease from a disposition,] partially offset by [removed: unfavorable impacts from disposition] [added: acquisition-related growth] of [removed: 2.0%] [added: 1.1%] and [added: a favorable impact from] foreign currency [added: translation] of [removed: 1.9%.][added: 0.6%.]

Our Refrigeration & Food Equipment segment revenue decreased [removed: $56.5] [added: $80.5] million, or [removed: 3.9%,] [added: 5.8%,] from the prior year, [removed: caused by] [added: reflecting] an organic revenue decline of [removed: 2.7%] [added: 3.0%] and [removed: an unfavorable] [added: a disposition related decline of 2.9%, partially offset by a favorable] impact from foreign currency translation of [removed: 1.2%.][added: 0.1%.]

Gross profit was [removed: $2.6] [added: $2.5] billion for the year ended December 31, [removed: 2019, an increase] [added: 2020, a decrease] of [removed: $61.4] [added: $146.9] million, or [removed: 2.4%,] [added: 5.6%,] as compared to the prior year.

Gross profit margin [removed: was 36.7%] [added: expanded to 37.0%] for the year ended December 31, [removed: 2019] [added: 2020] compared to [removed: 36.6%] [added: 36.7%] for the prior year.

Bookings decreased [removed: 0.4%] [added: 4.4%] over the prior year to [removed: $7.3] [added: $6.9] billion for the year ended December 31, [removed: 2019.][added: 2020.]

[removed: Included in this result was a 1.3% increase in] [added: This included an] organic [removed: bookings, a 0.8% increase in acquisition-related] bookings [removed: offset by] [added: decline of 4.6%,] a [removed: 2.1%] [added: 0.6% decline due to dispositions, and an] unfavorable impact due to foreign exchange [removed: rates, and] [added: rate of 0.2%, partially offset by] a [removed: 0.3% decline due to dispositions.][added: 1.0% increase in acquisition-related bookings.]

[removed: Organic bookings increased 6.9% within our] [added: Backlog as of December 31, 2020 included $0.5 billion, $0.2 billion, $0.2 billion, $0.4 billion and $0.5 billion in the Engineered Products,] Fueling Solutions, [removed: 3.3% within our] [added: Imaging & Identification,] Pumps & Process Solutions and [removed: 2.3% within our Imaging & Identification segments, while bookings in our Engineered Products and] Refrigeration & Food Equipment [removed: segments decreased 4.0% and 0.7%] [added: segments,] respectively.

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

Backlog as of December 31, [removed: 2019] [added: 2020] was [removed: $1.5] [added: $1.8] billion, up from [removed: $1.4] [added: $1.5] billion from the prior year.

During the year ended December 31, [removed: 2019,] [added: 2020,] we executed [removed: several] rightsizing programs to further optimize operations.

[removed: Rightsizing charges] [added: During the year ended December 31, 2020, rightsizing activities] included restructuring [removed: costs] [added: charges] of [removed: $26.8] [added: $44.5] million and other costs of [removed: $5.3 million for the year ended December 31, 2019.][added: $7.0 million.]

These restructuring charges were broad-based across all segments as well as corporate, with costs incurred of [removed: $3.2] [added: $10.3] million in Engineered Products, [removed: $4.9] [added: $6.7] million in Fueling Solutions, [removed: $6.4] [added: $5.9] million in Imaging & Identification, [removed: $5.7] [added: $13.4] million in Pumps & Process Solutions, [removed: $3.7] [added: $4.0] million in Refrigeration & Food Equipment and [removed: $3.0] [added: $4.1] million at Corporate.

During the year ended December 31, [removed: 2019,] [added: 2020,] we made a total of [removed: three] [added: six] acquisitions totaling [removed: $216.4] [added: $335.8] million, net of cash [removed: acquired including contingent consideration.][added: acquired.]

[removed: Systech is] [added: We acquired Sys-Tech Solutions, Inc. ("Systech"),] a leading provider of [removed: software and solutions for] product traceability, regulatory compliance and [removed: brand protections] [added: brand-protection software] and [removed: will strengthen the portfolio of] solutions [removed: offered by our Imaging & Identification segment] to [removed: customers in] pharmaceutical and consumer products [removed: industries.][added: manufacturers, for $161.8 million, net of cash acquired, to strengthen the Imaging & Identification segment.]

[removed: Soft-Pak is] [added: Soft-Pak, Incorporated ("Soft-Pak"),] a leading specialized provider of integrated back office, route management and customer relationship management software solutions to the waste and recycling fleet industry [removed: and will further strengthen the digital offerings] [added: for $45.5 million, net] of [removed: our Environmental Solutions Group in] [added: cash acquired, within] the Engineered Products segment.

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

[removed: The] [added: On December 4, 2019,] proceeds from the [removed: sale of euro-denominated] [added: aforementioned] notes [removed: of €494.7 million, net of discounts and issuance costs,] were used [removed: in part] to redeem the €300 million 2.125% notes due [removed: 2020.][added: 2020 and the $450 million 4.30% notes due 2021.]

The remainder of the proceeds [removed: will be] [added: were] used for general corporate purposes.

During the year ended December 31, [removed: 2019,] [added: 2020,] we purchased [removed: 1.3] [added: approximately 1.0] million shares of our common stock for a total cost of [removed: $143.3] [added: $106.3] million, or [removed: $106.64] [added: $108.54] per share.

We also continued our [removed: 64] [added: 65] year history of increasing our annual dividend [removed: payments to shareholders] [added: per share] and paid a total of [removed: $282.2] [added: $284.3] million in dividends to our shareholders.

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

| *(dollars in thousands, except per share figures)* | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2019] [added: 2020] vs. [removed: 2018] [added: 2019] | | | | | | | | | | | | [removed: 2018] [added: 2019] vs. [removed: 2017 | | | | | | | | | | | | | | | | | |] [added: 2018] | | | | | | | | |

| Revenue | | | | | | $ | [removed: 7,136,397] [added: 6,683,760] | | | | | $ | [removed: 6,992,118] [added: 7,136,397] | | | | | $ | [removed: 6,820,886] [added: 6,992,118] | | | | | [removed: 2.1] [added: (6.3)] | | % | | | | | | | | | | [removed: 2.5] [added: 2.1] | | % | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Cost of goods and services | | | | | | [removed: 4,515,459] [added: 4,209,741] | | | | | | [removed: 4,432,562] [added: 4,515,459] | | | | | | [removed: 4,291,839] [added: 4,432,562] | | | | | | [removed: 1.9] [added: (6.8)] | | % | | | | | | | | | | [removed: 3.3] [added: 1.9] | | % | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Gross profit | | | | | | [removed: 2,620,938] [added: 2,474,019] | | | | | | [removed: 2,559,556] [added: 2,620,938] | | | | | | [removed: 2,529,047] [added: 2,559,556] | | | | | | [removed: 2.4] [added: (5.6)] | | % | | | | | | | | | | [removed: 1.2] [added: 2.4] | | % | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| *Gross profit margin* | | | | | | [removed: *36.7*] [added: *37.0*] | | *%* | | | | [removed: *36.6*] [added: *36.7*] | | *%* | | | | [removed: *37.1*] [added: *36.6*] | | *%* | | | | [removed: *0.10* | | | | | | | | | | | | *(0.50)* | | | | | |] [added: *0.30*] | | | | | | | | | | | | [added: *0.10*] | | | | | | | | |

| Selling, general and administrative expenses | | | | | | [removed: 1,599,098] [added: 1,541,032] | | | | | | [removed: 1,716,444] [added: 1,599,098] | | | | | | [removed: 1,722,161] [added: 1,716,444] | | | | | | [removed: (6.8)] [added: (3.6)] | | % | | | | | | | | | | [removed: (0.3)] [added: (6.8)] | | % | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| *Selling, general and administrative expenses as a percent of revenue* | | | | | | [removed: *22.4*] [added: *23.1*] | | *%* | | | | [removed: *24.5*] [added: *22.4*] | | *%* | | | | [removed: *25.2*] [added: *24.5*] | | *%* | | | | [removed: *(2.10)* | | | | | | | | | | | | *(0.70)* | | | | | |] [added: *0.70*] | | | | | | | | | | | | [added: *(2.10)*] | | | | | | | | |

| Loss on assets held for sale | | | | | | [removed: 46,946] [added: —] | | | | | | [removed: —] [added: 46,946] | | | | | | — | | | | | | nm* | | | | | | | | | | | | nm* | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Operating Earnings | | | | | | [removed: 974,894] [added: 932,987] | | | | | | [removed: 843,112] [added: 974,894] | | | | | | [removed: 806,886] [added: 843,112] | | | | | | [removed: 15.6] [added: (4.3)] | | % | | | | | | | | | | [removed: 4.5] [added: 15.6] | | % | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Interest expense | | | | | | [removed: 125,818] [added: 111,937] | | | | | | [removed: 130,972] [added: 125,818] | | | | | | [removed: 144,948] [added: 130,972] | | | | | | [removed: (3.9)] [added: (11.0)] | | % | | | | | | | | | | [removed: (9.6)] [added: (3.9)] | | % | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| Interest income | | | | | | [removed: (4,526)] [added: (3,571)] | | | | | | [removed: (8,881)] [added: (4,526)] | | | | | | [removed: (8,491)] [added: (8,881)] | | | | | | [removed: (49.0)] [added: (21.1)] | | % | | | | | | | | | | [removed: 4.6] [added: (49.0)] | | % | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

This decline included an organic revenue decline of 6.6% driven by COVID-19 and a 0.7% impact from dispositions, partially offset by acquisition-related growth of 1.0%.

Within our Engineered Products segment, revenue decreased $166.3 million, or 9.8%, from the prior year, reflecting a broad-based organic revenue decline of 10.3%, partially offset by acquisition-related growth of 0.3% and a favorable foreign currency translation of 0.2%.

The organic revenue decline was primarily driven by the global economic downturn precipitated by the COVID-19 pandemic.

The impact was broad-based across the segment, with the most significant impacts experienced in our waste handling, industrial winch and hoist, industrial automation and fluid dispensing businesses.

The organic revenue decline was principally driven by the adverse effects of COVID-19 and reduced underground equipment volume in China due to the tapering of government-mandated infrastructure upgrades.

Our Imaging & Identification segment revenue decreased $46.3 million, or 4.3%, from the prior year, comprised of organic decline of 7.2% and an unfavorable impact from foreign currency translation of 1.0%, partially offset by acquisition-related growth of 3.9%.

The organic revenue decline was primarily driven by the global economic downturn precipitated by the COVID-19 pandemic, which materially impacted our digital textile printing business, as government-mandated clothing and apparel retail closures and widespread practice of working from home reduced demand worldwide for apparel and textiles.

The organic revenue decline was principally driven by continued weakness in demand for compression components and aftermarket services, as well as continued slower demand for industrial pumps due to pandemic-related disruptions and weaker activity in the energy industry, which was partially offset by strong performance in the biopharma and plastics & polymers markets.

The organic decline was due to the impact of COVID-19 as government actions to contain the spread of the virus as well as atypically high volume of retail grocery sales during the early staged of the pandemic, resulted

in deferred customer orders and operational inefficiencies across the segment.

The decline was partially offset by increased project activity in can-shaping equipment.

From a geographic perspective, organic revenue for the U.S., our largest market, declined 3.1%, while organic revenue in Europe and Asia declined 8.5% and 13.5%, respectively, year over year.

Organic revenue in all other geographic markets declined 11.2%.

Three out of our five segments experienced declines in U.S. organic sales, while organic sales in the Fueling Solutions and Refrigeration & Food Equipment segments grew 3.8% and 2.3%, respectively.

Operational and demand headwinds from the COVID-19 pandemic led to a decline in Europe for four of our five segments, while the Pumps & Process Solutions segment grew 0.7%.

The decline in Asia was driven mainly by a reduction in China where our Fueling Solutions segment, our second largest business in China, faced significant headwinds due to the expiration of the government's double-wall upgrade mandate that drove significant activity in prior years, as well as continued slower demand from the local national oil companies.

Gross profit decreased due to lower revenue as productivity initiatives including prior rightsizing programs and cost containment actions were partially offset by increased material costs and inflation and higher restructuring costs.

Bookings declined organically in four segments primarily as a result of the global impact on customer demand from the COVID-19 pandemic, and increased in our Refrigeration & Food Equipment on the back of positive trends, most significantly in can-shaping, as well as food retail and heat exchanger markets.

The increase in backlog occurred in the third and fourth quarters of 2020 as order rates sequentially improved after a significant second quarter decline due to COVID-19.

See definition of bookings, organic bookings, book-to-bill and backlog within "Segment Results of Operations".

Other costs were comprised primarily of charges related to the restructuring actions and asset charges, principally due to a $3.6 million write off of assets, partially offset by a $1.7 million gain on sale of assets in our Refrigeration & Food Equipment segment.

We acquired So.

We acquired Em-tec GmbH ("Em-tec"), a leading designer and manufacturer of flow measurement devices that serve a wide array of medical and biopharmaceutical applications for $30.4 million, net of cash acquired, to expand the Pumps & Process Solution segment.

We acquired Solaris Laser S.A. ("Solaris"), a global manufacturer of product identification and traceability solutions for $18.7 million, net of cash acquired, to strengthen the Imaging & Identification segment.

We acquired Innovative Control Systems, Inc. (“ICS”), a leading provider of car wash controllers, payment

terminals, point-of-sale and wash site management software solutions for $77.0 million, net of cash acquired, to enhance the Fueling Solutions segment.

On March 6, 2020, we completed the sale of the Chino, California branch of The AMS Group ("AMS Chino"), a regional aftermarket refrigeration services and solutions provider based in Southern California.

The AMS Group was a wholly owned subsidiary, which was part of our Refrigeration & Food Equipment segment.

We sold the business for total consideration of $15.4 million and recorded a pre-tax gain on sale of $5.2 million.

In November 2020, our Board of Directors approved a new standing share repurchase authorization, whereby we may repurchase up to 20 million shares beginning on January 1, 2021 through December 31, 2023.

COVID-19

The COVID-19 pandemic disrupted the global economy and adversely impacted our business, including demand for our products across multiple end-markets as well as our supply chain and operations.

Our foremost focus as we respond to the pandemic has been on the health and safety of our employees.

We have enhanced health and safety measures across our facilities, including modifying practices to adhere to guidance from the U.S. Centers for Disease Control and Prevention and local health and governmental authorities with respect to social distancing, physical separation, personal protective equipment and sanitization.

We also restricted the number of employees permitted in common areas at any given time.

We enhanced our operational excellence model by memorializing our approach to sanitized manufacturing which includes procedures for dealing with confirmed COVID-19 cases, compliance auditing, and manufacturing line design.

We will continue to closely monitor the risks posed by COVID-19 and adjust our practices accordingly.

We consider our companies to be essential suppliers to our customers and business partners as we provide products and services on which our customers and broader society rely upon daily to support crucial functions.

Therefore, most of our U.S. and global facilities have remained substantially operational during the outbreak with enhanced safety protocols to protect the well-being of our employees.

In order to help mitigate the negative financial impact caused by the pandemic beginning late in the first quarter, we executed a number of temporary cost savings measures across the portfolio and at our corporate center, including short-term workforce rightsizing actions, adjustments to variable compensation to reflect current conditions, elimination of non-essential travel and reduction of discretionary spending.

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.

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.

Organic growth was principally driven by continued strong demand in the global retail fueling industry, particularly in the United States, Europe and Asia.

The organic revenue growth was driven by increased equipment shipments and expanded service revenue in our marking and coding business, along with increased service revenue and increased printer and ink volumes in our digital printing business.

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

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.

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

Backlog as of December 31, 2019 included $0.5 billion, $0.2 billion, $0.1 billion, $0.4 billion and $0.3 billion in the Engineered Products, Fueling Solutions, Imaging & Identification, Pumps & Process Solutions and Refrigeration & Food Equipment segments, respectively.

From a geographic perspective, revenue for the U.S., our largest market, grew by 3.6% organically over the prior year, which was led by growth in our Engineered Products and Fueling Solutions segments.

Asia and Europe also grew organically by 2.4 % and 6.5%, respectively, over the prior year.

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.

We acquired the assets of Belanger, Inc. ("Belanger"), a leading full-line car wash equipment manufacturer for $175 million, net of cash acquired.

The acquisition of Belanger strengthens our position in the vehicle wash business within the Fueling Solutions segment.

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").

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

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

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.

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

As of December 31, 2019, 8.4 million shares remain authorized for repurchase under our current share repurchase authorization.

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| Gain on sale of businesses | | | | | | — | | | | | | — | | | | | | (203,135) | | | | | | nm* | | | | | | | | | | | | nm* | | | | | | | | | | | | | | | | | | | | | | | | | | |

Revenue growth was partially offset by a 2.5% impact from dispositions within our Engineered Products segment.

For the year ended December 31, 2018, gross profit increased $30.5 million, or 1.2% to $2.6 billion compared with 2017, primarily due to growth in sales volumes and benefits of prior restructuring actions partially offset by the loss of gross profits due to divestitures.

Gross profit margin decreased 50 basis points as compared to prior year due to unfavorable product mix and rising material costs in our Refrigeration & Food Equipment segment and the impact of inefficiencies due to facility consolidations principally in our Fueling Solutions segment.

Dover is headquartered in Downers Grove, Illinois and currently employs approximately [removed: 24,000] [added: 23,000] people worldwide.

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

- Our Fueling Solutions segment is focused on providing components, [removed: equipment] [added: 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 Pumps & Process Solutions segment manufactures specialty pumps, fluid handling components, plastics and polymer processing equipment, [added: single use pumps, flow meters] and [added: connectors, and] highly engineered components for rotating and reciprocating machines.

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

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

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

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

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

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

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

Second, we continue to focus on improving returns on [removed: capital and] [added: capital, as well as] segment and corporate earnings [removed: margins] [added: margin] by enhancing our [added: operational] capabilities and making investments across the organization in software and digital applications, operations management, information technology [removed: ("IT")] [added: ("IT"), shared services (including Dover Business Services] and [added: the India Innovation Center), and] talent.

We also focus on continuous, effective cost management and productivity initiatives, [removed: including] [added: such as] automation and digitally-supported manufacturing, supply chain [removed: activities, restructuring activities,] [added: optimization, restructuring,] improved footprint utilization, strategic pricing and portfolio management.

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

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

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

[removed: 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.

[removed: Our focus in shaping Dover's portfolio is aimed at building an enterprise with a large and] [added: Dover businesses also exhibit attractive financial profiles, characterized by predictable,] stable [removed: cash flow,] [added: revenue,] low capital intensity, [added: strong cash-flow] and sustainable returns on invested capital well in excess of our cost of capital.

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

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

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

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

[removed: In 2018, we opened our new Digital Labs center in the greater Boston area and] [added: We] 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) [removed: e-commerce –] [added: enhancing the customer experience through] more efficient and streamlined digital customer interfaces that make it easy to do business with Dover companies; (ii) [added: developing] connected [removed: products – development of value-add connected, sensorized] [added: software] and [removed: software-augmented] [added: machine learning augmented] solutions built [removed: on top of Dover’s] [added: to integrate and work with Dover's] core equipment and component offerings in our end-markets; and (iii) [removed: digital manufacturing –] driving increased efficiency, safety and quality in our manufacturing operations by employing cutting-edge automation and “digital factory” solutions.

We believe that the Digital Labs center [removed: will enhance] [added: enhances] the effectiveness of our products and [removed: fuel] [added: fuels] our commercial growth strategy.

By leveraging a central resource for Industrial Internet of Things ("IIoT") and connected product initiatives, we are able to [removed: reduce redundancy] [added: leverage efficiency] of support [removed: infrastructure while managing the proliferation of common parts, such as sensors,] [added: infrastructure, improve product security and offer better efficiency in software and sensor integration engineering] to keep our projects cost-competitive.

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

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

[removed: In 2018, we launched] [added: We also focus on] 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 2019, we continued to] [added: We continually] expand initiatives to extract productivity gains across the businesses and [removed: initiated a set of productivity actions to] realize [removed: further savings in 2020.][added: savings.]

[removed: Current] [added: Our] margin expansion initiatives are focused on [removed: the further centralization of shared services under Dover Business Services, improving] [added: four core enterprise capabilities: (1) leverage our Digital Labs team to enhance our digital capabilities, (2) improve] utilization and optimization of our manufacturing footprint [removed: as well as our IT services] [added: through centralized resources] and [removed: costs,] [added: investment, (3) further centralize shared services under Dover Business Services,] and [removed: continuing to leverage our Digital Labs team to improve] [added: (4) invest in] our [removed: e-commerce capabilities.][added: India Innovation Center shared services.]

We [removed: have invested, and will] continue to [removed: invest,] [added: invest] in Dover Business Services shared service [removed: centers] [added: centers, consisting of a team of more than 300 people,] to provide important transactional and value-added services to our [removed: operating companies] [added: businesses] in the areas of finance, IT and human resources.

Our shared service centers serve our [removed: operating companies] [added: businesses] by freeing resources normally dedicated to transactional services to allow those resources to focus on customers, markets and product excellence.

[added: Our Dover] 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 [removed: efficiency.][added: efficiency inside our factories through digital technologies and in our business processes.]

Our Dover Digital leadership has [added: built common platforms which we have] begun deploying [added: on] customer facing applications [removed: of common infrastructure design] to make it easier to find, [removed: experience and] [added: configure,] buy [added: and obtain service on] products from [removed: Dover.][added: Dover companies.]

The [added: Dover] 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.

[removed: In 2019, we launched a set of] [added: We continue to focus on] initiatives to improve operational efficiency and enhance and solidify the continuous improvement programs embedded in our businesses' day-to-day [removed: operations beginning with several] [added: operations, such as] significant production automation and footprint consolidation projects.

[removed: We expect this team to work] [added: This team, comprised of a small group of functional experts, works] 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.

Disciplined capital [removed: allocation][added: allocation and continuous portfolio enhancement]

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

Apergy changed its name to ChampionX Corporation on June 3, 2020.

COVID-19

On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus ("COVID-19") a pandemic.

The COVID-19 outbreak and associated counter-acting measures implemented by governments around the world, as well as increased business uncertainty, had an adverse impact on our financial results beginning late in the first quarter.

To help mitigate the financial impact, we executed temporary cost savings measures, reduced our capital spending for the year, initiated restructuring actions and proactively managed our working capital.

Activity in many of the end-markets we serve has sequentially improved since the second quarter of 2020 and we expect that improvement trend to continue for most of our businesses in 2021, though uncertainty remains.

Despite the impact of COVID-19 to our business in 2020, we remained committed to our management philosophy, company goals and our business strategy.

For more

details on the impact of COVID-19 to our business see Item 7.

Management's Discussion and Analysis in this Form 10-K.

We support achievement of these goals by (1) aligning management compensation with strategic and financial objectives, (2) actively managing our portfolio to increase enterprise scale, improve business mix over time, and pursue acquisitions that fit the characteristics of an ideal Dover business and (3) investing in talent development programs.

Our businesses generally operate in strategically attractive niche industrial markets with supportive long-term growth trends, favorable supply and demand landscapes, mature and incrementally improving technologies and highly loyal customers, suppliers or channel partners.

Our businesses increasingly complement our component or equipment offerings with

Our Boston-based Dover Digital Labs serves as the company-wide hub for our digital initiative.

In 2019, we began to coordinate and oversee operations management from the corporate center of excellence.

The operations center of excellence has expertise in health and safety, supply chain management, lean operations, project management, and advanced manufacturing and automation.

Our India Innovation Center has a team of approximately 500 people that our businesses can leverage for product engineering, digital solutions development, data & information management, research & development, and intellectual property services.

The scale and expertise of this team allows our businesses to access resources that would be unaffordable to them as stand-alone companies, and allows for concurrent engineering on time sensitive projects.

We opportunistically divest businesses where we see limited runway for future value creation in line with our aspirations, or where market and business fundamentals change and no longer fit our criteria of business attractiveness and portfolio fit.

We undertake opportunistic share repurchases as part of our capital allocation strategy.

During 2020 and 2019, we completed the sales of the Chino, California branch of The AMS Group ("AMS Chino") in the Refrigeration & Food Equipment segment and Finder Pompe S.r.l.

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

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

fluctuations.

The result has been downward pricing trends that can only be mitigated with the continuous development of innovative product solutions in a market where product life cycles generally average less than seven years.

Our Fueling Solutions segment invests in research and development to advance innovative fuel dispensing and payment platforms, fuel site asset management and connectivity solutions, and IIoT-enabled cloud-based connected solutions for retail and commercial fleet fueling settings.

These technology investments align with our customer’s needs and our commitment to delivering our customers operational cost reductions, increased sales, and an enhanced customer experience through a combination of intelligent fueling and retail solutions.

Our Pumps & Process Solutions segment invests in research and development for new product introduction and custom solutions to drive volume and share in both existing markets and newer/faster growth markets – such as single-use biopharmaceutical manufacturing and liquid cooling of high performance electronics.

These investments will allow us to take advantage of existing growth trends such as vaccine production for certain COVID-19 vaccines and also cell and gene therapy applications coming on the market.

Some of these businesses experience a much more rapid rate of change requiring higher product development capability and products.

Mosaic is the automotive repair industry’s first digitally enabled cloud based after-market advanced driver assistance systems (ADAS) sensor calibration technology.

Environmental Solutions Group, from the Engineered Products segment, launched artificial intelligence capabilities through 3rd Eye Digital Solution to use data to improve operations outcomes for waste hauling fleets.

Human Capital Resources

Our employees are our most valuable asset and are critical to our ability to deliver on our strategic plans.

Our success in delivering high quality and innovative products and solutions for our customers and driving operational excellence is only achievable through the talent, expertise, and dedication of our global team.

We recognize that attracting, developing and retaining skilled talent and promoting a diverse and inclusive culture are essential to maintaining our leadership positions in the markets we serve.

We are increasingly leveraging the corporate center to drive talent recruitment and development by implementing consistent human capital management practices across our businesses.

This center-led focus is enabling us to make development opportunities available across our enterprise which promotes employee advancement, engagement and retention.

We offer employees resources to continuously improve their skills and performance with the goal of further cultivating the diverse, entrepreneurial talent inside our global businesses to fill key positions.

We seek people who are proactive and dedicated, demonstrate an ownership mindset and share our

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.

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

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.

Finally, we have consistently returned cash to shareholders

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

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

During 2017, we completed the sale of Performance Motorsports International ("PMI") and the consumer and industrial winch business of Warn Industries ("Warn"), as well as other smaller divestitures.

The disposals in 2019 and 2017

As noted previously, effective October 1, 2019, Dover transitioned from a three-segment to a five-segment structure as a result of a change to its internal organization.

The result has been that product life cycles in these markets generally average less than five years with meaningful sales price reductions over that time period.

Most of these businesses experience a much more moderate rate of change in their markets and products than is generally experienced by the Imaging & Identification segment.

For example, with the support of the Digital Labs center, Hydro, which manufacturers chemical injecting, proportioning, dispensing and medicating equipment within our Pumps & Process Solutions segment, launched Hydro Connect in 2018.

Hydro Connect is a cloud-based IIoT platform that gives end users increased visibility into their operations, optimizes production, reduces costs and increases customer satisfaction.

Building on this momentum, we launched a digital initiative in 2018 to help our businesses increase sales and further improve customer satisfaction through digital technology, starting with Dover Food Retail within our Refrigeration & Food Equipment segment.

In 2019, our businesses continued to expand utilization of the Digital Labs center.

Additionally, as a part of the digital customer initiative, Colder, a business in the Pumps & Process Solutions segment, and OPW, a business in the Fueling Solutions segment, launched business to business digital engagement platforms that enable their customers to place, track and repeat orders.

Backlog

Backlog is more relevant to our businesses that produce larger and more sophisticated machines or have long-term contracts, primarily for the businesses serving solid waste handling, plastics and polymers processing, bearings and compressor components, can-shaping equipment and commercial refrigeration markets.

See Segment Results of Operations within Item 7 for further discussion of this operational measure.

Our total backlog relating to our businesses as of December 31, 2019 and 2018 was $1.5 billion and $1.4 billion, respectively.

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In that regard, our businesses have accelerated efforts and processes around innovation, including by focusing on technologies that create tangible value for our customers.

For example, in our Engineered Products segment, we manufacture onsite waste balers and compactors for customers who need to quickly and efficiently process solid waste and recyclables.

In our Imaging & Identification segment, we offer packaging intelligence solutions that enable efficient product tracking and identification as well as improved line efficiency, minimized waste and improved compliance for our customers.

Our Fueling Solutions segment offers products that support the delivery of alternative fuels, help reduce vehicle emissions and assist in vapor recovery.

Through our Pumps and Solutions segment, we focus on the conversion to sustainable and renewable energy usage in heating and cooling applications.

We have developed innovative retail refrigeration technologies in our Refrigeration & Food Equipment segment that are both energy efficient and cost effective.

We are also committed to fostering sustainable business practices across our businesses in order to reduce greenhouse gas emissions and energy consumption.

We believe that our focus on sustainability will result in enhanced efficiency in our operations, which will reduce costs, improve margins and help us achieve operational excellence.

In 2010, we implemented a process to conduct an inventory of our greenhouse gas emissions.

Since then, we have evaluated our climate change risks and opportunities, as well as developed an energy and climate change strategy that includes goals, objectives and related projects for reducing energy use and greenhouse gas emissions.

To further promote our sustainability efforts, we committed to reducing our overall energy and greenhouse gas intensity indexed to net revenue by 20% from 2010 to 2020.

We have achieved those goals ahead of schedule.

We are currently evaluating our strategic approach to managing sustainability matters and plan to continue reporting on our energy and greenhouse gas intensity and to work proactively to reduce energy usage and carbon emissions amidst acquisition and business growth.

We have participated as a voluntary respondent in the Carbon Disclosure Project (CDP) since 2010 and have maintained our scoring range since we began reporting.

We began participating in the CDP water security program in 2018 and expanded our reporting in 2019 with water data collection.

As noted, our businesses assess the energy efficiencies related to their operations and the opportunities associated with the use of their products and services by customers.

In some instances, our businesses may be able to help customers reduce energy use and greenhouse gas emissions.

Increased demand for energy-efficient products based on a variety of drivers could result in increased sales for a number of our businesses.

See Part II, Item 8, Notes to Consolidated Financial Statements, Note 17 — Commitments and Contingent Liabilities.

A few of our subsidiaries are involved in legal proceedings relating to the cleanup of waste disposal sites identified under federal and state statutes which provide for the allocation of such costs among "potentially responsible parties." In each instance, the extent of the subsidiary’s liability appears to be relatively insignificant in relation to the total projected expenditures and the number of other "potentially responsible parties" involved and it is anticipated to be immaterial to us on a consolidated basis.

In addition, a few of our subsidiaries are involved in ongoing remedial activities at certain plant sites, in cooperation with regulatory agencies, and appropriate reserves have been established.

At December 31, 2019 and 2018, we have reserves totaling $30.6 million and $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 and certain of its subsidiaries are also parties to a number of other legal proceedings incidental to their businesses.

These proceedings primarily involve claims by private parties alleging injury arising out of use of the Company’s products, exposure to hazardous substances, patent infringement, employment matters and commercial disputes.

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

The Company has reserves for other legal matters that are probable and estimable and at December 31, 2019 and 2018, these reserves are not significant.

While it is not possible at this time to predict the outcome of these legal actions, in the opinion of management, based on the aforementioned reviews, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, could have a material effect on its financial position, results of operations, or cash flows.

For fiscal year ended December 31, [removed: 2019][added: 2020]

| Delaware | | | | | | 53-0257888 | | | [removed: | | | | | |]

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the close of business on June 30, [removed: 2019] [added: 2020] was [removed: $14,526,718,145.][added: $13,862,183,340.]

The registrant’s closing price as reported on the New York Stock Exchange-Composite Transactions for June 30, [removed: 2019] [added: 2020] was [removed: $100.20] [added: $96.56] per share.

The number of outstanding shares of the registrant’s common stock as of February [removed: 4, 2020] [added: 2, 2021] was [removed: 144,328,014.][added: 143,649,247.]

Documents Incorporated by Reference: Part III — Certain Portions of the Proxy Statement for Annual Meeting of Shareholders to be held on May [removed: 8, 2020] [added: 7, 2021] (the [removed: “2020] [added: “2021] Proxy Statement”).

Factors that could cause actual results to differ materially from current expectations include, among other things, [added: the impacts of COVID-19, or other future pandemics, on the global economy and on our customers, suppliers, employees, business and cash flows, other] 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 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: 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 [added: with respect to IT systems] and [added: digital solutions and] privacy, and our ability to capture and protect intellectual property rights.

| [PART [removed: I](#i_0_13) | | |] [added: I](#ie81c245810724e12aa81eb9f59f838b2_13)] | | | | | | | | |

| [Item [removed: 1.](#i_0_16) | | | [Business](#i_0_16)] [added: 1.](#ie81c245810724e12aa81eb9f59f838b2_16)] | | | [removed: [5](#i_0_16)] [added: [Business](#ie81c245810724e12aa81eb9f59f838b2_16)] | | | [added: [4](#ie81c245810724e12aa81eb9f59f838b2_16)] | | |

| [Item [removed: 1A.](#i_0_22)] [added: 1A.](#ie81c245810724e12aa81eb9f59f838b2_22)] | | | [Risk [removed: Factors](#i_0_22) | | | [16](#i_0_22)] [added: Factors](#ie81c245810724e12aa81eb9f59f838b2_22)] | | | [added: [15](#ie81c245810724e12aa81eb9f59f838b2_22)] | | |

| [Item [removed: 1B.](#i_0_25)] [added: 1B.](#ie81c245810724e12aa81eb9f59f838b2_25)] | | | [Unresolved Staff [removed: Comments](#i_0_25) | | | [22](#i_0_25)] [added: Comments](#ie81c245810724e12aa81eb9f59f838b2_25)] | | | [added: [21](#ie81c245810724e12aa81eb9f59f838b2_25)] | | |

| [Item [removed: 2.](#i_0_28) | | | [Properties](#i_0_28)] [added: 2.](#ie81c245810724e12aa81eb9f59f838b2_28)] | | | [removed: [23](#i_0_28)] [added: [Properties](#ie81c245810724e12aa81eb9f59f838b2_28)] | | | [added: [22](#ie81c245810724e12aa81eb9f59f838b2_28)] | | |

| [Item [removed: 3.](#i_0_31)] [added: 3.](#ie81c245810724e12aa81eb9f59f838b2_31)] | | | [Legal [removed: Proceedings](#i_0_31) | | | [23](#i_0_31)] [added: Proceedings](#ie81c245810724e12aa81eb9f59f838b2_31)] | | | [added: [22](#ie81c245810724e12aa81eb9f59f838b2_31)] | | |

| [Item [removed: 4.](#i_0_34)] [added: 4.](#ie81c245810724e12aa81eb9f59f838b2_34)] | | | [Mine Safety [removed: Disclosures](#i_0_34) | | | [23](#i_0_34)] [added: Disclosures](#ie81c245810724e12aa81eb9f59f838b2_34)] | | | [added: [22](#ie81c245810724e12aa81eb9f59f838b2_34)] | | |

| | | | [Information About Our Executive [removed: Officers](#i_0_37) | | | [24](#i_0_37)] [added: Officers](#ie81c245810724e12aa81eb9f59f838b2_37)] | | | [added: [23](#ie81c245810724e12aa81eb9f59f838b2_37)] | | |

| [PART [removed: II](#i_0_40) | | |] [added: II](#ie81c245810724e12aa81eb9f59f838b2_40)] | | | | | | | | |

| [Item [removed: 5.](#i_0_43)] [added: 5.](#ie81c245810724e12aa81eb9f59f838b2_43)] | | | [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#i_0_43) | | | [25](#i_0_43)] [added: Securities](#ie81c245810724e12aa81eb9f59f838b2_43)] | | | [added: [24](#ie81c245810724e12aa81eb9f59f838b2_43)] | | |

| [Item [removed: 6.](#i_0_46)] [added: 6.](#ie81c245810724e12aa81eb9f59f838b2_46)] | | | [Selected Financial [removed: Data](#i_0_46) | | | [28](#i_0_46)] [added: Data](#ie81c245810724e12aa81eb9f59f838b2_46)] | | | [added: [26](#ie81c245810724e12aa81eb9f59f838b2_46)] | | |

| [Item [removed: 7.](#i_0_49)] [added: 7.](#ie81c245810724e12aa81eb9f59f838b2_49)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i_0_49) | | | [29](#i_0_49)] [added: Operations](#ie81c245810724e12aa81eb9f59f838b2_49)] | | | [added: [27](#ie81c245810724e12aa81eb9f59f838b2_49)] | | |

| [Item [removed: 7A.](#i_0_85)] [added: 7A.](#ie81c245810724e12aa81eb9f59f838b2_88)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i_0_85) | | | [57](#i_0_85)] [added: Risk](#ie81c245810724e12aa81eb9f59f838b2_88)] | | | [added: [56](#ie81c245810724e12aa81eb9f59f838b2_88)] | | |

| [Item [removed: 8.](#i_0_88)] [added: 8.](#ie81c245810724e12aa81eb9f59f838b2_91)] | | | [Financial Statements and Supplementary [removed: Data](#i_0_88) | | | [58](#i_0_88)] [added: Data](#ie81c245810724e12aa81eb9f59f838b2_91)] | | | [added: [57](#ie81c245810724e12aa81eb9f59f838b2_91)] | | |

| [Item [removed: 9.](#i_0_229)] [added: 9.](#ie81c245810724e12aa81eb9f59f838b2_238)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i_0_229) | | | [113](#i_0_229)] [added: Disclosure](#ie81c245810724e12aa81eb9f59f838b2_238)] | | | [added: [108](#ie81c245810724e12aa81eb9f59f838b2_238)] | | |

| [Item [removed: 9A.](#i_0_232)] [added: 9A.](#ie81c245810724e12aa81eb9f59f838b2_241)] | | | [Controls and [removed: Procedures](#i_0_232) | | | [113](#i_0_232)] [added: Procedures](#ie81c245810724e12aa81eb9f59f838b2_241)] | | | [added: [108](#ie81c245810724e12aa81eb9f59f838b2_241)] | | |

| [Item [removed: 9B.](#i_0_235)] [added: 9B.](#ie81c245810724e12aa81eb9f59f838b2_244)] | | | [Other [removed: Information](#i_0_235) | | | [113](#i_0_235)] [added: Information](#ie81c245810724e12aa81eb9f59f838b2_244)] | | | [added: [108](#ie81c245810724e12aa81eb9f59f838b2_244)] | | |

| [PART [removed: III](#i_0_238) | | |] [added: III](#ie81c245810724e12aa81eb9f59f838b2_247)] | | | | | | | | |

| [Item [removed: 10.](#i_0_241)] [added: 10.](#ie81c245810724e12aa81eb9f59f838b2_250)] | | | [Directors and Executive Officers and Corporate [removed: Governance](#i_0_241) | | | [114](#i_0_241)] [added: Governance](#ie81c245810724e12aa81eb9f59f838b2_250)] | | | [added: [109](#ie81c245810724e12aa81eb9f59f838b2_250)] | | |

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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.

Yes ☑ No o

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| [PART IV](#ie81c245810724e12aa81eb9f59f838b2_265) | | | | | | | | |

| [Item 16.](#ie81c245810724e12aa81eb9f59f838b2_271) | | | [Summary](#ie81c245810724e12aa81eb9f59f838b2_271) | | | [115](#ie81c245810724e12aa81eb9f59f838b2_271) | | |

| [SIGNATURES](#ie81c245810724e12aa81eb9f59f838b2_274) | | | | | | [116](#ie81c245810724e12aa81eb9f59f838b2_274) | | |

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

| [Item 16.](#i_0_262) | | | [Summary](#i_0_262) | | | [121](#i_0_262) | | | | | |

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

The number, type, location and size of the properties used by our operations as of December 31, [removed: 2019] [added: 2020] are shown in the following charts, by segment:

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

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

| Engineered Products | | | [removed: 29 | | | | | | 17 | | | | | | 9 | | | | | | 55] [added: 34] | | | | | | [removed: 2,905] [added: 14] | | | | | | [removed: 1,265] [added: 5] | | | | | | [added: 1] | | | | | | [added: 54] | | | | | | [added: 1] | | | | | | [added: 8] | | |

| Fueling Solutions | | | [removed: 25 | | | | | | 8 | | | | | | 24 | | | | | | 57] [added: 16] | | | | | | [removed: 926] [added: 17] | | | | | | [removed: 1,855] [added: 10] | | | | | | [added: 3] | | | | | | [added: 46] | | | | | | [added: 1] | | | | | | [added: 12] | | |

| Imaging & Identification | | | [removed: 12 | | | | | | 15 | | | | | | 58 | | | | | | 85] [added: 10] | | | | | | [removed: 662] [added: 36] | | | | | | [removed: 908] [added: 22] | | | | | | [added: 1] | | | | | | [added: 69] | | | | | | [added: 1] | | | | | | [added: 11] | | |

| Pumps & Process Solutions | | | [removed: 36 | | | | | | 6 | | | | | | 24 | | | | | | 66] [added: 31] | | | | | | [removed: 3,060] [added: 17] | | | | | | [removed: 1,441] [added: 8] | | | | | | [added: 4] | | | | | | [added: 60] | | | | | | [added: 1] | | | | | | [added: 12] | | |

| Refrigeration & Food Equipment | | | [removed: 24 | | | | | | 24 | | | | | | 18 | | | | | | 66] [added: 29] | | | | | | [removed: 1,506] [added: 17] | | | | | | [removed: 2,444] [added: 8] | | | | | | [added: 5] | | | | | | [added: 59] | | | | | | [added: 1] | | | | | | [added: 10] | | |

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

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

| Engineered Products | | | [removed: 33 | | | | | | 14 | | | | | | 5 | | | | | | 1 | | | | | | 53 | | | | | | 1 | | | | | | 9] [added: 29] | | | | | | [added: 17] | | | | | | [added: 10] | | | | | | [added: 56] | | | | | | [added: 2,855] | | | | | | [added: 1,201] | | |

| Fueling Solutions | | | [removed: 13 | | | | | | 15] [added: 30] | | | | | | 10 | | | | | | [removed: 2 | | | | | | 40 | | | | | | 1 | | | | | | 13 | | | | | | | | | | | |] [added: 24] | | | | | | [added: 64] | | | | | | [added: 1,128] | | | | | | [added: 1,918] | | |

| Imaging & Identification | | | [removed: 10 | | | | | | 37 | | | | | | 23 | | | | | | 1 | | | | | | 71 | | | | | | 1 | | | | | |] 12 | | | | | | [added: 15] | | | | | | [added: 60] | | | | | | [added: 87] | | | | | | [added: 697] | | | | | | [added: 928] | | |

| Pumps & Process Solutions | | | [removed: 34 | | | | | | 14 | | | | | | 10 | | | | | | 4 | | | | | | 62 | | | | | | 1 | | | | | | 11] [added: 38] | | | | | | [added: 7] | | | | | | [added: 24] | | | | | | [added: 69] | | | | | | [added: 3,251] | | | | | | [added: 896] | | |

| Refrigeration & Food Equipment | | | [removed: 33 | | | | | | 14 | | | | | | 9 | | | | | | 4 | | | | | | 60 | | | | | | 1 | | | | | | 11] [added: 23] | | | | | | [added: 24] | | | | | | [added: 18] | | | | | | [added: 65] | | | | | | [added: 1,406] | | | | | | [added: 2,633] | | |

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Our executive officers as of February [removed: 14, 2020,] [added: 12, 2021,] and their positions with Dover (and, where relevant, prior business experience) for the past five years, are as follows:

| Richard J. Tobin | | | | | | [removed: 56] [added: 57] | | | | | | 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. | | |

| Kimberly K. Bors | | | | | | [removed: 59] [added: 60] | | | | | | Senior Vice President, Human Resources (since January 2020) of Dover; prior thereto Senior Vice President [removed: –] [added: and Chief] Human Resources [added: Officer] 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). | | |

| Ivonne M. Cabrera | | | | | | [removed: 53] [added: 54] | | | | | | Senior Vice President, General Counsel and Secretary [removed: of Dover] (since January [removed: 2013).] [added: 2013) of Dover.] | | |

| Brad M. Cerepak | | | | | | [removed: 60] [added: 61] | | | | | | Senior Vice President and Chief Financial Officer (since May 2011) of Dover. | | |

| Girish Juneja | | | | | | [removed: 50] [added: 51] | | | | | | Senior Vice President and Chief Digital Officer (since May 2017) of Dover; prior thereto Senior Vice President/Chief Technology Officer and General Manager of the Marketplace Solutions Business of Altisource (from January 2014 to April 2017). | | |

| David J. Malinas | | | | | | [removed: 45] [added: 46] | | | | | | 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 [removed: Fischer] [added: Fisher] (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. | | |

| Anthony K. Kosinski | | | | | | [removed: 53] [added: 54] | | | | | | Vice President, Tax (since June 2016) of Dover; prior thereto Director, Domestic Tax (June 2003 to June 2016) of Dover. | | |

| James M. Moran | | | | | | [removed: 54] [added: 55] | | | | | | 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) . | | |

| Ryan W. Paulson | | | | | | [removed: 46] [added: 47] | | | | | | 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). | | |

The number of holders of record of Dover common stock as of February [removed: 4, 2020] [added: 2, 2021] was approximately [removed: 18,689.][added: 18,639.]

During the year ended December 31, [removed: 2019,] [added: 2020,] under our February 2018 standing share repurchase authorization, [added: which expired on December 31, 2020,] the Company purchased [removed: 1,343,622] [added: 979,165] shares of common stock at a total cost of [removed: $143.3 million] [added: $106,279] or [removed: $106.64] [added: $108.54] per share.

The total number of shares purchased by month during the fourth quarter of [removed: 2019] [added: 2020] were as follows:

| Period | | | | | | | | | | | | [added: February 2018 Program] | | | | | | | | | [removed: February 2018 Program] | | |

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

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

[removed: ][added: ]

This graph assumes $100 invested on December 31, [removed: 2014] [added: 2015] in Dover common stock, the S&P 500 index and [removed: an old and new] [added: a] peer group index.

The [removed: 2019] [added: 2020] peer index consists of the following [removed: 30] [added: 29] public companies selected by Dover.

| 3M Company | | | Flowserve Corporation | | | [removed: Nordson] [added: Parker-Hannifin] Corp. | | |

| [removed: AMETEK] [added: Ametek] Inc. | | | [removed: Gardner Denver Holdings Inc.] [added: Fortive Corp.] | | | Pentair [removed: PLC] [added: Plc] | | |

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

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

| October 1 to October 31 | | | — | | | | | | $ | — | | | | | — | | | | | | 7,811,385 | | |

| November 1 to November 30 | | | 392,700 | | | | | | 123.96 | | | | | | 392,700 | | | | | | 7,418,685 | | |

| December 1 to December 31 | | | 37,806 | | | | | | 123.94 | | | | | | 37,806 | | | | | | 7,380,879 | | |

| For the Fourth Quarter | | | 430,506 | | | | | | $ | 123.95 | | | | | 430,506 | | | | | | 7,380,879 | | |

Upon expiration of the February 2018 share repurchase authorization, there were 7,380,879 shares remaining.

In November 2020, the Company's Board of Directors approved a new standing share repurchase authorization, whereby we may repurchase up to 20 million shares beginning on January 1, 2021 through December 31, 2023.

| Enerpac Tool Group Corp. | | | Nordson Corp. | | | | | |

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 | | |

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

| *in thousands except per share data* | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2015] [added: 2016] | | |

| Revenue | | | | | | $ | [removed: 7,136,397] [added: 6,683,760] | | | | | $ | [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] | |

| Earnings from continuing operations | | | | | | [removed: 677,918] [added: 683,451] | | | | | | [removed: 591,145] [added: 677,918] | | | | | | [removed: 746,663] [added: 591,145] | | | | | | [removed: 502,128] [added: 746,663] | | | | | | [removed: 525,208] [added: 502,128] | | |

| (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] | | |

| Net earnings | | | | | | [removed: 677,918] [added: 683,451] | | | | | | [removed: 570,267] [added: 677,918] | | | | | | [removed: 811,665] [added: 570,267] | | | | | | [removed: 508,892] [added: 811,665] | | | | | | [removed: 869,829] [added: 508,892] | | |

| Continuing operations | | | | | | $ | [removed: 4.67] [added: 4.74] | | | | | $ | [removed: 3.94] [added: 4.67] | | | | | $ | [removed: 4.80] [added: 3.94] | | | | | $ | [removed: 3.23] [added: 4.80] | | | | | $ | [removed: 3.33] [added: 3.23] | |

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

| Net earnings | | | | | | [removed: 4.67] [added: 4.74] | | | | | | [removed: 3.80] [added: 4.67] | | | | | | [removed: 5.21] [added: 3.80] | | | | | | [removed: 3.28] [added: 5.21] | | | | | | [removed: 5.52] [added: 3.28] | | |

| Weighted average basic shares outstanding | | | | | | [removed: 145,198] [added: 144,050] | | | | | | [removed: 149,874] [added: 145,198] | | | | | | [removed: 155,685] [added: 149,874] | | | | | | [removed: 155,231] [added: 155,685] | | | | | | [removed: 157,619] [added: 155,231] | | |

| Continuing operations | | | | | | $ | [removed: 4.61] [added: 4.70] | | | | | $ | [removed: 3.89] [added: 4.61] | | | | | $ | [removed: 4.73] [added: 3.89] | | | | | $ | [removed: 3.21] [added: 4.73] | | | | | $ | [removed: 3.30] [added: 3.21] | |

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

| Net earnings | | | | | | [removed: 4.61] [added: 4.70] | | | | | | [removed: 3.75] [added: 4.61] | | | | | | [removed: 5.15] [added: 3.75] | | | | | | [removed: 3.25] [added: 5.15] | | | | | | [removed: 5.46] [added: 3.25] | | |

| Weighted average diluted shares outstanding | | | | | | [removed: 146,992] [added: 145,393] | | | | | | [removed: 152,133] [added: 146,992] | | | | | | [removed: 157,744] [added: 152,133] | | | | | | [removed: 156,636] [added: 157,744] | | | | | | [removed: 159,172] [added: 156,636] | | |

| Dividends per common share | | | | | | $ | [removed: 1.94] [added: 1.97] | | | | | $ | [removed: 1.90] [added: 1.94] | | | | | $ | [removed: 1.82] [added: 1.90] | | | | | $ | [removed: 1.72] [added: 1.82] | | | | | $ | [removed: 1.64] [added: 1.72] | |

| Capital expenditures | | | | | | $ | [removed: 186,804] [added: 165,692] | | | | | $ | [removed: 170,994] [added: 186,804] | | | | | $ | [removed: 170,068] [added: 170,994] | | | | | $ | [removed: 139,578] [added: 170,068] | | | | | $ | [removed: 130,045] [added: 139,578] | |

| Depreciation and amortization | | | | | | [removed: 272,287] [added: 279,051] | | | | | | [removed: 282,580] [added: 272,287] | | | | | | [removed: 283,278] [added: 282,580] | | | | | | [removed: 249,672] [added: 283,278] | | | | | | [removed: 207,817] [added: 249,672] | | |

| Total assets (1) | | | | | | [removed: 8,669,477] [added: 9,152,074] | | | | | | [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] | | |

| Total long-term debt, including current maturities | | | | | | [removed: 2,985,716] [added: 3,108,829] | | | | | | [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] | | |

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: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] acquisitions and disposed and discontinued operations.

| [removed: [59](#i_0_91)] [added: [58](#ie81c245810724e12aa81eb9f59f838b2_94)] | | | [Management's Report on Internal Control Over Financial [removed: Reporting](#i_0_91)] [added: Reporting](#ie81c245810724e12aa81eb9f59f838b2_94)] | | |

| [removed: [60](#i_0_94)] [added: [59](#ie81c245810724e12aa81eb9f59f838b2_97)] | | | [Report of Independent Registered Public Accounting [removed: Firm](#i_0_94)] [added: Firm](#ie81c245810724e12aa81eb9f59f838b2_97)] | | |

| [removed: [62](#i_0_97)] [added: [61](#ie81c245810724e12aa81eb9f59f838b2_100)] | | | [Consolidated Statements of [removed: Earnings](#i_0_97)] [added: Earnings](#ie81c245810724e12aa81eb9f59f838b2_100)] | | |

| [removed: [63](#i_0_100)] [added: [62](#ie81c245810724e12aa81eb9f59f838b2_103)] | | | [Consolidated Statements of Comprehensive [removed: Earnings](#i_0_100)] [added: Earnings](#ie81c245810724e12aa81eb9f59f838b2_103)] | | |

| [removed: [64](#i_0_103)] [added: [63](#ie81c245810724e12aa81eb9f59f838b2_106)] | | | [Consolidated Balance [removed: Sheets](#i_0_103)] [added: Sheets](#ie81c245810724e12aa81eb9f59f838b2_106)] | | |

| [removed: [65](#i_0_109)] [added: [64](#ie81c245810724e12aa81eb9f59f838b2_109)] | | | [Consolidated Statements of Stockholders' [removed: Equity](#i_0_109)] [added: Equity](#ie81c245810724e12aa81eb9f59f838b2_109)] | | |

| [removed: [66](#i_0_115)] [added: [65](#ie81c245810724e12aa81eb9f59f838b2_112)] | | | [Consolidated Statements of Cash [removed: Flows](#i_0_115)] [added: Flows](#ie81c245810724e12aa81eb9f59f838b2_112)] | | |

| [removed: [67](#i_0_118)] [added: [66](#ie81c245810724e12aa81eb9f59f838b2_115)] | | | [Notes to Consolidated Financial [removed: Statements](#i_0_118)] [added: Statements](#ie81c245810724e12aa81eb9f59f838b2_115)] | | |

| [removed: [112](#i_0_226)] [added: [107](#ie81c245810724e12aa81eb9f59f838b2_235)] | | | [Financial Statement Schedule - Schedule II, Valuation and Qualifying [removed: Accounts](#i_0_226)] [added: Accounts](#ie81c245810724e12aa81eb9f59f838b2_235)] | | |

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]

Based on its assessment under the criteria set forth in *Internal Control — Integrated Framework* (2013), management concluded that, as of December 31, [removed: 2019,] [added: 2020,] 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: 2019] [added: 2020] 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 Stockholders of Dover [removed: Corporation:][added: Corporation]

We have audited the accompanying consolidated balance sheets of Dover Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the related consolidated statements of earnings, of comprehensive earnings, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] including the related notes and financial statement schedule listed in the accompanying index for each of the three years in the period ended December 31, [removed: 2019] [added: 2020] (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: 2019,] [added: 2020,] 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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019] [added: 2020] 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: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the [removed: company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

As described in Notes 1 and [removed: 9] [added: 10] to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $3.783] [added: $4.073] billion as of December 31, [removed: 2019.][added: 2020.]

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 [removed: reasons, such as a change in segments.][added: reasons.]

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

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

[removed: | February 14, 2020 | | | | | | | | |][added: 2020]

| | | | Years Ended December 31, | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| | | | [removed: 2019 | | | | | | 2018 | | | | | | 2017] [added: 2020] | | | | | | [added: 2019] | | | | | | [added: 2018] | | |

| Revenue | | | $ | [removed: 7,136,397] [added: 6,683,760] | | | | | $ | [removed: 6,992,118] [added: 7,136,397] | | | | | $ | [removed: 6,820,886 | | | | | | | | | | | |] [added: 6,992,118] | |

| Cost of goods and services | | | [removed: 4,515,459 | | | | | | 4,432,562 | | | | | | 4,291,839] [added: 4,209,741] | | | | | | [added: 4,515,459] | | | | | | [added: 4,432,562] | | |

| Gross profit | | | [removed: 2,620,938 | | | | | | 2,559,556 | | | | | | 2,529,047] [added: 2,474,019] | | | | | | [added: 2,620,938] | | | | | | [added: 2,559,556] | | |

| Selling, general and administrative expenses | | | [removed: 1,599,098 | | | | | | 1,716,444 | | | | | | 1,722,161] [added: 1,541,032] | | | | | | [added: 1,599,098] | | | | | | [added: 1,716,444] | | |

| Loss on assets held for sale | | | [removed: 46,946 | | | | | |] — | | | | | | [removed: — | | | | | |] [added: 46,946] | | | | | | [added: —] | | |

| Operating earnings | | | [removed: 974,894 | | | | | | 843,112 | | | | | | 806,886] [added: 932,987] | | | | | | [added: 974,894] | | | | | | [added: 843,112] | | |

| Interest expense | | | [removed: 125,818 | | | | | | 130,972 | | | | | | 144,948] [added: 111,937] | | | | | | [added: 125,818] | | | | | | [added: 130,972] | | |

| Interest income | | | [removed: (4,526) | | | | | | (8,881) | | | | | | (8,491)] [added: (3,571)] | | | | | | [added: (4,526)] | | | | | | [added: (8,881)] | | |

| Loss on extinguishment of debt | | | [removed: 23,543 | | | | | |] — | | | | | | [removed: — | | | | | |] [added: 23,543] | | | | | | [added: —] | | |

| Gain on sale of businesses | | | [removed: —] [added: (5,213)] | | | | | | — | | | | | | [removed: (203,135) | | | | | | | | | | | |] [added: —] | | |

| Other income, net | | | [removed: (12,950) | | | | | | (4,357) | | | | | | (2,251)] [added: (11,900)] | | | | | | [added: (12,950)] | | | | | | [added: (4,357)] | | |

| Earnings before provision for income taxes | | | [removed: 843,009 | | | | | | 725,378 | | | | | | 875,815] [added: 841,734] | | | | | | [added: 843,009] | | | | | | [added: 725,378] | | |

| Provision for income taxes | | | [removed: 165,091 | | | | | | 134,233 | | | | | | 129,152] [added: 158,283] | | | | | | [added: 165,091] | | | | | | [added: 134,233] | | |

| Earnings from continuing operations | | | [removed: 677,918 | | | | | | 591,145 | | | | | | 746,663] [added: 683,451] | | | | | | [added: 677,918] | | | | | | [added: 591,145] | | |

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

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

| February 12, 2021 | | | | | | | | |

| Gain on sale of a business | | | (5,213) | | | | | | — | | | | | | — | | |

| Total foreign currency translation adjustments (net of $26,957, $(4,714) and $(9,498) tax benefit (provision), respectively) | | | 55,450 | | | | | | 20,314 | | | | | | (59,970) | | |

| Total pension and other postretirement benefit plans (net of $(3,197), $(1,184) and $3,241 tax (provision) benefit, respectively) | | | 9,399 | | | | | | 5,408 | | | | | | (11,138) | | |

| Total cash flow hedges (net of $607, $(359) and $(717) tax benefit (provision), respectively) | | | (2,077) | | | | | | 1,348 | | | | | | 2,699 | | |

| Cash and cash equivalents | | | $ | 513,075 | | | | | $ | 397,253 | |

| Accounts payable | | | 853,942 | | | | | | 920,593 | | |

| Deferred revenue | | | 184,845 | | | | | | 104,901 | | |

| Other accrued expenses | | | 343,637 | | | | | | 295,059 | | |

| Total current liabilities | | | 1,738,798 | | | | | | 1,748,091 | | |

| Other liabilities | | | 570,314 | | | | | | 528,974 | | |

| Adoption of ASU 2016-13- CECL | | | — | | | | | | — | | | | | | (2,112) | | | | | | — | | | | | | — | | | | | | (2,112) | | |

| Net earnings | | | — | | | | | | — | | | | | | 683,451 | | | | | | — | | | | | | — | | | | | | 683,451 | | |

| Other | | | — | | | | | | 3,043 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,043 | | |

| Balance at December 31, 2020 | | | $ | 258,982 | | | | | $ | 868,882 | | | | | $ | 8,608,284 | | | | | $ | (153,254) | | | | | $ | (6,197,121) | | | | | $ | 3,385,773 | |

| Net earnings | | | $ | 683,451 | | | | | $ | 677,918 | | | | | $ | 570,267 | |

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

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

| Accounts payable | | | (95,636) | | | | | | 12,670 | | | | | | 105,586 | | |

Effective January 1, 2020, the Company adopted Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments prospectively.

This ASU replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade receivables.

No impairment of goodwill was required for the years ended December 31, 2020, 2019, or 2018.

impairment loss.

Research and development costs are reported within selling, general and administrative expenses in the Consolidated Statements of Earnings.

Advertising costs are reported within selling, general and administrative expenses in the Consolidated Statements of Earnings.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting.

The purpose of this update is to provide optional guidance for a limited time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting.

The amendments provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The amendments in this update are elective and are effective upon issuance for all entities.

The Company adopted this guidance on January 1, 2020 prospectively.

Upon adoption, the Company recorded a noncash cumulative effect adjustment to retained earnings of $2.1 million, net of $0.6 million of income taxes, on the opening consolidated balance sheet as of January 1, 2020.

See Note 9 — Credit Losses for further details.

Apergy changed its name to ChampionX Corporation on June 3, 2020.

Less than 5% of the Company’s revenue is recognized over time and relates to the sale of equipment or services in which the customer receives the benefits as they are performed or controls the assets being created, or engineered to order equipment that have no alternative use and in which the contract specifies the Company has a right to payment for its costs plus a reasonable margin.

| Contract liabilities - current | | | | | | 184,845 | | | | | | 104,901 | | | | | | 91,561 | | |

The increase in current contract liability balance as of December 31, 2020 primarily relates to advance payments received on large projects.

In the fourth quarter of 2020, the Company adjusted its prior year balance sheet classification and footnote disclosure related to certain upfront cash consideration received from customers that should have been classified as contract liabilities (included in deferred revenue or other liabilities) rather than customer deposits (included in accounts payable).

Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of

On December 30, 2020, the Company acquired 100% of the voting stock of Innovative Control Systems, Inc. (“ICS”), a leading provider of car wash controllers, payment terminals, point-of-sale and wash site management software solutions for $77,030, net of cash acquired.

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.

DOVER CORPORATION

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

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

| Total foreign currency translation adjustments | | | 20,314 | | | | | | (59,970) | | | | | | 147,056 | | | | | | | | | | | | | | |

| Other | | | — | | | | | | — | | | | | | (1,485) | | | | | | | | | | | | | | |

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

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

| Accounts payable | | | 983,293 | | | | | | 969,531 | | | | | | | | | | | |

| Other accrued expenses | | | 339,060 | | | | | | 313,452 | | | | | | | | | | | |

| Total current liabilities | | | 1,749,891 | | | | | | 1,827,421 | | | | | | | | | | | |

| Other liabilities | | | 527,174 | | | | | | 432,395 | | | | | | | | | | | |

| Balance at December 31, 2016 | | | $ | 256,538 | | | | | $ | 946,755 | | | | | $ | (4,972,016) | | | | | $ | 7,927,795 | | | | | $ | (359,326) | | | | | $ | 3,799,746 | |

| Other | | | — | | | | | | (11,901) | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,901) | | |

| Accounts payable | | | 18,270 | | | | | | 106,561 | | | | | | 94,052 | | | | | | | | | | | | | | |

| Cash and cash equivalents at beginning of year | | | 396,221 | | | | | | 753,964 | | | | | | 349,146 | | | | | | | | | | | | | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated)

These forecasts are based on historical performance and future estimated results.

rates.

Prior to 2018, revenue was recognized when all the following conditions were satisfied: a) persuasive evidence of an arrangement exists, b) price is fixed or determinable, c) collectability is reasonably assured and d) delivery has occurred or services have been rendered.

On December 22, 2017, the U.S. bill commonly referred to as the Tax Cuts and Jobs Act (“Tax Reform Act”) was enacted, which significantly changed U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a one-time repatriation tax on deemed repatriated earnings of foreign subsidiaries.

The Tax Reform Act reduced the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018.

The Tax Reform Act also provided for a one-time deemed repatriation of post-1986 undistributed foreign subsidiary earnings and profits (“E&P”) through the year ended December 31, 2017.

The Global Intangible Low-Taxed Income ("GILTI") provisions of the Tax Reform Act require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets.

The Company is subject to incremental U.S. tax on GILTI income due to expense allocations required by the U.S. foreign tax credit rules.

The Company has elected to account for the GILTI tax in the period in which it is incurred, and therefore has not provided any deferred tax impacts of GILTI in its consolidated financial statements.

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

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

As described in Note 19 — Segment Information, the Company realigned into five business segments effective October 1, 2019.

The guidance is effective for interim and annual periods for the Company beginning on January 1, 2020.

The Company believes that the most notable impact of this ASU will relate to its processes around the assessment of the adequacy of its allowance for doubtful accounts on trade accounts receivable and the recognition of credit losses.

recording of right-of-use assets and lease liabilities amounting to approximately $163 million.

Accordingly, all periods prior to January 1, 2018 are presented in accordance with ASC Topic 605, Revenue Recognition.

consideration the Company expects to receive in exchange for those goods or services.

Less than 5% of the Company’s revenue is recognized over time and relates to the sale of engineered to order equipment or services.

| Contract liabilities - current | | | | | | 44,001 | | | | | | 36,461 | | | | | | 48,268 | | |

Changes in Accounting Policies

The Company adopted ASC Topic 606, effective January 1, 2018, using the modified retrospective method applying ASC Topic 606 to contracts that are not complete as of the date of initial application.

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: 2019] [added: 2020] 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: 2019,] [added: 2020,] 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.

The information with respect to the corporate governance matters [removed: and Section 16 compliance] required to be included pursuant to this Item 10 will be included in the [removed: 2020] [added: 2021] 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: 14, 2020.][added: 12, 2021.]

The information with respect to Section 16(a) reporting compliance required to be included in this Item 10 will be included in our [removed: 2020] [added: 2021] Proxy Statement and is incorporated in this Item 10 by reference.

Deborah L.

DeHaas 1

Former Vice Chairman of Deloitte and Managing Partner of the Center for Board Effectiveness

Winston2,4

Winston2.4

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: 2020] [added: 2021] 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: 2020] [added: 2021] 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: 2019:][added: 2020:]

1.Column (a) includes shares issuable pursuant to outstanding SARs, restricted stock units and performance share awards under the Company's 2012 Equity and Cash Incentive Plan (the "2012 Plan") and the 2005 Equity and Cash Incentive [removed: Plan.][added: Plan (the "2005 Plan").]

Under the 2012 Plan, the Company [removed: could] [added: may] grant options, SARs, restricted stock or restricted stock units, performance share awards, director shares, or deferred stock units.

As of December 31, [removed: 2019,] [added: 2020,] 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.

Although the 2005 Plan has expired and no further awards may be granted under the Plan, there remain outstanding stock-settled appreciation rights [removed: and performance share awards] under the 2005 Plan, which are reflected in Column (a) of the table.

| Equity compensation plans approved by stockholders | | | 3,310,819 | | | | | | $ | 79.36 | | | | | 5,613,856 | | |

| Total | | | 3,310,819 | | | | | | $ | 79.36 | | | | | 5,613,856 | | |

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

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

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 will be included in the [removed: 2020] [added: 2021] Proxy Statement and is incorporated in this Item 13 by reference.

The information with respect to the Company’s relationship with its independent registered public accounting firm and fees paid thereto required to be included pursuant to this Item 14 will be included in the [removed: 2020] [added: 2021] Proxy Statement and is incorporated in this Item 14 by reference.

The information with respect to audit committee pre-approval policies and procedures required to be included pursuant to this Item 14 will be included in the [removed: 2020] [added: 2021] Proxy Statement and is incorporated in this Item 14 by reference.

| (3)(i) | | | [removed: [F](http://www.sec.gov/Archives/edgar/data/29905/000119312514184809/d722967dex3ia.htm)[ifth](http://www.sec.gov/Archives/edgar/data/29905/000119312514184809/d722967dex3ia.htm) [Restated] [added: [Fifth Restated] Certificate of Incorporation of the Company, filed as Exhibit 3(i)(a) to the Company’s Current Report on Form 8-K [removed: filed](http://www.sec.gov/Archives/edgar/data/29905/000119312514184809/d722967dex3ia.htm) [May] [added: filed May] 7, [removed: 2019](http://www.sec.gov/Archives/edgar/data/29905/000119312514184809/d722967dex3ia.htm) [(SEC] [added: 2019 (SEC] File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312514184809/d722967dex3ia.htm) | | |

| (3)(ii) | | | [Amended and Restated By-Laws of the Company, effective as [removed: of](http://www.sec.gov/Archives/edgar/data/29905/000002990516000061/a20160210exhibit3ii.htm) [August 1, 2019](http://www.sec.gov/Archives/edgar/data/29905/000002990516000061/a20160210exhibit3ii.htm)[,] [added: of](http://www.sec.gov/Archives/edgar/data/29905/000119312520042018/d848231dex31.htm) [February 14, 2020](http://www.sec.gov/Archives/edgar/data/29905/000119312520042018/d848231dex31.htm)[,] filed as Exhibit [removed: 3](http://www.sec.gov/Archives/edgar/data/29905/000002990516000061/a20160210exhibit3ii.htm)[.1](http://www.sec.gov/Archives/edgar/data/29905/000002990516000061/a20160210exhibit3ii.htm) [to] [added: 3.1 to] the Company’s Current Report on Form 8-K filed [removed: on](http://www.sec.gov/Archives/edgar/data/29905/000002990516000061/a20160210exhibit3ii.htm) [August 2, 2019](http://www.sec.gov/Archives/edgar/data/29905/000002990516000061/a20160210exhibit3ii.htm)] [added: on](http://www.sec.gov/Archives/edgar/data/29905/000119312520042018/d848231dex31.htm) [February 19, 2020](http://www.sec.gov/Archives/edgar/data/29905/000119312520042018/d848231dex31.htm)] [(SEC File No. 001-04018), are incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/29905/000002990516000061/a20160210exhibit3ii.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312520042018/d848231dex31.htm)] | | |

| (4.15) | | | [removed: [Seventh](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm) [Supplemental] [added: [Seventh Supplemental] Indenture, dated as of [removed: November](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm) [4, 2019](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm)[,] [added: November 4, 2019,] between the Company [removed: and](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm) [the] [added: and the] Bank of [removed: New](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm) [York Mellon](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm)[,] [added: New York Mellon,] filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on [removed: November](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm) [4](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm)[, 201](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm)[9](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm) [(SEC] [added: November 4, 2019 (SEC] File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm) | | |

| (4.17) | | | [Eighth Supplemental Indenture, dated as of November 4, 2019, between the Company [removed: and](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm) [the] [added: and the] Bank of New York [removed: Mellon](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm)[,] [added: Mellon,] as trustee, filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November 4, 2019 (SEC File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm) | | |

| (4.19) | | | [Description of Dover Corporation's securities registered pursuant to Section 12 of the Exchange [removed: Act.(1)](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit419.htm)] [added: Act](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit419.htm)[,](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit419.htm) [filed as Exhibit](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm) [4.](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)[1](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)[9](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm) [to the Company's Annual Report on Form 10-K for the year ended December 31, 20](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)[19](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm) [(SEC File No. 001-04018), is incorporated by reference](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)[.](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit419.htm)] | | |

| (10.1) | | | [Dover Corporation Senior Executive Change-in-Control Severance Plan, as amended and restated effective November 1, [removed: 2018](http://www.sec.gov/Archives/edgar/data/29905/000002990519000019/a20181231exhibit101.htm)[,] [added: 2018,] as filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for the period ended December 31, [removed: 2018](http://www.sec.gov/Archives/edgar/data/29905/000002990519000019/a20181231exhibit101.htm) [(SEC] [added: 2018 (SEC] File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990519000019/a20181231exhibit101.htm)[](http://www.sec.gov/Archives/edgar/data/29905/000002990519000019/a20181231exhibit101.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990519000019/a20181231exhibit101.htm)] | | |

| (10.3) | | | [First Amendment to the Dover Corporation Executive Officer Annual Incentive Plan, as amended November 14, [removed: 2019* (1)](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)] [added: 2019](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)[, filed as Exhibit 10.3 to the Company's Ann](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)[u](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)[al Report on Form 10-K for the year ended December 31, 20](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)[19](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm) [(SEC File No. 001-04018), is incorporated by reference](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)[.](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)[*](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)[](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)] | | |

| [removed: (10.4)] [added: (10.6)] | | | [removed: [Dover] [added: [Amendment No. 1 to the Dover] Corporation [removed: Deferred Compensation Plan, as amended] [added: 2005 Equity] and [removed: restated] [added: Cash Incentive Plan (Amended and Restated] as of January 1, [removed: 2009,] [added: 2009),] filed as Exhibit [removed: 10.6] [added: 10.9] to the [removed: Company's] [added: Company’s] Annual Report on Form 10-K for the [removed: year] [added: period] ended December 31, [removed: 2008] [added: 2014] (SEC File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000095012309003170/y74690exv10w6.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990515000007/a2014123110-kexhibit109.htm)] | | |

| [removed: (10.5)] [added: (10.10)] | | | [First Amendment [removed: and Second Amendment] to the Dover Corporation [removed: Deferred Compensation] [added: Pension Replacement] Plan, as amended and restated as of January 1, [removed: 2009,] [added: 2010,] filed as Exhibit [removed: 10.1] [added: 10.2] to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2013 (SEC File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990513000053/a2013093010-qexhibit101.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990513000053/a2013093010-qexhibit102.htm)] | | |