Dover (DOV) 10-K risk factor changes: FY2021 vs FY2020
The 2021-12-31 10-K against the 2020-12-31 one, compared heading by heading and sentence by sentence.
Item 1A23 rewritten18 added26 removed117 unchanged
All filing items1,179 rewritten644 added604 removed1,863 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 644 added, 604 removed, 1,179 rewritten and 1,863 unchanged across 21 items that differ.
- New this year: Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2021; struck-through words were in FY2020. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
23 rewritten, 18 added, 26 removed, 117 unchanged
Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our [removed: business,] [added: businesses,] including our results of operations, liquidity and financial condition.
- The COVID-19 pandemic has adversely impacted, and [removed: poses] [added: continues to pose] risks to, our [removed: business,] [added: businesses,] the nature and extent of which are highly uncertain and unpredictable.
The COVID-19 pandemic has disrupted the global economy and adversely impacted our [removed: business,] [added: businesses,] including demand for our products across multiple end-markets as well as our supply chain and operations.
We [removed: are monitoring the global outbreak of COVID-19] [added: have taken] and [removed: taking] [added: will continue to take] steps to mitigate [removed: its] [added: the] risks [added: of COVID-19] by working with our customers, employees, suppliers and other stakeholders.
[removed: We will continue to focus on global markets as part] [added: Approximately 46% and 45%] of our [removed: overall growth strategy] [added: revenues for 2021] and [removed: expect sales from] [added: 2020, respectively, were derived] outside the United States [added: and we expect international sales] to continue to represent a significant portion of our [removed: revenues.][added: revenues given our global growth strategy.]
[removed: Our] [added: As a result of our] international operations and our global expansion [removed: strategy] [added: strategy, we] are subject to [removed: general risks related to such operations,] [added: various risks,] including:
We also use [removed: our] third party IT systems to support employee data processing for our global [removed: work force] [added: workforce] and to support customer business activities, such as transmitting payment information, providing mobile monitoring services, and capturing operational data.
[removed: There] [added: Moreover, there] has been a rise in the number of [removed: cyberattacks targeting confidential business information]
[added: There has been a rise in the number of cyberattacks targeting confidential business information] generally and in the manufacturing industry specifically, as well as an increase in cyberattacks targeting managed service providers, by both state-sponsored and criminal organizations.
[removed: Moreover, there has been a rise in the number of] cyberattacks that depend on human error or manipulation, including phishing attacks or schemes that use social engineering to gain access to systems or perpetuate wire transfer or other frauds.
[removed: Not withstanding] [added: Notwithstanding] those measures, 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.
- Increasing [removed: product/service] [added: product, service] and price competition by international and domestic competitors, including new entrants, and our inability to introduce new and competitive products could cause our businesses to generate lower revenue, operating profits and cash flows.
If our businesses are unable to anticipate their competitors’ developments or identify customer needs and preferences on a timely basis, [removed: or] successfully introduce new products, digital solutions and support services in response to such competitive factors, [added: or adopt to market changes relating to climate change related policies,] they could lose customers to competitors.
- We could lose customers or generate lower revenue, operating profits and cash flows if there are significant increases in the cost of our raw materials or [removed: components or] [added: components,] if suppliers are not able to meet our quality and delivery requirements.
[removed: While we generally attempt to mitigate the impact of increased raw material] prices by hedging or passing along the increased costs to customers, there may be a time delay between the increased raw material prices and the ability to increase the prices of products, or we may be unable to increase the prices of products due to a competitor’s pricing pressure or other factors.
Our effective tax rate is impacted by [removed: changes in] the mix [removed: among] [added: of] earnings [removed: in] [added: among] countries with differing statutory tax rates, changes in the valuation allowance of deferred tax assets and changes in [added: income] tax laws.
The amount of income taxes and other taxes paid can be adversely impacted by changes in statutory tax rates and laws and are subject to ongoing audits by [removed: domestic and international] [added: governmental] authorities.
Accordingly, significant changes in currency exchange rates, particularly the [removed: Euro,] [added: euro,] Chinese [removed: Renminbi (Yuan),] [added: renminbi (yuan),] Swedish krona, [removed: Pound Sterling,] [added: pound sterling,] Indian rupee, Singapore dollar, Danish [removed: krone, and Canadian dollar, could cause fluctuations in the reported results of our businesses’ operations that could negatively affect our results of operations.]
Additionally, the strengthening of certain currencies such as the [removed: Euro] [added: euro] and [added: U.S. dollar potentially exposes us to competitive threats from lower cost producers in other countries.]
[added: 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 [removed: United States and/or non-United States] [added: the] laws [removed: or fail to protect our confidential information,] [added: of the jurisdictions where we do business,] including the laws governing payments to government officials, bribery, fraud, anti-kickback and false claims, competition, export and import compliance, environmental compliance, money laundering and data privacy, as well as the improper use of proprietary information or social media.
Any such violations of law or improper actions [removed: could] [added: could:] subject us to civil or criminal [removed: investigations in the United States and in other jurisdictions, could] [added: investigations;] lead to substantial civil or criminal, monetary and non-monetary penalties and related shareholder [removed: lawsuits, could] [added: lawsuits;] lead to increased costs of [removed: compliance] [added: compliance;] and [removed: could] damage our reputation, our consolidated results of operations, financial condition and cash flows.
[removed: - If we experience] [added: We have a number of collective bargaining units in the U.S. and various collective labor arrangements outside the U.S. We are subject to potential] work stoppages, union and works council campaigns and other labor disputes, [removed: our productivity and results] [added: any] of [removed: operations] [added: which] could [removed: be] adversely [removed: impacted.][added: impact our productivity, reputation, results of operations, financial condition and cash flows.]
The emergence of new variants of COVID-19, evolving government plans around the world to institute vaccination mandates, including in the U.S., and limited availability of vaccines in various jurisdictions, create uncertainty that may impact our employees and result in labor shortages and unforeseen costs.
The extent to which our operations may be impacted by COVID-19 will depend on future developments that are highly uncertain, including the pandemic's duration, the emergence of different COVID-19 variants, the efficacy and adoption rates of vaccines, the availability of recently approved oral medicines and actions by governments and private enterprises to contain the outbreak or mitigate the impact of the pandemic.
For example, applicable laws and government measures, such as U.S. federal vaccine mandates or Occupational Safety and Health Administration requirements for vaccination or regular testing, could also result in skilled labor impacts including voluntary attrition or difficulty finding labor or otherwise adversely affect our ability to operate our facilities, obtain materials and component inputs from suppliers or deliver our products in a timely manner.
Due to the continuing uncertainties surrounding the pandemic, we are unable to predict the ultimate impact that it will have on our financial position, operating results and cash flows in future periods.
- Increases in labor costs, potential labor disputes and work stoppages or an inability to hire skilled personnel could adversely affect our business.
Furthermore, the competition for skilled personnel is often intense in the regions in which our manufacturing facilities are located.
A sustained labor shortage or increased turnover rates within our employee base, increases in the salaries and wages paid by competing employers, as a result of general macroeconomic factors or otherwise, could lead to increased costs, such as increased overtime to meet demand and potentially further increase salaries and wage rates to attract and retain employees, and could negatively affect our ability to efficiently operate our manufacturing facilities and overall business.
If we are unable to hire and retain employees capable of performing at a high level, our business, financial condition and results of of operations could be adversely affected.
- We could be negatively impacted by environmental, social and governance (ESG) and sustainability matters.
Governments, shareholders, customers, employees and other stakeholders are increasingly focusing on corporate ESG practices and disclosures, and expectations in this area are rapidly evolving and growing.
We have announced certain initiatives, including goals, regarding our focus areas, which include greenhouse gas emissions reductions, health and safety, diversity and inclusion, talent attraction and development, and innovation for sustainable products.
The criteria by which our ESG practices are assessed may change due to the evolution of the sustainability landscape, which could result in greater expectations of us and may cause us to undertake costly initiatives to satisfy new criteria.
Moreover, the increasing attention to sustainability could also result in reduced demand for certain of our products or services and/or reduced profits.
If we are unable to respond effectively, investors may conclude that our policies and/or actions with respect to ESG matters are inadequate.
If we fail or are perceived to have failed to achieve previously announced initiatives or goals or to accurately disclose our progress on such initiatives or goals, our reputation, business, financial condition and results of operations could be adversely impacted.
While we generally attempt to mitigate the impact of increased raw material
The disruption of our global supply chain for any reason, including for issues such as COVID-19 or other health epidemics or pandemics, labor disputes, loss of single source or limited source supplier, inability to procure sufficient raw materials, quality control issues, ethical sourcing issues, a supplier's financial distress, natural disasters, looting, vandalism or acts of war or terrorism, trade sanctions or other external factors over which we have no control, could interrupt product supply and, if not effectively managed and remedied, have a material adverse impact on our business operations, financial condition and results of operations.
krone, and Canadian dollar, could cause fluctuations in the reported results of our businesses’ operations that could negatively affect our results of operations.
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.
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.
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.
As a result, approximately 45% of our revenues for 2020 as compared to approximately 47% in 2019 were derived outside the United States.
This was mostly in Europe and China.
Consequently, a significant price increase in raw materials or a shortage in or the unavailability of raw materials or components may result in a loss of customers and adversely impact our consolidated results of operations, financial condition and cash flows.
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.
U.S. dollar potentially exposes us to competitive threats from lower cost producers in other countries.
- 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.
In connection with the spin-off of Apergy, we received a private letter ruling from the Internal Revenue Service (the "IRS Ruling") together with an opinion of McDermott Will & Emery LLP, our tax counsel, substantially to the effect that, among other things, certain transactions to effect the spin-off will qualify as a tax-free reorganization for U.S. federal income tax purposes under Section 368(a)(1)(D) of the Internal Revenue Code (the “Code”), and the distribution will qualify as a tax-free distribution to our shareholders under Section 355 of the Code.
The IRS Ruling and the opinion of tax counsel relied on certain facts and assumptions, and certain representations and undertakings from us and Apergy, including those regarding the past and future conduct of certain of our businesses and other matters.
If any of these facts, assumptions, representations or undertakings are incorrect or not satisfied, we and our shareholders may not be able to rely on the IRS Ruling or the opinion, and could be subject to significant tax liabilities.
Notwithstanding the IRS Ruling and the opinion, the IRS could determine on audit that the distribution is taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated or if it disagrees with the conclusions in the opinion.
In addition, we and Apergy intend for certain related transactions to qualify for tax-free treatment under U.S. federal, state and local tax law and/or foreign tax law.
If the distribution is determined to be taxable for U.S. federal income tax purposes, we and our shareholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities.
For example, if the distribution fails to qualify for tax-free treatment, we would, for U.S. federal income tax purposes, be treated as if we had sold the Apergy common stock in a taxable sale for its fair market value, and our shareholders who are subject to U.S. federal income tax would be treated as receiving a taxable distribution in an amount equal to the fair market value of the Apergy common stock received in the distribution.
In addition, if certain related transactions fail to qualify for tax-free treatment under U.S. federal, state and local tax law and/or foreign tax law, we could incur significant tax liabilities under U.S. federal, state, local and/or foreign tax law, respectively.
In addition, we have retained certain liabilities directly or
In connection with the spin-off, Apergy agreed to indemnify us for any losses relating to the conduct of the Apergy business.
Labor and Employment Risks
We have a number of collective bargaining units in the United States and various foreign collective labor arrangements.
We are subject to potential work stoppages, union and works council campaigns and other labor disputes, any of which could adversely impact our productivity, reputation, consolidated results of operations, financial condition and cash flows.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
284 rewritten, 170 added, 201 removed, 336 unchanged
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 years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018.][added: 2019.]
For the year ended December 31, [removed: 2020,] [added: 2021,] consolidated revenue was [removed: $6.7] [added: $7.9] billion, [removed: a decrease] [added: an increase] of [removed: $0.5] [added: $1.2] billion or [removed: 6.3%,] [added: 18.3%,] as compared to the prior year.
Overall, customer pricing favorably impacted revenue by approximately [removed: 0.7%] [added: 2.8%] for the year.
Within our Engineered Products segment, revenue [removed: decreased $166.3] [added: increased $249.6] million, or [removed: 9.8%,] [added: 16.3%,] from the prior year, reflecting a broad-based organic revenue [removed: decline of 10.3%, partially offset by acquisition-related] growth of [removed: 0.3% and] [added: 14.1%,] a favorable foreign currency translation of [removed: 0.2%.][added: 1.6% and acquisition-related growth of 0.6%.]
[removed: Our] [added: Clean Energy &] Fueling [removed: Solutions] segment revenue [added: for the year ended December 31, 2020] decreased $143.9 million, or 8.9%, [removed: from] [added: compared to the] prior year, [removed: reflecting an] [added: attributable to] organic decline of 8.8% and an unfavorable [removed: impact from] foreign currency translation of 0.3%, partially offset by acquisition-related growth of 0.2%.
[removed: Our] Imaging & Identification segment revenue [added: for the year ended December 31, 2020] decreased $46.3 million, or 4.3%, [removed: from] [added: compared to] 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%.
Our Pumps & Process Solutions segment revenue [removed: decreased $14.5] [added: increased $384.6] million, or [removed: 1.1%,] [added: 29.1%,] from the prior year, attributable to an organic [removed: decline of 2.3% and a 0.5% decrease from a disposition, partially offset by acquisition-related] growth of [removed: 1.1% and] [added: 26.6%,] a favorable impact from foreign currency translation of [added: 1.9% and acquisition-related growth of] 0.6%.
The organic revenue decline was principally driven by continued [added: comparable] weakness in demand for compression components and aftermarket [removed: services,] [added: services due to lower activity in the North America upstream, midstream and downstream energy sector,] as well as continued slower demand for industrial pumps due to pandemic-related [removed: disruptions and weaker activity in the energy industry, which was partially offset by strong performance in the biopharma and plastics & polymers markets.][added: disruptions.]
[removed: Our Refrigeration] [added: Climate] & [removed: Food Equipment] [added: Sustainability Technologies] segment revenue [added: for the year ended December 31, 2020] decreased $80.5 million, or 5.8%, [removed: from] [added: compared to] the prior year, reflecting an organic revenue decline of [removed: 3.0% and] [added: 3.0%,] a disposition related decline of 2.9%, partially offset by a favorable impact from foreign currency translation of 0.1%.
[removed: From a geographic perspective, organic revenue] [added: Revenue] for the [removed: U.S., our largest market, declined 3.1%,] [added: U.S. grew 17.1%,] while [removed: organic] revenue in Europe and Asia [removed: declined 8.5%] [added: grew 21.1%] and [removed: 13.5%, respectively,] [added: all other geographic markets grew 15.9%] year over year.
Gross profit was [removed: $2.5] [added: $3.0] billion for the year ended December 31, [removed: 2020,] [added: 2021,] a [removed: decrease] [added: increase] of [removed: $146.9] [added: $495.8] million, or [removed: 5.6%,] [added: 20.0%,] as compared to the prior year.
[removed: Gross] [added: For the year ended December 31, 2020, gross] profit decreased [added: $146.9 million, or 5.6% to $2.5 billion compared with 2019, primarily] 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.
Gross profit margin expanded to [removed: 37.0%] [added: 37.6%] for the year ended December 31, [removed: 2020] [added: 2021] compared to [removed: 36.7%] [added: 37.0%] for the prior year.
Bookings [removed: decreased 4.4%] [added: increased 35.3%] over the prior year to [removed: $6.9] [added: $9.4] billion for the year ended December 31, [removed: 2020.][added: 2021.]
This included an organic bookings [removed: decline] [added: growth] of [removed: 4.6%,] [added: 31.9%,] a [removed: 0.6% decline due to dispositions, and an unfavorable] [added: favorable] impact due to foreign exchange rate of [removed: 0.2%, partially offset by] [added: 2.1% and] a [removed: 1.0%] [added: 1.5%] increase in acquisition-related [removed: bookings.][added: bookings, partially offset by a 0.2% decline due to dispositions.]
Overall, our book-to-bill increased from the prior year to [removed: 1.04.][added: 1.19.]
Backlog as of December 31, [removed: 2020] [added: 2021] was [removed: $1.8] [added: $3.2] billion, up from [removed: $1.5] [added: $1.8] billion from the prior year.
Backlog as of December 31, [removed: 2020] [added: 2021] included [removed: $0.5] [added: $0.8] billion, [removed: $0.2] [added: $0.4] billion, $0.2 billion, [removed: $0.4] [added: $0.7] billion and [removed: $0.5] [added: $1.2] billion in the Engineered Products, [removed: Fueling Solutions,] [added: Clean Energy & Fueling,] Imaging & Identification, Pumps & Process Solutions and [removed: Refrigeration] [added: Climate] & [removed: Food Equipment] [added: Sustainability Technologies] segments, respectively.
During the year ended December 31, [removed: 2020,] [added: 2021,] we executed rightsizing programs to further optimize operations.
Rightsizing charges of [removed: $51.5] [added: $38.4] million included restructuring charges of [removed: $44.5] [added: $26.7] million and other costs of [removed: $7.0] [added: $11.7] million.
Restructuring expense was [removed: comprised primarily of new actions executed] [added: incurred] in response to [removed: lower] demand [removed: driven by COVID-19] [added: conditions, asset charges related to a product line exit,] as well as [removed: continuing] broad-based [removed: selling, general and administrative expense reduction initiatives and broad-based] operational efficiency initiatives focusing on footprint [removed: consolidation, and operational optimization] [added: consolidation] and IT centralization.
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 [removed: Refrigeration] [added: Climate] & [removed: Food Equipment] [added: Sustainability Technologies] segment.
Additional programs, beyond the scope of the announced programs may be implemented during [removed: 2021] [added: 2022] with related restructuring charges.
During the year ended December 31, [removed: 2020,] [added: 2021,] we made a total of [removed: six] [added: nine] acquisitions totaling [removed: $335.8] [added: $1,125.1] million, net of cash [removed: acquired.][added: acquired and including contingent consideration.]
See Note [removed: 4] [added: 3] — Acquisitions in the Consolidated Financial Statements in Item 8 of this Form 10-K for further details regarding the businesses acquired during the year.
During the year ended December 31, [removed: 2020,] [added: 2021,] we purchased approximately [removed: 1.0] [added: 0.2] million shares of our common stock for a total cost of [removed: $106.3] [added: $21.6] million, or [removed: $108.54] [added: $118.27] per share.
We also continued our [removed: 65] [added: 66] year history of increasing our annual dividend per share and paid a total of [removed: $284.3] [added: $286.9] million in dividends to our shareholders.
We have [removed: enhanced health and safety measures across our facilities, including modifying] [added: modified] practices [added: 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 [removed: with respect to social distancing, physical separation, personal protective equipment and sanitization.][added: in our global network.]
The public health situation, [added: continued] global response measures and corresponding impacts on various markets remain fluid and uncertain and may lead to sudden changes in trajectory and outlook.
| *(dollars in thousands, except per share figures)* | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | | | | | | | | | | | [removed: 2019] [added: 2020] vs. [removed: 2018] [added: 2019] | | | | | | | | |
| Revenue | | | | | | $ | [removed: 6,683,760] [added: 7,907,081] | | | | | $ | [removed: 7,136,397] [added: 6,683,760] | | | | | $ | [removed: 6,992,118] [added: 7,136,397] | | | | | [removed: (6.3)] [added: 18.3] | | % | | | | | | | | | | [removed: 2.1] [added: (6.3)] | | % | | | | | | |
| Cost of goods and services | | | | | | [removed: 4,209,741] [added: 4,937,295] | | | | | | [removed: 4,515,459] [added: 4,209,741] | | | | | | [removed: 4,432,562] [added: 4,515,459] | | | | | | [removed: (6.8)] [added: 17.3] | | % | | | | | | | | | | [removed: 1.9] [added: (6.8)] | | % | | | | | | |
| Gross profit | | | | | | [removed: 2,474,019] [added: 2,969,786] | | | | | | [removed: 2,620,938] [added: 2,474,019] | | | | | | [removed: 2,559,556] [added: 2,620,938] | | | | | | [removed: (5.6)] [added: 20.0] | | % | | | | | | | | | | [removed: 2.4] [added: (5.6)] | | % | | | | | | |
| *Gross profit margin* | | | | | | [removed: *37.0*] [added: *37.6*] | | *%* | | | | [removed: *36.7*] [added: *37.0*] | | *%* | | | | [removed: *36.6*] [added: *36.7*] | | *%* | | | | [removed: *0.30*] [added: *0.60*] | | | | | | | | | | | | [removed: *0.10*] [added: *0.30*] | | | | | | | | |
| Selling, general and administrative expenses | | | | | | [removed: 1,541,032] [added: 1,688,278] | | | | | | [removed: 1,599,098] [added: 1,541,032] | | | | | | [removed: 1,716,444] [added: 1,599,098] | | | | | | [removed: (3.6)] [added: 9.6] | | % | | | | | | | | | | [removed: (6.8)] [added: (3.6)] | | % | | | | | | |
| *Selling, general and administrative expenses as a percent of revenue* | | | | | | [removed: *23.1*] [added: *21.4*] | | *%* | | | | [removed: *22.4*] [added: *23.1*] | | *%* | | | | [removed: *24.5*] [added: *22.4*] | | *%* | | | | [removed: *0.70*] [added: *(1.70)*] | | | | | | | | | | | | [removed: *(2.10)*] [added: *0.70*] | | | | | | | | |
| Loss on assets held for sale | | | | | | — | | | | | | [removed: 46,946] [added: —] | | | | | | [removed: —] [added: 46,946] | | | | | | nm* | | | | | | | | | | | | nm* | | | | | | | | |
| Operating [removed: Earnings] [added: earnings] | | | | | | [removed: 932,987] [added: 1,281,508] | | | | | | [removed: 974,894] [added: 932,987] | | | | | | [removed: 843,112] [added: 974,894] | | | | | | [removed: (4.3)] [added: 37.4] | | % | | | | | | | | | | [removed: 15.6] [added: (4.3)] | | % | | | | | | |
| Interest expense | | | | | | [removed: 111,937] [added: 106,319] | | | | | | [removed: 125,818] [added: 111,937] | | | | | | [removed: 130,972] [added: 125,818] | | | | | | [removed: (11.0)] [added: (5.0)] | | % | | | | | | | | | | [removed: (3.9)] [added: (11.0)] | | % | | | | | | |
| Interest income | | | | | | [removed: (3,571)] [added: (4,441)] | | | | | | [removed: (4,526)] [added: (3,571)] | | | | | | [removed: (8,881)] [added: (4,526)] | | | | | | [removed: (21.1)] [added: 24.4] | | % | | | | | | | | | | [removed: (49.0)] [added: (21.1)] | | % | | | | | | |
This growth included organic revenue growth of 15.3% driven by strong demand across all our segments reflecting robust macroeconomic trends, a favorable impact from foreign currency translation of 1.9% and 1.3% acquisition-related growth, partially offset by 0.2% impact from dispositions.
The organic revenue growth was primarily driven by robust demand in our key end-markets most notably in our vehicle service and industrial automation businesses, and strategic pricing initiatives which partially offset significant inflationary headwinds in this segment.
Our Clean Energy & Fueling segment revenue increased $171.9 million, or 11.6%, from prior year, reflecting organic growth of 5.8%, acquisition-related growth of 3.6% and a favorable impact from foreign currency translation of 2.2%.
The organic revenue growth was driven by solid demand in our North America and Europe, the Middle East, and Africa ("EMEA") retail fueling and vehicle wash businesses, along with pricing actions aimed at mitigating material, logistics and labor cost inflation.
Our Imaging & Identification segment revenue increased $125.2 million, or 12.1%, from the prior year, comprised of organic growth of 8.0%, a favorable impact from foreign currency translation of 2.8%, and acquisition-related growth of 1.3%.
The organic revenue growth was primarily driven by solid growth in new equipment and associated services and consumables, as well as serialization software sales in our marking and coding business and ongoing demand recovery in our digital textile printing business.
The organic revenue growth was principally driven by strong demand in the biopharma and hygienic markets especially for single use pumps and connectors used in biopharmaceutical production processes.
Our industrial pumps plastics and polymer processing solutions and bearings and compression components businesses also contributed to top-line growth on strong end market demand.
Our Climate & Sustainability Technologies segment revenue increased $292.1 million, or 22.2%, from the prior year, reflecting an organic revenue growth of 22.0% and a favorable impact from foreign currency translation of 1.3%, partially offset by a disposition related decline of 1.1%.
The organic growth was driven by robust demand in all of our key end-
[Table of](#i669e89da6bc143e586df2c8d115341a0_7) [Contents](#i669e89da6bc143e586df2c8d115341a0_7)
markets.
Beverage packaging production equipment revenues increased substantially from prior year, driven by continued favorable macro trends in the global beverage industry and shift to more recyclable packaging materials.
Our heat exchanger business experienced strong growth in Asia, regulation driven demand for energy-efficient heat pumps in Europe and strengthening commercial HVAC and industrial markets globally.
Retail refrigeration experienced broad-based growth, driven by increased remodel activity with key supermarket customers and growing demand for our environmentally friendly natural CO2 refrigerant systems in both Europe and the U.S.
This growth was broad-based, with all our segments posting increased sales in North America, Europe, Asia and Latin America as global demand continued to improve after the impact of operational and demand headwinds from the COVID-19 experienced in the prior year.
The increase was primarily due to growth in sales volume across all our segments benefited by pricing and favorable product mix partially offset by higher material, labor and logistics costs as well as production inefficiencies caused by intermittent constraints in production inputs and labor availability.
Bookings increased organically across all our segments primarily as a result of strong recovery from the global impact on customer demand from the COVID-19 pandemic.
The increase in backlog is primarily driven by higher order rates across all our segments.
The expenses were primarily a result of restructuring programs initiated in 2020 and 2021.
During the year ended December 31, 2021, we completed the sale of the Unified Brands ("UB"), a wholly owned subsidiary of the Company and we disposed of our equity method investment in Race Winning Brands ("RWB").
See Note 4 — Dispositions in the Consolidated Financial Statements in Item 8 of this Form 10-K for further details regarding the businesses disposed of during the year.
The COVID-19 outbreak and associated counter-acting measures implemented by governments and businesses around the world, as well as subsequent accelerated and robust recovery in global business activity, have increased uncertainty in the global business environment and led to supply chain disruptions and shortages in global markets for commodities, logistics and labor, as well as input cost inflation.
[Table of](#i669e89da6bc143e586df2c8d115341a0_7) [Contents](#i669e89da6bc143e586df2c8d115341a0_7)
In response to COVID-19, we have taken and continue to take measures to protect our workforce.
We have invested at the corporate center to provide oversight, enhance coordination and ensure robust safety protocols are present across our operations.
In addition, we have provided employee incentives for vaccinations and hosted vaccination clinics at a number of our facilities.
Activity in most of the end markets we serve improved throughout 2021, although demand in certain businesses such as textile printing, industrial winch and bearings and compression components is expected to take longer to recover to pre-pandemic levels with continued improvement expected in 2022.
The recovery in demand has had business impacts, including increased material cost inflation (principally steel), labor availability issues and logistics costs increases.
Some of our businesses have also been impacted from supplier component input availability issues.
Currently our expectation is that the impact of material cost inflation, labor constraints and logistics constraints and to some extent supplier component input availability will continue into 2022.
[Table of](#i669e89da6bc143e586df2c8d115341a0_7) [Contents](#i669e89da6bc143e586df2c8d115341a0_7)
| Gain on dispositions | | | | | | (206,338) | | | | | | (5,213) | | | | | | — | | | | | | nm* | | | | | | | | | | | | nm* | | | | | | | | |
| Net earnings | | | | | | $ | 1,123,818 | | | | | $ | 683,451 | | | | | $ | 677,918 | | | | | 64.4 | | % | | | | | | | | | | 0.8 | | % | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
For the year ended December 31, 2021, revenue increased $1.2 billion, or 18.3% to $7.9 billion compared with 2020, reflecting an organic growth of 15.3% driven by strong demand across all our segments reflecting robust macro-trends.
Acquisition-related growth increased by 1.3% led by our Clean Energy & Fueling and Imaging & Identification segments, partially offset by a 0.2% decrease from dispositions mainly due to the sale of our UB business within Climate & Sustainability Technologies segment.
Revenue also increased due to favorable foreign currency translation impact of 1.9%.
Overall, customer pricing favorably impacted revenue by 2.8% for the year ended December 31, 2021.
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%.
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.
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 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.
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.
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.
These restructuring charges were broad-based across all segments as well as corporate, with costs incurred of $10.3 million in Engineered Products, $6.7 million in Fueling Solutions, $5.9 million in Imaging & Identification, $13.4 million in Pumps & Process Solutions, $4.0 million in Refrigeration & Food Equipment and $4.1 million at Corporate.
We acquired Sys-Tech Solutions, Inc. ("Systech"), a leading provider of product traceability, regulatory compliance and brand-protection software and solutions to pharmaceutical and consumer products manufacturers, for $161.8 million, net of cash acquired, to strengthen the Imaging & Identification segment.
We acquired So.
Cal.
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 for $45.5 million, net of cash acquired, within the Engineered Products segment.
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.
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 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.
We also reduced our capital spending for the year, without deferring strategic ongoing initiatives.
In addition, we initiated restructuring actions to drive longer-term cost savings and are proactively managing our working capital.
Over the course of 2020, we experienced sequentially improving activity in most markets and geographies, though demand remains lower than historical averages across markets that we expect will take longer to fully recover, like our food equipment and digital textile businesses.
However, given sequential improvements in bookings in a majority of our markets late in 2020 and a higher year over year backlog, we expect continued improvement in our financial results in 2021.
| Gain on sale of business | | | | | | (5,213) | | | | | | — | | | | | | — | | | | | | nm* | | | | | | | | | | | | nm* | | | | | | | | |
| Earnings from continuing operations | | | | | | 683,451 | | | | | | 677,918 | | | | | | 591,145 | | | | | | 0.8 | | % | | | | | | | | | | 14.7 | | % | | | | | | |
An excerpt. Shown here: 40 of 284 rewritten, 40 of 170 added and 40 of 201 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2021 filing and the FY2020 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
0 rewritten, 1 added, 0 removed, 1 unchanged
[Table of](#i669e89da6bc143e586df2c8d115341a0_7) [Contents](#i669e89da6bc143e586df2c8d115341a0_7)
Item 1. BUSINESS
112 rewritten, 38 added, 41 removed, 132 unchanged
Dover Corporation is a diversified global manufacturer and solutions provider delivering innovative equipment and components, consumable supplies, aftermarket parts, software and digital solutions and support services through five operating segments: Engineered Products, [removed: Fueling Solutions,] [added: Clean Energy & Fueling,] Imaging & Identification, Pumps & Process Solutions, and [removed: Refrigeration] [added: Climate] & [removed: Food Equipment.][added: Sustainability Technologies.]
Dover is headquartered in Downers Grove, Illinois and currently employs approximately [removed: 23,000] [added: 25,000] people worldwide.
[removed: -] Our Engineered Products segment [removed: is a provider of] [added: provides] a wide range of [removed: products, software] [added: equipment, components, software, solutions] and services that have broad customer applications across a number of markets, [removed: including aftermarket vehicle service,] [added: including:] solid waste handling, [added: aftermarket vehicle service,] industrial automation, aerospace and defense, industrial winch and hoist, and fluid dispensing.
- Our [added: Clean Energy &] Fueling [removed: Solutions] segment [removed: is focused on providing] [added: provides] components, equipment, and software and service solutions enabling safe transport of [added: traditional and clean] fuels and other hazardous [removed: fluids] [added: substances] along the supply chain, as well as the safe and efficient operation of [added: convenience retail,] retail fueling and vehicle wash establishments.
[removed: - Our] [added: The companies in our] Imaging & Identification segment [removed: supplies] [added: are global suppliers of] precision marking and coding, [added: packaging intelligence,] product [removed: traceability] [added: traceability, brand protection,] and digital textile printing [removed: equipment,] [added: equipment and solutions,] as well as related consumables, software and services.
[removed: - Our] [added: The businesses in our] Pumps & Process Solutions segment [removed: manufactures] [added: manufacture] specialty pumps, [removed: fluid handling components,] [added: single-use pumps, connectors and flow meters,] plastics and [removed: polymer] [added: polymers] processing equipment, [removed: single use pumps, flow meters] and [removed: connectors, and highly engineered] [added: highly-engineered] components for rotating and reciprocating [removed: machines.][added: machinery.]
- Our [removed: Refrigeration] [added: Climate] & [removed: Food Equipment] [added: Sustainability Technologies] segment is a provider of innovative and energy-efficient equipment and systems that serve the commercial refrigeration, heating and cooling and [removed: food] [added: beverage container-making] equipment markets.
For more details, see Note [removed: 2] [added: 3] — [removed: Spin-off of Apergy Corporation] [added: Acquisitions] in the Consolidated Financial Statements in Item 8 of this Form 10-K.
[removed: details on] [added: For information related to] the impact of [added: the] COVID-19 [removed: to] [added: pandemic on] our business see Item 7.
We believe our business segment [removed: structure also] [added: structure, coupled with functional expertise at our lean corporate center,] 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.
[removed: We] [added: Our goal is to] foster an operating culture with high ethical and performance standards that values accountability, rigor, trust, inclusion, respect and open communications, designed to allow individual growth and operational effectiveness.
We are also [removed: committed to creating] [added: increasing our focus on maintaining] sustainable business practices that [removed: protect the environment,] [added: reduce environmental impact,] and [removed: through the development of] [added: developing] products that help our customers meet their sustainability goals.
[removed: First,] [added: First,] we are committed to achieving organic sales growth above that of gross domestic product [removed: (GDP+] [added: (greater than GDP] or 3% to 5% annually on average) over a long-term business cycle, absent prolonged adverse economic conditions, complemented by growth through strategic acquisitions.
[removed: Second,] [added: Second,] we continue to focus on improving returns on capital, as well as segment and corporate earnings margin by enhancing our operational capabilities and making investments across the organization in [removed: software and] digital [removed: applications,] [added: capabilities, automation,] operations management, information technology ("IT"), shared services (including Dover Business Services and [removed: the] [added: our] India Innovation Center), and talent.
We also focus on continuous, effective cost management and productivity initiatives, such as automation and digitally-supported manufacturing, supply chain optimization, [added: e-commerce and digital go-to-market,] restructuring, improved footprint utilization, strategic pricing and portfolio management.
[removed: Third,] [added: Third,] we aim to generate strong and growing free cash flow and earnings per share through strong earnings performance, productivity improvements and active working capital management.
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 [removed: time,] [added: time to markets with secular growth characteristics,] and pursue acquisitions that fit the characteristics of an ideal Dover business and (3) investing in talent development programs.
Our businesses have consistently enjoyed a customer base that chooses products primarily [removed: based on performance.]
Recurring demand, which includes parts, consumables, services and software, represents approximately [removed: 30%] [added: 35%] of our revenue.
[added: 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.
Capturing growth potential in our end-markets and [removed: adjacencies][added: adjacent market segments]
Dover’s business segments are focused on building enduring competitive advantages and leadership positions in markets [removed: that] we believe are positioned for sustained future growth.
We believe [removed: that] our businesses are among the top suppliers in most markets and niches [removed: that] we serve (as defined by customer applications, geographies or products), which positions us well to capture future growth.
We capitalize on our engineering, technology and design [removed: expertise] [added: expertise,] and maintain an intense focus on meeting the needs of our customers and [added: on] adding significant, and often new, value to their operations through superior product performance, [removed: safety and reliability] [added: safety, reliability,] and a commitment to aftermarket support.
We cultivate and maintain an entrepreneurial culture [added: to enable business agility,] and continuously innovate to address our customers’ [removed: needs] [added: needs,] to help them win in the markets they serve.
In particular, our businesses are well-positioned to capitalize [removed: on] [added: on:] growing industrial manufacturing and trade [removed: volumes,] [added: volumes;] adoption of digital [removed: technologies,] [added: technologies;] increasing requirements for sustainability, safety, energy efficiency and consumer product [removed: safety,] [added: safety;] and growth of the middle class and consumption in emerging economies.
Our Engineered Products segment is capitalizing on secular growth in waste generation and the increasing sophistication and automation of waste collection [removed: operations and] [added: operations,] increasing car parc, car age and miles driven, as well as increasing digitization and sensorization of modern vehicles.
Our [added: Clean Energy &] Fueling [removed: Solutions] segment benefits from the worldwide growth in [added: environmental] safety and compliance regulations, new infrastructure build-out in emerging economies, consolidation in the convenience retail sector, increased [removed: sophistication and] digitization of convenience stores and fuel retailing, [added: clean energy products,] as well as [removed: a] secular growth in automated vehicle wash systems and solutions (over manual and do-it-yourself washing).
Our Imaging & Identification segment leverages its unique product offering containing equipment, consumables, software and services to address market needs and [removed: requirements] [added: requirements,] including conversion to digital textile printing, increased demand for product traceability and brand protection, and consumer product safety.
Our Pumps & Process Solutions segment is focused [removed: on] [added: on:] capturing growth in its installed [removed: base and] [added: base; the] growing sophistication of fluid transfer and rotating machinery components within the [added: biopharma and hygienic markets;] chemical, plastics and polymer, industrial, mid and downstream oil & [removed: gas, biopharma] [added: gas;] and [removed: hygienic markets as well as] globalizing brands across geographies while expanding sales channels and engineering support.
Our [removed: Refrigeration] [added: Climate] & [removed: Food Equipment] [added: Sustainability Technologies] segment is responding to our customers’ demand for increased energy efficiency and sustainability in food retail merchandising solutions, as well as increasing demand for sustainable heating and cooling solutions and growing global demand for aluminum beverage [removed: cans.][added: containers.]
We aim to [removed: grow] [added: capture growth] by making organic investments in research and development, developing new products and technologies, improving digital capabilities, expanding our geographic coverage, and pursuing disciplined strategic acquisitions that will enhance our portfolio and position Dover for long-term growth.
We continually evaluate how our assets and capabilities can position [removed: Dover] [added: us] to grow in markets adjacent to our core businesses (for example, new applications, geographies, product segments or adjacent technologies) where [removed: Dover] [added: we] can be advantaged.
In addition to product innovation, we [removed: plan] [added: aim] to [removed: grow] [added: capture growth] by developing digital technologies.
We have continued to invest in this facility and our team of software developers, data scientists, and product managers to enhance our digital [removed: capability.][added: capabilities.]
[removed: The Digital Labs team is driving digital transformation across our businesses along the following three areas: (i) enhancing the customer experience through more] efficient and streamlined digital customer interfaces that make it easy to do business with Dover companies; (ii) developing connected software and machine learning augmented solutions built to integrate [added: into] and work with [removed: Dover's] [added: our] core equipment and component [removed: offerings in our end-markets;] [added: offerings;] and (iii) driving increased efficiency, safety and quality in our manufacturing operations by employing cutting-edge automation and “digital factory” solutions.
We believe [removed: that] the Digital Labs [removed: center enhances the effectiveness of] [added: center's contributions in these areas enable us to add significant value to] our products and [removed: fuels our] [added: to capture] commercial growth [removed: strategy.][added: opportunities.]
By leveraging a central resource for Industrial Internet of Things ("IIoT") and connected product initiatives, we are able to [removed: leverage efficiency of support infrastructure,] [added: capture efficiencies in our digital transformation efforts,] improve product security and offer better efficiency in software and sensor integration engineering to keep our projects cost-competitive.
We also focus on [removed: our] margin expansion [removed: program,] [added: initiatives] designed to reduce our selling, general and administrative cost base and rationalize our manufacturing and supply chain footprint across the portfolio.
Our margin expansion initiatives are focused on four core enterprise capabilities: (1) leverage our Digital Labs team to enhance our [added: internal and market-facing] digital capabilities, (2) improve utilization and optimization of our manufacturing footprint through centralized resources and investment, (3) further centralize shared services under Dover Business Services, and (4) invest in our India Innovation Center shared services.
We have changed the names of two of our segments (Fueling Solutions to Clean Energy & Fueling, and Refrigeration & Food Equipment to Climate & Sustainability Technologies) to reflect recent portfolio changes, as well as to better reflect markets and customers served as well as growth drivers of respective businesses in the two segments.
- Our Pumps & Process Solutions segment manufactures specialty pumps and flow meters, fluid connecting solutions, plastics and polymer processing equipment, and highly engineered precision components for rotating and reciprocating machines serving single-use biopharmaceutical production, diversified industrial manufacturing, polymer processing, midstream and downstream oil and gas and other end-markets.
based on their performance, track record, safety and compliance.
Additionally, many of our products enjoy recurring like-for-like replacement demand patterns.
The Digital Labs team is driving digital transformation across our businesses in three areas: (i) enhancing the customer experience through more
Dover Operational Excellence.
In 2019, we began to coordinate and oversee operations management from the corporate center of excellence through a team composed of functional experts in operational optimization, lean manufacturing, automation, HSE (Health, Safety and Environment) and complex project management.
Dover Business Services.
The scale of this team allows our businesses to access resources
We have been steadily investing in the build out and deployment of the above four enterprise capabilities in the past several years, including investing over $20 million in capital expenditures during 2019-2021, and significantly expanding the staff of experts and support personnel in key centers of excellence globally.
We pragmatically consider such opportunities as part of
Clean Energy & Fueling
Our Clean Energy & Fueling segment provides components, equipment and software, and service solutions enabling safe storage, transport.
In addition, our businesses serving the apparel and textile printing market develop, manufacture and sell equipment, software, consumables and service solutions used in digital textile, soft signage and specialty materials markets.
Climate & Sustainability Technologies
Other businesses in this segment design and manufacture machinery and associated spare parts used for beverage container-making.
Markets for multiple raw materials saw significant cost increases throughout 2021, as well as increases in transportation costs to deliver materials to our manufacturing sites, which we partially offset through price increases and other levers.
Additionally, supply chain disruptions have caused shortages of material inputs in several of our businesses, which negatively impacted profitability of such businesses as we were required to seek alternative sources of supply at higher costs or interrupt our normal manufacturing process flow leading to less efficient output and cost.
Attraction, Development, and Retention
Diversity and Inclusion
We view the diversity of our employees as a strength to better serve our customers and communities.
We also believe the diversity of our workforce enables us to attract new talent, keeps our employees engaged and productive, and advances innovation from ideas reflecting the broad diversity of our employees' backgrounds, experiences, and perspectives.
To that end, we have taken various actions to enhance diversity, including partnering with organizations that can support our efforts to identify and recruit talented and diverse candidates.
We aim to cultivate an inclusive culture that enables employees to feel connected to our business objectives and valued for their contributions.
One of the ways in which we seek to promote an inclusive work environment is by supporting our operating companies in establishing employee resource groups.
These groups allow for collaboration and serve as an open forum for networking, professional development, and mentoring.
We are committed to our efforts to maintain a work environment that is professional, inclusive, and free from discrimination and harassment.
To help educate our workforce on the benefits of an inclusive environment, and drive awareness, we have invested in training across the organization focused on diversity and inclusion topics.
Health and Safety
We regularly conduct self-assessments to examine our safety culture and processes.
In response to COVID-19, we have taken and continue to take measures to protect our workforce.
Human Capital Investments Related to Strategic Priorities
- Dover Digital Labs – We are continuing to leverage our Digital Labs team to improve our digital capabilities.
| Climate & Sustainability Technologies | | | | | | Panasonic (Hussman Corp.), Alfa Laval, Stolle Machinery | | |
| Clean Energy & Fueling | | | 45 | | % | | | | 45 | | % | | | | 52 | | % |
| Climate & Sustainability Technologies | | | 37 | | % | | | | 37 | | % | | | | 39 | | % |
Aligned with this commitment, in 2021, we announced science-based targets to reduce our greenhouse gas emissions.
These targets include an absolute reduction of scope 1 and scope 2 market-based greenhouse gas emissions of 30 percent by 2030, from a 2019 baseline year, and an absolute reduction of scope 3 greenhouse gas emissions of 15 percent by 2030, from a 2019 baseline year.
Spin-off of Energy Businesses
On May 9, 2018, we completed the spin-off of Apergy Corporation ("Apergy") to our shareholders.
Apergy consists of the upstream energy businesses previously included in our former Energy segment.
The transaction was completed through the pro rata distribution of 100% of the common stock of Apergy to Dover's shareholders of record as of the close of business on April 30, 2018.
Each Dover shareholder received one share of Apergy common stock for every two shares of Dover common stock held as of the record date.
Apergy changed its name to ChampionX Corporation on June 3, 2020.
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
Our businesses increasingly complement our component or equipment offerings with
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.
Additionally, we focus on improving margins and returns by rigorously capturing synergies from our acquisitions and providing best-in-class corporate support and services through a lean corporate center.
During 2020, we acquired six businesses for an aggregate consideration of $335.8 million, net of cash acquired.
Consistent with our acquisition program, we acquired these businesses to complement and expand upon existing operations within the Engineered Products, Fueling Solutions, Imaging & Identification, and Pumps & Process Solutions segments.
During 2019, we acquired three businesses for an aggregate consideration of $216.4 million, net of cash acquired and including contingent consideration.
We acquired these businesses to complement and expand upon existing operations within the Fueling Solutions and Pumps & Process Solutions segments.
During 2018, we acquired two businesses for an aggregate purchase price of $68.6 million, net of cash acquired, within the Pumps & Process Solutions and Refrigeration & Food Equipment segments.
Most of our efforts to streamline and improve the portfolio to less cyclical and higher growth businesses were completed in 2018 with the Apergy spin-off.
During the past three years (2018 through 2020) we have sold businesses for aggregate cash consideration of $43.6 million.
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.
("Finder") within the Pumps & Process Solutions segment, respectively.
During 2018, there were no other material dispositions aside from the spin-off of Apergy as previously discussed.
The financial position and results of operations for Apergy have been presented as discontinued operations for all periods presented.
The disposals in 2020 and 2019 did not represent strategic shifts in operations and, therefore, did not qualify for presentation as discontinued operations.
This structure increases management efficiency and better aligns Dover’s operations with its strategic initiatives and capital allocation priorities across its businesses.
Fueling Solutions
Additionally, Fueling Solutions supplies components used for the transfer of fuels and other critical liquids across the supply chain.
The businesses in our Pumps & Process Solutions segment manufacture specialty pumps, fluid handling components, plastics and polymers processing equipment, and highly-engineered components for rotating and reciprocating machines.
Refrigeration & Food Equipment
Other businesses in this segment design and manufacture commercial food service equipment and can-shaping machinery.
fluctuations.
commitment to the pursuit of operational excellence.
We believe that a healthy and safe workforce is an engaged workforce that is ready and able to contribute to our success.
| Refrigeration & Food Equipment | | | | | | Panasonic (Hussman Corp.), Alfa Laval, Welbilt Corp, Illinois Tool Works, Middleby Corp., Stolle Machinery | | |
| Fueling Solutions | | | 45 | | % | | | | 52 | | % | | | | 54 | | % |
| Refrigeration & Food Equipment | | | 37 | | % | | | | 39 | | % | | | | 38 | | % |
An excerpt. Shown here: 40 of 112 rewritten, all 38 added and 40 of 41 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2021 filing and the FY2020 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 0 unchanged
See [removed: Part II, Item 8, Notes to Consolidated Financial Statements,] Note [removed: 17] [added: 16] — Commitments and Contingent [removed: Liabilities.][added: Liabilities in the Consolidated Financial Statements in Item 8 of this Form 10-K.]
Cover and table of contents
29 rewritten, 9 added, 9 removed, 63 unchanged
For fiscal year ended December 31, [removed: 2020][added: 2021]
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: 2020] [added: 2021] was [removed: $13,862,183,340.][added: $21,609,554,242.]
The registrant’s closing price as reported on the New York Stock Exchange-Composite Transactions for June 30, [removed: 2020] [added: 2021] was [removed: $96.56] [added: $150.60] per share.
The number of outstanding shares of the registrant’s common stock as of February [removed: 2, 2021] [added: 1, 2022] was [removed: 143,649,247.][added: 144,054,607.]
Documents Incorporated by Reference: Part III — Certain Portions of the Proxy Statement for Annual Meeting of Shareholders to be held on May [removed: 7, 2021] [added: 6, 2022] (the [removed: “2021] [added: “2022] Proxy Statement”).
Some of these statements may be indicated by words such as “may”, “anticipate”, “expect”, believe”, “intend”, [added: "continue",] “guidance”, “estimates”, “suggest”, “will”, “plan”, “should”, “would”, “could”, “forecast” and other words and terms that use the future tense or have a similar meaning.
Forward-looking statements are based on current expectations and are subject to numerous important risks, uncertainties, [removed: assumptions] and [removed: other factors, some of which are beyond the Company’s control.][added: assumptions, including those described in Item 1A, "Risk Factors" in this Annual Report on Form 10-K.]
Factors that could cause actual results to differ materially from current expectations include, among other [removed: things,] [added: things:] the impacts of [removed: COVID-19,] [added: COVID-19] or other future [removed: pandemics,] [added: pandemics] on the global economy and on our customers, suppliers, employees, business and cash [removed: flows,] [added: flows; supply chain constraints and labor shortages that could result in production stoppages, inflation in material input costs and increased transportation costs;] other general economic conditions and conditions in the particular markets in which we [removed: operate,] [added: operate;] changes in customer demand and capital [removed: spending,] [added: spending;] competitive factors and pricing [removed: pressures,] [added: pressures;] our ability to develop and launch new products in a cost-effective [removed: manner,] [added: manner;] changes in law, including [added: the effect of tax laws and] developments with respect to trade policy and [removed: tariffs,] [added: tariffs;] our ability to identify and complete acquisitions and integrate and realize synergies from newly acquired [removed: businesses,] [added: businesses;] the impact of interest rate and currency exchange rate [removed: fluctuations,] [added: fluctuations;] capital allocation plans and changes in those plans, including with respect to dividends, share repurchases, investments in research and development, capital expenditures and [removed: acquisitions, changes in material costs or the supply of input materials,] [added: acquisitions; our ability to derive expected benefits from restructurings, productivity initiatives and other cost reduction actions;] the impact of legal compliance risks and litigation, including with respect to product quality and safety, cybersecurity [removed: with respect to IT systems] and [removed: digital solutions and privacy,] [added: privacy;] and our ability to capture and protect intellectual property rights.
The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or [removed: otherwise.][added: otherwise, except as required by law.]
| [Item [removed: 1.](#ie81c245810724e12aa81eb9f59f838b2_16)] [added: 1.](#i669e89da6bc143e586df2c8d115341a0_16)] | | | [removed: [Business](#ie81c245810724e12aa81eb9f59f838b2_16)] [added: [Business](#i669e89da6bc143e586df2c8d115341a0_16)] | | | [removed: [4](#ie81c245810724e12aa81eb9f59f838b2_16)] [added: [4](#i669e89da6bc143e586df2c8d115341a0_16)] | | |
| [Item [removed: 1A.](#ie81c245810724e12aa81eb9f59f838b2_22)] [added: 1A.](#i669e89da6bc143e586df2c8d115341a0_19)] | | | [Risk [removed: Factors](#ie81c245810724e12aa81eb9f59f838b2_22)] [added: Factors](#i669e89da6bc143e586df2c8d115341a0_19)] | | | [removed: [15](#ie81c245810724e12aa81eb9f59f838b2_22)] [added: [16](#i669e89da6bc143e586df2c8d115341a0_19)] | | |
| [Item [removed: 1B.](#ie81c245810724e12aa81eb9f59f838b2_25)] [added: 1B.](#i669e89da6bc143e586df2c8d115341a0_22)] | | | [Unresolved Staff [removed: Comments](#ie81c245810724e12aa81eb9f59f838b2_25)] [added: Comments](#i669e89da6bc143e586df2c8d115341a0_22)] | | | [removed: [21](#ie81c245810724e12aa81eb9f59f838b2_25)] [added: [22](#i669e89da6bc143e586df2c8d115341a0_22)] | | |
| [Item [removed: 2.](#ie81c245810724e12aa81eb9f59f838b2_28)] [added: 2.](#i669e89da6bc143e586df2c8d115341a0_25)] | | | [removed: [Properties](#ie81c245810724e12aa81eb9f59f838b2_28)] [added: [Properties](#i669e89da6bc143e586df2c8d115341a0_25)] | | | [removed: [22](#ie81c245810724e12aa81eb9f59f838b2_28)] [added: [23](#i669e89da6bc143e586df2c8d115341a0_25)] | | |
| [Item [removed: 3.](#ie81c245810724e12aa81eb9f59f838b2_31)] [added: 3.](#i669e89da6bc143e586df2c8d115341a0_28)] | | | [Legal [removed: Proceedings](#ie81c245810724e12aa81eb9f59f838b2_31)] [added: Proceedings](#i669e89da6bc143e586df2c8d115341a0_28)] | | | [removed: [22](#ie81c245810724e12aa81eb9f59f838b2_31)] [added: [23](#i669e89da6bc143e586df2c8d115341a0_28)] | | |
| [Item [removed: 4.](#ie81c245810724e12aa81eb9f59f838b2_34)] [added: 4.](#i669e89da6bc143e586df2c8d115341a0_31)] | | | [Mine Safety [removed: Disclosures](#ie81c245810724e12aa81eb9f59f838b2_34)] [added: Disclosures](#i669e89da6bc143e586df2c8d115341a0_31)] | | | [removed: [22](#ie81c245810724e12aa81eb9f59f838b2_34)] [added: [23](#i669e89da6bc143e586df2c8d115341a0_31)] | | |
| | | | [Information About Our Executive [removed: Officers](#ie81c245810724e12aa81eb9f59f838b2_37)] [added: Officers](#i669e89da6bc143e586df2c8d115341a0_34)] | | | [removed: [23](#ie81c245810724e12aa81eb9f59f838b2_37)] [added: [24](#i669e89da6bc143e586df2c8d115341a0_34)] | | |
| [Item [removed: 5.](#ie81c245810724e12aa81eb9f59f838b2_43)] [added: 5.](#i669e89da6bc143e586df2c8d115341a0_40)] | | | [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#ie81c245810724e12aa81eb9f59f838b2_43)] [added: Securities](#i669e89da6bc143e586df2c8d115341a0_40)] | | | [removed: [24](#ie81c245810724e12aa81eb9f59f838b2_43)] [added: [25](#i669e89da6bc143e586df2c8d115341a0_40)] | | |
| [Item [removed: 7.](#ie81c245810724e12aa81eb9f59f838b2_49)] [added: 7.](#i669e89da6bc143e586df2c8d115341a0_46)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie81c245810724e12aa81eb9f59f838b2_49)] [added: Operations](#i669e89da6bc143e586df2c8d115341a0_46)] | | | [removed: [27](#ie81c245810724e12aa81eb9f59f838b2_49)] [added: [28](#i669e89da6bc143e586df2c8d115341a0_46)] | | |
| [Item [removed: 7A.](#ie81c245810724e12aa81eb9f59f838b2_88)] [added: 7A.](#i669e89da6bc143e586df2c8d115341a0_76)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie81c245810724e12aa81eb9f59f838b2_88)] [added: Risk](#i669e89da6bc143e586df2c8d115341a0_76)] | | | [removed: [56](#ie81c245810724e12aa81eb9f59f838b2_88)] [added: [56](#i669e89da6bc143e586df2c8d115341a0_76)] | | |
| [Item [removed: 8.](#ie81c245810724e12aa81eb9f59f838b2_91)] [added: 8.](#i669e89da6bc143e586df2c8d115341a0_79)] | | | [Financial Statements and Supplementary [removed: Data](#ie81c245810724e12aa81eb9f59f838b2_91)] [added: Data](#i669e89da6bc143e586df2c8d115341a0_79)] | | | [removed: [57](#ie81c245810724e12aa81eb9f59f838b2_91)] [added: [57](#i669e89da6bc143e586df2c8d115341a0_79)] | | |
| [Item [removed: 9.](#ie81c245810724e12aa81eb9f59f838b2_238)] [added: 9.](#i669e89da6bc143e586df2c8d115341a0_208)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ie81c245810724e12aa81eb9f59f838b2_238)] [added: Disclosure](#i669e89da6bc143e586df2c8d115341a0_208)] | | | [removed: [108](#ie81c245810724e12aa81eb9f59f838b2_238)] [added: [109](#i669e89da6bc143e586df2c8d115341a0_208)] | | |
| [Item [removed: 9A.](#ie81c245810724e12aa81eb9f59f838b2_241)] [added: 9A.](#i669e89da6bc143e586df2c8d115341a0_211)] | | | [Controls and [removed: Procedures](#ie81c245810724e12aa81eb9f59f838b2_241)] [added: Procedures](#i669e89da6bc143e586df2c8d115341a0_211)] | | | [removed: [108](#ie81c245810724e12aa81eb9f59f838b2_241)] [added: [109](#i669e89da6bc143e586df2c8d115341a0_211)] | | |
| [Item [removed: 9B.](#ie81c245810724e12aa81eb9f59f838b2_244)] [added: 9B.](#i669e89da6bc143e586df2c8d115341a0_214)] | | | [Other [removed: Information](#ie81c245810724e12aa81eb9f59f838b2_244)] [added: Information](#i669e89da6bc143e586df2c8d115341a0_214)] | | | [removed: [108](#ie81c245810724e12aa81eb9f59f838b2_244)] [added: [109](#i669e89da6bc143e586df2c8d115341a0_214)] | | |
| [Item [removed: 10.](#ie81c245810724e12aa81eb9f59f838b2_250)] [added: 10.](#i669e89da6bc143e586df2c8d115341a0_220)] | | | [Directors and Executive Officers and Corporate [removed: Governance](#ie81c245810724e12aa81eb9f59f838b2_250)] [added: Governance](#i669e89da6bc143e586df2c8d115341a0_220)] | | | [removed: [109](#ie81c245810724e12aa81eb9f59f838b2_250)] [added: [111](#i669e89da6bc143e586df2c8d115341a0_220)] | | |
| [Item [removed: 11.](#ie81c245810724e12aa81eb9f59f838b2_253)] [added: 11.](#i669e89da6bc143e586df2c8d115341a0_223)] | | | [Executive [removed: Compensation](#ie81c245810724e12aa81eb9f59f838b2_253)] [added: Compensation](#i669e89da6bc143e586df2c8d115341a0_223)] | | | [removed: [109](#ie81c245810724e12aa81eb9f59f838b2_253)] [added: [112](#i669e89da6bc143e586df2c8d115341a0_223)] | | |
| [Item [removed: 12.](#ie81c245810724e12aa81eb9f59f838b2_256)] [added: 12.](#i669e89da6bc143e586df2c8d115341a0_226)] | | | [Security Ownership of certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#ie81c245810724e12aa81eb9f59f838b2_256)] [added: Matters](#i669e89da6bc143e586df2c8d115341a0_226)] | | | [removed: [110](#ie81c245810724e12aa81eb9f59f838b2_256)] [added: [112](#i669e89da6bc143e586df2c8d115341a0_226)] | | |
| [Item [removed: 13.](#ie81c245810724e12aa81eb9f59f838b2_259)] [added: 13.](#i669e89da6bc143e586df2c8d115341a0_229)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#ie81c245810724e12aa81eb9f59f838b2_259)] [added: Independence](#i669e89da6bc143e586df2c8d115341a0_229)] | | | [removed: [111](#ie81c245810724e12aa81eb9f59f838b2_259)] [added: [113](#i669e89da6bc143e586df2c8d115341a0_229)] | | |
| [Item [removed: 14](#ie81c245810724e12aa81eb9f59f838b2_262).] [added: 14](#i669e89da6bc143e586df2c8d115341a0_232).] | | | [Principal Accountant Fees and [removed: Services](#ie81c245810724e12aa81eb9f59f838b2_262)] [added: Services](#i669e89da6bc143e586df2c8d115341a0_232)] | | | [removed: [111](#ie81c245810724e12aa81eb9f59f838b2_262)] [added: [113](#i669e89da6bc143e586df2c8d115341a0_232)] | | |
| [Item [removed: 15.](#ie81c245810724e12aa81eb9f59f838b2_268)] [added: 15.](#i669e89da6bc143e586df2c8d115341a0_238)] | | | [removed: [Exhibits, Financial] [added: [Exhibits](#i669e89da6bc143e586df2c8d115341a0_238) [and](#i669e89da6bc143e586df2c8d115341a0_238) [Financial] Statement [removed: Schedules](#ie81c245810724e12aa81eb9f59f838b2_268)] [added: Schedules](#i669e89da6bc143e586df2c8d115341a0_238)] | | | [removed: [112](#ie81c245810724e12aa81eb9f59f838b2_268)] [added: [114](#i669e89da6bc143e586df2c8d115341a0_238)] | | |
Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
| [PART I](#i669e89da6bc143e586df2c8d115341a0_13) | | | | | | | | |
| [PART II](#i669e89da6bc143e586df2c8d115341a0_37) | | | | | | | | |
| [Item 6.](#i669e89da6bc143e586df2c8d115341a0_43) | | | [\[](#i669e89da6bc143e586df2c8d115341a0_43)[R](#i669e89da6bc143e586df2c8d115341a0_43)[eserve](#i669e89da6bc143e586df2c8d115341a0_43)[d](#i669e89da6bc143e586df2c8d115341a0_43)[\]](#i669e89da6bc143e586df2c8d115341a0_43) | | | [27](#i669e89da6bc143e586df2c8d115341a0_43) | | |
| [Item 9](#i669e89da6bc143e586df2c8d115341a0_1241)[C](#i669e89da6bc143e586df2c8d115341a0_1241)[.](#i669e89da6bc143e586df2c8d115341a0_1241) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i669e89da6bc143e586df2c8d115341a0_1241) | | | [110](#i669e89da6bc143e586df2c8d115341a0_1241) | | |
| [PART III](#i669e89da6bc143e586df2c8d115341a0_217) | | | | | | | | |
| [PART IV](#i669e89da6bc143e586df2c8d115341a0_235) | | | | | | | | |
| [Item 16.](#i669e89da6bc143e586df2c8d115341a0_241) | | | [Form 10-K](#i669e89da6bc143e586df2c8d115341a0_241) [S](#i669e89da6bc143e586df2c8d115341a0_241)[ummary](#i669e89da6bc143e586df2c8d115341a0_241) | | | [118](#i669e89da6bc143e586df2c8d115341a0_241) | | |
| [SIGNATURES](#i669e89da6bc143e586df2c8d115341a0_244) | | | | | | [119](#i669e89da6bc143e586df2c8d115341a0_244) | | |
Certain of these risks and uncertainties are described in more detail in Item 1A.
"Risk Factors" of this Annual Report on Form 10-K.
| [PART I](#ie81c245810724e12aa81eb9f59f838b2_13) | | | | | | | | |
| [PART II](#ie81c245810724e12aa81eb9f59f838b2_40) | | | | | | | | |
| [Item 6.](#ie81c245810724e12aa81eb9f59f838b2_46) | | | [Selected Financial Data](#ie81c245810724e12aa81eb9f59f838b2_46) | | | [26](#ie81c245810724e12aa81eb9f59f838b2_46) | | |
| [PART III](#ie81c245810724e12aa81eb9f59f838b2_247) | | | | | | | | |
| [PART IV](#ie81c245810724e12aa81eb9f59f838b2_265) | | | | | | | | |
| [Item 16.](#ie81c245810724e12aa81eb9f59f838b2_271) | | | [Summary](#ie81c245810724e12aa81eb9f59f838b2_271) | | | [115](#ie81c245810724e12aa81eb9f59f838b2_271) | | |
| [SIGNATURES](#ie81c245810724e12aa81eb9f59f838b2_274) | | | | | | [116](#ie81c245810724e12aa81eb9f59f838b2_274) | | |
Item 2. PROPERTIES
7 rewritten, 4 added, 4 removed, 9 unchanged
The number, type, location and size of the properties used by our operations as of December 31, [removed: 2020] [added: 2021] are shown in the following charts, by segment:
| Engineered Products | | | [removed: 29] [added: 33] | | | | | | [removed: 17] [added: 14] | | | | | | [removed: 10] [added: 7] | | | | | | [removed: 56] [added: 1] | | | | | | [removed: 2,855] [added: 55] | | | | | | [removed: 1,201] [added: 1] | | | [added: | | | 7 | | |]
| Imaging & Identification | | | [removed: 12] [added: 10] | | | | | | [removed: 15] [added: 33] | | | | | | [removed: 60] [added: 23] | | | | | | [removed: 87] [added: 1] | | | | | | [removed: 697] [added: 67] | | | | | | [removed: 928] [added: 1] | | | [added: | | | 11 | | |]
| Pumps & Process Solutions | | | [removed: 38] [added: 29] | | | | | | [removed: 7] [added: 18] | | | | | | [removed: 24] [added: 8] | | | | | | [removed: 69] [added: 3] | | | | | | [removed: 3,251] [added: 58] | | | | | | [removed: 896] [added: 1] | | | [added: | | | 11 | | |]
| Engineered Products | | | [removed: 34 | | | | | | 14] [added: 26] | | | | | | [removed: 5] [added: 19] | | | | | | [removed: 1] [added: 10] | | | | | | [removed: 54] [added: 55] | | | | | | [removed: 1] [added: 2,908] | | | | | | [removed: 8] [added: 1,175] | | |
| Imaging & Identification | | | [removed: 10 | | | | | | 36] [added: 13] | | | | | | [removed: 22] [added: 15] | | | | | | [removed: 1] [added: 58] | | | | | | [removed: 69] [added: 86] | | | | | | [removed: 1] [added: 689] | | | | | | [removed: 11] [added: 1,068] | | |
| Pumps & Process Solutions | | | [removed: 31 | | | | | | 17] [added: 39] | | | | | | [removed: 8] [added: 6] | | | | | | [removed: 4] [added: 20] | | | | | | [removed: 60] [added: 65] | | | | | | [removed: 1] [added: 3,044] | | | | | | [removed: 12] [added: 924] | | |
| Clean Energy & Fueling | | | 29 | | | | | | 8 | | | | | | 29 | | | | | | 66 | | | | | | 1,458 | | | | | | 1,889 | | |
| Climate & Sustainability Technologies | | | 20 | | | | | | 15 | | | | | | 13 | | | | | | 48 | | | | | | 965 | | | | | | 2,184 | | |
| Clean Energy & Fueling | | | 25 | | | | | | 16 | | | | | | 10 | | | | | | 2 | | | | | | 53 | | | | | | 1 | | | | | | 11 | | |
| Climate & Sustainability Technologies | | | 23 | | | | | | 11 | | | | | | 8 | | | | | | 4 | | | | | | 46 | | | | | | 1 | | | | | | 9 | | |
| Fueling Solutions | | | 30 | | | | | | 10 | | | | | | 24 | | | | | | 64 | | | | | | 1,128 | | | | | | 1,918 | | |
| Refrigeration & Food Equipment | | | 23 | | | | | | 24 | | | | | | 18 | | | | | | 65 | | | | | | 1,406 | | | | | | 2,633 | | |
| Fueling Solutions | | | 16 | | | | | | 17 | | | | | | 10 | | | | | | 3 | | | | | | 46 | | | | | | 1 | | | | | | 12 | | |
| Refrigeration & Food Equipment | | | 29 | | | | | | 17 | | | | | | 8 | | | | | | 5 | | | | | | 59 | | | | | | 1 | | | | | | 10 | | |
Item 4. MINE SAFETY DISCLOSURES
10 rewritten, 0 added, 0 removed, 7 unchanged
Our executive officers as of February [removed: 12, 2021,] [added: 11, 2022,] and their positions with Dover (and, where relevant, prior business experience) for the past five years, are as follows:
| Richard J. Tobin | | | | | | [removed: 57] [added: 58] | | | | | | 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: 60] [added: 61] | | | | | | Senior Vice President, Human Resources (since January 2020) of Dover; prior thereto Senior Vice President and Chief Human Resources 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: 54] [added: 55] | | | | | | Senior Vice President, General Counsel and Secretary (since January 2013) of Dover. | | |
| Brad M. Cerepak | | | | | | [removed: 61] [added: 62] | | | | | | Senior Vice President and Chief Financial Officer (since May 2011) of Dover. | | |
| Girish Juneja | | | | | | [removed: 51] [added: 52] | | | | | | 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: 46] [added: 47] | | | | | | 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 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: 54] [added: 55] | | | | | | Vice President, Tax (since June 2016) of Dover; prior thereto Director, Domestic Tax (June 2003 to June 2016) of Dover. | | |
| James M. Moran | | | | | | [removed: 55] [added: 56] | | | | | | 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 [removed: 2015) .] [added: 2015).] | | |
| Ryan W. Paulson | | | | | | [removed: 47] [added: 48] | | | | | | 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). | | |
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
5 rewritten, 7 added, 11 removed, 29 unchanged
During the year ended December 31, [removed: 2020,] [added: 2021,] under our [removed: February 2018] [added: November 2020] standing share repurchase authorization, which [removed: expired] [added: began] on [removed: December 31, 2020, the Company] [added: January 1, 2021, we] purchased [removed: 979,165] [added: 182,951] shares of common stock at a total cost of [removed: $106,279] [added: $21,637] or [removed: $108.54] [added: $118.27] per share.
Dover Corporation, S&P 500 Index, [added: S&P 500 Industrials Index, Old] Peer Group Index
[removed: ][added: ]
This graph assumes $100 invested on December 31, [removed: 2015] [added: 2016] in Dover common stock, the S&P 500 [removed: index] [added: Index, the S&P 500 Industrials Index,] and [removed: a peer group index.][added: an Old Peer Group Index.]
The [removed: 2020 peer] [added: Old Peer Group] index consists of the following 29 public companies selected by Dover.
As of February 1, 2022, there were 1,264 holders of record of Dover common stock.
This share repurchase authorization replaced the February 2018 share repurchase authorization.
No share repurchases were made under the November 2020 authorization during the three months ended December 31, 2021.
As of December 31, 2021, 19,817,049 shares remain authorized for repurchase under the November 2020 share repurchase authorization.
The 2021 new peer index group consists of the S&P 500 Industrials Index.
We re-examined our Old Peer Group and concluded that our diversified portfolio of businesses, which evolves in accordance with our acquisition and disposition initiatives, is better benchmarked against a broad set of industrial manufacturing peers represented by the S&P 500 Industrials Index rather than a constant group of peers, each with limited overlap with our portfolio.
Moreover, the companies within the Old Peer Group have undertaken and may continue to undertake mergers, spin-offs, split-offs, or other strategic transactions that could potentially cause those companies to no longer be considered peers.
The number of holders of record of Dover common stock as of February 2, 2021 was approximately 18,639.
This figure includes participants in our domestic 401(k) program.
The total number of shares purchased by month during the fourth quarter of 2020 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number (or Approximate Dollar Value in Thousands) of Shares that May Yet Be Purchased under the Plans or Program | | |
| Period | | | | | | | | | | | | February 2018 Program | | | | | | | | | | | |
| 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 | | |
Item 6. [RESERVED]
0 rewritten, 2 added, 25 removed, 0 unchanged
Not required.
[Table of](#i669e89da6bc143e586df2c8d115341a0_7) [Contents](#i669e89da6bc143e586df2c8d115341a0_7)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| *in thousands except per share data* | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |
| Revenue | | | | | | $ | 6,683,760 | | | | | $ | 7,136,397 | | | | | $ | 6,992,118 | | | | | $ | 6,820,886 | | | | | $ | 6,043,224 | |
| Earnings from continuing operations | | | | | | 683,451 | | | | | | 677,918 | | | | | | 591,145 | | | | | | 746,663 | | | | | | 502,128 | | |
| (Loss) earnings from discontinued operations | | | | | | — | | | | | | — | | | | | | (20,878) | | | | | | 65,002 | | | | | | 6,764 | | |
| Net earnings | | | | | | 683,451 | | | | | | 677,918 | | | | | | 570,267 | | | | | | 811,665 | | | | | | 508,892 | | |
| Basic earnings (loss) per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | | | | | $ | 4.74 | | | | | $ | 4.67 | | | | | $ | 3.94 | | | | | $ | 4.80 | | | | | $ | 3.23 | |
| Discontinued operations | | | | | | — | | | | | | — | | | | | | (0.14) | | | | | | 0.42 | | | | | | 0.04 | | |
| Net earnings | | | | | | 4.74 | | | | | | 4.67 | | | | | | 3.80 | | | | | | 5.21 | | | | | | 3.28 | | |
| Weighted average basic shares outstanding | | | | | | 144,050 | | | | | | 145,198 | | | | | | 149,874 | | | | | | 155,685 | | | | | | 155,231 | | |
| Diluted earnings (loss) per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | | | | | $ | 4.70 | | | | | $ | 4.61 | | | | | $ | 3.89 | | | | | $ | 4.73 | | | | | $ | 3.21 | |
| Discontinued operations | | | | | | — | | | | | | — | | | | | | (0.14) | | | | | | 0.41 | | | | | | 0.04 | | |
| Net earnings | | | | | | 4.70 | | | | | | 4.61 | | | | | | 3.75 | | | | | | 5.15 | | | | | | 3.25 | | |
| Weighted average diluted shares outstanding | | | | | | 145,393 | | | | | | 146,992 | | | | | | 152,133 | | | | | | 157,744 | | | | | | 156,636 | | |
| Dividends per common share | | | | | | $ | 1.97 | | | | | $ | 1.94 | | | | | $ | 1.90 | | | | | $ | 1.82 | | | | | $ | 1.72 | |
| Capital expenditures | | | | | | $ | 165,692 | | | | | $ | 186,804 | | | | | $ | 170,994 | | | | | $ | 170,068 | | | | | $ | 139,578 | |
| Depreciation and amortization | | | | | | 279,051 | | | | | | 272,287 | | | | | | 282,580 | | | | | | 283,278 | | | | | | 249,672 | | |
| Total assets (1) | | | | | | 9,152,074 | | | | | | 8,669,477 | | | | | | 8,365,771 | | | | | | 10,658,359 | | | | | | 10,130,325 | | |
| Total long-term debt, including current maturities | | | | | | 3,108,829 | | | | | | 2,985,716 | | | | | | 2,943,660 | | | | | | 3,336,713 | | | | | | 3,207,632 | | |
All results and data in the table above reflect continuing operations, unless otherwise noted.
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 2020, 2019 and 2018 acquisitions and disposed and discontinued operations.
(1) Includes assets from discontinued operations
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
633 rewritten, 375 added, 284 removed, 1,003 unchanged
| [removed: [58](#ie81c245810724e12aa81eb9f59f838b2_94)] [added: [58](#i669e89da6bc143e586df2c8d115341a0_82)] | | | [Management's Report on Internal Control Over Financial [removed: Reporting](#ie81c245810724e12aa81eb9f59f838b2_94)] [added: Reporting](#i669e89da6bc143e586df2c8d115341a0_82)] | | |
| [removed: [59](#ie81c245810724e12aa81eb9f59f838b2_97)] [added: [59](#i669e89da6bc143e586df2c8d115341a0_85)] | | | [Report of Independent Registered Public Accounting [removed: Firm](#ie81c245810724e12aa81eb9f59f838b2_97)] [added: Fir](#i669e89da6bc143e586df2c8d115341a0_85)[m (PCAOB ID](#i669e89da6bc143e586df2c8d115341a0_85) 238[)](#i669e89da6bc143e586df2c8d115341a0_85)] | | |
| [removed: [61](#ie81c245810724e12aa81eb9f59f838b2_100)] [added: [61](#i669e89da6bc143e586df2c8d115341a0_88)] | | | [Consolidated Statements of [removed: Earnings](#ie81c245810724e12aa81eb9f59f838b2_100)] [added: Earnings](#i669e89da6bc143e586df2c8d115341a0_88)] | | |
| [removed: [62](#ie81c245810724e12aa81eb9f59f838b2_103)] [added: [62](#i669e89da6bc143e586df2c8d115341a0_91)] | | | [Consolidated Statements of Comprehensive [removed: Earnings](#ie81c245810724e12aa81eb9f59f838b2_103)] [added: Earnings](#i669e89da6bc143e586df2c8d115341a0_91)] | | |
| [removed: [63](#ie81c245810724e12aa81eb9f59f838b2_106)] [added: [63](#i669e89da6bc143e586df2c8d115341a0_94)] | | | [Consolidated Balance [removed: Sheets](#ie81c245810724e12aa81eb9f59f838b2_106)] [added: Sheets](#i669e89da6bc143e586df2c8d115341a0_94)] | | |
| [removed: [64](#ie81c245810724e12aa81eb9f59f838b2_109)] [added: [64](#i669e89da6bc143e586df2c8d115341a0_97)] | | | [Consolidated Statements of Stockholders' [removed: Equity](#ie81c245810724e12aa81eb9f59f838b2_109)] [added: Equity](#i669e89da6bc143e586df2c8d115341a0_97)] | | |
| [removed: [65](#ie81c245810724e12aa81eb9f59f838b2_112)] [added: [65](#i669e89da6bc143e586df2c8d115341a0_100)] | | | [Consolidated Statements of Cash [removed: Flows](#ie81c245810724e12aa81eb9f59f838b2_112)] [added: Flows](#i669e89da6bc143e586df2c8d115341a0_100)] | | |
[removed: | [66](#ie81c245810724e12aa81eb9f59f838b2_115) | | | [Notes to Consolidated Financial Statements](#ie81c245810724e12aa81eb9f59f838b2_115) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]
Based on its assessment under the criteria set forth in *Internal Control — Integrated Framework* (2013), management concluded that, as of December 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
We have audited the accompanying consolidated balance sheets of Dover Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] including the related notes and financial statement schedule listed in the accompanying index [removed: for each of the three years in the period ended December 31, 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: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] 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: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: 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 [added: 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: 10] [added: 9] to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $4.073] [added: $4.559] billion as of December 31, [removed: 2020.][added: 2021.]
| /s/ [removed: PricewaterhouseCoopers LLP] | | | [removed: | | |] [added: PricewaterhouseCoopers LLP] | | |
| Chicago, Illinois | | | | | | [removed: | | |]
[removed: | February 12, 2021 | | | | | | | | |][added: 2021]
| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |
| Revenue | | | $ | [removed: 6,683,760] [added: 7,907,081] | | | | | $ | [removed: 7,136,397] [added: 6,683,760] | | | | | $ | [removed: 6,992,118] [added: 7,136,397] | |
| Cost of goods and services | | | [removed: 4,209,741] [added: 4,937,295] | | | | | | [removed: 4,515,459] [added: 4,209,741] | | | | | | [removed: 4,432,562] [added: 4,515,459] | | |
| Gross profit | | | [removed: 2,474,019] [added: 2,969,786] | | | | | | [removed: 2,620,938] [added: 2,474,019] | | | | | | [removed: 2,559,556] [added: 2,620,938] | | |
| Selling, general and administrative expenses | | | [removed: 1,541,032] [added: 1,688,278] | | | | | | [removed: 1,599,098] [added: 1,541,032] | | | | | | [removed: 1,716,444] [added: 1,599,098] | | |
| Loss on assets held for sale | | | — | | | | | | [removed: 46,946] [added: —] | | | | | | [removed: —] [added: 46,946] | | |
| Operating earnings | | | [removed: 932,987] [added: 1,281,508] | | | | | | [removed: 974,894] [added: 932,987] | | | | | | [removed: 843,112] [added: 974,894] | | |
| Interest expense | | | [removed: 111,937] [added: 106,319] | | | | | | [removed: 125,818] [added: 111,937] | | | | | | [removed: 130,972] [added: 125,818] | | |
| Interest income | | | [removed: (3,571)] [added: (4,441)] | | | | | | [removed: (4,526)] [added: (3,571)] | | | | | | [removed: (8,881)] [added: (4,526)] | | |
| Loss on extinguishment of debt | | | — | | | | | | [removed: 23,543] [added: —] | | | | | | [removed: —] [added: 23,543] | | |
| Other income, net | | | [removed: (11,900)] [added: (14,858)] | | | | | | [removed: (12,950)] [added: (11,900)] | | | | | | [removed: (4,357)] [added: (12,950)] | | |
| Earnings before provision for income taxes | | | [removed: 841,734] [added: 1,400,826] | | | | | | [removed: 843,009] [added: 841,734] | | | | | | [removed: 725,378] [added: 843,009] | | |
| Provision for income taxes | | | [removed: 158,283] [added: 277,008] | | | | | | [removed: 165,091] [added: 158,283] | | | | | | [removed: 134,233] [added: 165,091] | | |
| Net earnings | | | $ | [removed: 683,451] [added: 1,123,818] | | | | | $ | [removed: 677,918] [added: 683,451] | | | | | $ | [removed: 570,267] [added: 677,918] | |
| Basic | | | $ | [removed: 4.74] [added: 7.81] | | | | | $ | [removed: 4.67] [added: 4.74] | | | | | $ | [removed: 3.94] [added: 4.67] | |
| Diluted | | | $ | [removed: 4.70] [added: 7.74] | | | | | $ | [removed: 4.61] [added: 4.70] | | | | | $ | [removed: 3.89] [added: 4.61] | |
| Basic | | | [removed: 144,050] [added: 143,923] | | | | | | [removed: 145,198] [added: 144,050] | | | | | | [removed: 149,874] [added: 145,198] | | |
| Diluted | | | [removed: 145,393] [added: 145,273] | | | | | | [removed: 146,992] [added: 145,393] | | | | | | [removed: 152,133] [added: 146,992] | | |
| Foreign currency translation [removed: gains] (losses) [added: gains] | | | [removed: 55,450] [added: (39,819)] | | | | | | [removed: (5,025)] [added: 55,450] | | | | | | [removed: (59,970)] [added: (5,025)] | | |
| Reclassification of foreign currency translation losses to earnings | | | — | | | | | | [removed: 25,339] [added: —] | | | | | | [removed: —] [added: 25,339] | | |
| [66](#i669e89da6bc143e586df2c8d115341a0_103) | | | [Notes to Consolidated Financial Statements](#i669e89da6bc143e586df2c8d115341a0_103) | | |
| [66](#i669e89da6bc143e586df2c8d115341a0_103) | | | [Note 1 - Description of Business and Summary of Significant Accounting Policies](#i669e89da6bc143e586df2c8d115341a0_106) | | |
| [71](#i669e89da6bc143e586df2c8d115341a0_115) | | | [Note 2 - Revenue](#i669e89da6bc143e586df2c8d115341a0_115) | | |
| [73](#i669e89da6bc143e586df2c8d115341a0_121) | | | [Note 3 - Acquisitions](#i669e89da6bc143e586df2c8d115341a0_121) | | |
| [78](#i669e89da6bc143e586df2c8d115341a0_127) | | | [Note 4 - Dis](#i669e89da6bc143e586df2c8d115341a0_127)[posit](#i669e89da6bc143e586df2c8d115341a0_127)[ions](#i669e89da6bc143e586df2c8d115341a0_127) | | |
| [79](#i669e89da6bc143e586df2c8d115341a0_130) | | | [Note 5 - Inventorie](#i669e89da6bc143e586df2c8d115341a0_130)[s, net](#i669e89da6bc143e586df2c8d115341a0_130) | | |
| [79](#i669e89da6bc143e586df2c8d115341a0_133) | | | [Note 6 - Property, Plant and Equipment, net](#i669e89da6bc143e586df2c8d115341a0_133) | | |
| [80](#i669e89da6bc143e586df2c8d115341a0_136) | | | [Note 7 - Leases](#i669e89da6bc143e586df2c8d115341a0_136) | | |
| [82](#i669e89da6bc143e586df2c8d115341a0_139) | | | [Note 8 - Credit Losses](#i669e89da6bc143e586df2c8d115341a0_139) | | |
| [82](#i669e89da6bc143e586df2c8d115341a0_142) | | | [Note 9 - Goodwill and Other Intangible Assets](#i669e89da6bc143e586df2c8d115341a0_142) | | |
| [84](#i669e89da6bc143e586df2c8d115341a0_148) | | | [Note 10 - Accrued Expenses and Other Liabilities](#i669e89da6bc143e586df2c8d115341a0_148) | | |
| [85](#i669e89da6bc143e586df2c8d115341a0_151) | | | [Note 11 - Restructuring Activities](#i669e89da6bc143e586df2c8d115341a0_151) | | |
| [87](#i669e89da6bc143e586df2c8d115341a0_154) | | | [Note 12 - Borrowings](#i669e89da6bc143e586df2c8d115341a0_154) | | |
| [88](#i669e89da6bc143e586df2c8d115341a0_160) | | | [Note 13 - Financial Instruments](#i669e89da6bc143e586df2c8d115341a0_160) | | |
| [90](#i669e89da6bc143e586df2c8d115341a0_163) | | | [Note 14 - Income Taxes](#i669e89da6bc143e586df2c8d115341a0_163) | | |
| [93](#i669e89da6bc143e586df2c8d115341a0_166) | | | [Note 15 - Equity and Cash Incentive Program](#i669e89da6bc143e586df2c8d115341a0_166) | | |
| [96](#i669e89da6bc143e586df2c8d115341a0_172) | | | [Note 16 - Commitments and Contingent Liabilities](#i669e89da6bc143e586df2c8d115341a0_172) | | |
| [97](#i669e89da6bc143e586df2c8d115341a0_175) | | | [Note 17 - Employee Benefit Plans](#i669e89da6bc143e586df2c8d115341a0_175) | | |
| [103](#i669e89da6bc143e586df2c8d115341a0_181) | | | [Note 18 - Accumulated Other Comprehensive Earning](#i669e89da6bc143e586df2c8d115341a0_181)[s (Loss)](#i669e89da6bc143e586df2c8d115341a0_181) | | |
| [104](#i669e89da6bc143e586df2c8d115341a0_184) | | | [Note 19 - Segment Information](#i669e89da6bc143e586df2c8d115341a0_184) | | |
| [107](#i669e89da6bc143e586df2c8d115341a0_187) | | | [Note 20 - Earnings per Share](#i669e89da6bc143e586df2c8d115341a0_187) | | |
| [107](#i669e89da6bc143e586df2c8d115341a0_190) | | | [Note 21 - Shareholder's Equity](#i669e89da6bc143e586df2c8d115341a0_190) | | |
| [108](#i669e89da6bc143e586df2c8d115341a0_205) | | | [Financial Statement Schedule - Schedule II, Valuation and Qualifying Account](#i669e89da6bc143e586df2c8d115341a0_205)[s for the Years](#i669e89da6bc143e586df2c8d115341a0_205) [E](#i669e89da6bc143e586df2c8d115341a0_205)[nded](#i669e89da6bc143e586df2c8d115341a0_205) [](#i669e89da6bc143e586df2c8d115341a0_205)[December 31,](#i669e89da6bc143e586df2c8d115341a0_205) [2021](#i669e89da6bc143e586df2c8d115341a0_205)[,](#i669e89da6bc143e586df2c8d115341a0_205) [2020](#i669e89da6bc143e586df2c8d115341a0_205)[, and 2019](#i669e89da6bc143e586df2c8d115341a0_205) | | |
[Table of](#i669e89da6bc143e586df2c8d115341a0_7) [Contents](#i669e89da6bc143e586df2c8d115341a0_7)
[Table of](#i669e89da6bc143e586df2c8d115341a0_7) [Contents](#i669e89da6bc143e586df2c8d115341a0_7)
[Table of](#i669e89da6bc143e586df2c8d115341a0_7) [Contents](#i669e89da6bc143e586df2c8d115341a0_7)
| February 11, 2022 | | | | | |
[Table of](#i669e89da6bc143e586df2c8d115341a0_7) [Contents](#i669e89da6bc143e586df2c8d115341a0_7)
| Gain on dispositions | | | (206,338) | | | | | | (5,213) | | | | | | — | | |
[Table of](#i669e89da6bc143e586df2c8d115341a0_7) [Contents](#i669e89da6bc143e586df2c8d115341a0_7)
[Table of](#i669e89da6bc143e586df2c8d115341a0_7) [Contents](#i669e89da6bc143e586df2c8d115341a0_7)
| Cash and cash equivalents | | | $ | 385,504 | | | | | $ | 513,075 | |
| Receivables, net | | | 1,347,514 | | | | | | 1,137,223 | | |
| Inventories, net | | | 1,191,095 | | | | | | 835,804 | | |
[Table of](#i669e89da6bc143e586df2c8d115341a0_7) [Contents](#i669e89da6bc143e586df2c8d115341a0_7)
| Common stock acquired | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (21,637) | | | | | | (21,637) | | |
| Balance at December 31, 2021 | | | $ | 259,457 | | | | | $ | 857,636 | | | | | $ | 9,445,245 | | | | | $ | (154,052) | | | | | $ | (6,218,758) | | | | | $ | 4,189,528 | |
[Table of](#i669e89da6bc143e586df2c8d115341a0_7) [Contents](#i669e89da6bc143e586df2c8d115341a0_7)
| Gain on dispositions | | | (206,338) | | | | | | (5,213) | | | | | | — | | |
| Loss on assets held for sale | | | — | | | | | | — | | | | | | 46,946 | | |
| | | | | | |
| [107](#ie81c245810724e12aa81eb9f59f838b2_235) | | | [Financial Statement Schedule - Schedule II, Valuation and Qualifying Accounts](#ie81c245810724e12aa81eb9f59f838b2_235) | | |
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.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Gain on sale of a business | | | (5,213) | | | | | | — | | | | | | — | | |
| Earnings from continuing operations | | | 683,451 | | | | | | 677,918 | | | | | | 591,145 | | |
| Loss from discontinued operations, net | | | — | | | | | | — | | | | | | (20,878) | | |
| Earnings per share from continuing operations: | | | | | | | | | | | | | | | | | |
| Loss per share from discontinued operations: | | | | | | | | | | | | | | | | | |
| Basic | | | $ | — | | | | | $ | — | | | | | $ | (0.14) | |
| Diluted | | | $ | — | | | | | $ | — | | | | | $ | (0.14) | |
| Basic | | | $ | 4.74 | | | | | $ | 4.67 | | | | | $ | 3.80 | |
| Diluted | | | $ | 4.70 | | | | | $ | 4.61 | | | | | $ | 3.75 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Receivables, net of allowances of $40,474 and $29,381 | | | 1,137,223 | | | | | | 1,217,190 | | |
| Inventories | | | 835,804 | | | | | | 806,141 | | |
| Balance at December 31, 2017 | | | $ | 256,992 | | | | | $ | 942,485 | | | | | $ | 8,455,501 | | | | | $ | (194,759) | | | | | $ | (5,077,039) | | | | | $ | 4,383,180 | |
| Adoption of ASU 2018-02 | | | — | | | | | | — | | | | | | 12,856 | | | | | | (12,856) | | | | | | — | | | | | | — | | |
| Cumulative catch-up adjustment related to Adoption of Topic 606 | | | — | | | | | | — | | | | | | 175 | | | | | | — | | | | | | — | | | | | | 175 | | |
| Net earnings | | | — | | | | | | — | | | | | | 570,267 | | | | | | — | | | | | | — | | | | | | 570,267 | | |
| Separation of Apergy | | | | | | | | | | | | | | | (939,743) | | | | | | 32,928 | | | | | | — | | | | | | (906,815) | | |
| Common stock acquired | | | — | | | | | | (24,454) | | | | | | — | | | | | | — | | | | | | (870,523) | | | | | | (894,977) | | |
| Loss from discontinued operations, net | | | — | | | | | | — | | | | | | 20,878 | | |
| Gain on sale of businesses | | | (5,213) | | | | | | — | | | | | | — | | |
| Cash received from Apergy, net of cash distributed | | | — | | | | | | — | | | | | | 689,643 | | |
| Cash Flows from Discontinued Operations | | | | | | | | | | | | | | | | | |
| Net cash provided by operating activities of discontinued operations | | | — | | | | | | — | | | | | | 9,442 | | |
| Net cash used in investing activities of discontinued operations | | | — | | | | | | — | | | | | | (23,705) | | |
| Net cash used in financing activities of discontinued operations | | | — | | | | | | — | | | | | | — | | |
| Net cash used in discontinued operations | | | — | | | | | | — | | | | | | (14,263) | | |
| Cash and cash equivalents at beginning of year | | | 397,253 | | | | | | 396,221 | | | | | | 753,964 | | |
As discussed in Note 5 — Discontinued and Disposed Operations, the Company is reporting the results of operations and cash flows of Apergy prior to the spin-off, as discontinued operations for all periods presented.
The Company also elected the package of practical expedients permitted within the new standard, which among other things, allows the Company to carry forward historical lease classification.
Effective January 1, 2018, the Company adopted ASC Topic 606, Revenue from Contracts with Customers.
Under ASC Topic 606, a contract with a customer is an agreement which both parties have approved, that creates enforceable rights and obligations, has commercial substance and where payment terms are identified and collectability is probable.
Once the Company has entered a contract, it is evaluated to identify performance obligations.
For each performance obligation, revenue is recognized as control of promised goods or services transfers to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.
The amount of revenue recognized takes into account variable consideration, such as discounts and volume rebates.
Reclassifications – Certain amounts in prior years have been reclassified to conform to the current year presentation.
An excerpt. Shown here: 40 of 633 rewritten, 40 of 375 added and 40 of 284 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2021 filing and the FY2020 filing.
Item 9A. CONTROLS AND PROCEDURES
2 rewritten, 0 added, 0 removed, 14 unchanged
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: 2020] [added: 2021] 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: 2020,] [added: 2021,] 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.
Item 9B. OTHER INFORMATION
0 rewritten, 0 added, 1 removed, 1 unchanged
PART III
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
0 rewritten, 2 added, 0 removed, 0 unchanged
New section this year
Not applicable.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
3 rewritten, 0 added, 0 removed, 38 unchanged
The information with respect to the corporate governance matters required to be included pursuant to this Item 10 will be included in the [removed: 2021] [added: 2022] 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: 12, 2021.][added: 11, 2022.]
The information with respect to Section 16(a) reporting compliance required to be included in this Item 10 will be included in our [removed: 2021] [added: 2022] Proxy Statement and is incorporated in this Item 10 by reference.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
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: 2021] [added: 2022] Proxy Statement and is incorporated in this Item 11 by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
8 rewritten, 2 added, 2 removed, 8 unchanged
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: 2021] [added: 2022] 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: 2020:][added: 2021:]
1.Column (a) includes shares issuable pursuant to outstanding SARs, restricted stock units and performance share awards under the Company's [added: 2021 Omnibus Incentive Plan (the "2021 Plan"),] 2012 Equity and Cash Incentive Plan (the "2012 [removed: Plan")] [added: Plan"),] and the 2005 Equity and Cash Incentive Plan (the "2005 Plan").
2.Column (c) consists of shares available for future issuance under the Company's the [removed: 2012] [added: 2021] Plan.
Under the [removed: 2012] [added: 2021] Plan, the Company may grant [added: stock] options, SARs, restricted stock or restricted stock units, performance share awards, director shares, or deferred stock units.
Under the [removed: 2012] [added: 2021] Plan, the number of shares available for issuance will be reduced (i) by one share for each share issued pursuant to options or SARs and (ii) by three shares for each share of stock issued pursuant to restricted stock, restricted stock unit, performance share, director share, or deferred stock unit awards.
As of December 31, [removed: 2020,] [added: 2021,] equity securities have been authorized for issuance to employees and/or non-employee directors under the [removed: 2012] [added: 2021] Plan and its predecessor [removed: plan, the 2005 Plan.][added: plans (the "2012 Plan" and "2005 Plan").]
Although the [added: 2012 and] 2005 [removed: Plan has] [added: Plans have] expired and no further awards may be granted under the [removed: Plan,] [added: Plans,] there remain outstanding stock-settled appreciation [removed: rights] [added: rights, restricted stock units, and performance share awards] under the [added: 2012 and] 2005 [removed: Plan,] [added: Plans,] which are reflected in Column (a) of the table.
| Equity compensation plans approved by stockholders | | | 2,676,195 | | | | | | $ | 89.49 | | | | | 13,175,027 | | |
| Total | | | 2,676,195 | | | | | | $ | 89.49 | | | | | 13,175,027 | | |
| Equity compensation plans approved by stockholders | | | 3,310,819 | | | | | | $ | 79.36 | | | | | 5,613,856 | | |
| Total | | | 3,310,819 | | | | | | $ | 79.36 | | | | | 5,613,856 | | |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
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: 2021] [added: 2022] Proxy Statement and is incorporated in this Item 13 by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
2 rewritten, 0 added, 0 removed, 1 unchanged
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: 2021] [added: 2022] 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: 2021] [added: 2022] Proxy Statement and is incorporated in this Item 14 by reference.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
44 rewritten, 16 added, 0 removed, 46 unchanged
| (3)(i) | | | [Fifth Restated Certificate of Incorporation of the Company, filed as Exhibit 3(i)(a) to the Company’s Current Report on Form 8-K filed May 7, 2019 (SEC File No. 001-04018), is incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312514184809/d722967dex3ia.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519139679/d741573dex3ia.htm)] | | |
| (3)(ii) | | | [Amended and Restated By-Laws of the Company, effective as [removed: of](http://www.sec.gov/Archives/edgar/data/29905/000119312520042018/d848231dex31.htm) [February] [added: of February] 14, [removed: 2020](http://www.sec.gov/Archives/edgar/data/29905/000119312520042018/d848231dex31.htm)[,] [added: 2020,] filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed [removed: on](http://www.sec.gov/Archives/edgar/data/29905/000119312520042018/d848231dex31.htm) [February] [added: on February] 19, [removed: 2020](http://www.sec.gov/Archives/edgar/data/29905/000119312520042018/d848231dex31.htm) [(SEC] [added: 2020 (SEC] File No. 001-04018), are incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312520042018/d848231dex31.htm) | | |
| (4.15) | | | [Seventh Supplemental Indenture, dated as of November 4, 2019, between the Company and the Bank of New York Mellon, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 4, 2019 (SEC File No. 001-04018), is incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519283338/d816977dex41.htm)] | | |
| (4.19) | | | [Description of Dover Corporation's securities registered pursuant to Section 12 of the Exchange [removed: 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)] [added: Act,](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit419.htm)] [filed as [removed: 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] [added: Exhibit 4.19 to] the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 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] [added: 2019 (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) | | |
| [removed: (10.1)] [added: (10.12)] | | | [Dover Corporation Senior Executive Change-in-Control Severance [removed: Plan, as] [added: Plan (as] amended and restated effective [removed: November 1, 2018, as] [added: August 5, 2021),] filed as Exhibit [removed: 10.1] [added: 10.2] to the Company's [removed: Annual] [added: Current] Report on Form [removed: 10-K for the period ended December 31, 2018] [added: 8-K filed August 11, 2021] (SEC File No. [removed: 001-04018),] [added: 001-04018)] is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990519000019/a20181231exhibit101.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/0000029905/000119312521243460/d216080dex102.htm)] | | |
| [removed: (10.2)] [added: (10.4)] | | | [Dover Corporation Executive Officer Annual Incentive Plan, as amended and restated as of January 1, 2009, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed May 13, 2009 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w2.htm) | | |
| [removed: (10.3)] [added: (10.5)] | | | [First Amendment to the Dover Corporation Executive Officer Annual Incentive Plan, as amended November 14, [removed: 2019](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)[,] [added: 2019,] filed as Exhibit 10.3 to the Company's [removed: 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] [added: Annual] Report on Form 10-K for the year ended December 31, [removed: 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] [added: 2019 (SEC] File No. 001-04018), is incorporated by [removed: 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)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)] | | |
| [removed: (10.4)] [added: (10.6)] | | | [Dover Corporation Deferred Compensation Plan, as amended and restated as [removed: of](http://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm) [September] [added: of September] 21, [removed: 2020](http://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm)[,] [added: 2020,] filed as Exhibit [removed: 10.](http://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm)[1](http://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm) [to] [added: 10.1 to] the [removed: Company's](http://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm) [Qua](http://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm)[r](http://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm)[t](http://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm)[erly](http://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm) [Report] [added: Company's Quarterly Report] on Form [removed: 10-](http://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm)[Q](http://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm) [for the](http://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm) [period](http://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm) [ended](http://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm) [September] [added: 10-Q for the period ended September] 30, [removed: 2020](http://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm) [(SEC] [added: 2020 (SEC] File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm) | | |
| [removed: (10.5)] [added: (10.13)] | | | [Dover Corporation 2005 Equity and Cash Incentive Plan, amended and restated as of January 1, 2009, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 13, 2009 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w1.htm) | | |
| [removed: (10.6)] [added: (10.14)] | | | [Amendment No. 1 to the Dover Corporation 2005 Equity and Cash Incentive Plan (Amended and Restated as of January 1, 2009), filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2014 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990515000007/a2014123110-kexhibit109.htm) | | |
| [removed: (10.7)] [added: (10.15)] | | | [Amendment No. 1 to the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990514000012/a2013123110-kexhibit1025.htm) | | |
| [removed: (10.8)] [added: (10.16)] | | | [Form of award grant letter for SSAR grants made under the Dover Corporation 2005 Equity and Cash Incentive Plan, filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for the period ended December 31, 2011 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990512000008/form10k-123111ex108.htm) | | |
| [removed: (10.9)] [added: (10.7)] | | | [Dover Corporation Pension Replacement Plan (formerly the Supplemental Executive Retirement Plan), as amended and restated as of January 1, 2010, filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 2009 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000095012310014502/y81455exv10w11.htm) | | |
| [removed: (10.10)] [added: (10.8)] | | | [First Amendment to the Dover Corporation Pension Replacement Plan, as amended and restated as of January 1, 2010, filed as Exhibit 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 reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990513000053/a2013093010-qexhibit102.htm) | | |
| [removed: (10.11)] [added: (10.9)] | | | [Second Amendment, dated as of November 28, 2016, to the Dover Corporation Pension Replacement Plan, as amended and restated as of January 1, 2010, filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2016 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990517000011/a2016123110-kexhibit1019.htm) | | |
| [removed: (10.12)] [added: (10.10)] | | | [Third Amendment, dated as of May 8, 2018, to the Dover Corporation Pension Replacement Plan, as amended and restated as of January 1, 2010, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2018 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990518000043/a2018063010-qexhibit102.htm) | | |
| [removed: (10.13)] [added: (10.11)] | | | [Dover Corporation Executive Severance [removed: Plan, as] [added: Plan (as] amended and restated effective [removed: November 1, 2018, as] [added: August 5, 2021),] filed as Exhibit [removed: 10.18] [added: 10.1] to the Company's [removed: Annual] [added: Current] Report on Form [removed: 10-K for the period ended December 31, 2018] [added: 8-K filed August 11, 2021] (SEC File No. [removed: 001-04018),] [added: 001-04018)] is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990519000019/a20181231exhibit1018.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/0000029905/000119312521243460/d216080dex101.htm)] | | |
| [removed: (10.15)] [added: (10.17)] | | | [Dover Corporation 2012 Equity and Cash Incentive Plan, effective as of May 3, 2012, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2012 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm) | | |
| [removed: (10.16)] [added: (10.18)] | | | [Amendment No. 2, adopted and effective as of August 6, 2014, to the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm) | | |
| [removed: (10.17)] [added: (10.20)] | | | [Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990513000014/a2012123110-kexhibit1020.htm) | | |
| [removed: (10.18)] [added: (10.21)] | | | [Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2014 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990514000025/a2014033110-qexhibit105.htm) | | |
| [removed: (10.19)] [added: (10.22)] | | | [Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.25 to the Company's Annual Report on Form 10-K for the period ended December 31, 2014 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990515000007/a2014123110-kexhibit1025.htm) | | |
| [removed: (10.20)] [added: (10.23)] | | | [Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2016 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990516000074/a2016033110-qexhibit101.htm) | | |
| [removed: (10.21)] [added: (10.24)] | | | [Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2017 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990517000017/a2017033110-qexhibit101.htm) | | |
| [removed: (10.22)] [added: (10.25)] | | | [Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2018 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990518000026/a2018033110-qexhibit101.htm) | | |
| [removed: (10.23)] [added: (10.26)] | | | [Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2019 (SEC File No. 001-04019), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qex101.htm) | | |
| [removed: (10.24)] [added: (10.27)] | | | [Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2020 (SEC File No. 001-04019), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990520000018/a2020033110-qexhibit101.htm) | | |
| [removed: (10.25)] [added: (10.29)] | | | [Form of award grant letter for cash performance awards made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2019 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qexhibit102.htm) | | |
| [removed: (10.26)] [added: (10.30)] | | | [Form of award grant letter for cash performance awards made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2020 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990520000018/a2020033110-qexhibit102.htm) | | |
| [removed: (10.27)] [added: (10.32)] | | | [Form of award grant letter for performance share awards made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2019 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qexhibit103.htm) | | |
| [removed: (10.28)] [added: (10.33)] | | | [Form of award grant letter for performance share awards made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2020 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990520000018/a2020033110-qexhibit103.htm) | | |
| [removed: (10.29)] [added: (10.35)] | | | [Form of Restricted Stock Unit Award Letter under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2018 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990518000026/a2018033110-qexhibit104.htm) | | |
| [removed: (10.30)] [added: (10.36)] | | | [Form of Restricted Stock Unit Award Letter under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2019 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qex104.htm) | | |
| [removed: (10.31)] [added: (10.37)] | | | [Form of Restricted Stock Unit Award Letter under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2020 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990520000018/a2020033110-qexhibit104.htm) | | |
| [removed: (10.32)] [added: (10.47)] | | | [Employment Agreement of Richard J. Tobin dated March 16, 2018, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 20, 2018 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000119312518088722/d537879dex101.htm) | | |
| [removed: (10.33)] [added: (10.1)] | | | [Five-Year Credit Agreement, dated as of October 4, 2019, among the Company, the Borrowing Subsidiaries party thereto from time to time, the Lenders party thereto, and JPMorgan Chase Bank, N.A, as Administrative Agent, filed as Exhibit [removed: 10.01] [added: 10.1] to the Company’s Current Report on Form 8-K filed October 10, 2019 (SEC File No. 001-04018), is incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/29905/000002990516000064/a2015123110-kexhibit1034.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519265497/d819010dex101.htm)] | | |
| [removed: (10.34)] [added: (10.2)] | | | [Employee Matters Agreement, dated May 9, 2018, by and between Dover Corporation and Apergy Corporation, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 11, 2018 (SEC File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex101.htm) | | |
| [removed: (10.35)] [added: (10.3)] | | | [Tax Matters Agreement, dated May 9, 2018, by and between Dover Corporation and Apergy Corporation, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed May 11, 2018 (SEC File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm) | | |
| (21) | | | [Subsidiaries of Dover. [removed: (1)](https://www.sec.gov/Archives/edgar/data/29905/000002990521000010/a2020123110-kexhibit21.htm)] [added: (1)](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit21.htm)] | | |
| (23) | | | [Consent of Independent Registered Public Accounting Firm. [removed: (1)](https://www.sec.gov/Archives/edgar/data/29905/000002990521000010/a2020123110-kexhibit23.htm)] [added: (1)](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit23.htm)] | | |
| (10.19) | | | [Amendment Number 3, adopted and effective as of February 12, 2021, to the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 1](http://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm)[0.1](http://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm) [to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2021 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm) | | |
| (10.28) | | | [Form of 2021 award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2021 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit102.htm) | | |
| (10.31) | | | [Form of award grant letter for cash performance awards made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2020 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit103.htm) | | |
| (10.34) | | | [Form of 2021 award grant letter for performance share awards made under the Dover Corporation 2012 Equity and Cash Incentive Plan filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2021 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit104.htm) | | |
| (10.38) | | | [Form of 2021 award grant letter for RSU awards made under the Dover Corporation 2012 Equity and Cash Incentive Plan filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2021 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit105.htm) | | |
| (10.39) | | | [Dover Corporation 2021 Omnibus Incentive Plan, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 10, 2021 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000119312521156215/d662152dex101.htm) | | |
| (10.40) | | | [Form of 2021 award grant letter for SSAR grants made under the Dover Corporation 2021 Omnibus Incentive Plan*(1)](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1040.htm) | | |
| (10.41) | | | [Form of 2021 award grant letter for RSU awards made under the Dover Corporation 2021 Omnibus Incentive Plan*(1)](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1041.htm) | | |
| (10.42) | | | [Form of 2021 award grant letter for cash performance awards made under the Dover Corporation 2021 Omnibus Incentive Plan*(1)](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1042.htm) | | |
| (10.43) | | | [Form of 2022 award grant letter for SSAR grants made under the Dover Corporation 2021 Omnibus Incentive Plan*(1)](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1043.htm) | | |
| (10.44) | | | [Form of 2022 award grant letter for RSU awards made under the Dover Corporation 2021 Omnibus Incentive Plan*(1)](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1044.htm) | | |
| (10.45) | | | [Form of 2022 award grant letter for cash performance awards made under the Dover Corporation 2021 Omnibus Incentive Plan*(1)](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1045.htm) | | |
| (10.46) | | | [Form of 2022 award grant letter for performance share awards made under the Dover Corporation 2021 Omnibus Incentive Plan *(1)](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1046.htm) | | |
| --- | --- | --- | --- | --- | --- |
| (10.48) | | | [Amendment to Employment Agreement of Richard J. Tobin, dated as of February 19, 2021, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 19, 2021 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000119312521049108/d101523dex101.htm) | | |
| | | | | | |
An excerpt. Shown here: 40 of 44 rewritten, all 16 added and all 0 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2021 filing and the FY2020 filing.
Item 16. FORM 10-K SUMMARY
14 rewritten, 0 added, 0 removed, 56 unchanged
| Date: | | | February [removed: 12, 2021] [added: 11, 2022] | | | | | |
Cabrera and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and in his or her name, place and stead in any and all capacities, to sign the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2020] [added: 2021] under the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission and any other appropriate authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing required and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
| /s/ Michael F. Johnston | | | | | | Chairman, Board of Directors | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |
| /s/ Richard J. Tobin | | | | | | Chief Executive Officer, President and Director (Principal Executive Officer) | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |
| /s/ Brad M. Cerepak | | | | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |
| /s/ Ryan W. Paulson | | | | | | Vice President, Controller (Principal Accounting Officer) | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |
| /s/ Deborah L. DeHaas | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |
| /s/ H. John Gilbertson, Jr. | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |
| /s/ Kristiane C. Graham | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |
| /s/ Eric A. Spiegel | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |
| /s/ Stephen M. Todd | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |
| /s/ Stephen K. Wagner | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |
| /s/ Keith E. Wandell | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |
| /s/ Mary A. Winston | | | | | | Director | | | | | | February [removed: 12, 2021] [added: 11, 2022] | | |