Dover (DOV) 10-K risk factor changes: FY2022 vs FY2021

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

The 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 [removed: recently approved] oral medicines and actions by governments and private enterprises to contain the outbreak or mitigate the impact of the pandemic.

Due to the continuing uncertainties surrounding the pandemic, we are unable to [removed: predict] [added: determine] the [removed: ultimate] impact that it will have on our financial position, operating results and cash flows in future periods.

If we are unable to hire and retain employees capable of performing at a high level, our business, financial condition and results of [removed: of] operations could be adversely affected.

Approximately [removed: 46%] [added: 43%] and [removed: 45%] [added: 46%] of our revenues for [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively, were derived outside the United States and we expect international sales to continue to represent a significant portion of our revenues given our global growth strategy.

- 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 components, [added: or] if suppliers are not able to meet our quality and delivery requirements.

While we generally attempt to mitigate the impact of increased raw material [added: prices by hedging or passing along the increased costs to customers, there may be a time delay between the increased raw]

[removed: 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 [removed: competitor’s] [added: competitor's] pricing pressure or other factors.

Certain of our businesses have sales or operations in countries, including Brazil, [removed: Russia,] India and China, and may in the future invest in other countries, any of which may carry high levels of currency, political, compliance, or economic risk.

Accordingly, significant changes in currency exchange rates, particularly the euro, Chinese renminbi (yuan), Swedish krona, pound sterling, Indian rupee, Singapore dollar, Danish [added: krone, and Canadian dollar, could cause fluctuations in the reported results of our businesses' operations that could]

In addition, the uncertain 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.

- Recessions, adverse market conditions or downturns in the markets we serve could adversely affect our operations.

In the past, our operations have been exposed to volatility due to changes in general economic conditions or consumer preferences, recessions or adverse conditions in the markets we serve.

In the future, similar changes could adversely impact overall sales, operating results (including potential impairment charges for goodwill or other long-lived assets) and cash flows.

Moreover, during economic downturns we may undertake more extensive restructuring actions, including workforce reductions, global facility consolidations, centralization of certain business support activities, and other cost reduction initiatives, and incur higher costs.

As these plans and actions can be complex, the anticipated operational improvements, efficiencies and other benefits might be delayed or not realized.

We are unable to determine

the impact that recessions, adverse market conditions or downturns will have on our financial position, operating results and cash flows in future periods.

| o | | | risk to theft of proprietary information and/or intellectual property; | | |

| | | | | | |

negatively affect our results of operations.

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

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

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

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

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

The following [removed: Management’s] [added: 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: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]

For the year ended December 31, [removed: 2021,] [added: 2022,] consolidated revenue was [removed: $7.9] [added: $8.5] billion, an increase of [removed: $1.2] [added: $0.6] billion or [removed: 18.3%,] [added: 7.6%,] as compared to the prior year.

Overall, customer pricing favorably impacted revenue by approximately [removed: 2.8%] [added: 6.9%] for the [added: year compared to 2.8% in the prior] year.

Within our Engineered Products segment, revenue increased [removed: $249.6] [added: $262.8] million, or [removed: 16.3%,] [added: 14.8%,] from the prior year, reflecting a broad-based organic revenue growth of [removed: 14.1%, a favorable foreign currency translation of 1.6%] [added: 16.8%] and acquisition-related growth of [removed: 0.6%.][added: 0.7%, partially offset by an unfavorable foreign currency translation of 2.7%.]

The organic revenue growth was primarily driven by robust demand in our key [removed: end-markets] [added: end-markets,] most notably in our vehicle service and industrial automation businesses, [removed: and] [added: along with] strategic pricing initiatives [removed: which partially] [added: that more than] offset significant inflationary [added: cost] headwinds in this segment.

[removed: Our] Clean Energy & Fueling segment revenue [added: for the year ended December 31, 2021] increased $171.9 million, or 11.6%, [removed: from] [added: compared to the] prior year, [removed: reflecting] [added: attributable to] organic growth of 5.8%, acquisition-related growth of [removed: 3.6%] [added: 3.6%,] and a favorable impact from foreign currency translation of 2.2%.

[removed: The organic revenue growth] [added: This] was [removed: driven] [added: mostly offset] by solid demand in our [removed: North America and Europe, the Middle East, and Africa ("EMEA")] [added: below ground] retail [removed: fueling] [added: fueling, fluid transfer solutions] and vehicle wash [removed: businesses,] [added: solutions business,] along with pricing actions aimed at mitigating [removed: material, logistics] [added: material] and [removed: labor] [added: logistics] cost inflation.

Our Imaging & Identification segment revenue [removed: increased $125.2] [added: decreased $39.6] million, or [removed: 12.1%,] [added: 3.4%,] from the prior year, comprised of [removed: organic growth of 8.0%, a favorable] [added: an unfavorable] impact from foreign currency translation of [removed: 2.8%,] [added: 6.5%, partially offset by organic growth of 2.9%] and acquisition-related growth of [removed: 1.3%.][added: 0.2%.]

The organic [removed: revenue growth] [added: increase] was primarily driven by solid [removed: growth in] [added: demand for] new [removed: equipment and associated] [added: equipment, spare parts,] services and [removed: consumables, as well as serialization software sales] [added: consumables] in our marking and coding [removed: business and ongoing demand recovery in our digital textile printing] business.

Our Pumps & Process Solutions segment revenue increased [removed: $384.6] [added: $19.6] million, or [removed: 29.1%,] [added: 1.1%,] from the prior year, attributable to an organic growth of [removed: 26.6%, a favorable] [added: 4.1% and acquisition-related growth of 1.3%, partially offset by an unfavorable] impact from foreign currency translation of [removed: 1.9% and acquisition-related growth of 0.6%.][added: 4.3%.]

[removed: Our] Climate & Sustainability Technologies segment revenue [added: for the year ended December 31, 2021] increased $292.1 million, or 22.2%, [removed: from] [added: compared to] 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 [removed: disposition related] [added: disposition-related] decline of 1.1%.

The organic growth was driven by robust demand [removed: in] [added: across] all of our [removed: key end-][added: end-markets, along with strategic pricing initiatives that more than offset inflationary cost headwinds.]

Beverage packaging [removed: production] equipment revenues increased substantially from prior year, driven by continued favorable macro trends in the global beverage [removed: industry] [added: industry, which include beverage innovations] and [removed: shift] [added: producers increasingly shifting] to [removed: more] [added: highly] recyclable [removed: packaging materials.][added: aluminum cans for environmental sustainability and merchandising benefits offered by modern aluminum containers.]

Our heat exchanger business experienced strong growth [added: across all regions, fueled by regulation-driven heat pump demand] in [removed: Asia, regulation driven] [added: Europe, robust] demand [removed: for energy-efficient heat pumps] in [removed: Europe] [added: Asia,] 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 [removed: CO2] refrigerant systems in both Europe and the U.S. [added: We expect organic growth rates in 2023 to remain strong, but at levels below the growth we saw in 2022.]

[removed: This growth was broad-based, with all] [added: Three of] our [added: five] segments [removed: posting] [added: had] increased sales in North America, Europe, [removed: Asia] [added: Asia,] and Latin America as global demand continued to improve [removed: after the impact of operational and demand headwinds] from [removed: the] [added: easing of] COVID-19 [removed: experienced in] [added: restrictions since] the prior year.

Gross profit was [removed: $3.0] [added: $3.1] billion for the year ended December 31, [removed: 2021, a] [added: 2022, an] increase of [removed: $495.8] [added: $93.8] million, or [removed: 20.0%,] [added: 3.2%,] as compared to the prior year.

Gross profit margin [removed: expanded] [added: decreased] to [removed: 37.6%] [added: 36.0%] for the year ended December 31, [removed: 2021] [added: 2022] compared to [removed: 37.0%] [added: 37.6%] for the prior year.

Bookings [removed: increased 35.3%] [added: decreased 11.1%] over the prior year to [removed: $9.4] [added: $8.3] billion for the year ended December 31, [removed: 2021.][added: 2022.]

This included an organic bookings [removed: growth] [added: decline] of [removed: 31.9%, a favorable] [added: 10.0%, an unfavorable] impact due to foreign [removed: exchange rate] [added: currency translation] of [removed: 2.1%] [added: 3.1%] and a 1.5% [removed: increase in acquisition-related bookings, partially offset by a 0.2%] decline due to [removed: dispositions.][added: dispositions, partially offset by an increase of 3.5% in acquisition-related bookings.]

Overall, our book-to-bill [removed: increased] [added: decreased] from the prior year to [removed: 1.19.][added: 0.98.]

Backlog as of December 31, [removed: 2021] [added: 2022] was [removed: $3.2] [added: $3.0] billion, [removed: up] [added: down] from [removed: $1.8] [added: $3.2] billion [removed: from] [added: in] the prior year.

Backlog as of December 31, [removed: 2021] [added: 2022] included [removed: $0.8 billion, $0.4] [added: $1.1] billion, [removed: $0.2] [added: $0.7] billion, $0.7 [removed: billion] [added: billion, $0.3 billion,] and [removed: $1.2] [added: $0.2] billion in the [added: Climate & Sustainability Technologies,] Engineered Products, [added: Pumps & Process Solutions,] Clean Energy & Fueling, [removed: Imaging & Identification, Pumps & Process Solutions] and [removed: Climate] [added: Imaging] & [removed: Sustainability Technologies] [added: Identification] segments, respectively.

See definition of bookings, organic bookings, book-to-bill and backlog within "Segment Results of [removed: Operations".][added: Operations."]

During the year ended December 31, [removed: 2021,] [added: 2022,] we executed [removed: rightsizing] [added: restructuring and other costs] programs to further optimize operations.

[removed: Rightsizing charges] [added: Restructuring and other costs] of [removed: $38.4] [added: $39.0] million included restructuring charges of [removed: $26.7] [added: $30.5] million and other costs of [removed: $11.7] [added: $8.5] million.

During the year ended December 31, [removed: 2021,] [added: 2022,] we made a total of [removed: nine] [added: three business] acquisitions totaling [removed: $1,125.1] [added: $312.9] million, net of cash acquired and [removed: including] [added: subject to] contingent consideration.

[removed: See] [added: Refer to] Note [removed: 4] [added: 19] — [removed: Dispositions] [added: Segment Information] in the Consolidated Financial Statements in Item 8 of this Form 10-K [removed: for further details regarding] [added: and see "Non-GAAP Disclosures" at] the [removed: businesses disposed] [added: end] of [removed: during the year.][added: this Item 7 for further details.]

During the year ended December 31, [removed: 2021, we purchased approximately 0.2 million] [added: 2022, the Company purchased, exclusive of the ASR Agreement, 641,428] shares of [removed: our] [added: its] common stock for a total cost of [removed: $21.6] [added: $85] million, or [removed: $118.27] [added: $132.52] per share.

[removed: We also continued our 66 year history of increasing] [added: For the 67th consecutive year, we increased] our annual dividend per share and paid a total of [removed: $286.9] [added: $287.6] million in dividends to our [removed: shareholders.][added: shareholders in 2022.]

[removed: Activity] [added: While activity] in most of the end markets we serve [added: has] improved [removed: throughout 2021, although] [added: since 2020, the] 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 [removed: levels with] [added: levels, although] continued improvement [added: is] expected in [removed: 2022.][added: 2023.]

The [added: uncertain] 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 [removed: from] [added: by] supplier component input availability issues.

| *(dollars in thousands, except per share figures)* | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2020] [added: 2021] vs. [removed: 2019] [added: 2020] | | | | | | | | |

| Revenue | | | | | | $ | [removed: 7,907,081] [added: 8,508,088] | | | | | $ | [removed: 6,683,760] [added: 7,907,081] | | | | | $ | [removed: 7,136,397] [added: 6,683,760] | | | | | [removed: 18.3] [added: 7.6] | | % | | | | | | | | | | [removed: (6.3)] [added: 18.3] | | % | | | | | | |

| Cost of goods and services | | | | | | [removed: 4,937,295] [added: 5,444,532] | | | | | | [removed: 4,209,741] [added: 4,937,295] | | | | | | [removed: 4,515,459] [added: 4,209,741] | | | | | | [removed: 17.3] [added: 10.3] | | % | | | | | | | | | | [removed: (6.8)] [added: 17.3] | | % | | | | | | |

| Gross profit | | | | | | [removed: 2,969,786] [added: 3,063,556] | | | | | | [removed: 2,474,019] [added: 2,969,786] | | | | | | [removed: 2,620,938] [added: 2,474,019] | | | | | | [removed: 20.0] [added: 3.2] | | % | | | | | | | | | | [removed: (5.6)] [added: 20.0] | | % | | | | | | |

| *Gross profit margin* | | | | | | [removed: *37.6*] [added: *36.0*] | | *%* | | | | [removed: *37.0*] [added: *37.6*] | | *%* | | | | [removed: *36.7*] [added: *37.0*] | | *%* | | | | [removed: *0.60*] [added: *(1.60)*] | | | | | | | | | | | | [removed: *0.30*] [added: *0.60*] | | | | | | | | |

| Selling, general and administrative expenses | | | | | | [removed: 1,688,278] [added: 1,684,226] | | | | | | [removed: 1,541,032] [added: 1,688,278] | | | | | | [removed: 1,599,098] [added: 1,541,032] | | | | | | [removed: 9.6] [added: (0.2)] | | % | | | | | | | | | | [removed: (3.6)] [added: 9.6] | | % | | | | | | |

| *Selling, general and administrative expenses as a percent of revenue* | | | | | | [removed: *21.4*] [added: *19.8*] | | *%* | | | | [removed: *23.1*] [added: *21.4*] | | *%* | | | | [removed: *22.4*] [added: *23.1*] | | *%* | | | | [removed: *(1.70)*] [added: *(1.60)*] | | | | | | | | | | | | [removed: *0.70*] [added: *(1.70)*] | | | | | | | | |

This growth included organic revenue growth of 8.8% driven by solid underlying demand and our ability to produce and ship despite supply chain constraints and ongoing labor availability issues, as well as 4.2% acquisition-related growth, partially offset by an unfavorable impact from foreign currency translation of 3.9% and 1.5% impact from dispositions.

Our Clean Energy & Fueling segment revenue increased $230.4 million, or 14.0%, from prior year, reflecting acquisition-related growth of 18.1%, partially offset by an unfavorable impact from foreign currency translation of 3.8% and an organic decline of 0.3%.

The organic revenue decline was primarily driven by reduced year-over-year demand in above ground retail fueling driven by customer construction delays in North America, roll-off of EMV-related demand and overall caution among operators in Europe and Asia as a result of the weakening macroeconomic environment.

The organic revenue growth was primarily driven by solid activity in our marking and coding business, as underlying demand for our printers, spare parts, services and consumables remained positive.

The organic revenue growth was principally driven by pricing initiatives, along with continued strength in our core non-COVID-19 biopharma platform, industrial pumps, plastics and polymer processing solutions, and bearings and compression components businesses which all grew revenue driven by solid end market demand and strong backlogs.

from foreign currency translation of 2.9%.

Our beverage packaging equipment, heat exchanger, and retail refrigeration businesses all experienced broad-based growth from prior year.

From a geographic perspective, organic revenue for the U.S., our largest market, grew 9.5%, while revenue in Europe, Asia, and Other Americas grew 11.7%, 7.2%, and 6.9%, respectively.

All other geographic markets declined 11.3% organically year over year.

The increase was primarily due to pricing initiatives, which started in 2021, organic revenue growth, and favorable product mix, partially offset by increased material and logistics costs.

Bookings decreased organically across four of our five segments, driven primarily by the easing of supply chain disruptions resulting in normalization of order to delivery lead-times to pre-pandemic levels for most of our segments.

Backlog remains elevated compared to historical levels and is expected to decrease due to normalizing lead-times and return to historical order patterns.

The expenses were primarily due to headcount reductions and facility consolidations resulting from restructuring programs initiated in 2021 and 2022, as well as non-cash foreign currency translation losses due to substantial liquidation of businesses from certain Latin America countries in our Climate & Sustainability Technologies segment.

During 2022, the Company received a total of 3,892,295 shares upon completion of the accelerated share repurchase agreement (the "ASR Agreement") for $500 million.

The total number of shares ultimately repurchased under the ASR Agreement was based on the volume-weighted average share price of Dover's common stock during the calculation period of the ASR Agreement, less a discount, which was $128.46 over the term of the ASR Agreement.

As of December 31, 2022, 15,283,326 shares remain authorized for repurchase under the November 2020 share repurchase authorization.

We cannot predict the ultimate impact from the COVID-19 pandemic and associated countermeasures on customer demand, our logistics costs, suppliers or the labor market.

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For the year ended December 31, 2022, revenue increased $0.6 billion, or 7.6% to $8.5 billion compared with 2021, reflecting organic growth of 8.8% driven by solid underlying demand and our ability to produce and ship despite supply chain constraints and ongoing labor availability issues.

Acquisition-related growth increased by 4.2% led by our Clean Energy & Fueling segment, offset by an unfavorable foreign currency translation impact of 3.9% and disposition-related decline of 1.5%.

Overall, customer pricing favorably impacted revenue by 6.9% for the year ended December 31, 2022.

Gross profit margin decreased 160 basis points to 36.0% as compared to the prior year reflecting a shift in operating mix driven by biopharma and subdued above ground retail fueling performance returning to historical levels, partially offset by growth in CO2 refrigeration systems and engineered products.

Selling, general and administrative expenses for the year ended December 31, 2022, decreased $4.1 million, or 0.2% to $1.7 billion compared with 2021, primarily due to lower variable compensation expense, partially offset by higher travel and marketing expenses.

For the year ended December 31, 2022, interest expense, net of interest income, increased $10.1 million, or 10.0%, to $112.0 million compared with 2021 primarily due to increased commercial paper borrowings and higher average interest rates since the prior year.

There was one immaterial disposition in 2022.

The 2022 rate was primarily driven by favorable audit resolutions, including a reduction to income taxes previously recorded related to the Tax Cut and Jobs Act, and the 2021 and 2020 rates were primarily driven by favorable audit resolutions and the tax benefit of share award exercises.

Earnings decreased due to the prior year earnings being favorably impacted by the gains on disposition of UB and our equity method investment in RWB compared to one immaterial disposition in 2022.

Excluding these gains, earnings increased due to pricing initiatives, which started in 2021, organic revenue growth, and favorable product mix, partially offset by increased material, logistics and labor costs.

During the year ended December 31, 2022, the segment measure of profit and loss, used by the Company's Chief Operating Decision Maker to evaluate our operating segment performance, was changed to segment earnings from segment earnings (EBIT) defined as earnings before corporate expenses/other, interest expense, interest income and provision for income taxes.

Segment earnings is defined as earnings before purchase accounting expenses, restructuring and other costs, loss (gain) on dispositions, corporate expenses/other, interest expense, interest income and provision for income taxes.

Accordingly, we have updated our segment earnings for the years ended December 31, 2021 and 2020 to conform to the new presentation.

Additionally, we use the following operational metrics in monitoring the performance of the business.

| Segment earnings | | | | | | $ | 346,519 | | | | | $ | 277,852 | | | | | $ | 265,143 | | | | | 24.7 | | % | | | | 4.8 | | % |

| Operational metrics: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

2022 Versus 2021

The organic revenue growth was primarily driven by robust demand across all of our key end-markets, most notably in our vehicle service, waste handling, industrial automation, aerospace and defense, and industrial winch and hoist businesses, along with strategic pricing initiatives that more than offset inflationary cost headwinds.

Despite the strong organic growth, shipments continued to be challenged by supply chain constraints, most notably in our waste handling business.

We expect organic growth rates in 2023 to remain strong, but at levels below the growth we saw in 2022.

Segment margin increased to 17.0% from 15.6% in the prior year driven by increased volumes, customer pricing actions, and productivity gains, partially offset by higher material, labor and logistics costs as well as an unfavorable impact from foreign currency translation.

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 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.

[Table of](#i669e89da6bc143e586df2c8d115341a0_7) [Contents](#i669e89da6bc143e586df2c8d115341a0_7)

markets.

Revenue for the U.S. grew 17.1%, while revenue in Europe and Asia grew 21.1% and all other geographic markets grew 15.9% year over 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").

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

In response to COVID-19, we have taken and continue to take measures to protect our workforce.

We have modified practices at our manufacturing locations and offices to adhere to guidance from the U.S. Centers for Disease Control and Prevention and local health and governmental authorities in our global network.

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.

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.

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

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

For the year ended December 31, 2020, revenue decreased $452.6 million, or 6.3% to $6.7 billion compared with 2019, reflecting an organic decline of 6.6%, due to lower sales volumes due to pandemic-related impacts in our markets.

Acquisition-related growth increased by 1.0% led by our Imaging & Identification and Pumps & Process Solutions segments, partially offset by a 0.7% decrease from dispositions within our Pumps & Process Solutions and Climate & Sustainability Technologies segments.

Foreign currency translation had no significant impact to revenue for the year ended December 31, 2020.

Gross profit margin expanded 30 basis points to 37.0% as compared to the prior year due to benefits from productivity initiatives and restructuring and cost containment actions.

Selling, general and administrative expenses for the year ended December 31, 2020, decreased $58.1 million, or 3.6% to $1.5 billion compared with 2019, due to reduction in discretionary spend and benefits from rightsizing actions partially offset by higher restructuring costs of $7.7 million and a $3.6 million write-off of assets.

The change from 2020 to 2021 reflects increased investment in hardware and software product development.

Loss on Assets Held for Sale

On March 29, 2019, we entered into a definitive agreement to sell Finder Pompe S.r.l ("Finder") for total consideration of approximately $23.6 million net of estimated selling costs.

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

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

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

For the year ended December 31, 2020, interest expense, net of interest income, decreased $12.9 million, or 10.7%, to $108.4 million compared with 2019 primarily due to lower interest rates on new debt issued in November 2019 of €500 million of 0.750% notes due 2027 and $300 million of 2.950% notes due 2029.

The new notes repaid the old debt of €300 million of 2.125% notes and $450 million of 4.30% notes, which carried higher interest rates.

Loss on Extinguishment of Debt

On December 4, 2019, the Company extinguished the €300 million of 2.125% notes due 2020 and the $450 million of 4.30% notes due 2021.

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

The total consideration and pre-tax gain on disposition are subject to standard working capital adjustments.

On March 6, 2020, we sold AMS Chino within the Climate & Sustainability Technologies segment for total consideration of $15.4 million which included a working capital adjustment.

A gain of $5.2 million was recognized on this sale.

The disposal did not represent a strategic shift in operations and, therefore, did not qualify for presentation as discontinued operations.

There were no dispositions in the year 2019 aside from the sale of Finder as described above.

[Table of](#i669e89da6bc143e586df2c8d115341a0_7) [Contents](#i669e89da6bc143e586df2c8d115341a0_7)

Dover is headquartered in Downers Grove, Illinois and currently employs [removed: approximately] [added: over] 25,000 people worldwide.

- Our Engineered Products segment provides a wide range of equipment, components, software, solutions and services [added: to the] vehicle aftermarket, waste handling, industrial automation, aerospace and defense, industrial winch and hoist, and fluid dispensing end-markets.

[removed: -] Our Clean Energy & Fueling segment provides components, [removed: equipment,] [added: equipment] and [removed: software] [added: software,] and service solutions enabling safe [removed: transport of traditional] [added: storage, transport, handling] and [added: dispensing of] clean [removed: fuels] and [added: traditional fuels, cryogenic gases and] other hazardous [removed: substances along the supply chain,] [added: fluids,] as well as [removed: the] safe and efficient operation of [removed: convenience retail,] retail fueling and vehicle wash [removed: establishments.][added: establishments across the globe.]

- Our Imaging & Identification segment supplies precision marking and coding, product [removed: traceability] [added: traceability, brand protection] and digital textile printing equipment, as well as related consumables, software and services to the global packaged and consumer goods, pharmaceutical, industrial manufacturing, [removed: fashion and apparel] [added: textile] and other end-markets.

- Our Pumps & Process Solutions segment manufactures specialty pumps and flow meters, [removed: fluid connecting solutions, plastics and polymer processing equipment, and] highly engineered precision components for rotating and reciprocating [removed: machines] [added: machines, fluid connecting solutions and plastics and polymer processing equipment,] serving single-use biopharmaceutical production, diversified industrial manufacturing, [added: chemical production, plastics and] polymer processing, midstream and downstream oil and gas and other end-markets.

[removed: -] Our Climate & Sustainability Technologies segment is a provider of innovative and energy-efficient equipment and systems that serve the commercial refrigeration, heating and [removed: cooling] [added: cooling,] and [removed: beverage container-making] [added: aluminum can-making] equipment markets.

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

We believe our business segment structure, coupled with [added: value-creating] functional expertise at our lean corporate center, presents opportunities to identify and capture operating synergies, such as global sourcing and supply chain integration, [added: centralized] shared services, [removed: and] [added: cross-pollination of] manufacturing [added: best] practices, and further advances the development of our executive talent.

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

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

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

We also focus on continuous, effective cost management and productivity initiatives, such as [removed: automation and digitally-supported manufacturing,] supply chain optimization, e-commerce and digital go-to-market, restructuring, improved footprint utilization, strategic pricing and portfolio management.

[added: - Attractive markets:] Our businesses generally operate in strategically attractive niche industrial markets with [removed: supportive] [added: proven and well-understood] long-term growth trends, favorable [removed: supply] [added: customer] and [removed: demand] [added: supplier] landscapes, mature and incrementally improving technologies [added: with opportunities for technological differentiation,] and highly loyal customers, suppliers or channel partners.

[removed: In many instances, our businesses produce critical equipment or] [added: Such] components [removed: to a larger system,] [added: typically serve demanding applications] where value-in-use and costs and risks of switching far exceed the cost of the [removed: product] [added: component] itself.

Recurring demand, which includes parts, consumables, services and software, represents approximately [removed: 35%] [added: 31%] of our revenue.

[added: - Attractive Financial Profile:] Dover businesses [removed: also] exhibit attractive financial profiles, characterized by predictable, stable revenue, low capital intensity, strong cash-flow and sustainable returns on invested capital well in excess of our cost of capital.

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

[added: -] Our Clean Energy & Fueling segment benefits from the worldwide growth in environmental safety and compliance regulations, new infrastructure build-out in emerging economies, [removed: consolidation in the convenience retail sector, increased digitization of convenience stores and fuel retailing,] [added: transition to] clean energy [removed: products, as well] [added: products such] as [removed: secular growth in automated vehicle wash systems and solutions (over manual and do-it-yourself washing).]

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

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

[added: -] Our Climate & Sustainability Technologies segment is responding to our [removed: customers’] [added: customers'] demand for increased energy efficiency and sustainability in food retail merchandising solutions, [added: including refrigeration systems using CO2 refrigerant,] as well as increasing demand for sustainable heating and cooling [removed: solutions] [added: solutions, including heat pumps,] and growing global demand for aluminum beverage [removed: containers.][added: cans.]

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

[added: The Digital Labs team is driving digital transformation across our businesses in four 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 [added: products,] software and machine learning augmented solutions built to integrate [removed: into] [added: into,] and work with our core equipment and component offerings; [removed: and] (iii) driving increased efficiency, safety and quality in our manufacturing operations by employing cutting-edge automation [added: through "connected factory" solutions;] and [removed: “digital factory” solutions.][added: (iv) security of digital products.]

We believe the Digital [removed: Labs center's] [added: Labs’] contributions in these areas enable us to add significant value to our products and to capture commercial growth opportunities.

Dover Digital. Our Dover Digital Labs consists of a team of approximately [removed: 100] [added: 150] software developers, data scientists and product managers who provide digital capabilities to enhance the customer experience, develop connected products, [removed: and] drive [removed: automation and efficiency inside our factories through digital technologies and in our business processes.]

Our Dover Digital Labs team has built common platforms which [removed: we have begun deploying] [added: are being deployed] on customer facing applications to make it easier to [added: discover,] find, configure, buy and obtain products and services from Dover companies.

We continue to invest in Dover Business Services shared service centers, consisting of a team of approximately [removed: 450] [added: 550] people, to provide important transactional and value-added services to our businesses.

India Innovation Center. Our India Innovation Center has a team of approximately 600 engineers and IT professionals that our businesses rely on to leverage for product engineering, digital solutions development, data [removed: &] [added: and] information management, research [removed: &] [added: and] development, and intellectual property services.

[added: The scale of this team allows our businesses to access resources] with capabilities and expertise across many disciplines that would be [removed: unaffordable] [added: more costly] to them as stand-alone companies, and allows for concurrent engineering on time sensitive projects.

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 [removed: $20] [added: $29] million in capital expenditures during [removed: 2019-2021,] [added: 2019-2022,] and significantly expanding the staff of experts and support personnel in key centers of excellence globally.

Finally, we have consistently returned cash to shareholders by paying dividends, which have increased annually over each of the last [removed: 66] [added: 67] years.

As a first priority, we seek to acquire attractive add-on businesses with a strong fit that enhance our existing franchises either by increasing their reach and customer access, by broadening their product mix or by enhancing technological [removed: capability] [added: capabilities] and customer value-add.

Over the past three years [removed: (2019] [added: (2020] through [removed: 2021),] [added: 2022),] we have spent approximately [removed: $1,677.3] [added: $1,774.4] million, net of cash acquired and including contingent consideration, to purchase eighteen businesses.

While we expect to generate annual organic revenue growth [removed: (greater than GDP or 3%] [added: above that of gross domestic product (3%] to 5% annually on average) over a long-term business cycle absent extraordinary adverse economic conditions, our success in consistently growing the portfolio is also dependent on the ability to acquire and integrate businesses [removed: successfully] within our existing structure.

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

[removed: Our vehicle service business provides products, software and] services used primarily in vehicle repair and maintenance, including light and heavy-duty vehicle lifts, wheel service equipment, vehicle diagnostics and vehicle collision repair solutions.

[removed: The businesses in the] [added: Our] industrial automation [removed: market provide] [added: business provides] a wide range of modular automation components including manual clamps, power clamps, rotary and linear mechanical indexers, conveyors, pick and place units, glove ports and manipulators, as well as end-of-arm robotic grippers, slides and end effectors.

[removed: The segment also] [added: Our aerospace and defense business] supplies radio frequency and microwave filters and switches, as well as signal intelligence solutions, to enable secure communications in aerospace and defense applications, [removed: and] [added: as well as] benchtop soldering and fluid dispensing solutions in electronics and industrial product [removed: assembly.][added: assembly markets.]

Our Engineered Products segment's products are manufactured primarily in the U.S., Europe and Asia and are sold throughout the [removed: world] [added: world,] directly and through a network of distributors.

Among solutions supplied by the segment are dispensing equipment and components for gasoline, compressed natural gas (CNG), [removed: liquified] [added: liquefied] natural gas (LNG) and hydrogen (H2) fueling sites, [added: electric vehicle charging stations,] payment systems, hardware and underground containment systems, vehicle wash systems, as well as asset tracking, monitoring and operational optimization software.

- Our Clean Energy & Fueling segment provides components, equipment, software, solutions and services enabling safe and reliable storage, transport and dispensing of traditional and clean fuels (including liquefied natural gas, hydrogen, and electric vehicle charging), cryogenic gases, and other hazardous substances along the supply chain, and safe and efficient operation of convenience retail, retail fueling and vehicle wash establishments, as well as facilities where cryogenic gases are produced, stored or consumed.

For over 65 years, Dover has successfully and profitably operated a diversified portfolio of high-quality businesses serving a wide variety of industrial and business-to-business end markets incorporating businesses with different business models.

We believe this diversity is a strength of our portfolio, providing Dover with multiple avenues for organic and inorganic growth, lower cyclicality, and the ability to extract synergies of common ownership.

While we expect our portfolio to remain diversified, we also strive to shape the portfolio over time to increase common attractive attributes across our businesses.

We see the following commonalities characterizing the majority of Dover businesses:

- Leading Positions: Our businesses are long-time leaders in their respective markets and have consistently enjoyed customer bases that choose products primarily based on their performance, track record, safety and compliance.

- Component Businesses: Many of our businesses produce critical components that represent a small portion of a larger system by cost.

For example, our industrial and biopharma pumps, biopharma connectors, engineered bearings and compression components, marking and coding printers, clean energy components, and heat exchangers are all part of larger systems built or employed by our customers.

- Aftermarket Opportunity: Many of our businesses produce complex engineering equipment and systems that require a significant and predictable volume of parts and services over their life cycle.

For example, our marking and coding, plastics and polymer processing equipment, aluminum can-making equipment, and refuse collection vehicles all derive a significant share of revenue and even larger share of profits from sale of consumables, parts and services into their large installed based.

Dover seeks to create value for shareholders by combining the global scale and capabilities, as well as access to capital, of a diversified industrial enterprise with the agility and entrepreneurial dynamism of niche manufacturing businesses.

liquefied natural gas and hydrogen, growth in demand for cryogenic gases and electric vehicle charging, consolidation in the convenience retail sector, increased digitization of convenience stores and fuel retailing, as well as secular growth in automated vehicle wash systems and solutions (over manual and do-it-yourself washing).

We pursue a disciplined and strategic approach to acquisitions aiming to enhance the quality and attractiveness of our portfolio over time and position Dover for long-term growth.

We evaluate acquisition opportunities across the portfolio where we see the greatest runway for value-creating inorganic capital deployment.

automation and efficiency inside our factories through digital technologies and in our business processes and focusing on the security of our digital products.

Our vehicle service business provides products, software and

Our heat exchanger business manufactures energy-efficient brazed plate heat exchangers used for residential climate control applications, including heat pumps, as well as industrial heating and cooling applications.

The other business in this segment designs and manufactures machinery and associated spare parts used for aluminum can-making, along with providing turnkey can line solutions.

Constellation is the automotive repair industry's first automated mobile 3D hail damage scanning system that provides a complete workflow system, tracking hail-damaged vehicles from the initial damage incident, through the claims process and ultimately to vehicle repair.

As part of our continuous improvement process, we have implemented a global digital system designed to track key metrics and actions pertinent to our health and safety program.

This software supports our strategy to proactively reduce hazards thereby further bettering shop floor safety.

aforementioned seasonality patterns.

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 businesses have consistently enjoyed a customer base that chooses products primarily

based on their performance, track record, safety and compliance.

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

Additionally, many of our products enjoy recurring like-for-like replacement demand patterns.

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.

The Digital Labs team is driving digital transformation across our businesses in three areas: (i) enhancing the customer experience through more

The scale of this team allows our businesses to access resources

We pragmatically consider such opportunities as part of

Our Clean Energy & Fueling segment provides components, equipment and software, and service solutions enabling safe storage, transport.

handling and dispensing of clean and traditional fuels, cryogenic gases and other hazardous fluids, as well as safe and efficient operation of retail fueling and vehicle wash establishments across the globe.

Other businesses in this segment design and manufacture machinery and associated spare parts used for beverage container-making.

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

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

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.

We have modified practices at our manufacturing locations and offices to adhere to guidance from the U.S. Centers for Disease Control and Prevention and local health and governmental authorities in our global network.

In addition, we have invested at the corporate center to provide oversight, enhance coordination and ensure robust safety protocols are present across our operations.

For fiscal year ended December 31, [removed: 2021][added: 2022]

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: 2021] [added: 2022] was [removed: $21,609,554,242.][added: $17,347,519,018.]

The [removed: registrant’s] [added: registrant's] closing price as reported on the New York Stock Exchange-Composite Transactions for June 30, [removed: 2021] [added: 2022] was [removed: $150.60] [added: $121.32] per share.

The number of outstanding shares of the [removed: registrant’s] [added: registrant's] common stock as of [removed: February 1, 2022] [added: January 31, 2023] was [removed: 144,054,607.][added: 139,713,200.]

Documents Incorporated by Reference: Part III — Certain Portions of the Proxy Statement for Annual Meeting of Shareholders to be held on May [removed: 6, 2022] [added: 5, 2023] (the [removed: “2022] [added: "2023] Proxy [removed: Statement”).][added: Statement").]

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

Factors that could cause actual results to differ materially from current expectations include, among other things: [added: general economic conditions and conditions in] the [added: particular markets in which we operate; supply chain constraints and labor shortages that could result in production stoppages, inflation in material input costs and freight logistics; the] impacts of COVID-19 or other future pandemics on the global economy and on our customers, suppliers, employees, business and cash flows; [removed: 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 operate;] changes in customer demand and capital spending; competitive factors and pricing pressures; our ability to develop and launch new products in a cost-effective manner; changes in law, including the effect of tax laws and developments with respect to trade policy and tariffs; our ability to identify and complete acquisitions and integrate and realize synergies from newly acquired businesses; the impact of interest rate and currency exchange rate fluctuations; capital allocation plans and changes in those plans, including with respect to dividends, share repurchases, investments in research and development, capital expenditures and acquisitions; 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 and privacy; and our ability to capture and protect intellectual property rights.

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| [Item [removed: 9A.](#i669e89da6bc143e586df2c8d115341a0_211)] [added: 9A.](#i5d57efb8826e4d469bd53bf730e83c9c_229)] | | | [Controls and [removed: Procedures](#i669e89da6bc143e586df2c8d115341a0_211)] [added: Procedures](#i5d57efb8826e4d469bd53bf730e83c9c_229)] | | | [removed: [109](#i669e89da6bc143e586df2c8d115341a0_211)] [added: [108](#i5d57efb8826e4d469bd53bf730e83c9c_229)] | | |

| [Item [removed: 9B.](#i669e89da6bc143e586df2c8d115341a0_214)] [added: 9B.](#i5d57efb8826e4d469bd53bf730e83c9c_232)] | | | [Other [removed: Information](#i669e89da6bc143e586df2c8d115341a0_214)] [added: Information](#i5d57efb8826e4d469bd53bf730e83c9c_232)] | | | [removed: [109](#i669e89da6bc143e586df2c8d115341a0_214)] [added: [108](#i5d57efb8826e4d469bd53bf730e83c9c_232)] | | |

| [Item [removed: 9](#i669e89da6bc143e586df2c8d115341a0_1241)[C](#i669e89da6bc143e586df2c8d115341a0_1241)[.](#i669e89da6bc143e586df2c8d115341a0_1241)] [added: 9C.](#i5d57efb8826e4d469bd53bf730e83c9c_235)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i669e89da6bc143e586df2c8d115341a0_1241)] [added: Inspections](#i5d57efb8826e4d469bd53bf730e83c9c_235)] | | | [removed: [110](#i669e89da6bc143e586df2c8d115341a0_1241)] [added: [109](#i5d57efb8826e4d469bd53bf730e83c9c_235)] | | |

| [Item [removed: 10.](#i669e89da6bc143e586df2c8d115341a0_220)] [added: 10.](#i5d57efb8826e4d469bd53bf730e83c9c_241)] | | | [Directors and Executive Officers and Corporate [removed: Governance](#i669e89da6bc143e586df2c8d115341a0_220)] [added: Governance](#i5d57efb8826e4d469bd53bf730e83c9c_241)] | | | [removed: [111](#i669e89da6bc143e586df2c8d115341a0_220)] [added: [110](#i5d57efb8826e4d469bd53bf730e83c9c_241)] | | |

| [Item [removed: 11.](#i669e89da6bc143e586df2c8d115341a0_223)] [added: 11.](#i5d57efb8826e4d469bd53bf730e83c9c_244)] | | | [Executive [removed: Compensation](#i669e89da6bc143e586df2c8d115341a0_223)] [added: Compensation](#i5d57efb8826e4d469bd53bf730e83c9c_244)] | | | [removed: [112](#i669e89da6bc143e586df2c8d115341a0_223)] [added: [111](#i5d57efb8826e4d469bd53bf730e83c9c_244)] | | |

| [Item [removed: 12.](#i669e89da6bc143e586df2c8d115341a0_226)] [added: 12.](#i5d57efb8826e4d469bd53bf730e83c9c_247)] | | | [Security Ownership of certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i669e89da6bc143e586df2c8d115341a0_226)] [added: Matters](#i5d57efb8826e4d469bd53bf730e83c9c_247)] | | | [removed: [112](#i669e89da6bc143e586df2c8d115341a0_226)] [added: [111](#i5d57efb8826e4d469bd53bf730e83c9c_247)] | | |

| [Item [removed: 13.](#i669e89da6bc143e586df2c8d115341a0_229)] [added: 13.](#i5d57efb8826e4d469bd53bf730e83c9c_250)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i669e89da6bc143e586df2c8d115341a0_229)] [added: Independence](#i5d57efb8826e4d469bd53bf730e83c9c_250)] | | | [removed: [113](#i669e89da6bc143e586df2c8d115341a0_229)] [added: [112](#i5d57efb8826e4d469bd53bf730e83c9c_250)] | | |

| [Item [removed: 14](#i669e89da6bc143e586df2c8d115341a0_232).] [added: 14](#i5d57efb8826e4d469bd53bf730e83c9c_253).] | | | [Principal Accountant Fees and [removed: Services](#i669e89da6bc143e586df2c8d115341a0_232)] [added: Services](#i5d57efb8826e4d469bd53bf730e83c9c_253)] | | | [removed: [113](#i669e89da6bc143e586df2c8d115341a0_232)] [added: [112](#i5d57efb8826e4d469bd53bf730e83c9c_253)] | | |

| [Item [removed: 15.](#i669e89da6bc143e586df2c8d115341a0_238)] [added: 15.](#i5d57efb8826e4d469bd53bf730e83c9c_259)] | | | [removed: [Exhibits](#i669e89da6bc143e586df2c8d115341a0_238) [and](#i669e89da6bc143e586df2c8d115341a0_238) [Financial] [added: [Exhibits and Financial] Statement [removed: Schedules](#i669e89da6bc143e586df2c8d115341a0_238)] [added: Schedules](#i5d57efb8826e4d469bd53bf730e83c9c_259)] | | | [removed: [114](#i669e89da6bc143e586df2c8d115341a0_238)] [added: [113](#i5d57efb8826e4d469bd53bf730e83c9c_259)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements

of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#i5d57efb8826e4d469bd53bf730e83c9c_13) | | | | | | | | |

| [PART II](#i5d57efb8826e4d469bd53bf730e83c9c_40) | | | | | | | | |

| [Item 6.](#i5d57efb8826e4d469bd53bf730e83c9c_49) | | | [\[Reserved\]](#i5d57efb8826e4d469bd53bf730e83c9c_49) | | | [26](#i5d57efb8826e4d469bd53bf730e83c9c_49) | | |

| [PART III](#i5d57efb8826e4d469bd53bf730e83c9c_238) | | | | | | | | |

| [PART IV](#i5d57efb8826e4d469bd53bf730e83c9c_256) | | | | | | | | |

| [Item 16.](#i5d57efb8826e4d469bd53bf730e83c9c_262) | | | [Form 10-K Summary](#i5d57efb8826e4d469bd53bf730e83c9c_262) | | | [117](#i5d57efb8826e4d469bd53bf730e83c9c_262) | | |

| [SIGNATURES](#i5d57efb8826e4d469bd53bf730e83c9c_265) | | | | | | [118](#i5d57efb8826e4d469bd53bf730e83c9c_265) | | |

| [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) | | |

| [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) | | |

The number, type, location and size of the properties used by our operations as of December 31, [removed: 2021] [added: 2022] are shown in the following charts, by segment:

| Engineered Products | | | [removed: 26] [added: 25] | | | | | | [removed: 19] [added: 16] | | | | | | [removed: 10] [added: 3] | | | | | | [removed: 55] [added: 1] | | | | | | [removed: 2,908] [added: 45] | | | | | | [removed: 1,175] [added: 1] | | | [added: | | | 10 | | |]

| Clean Energy & Fueling | | | [removed: 29] [added: 33] | | | | | | [added: 21 | | | | | |] 8 | | | | | | [removed: 29] [added: 3] | | | | | | [removed: 66] [added: 65] | | | | | | [removed: 1,458] [added: 1] | | | | | | [removed: 1,889] [added: 12] | | |

| Imaging & Identification | | | [removed: 13] [added: 8] | | | | | | [removed: 15] [added: 28] | | | | | | [removed: 58] [added: 17] | | | | | | [removed: 86] [added: 4] | | | | | | [removed: 689] [added: 57] | | | | | | [removed: 1,068] [added: 1] | | | [added: | | | 11 | | |]

| Pumps & Process Solutions | | | [removed: 39] [added: 34] | | | | | | [removed: 6] [added: 21] | | | | | | [removed: 20] [added: 14] | | | | | | [removed: 65] [added: 1] | | | | | | [removed: 3,044] [added: 70] | | | | | | [removed: 924] [added: 1] | | | [added: | | | 12 | | |]

| Climate & Sustainability Technologies | | | [removed: 20] [added: 17] | | | | | | [removed: 15] [added: 12] | | | | | | [removed: 13] [added: 6] | | | | | | [removed: 48] [added: 2] | | | | | | [removed: 965] [added: 37] | | | | | | [removed: 2,184] [added: 1] | | | [added: | | | 11 | | |]

| Engineered Products | | | [removed: 33 | | | | | | 14] [added: 29] | | | | | | [removed: 7] [added: 12] | | | | | | [removed: 1] [added: 17] | | | | | | [removed: 55] [added: 58] | | | | | | [removed: 1] [added: 2,910] | | | | | | [removed: 7] [added: 962] | | |

| Clean Energy & Fueling | | | [removed: 25 | | | | | | 16] [added: 41] | | | | | | 10 | | | | | | [removed: 2] [added: 36] | | | | | | [removed: 53] [added: 87] | | | | | | [removed: 1] [added: 1,622] | | | | | | [removed: 11] [added: 1,781] | | |

| Imaging & Identification | | | 10 | | | | | | [removed: 33 | | | | | | 23] [added: 8] | | | | | | [removed: 1] [added: 46] | | | | | | [removed: 67] [added: 64] | | | | | | [removed: 1] [added: 625] | | | | | | [removed: 11] [added: 825] | | |

| Pumps & Process Solutions | | | [removed: 29 | | | | | | 18] [added: 37] | | | | | | [removed: 8] [added: 17] | | | | | | [removed: 3] [added: 26] | | | | | | [removed: 58] [added: 80] | | | | | | [removed: 1] [added: 2,587] | | | | | | [removed: 11] [added: 1,172] | | |

| Climate & Sustainability Technologies | | | [removed: 23 | | | | | | 11] [added: 19] | | | | | | [removed: 8] [added: 10] | | | | | | [removed: 4] [added: 19] | | | | | | [removed: 46] [added: 48] | | | | | | [removed: 1] [added: 1,534] | | | | | | [removed: 9] [added: 2,501] | | |

Our executive officers as of February [removed: 11, 2022,] [added: 10, 2023,] and their positions with Dover (and, where relevant, prior business experience) for the past five years, are as follows:

| Richard J. Tobin | | | | | | [removed: 58] [added: 59] | | | | | | 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: 61] [added: 62] | | | | | | Senior Vice [removed: President,] [added: President and Chief] Human Resources [added: Officer] (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: 55] [added: 56] | | | | | | Senior Vice President, General Counsel and Secretary (since January 2013) of Dover. | | |

| Brad M. Cerepak | | | | | | [removed: 62] [added: 63] | | | | | | Senior Vice President and Chief Financial Officer (since May 2011) of Dover. | | |

| Girish Juneja | | | | | | [removed: 52] [added: 53] | | | | | | 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: 47] [added: 48] | | | | | | 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 [removed: Vice President and General Manager, Controlled Temperature Technologies Businesses at] [added: various leadership roles in] Thermo Fisher Scientific [removed: Inc. ("Thermo Fisher") (from March 2017 to June 2017); prior thereto Vice President,] [added: Inc.'s Controlled Temperature Technologies Business,] Industrial [removed: Segment at Thermo Fisher (from December 2015 to March 2017); prior thereto Vice President] [added: Segment,] and [removed: General Manager,] Global Chemicals Business Unit [removed: (from] [added: between] June 2012 [removed: to November 2015) at Thermo Fisher.] [added: and June 2017.] | | |

| Anthony K. Kosinski | | | | | | [removed: 55] [added: 56] | | | | | | Vice President, Tax (since June 2016) of Dover; prior thereto Director, Domestic Tax (June 2003 to June 2016) of Dover. | | |

| James M. Moran | | | | | | [removed: 56] [added: 57] | | | | | | Vice President, Treasurer (since November 2015) of Dover; prior thereto Senior Vice President and Treasurer (from June 2013 to August 2015) of Navistar International Corporation (“NIC”); prior thereto Vice President and Treasurer (from 2008 to June 2013) of NIC; also served as Senior Vice President and Treasurer of Navistar, Inc. (from June 2013 to August 2015). | | |

| Ryan W. Paulson | | | | | | [removed: 48] [added: 49] | | | | | | Vice President [removed: &] [added: and] Controller (from July 2019) of Dover; prior thereto Assistant Controller, Global Consolidations [removed: &] [added: and] Operations Accounting (from August 2017 to July 2019); prior thereto partner at PricewaterhouseCoopers LLP (from July 2012 to June 2017). | | |

As of [removed: February 1, 2022,] [added: January 31, 2023,] there were [removed: 1,264] [added: 1,218] holders of record of Dover common stock.

[removed: No] [added: Exclusive of the ASR Agreement, no] share repurchases were made under the November 2020 authorization during the three months ended December 31, [removed: 2021.][added: 2022.]

As of December 31, [removed: 2021, 19,817,049] [added: 2022, 15,283,326] shares remain authorized for repurchase under the November 2020 share repurchase authorization.

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

[removed: ][added: ]

Data Source: Research Data Group, [removed: Inc][added: Inc.]

This graph assumes $100 invested on December 31, [removed: 2016] [added: 2017] in Dover common stock, the S&P 500 [removed: Index,] [added: Index and] the S&P 500 Industrials [removed: Index, and an Old Peer Group] Index.

During 2022, the Company received a total of 3,892,295 shares upon completion of the accelerated share repurchase agreement (the "ASR Agreement") for $500 million.

The total number of shares ultimately repurchased under the ASR Agreement was based on the volume-weighted average share price of Dover's common stock during the calculation period of the ASR Agreement, less a discount, which was $128.46 over the term of the ASR Agreement.

During the year ended December 31, 2022, the company repurchased, exclusive of the ASR Agreement, 641,428 shares of its common stock for a total cost of $85 million, or $132.52 per share.

During the year ended December 31, 2021, under our November 2020 standing share repurchase authorization, which began on January 1, 2021, we purchased 182,951 shares of common stock at a total cost of $21,637 or $118.27 per share.

The 2021 new peer index group consists of the S&P 500 Industrials Index.

The Old Peer Group index consists of the following 29 public companies selected by Dover.

| | | | | | | | | |

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

| 3M Company | | | Flowserve Corporation | | | Parker-Hannifin Corp. | | |

| Ametek Inc. | | | Fortive Corp. | | | Pentair Plc | | |

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

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

| Corning Inc. | | | Illinois Tool Works Inc. | | | Snap-on Inc. | | |

| Crane Co. | | | Ingersoll Rand Inc. | | | SPX Flow Inc. | | |

| Danaher Corp. | | | ITT Inc. | | | Teledyne Technologies Inc. | | |

| Eaton Corporation Plc | | | Johnson Controls International Plc | | | Textron Inc. | | |

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

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

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.

[Table of](#i669e89da6bc143e586df2c8d115341a0_7) [Contents](#i669e89da6bc143e586df2c8d115341a0_7)

| [removed: [58](#i669e89da6bc143e586df2c8d115341a0_82)] [added: [58](#i5d57efb8826e4d469bd53bf730e83c9c_97)] | | | [Management's Report on Internal Control Over Financial [removed: Reporting](#i669e89da6bc143e586df2c8d115341a0_82)] [added: Reporting](#i5d57efb8826e4d469bd53bf730e83c9c_97)] | | |

| [removed: [59](#i669e89da6bc143e586df2c8d115341a0_85)] [added: [59](#i5d57efb8826e4d469bd53bf730e83c9c_100)] | | | [Report of Independent Registered Public Accounting [removed: Fir](#i669e89da6bc143e586df2c8d115341a0_85)[m] [added: Firm] (PCAOB [removed: ID](#i669e89da6bc143e586df2c8d115341a0_85) 238[)](#i669e89da6bc143e586df2c8d115341a0_85)] [added: ID](#i5d57efb8826e4d469bd53bf730e83c9c_100) 238[)](#i5d57efb8826e4d469bd53bf730e83c9c_100)] | | |

| [removed: [61](#i669e89da6bc143e586df2c8d115341a0_88)] [added: [61](#i5d57efb8826e4d469bd53bf730e83c9c_103)] | | | [Consolidated Statements of [removed: Earnings](#i669e89da6bc143e586df2c8d115341a0_88)] [added: Earnings](#i5d57efb8826e4d469bd53bf730e83c9c_103)] | | |

| [removed: [62](#i669e89da6bc143e586df2c8d115341a0_91)] [added: [62](#i5d57efb8826e4d469bd53bf730e83c9c_106)] | | | [Consolidated Statements of Comprehensive [removed: Earnings](#i669e89da6bc143e586df2c8d115341a0_91)] [added: Earnings](#i5d57efb8826e4d469bd53bf730e83c9c_106)] | | |

| [removed: [63](#i669e89da6bc143e586df2c8d115341a0_94)] [added: [63](#i5d57efb8826e4d469bd53bf730e83c9c_109)] | | | [Consolidated Balance [removed: Sheets](#i669e89da6bc143e586df2c8d115341a0_94)] [added: Sheets](#i5d57efb8826e4d469bd53bf730e83c9c_109)] | | |

| [removed: [64](#i669e89da6bc143e586df2c8d115341a0_97)] [added: [64](#i5d57efb8826e4d469bd53bf730e83c9c_112)] | | | [Consolidated Statements of Stockholders' [removed: Equity](#i669e89da6bc143e586df2c8d115341a0_97)] [added: Equity](#i5d57efb8826e4d469bd53bf730e83c9c_112)] | | |

| [removed: [65](#i669e89da6bc143e586df2c8d115341a0_100)] [added: [65](#i5d57efb8826e4d469bd53bf730e83c9c_115)] | | | [Consolidated Statements of Cash [removed: Flows](#i669e89da6bc143e586df2c8d115341a0_100)] [added: Flows](#i5d57efb8826e4d469bd53bf730e83c9c_115)] | | |

| [removed: [66](#i669e89da6bc143e586df2c8d115341a0_103)] [added: [66](#i5d57efb8826e4d469bd53bf730e83c9c_118)] | | | [Notes to Consolidated Financial [removed: Statements](#i669e89da6bc143e586df2c8d115341a0_103)] [added: Statements](#i5d57efb8826e4d469bd53bf730e83c9c_118)] | | |

| [removed: [66](#i669e89da6bc143e586df2c8d115341a0_103)] [added: [66](#i5d57efb8826e4d469bd53bf730e83c9c_118)] | | | [Note 1 - Description of Business and Summary of Significant Accounting [removed: Policies](#i669e89da6bc143e586df2c8d115341a0_106)] [added: Policies](#i5d57efb8826e4d469bd53bf730e83c9c_121)] | | |

| [removed: [79](#i669e89da6bc143e586df2c8d115341a0_133)] [added: [79](#i5d57efb8826e4d469bd53bf730e83c9c_154)] | | | [Note 6 - Property, Plant and Equipment, [removed: net](#i669e89da6bc143e586df2c8d115341a0_133)] [added: net](#i5d57efb8826e4d469bd53bf730e83c9c_154)] | | |

| [removed: [82](#i669e89da6bc143e586df2c8d115341a0_139)] [added: [81](#i5d57efb8826e4d469bd53bf730e83c9c_160)] | | | [Note 8 - Credit [removed: Losses](#i669e89da6bc143e586df2c8d115341a0_139)] [added: Losses](#i5d57efb8826e4d469bd53bf730e83c9c_160)] | | |

| [removed: [82](#i669e89da6bc143e586df2c8d115341a0_142)] [added: [82](#i5d57efb8826e4d469bd53bf730e83c9c_163)] | | | [Note 9 - Goodwill and Other Intangible [removed: Assets](#i669e89da6bc143e586df2c8d115341a0_142)] [added: Assets](#i5d57efb8826e4d469bd53bf730e83c9c_163)] | | |

[removed: | [84](#i669e89da6bc143e586df2c8d115341a0_148) | | | [Note 10 -] [added: Other] Accrued Expenses and Other [removed: Liabilities](#i669e89da6bc143e586df2c8d115341a0_148) | | |][added: Liabilities]

| [removed: [85](#i669e89da6bc143e586df2c8d115341a0_151)] [added: [84](#i5d57efb8826e4d469bd53bf730e83c9c_172)] | | | [Note 11 - Restructuring [removed: Activities](#i669e89da6bc143e586df2c8d115341a0_151)] [added: Activities](#i5d57efb8826e4d469bd53bf730e83c9c_172)] | | |

| [removed: [88](#i669e89da6bc143e586df2c8d115341a0_160)] [added: [87](#i5d57efb8826e4d469bd53bf730e83c9c_181)] | | | [Note 13 - Financial [removed: Instruments](#i669e89da6bc143e586df2c8d115341a0_160)] [added: Instruments](#i5d57efb8826e4d469bd53bf730e83c9c_181)] | | |

| [removed: [90](#i669e89da6bc143e586df2c8d115341a0_163)] [added: [89](#i5d57efb8826e4d469bd53bf730e83c9c_184)] | | | [Note 14 - Income [removed: Taxes](#i669e89da6bc143e586df2c8d115341a0_163)] [added: Taxes](#i5d57efb8826e4d469bd53bf730e83c9c_184)] | | |

| [removed: [93](#i669e89da6bc143e586df2c8d115341a0_166)] [added: [92](#i5d57efb8826e4d469bd53bf730e83c9c_187)] | | | [Note 15 - Equity and Cash Incentive [removed: Program](#i669e89da6bc143e586df2c8d115341a0_166)] [added: Program](#i5d57efb8826e4d469bd53bf730e83c9c_187)] | | |

| [removed: [96](#i669e89da6bc143e586df2c8d115341a0_172)] [added: [95](#i5d57efb8826e4d469bd53bf730e83c9c_190)] | | | [Note 16 - Commitments and Contingent [removed: Liabilities](#i669e89da6bc143e586df2c8d115341a0_172)] [added: Liabilities](#i5d57efb8826e4d469bd53bf730e83c9c_190)] | | |

| [removed: [97](#i669e89da6bc143e586df2c8d115341a0_175)] [added: [96](#i5d57efb8826e4d469bd53bf730e83c9c_193)] | | | [Note 17 - Employee Benefit [removed: Plans](#i669e89da6bc143e586df2c8d115341a0_175)] [added: Plans](#i5d57efb8826e4d469bd53bf730e83c9c_193)] | | |

| [removed: [107](#i669e89da6bc143e586df2c8d115341a0_187)] [added: [106](#i5d57efb8826e4d469bd53bf730e83c9c_205)] | | | [Note 20 - Earnings per [removed: Share](#i669e89da6bc143e586df2c8d115341a0_187)] [added: Share](#i5d57efb8826e4d469bd53bf730e83c9c_205)] | | |

| [removed: [108](#i669e89da6bc143e586df2c8d115341a0_205)] [added: [107](#i5d57efb8826e4d469bd53bf730e83c9c_223)] | | | [Financial Statement Schedule - Schedule II, Valuation and Qualifying [removed: Account](#i669e89da6bc143e586df2c8d115341a0_205)[s] [added: Accounts] for the [removed: Years](#i669e89da6bc143e586df2c8d115341a0_205) [E](#i669e89da6bc143e586df2c8d115341a0_205)[nded](#i669e89da6bc143e586df2c8d115341a0_205) [](#i669e89da6bc143e586df2c8d115341a0_205)[December 31,](#i669e89da6bc143e586df2c8d115341a0_205) [2021](#i669e89da6bc143e586df2c8d115341a0_205)[,](#i669e89da6bc143e586df2c8d115341a0_205) [2020](#i669e89da6bc143e586df2c8d115341a0_205)[,] [added: Years Ended December 31, 2022, 2021,] and [removed: 2019](#i669e89da6bc143e586df2c8d115341a0_205)] [added: 2020](#i5d57efb8826e4d469bd53bf730e83c9c_223)] | | |

The [removed: Company’s] [added: Company's] management assessed the effectiveness of the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on its assessment under the criteria set forth in *Internal Control — Integrated Framework* (2013), management concluded that, as of December 31, [removed: 2021,] [added: 2022,] the [removed: Company’s] [added: 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 [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] 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 [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

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

As described in Notes 1 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $4.559] [added: $4.669] billion as of December 31, [removed: 2021.][added: 2022.]

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

[removed: | February 11, 2022 | | | | | |][added: 2022]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Revenue | | | $ | [removed: 7,907,081] [added: 8,508,088] | | | | | $ | [removed: 6,683,760] [added: 7,907,081] | | | | | $ | [removed: 7,136,397] [added: 6,683,760] | |

| Cost of goods and services | | | [removed: 4,937,295] [added: 5,444,532] | | | | | | [removed: 4,209,741] [added: 4,937,295] | | | | | | [removed: 4,515,459] [added: 4,209,741] | | |

| Gross profit | | | [removed: 2,969,786] [added: 3,063,556] | | | | | | [removed: 2,474,019] [added: 2,969,786] | | | | | | [removed: 2,620,938] [added: 2,474,019] | | |

| Selling, general and administrative expenses | | | [removed: 1,688,278] [added: 1,684,226] | | | | | | [removed: 1,541,032] [added: 1,688,278] | | | | | | [removed: 1,599,098] [added: 1,541,032] | | |

| Operating earnings | | | [removed: 1,281,508] [added: 1,379,330] | | | | | | [removed: 932,987] [added: 1,281,508] | | | | | | [removed: 974,894] [added: 932,987] | | |

| Interest expense | | | [removed: 106,319] [added: 116,456] | | | | | | [removed: 111,937] [added: 106,319] | | | | | | [removed: 125,818] [added: 111,937] | | |

| Interest income | | | [removed: (4,441)] [added: (4,430)] | | | | | | [removed: (3,571)] [added: (4,441)] | | | | | | [removed: (4,526)] [added: (3,571)] | | |

| [70](#i5d57efb8826e4d469bd53bf730e83c9c_130) | | | [Note 2 - Revenue](#i5d57efb8826e4d469bd53bf730e83c9c_130) | | |

| [73](#i5d57efb8826e4d469bd53bf730e83c9c_139) | | | [Note 3 - Acquisitions](#i5d57efb8826e4d469bd53bf730e83c9c_139) | | |

| [78](#i5d57efb8826e4d469bd53bf730e83c9c_148) | | | [Note 4 - Dispositions](#i5d57efb8826e4d469bd53bf730e83c9c_148) | | |

| [79](#i5d57efb8826e4d469bd53bf730e83c9c_151) | | | [Note 5 - Inventories, net](#i5d57efb8826e4d469bd53bf730e83c9c_151) | | |

| [79](#i5d57efb8826e4d469bd53bf730e83c9c_157) | | | [Note 7 - Leases](#i5d57efb8826e4d469bd53bf730e83c9c_157) | | |

| [86](#i5d57efb8826e4d469bd53bf730e83c9c_175) | | | [Note 12 - Borrowings](#i5d57efb8826e4d469bd53bf730e83c9c_175) | | |

| [102](#i5d57efb8826e4d469bd53bf730e83c9c_199) | | | [Note 18 - Accumulated Other Comprehensive Earnings (Loss)](#i5d57efb8826e4d469bd53bf730e83c9c_199) | | |

| [103](#i5d57efb8826e4d469bd53bf730e83c9c_202) | | | [Note 19 - Segment Information](#i5d57efb8826e4d469bd53bf730e83c9c_202) | | |

| [106](#i5d57efb8826e4d469bd53bf730e83c9c_208) | | | [Note 21 - Shareholder's Equity](#i5d57efb8826e4d469bd53bf730e83c9c_208) | | |

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.

| Cash and cash equivalents | | | $ | 380,868 | | | | | $ | 385,504 | |

| Net earnings | | | — | | | | | | — | | | | | | 1,065,376 | | | | | | — | | | | | | — | | | | | | 1,065,376 | | |

| Common stock acquired, including accelerated share repurchase program | | | — | | | | | | (6,073) | | | | | | — | | | | | | — | | | | | | (578,927) | | | | | | (585,000) | | |

| Balance at December 31, 2022 | | | $ | 259,644 | | | | | $ | 867,560 | | | | | $ | 10,223,070 | | | | | $ | (266,223) | | | | | $ | (6,797,685) | | | | | $ | 4,286,366 | |

| Net earnings | | | $ | 1,065,376 | | | | | $ | 1,123,818 | | | | | $ | 683,451 | |

| Gain on dispositions | | | — | | | | | | (206,338) | | | | | | (5,213) | | |

| Repurchase of common stock, including accelerated share repurchase program | | | (585,000) | | | | | | (21,637) | | | | | | (106,279) | | |

In September 2022, the FASB issued ASU No. 2022-04 Liabilities-Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations.

The amendments in this update require a buyer in a supplier finance program to disclose information about the program's nature, activity during the period, changes from period to period, and potential magnitude.

The guidance will become effective January 1, 2023 and early adoption is permitted.

Management is currently evaluating the impact of adopting this ASU on the Company's Consolidated Financial Statements.

The Company early adopted the guidance as of January 1, 2022, which did not have a material impact on the Company's Consolidated Financial Statements.

In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 as an update to ASU No. 2020-04.

Of these transactions, one includes additional consideration contingent on achieving certain financial performance targets.

Malema

On July 1, 2022, the Company acquired 99.7% of the equity interests in Malema Engineering Corporation and its related foreign entities ("Malema"), a designer and manufacturer of flow measurement and control instruments serving customers in the biopharmaceutical, semiconductor and industrial sectors, for $223,462, net of cash acquired and inclusive of the impact of measurement period adjustments discussed below, subject to contingent consideration.

During the fourth quarter of 2022, the Company acquired the remaining 0.3% of equity interests in Malema.

The Malema acquisition expands the Company's biopharma single-use production offering within the Pumps & Process Solutions segment.

The contingent consideration is based upon meeting certain financial performance targets for each twelve-month period over the next two years from March 31, 2022, with a maximum potential payout of $50,000.

No value is attributed to the current estimated fair value of contingent earn-out liability, which will be reassessed quarterly during the performance periods.

During the year ended December 31, 2022, the Company recorded measurement period adjustments primarily related to its preliminary treatment of certain liabilities.

These adjustments are based on facts and circumstances that existed, but were not known, as of the acquisition date which resulted in an increase in goodwill of $1,381.

| | | | | | | Total | | |

| Goodwill | | | | | | 153,082 | | |

| Other assets and deferred charges | | | | | | 1,159 | | |

On December 14, 2022, the Company acquired 100% of the equity interests in Witte Pumps & Technology GmbH ("Witte"), a manufacturer of precision gear pumps, for $81,293, net of cash acquired.

The Witte acquisition expands the Company's reach into gear pump manufacturing and associated spare parts and services for the chemical, plastics and polymer processing, food and beverage, and pharmaceutical industries within the Pumps & Process Solutions segment.

On May 2, 2022, the Company acquired 100% of the equity interests in AMN DPI ("AMN"), a designer and manufacturer of polymer pelletizing tools, for $8,100, net of cash acquired.

The AMN acquisition extends the Company's reach into polymer processing equipment production within the Pumps & Process Solutions segment.

The following presents, for the two acquisitions other than Malema, the preliminary allocation of purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at acquisition date:

| [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) | | |

| [80](#i669e89da6bc143e586df2c8d115341a0_136) | | | [Note 7 - Leases](#i669e89da6bc143e586df2c8d115341a0_136) | | |

| [87](#i669e89da6bc143e586df2c8d115341a0_154) | | | [Note 12 - Borrowings](#i669e89da6bc143e586df2c8d115341a0_154) | | |

| [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_190) | | | [Note 21 - Shareholder's Equity](#i669e89da6bc143e586df2c8d115341a0_190) | | |

[Table of](#i669e89da6bc143e586df2c8d115341a0_7) [Contents](#i669e89da6bc143e586df2c8d115341a0_7)

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

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

| Notes payable | | | $ | 105,702 | | | | | $ | — | |

| Balance at December 31, 2018 | | | $ | 257,822 | | | | | $ | 886,016 | | | | | $ | 7,815,486 | | | | | $ | (243,096) | | | | | $ | (5,947,562) | | | | | $ | 2,768,666 | |

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

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

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

| Proceeds from long-term debt | | | — | | | | | | — | | | | | | 847,469 | | |

| Repayment of long-term debt | | | — | | | | | | — | | | | | | (805,112) | | |

| Purchase of common stock | | | (21,637) | | | | | | (106,279) | | | | | | (143,280) | | |

| Cash and cash equivalents at beginning of year | | | 513,075 | | | | | | 397,253 | | | | | | 396,221 | | |

In view of recent changes to the Company's business portfolio and to better reflect the markets and customers served, the name of the Fueling Solutions segment was changed to Clean Energy & Fueling and the name of the Refrigeration & Food Equipment segment was changed to Climate & Sustainability Technologies.

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

The Company uses discount rates commensurate with the risks and uncertainties inherent to each reporting unit and in the internally developed forecasts.

impairment loss.

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

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

The Company has deductibles for its product and commercial general liability claims up to $5.0 million per occurrence, its workers’ compensation claims up to $0.8 million per occurrence and its automobile liability claims up to $1.0 million per occurrence.

Third-party insurance provides primary-level coverage in excess of these amounts up to certain specified limits.

In addition, the Company has excess liability insurance from third-party insurers on both an individual occurrence and an aggregate basis well in excess of the limits of the primary coverage.

A worldwide program of property insurance covers the Company’s owned and leased property for claims, including business interruption that may occur due to an insured hazard affecting those properties, subject to reasonable deductibles and aggregate limits.

As part of the Company’s risk management program, insurance is maintained to transfer risk beyond the level of self-retention and provide protection on both an individual claim and annual aggregate basis.

The Company is in the process of assessing the impact of this ASU on its Consolidated Financial Statements, but does not expect this update to have a material impact.

The Company adopted the guidance during the third quarter of 2021.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables.

This may result in the earlier recognition of allowances for losses.

In addition, the FASB issued ASU 2019-04, Codification Improvements to Topic 326 which provides clarity on certain aspects of the amendments in ASU 2016-13.

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

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

See Note 8 — Credit Losses for further details.

Based on an evaluation under the supervision and with the participation of the [removed: Company’s] [added: Company's] management, the [removed: Company’s] [added: Company's] Chief Executive Officer and Chief Financial Officer have concluded that the [removed: Company’s] [added: Company's] disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act were effective as of December 31, [removed: 2021] [added: 2022] 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 [removed: Company’s] [added: 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: 2021,] [added: 2022,] there were no changes in the [removed: Company’s] [added: Company's] internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the [removed: Company’s] [added: Company's] internal control over financial reporting.

The information with respect to the corporate governance matters required to be included pursuant to this Item 10 will be included in the [removed: 2022] [added: 2023] 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: 11, 2022.][added: 10, 2023.]

The information with respect to Section 16(a) reporting compliance required to be included in this Item 10 will be included in our [removed: 2022] [added: 2023] Proxy Statement and is incorporated in this Item 10 by reference.

Michael Manley1,4

Chief Executive Officer of AutoNation, Inc.

The information with respect to executive compensation and the compensation committee required to be included pursuant to this Item 11 will be included in our [removed: 2022] [added: 2023] Proxy Statement and is incorporated in this Item 11 by reference.

The information regarding security ownership of certain beneficial owners and management that is required to be included pursuant to this Item 12 will be included in our [removed: 2022] [added: 2023] 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: 2021:][added: 2022:]

1.Column (a) includes shares issuable pursuant to outstanding [removed: SARs,] [added: stock appreciation rights ("SARs"),] restricted stock units [added: ("RSUs")] and performance share awards [added: ("PSAs")] under the Company's 2021 Omnibus Incentive Plan (the "2021 [removed: Plan"),] [added: Plan") and] 2012 Equity and Cash Incentive Plan (the "2012 [removed: Plan"), and the 2005 Equity and Cash Incentive Plan (the "2005] Plan").

[removed: Restricted stock unit] [added: RSUs] and [removed: performance share awards] [added: PSAs] are not reflected in the weighted exercise price in column (b) as these awards do not have an exercise price.

2.Column (c) consists of shares available for future issuance under the Company's [removed: the] 2021 Plan.

Under the 2021 Plan, the Company may grant stock options, SARs, restricted [removed: stock or restricted stock units, performance share awards,] [added: stock, RSUs, PSAs,] director shares, or deferred stock units.

Under the 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, [removed: restricted stock unit, performance share,] [added: RSUs, PSAs,] director share, or deferred stock unit awards.

As of December 31, [removed: 2021,] [added: 2022,] equity securities have been authorized for issuance to employees and/or non-employee directors under the 2021 Plan and its predecessor [removed: plans] [added: plan] (the "2012 [removed: Plan" and "2005] Plan").

Although the 2012 [removed: and 2005 Plans have] [added: Plan has] expired and no further awards may be granted under the [removed: Plans,] [added: Plan,] there remain outstanding [removed: stock-settled appreciation rights, restricted stock units,] [added: SARs, RSUs,] and [removed: performance share awards] [added: PSAs] under the 2012 [removed: and 2005 Plans,] [added: Plan,] which are reflected in Column (a) of the table.

| Equity compensation plans approved by stockholders | | | 2,678,025 | | | | | | $ | 98.70 | | | | | 12,533,401 | | |

| Total | | | 2,678,025 | | | | | | $ | 98.70 | | | | | 12,533,401 | | |

| Equity compensation plans approved by stockholders | | | 2,676,195 | | | | | | $ | 89.49 | | | | | 13,175,027 | | |

| Total | | | 2,676,195 | | | | | | $ | 89.49 | | | | | 13,175,027 | | |

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: 2022] [added: 2023] Proxy Statement and is incorporated in this Item 13 by reference.

The information with respect to the [removed: Company’s] [added: 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: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement and is incorporated in this Item 14 by reference.

| [removed: (2.1)] [added: (10.2)] | | | [removed: [Separation and Distribution] [added: [Tax Matters] Agreement, dated May 9, 2018, by and between Dover Corporation and Apergy Corporation, filed as Exhibit [removed: 2.1] [added: 10.2] to the [removed: Company’s] [added: Company](http://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm)[s] Current Report on Form 8-K filed May 11, 2018 (SEC File No. 001-04018), is incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex21.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm)] | | |

| (3)(i) | | | [Fifth Restated Certificate of Incorporation of the Company, filed as Exhibit 3(i)(a) to the [removed: Company’s] [added: Company](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519139679/d741573dex3ia.htm)['](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519139679/d741573dex3ia.htm)[s] Current Report on Form 8-K filed May 7, 2019 (SEC File No. 001-04018), is incorporated by reference.](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519139679/d741573dex3ia.htm) | | |

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

| (4.11) | | | [Fifth Supplemental Indenture, dated as of November 3, 2015, between the Company and J.P. Morgan Trust Company National Association, as trustee, filed as Exhibit 4.1 to the [removed: Company’s] [added: Company](http://www.sec.gov/Archives/edgar/data/29905/000119312515363443/d25548dex41.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000119312515363443/d25548dex41.htm)[s] Current Report on Form 8-K filed on November 3, 2015 (SEC File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312515363443/d25548dex41.htm) | | |

| (4.12) | | | [Form of Global Note representing the 3.150% Notes due 2025 ($400,000,000 aggregate principal amount) (included as Exhibit A to the Fifth Supplemental Indenture), filed as Exhibit 4.1 to the [removed: Company’s] [added: Company](http://www.sec.gov/Archives/edgar/data/29905/000119312515363443/d25548dex41.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000119312515363443/d25548dex41.htm)[s] Current Report on Form 8-K filed on November 3, 2015 (SEC File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312515363443/d25548dex41.htm) | | |

| (4.13) | | | [Sixth Supplemental Indenture, dated as of November 9, 2016, between the Company and J.P. Morgan Trust Company National Association, as trustee, filed as Exhibit 4.1 to the [removed: Company’s] [added: Company](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm)[s] Current Report on Form 8-K filed on November 9, 2016 (SEC File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm) | | |

| (4.14) | | | [Form of Global Note representing the 1.250% Notes due 2026 (€600,000,000 aggregate principal amount) (included as Exhibit A to the Sixth Supplemental Indenture), filed as Exhibit 4.1 to the [removed: Company’s] [added: Company](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm)[s] Current Report on Form 8-K filed on November 9, 2016 (SEC File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.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 [removed: Company’s] [added: Company](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519283338/d816977dex41.htm)['](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519283338/d816977dex41.htm)[s] Current Report on Form 8-K filed on November 4, 2019 (SEC File No. 001-04018), is incorporated by reference.](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519283338/d816977dex41.htm) | | |

| (4.16) | | | [Form of Global Note representing the 0.750% Notes due 2027 (€500,000,000 aggregate principal amount) (included as Exhibit A to the Seventh Supplemental Indenture), filed as Exhibit 4.2 to the [removed: Company’s] [added: Company](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex41.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex41.htm)[s] Current Report on Form 8-K filed on November 4, 2019 (SEC File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex41.htm) | | |

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

| (4.18) | | | [Form of Global Note representing the 2.950% Notes due 2029 ($300,000,000 aggregate principal amount) (included as Exhibit A to the Eighth Supplemental Indenture), filed as Exhibit 4.4 to the [removed: Company’s] [added: Company](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm)[s] Current Report on Form 8-K filed on November 4, 2019 (SEC File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm) | | |

| (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 10.1 to the [removed: Company’s] [added: Company](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519265497/d819010dex101.htm)['](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519265497/d819010dex101.htm)[s] Current Report on Form 8-K filed October 10, 2019 (SEC File No. 001-04018), is incorporated by reference.](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519265497/d819010dex101.htm) | | |

| [removed: (10.2)] [added: (10.31)] | | | [removed: [Employee Matters Agreement, dated May 9, 2018, by and between Dover] [added: [Dover] Corporation [removed: and Apergy Corporation,] [added: 2021 Omnibus Incentive Plan,] filed as Exhibit 10.1 to the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed May [removed: 11, 2018] [added: 10, 2021] (SEC File No. 001-04018), is incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex101.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000119312521156215/d662152dex101.htm)] | | |

| (10.3) | | | [removed: [Tax Matters Agreement, dated May 9, 2018, by and between Dover] [added: [Dover] Corporation [added: Executive Officer Annual Incentive Plan, as amended] and [removed: Apergy Corporation,] [added: restated as of January 1, 2009,] filed as Exhibit 10.2 to the [removed: Company’s] [added: Company](http://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w2.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w2.htm)[s] Current Report on Form 8-K filed May [removed: 11, 2018] [added: 13, 2009] (SEC File No. 001-04018), is incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w2.htm)] | | |

| (10.4) | | | [removed: [Dover] [added: [First Amendment to the Dover] Corporation Executive Officer Annual Incentive Plan, as amended [removed: and restated as of January 1, 2009,] [added: November 14, 2019,] filed as Exhibit [removed: 10.2] [added: 10.3] to the Company's [removed: Current] [added: Annual] Report on Form [removed: 8-K filed May 13, 2009] [added: 10-K for the year ended December 31, 2019] (SEC File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w2.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)] | | |

| [removed: (10.5)] [added: (10.14)] | | | [removed: [First Amendment] [added: [Amendment No. 1] to the Dover Corporation [removed: Executive Officer Annual] [added: 2012 Equity and Cash] Incentive Plan, [removed: as amended November 14, 2019,] filed as Exhibit [removed: 10.3] [added: 10.25] to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2019] [added: 2013] (SEC File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990514000012/a2013123110-kexhibit1025.htm)] | | |

| [removed: (10.6)] [added: (10.5)] | | | [Dover Corporation Deferred Compensation Plan, as amended and restated as of September 21, 2020, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2020 (SEC File No. 001-04018), is incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm) | | |

| (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 [removed: Company’s] [added: Company](http://www.sec.gov/Archives/edgar/data/29905/000002990517000011/a2016123110-kexhibit1019.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000002990517000011/a2016123110-kexhibit1019.htm)[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) | | |

| (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 [removed: Company’s] [added: Company](http://www.sec.gov/Archives/edgar/data/29905/000002990518000043/a2018063010-qexhibit102.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000002990518000043/a2018063010-qexhibit102.htm)[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) | | |

| (10.13) | | | [Dover Corporation [removed: 2005] [added: 2012] Equity and Cash Incentive Plan, [removed: amended and restated] [added: effective] as of [removed: January 1, 2009,] [added: May 3, 2012,] filed as Exhibit 10.1 to the [removed: Company’s Current] [added: Company's Quarterly] Report on Form [removed: 8-K filed May 13, 2009] [added: 10-Q for the period ended June 30, 2012] (SEC File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w1.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm)] | | |

| [removed: (10.14)] [added: (10.18)] | | | [removed: [Amendment No. 1 to] [added: [Form of award grant letter for SSAR grants made under] the Dover Corporation [removed: 2005] [added: 2012] Equity and Cash Incentive [removed: Plan (Amended and Restated as of January 1, 2009),] [added: Plan,] filed as Exhibit [removed: 10.9] [added: 10.25] to the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for the period ended December 31, 2014 (SEC File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990515000007/a2014123110-kexhibit109.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990515000007/a2014123110-kexhibit1025.htm)] | | |

| (10.15) | | | [Amendment No. [removed: 1] [added: 2, adopted and effective as of August 6, 2014,] to the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit [removed: 10.25] [added: 10.1] to the [removed: Company’s Annual] [added: Company](http://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm)[s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: period] ended [removed: December 31, 2013] [added: September 30, 2014] (SEC File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990514000012/a2013123110-kexhibit1025.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm)] | | |

| [removed: (10.16)] [added: (10.17)] | | | [Form of award grant letter for SSAR grants made under the Dover Corporation [removed: 2005] [added: 2012] Equity and Cash Incentive Plan, filed as Exhibit [removed: 10.8] [added: 10.5] to the [removed: Company's Annual] [added: Company](http://www.sec.gov/Archives/edgar/data/29905/000002990514000025/a2014033110-qexhibit105.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000002990514000025/a2014033110-qexhibit105.htm)[s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the period ended [removed: December] [added: March] 31, [removed: 2011] [added: 2014] (SEC File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990512000008/form10k-123111ex108.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990514000025/a2014033110-qexhibit105.htm)] | | |

| [removed: (10.17)] [added: (10.16)] | | | [removed: [Dover] [added: [Amendment Number 3, adopted and effective as of February 12, 2021, to the Dover] Corporation 2012 Equity and Cash Incentive Plan, [removed: 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 [removed: June 30, 2012] [added: March 31, 2021] (SEC File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm)] | | |

| [removed: (10.18)] [added: (10.19)] | | | [removed: [Amendment No. 2, adopted and effective as] [added: [Form] of [removed: August 6, 2014, to] [added: award grant letter for SSAR grants made under] the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the period ended [removed: September 30, 2014] [added: March 31, 2016] (SEC File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990516000074/a2016033110-qexhibit101.htm)] | | |

| [removed: (10.19)] [added: (10.24)] | | | [removed: [Amendment Number 3, adopted and effective as] [added: [Form] of [removed: February 12, 2021, to] [added: 2021 award grant letter for SSAR grants made under] the Dover Corporation 2012 Equity and Cash Incentive [removed: Plan,] [added: Plan] filed as Exhibit [removed: 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] [added: 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 [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit102.htm)] | | |

| (10.20) | | | [Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit [removed: 10.20] [added: 10.1] to the [removed: Company’s Annual] [added: Company's Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: period] ended [removed: December] [added: March] 31, [removed: 2012] [added: 2017] (SEC File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990513000014/a2012123110-kexhibit1020.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990517000017/a2017033110-qexhibit101.htm)] | | |

| (10.21) | | | [Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit [removed: 10.5] [added: 10.1] to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2014] [added: 2018] (SEC File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990514000025/a2014033110-qexhibit105.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990518000026/a2018033110-qexhibit101.htm)] | | |

| (10.22) | | | [Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit [removed: 10.25] [added: 10.1] to the Company's [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the period ended [removed: December] [added: March] 31, [removed: 2014] [added: 2019] (SEC File No. [removed: 001-04018),] [added: 001-04019),] is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990515000007/a2014123110-kexhibit1025.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qex101.htm)] | | |

| (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, [removed: 2016] [added: 2020] (SEC File No. [removed: 001-04018),] [added: 001-04019),] is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990516000074/a2016033110-qexhibit101.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990520000018/a2020033110-qexhibit101.htm)] | | |

| [removed: (10.24)] [added: (10.30)] | | | [Form of [added: 2021] award grant letter for [removed: SSAR grants] [added: RSU awards] made under the Dover Corporation 2012 Equity and Cash Incentive [removed: Plan,] [added: Plan] filed as Exhibit [removed: 10.1] [added: 10.5] to the Company's Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2017] [added: 2021] (SEC File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990517000017/a2017033110-qexhibit101.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit105.htm)] | | |

| (10.25) | | | [Form of award grant letter for [removed: SSAR grants] [added: performance share awards] made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit [removed: 10.1] [added: 10.3] to the Company's Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2018] [added: 2019] (SEC File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990518000026/a2018033110-qexhibit101.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qexhibit103.htm)] | | |

| [removed: (10.26)] [added: (10.28)] | | | [Form of [removed: award grant letter for SSAR grants made] [added: Restricted Stock Unit Award Letter] under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit [removed: 10.1] [added: 10.4] to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2019 (SEC File No. [removed: 001-04019),] [added: 001-04018),] is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qex101.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qex104.htm)] | | |

| [removed: (10.27)] [added: (10.26)] | | | [Form of award grant letter for [removed: SSAR grants] [added: performance share awards] made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit [removed: 10.1] [added: 10.3] to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2020 (SEC File No. [removed: 001-04019),] [added: 001-04018),] is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990520000018/a2020033110-qexhibit101.htm)] [added: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990520000018/a2020033110-qexhibit103.htm)] | | |