Dover (DOV) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
Item 1A20 rewritten15 added17 removed128 unchanged
All filing items1,070 rewritten514 added466 removed2,080 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 514 added, 466 removed, 1,070 rewritten and 2,080 unchanged across 18 items that differ.
- New this year: Item 1C. CYBERSECURITY.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
20 rewritten, 15 added, 17 removed, 128 unchanged
The [removed: COVID-19 pandemic has disrupted] [added: occurrence of any such event, and] the [added: measures taken in response thereto, may disrupt the] global economy and adversely [removed: impacted] [added: impact] our [removed: businesses,] [added: operations,] including demand for our products across multiple end-markets as well as our supply chain and operations.
[removed: Due to the continuing uncertainties surrounding the pandemic, we] [added: We] are unable to determine the impact that [removed: it] [added: recessions, adverse market conditions or downturns] will have on our financial position, operating results and cash flows in future periods.
Approximately [removed: 43%] [added: 44%] and [removed: 46%] [added: 43%] of our revenues for [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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.
- Our operations, [removed: businesses and] [added: businesses,] products [added: and business strategy] are subject to cybersecurity risks.
We depend on our own and third party [removed: IT] [added: information] systems, including cloud-based systems and managed service providers, to store, process and protect our information and support our business activities.
We also use third party [removed: IT] systems to support employee data processing for our global workforce and to support customer business activities, such as transmitting payment information, providing mobile monitoring services, and capturing operational data.
Additionally, some of our products contain [removed: computer] [added: integrated] hardware and software and offer the ability to connect to [removed: computer] networks.
Our business has both an increasing reliance on [removed: IT] systems and an increasing digital footprint as a result of changing technologies, connected devices and digital offerings, as well as expanded remote work policies.
If these technologies, systems, products or services are damaged, cease to function properly, are compromised due to employee or third-party contractor error, user error, malfeasance, system errors, or other vulnerabilities, or are subject to cybersecurity attacks, such as those involving denial of service attacks, unauthorized access, malicious software, [added: ransomware,] or other intrusions, including by criminals, nation states or insiders, our business may be adversely impacted.
The impacts could include production downtimes, operational delays, and other impacts on our operations and ability to provide products and services to our customers; compromise of confidential, proprietary or otherwise protected information, including personal information and customer confidential data; destruction, corruption, or theft of data or intellectual property; manipulation, disruption, or improper use of these technologies, systems, products or services; financial losses from fraudulent transactions, remedial actions, loss of business or potential liability; adverse media coverage; [removed: and] legal claims or legal proceedings, including regulatory investigations, actions and fines; and damage to our reputation.
[removed: There] [added: However, there] has been a rise in the number of cyberattacks targeting confidential business information generally and in the manufacturing industry specifically, as well as an increase in cyberattacks targeting managed service providers, by both state-sponsored and criminal organizations.
[added: Moreover, there has been a rise in the number of] cyberattacks that depend on human error or manipulation, including phishing attacks or schemes that use social engineering to gain access to systems or perpetuate wire transfer or other frauds.
These trends increase the likelihood of such events occurring as well as the costs associated with protecting against such [removed: attacks.][added: events.]
It is possible for vulnerabilities in our [removed: IT] systems to remain undetected for an extended period of time up to and including several years.
We attempt to mitigate these risks by employing a number of measures, including employee training, systems monitoring and other technical security controls, [added: vulnerability scanning, risk assessments,] a breach response plan, maintenance of backup and protective systems, and security personnel.
[removed: We, and the service providers that we depend on to support our systems and business operations, are regularly the target of, and periodically respond to, cyberattacks, including phishing and denial-of-service attacks, and must] [added: We] continuously monitor and develop our systems to protect our technology infrastructure and data from misappropriation or corruption.
[removed: In addition,] [added: However,] a cybersecurity attack could persist for an extended period of time before being detected, and, following detection, it could take considerable time for us to obtain full and reliable information about the extent, amount and type of information compromised.
[removed: In addition, any] insurance or indemnification rights that we may have may be insufficient or unavailable to protect us against potential loss exposures.
While we generally attempt to mitigate the impact of increased raw material prices by hedging or passing along the increased costs to customers, there may be a time delay between the increased raw [added: material prices and the ability to increase the prices of products, or we may be unable to increase the prices of products due to a competitor's pricing pressure or other factors.]
Accordingly, significant changes in currency exchange rates, particularly the euro, Chinese renminbi (yuan), Swedish krona, pound sterling, Indian rupee, Singapore dollar, Danish krone, and Canadian dollar, could cause fluctuations in the reported results of our businesses' operations that could [added: negatively affect our results of operations.]
- Our businesses or operations may be adversely affected by natural or human-induced disasters, acts of war, terrorism, international conflicts, and public health crises.
Our businesses or operations may be adversely affected by natural or human-induced disasters including, but not limited to, earthquakes; tsunamis; floods; hurricanes, cyclones or typhoons; fires; other extreme weather conditions; power or water shortages; telecommunications failures; materials scarcity; terrorist acts, civil unrest, conflicts or wars; and health epidemics or pandemics.
Existing insurance coverage may not provide protection for all of the costs that may arise from such events.
Additionally, concerns over the economic impact of such events could cause increased volatility in financial and other capital markets, adversely impacting our stock price, our ability to access the capital markets, and our ability to fund liquidity needs.
The impacts of any such unexpected event are difficult to predict but could have a material adverse effect on our
businesses, financial condition, or operations.
Although we have several processes and procedures in place designed to manage and mitigate cybersecurity risk, our business is still subject to certain risks.
While we have measures in place that are designed to protect these systems, these systems have been and are expected to continue to be the target of cyber attacks.
Although we conduct security assessments and
periodic re-assessments of third party partners and other service providers, our systems may also experience vulnerabilities from third-party or open source software code that may be incorporated into our own or our vendors’ systems.
Any prolonged system disruption in our systems or third-party services could negatively impact the coordination of our sales, planning, and manufacturing activities, which could harm our business.
We regularly assess our threat landscape and monitor our systems and other technical security controls, maintain information security policies and procedures, including a breach response plan, ensure maintenance of backup and protective systems, and have a team of security personnel managing our efforts and initiatives.
For additional information on our cybersecurity risk management, strategy and governance, see Item 1C.
"Cybersecurity."
In addition, any
- The COVID-19 pandemic has adversely impacted, and continues to pose risks to, our businesses, the nature and extent of which are highly uncertain and unpredictable.
While we have experienced sequentially improving activity in most markets and geographies, the public health situation, global response measures and corresponding impacts on various markets remain fluid and uncertain and may lead to sudden changes in trajectory and outlook.
Accordingly, we are currently unable to quantify the full and long-term impact of the pandemic on our results of operations, financial position and cash flows.
We have taken and will continue to take steps to mitigate the risks of COVID-19 by working with our customers, employees, suppliers and other stakeholders.
The emergence of new variants of COVID-19, evolving government plans around the world to institute vaccination mandates, including in the U.S., and limited availability of vaccines in various jurisdictions, create uncertainty that may impact our employees and result in labor shortages and unforeseen costs.
We cannot predict 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.
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.
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 oral medicines and actions by governments and private enterprises to contain the outbreak or mitigate the impact of the pandemic.
For example, applicable laws and government measures, such as U.S. federal vaccine mandates or Occupational Safety and Health Administration requirements for vaccination or regular testing, could also result in skilled labor impacts including voluntary attrition or difficulty finding labor or otherwise adversely affect our ability to operate our facilities, obtain materials and component inputs from suppliers or deliver our products in a timely manner.
Furthermore, the pandemic has impacted and may further impact the broader economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange rates and interest rates.
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.
Increasingly, our customers, including government customers, are requiring cybersecurity protections and mandating cybersecurity standards for our products.
Moreover, there has been a rise in the number of
material prices and the ability to increase the prices of products, or we may be unable to increase the prices of products due to a competitor's pricing pressure or other factors.
negatively affect our results of operations.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
193 rewritten, 145 added, 256 removed, 305 unchanged
The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand our results of operations and financial condition for the [removed: years] [added: year] ended December 31, [removed: 2022, 2021 and 2020.][added: 2023.]
For the year ended December 31, [removed: 2022,] [added: 2023,] consolidated revenue was [removed: $8.5] [added: $8.4] billion, [removed: an increase] [added: a decrease] of [removed: $0.6 billion] [added: $70.0 million] or [removed: 7.6%,] [added: 0.8%,] as compared to the prior year.
[removed: Overall, customer] [added: Customer] pricing favorably impacted revenue [added: in 2023] by approximately [added: 3.8% and by] 6.9% [removed: for the year compared to 2.8%] in the prior year.
[removed: Within our Engineered Products segment,] [added: Climate & Sustainability Technologies segment] revenue [added: for the year ended December 31, 2023] increased [removed: $262.8] [added: $40.9] million, or [removed: 14.8%, from] [added: 2.4%, compared to] the prior year, reflecting [removed: a broad-based] [added: an] organic revenue growth of [removed: 16.8% and] [added: 2.4%,] acquisition-related growth of [removed: 0.7%,] [added: 0.2%,] partially offset by an unfavorable [added: impact from] foreign currency translation of [removed: 2.7%.][added: 0.2%.]
[removed: Our Clean Energy & Fueling segment] [added: The decrease is due to a 1.5% organic] revenue [removed: increased $230.4 million, or 14.0%, from prior year, reflecting acquisition-related growth of 18.1%, partially offset by] [added: decline and] an unfavorable impact from foreign currency translation of [removed: 3.8% and an organic decline] [added: 0.2%, partially offset by acquisition-related growth] of [removed: 0.3%.][added: 0.9%.]
[removed: Our] Imaging & Identification segment revenue [added: for the year ended December 31, 2023] decreased [removed: $39.6] [added: $7.1] million, or [removed: 3.4%, from] [added: 0.6% compared to] the prior year, comprised of an unfavorable impact from foreign currency translation of [removed: 6.5%,] [added: 0.8%,] partially offset by organic growth of [removed: 2.9% and acquisition-related growth of] 0.2%.
[removed: Our] Pumps & Process Solutions segment revenue [added: for the year ended December 31, 2023] increased [removed: $19.6] [added: $27.5] million, or [removed: 1.1%, from] [added: 1.6%, compared to] the prior year, attributable to [removed: an organic growth of 4.1% and] acquisition-related growth of [removed: 1.3%, partially offset by an unfavorable] [added: 4.4% and a favorable] impact from foreign currency translation of [removed: 4.3%.][added: 0.5%, partially offset by an organic decline of 3.3%.]
[removed: from foreign] [added: | Foreign] currency translation [removed: of 2.9%.][added: | | | | | | | | | | | | | | | | | | | | | | | | — | | % | | | | | | |]
All other geographic markets [removed: declined 11.3%] [added: grew 38.5%] organically year over year.
Gross profit was $3.1 billion for the year ended December 31, [removed: 2022,] [added: 2023,] an increase of [removed: $93.8] [added: $21.1] million, or [removed: 3.2%,] [added: 0.7%,] as compared to the prior year.
Gross profit margin [removed: decreased] [added: increased] to [removed: 36.0%] [added: 36.6%] for the year ended December 31, [removed: 2022] [added: 2023] compared to [removed: 37.6%] [added: 36.0%] for the prior year.
For further discussion related to our consolidated and segment results, see "Consolidated Results of Operations" and "Segment Results of Operations," respectively, within [removed: MD&A.][added: this Item 7.]
Bookings decreased [removed: 11.1%] [added: 4.4%] over the prior year to [removed: $8.3] [added: $8.0] billion for the year ended December 31, [removed: 2022.][added: 2023.]
This included an organic bookings decline of [removed: 10.0%,] [added: 4.6% and] an unfavorable impact due to foreign currency translation of [removed: 3.1% and a 1.5% decline due to dispositions,] [added: 0.4%,] partially offset by an increase of [removed: 3.5%] [added: 0.6%] in acquisition-related bookings.
[removed: Backlog as] [added: The summary that follows provides a discussion] of [removed: December 31, 2022 included $1.1 billion, $0.7 billion, $0.7 billion, $0.3 billion, and $0.2 billion in] the [removed: Climate & Sustainability Technologies, Engineered] [added: results of operations of each of our five reportable operating segments (Engineered] Products, [removed: Pumps & Process Solutions,] Clean Energy & Fueling, [removed: and] Imaging & [removed: Identification segments, respectively.][added: Identification, Pumps & Process Solutions and Climate & Sustainability Technologies).]
See definition of bookings, organic [removed: bookings, book-to-bill] [added: bookings] and [removed: backlog] [added: book-to-bill] within "Segment Results of [removed: Operations."][added: Operations"of this item 7.]
During the year ended December 31, [removed: 2022,] [added: 2023,] we executed restructuring and other costs programs to further optimize operations.
Restructuring and other costs of [removed: $39.0] [added: $63.7] million included restructuring charges of [removed: $30.5] [added: $50.4] million and other costs of [removed: $8.5] [added: $13.2] million.
During the year ended December 31, [removed: 2022,] [added: 2023,] we made [removed: a total of three] [added: two] business acquisitions totaling [removed: $312.9] [added: $535.3] million, net of cash acquired and [removed: subject to] [added: inclusive of] contingent consideration.
| | | | | | | Years Ended December 31, | | | | | | | | | | | | [added: % / Point Change] | | | | | | [removed: % / Point Change] | | | | | | | | | | | | | | | | | | | | |
| *(dollars in thousands, except per share figures)* | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2021 vs. 2020] | | | | | | | | |
| Cost of goods and services | | | | | | [removed: 5,444,532] [added: 5,353,501] | | | | | | [removed: 4,937,295] [added: 5,444,532] | | | | | | [removed: 4,209,741] | | | | | | [removed: 10.3] [added: (1.7)] | | % | | | | | | | | | | [removed: 17.3] | | [removed: %] | | | | | | |
| *Gross profit margin* | | | | | | [removed: *36.0*] [added: *36.6*] | | *%* | | | | [removed: *37.6*] [added: *36.0*] | | *%* | | | | [removed: *37.0*] | | [removed: *%*] | | | | [removed: *(1.60)*] [added: *0.60*] | | | | | | | | | | | | [removed: *0.60*] | | | | | | | | |
| Selling, general and administrative expenses | | | | | | [removed: 1,684,226] [added: 1,718,290] | | | | | | [removed: 1,688,278] [added: 1,684,226] | | | | | | [removed: 1,541,032] | | | | | | [removed: (0.2)] [added: 2.0] | | % | | | | | | | | | | [removed: 9.6] | | [removed: %] | | | | | | |
| *Selling, general and administrative expenses as a percent of revenue* | | | | | | [removed: *19.8*] [added: *20.4*] | | *%* | | | | [removed: *21.4*] [added: *19.8*] | | *%* | | | | [removed: *23.1*] | | [removed: *%*] | | | | [removed: *(1.60)*] [added: *0.60*] | | | | | | | | | | | | [removed: *(1.70)*] | | | | | | | | |
| Other income, net | | | | | | [removed: (20,201)] [added: (21,472)] | | | | | | [removed: (14,858)] [added: (20,201)] | | | | | | [removed: (11,900)] | | | | | | [removed: 36.0] [added: 6.3] | | % | | | | | | | | | | [removed: 24.9] | | [removed: %] | | | | | | |
| Earnings before provision for income taxes | | | | | | [removed: 1,287,505] | | | | | | [removed: 1,400,826] | | | [removed: | | | 841,734 | | | | | | (8.1) | | % | | | |] [added: 1,270,006] | | | | | | [removed: 66.4] [added: 1,287,505] | | [removed: %] | | | | | | |
| Provision for income taxes | | | | | | [removed: 222,129] | | | | | | [removed: 277,008] | | | [removed: | | | 158,283 | | | | | | (19.8) | | % | | | |] [added: 213,178] | | | | | | [removed: 75.0] [added: 222,129] | | [removed: %] | | | | | | |
| *Effective tax rate* | | | | | | [removed: *17.3*] [added: *16.8*] | | *%* | | | | [removed: *19.8*] [added: *17.3*] | | *%* | | | | [removed: *18.8*] | | [removed: *%*] | | | | [removed: *(2.5)*] [added: *(0.50)*] | | | | | | | | | | | | [removed: *1.0*] | | | | | | | | |
| Net earnings per common share - diluted | | | | | | $ | [removed: 7.42] [added: 7.52] | | | | | $ | [removed: 7.74] [added: 7.42] | | | | | [removed: $] | [removed: 4.70] | | | | | [removed: (4.1)] [added: 1.3] | | % | | | | | | | | | | [removed: 64.7] | | [removed: %] | | | | | | |
Acquisition-related growth increased by [removed: 4.2% led] [added: 0.9% primarily driven] by our [removed: Clean Energy] [added: Pumps] & [removed: Fueling] [added: Process Solutions] segment, offset by an unfavorable [added: impact from] foreign currency translation [removed: impact] of [removed: 3.9% and disposition-related decline of 1.5%.][added: 0.2%.]
Gross profit margin increased 60 basis points to [removed: 37.6%] [added: 36.6%] as compared to the prior year [removed: due to] [added: driven by] benefits from [removed: pricing and product mix,] [added: pricing,] productivity and restructuring [removed: actions.][added: actions, partially offset by lower volumes across some of the Company's businesses.]
Selling, general and administrative expenses for the year ended December 31, [removed: 2022, decreased $4.1] [added: 2023 increased $34.1] million, or [removed: 0.2%] [added: 2.0%] to $1.7 billion compared with [removed: 2021,] [added: 2022,] primarily [removed: due to lower variable] [added: driven by increased restructuring, employee] compensation [removed: expense,] [added: and benefits and transaction and integration costs,] partially offset by [removed: higher travel and marketing expenses.][added: lower contract labor costs.]
As a percentage of revenue, selling, general and administrative expenses [removed: decreased 160] [added: increased 60] basis points to [removed: 19.8%,] [added: 20.4%,] reflecting [removed: an increase] [added: a decrease] in the revenue base.
Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to [removed: $163.3 million, $157.8] [added: $153.1] million and [removed: $142.1] [added: $163.3] million for the years ended December 31, [removed: 2022, 2021] [added: 2023] and [removed: 2020,] [added: 2022,] respectively.
These costs as a percent of revenue were [removed: 1.9%, 2.0%] [added: 1.8%] and [removed: 2.1%] [added: 1.9%] for the years December 31, [removed: 2022, 2021] [added: 2023] and [removed: 2020,] [added: 2022,] respectively.
For the year ended December 31, [removed: 2022,] [added: 2023,] interest expense, net of interest income, increased [removed: $10.1] [added: $5.8] million, or [removed: 10.0%,] [added: 5.2%,] to [removed: $112.0] [added: $117.8] million compared with [removed: 2021] [added: 2022] primarily [removed: due to] [added: driven by] increased [removed: commercial paper borrowings and] higher average interest rates since the prior [removed: year.][added: year, partially offset by decreased commercial paper borrowings.]
[removed: Refer to] [added: See] Note 4 — Dispositions in the Consolidated Financial Statements in Item 8 of this Form 10-K for [removed: additional information on disposed and discontinued operations.][added: further details.]
[removed: For] [added: Other income, net for] the years ended December 31, [removed: 2022, 2021] [added: 2023] and [removed: 2020, other income, net] [added: 2022,] was [removed: $20.2 million, $14.9] [added: $21.5] million and [removed: $11.9] [added: $20.2] million, respectively.
For the year ended December 31, [removed: 2022,] [added: 2023,] other income increased compared to [removed: 2021] [added: 2022] primarily [removed: due to] [added: driven by] increased [added: non-operational income and increased] earnings from our equity method investments, partially offset by [removed: deferred compensation plan investment losses resulting from market volatility] [added: the decrease] in [removed: 2022.][added: non-service pension benefit.]
For more information regarding our consolidated results, segment results, and liquidity and capital resources for the year ended December 31, 2022 as compared to the year ended December 31, 2021 refer to Part II Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2022 Annual Report on Form 10-K.
The 1.5% organic revenue decline was due to decreases of 4.0%, 3.3%, and 1.9% in our Clean Energy & Fueling, Pumps & Process Solutions, and Engineered Products segments, respectively.
The decline was partially offset by the Climate & Sustainability Technologies and Imaging & Identification segments which grew 2.4% and 0.2%, respectively.
Pricing and productivity initiatives continued during the year to offset the impact of lower volumes across some of the Company's businesses.
From a geographic perspective, organic revenue for the U.S., our largest market, declined 3.0% as compared to the prior year.
The decrease was primarily due to our Clean Energy & Fueling and Pumps & Process Solutions segments.
Revenue in Europe and Asia declined 5.7% and 0.2%, respectively, while revenue in Other Americas grew 3.4%.
Overall, our book-to-bill was 0.95.
The restructuring expenses were primarily related to headcount reductions and exit costs in the Clean Energy & Fueling, Engineered Products and Pumps & Process Solutions segments.
These restructuring programs were initiated in 2022 and 2023 and were undertaken in light of current market conditions.
Other costs were primarily due to an asset impairment in our Climate & Sustainability Technologies segment and product line rationalization and footprint reduction in our Clean Energy & Fueling segment.
For further discussion related to our restructuring and other costs, see "Restructuring and Other Costs (Benefits)," within this Item 7.
On October 11, 2023, the Company entered into a definitive agreement to sell De-Sta-Co, an operating company within the Engineered Products segment, for approximately $680 million enterprise value, subject to customary post-closing adjustments.
The transaction is expected to close in the first quarter of 2024, subject to customary closing conditions, including receipt of regulatory approvals.
In January 2024, we made two business acquisitions totaling approximately $140.6 million, net of cash acquired, plus potential contingent consideration of up to approximately $33.4 million.
| Revenue | | | | | | $ | 8,438,134 | | | | | $ | 8,508,088 | | | | | | | | | | | (0.8) | | % | | | | | | | | | | | | | | | | | | |
| Gross profit | | | | | | 3,084,633 | | | | | | 3,063,556 | | | | | | | | | | | | 0.7 | | % | | | | | | | | | | | | | | | | | | |
| Operating earnings | | | | | | 1,366,343 | | | | | | 1,379,330 | | | | | | | | | | | | (0.9) | | % | | | | | | | | | | | | | | | | | | |
| Interest expense | | | | | | 131,305 | | | | | | 116,456 | | | | | | | | | | | | 12.8 | | % | | | | | | | | | | | | | | | | | | |
| Interest income | | | | | | (13,496) | | | | | | (4,430) | | | | | | | | | | | | 204.7 | | % | | | | | | | | | | | | | | | | | | |
| Net earnings | | | | | | $ | 1,056,828 | | | | | $ | 1,065,376 | | | | | | | | | | | (0.8) | | % | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue for the year ended December 31, 2023 decreased $70.0 million, or 0.8% to $8.4 billion compared with 2022.
Organic revenue decline of 1.5% is primarily due to general reduction in our customers' and distribution channels' inventory levels that resulted from lead time normalization and higher inventory carrying costs driven by interest rate increases.
Gross profit for the year ended December 31, 2023, increased $21.1 million, or 0.7%, to $3.1 billion compared with 2022, primarily driven by positive market conditions in certain secular growth-exposed businesses, as well as pricing, productivity initiatives and restructuring actions, partially offset by lower volumes across some end markets.
Other income, net includes non-service pension benefit, deferred compensation plan investments gain or loss, earnings or charges from equity method investments, foreign exchange gain or loss, and various other items.
The 2023 rate was primarily due to the release of a $69.7 million net valuation allowance against non-U.S. tax loss carryforwards mainly related to an internal reorganization, partially offset by a $30.4 million accrual of withholding taxes on current and future repatriation of certain foreign earnings.
The Company is monitoring the potential changes in tax laws resulting from the Organization for Economic Cooperation and Development’s multi-jurisdictional plan of action to address base erosion and profit shifting.
We do not expect this to have a material impact on our effective tax rate.
Earnings decreased primarily due to lower volumes across some of the Company's businesses, increased selling, general and administrative expenses, partially offset by customer pricing actions and benefits from productivity initiatives.
We evaluate our operating segment performance based on segment earnings as defined in Note 19 — Segment Information in the Consolidated Financial Statements in Item 8 of this Form 10-K.
See "Non-GAAP Disclosures" at the end of this Item 7 for further details.
| Revenue | | | | | | $ | 2,004,587 | | | | | $ | 2,043,632 | | | | | | | | | | | (1.9) | | % | | | | | | |
| Segment earnings | | | | | | $ | 377,425 | | | | | $ | 346,519 | | | | | | | | | | | 8.9 | | % | | | | | | |
| Operational metric: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Bookings | | | | | | $ | 2,096,772 | | | | | $ | 2,004,326 | | | | | | | | | | | 4.6 | | % | | | | | | |
| Organic decline | | | | | | | | | | | | | | | | | | | | | | | | (1.9) | | % | | | | | | |
Engineered Products segment revenue for the year ended December 31, 2023 decreased $39.0 million, or 1.9% organic revenue decline.
The organic revenue decline was primarily due to lower volumes in our vehicle service business in Europe and Asia, as well as transient disruptions in North America from an ERP upgrade in this business that reduced volumes in the second and third quarter.
Our other businesses saw robust demand, including in our waste handling business as large national waste haulers and municipal governments invest to upgrade their refuse collection vehicle fleets and implement our leading digital technologies to improve waste collection process efficiencies, and from key defense customers in our aerospace and defense business.
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.
The organic revenue growth was primarily driven by robust demand in our key end-markets, most notably in our vehicle service and industrial automation businesses, along with strategic pricing initiatives that more than offset significant inflationary cost headwinds in this segment.
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.
Our Climate & Sustainability Technologies segment revenue increased $129.5 million, or 8.1%, from the prior year, reflecting an organic revenue growth of 18.5%, offset by a disposition-related decline of 7.5% and an unfavorable impact
The organic growth was driven by robust demand across all of our end-markets, along with strategic pricing initiatives that more than offset inflationary cost headwinds.
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.
Three of our five segments had increased sales in North America, Europe, Asia, and Latin America as global demand continued to improve from easing of COVID-19 restrictions since the prior 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.
Overall, our book-to-bill decreased from the prior year to 0.98.
Backlog as of December 31, 2022 was $3.0 billion, down from $3.2 billion in the prior year.
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.
During the year ended December 31, 2022, the Company purchased, exclusive of the ASR Agreement, 641,428 shares of its common stock for a total cost of $85 million, or $132.52 per share.
As of December 31, 2022, 15,283,326 shares remain authorized for repurchase under the November 2020 share repurchase authorization.
For the 67th consecutive year, we increased our annual dividend per share and paid a total of $287.6 million in dividends to our shareholders in 2022.
COVID-19
The COVID-19 outbreak and associated counter-acting measures implemented by governments and businesses around the world, as well as subsequent accelerated and robust recovery in global business activity, have increased uncertainty in the global business environment and led to supply chain disruptions and shortages in global markets for commodities, logistics and labor, as well as input cost inflation.
While activity in most of the end markets we serve has improved 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 levels, although continued improvement is expected in 2023.
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 by supplier component input availability issues.
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.
The public health situation, continued global response measures and corresponding impacts on various markets remain fluid and uncertain and may lead to sudden changes in trajectory and outlook.
We will continue to proactively respond to the situation and may take further actions that alter our business activity as may be required by governmental authorities, or that we determine are in the best interests of our employees and operations.
| Revenue | | | | | | $ | 8,508,088 | | | | | $ | 7,907,081 | | | | | $ | 6,683,760 | | | | | 7.6 | | % | | | | | | | | | | 18.3 | | % | | | | | | |
| Gross profit | | | | | | 3,063,556 | | | | | | 2,969,786 | | | | | | 2,474,019 | | | | | | 3.2 | | % | | | | | | | | | | 20.0 | | % | | | | | | |
| Operating earnings | | | | | | 1,379,330 | | | | | | 1,281,508 | | | | | | 932,987 | | | | | | 7.6 | | % | | | | | | | | | | 37.4 | | % | | | | | | |
| Interest expense | | | | | | 116,456 | | | | | | 106,319 | | | | | | 111,937 | | | | | | 9.5 | | % | | | | | | | | | | (5.0) | | % | | | | | | |
| Interest income | | | | | | (4,430) | | | | | | (4,441) | | | | | | (3,571) | | | | | | (0.2) | | % | | | | | | | | | | 24.4 | | % | | | | | | |
| Gain on dispositions | | | | | | — | | | | | | (206,338) | | | | | | (5,213) | | | | | | nm* | | | | | | | | | | | | nm* | | | | | | | | |
| Net earnings | | | | | | $ | 1,065,376 | | | | | $ | 1,123,818 | | | | | $ | 683,451 | | | | | (5.2) | | % | | | | | | | | | | 64.4 | | % | | | | | | |
*nm: not meaningful
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.
Overall, customer pricing favorably impacted revenue by 6.9% for the year ended December 31, 2022.
For the year ended December 31, 2021, revenue increased $1.2 billion, or 18.3% to $7.9 billion compared with 2020, reflecting an organic growth of 15.3%, driven by strong demand across all our segments reflecting robust macro-trends.
An excerpt. Shown here: 40 of 193 rewritten, 40 of 145 added and 40 of 256 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2023 filing and the FY2022 filing.
Item 1. BUSINESS
65 rewritten, 15 added, 9 removed, 211 unchanged
Dover's five segments are structured around businesses with similar business models, go-to-market [removed: strategies] [added: strategies, product categories,] and manufacturing practices.
This structure [removed: enables] [added: increases] management [removed: efficiency,] [added: efficiency and better] aligns Dover's operations with its strategic initiatives and capital allocation priorities, and provides [added: greater] transparency about [removed: our] performance to external stakeholders.
- 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 [removed: establishments, as well as facilities where cryogenic gases are produced, stored or consumed.][added: establishments.]
- Our Pumps & Process Solutions segment manufactures specialty pumps and flow meters, highly engineered precision [removed: components] [added: components, specialized instrumentation and digital controls] for rotating and reciprocating machines, fluid connecting solutions and plastics and polymer processing equipment, serving single-use biopharmaceutical production, diversified industrial manufacturing, chemical production, plastics and polymer processing, midstream and downstream oil and [removed: gas] [added: gas, energy transition, thermal management applications] and other end-markets.
- Our Climate & Sustainability Technologies segment is a provider of innovative and energy-efficient equipment, components and parts for the commercial refrigeration, [removed: equipment and systems,] heating and cooling and beverage can-making equipment [removed: markets.][added: end-markets.]
Our operating structure of five business segments allows for [added: a] differentiated acquisition focus consistent with our portfolio and capital allocation priorities.
Our executive management team sets strategic direction, initiatives and goals, 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, [removed: acquisitions] [added: acquisitions, divestitures,] and the return of capital to our shareholders.
First, we are committed to achieving organic sales growth above that of gross domestic product [removed: (3%] [added: (4%] to [removed: 5%] [added: 6%] 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 earnings margin by enhancing our operational capabilities and making investments across the organization in [added: growth capacity expansion,] 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 supply chain optimization, [added: automation and productivity capital expenditures,] e-commerce and digital go-to-market, restructuring, [added: product complexity reduction,] improved footprint utilization, strategic pricing and portfolio management.
Third, we aim to generate [removed: strong and growing] [added: growth in] free cash flow and earnings per share through strong earnings performance, productivity improvements and active working capital [removed: management.][added: management, which is enhanced by opportunistic divestitures allowing for concentration on growing our core platforms.]
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 [removed: incorporating businesses] with different business models.
- [removed: Attractive markets:] [added: Attractive Markets:] Our businesses generally operate in strategically attractive niche industrial markets with proven and well-understood long-term growth trends, favorable customer and supplier landscapes, mature and incrementally improving technologies with opportunities for technological differentiation, and highly loyal customers, suppliers or channel partners.
- [removed: Component] [added: 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, [removed: marking and coding printers,] clean energy components, and heat exchangers are all part of larger systems built or employed by our customers.
- [added: Equipment with] Aftermarket Opportunity: Many of our businesses produce complex [removed: engineering] [added: and highly engineered] equipment and systems that require a significant and predictable volume of [removed: parts] [added: parts, consumables, software] and services over their life cycle.
For example, our marking and [removed: coding,] [added: coding equipment,] plastics and polymer processing equipment, aluminum can-making equipment, and refuse collection vehicles all derive a significant share of revenue and [removed: even larger share of] profits from sale of consumables, parts and services into their large installed [removed: based.][added: base.]
- [removed: Attractive] [added: Attractive] Financial [removed: Profile: Dover] [added: Profile: Our] businesses 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.
In particular, our businesses are well-positioned to capitalize on: growing industrial manufacturing and trade volumes; [removed: adoption of digital technologies;] [added: an increased global focus on digitization and automation in industrial processes;] increasing requirements for sustainability, safety, energy efficiency and consumer product safety; and growth of the middle class and consumption in emerging economies.
- Our Engineered Products segment is capitalizing on [added: global infrastructure investment,] secular growth in waste generation and the increasing sophistication and automation of waste collection operations, increasing global car parc, average car age and annual miles driven, [removed: as well as] increasing digitization and sensorization of modern [removed: vehicles.][added: vehicles, as well as growing defense spending related to signal intelligence and electronic warfare.]
- Our Clean Energy & Fueling segment benefits from the worldwide growth in environmental safety and compliance regulations, new infrastructure build-out in emerging economies, transition to clean energy products such as [added: 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).]
- Our Climate & Sustainability Technologies segment is responding to our customers' demand for increased energy efficiency and sustainability in food retail merchandising solutions, including refrigeration systems using CO2 refrigerant, as well as increasing demand for sustainable heating and cooling solutions, including heat pumps, and [added: sustainability-driven] growing global demand for aluminum beverage cans.
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 [added: and improving acquired and organically built] connected [removed: products, software] and [added: software-as-a-service ("SaaS") products, that combine sensors, software,] machine learning [removed: augmented solutions built to integrate into,] and [removed: work with our core equipment and component offerings;] [added: artificial intelligence;] (iii) driving increased efficiency, safety and quality in our manufacturing operations by employing cutting-edge automation through "connected factory" [removed: solutions;] and [added: "data quality" programs; and] (iv) [added: ensuring] security of digital products.
By leveraging a central resource for [added: Commercial Excellence, Industry 4.0,] Industrial Internet of Things ("IIoT") and [removed: connected product initiatives,] [added: our software products,] we are able to capture efficiencies in our digital transformation efforts, improve product [removed: security] [added: security,] and offer better efficiency in [removed: software] [added: providing support] and [removed: sensor integration] engineering [added: for our software and connected products] to keep our projects cost-competitive.
We have implemented numerous productivity initiatives to maximize our efficiency, such as supply chain integration, shared services, lean manufacturing principles and production automation, [added: footprint optimization, and product complexity reduction,] as well as workplace safety initiatives to help ensure the health and welfare of our employees.
[removed: Dover Digital.] Our Dover Digital Labs consists of a team of approximately 150 software developers, data [removed: scientists] [added: scientists, manufacturing engineers] and product managers who provide digital capabilities to enhance the customer experience, develop connected [removed: products,] [added: industrial products and artificial intelligence based models that are embedded in SaaS offerings provided to customers by our operating companies,] drive [added: automation and efficiency inside our factories through digital technologies and in our business processes and focus on the security of our digital products.]
[removed: In 2019, we began to coordinate and oversee operations management from the] [added: Our] corporate [removed: center of excellence through a] team [added: is] composed of functional experts in operational optimization, lean manufacturing, automation, [removed: HSE (Health, Safety] [added: EHS (Environment, Health,] and [removed: Environment)] [added: Safety)] and complex project management.
We continue to invest in Dover Business Services shared service centers, consisting of a team of approximately [removed: 550 people,] [added: 600 professionals,] to provide important transactional and value-added services to our businesses.
[removed: India Innovation Center.] Our India Innovation Center has a team of approximately [removed: 600] [added: 800] engineers and IT professionals that our businesses rely on to leverage for product engineering, digital solutions development, data and information management, research and development, and intellectual property services.
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: $29] [added: $38.6] million in capital expenditures during [removed: 2019-2022,] [added: 2019-2023,] and significantly expanding the staff of experts and support personnel in key centers of excellence globally.
We plan to make average annual investments in capital spending of [added: approximately] 2% [removed: - 3%] of revenue with a focus on internal projects designed to expand our market [removed: participation, develop new products] [added: participation] and [added: manufacturing capacity, drive further adoption of e-commerce and digital capabilities, and] improve productivity.
In addition, we seek to deploy capital [removed: in] [added: for] acquisitions in attractive growth areas across our five segments.
Dover focuses primarily on bolt-on acquisitions, applying strict selection criteria of market attractiveness (including growth, market landscape, and performance-based competition), business fit (including sustained leading position, revenue visibility, and favorable customer value-add versus switching cost or risk) and financial return profile [removed: (accretive] [added: (including accretive] growth and margins and double-digit return on invested capital).
We opportunistically divest businesses where we see limited runway for future value creation relative to our aspirations, or where market and business fundamentals change and no longer [removed: fit] [added: suit] our criteria of business attractiveness and portfolio fit.
Finally, we have consistently returned cash to shareholders by paying dividends, which have increased annually over each of the last [removed: 67] [added: 68] years.
As a first priority, we seek to acquire attractive add-on businesses with a strong fit that enhance our existing franchises [removed: either] by increasing their reach and customer access, [removed: by] broadening their product mix or [removed: by] enhancing technological capabilities and customer value-add.
Over the past three years [removed: (2020] [added: (2021] through [removed: 2022),] [added: 2023),] we have spent approximately [removed: $1,774.4 million,] [added: $2.0 billion,] net of cash acquired and including contingent consideration, to purchase [removed: eighteen] [added: fourteen] businesses.
While we expect to generate annual organic revenue growth above that of gross domestic product [removed: (3%] [added: (4%] to [removed: 5%] [added: 6%] 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 within our existing structure.
From time to time, we have sold or divested some of our businesses based on changes in specific market outlook, structural changes in financial performance, value-creation potential, or for other strategic considerations, which [removed: included] [added: include] an effort to reduce our exposure to cyclical markets or focus on our higher margin [added: and higher] growth spaces.
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 [removed: ownership.][added: ownership, including through the redeployment of divestiture proceeds into attractive add-on businesses in higher priority end-markets or through opportunistic return of capital to shareholders.]
Dover is adept at operating businesses within two core operating models:
- Digital Opportunity: Our equipment and components are often complemented by value-added digital applications, including connected products, sensors, digital controls and industry-specific software that create new sources of value for our customers.
- Our Pumps & Process Solutions segment is focused on: capturing growth in its installed base; the growing sophistication of fluid transfer and rotating machinery components, instrumentation, and digital controls; growth in virgin and recycled plastics and polymers production; growth in biological drug production and the shift toward single-use manufacturing processes; and energy transition investments into wind power, hydrogen compression, and carbon capture.
Dover Digital.
In 2022, we established our advanced manufacturing center of excellence and expanded it again into 2023.
India Innovation Center.
During 2021, we completed the sales of Unified Brands ("UB"), a wholly owned subsidiary of the Company within the Climate & Sustainability Technologies segment and Race Winning Brands ("RWB"), an equity method investment within the Engineered Products segment for aggregate cash consideration of $275.0 million.
During 2022 and 2023, there were no material dispositions.
On October 11, 2023, we entered into a definitive agreement to sell De-Sta-Co, an operating company within the Engineered Products segment, for approximately $680.0 million enterprise value, subject to customary post-closing adjustments.
The transaction is expected to close in the first quarter of 2024, subject to customary closing conditions, including receipt of regulatory approvals.
The aforementioned disposals did not represent strategic shifts in operations and, therefore, did not qualify for presentation as discontinued operations.
The segment also includes bench top soldering and fluid dispensing solutions in electronics and industrial product assembly markets.
Markets for multiple raw materials saw significant volatility and supply chain disruptions throughout 2021 into 2023.
Although most commodity and logistics costs have returned to historical norms, volatility is still a risk due to economic uncertainties and supply side dynamics.
Additionally, supply chain disruptions have stabilized, but there are still components with long lead times and scarcity of supply.
COVID-19
For information related to the impact of the COVID-19 pandemic on our business see Item 7.
Management's Discussion and Analysis in this Form 10-K.
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).
- 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, power generation, wind energy, and mid and downstream oil and gas; and globalizing brands across geographies while expanding sales channels and engineering support.
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
Markets for multiple raw materials saw significant cost increases throughout 2021 and 2022, as well as increases in transportation costs to deliver materials to our manufacturing sites, which we offset through price increases and other levers.
aforementioned seasonality patterns.
An excerpt. Shown here: 40 of 65 rewritten, all 15 added and all 9 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2023 filing and the FY2022 filing.
Cover and table of contents
29 rewritten, 6 added, 5 removed, 70 unchanged
For fiscal year ended December 31, [removed: 2022][added: 2023]
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: 2022] [added: 2023] was [removed: $17,347,519,018.][added: $20,558,274,097.]
The registrant's closing price as reported on the New York Stock Exchange-Composite Transactions for June 30, [removed: 2022] [added: 2023] was [removed: $121.32] [added: $147.65] per share.
The number of outstanding shares of the registrant's common stock as of January [removed: 31, 2023] [added: 29, 2024] was [removed: 139,713,200.][added: 139,896,670.]
Documents Incorporated by Reference: Part III — Certain Portions of the Proxy Statement for Annual Meeting of Shareholders to be held on May [removed: 5, 2023] [added: 3, 2024] (the [removed: "2023] [added: "2024] Proxy Statement").
Factors that could cause actual results to differ materially from current expectations include, among other things: general economic conditions and conditions in the particular markets in which we operate; supply chain constraints and labor shortages that could result in production stoppages, inflation in material input costs and freight logistics; the impacts of [removed: COVID-19] [added: natural] or [removed: other future pandemics] [added: human-induced disasters, acts of war, terrorism, international conflicts, and public health crises] on the global economy and on our customers, suppliers, employees, business and cash flows; 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 [removed: rights.][added: rights, and various other factors that are described in our periodic reports filed with or furnished to the Securities and Exchange Commission.]
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| | | | [Information About Our Executive [removed: Officers](#i5d57efb8826e4d469bd53bf730e83c9c_37)] [added: Officers](#i2104a6a8ae96473ca14e22e02e2abcf0_37)] | | | [removed: [24](#i5d57efb8826e4d469bd53bf730e83c9c_37)] [added: [26](#i2104a6a8ae96473ca14e22e02e2abcf0_37)] | | |
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| [Item [removed: 16.](#i5d57efb8826e4d469bd53bf730e83c9c_262)] [added: 16.](#i2104a6a8ae96473ca14e22e02e2abcf0_274)] | | | [Form 10-K [removed: Summary](#i5d57efb8826e4d469bd53bf730e83c9c_262)] [added: Summary](#i2104a6a8ae96473ca14e22e02e2abcf0_274)] | | | [removed: [117](#i5d57efb8826e4d469bd53bf730e83c9c_262)] [added: [110](#i2104a6a8ae96473ca14e22e02e2abcf0_274)] | | |
| [PART I](#i2104a6a8ae96473ca14e22e02e2abcf0_13) | | | | | | | | |
| [Item 1](#i2104a6a8ae96473ca14e22e02e2abcf0_25)[C](#i2104a6a8ae96473ca14e22e02e2abcf0_25)[.](#i2104a6a8ae96473ca14e22e02e2abcf0_25) | | | [C](#i2104a6a8ae96473ca14e22e02e2abcf0_1256)[yber](#i2104a6a8ae96473ca14e22e02e2abcf0_1256)[securit](#i2104a6a8ae96473ca14e22e02e2abcf0_1256)[y](#i2104a6a8ae96473ca14e22e02e2abcf0_1256) | | | [23](#i2104a6a8ae96473ca14e22e02e2abcf0_1256) | | |
| [PART II](#i2104a6a8ae96473ca14e22e02e2abcf0_40) | | | | | | | | |
| [PART III](#i2104a6a8ae96473ca14e22e02e2abcf0_250) | | | | | | | | |
| [PART IV](#i2104a6a8ae96473ca14e22e02e2abcf0_268) | | | | | | | | |
| [SIGNATURES](#i2104a6a8ae96473ca14e22e02e2abcf0_277) | | | | | | [111](#i2104a6a8ae96473ca14e22e02e2abcf0_277) | | |
| [PART I](#i5d57efb8826e4d469bd53bf730e83c9c_13) | | | | | | | | |
| [PART II](#i5d57efb8826e4d469bd53bf730e83c9c_40) | | | | | | | | |
| [PART III](#i5d57efb8826e4d469bd53bf730e83c9c_238) | | | | | | | | |
| [PART IV](#i5d57efb8826e4d469bd53bf730e83c9c_256) | | | | | | | | |
| [SIGNATURES](#i5d57efb8826e4d469bd53bf730e83c9c_265) | | | | | | [118](#i5d57efb8826e4d469bd53bf730e83c9c_265) | | |
Item 1C. CYBERSECURITY
0 rewritten, 37 added, 0 removed, 0 unchanged
New section this year
Risk Management and Strategy
We continue to face significant and persistent cybersecurity risks and our business has both an increasing reliance on systems and an increasing digital footprint as a result of changing technologies, connected devices and digital offerings, as well as expanded remote work policies.
We regularly assess our threat landscape and monitor our systems and other technical security controls, maintain information security policies and procedures, including a breach response plan, ensure maintenance of backup and protective systems, and have a team of security personnel managing our efforts and initiatives.
We regularly review our policies, practices, and plans with assistance from third party experts and advisors for certification purposes, including with respect to System and Organization Controls 2 (SOC 2) certifications and Payment Card Industry Data Security Standard (PCI-DSS) certifications where relevant, and leverage third party resources to support our cyber risk defense, monitoring and response processes.
We conduct security assessments and periodic re-assessments on third party partners and other service providers with access to information assets of Dover.
In addition, we review independent audit reports from key third party partners and other service providers with access to information assets at least annually.
From an operational perspective, we use vulnerability scanning tools to assess potential data security risks.
We correlate the results and prioritize any key actions based on threat modeling analysis and monitor any such actions in-progress with the system owners based on assigned timelines for remediation.
However, patch and vulnerability management, including for products and information assets, remains a complex and key risk that can lead to exploits, security breaches and service disruption.
In addition, our online employees are required to participate in cyber, information security, and privacy training at least annually.
We also integrate security measures into our digital products and services.
Our product security efforts are informed in part by industry security standards such as ISA 62443, UL 2000-1, and certain standards from the National Institute of Standards & Technology ("NIST").
As part of our efforts, we conduct risk assessments and prioritize security validation for certain of our products.
For example, we conduct security testing and remediation on a risk-based prioritized basis prior to releasing certain products into the market, as well as periodically post-release to discover potential issues in code, firmware, and protocols and to consider potential security patches or future version updates.
We have received SOC 2 certifications for some of our products and software offerings and continue to strive to meet similar requirements for other digital offerings.
Our enterprise risk management program, led by a team of senior executives, includes the performance of an annual risk assessment made at the corporate center and operating company levels, and is designed to identify enterprise level risks we may face, including cybersecurity risk at a high level.
Each quarter, this team reassesses the identified enterprise risks, the severity of these risks, and the status of efforts to mitigate them.
We also engage consultants and other third parties for periodic risk and vulnerability testing and assessment.
We also maintain insurance coverage that is intended to address certain aspects of cybersecurity risks.
Notwithstanding any of these measures, our systems, networks, products and services remain potentially vulnerable to known or unknown cybersecurity attacks and other threats, any of which could have a material adverse effect on our consolidated results of operations, financial condition and cash flows.
We have experienced, and will continue to experience, cyber incidents in the normal course of our business.
As of the date of this report, we have not identified any risks from cybersecurity threats, including those from any previous cybersecurity incidents, that have materially affected us, our business strategy, results of operation or financial condition.
However, there can be no assurances that a cybersecurity threat or incident that could have a material impact on us will not occur in the future.
For additional information on the risks we face from cyber security threats, please see the risk factor titled, "Our operations, businesses, products, and business strategy are subject to cybersecurity risks,"in Item 1A.
"Risk Factors."
Governance
Our Board has established a risk management process to identify and manage material risks at the enterprise level, including the potential impact of key cybersecurity threats.
The full Board meets with the Senior Vice President & Chief Digital Officer (CDO) and our Chief Information Security Officer (CISO) on at least an annual basis to discuss our cybersecurity posture.
The Board also periodically receives targeted briefings related to cybersecurity and reviews our incident response capabilities.
Our CDO and CISO work to protect the Company’s information systems from cybersecurity threats and to promptly assist in coordinating a response to any cybersecurity incidents in accordance with the Company’s cybersecurity incident response and recovery plans and processes as described above.
The CDO is responsible for corporate-wide data security, and the CISO is responsible for developing, implementing and enforcing security policies to manage our overall cybersecurity risks.
The CDO and CISO are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of the cybersecurity incident response and recovery plans and processes, as described above.
The CDO and CISO also periodically meet with certain corporate officers, such as the Company’s Chief Financial Officer and General Counsel to review and discuss cybersecurity issues.
The CDO has over 30 years of information technology experience, including at several Fortune 500 companies and including experience with cybersecurity initiatives that address governance, operational practices, cyber-awareness and technology.
The CISO has over two decades of information technology risk management experience, including experience with information security testing at several Fortune 500 companies.
The CDO holds an undergraduate degree in electrical and electronics engineering, a master’s degree in computer science and a master’s degree in business administration, and the CISO holds an undergraduate degree in electrical and computer engineering.
The CDO and CISO annually brief our full Board of Directors on enterprise-wide cybersecurity risk management and our overall cybersecurity risk environment.
Item 2. PROPERTIES
11 rewritten, 0 added, 0 removed, 9 unchanged
The number, type, location and size of the properties used by our operations as of December 31, [removed: 2022] [added: 2023] are shown in the following charts, by segment:
| Engineered Products | | | [removed: 29] [added: 23] | | | | | | [removed: 12] [added: 15] | | | | | | [removed: 17] [added: 3] | | | | | | [removed: 58] [added: 1] | | | | | | [removed: 2,910] [added: 42] | | | | | | [removed: 962] [added: 1] | | | [added: | | | 9 | | |]
| Clean Energy & Fueling | | | [removed: 41] [added: 31] | | | | | | [removed: 10] [added: 19] | | | | | | [removed: 36] [added: 8] | | | | | | [removed: 87] [added: 3] | | | | | | [removed: 1,622] [added: 61] | | | | | | [removed: 1,781] [added: 1] | | | [added: | | | 11 | | |]
| Imaging & Identification | | | [removed: 10] [added: 13] | | | | | | [removed: 8] [added: 5] | | | | | | [removed: 46] [added: 45] | | | | | | [removed: 64] [added: 63] | | | | | | 625 | | | | | | [removed: 825] [added: 779] | | |
| Pumps & Process Solutions | | | [removed: 37] [added: 34] | | | | | | [removed: 17] [added: 19] | | | | | | [removed: 26] [added: 14] | | | | | | [removed: 80] [added: 1] | | | | | | [removed: 2,587] [added: 68] | | | | | | [removed: 1,172] [added: 1] | | | [added: | | | 11 | | |]
| Climate & Sustainability Technologies | | | [removed: 19] [added: 16] | | | | | | [removed: 10] [added: 11] | | | | | | [removed: 19] [added: 9] | | | | | | [removed: 48] [added: 2] | | | | | | [removed: 1,534] [added: 38] | | | | | | [removed: 2,501] [added: 1] | | | [added: | | | 10 | | |]
| Engineered Products | | | [removed: 25 | | | | | | 16] [added: 29] | | | | | | [removed: 3] [added: 10] | | | | | | [removed: 1] [added: 10] | | | | | | [removed: 45] [added: 49] | | | | | | [removed: 1] [added: 2,880] | | | | | | [removed: 10] [added: 760] | | |
| Clean Energy & Fueling | | | [removed: 33 | | | | | | 21] [added: 42] | | | | | | [removed: 8] [added: 9] | | | | | | [removed: 3] [added: 31] | | | | | | [removed: 65] [added: 82] | | | | | | [removed: 1] [added: 1,680] | | | | | | [removed: 12] [added: 1,955] | | |
| Imaging & Identification | | | [removed: 8] [added: 9] | | | | | | 28 | | | | | | 17 | | | | | | 4 | | | | | | [removed: 57] [added: 58] | | | | | | 1 | | | | | | [removed: 11] [added: 10] | | |
| Pumps & Process Solutions | | | [removed: 34 | | | | | | 21] [added: 37] | | | | | | [removed: 14] [added: 18] | | | | | | [removed: 1] [added: 24] | | | | | | [removed: 70] [added: 79] | | | | | | [removed: 1] [added: 2,735] | | | | | | [removed: 12] [added: 1,427] | | |
| Climate & Sustainability Technologies | | | [removed: 17 | | | | | | 12] [added: 24] | | | | | | [removed: 6] [added: 9] | | | | | | [removed: 2] [added: 19] | | | | | | [removed: 37] [added: 52] | | | | | | [removed: 1] [added: 1,691] | | | | | | [removed: 11] [added: 2,578] | | |
Item 4. MINE SAFETY DISCLOSURES
8 rewritten, 2 added, 2 removed, 7 unchanged
Our executive officers as of February [removed: 10, 2023,] [added: 9, 2024,] and their positions with Dover (and, where relevant, prior business experience) for the past five years, are as follows:
| Richard J. Tobin | | | | | | [removed: 59] [added: 60] | | | | | | President and Chief Executive Officer (since May 2018) and Director (since August [removed: 2016);] [added: 2016) of Dover;] prior thereto Chief Executive Officer (from 2013 to 2018) of CNH Industrial NV. | | |
| Kimberly K. Bors | | | | | | [removed: 62] [added: 63] | | | | | | Senior Vice President and Chief Human Resources 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 [removed: &] [added: and] Administration for Schneider, North America at Schneider Electric (September 2014 to June 2017). | | |
| Ivonne M. Cabrera | | | | | | [removed: 56] [added: 57] | | | | | | Senior Vice President, General Counsel and Secretary (since January 2013) of Dover. | | |
| Brad M. Cerepak | | | | | | [removed: 63] [added: 64] | | | | | | Senior Vice President and Chief Financial Officer (since May 2011) of Dover. | | |
| Girish Juneja | | | | | | [removed: 53] [added: 54] | | | | | | 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). | | |
| James M. Moran | | | | | | [removed: 57] [added: 58] | | | | | | 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 [removed: (“NIC”);] [added: ("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: 49] [added: 50] | | | | | | Vice President and Controller (from July 2019) of Dover; prior thereto Assistant Controller, Global Consolidations and Operations Accounting (from August 2017 to July 2019); prior thereto partner at PricewaterhouseCoopers LLP (from July 2012 to June 2017). | | |
| | | | | | | | | | | | | | | |
[Table of](#i2104a6a8ae96473ca14e22e02e2abcf0_7) [Contents](#i2104a6a8ae96473ca14e22e02e2abcf0_7)
| David J. Malinas | | | | | | 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 various leadership roles in Thermo Fisher Scientific Inc.'s Controlled Temperature Technologies Business, Industrial Segment, and Global Chemicals Business Unit between June 2012 and June 2017. | | |
| Anthony K. Kosinski | | | | | | 56 | | | | | | Vice President, Tax (since June 2016) of Dover; prior thereto Director, Domestic Tax (June 2003 to June 2016) of Dover. | | |
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
6 rewritten, 2 added, 5 removed, 16 unchanged
As of January [removed: 31, 2023,] [added: 29, 2024,] there were [removed: 1,218] [added: 1,161] holders of record of Dover common stock.
In [removed: November 2020,] [added: August 2023,] the Company's Board of Directors approved a new standing share repurchase [removed: authorization,] [added: authorization] whereby [removed: we] [added: the Company] may repurchase up to 20 million shares beginning on January 1, [removed: 2021] [added: 2024] through December 31, [removed: 2023.][added: 2026.]
This share repurchase authorization replaced the [removed: February 2018] [added: November 2020] share repurchase authorization.
[removed: As] [added: Upon expiration] of [removed: December 31, 2022, 15,283,326 shares remain authorized for repurchase under] the November 2020 share repurchase [removed: authorization.][added: authorization on December 31, 2023, 15,283,326 shares remained unused.]
[removed: ][added: ]
This graph assumes $100 invested on December 31, [removed: 2017] [added: 2018] in Dover common stock, the S&P 500 Index and the S&P 500 Industrials Index.
During the year ended December 31, 2023, there were no share repurchases.
[Table of](#i2104a6a8ae96473ca14e22e02e2abcf0_7) [Contents](#i2104a6a8ae96473ca14e22e02e2abcf0_7)
Upon expiration of the February 2018 share repurchase authorization, there were 7,380,879 shares remaining.
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.
Exclusive of the ASR Agreement, no share repurchases were made under the November 2020 authorization during the three months ended December 31, 2022.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
654 rewritten, 273 added, 158 removed, 1,173 unchanged
| [removed: [58](#i5d57efb8826e4d469bd53bf730e83c9c_97)] [added: [51](#i2104a6a8ae96473ca14e22e02e2abcf0_109)] | | | [Management's Report on Internal Control Over Financial [removed: Reporting](#i5d57efb8826e4d469bd53bf730e83c9c_97)] [added: Reporting](#i2104a6a8ae96473ca14e22e02e2abcf0_109)] | | |
| [removed: [59](#i5d57efb8826e4d469bd53bf730e83c9c_100)] [added: [52](#i2104a6a8ae96473ca14e22e02e2abcf0_112)] | | | [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i5d57efb8826e4d469bd53bf730e83c9c_100) 238[)](#i5d57efb8826e4d469bd53bf730e83c9c_100)] [added: ID](#i2104a6a8ae96473ca14e22e02e2abcf0_112) 238[)](#i2104a6a8ae96473ca14e22e02e2abcf0_112)] | | |
| [removed: [61](#i5d57efb8826e4d469bd53bf730e83c9c_103)] [added: [54](#i2104a6a8ae96473ca14e22e02e2abcf0_115)] | | | [Consolidated Statements of [removed: Earnings](#i5d57efb8826e4d469bd53bf730e83c9c_103)] [added: Earnings](#i2104a6a8ae96473ca14e22e02e2abcf0_115)] | | |
| [removed: [62](#i5d57efb8826e4d469bd53bf730e83c9c_106)] [added: [55](#i2104a6a8ae96473ca14e22e02e2abcf0_118)] | | | [Consolidated Statements of Comprehensive [removed: Earnings](#i5d57efb8826e4d469bd53bf730e83c9c_106)] [added: Earnings](#i2104a6a8ae96473ca14e22e02e2abcf0_118)] | | |
| [removed: [63](#i5d57efb8826e4d469bd53bf730e83c9c_109)] [added: [56](#i2104a6a8ae96473ca14e22e02e2abcf0_121)] | | | [Consolidated Balance [removed: Sheets](#i5d57efb8826e4d469bd53bf730e83c9c_109)] [added: Sheets](#i2104a6a8ae96473ca14e22e02e2abcf0_121)] | | |
| [removed: [64](#i5d57efb8826e4d469bd53bf730e83c9c_112)] [added: [57](#i2104a6a8ae96473ca14e22e02e2abcf0_124)] | | | [Consolidated Statements of Stockholders' [removed: Equity](#i5d57efb8826e4d469bd53bf730e83c9c_112)] [added: Equity](#i2104a6a8ae96473ca14e22e02e2abcf0_124)] | | |
| [removed: [65](#i5d57efb8826e4d469bd53bf730e83c9c_115)] [added: [58](#i2104a6a8ae96473ca14e22e02e2abcf0_127)] | | | [Consolidated Statements of Cash [removed: Flows](#i5d57efb8826e4d469bd53bf730e83c9c_115)] [added: Flows](#i2104a6a8ae96473ca14e22e02e2abcf0_127)] | | |
| [removed: [66](#i5d57efb8826e4d469bd53bf730e83c9c_118)] [added: [59](#i2104a6a8ae96473ca14e22e02e2abcf0_130)] | | | [Notes to Consolidated Financial [removed: Statements](#i5d57efb8826e4d469bd53bf730e83c9c_118)] [added: Statements](#i2104a6a8ae96473ca14e22e02e2abcf0_130)] | | |
| [removed: [66](#i5d57efb8826e4d469bd53bf730e83c9c_118)] [added: [59](#i2104a6a8ae96473ca14e22e02e2abcf0_130)] | | | [Note 1 - Description of Business and Summary of Significant Accounting [removed: Policies](#i5d57efb8826e4d469bd53bf730e83c9c_121)] [added: Policies](#i2104a6a8ae96473ca14e22e02e2abcf0_133)] | | |
| [removed: [79](#i5d57efb8826e4d469bd53bf730e83c9c_151)] [added: [74](#i2104a6a8ae96473ca14e22e02e2abcf0_163)] | | | [Note 5 - Inventories, [removed: net](#i5d57efb8826e4d469bd53bf730e83c9c_151)] [added: net](#i2104a6a8ae96473ca14e22e02e2abcf0_163)] | | |
| [removed: [79](#i5d57efb8826e4d469bd53bf730e83c9c_154)] [added: [74](#i2104a6a8ae96473ca14e22e02e2abcf0_166)] | | | [Note 6 - Property, Plant and Equipment, [removed: net](#i5d57efb8826e4d469bd53bf730e83c9c_154)] [added: net](#i2104a6a8ae96473ca14e22e02e2abcf0_166)] | | |
| [removed: [81](#i5d57efb8826e4d469bd53bf730e83c9c_160)] [added: [76](#i2104a6a8ae96473ca14e22e02e2abcf0_172)] | | | [Note 8 - Credit [removed: Losses](#i5d57efb8826e4d469bd53bf730e83c9c_160)] [added: Losses](#i2104a6a8ae96473ca14e22e02e2abcf0_172)] | | |
| [removed: [82](#i5d57efb8826e4d469bd53bf730e83c9c_163)] [added: [77](#i2104a6a8ae96473ca14e22e02e2abcf0_175)] | | | [Note 9 - Goodwill and Other Intangible [removed: Assets](#i5d57efb8826e4d469bd53bf730e83c9c_163)] [added: Assets](#i2104a6a8ae96473ca14e22e02e2abcf0_175)] | | |
| [removed: [83](#i5d57efb8826e4d469bd53bf730e83c9c_169)] [added: [78](#i2104a6a8ae96473ca14e22e02e2abcf0_181)] | | | [Note 10 - [added: Other] Accrued Expenses and Other [removed: Liabilities](#i5d57efb8826e4d469bd53bf730e83c9c_169)] [added: Liabilities](#i2104a6a8ae96473ca14e22e02e2abcf0_181)] | | |
| [removed: [84](#i5d57efb8826e4d469bd53bf730e83c9c_172)] [added: [79](#i2104a6a8ae96473ca14e22e02e2abcf0_184)] | | | [Note 11 - Restructuring [removed: Activities](#i5d57efb8826e4d469bd53bf730e83c9c_172)] [added: Activities](#i2104a6a8ae96473ca14e22e02e2abcf0_184)] | | |
| [removed: [87](#i5d57efb8826e4d469bd53bf730e83c9c_181)] [added: [81](#i2104a6a8ae96473ca14e22e02e2abcf0_193)] | | | [Note 13 - Financial [removed: Instruments](#i5d57efb8826e4d469bd53bf730e83c9c_181)] [added: Instruments](#i2104a6a8ae96473ca14e22e02e2abcf0_193)] | | |
| [removed: [89](#i5d57efb8826e4d469bd53bf730e83c9c_184)] [added: [83](#i2104a6a8ae96473ca14e22e02e2abcf0_196)] | | | [Note 14 - Income [removed: Taxes](#i5d57efb8826e4d469bd53bf730e83c9c_184)] [added: Taxes](#i2104a6a8ae96473ca14e22e02e2abcf0_196)] | | |
| [removed: [92](#i5d57efb8826e4d469bd53bf730e83c9c_187)] [added: [86](#i2104a6a8ae96473ca14e22e02e2abcf0_199)] | | | [Note 15 - Equity and Cash Incentive [removed: Program](#i5d57efb8826e4d469bd53bf730e83c9c_187)] [added: Program](#i2104a6a8ae96473ca14e22e02e2abcf0_199)] | | |
| [removed: [95](#i5d57efb8826e4d469bd53bf730e83c9c_190)] [added: [89](#i2104a6a8ae96473ca14e22e02e2abcf0_202)] | | | [Note 16 - Commitments and Contingent [removed: Liabilities](#i5d57efb8826e4d469bd53bf730e83c9c_190)] [added: Liabilities](#i2104a6a8ae96473ca14e22e02e2abcf0_202)] | | |
| [removed: [96](#i5d57efb8826e4d469bd53bf730e83c9c_193)] [added: [89](#i2104a6a8ae96473ca14e22e02e2abcf0_205)] | | | [Note 17 - Employee Benefit [removed: Plans](#i5d57efb8826e4d469bd53bf730e83c9c_193)] [added: Plans](#i2104a6a8ae96473ca14e22e02e2abcf0_205)] | | |
| [removed: [102](#i5d57efb8826e4d469bd53bf730e83c9c_199)] [added: [95](#i2104a6a8ae96473ca14e22e02e2abcf0_211)] | | | [Note 18 - Accumulated Other Comprehensive Earnings [removed: (Loss)](#i5d57efb8826e4d469bd53bf730e83c9c_199)] [added: (Loss)](#i2104a6a8ae96473ca14e22e02e2abcf0_211)] | | |
| [removed: [106](#i5d57efb8826e4d469bd53bf730e83c9c_205)] [added: [99](#i2104a6a8ae96473ca14e22e02e2abcf0_217)] | | | [Note 20 - Earnings per [removed: Share](#i5d57efb8826e4d469bd53bf730e83c9c_205)] [added: Share](#i2104a6a8ae96473ca14e22e02e2abcf0_217)] | | |
[removed: (All] [added: (All] other schedules are not required and have been [removed: omitted)][added: omitted)]
The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]
Based on its assessment under the criteria set forth in *Internal Control — Integrated Framework* (2013), management concluded that, as of December 31, [removed: 2022,] [added: 2023,] the Company's internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
We have audited the accompanying consolidated balance sheets of Dover Corporation and its subsidiaries (the "Company") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial statements").
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
As described in Notes 1 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $4.669] [added: $4.882] billion as of December 31, [removed: 2022.][added: 2023.]
Management performs [removed: its] [added: a] goodwill impairment test annually in the fourth quarter, or more frequently if events or circumstances indicate that [removed: the carrying value of] goodwill may be impaired, when some portion but not all of a reporting unit is disposed of or classified as [added: assets] held for sale, or when a change in the composition of reporting units occurs for other reasons.
[removed: Under the] [added: Management uses an] income-based valuation method, [removed: fair value is determined based on] [added: determining] the present value of estimated future cash flows, [removed: discounted at an appropriate risk-adjusted rate.][added: to estimate the fair value of a reporting unit.]
The principal considerations for our determination that performing procedures relating to the goodwill impairment test is a critical audit matter are [removed: there was] [added: (i) the] significant judgment by management when developing the fair value [removed: measurement] [added: estimate] of [removed: each] [added: the] reporting [removed: unit, which in turn led to] [added: units and (ii)] a high degree of auditor [removed: judgment] [added: judgment, subjectivity,] and [removed: subjectivity] [added: effort] in performing procedures and [removed: in] evaluating management’s [removed: estimate of fair value of the reporting units, specifically] [added: significant assumption] related to [added: forecasted] revenue growth [removed: in the estimated future cash flows.][added: rates for certain reporting units.]
These procedures included testing the effectiveness of controls relating to management’s goodwill impairment test, including controls over the [removed: determination] [added: valuation] of [removed: revenue growth in] the [removed: estimated future cash flows.][added: reporting units.]
[removed: | February 10, 2023 | | | | | |][added: 2023]
(In thousands, except per share [removed: amounts)][added: data)]
| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Revenue | | | $ | [removed: 8,508,088] [added: 8,438,134] | | | | | $ | [removed: 7,907,081] [added: 8,508,088] | | | | | $ | [removed: 6,683,760] [added: 7,907,081] | |
| Cost of goods and services | | | [removed: 5,444,532] [added: 5,353,501] | | | | | | [removed: 4,937,295] [added: 5,444,532] | | | | | | [removed: 4,209,741] [added: 4,937,295] | | |
| [64](#i2104a6a8ae96473ca14e22e02e2abcf0_142) | | | [Note 2 - Revenue](#i2104a6a8ae96473ca14e22e02e2abcf0_142) | | |
| [66](#i2104a6a8ae96473ca14e22e02e2abcf0_151) | | | [Note 3 - Acquisitions](#i2104a6a8ae96473ca14e22e02e2abcf0_151) | | |
| [73](#i2104a6a8ae96473ca14e22e02e2abcf0_160) | | | [Note 4 - Dispositions](#i2104a6a8ae96473ca14e22e02e2abcf0_160) | | |
| [74](#i2104a6a8ae96473ca14e22e02e2abcf0_169) | | | [Note 7 - Leases](#i2104a6a8ae96473ca14e22e02e2abcf0_169) | | |
| [80](#i2104a6a8ae96473ca14e22e02e2abcf0_187) | | | [Note 12 - Borrowings](#i2104a6a8ae96473ca14e22e02e2abcf0_187) | | |
| [96](#i2104a6a8ae96473ca14e22e02e2abcf0_214) | | | [Note 19 - Segment Information](#i2104a6a8ae96473ca14e22e02e2abcf0_214) | | |
| [99](#i2104a6a8ae96473ca14e22e02e2abcf0_220) | | | [Note 21 - Stockholders' Equity](#i2104a6a8ae96473ca14e22e02e2abcf0_220) | | |
| [100](#i2104a6a8ae96473ca14e22e02e2abcf0_229) | | | [N](#i2104a6a8ae96473ca14e22e02e2abcf0_229)[ote 22](#i2104a6a8ae96473ca14e22e02e2abcf0_229) [- Subsequent Events](#i2104a6a8ae96473ca14e22e02e2abcf0_229) | | |
| [100](#i2104a6a8ae96473ca14e22e02e2abcf0_235) | | | [Financial Statement Schedule - Schedule II, Valuation and Qualifying Accounts](#i2104a6a8ae96473ca14e22e02e2abcf0_235) | | |
As disclosed by management, the significant assumptions in the fair value analysis of goodwill are the estimated future cash flows, which are primarily driven by forecasted revenue growth rates, EBITDA margins, and the discount rate.
These assumptions are developed by management based on the reporting unit’s expected future performance, which considers historical performance.
These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the reporting units; (ii) evaluating the appropriateness of the income-based valuation method; (iii) testing the completeness and accuracy of underlying data used in the income-based valuation method; and (iv) evaluating the reasonableness of the significant assumption used by management related to forecasted revenue growth rates for certain reporting units.
Evaluating the reasonableness of management’s assumption related to forecasted revenue growth rates for certain reporting units involved considering (i) the current and prior period performance of those reporting units and (ii) the consistency of those forecasted revenue growth rates with external market and/or industry data.
| February 9, 2024 | | | | | |
| Cash and cash equivalents | | | $ | 398,561 | | | | | $ | 380,868 | |
| Assets held for sale | | | 192,644 | | | | | | — | | |
| Liabilities held for sale | | | 64,568 | | | | | | — | | |
(In thousands, except per share data)
| Net earnings | | | — | | | | | | — | | | | | | 1,056,828 | | | | | | — | | | | | | — | | | | | | 1,056,828 | | |
| Balance at December 31, 2023 | | | $ | 259,842 | | | | | $ | 886,690 | | | | | $ | 10,995,624 | | | | | $ | (237,866) | | | | | $ | (6,797,685) | | | | | $ | 5,106,605 | |
| Net earnings | | | $ | 1,056,828 | | | | | $ | 1,065,376 | | | | | $ | 1,123,818 | |
| Gain on dispositions | | | — | | | | | | — | | | | | | (206,338) | | |
| Cash and cash equivalents held for sale | | | 17,300 | | | | | | — | | | | | | — | | |
| Cash and cash equivalents, including cash held for sale | | | $ | 415,861 | | | | | $ | 380,868 | | | | | $ | 385,504 | |
As of December 31, 2022 and through the third quarter of 2023, approximately 4% of inventories were stated at the lower of cost, determined on the last-in, first-out ("LIFO") basis, or market.
During the fourth quarter of 2023, the Company changed the method of accounting for these remaining LIFO inventories to FIFO.
The Company believes the FIFO method is preferable because it better reflects the current value of inventories in the consolidated balance sheet and results in a uniform method across our businesses, which in turn provides more useful financial information to the Company's investors and creditors.
The change in accounting method, which was effected in the fourth quarter of 2023, did not have a material impact on any prior periods’ consolidated financial statements and therefore, the Company did not apply the change retrospectively.
The cumulative effect of the change resulted in a fourth quarter pre-tax benefit of $14,448 ($10,796 after-tax) recognized as a reduction in costs of goods and services within the consolidated statement of earnings for the year ended December 31, 2023 and a corresponding increase in inventories within the consolidated balance sheet as of December 31, 2023.
The quantitative test compares the fair value of a reporting unit with its carrying amount, including goodwill.
in the analysis and reflective of market participant assumptions.
Supply Chain Financing
The Company facilitates the opportunity for suppliers to participate in a voluntary supply chain financing ("SCF") program with a third-party financial institution.
Participating suppliers are paid directly by the SCF financial institution and, in addition, may elect to sell receivables due from the Company to the SCF financial institution for early payment.
Thus, participating suppliers have additional potential flexibility in managing their liquidity by accelerating, at their option and cost, the collection of receivables due from the Company.
The Company and its suppliers agree on commercial terms, including payment terms, for the goods and services the Company procures, regardless of whether the supplier participates in SCF.
For participating suppliers, the Company’s responsibility is limited to making all payments to the SCF financial institution on the terms originally negotiated with the supplier, irrespective of whether the supplier elects to sell receivables to the SCF financial institution.
The Company does not determine the terms or conditions of the arrangement between the SCF financial institution and the Company's suppliers.
The SCF financial institution pays the supplier on the invoice due date for any invoices that were not previously sold by the supplier.
The agreement between the Company and the SCF financial institution does not require the Company to provide assets pledged as security or other forms of guarantees.
| | | | | | |
| [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_157) | | | [Note 7 - Leases](#i5d57efb8826e4d469bd53bf730e83c9c_157) | | |
| [86](#i5d57efb8826e4d469bd53bf730e83c9c_175) | | | [Note 12 - Borrowings](#i5d57efb8826e4d469bd53bf730e83c9c_175) | | |
| [103](#i5d57efb8826e4d469bd53bf730e83c9c_202) | | | [Note 19 - Segment Information](#i5d57efb8826e4d469bd53bf730e83c9c_202) | | |
| [106](#i5d57efb8826e4d469bd53bf730e83c9c_208) | | | [Note 21 - Shareholder's Equity](#i5d57efb8826e4d469bd53bf730e83c9c_208) | | |
| [107](#i5d57efb8826e4d469bd53bf730e83c9c_223) | | | [Financial Statement Schedule - Schedule II, Valuation and Qualifying Accounts for the Years Ended December 31, 2022, 2021, and 2020](#i5d57efb8826e4d469bd53bf730e83c9c_223) | | |
When performing the impairment test, management estimates the fair value of each reporting unit using the income-based valuation method, which involves significant judgment.
Management uses internal forecasts to estimate future cash flows, which are based on historical performance and future estimated results.
In addition, the nature and extent of audit effort required to address the matter was a consideration.
These procedures also included, among others, testing the appropriateness of the discounted cash flow model, assessing results of sensitivities over the assumptions in the discounted cash flow model, and testing the reasonableness of significant assumptions used by management, specifically revenue growth.
When testing revenue growth, we evaluated whether the assumptions were reasonable by (i) understanding management’s process to develop the estimated future cash flows, (ii) comparing management’s forecasted revenue growth to current and prior period performance and (iii) comparing management’s forecasted revenue growth to external market and/or industry data.
| Balance at December 31, 2019 | | | $ | 258,552 | | | | | $ | 869,719 | | | | | $ | 8,211,257 | | | | | $ | (216,026) | | | | | $ | (6,090,842) | | | | | $ | 3,032,660 | |
| Adoption of ASU No. 2016-13- CECL | | | — | | | | | | — | | | | | | (2,112) | | | | | | — | | | | | | — | | | | | | (2,112) | | |
| Net earnings | | | — | | | | | | — | | | | | | 683,451 | | | | | | — | | | | | | — | | | | | | 683,451 | | |
| Common stock acquired | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (106,279) | | | | | | (106,279) | | |
An immaterial portion of domestic inventories is stated at cost, determined on the last-in, first-out (LIFO) basis, which is less than net realizable value.
The guidance will become effective January 1, 2023 and early adoption is permitted.
Under current guidance, the acquirer generally recognizes such contract assets and contract liabilities at fair value on the acquisition date.
Early adoption of the amendments is permitted, including adoption in an interim period.
In March 2020 and January 2021, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting and ASU No. 2021-01, Reference Rate Reform, Scope, respectively.
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.
These updates provide optional guidance for a limited time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform, including expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.
The amendments in these updates are elective and are effective upon issuance for all entities.
The increase in current contract liabilities presented above primarily relates to advance payments received from customers.
No value is attributed to the current estimated fair value of contingent earn-out liability, which will be reassessed quarterly during the performance periods.
| Goodwill | | | 47,431 | | | | | | | | | | | |
| Trademarks | | | 7,404 | | | | | | 15 | | | | | | | | |
| | | | $ | 324,929 | | | | | | | | | | | | | |
products and solutions, as well as significant innovation capabilities and proprietary technologies, within the Clean Energy & Fueling segment.
2020
On December 30, 2020, the Company acquired 100% of the voting stock of Innovative Control Systems, Inc. ("ICS"), within the Clean Energy & Fueling segment, for $77,030, net of cash acquired.
On August 20, 2020, the Company acquired 100% of the voting stock of Solaris Laser S.A. ("Solaris"), within the Imaging & Identification segment, for $18,680, net of cash acquired.
On April 30, 2020, the Company acquired 100% of the voting stock of Em-tec GmbH ("Em-tec"), within the Pumps & Process Solutions segment, for $30,396, net of cash acquired.
On February 18, 2020, the Company acquired 100% of the voting stock of So.
Cal.
Soft-Pak, Incorporated ("Soft-Pak"), within the Engineered Products segment, for $45,500, net of cash acquired.
On January 24, 2020, the Company acquired 100% of the voting stock of Sys-Tech Solutions, Inc. ("Systech"), within the Imaging & Identification segment, for $161,830, net of cash acquired.
An excerpt. Shown here: 40 of 654 rewritten, 40 of 273 added and 40 of 158 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2023 filing and the FY2022 filing.
Item 9A. CONTROLS AND PROCEDURES
2 rewritten, 0 added, 0 removed, 14 unchanged
Based on an evaluation under the supervision and with the participation of the Company's management, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act were effective as of December 31, [removed: 2022] [added: 2023] to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
During the fourth quarter of [removed: 2022,] [added: 2023,] there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 9B. OTHER INFORMATION
0 rewritten, 2 added, 1 removed, 0 unchanged
a.None.
b.During the three months ended December 31, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements as defined in Item 408 of Regulation S-K.
None.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
6 rewritten, 6 added, 7 removed, 30 unchanged
The information with respect to the corporate governance matters required to be included pursuant to this Item 10 will be included in the [removed: 2023] [added: 2024] 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: 10, 2023.][added: 9, 2024.]
DeHaas [removed: 1][added: 1,3]
John Gilbertson, [removed: Jr.1,4][added: Jr.3,4]
President [removed: &] [added: and] Chief Executive Officer, Dover Corporation
The information with respect to Section 16(a) reporting compliance required to be included in this Item 10 will be included in our [removed: 2023] [added: 2024] Proxy Statement and is incorporated in this Item 10 by reference.
Marc A.
Howze1
Senior Advisor, Office of the Chairman at Deere & Company
Danita K.
Ostling1
Former Partner and Senior Leader at Ernst & Young LLP
Stephen K.
Wagner1,3
Former Senior Advisor, Center for Corporate Governance, Deloitte & Touche LLP
Mary A.
Winston2,4
President of WinsCo Enterprises Inc.;
Former Executive Vice President & Chief Financial Officer, Family Dollar Stores, Inc.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information with respect to executive compensation and the compensation committee required to be included pursuant to this Item 11 will be included in our [removed: 2023] [added: 2024] Proxy Statement and is incorporated in this Item 11 by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
4 rewritten, 2 added, 2 removed, 12 unchanged
The information regarding security ownership of certain beneficial owners and management that is required to be included pursuant to this Item 12 will be included in our [removed: 2023] [added: 2024] 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: 2022:][added: 2023:]
[removed: Performance shares] [added: PSAs] are subject to satisfaction of the applicable performance criteria over a three-year performance period.
As of December 31, [removed: 2022,] [added: 2023,] equity securities have been authorized for issuance to employees and/or non-employee directors under the 2021 Plan and its predecessor plan (the "2012 Plan").
| Equity compensation plans approved by stockholders | | | 2,640,345 | | | | | | $ | 109.65 | | | | | 11,926,888 | | |
| Total | | | 2,640,345 | | | | | | $ | 109.65 | | | | | 11,926,888 | | |
| Equity compensation plans approved by stockholders | | | 2,678,025 | | | | | | $ | 98.70 | | | | | 12,533,401 | | |
| Total | | | 2,678,025 | | | | | | $ | 98.70 | | | | | 12,533,401 | | |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The information with respect to any director independence, related party transaction policies and any reportable transaction, business relationship, or indebtedness between the Company and the beneficial owners of more than 5% of the Common Stock, the directors or nominees for director of the Company, the executive officers of the Company, or the members of the immediate families of such individuals that are required to be included pursuant to this Item 13 will be included in the [removed: 2023] [added: 2024] Proxy Statement and is incorporated in this Item 13 by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
2 rewritten, 0 added, 0 removed, 1 unchanged
The information with respect to the Company's relationship with its independent registered public accounting firm and fees paid thereto required to be included pursuant to this Item 14 will be included in the [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement and is incorporated in this Item 14 by reference.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
55 rewritten, 4 added, 0 removed, 41 unchanged
| (3)(i) | | | [Fifth Restated Certificate of Incorporation of the Company, filed as Exhibit 3(i)(a) to the [removed: Company](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519139679/d741573dex3ia.htm)['](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519139679/d741573dex3ia.htm)[s] [added: Company'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 [removed: 14, 2020,] [added: 10, 2023,] filed as Exhibit 3.1 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/29905/000119312520042018/d848231dex31.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000119312520042018/d848231dex31.htm)[s] [added: Company's] Current Report on Form 8-K filed on February [removed: 19, 2020] [added: 16, 2023] (SEC File No. 001-04018), are incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312520042018/d848231dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/29905/000119312523041110/d409855dex31.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](http://www.sec.gov/Archives/edgar/data/29905/000119312515363443/d25548dex41.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000119312515363443/d25548dex41.htm)[s] [added: Company'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](http://www.sec.gov/Archives/edgar/data/29905/000119312515363443/d25548dex41.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000119312515363443/d25548dex41.htm)[s] [added: Company'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](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm)[s] [added: Company'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](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm)[s] [added: Company'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](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519283338/d816977dex41.htm)['](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519283338/d816977dex41.htm)[s Current] [added: Company's](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519283338/d816977dex41.htm) [](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519283338/d816977dex41.htm)[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 [removed: 4.2 to] [added: 4.](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex41.htm)[1](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex41.htm) [to] the [removed: Company](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex41.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex41.htm)[s] [added: Company's] Current Report on Form 8-K filed on November 4, 2019 (SEC File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/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](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm)[s] [added: Company's] Current Report on Form 8-K filed on November 4, 2019 (SEC File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm) | | |
| (4.18) | | | [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 [removed: 4.4 to] [added: 4.](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm)[3](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm) [to] the [removed: Company](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm)[s] [added: Company's] Current Report on Form 8-K filed on November 4, 2019 (SEC File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm) | | |
| (10.1) | | | [Five-Year Credit [removed: Agreement,] [added: Agreement] dated as of [removed: October 4, 2019,] [added: April 6, 2023] among [added: Dover Corporation,] the [removed: Company,] [added: Lenders party thereto,] the [added: Issuing Banks party thereto, the] Borrowing Subsidiaries party thereto from time to [removed: time, the Lenders party thereto,] [added: time] and JPMorgan Chase Bank, [removed: N.A,] [added: N.A.] as Administrative Agent, filed as Exhibit 10.1 to the [removed: Company](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519265497/d819010dex101.htm)['](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519265497/d819010dex101.htm)[s] [added: Company's] Current Report on Form 8-K filed [removed: October 10, 2019] [added: April 11, 2023] (SEC File No. 001-04018), is incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519265497/d819010dex101.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex101.htm)[.](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex101.htm)] | | |
| [removed: (10.2)] [added: (10.3)] | | | [Tax Matters Agreement, dated May 9, 2018, by and between Dover Corporation [removed: and Apergy] [added: and](https://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm)[Apergy] Corporation, filed as Exhibit 10.2 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm)['](http://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm)[s] [added: Company's] Current Report on Form 8-K filed May 11, [removed: 2018 (SEC] [added: 2018](https://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm)[(SEC] File No. 001-04018), is incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm)] | | |
| [removed: (10.3)] [added: (10.4)] | | | [Dover Corporation Executive Officer [removed: Annual Incentive] [added: Annual](https://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w2.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w2.htm)[Incentive] Plan, as amended and restated as of January 1, 2009, filed as Exhibit 10.2 to the [removed: 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] [added: Company's Current](https://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w2.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w2.htm)[Report] on Form 8-K filed May 13, 2009 (SEC File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w2.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w2.htm)] | | |
| [removed: (10.4)] [added: (10.5)] | | | [First Amendment to the Dover Corporation Executive [removed: Officer Annual] [added: Officer](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)[Annual] Incentive Plan, as amended November 14, 2019, filed as Exhibit 10.3 to the Company's Annual Report [removed: on Form] [added: on](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)[Form] 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/29905/000002990520000011/a2019123110-kexhibit103.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)] | | |
| [removed: (10.5)] [added: (10.6)] | | | [Dover Corporation Deferred Compensation Plan, as amended and restated as of September 21, 2020, filed [removed: as Exhibit] [added: as](https://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm)[Exhibit] 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2020 [removed: (SEC File] [added: (SEC](https://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm)[File] No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm)] | | |
| [removed: (10.6)] [added: (10.7)] | | | [removed: [First Amendment,] [added: [First](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm)[Amendment,] dated as of November 23, 2021, to the Dover Corporation Deferred Compensation [removed: Plan (1)*](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm)[,](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm) [filed as Exhibit 10.](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm)[6](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm) [to the Company's Annual Report on Form 10-K for the year ended December 31,](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm) [2022](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm) [(SEC File No. 001-04018), is incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm)] | | |
| [removed: (10.7)] [added: (10.8)] | | | [Dover Corporation Pension Replacement [removed: Plan (formerly] [added: Plan](https://www.sec.gov/Archives/edgar/data/29905/000095012310014502/y81455exv10w11.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000095012310014502/y81455exv10w11.htm)[(formerly] the Supplemental Executive Retirement Plan), as amended and restated as of January 1, 2010, filed [removed: as Exhibit] [added: as](https://www.sec.gov/Archives/edgar/data/29905/000095012310014502/y81455exv10w11.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000095012310014502/y81455exv10w11.htm)[Exhibit] 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 2009 (SEC [removed: File No.] [added: File](https://www.sec.gov/Archives/edgar/data/29905/000095012310014502/y81455exv10w11.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000095012310014502/y81455exv10w11.htm)[No.] 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000095012310014502/y81455exv10w11.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000095012310014502/y81455exv10w11.htm)] | | |
| [removed: (10.8)] [added: (10.9)] | | | [removed: [First Amendment] [added: [First](https://www.sec.gov/Archives/edgar/data/29905/000002990513000053/a2013093010-qexhibit102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990513000053/a2013093010-qexhibit102.htm)[Amendment] to the Dover Corporation Pension Replacement Plan, as amended and restated as of January 1, [removed: 2010, filed] [added: 2010,](https://www.sec.gov/Archives/edgar/data/29905/000002990513000053/a2013093010-qexhibit102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990513000053/a2013093010-qexhibit102.htm)[filed] as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, [removed: 2013 (SEC] [added: 2013](https://www.sec.gov/Archives/edgar/data/29905/000002990513000053/a2013093010-qexhibit102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990513000053/a2013093010-qexhibit102.htm)[(SEC] File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990513000053/a2013093010-qexhibit102.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990513000053/a2013093010-qexhibit102.htm)] | | |
| [removed: (10.9)] [added: (10.10)] | | | [Second Amendment, [removed: dated as] [added: dated](https://www.sec.gov/Archives/edgar/data/29905/000002990517000011/a2016123110-kexhibit1019.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990517000011/a2016123110-kexhibit1019.htm)[as] of November 28, 2016, to the Dover Corporation Pension Replacement Plan, as amended and restated as [removed: of January] [added: of](https://www.sec.gov/Archives/edgar/data/29905/000002990517000011/a2016123110-kexhibit1019.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990517000011/a2016123110-kexhibit1019.htm)[January] 1, 2010, filed as Exhibit 10.19 to the [removed: 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] [added: Company's] Annual Report on Form 10-K for the period [removed: ended December] [added: ended](https://www.sec.gov/Archives/edgar/data/29905/000002990517000011/a2016123110-kexhibit1019.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990517000011/a2016123110-kexhibit1019.htm)[December] 31, 2016 (SEC File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990517000011/a2016123110-kexhibit1019.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990517000011/a2016123110-kexhibit1019.htm)] | | |
| [removed: (10.10)] [added: (10.11)] | | | [Third Amendment, dated as of May 8, 2018, to the Dover Corporation [removed: Pension Replacement] [added: Pension](https://www.sec.gov/Archives/edgar/data/29905/000002990518000043/a2018063010-qexhibit102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990518000043/a2018063010-qexhibit102.htm)[Replacement] Plan, as amended and restated as of January 1, 2010, filed as Exhibit 10.2 to the [removed: 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] [added: Company's](https://www.sec.gov/Archives/edgar/data/29905/000002990518000043/a2018063010-qexhibit102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990518000043/a2018063010-qexhibit102.htm)[Quarterly] Report on Form 10-Q for the period ended June 30, 2018 (SEC File No. 001-04018), is [removed: incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990518000043/a2018063010-qexhibit102.htm)] [added: incorporated](https://www.sec.gov/Archives/edgar/data/29905/000002990518000043/a2018063010-qexhibit102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990518000043/a2018063010-qexhibit102.htm)[by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990518000043/a2018063010-qexhibit102.htm)] | | |
| [removed: (10.11)] [added: (10.12)] | | | [Dover Corporation Executive Severance Plan (as [removed: amended and] [added: amended](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex101.htm)[and] restated effective August 5, 2021), filed as Exhibit 10.1 to the Company's Current Report on Form 8-K [removed: filed August] [added: filed](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex101.htm)[August] 11, 2021 (SEC File No. 001-04018) is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/0000029905/000119312521243460/d216080dex101.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex101.htm)] | | |
| [removed: (10.12)] [added: (10.13)] | | | [Dover Corporation Senior Executive Change-in-Control Severance Plan (as [removed: amended and] [added: amended](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex102.htm)[and] restated effective August 5, 2021), filed as Exhibit 10.2 to the Company's Current Report on Form 8-K [removed: filed August] [added: filed](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex102.htm)[August] 11, 2021 (SEC File No. 001-04018) is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/0000029905/000119312521243460/d216080dex102.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex102.htm)] | | |
| [removed: (10.13)] [added: (10.14)] | | | [Dover Corporation 2012 Equity and Cash Incentive Plan, effective as of May 3, [removed: 2012, filed] [added: 2012,](https://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm)[filed] as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2012 [removed: (SEC File] [added: (SEC](https://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm)[File] No. 001-04018), is incorporated [removed: by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm)] [added: by](https://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm) [r](https://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm)[eference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm)] | | |
| [removed: (10.14)] [added: (10.15)] | | | [Amendment No. 1 to the [removed: Dover Corporation] [added: Dover](https://www.sec.gov/Archives/edgar/data/29905/000002990514000012/a2013123110-kexhibit1025.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990514000012/a2013123110-kexhibit1025.htm)[Corporation] 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.25 to the Company's Annual [removed: Report on Form] [added: Report](https://www.sec.gov/Archives/edgar/data/29905/000002990514000012/a2013123110-kexhibit1025.htm) [on](https://www.sec.gov/Archives/edgar/data/29905/000002990514000012/a2013123110-kexhibit1025.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990514000012/a2013123110-kexhibit1025.htm)[Form] 10-K for the year ended December 31, 2013 (SEC File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990514000012/a2013123110-kexhibit1025.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990514000012/a2013123110-kexhibit1025.htm)] | | |
| [removed: (10.15)] [added: (10.16)] | | | [Amendment No. 2, adopted [removed: and effective] [added: and](https://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm)[effective] as of August 6, 2014, to the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as [removed: Exhibit 10.1] [added: Exhibit](https://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm)[10.1] to the [removed: 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] [added: Company's] Quarterly Report on Form 10-Q for the period ended September 30, 2014 (SEC File [removed: No. 001-04018),] [added: No.](https://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm)[001-04018),] is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm)] | | |
| [removed: (10.16)] [added: (10.17)] | | | [Amendment Number 3, adopted and effective as [removed: of February] [added: of](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm)[February] 12, 2021, to the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to [removed: the Company's] [added: the](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm)[Company's] Quarterly Report on Form 10-Q for the period ended March 31, 2021 (SEC File No. 001-04018), [removed: is incorporated] [added: is](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm)[incorporated] by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm)] | | |
| [removed: (10.17)] [added: (10.18)] | | | [Form of award grant letter for SSAR grants [removed: made under] [added: made](https://www.sec.gov/Archives/edgar/data/29905/000002990514000025/a2014033110-qexhibit105.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990514000025/a2014033110-qexhibit105.htm)[under] the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.5 to the [removed: 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] [added: Company's](https://www.sec.gov/Archives/edgar/data/29905/000002990514000025/a2014033110-qexhibit105.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990514000025/a2014033110-qexhibit105.htm)[Quarterly] Report on Form 10-Q for the period ended March 31, 2014 (SEC File No. 001-04018), is [removed: incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990514000025/a2014033110-qexhibit105.htm)] [added: incorporated](https://www.sec.gov/Archives/edgar/data/29905/000002990514000025/a2014033110-qexhibit105.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990514000025/a2014033110-qexhibit105.htm)[by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990514000025/a2014033110-qexhibit105.htm)] | | |
| [removed: (10.18)] [added: (10.19)] | | | [Form of award grant letter for SSAR grants made [removed: under the] [added: under](https://www.sec.gov/Archives/edgar/data/29905/000002990515000007/a2014123110-kexhibit1025.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990515000007/a2014123110-kexhibit1025.htm)[the] Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.25 to the Company's [removed: Annual Report] [added: Annual](https://www.sec.gov/Archives/edgar/data/29905/000002990515000007/a2014123110-kexhibit1025.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990515000007/a2014123110-kexhibit1025.htm)[Report] on Form 10-K for the period ended December 31, 2014 (SEC File No. 001-04018), is incorporated [removed: by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990515000007/a2014123110-kexhibit1025.htm)] [added: by](https://www.sec.gov/Archives/edgar/data/29905/000002990515000007/a2014123110-kexhibit1025.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990515000007/a2014123110-kexhibit1025.htm)[reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990515000007/a2014123110-kexhibit1025.htm)] | | |
| [removed: (10.19)] [added: (10.20)] | | | [Form of award grant letter for SSAR grants made [removed: under the] [added: under](https://www.sec.gov/Archives/edgar/data/29905/000002990516000074/a2016033110-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990516000074/a2016033110-qexhibit101.htm)[the] Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to the Company's [removed: Quarterly Report] [added: Quarterly](https://www.sec.gov/Archives/edgar/data/29905/000002990516000074/a2016033110-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990516000074/a2016033110-qexhibit101.htm)[Report] on Form 10-Q for the period ended March 31, 2016 (SEC File No. 001-04018), is incorporated [removed: by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990516000074/a2016033110-qexhibit101.htm)] [added: by](https://www.sec.gov/Archives/edgar/data/29905/000002990516000074/a2016033110-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990516000074/a2016033110-qexhibit101.htm)[reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990516000074/a2016033110-qexhibit101.htm)] | | |
| [removed: (10.20)] [added: (10.21)] | | | [Form of award grant letter for SSAR grants made [removed: under the] [added: under](https://www.sec.gov/Archives/edgar/data/29905/000002990517000017/a2017033110-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990517000017/a2017033110-qexhibit101.htm)[the] Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to the Company's [removed: Quarterly Report] [added: Quarterly](https://www.sec.gov/Archives/edgar/data/29905/000002990517000017/a2017033110-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990517000017/a2017033110-qexhibit101.htm)[Report] on Form 10-Q for the period ended March 31, 2017 (SEC File No. 001-04018), is incorporated [removed: by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990517000017/a2017033110-qexhibit101.htm)] [added: by](https://www.sec.gov/Archives/edgar/data/29905/000002990517000017/a2017033110-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990517000017/a2017033110-qexhibit101.htm)[reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990517000017/a2017033110-qexhibit101.htm)] | | |
| [removed: (10.21)] [added: (10.22)] | | | [Form of award grant letter for SSAR grants made [removed: under the] [added: under](https://www.sec.gov/Archives/edgar/data/29905/000002990518000026/a2018033110-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990518000026/a2018033110-qexhibit101.htm)[the] Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to the Company's [removed: Quarterly Report] [added: Quarterly](https://www.sec.gov/Archives/edgar/data/29905/000002990518000026/a2018033110-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990518000026/a2018033110-qexhibit101.htm)[Report] on Form 10-Q for the period ended March 31, 2018 (SEC File No. 001-04018), is incorporated [removed: by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990518000026/a2018033110-qexhibit101.htm)] [added: by](https://www.sec.gov/Archives/edgar/data/29905/000002990518000026/a2018033110-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990518000026/a2018033110-qexhibit101.htm)[reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990518000026/a2018033110-qexhibit101.htm)] | | |
| [removed: (10.22)] [added: (10.23)] | | | [Form of award grant letter for SSAR grants made [removed: under the] [added: under](https://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qex101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qex101.htm)[the] Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to the Company's [removed: Quarterly Report] [added: Quarterly](https://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qex101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qex101.htm)[Report] on Form 10-Q for the period ended March 31, 2019 (SEC File No. 001-04019), is incorporated [removed: by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qex101.htm)] [added: by](https://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qex101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qex101.htm)[reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qex101.htm)] | | |
| [removed: (10.23)] [added: (10.24)] | | | [Form of award grant letter for SSAR [removed: grants made] [added: grants](https://www.sec.gov/Archives/edgar/data/29905/000002990520000018/a2020033110-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990520000018/a2020033110-qexhibit101.htm)[made] under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to the [removed: Company's Quarterly] [added: Company's](https://www.sec.gov/Archives/edgar/data/29905/000002990520000018/a2020033110-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990520000018/a2020033110-qexhibit101.htm)[Quarterly] Report on Form 10-Q for the period ended March 31, 2020 (SEC File No. 001-04019), is [removed: incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990520000018/a2020033110-qexhibit101.htm)] [added: incorporated](https://www.sec.gov/Archives/edgar/data/29905/000002990520000018/a2020033110-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990520000018/a2020033110-qexhibit101.htm)[by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990520000018/a2020033110-qexhibit101.htm)] | | |
| [removed: (10.24)] [added: (10.25)] | | | [Form of 2021 award grant letter [removed: for SSAR] [added: for](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit102.htm)[SSAR] grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan filed as Exhibit 10.2 to [removed: the Company's] [added: the](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit102.htm)[Company's] Quarterly Report on Form 10-Q for the period ended March 31, 2021 (SEC File No. 001-04018), [removed: is incorporated] [added: is](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit102.htm)[incorporated] by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit102.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit102.htm)] | | |
| [removed: (10.25)] [added: (10.28)] | | | [Form of [added: 2021] award grant letter for [removed: performance share] [added: RSU] awards [removed: made under] [added: made](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit105.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit105.htm)[under] the Dover Corporation 2012 Equity and Cash Incentive [removed: Plan,] [added: Plan] filed as Exhibit [removed: 10.3] [added: 10.5] to the [removed: Company's Quarterly] [added: Company's](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit105.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit105.htm)[Quarterly] Report on Form 10-Q for the period ended March 31, [removed: 2019] [added: 2021] (SEC File No. 001-04018), is [removed: incorporated by reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qexhibit103.htm)] [added: incorporated](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit105.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit105.htm)[by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit105.htm)] | | |
| [removed: (10.28)] [added: (10.30)] | | | [Form of [removed: Restricted Stock Unit Award Letter] [added: 2021 award grant letter for SSAR grants made] under the Dover Corporation [removed: 2012 Equity and Cash Incentive Plan,] [added: 2021 Omnibus Incentive](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1040.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1040.htm)[Plan] filed as Exhibit [removed: 10.4] [added: 10.40] to the Company's [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: period] [added: year] ended [removed: March] [added: December] 31, [removed: 2019 (SEC] [added: 2021](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1040.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1040.htm)[(SEC] File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qex104.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1040.htm)] | | |
| [removed: (10.29)] [added: (10.32)] | | | [Form of [removed: Restricted Stock Unit Award Letter] [added: 2022 award grant letter for SSAR grants made] under the Dover Corporation [removed: 2012 Equity and Cash Incentive Plan,] [added: 2021 Omnibus Incentive](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1043.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1043.htm)[Plan] filed as Exhibit [removed: 10.4] [added: 10.43] to the Company's [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: period] [added: year] ended [removed: March] [added: December] 31, [removed: 2020 (SEC] [added: 2021](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1043.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1043.htm)[(SEC] File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990520000018/a2020033110-qexhibit104.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1043.htm)] | | |
| [removed: (10.30)] [added: (10.33)] | | | [Form of [removed: 2021] [added: 2022] award grant letter for RSU awards made under the Dover Corporation [removed: 2012 Equity and Cash Incentive Plan] [added: 2021 Omnibus Incentive](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1044.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1044.htm)[Plan] filed as Exhibit [removed: 10.5] [added: 10.44] to the Company's [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: period] [added: year] ended [removed: March] [added: December] 31, [removed: 2021 (SEC] [added: 2021](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1044.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1044.htm)[(SEC] File No. 001-04018), is incorporated by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit105.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1044.htm)] | | |
| [removed: (10.31)] [added: (10.29)] | | | [Dover Corporation 2021 Omnibus Incentive Plan, [removed: filed as] [added: filed](https://www.sec.gov/Archives/edgar/data/29905/000119312521156215/d662152dex101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312521156215/d662152dex101.htm)[as] Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 10, 2021 (SEC File No. 001-04018), [removed: is incorporated] [added: i](https://www.sec.gov/Archives/edgar/data/29905/000119312521156215/d662152dex101.htm)[s](https://www.sec.gov/Archives/edgar/data/29905/000119312521156215/d662152dex101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312521156215/d662152dex101.htm)[incorporated] by [removed: reference.*](http://www.sec.gov/Archives/edgar/data/29905/000119312521156215/d662152dex101.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000119312521156215/d662152dex101.htm)] | | |
| [removed: (10.32)] [added: (10.34)] | | | [Form of [removed: 2021] [added: 2022] award grant letter for [removed: SSAR grants] [added: performance share awards] made under the Dover Corporation 2021 [removed: Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1040.htm) [filed as](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1040.htm) [Exhibit 10.40] [added: Omnibus](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1046.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1046.htm)[Incentive Plan filed as Exhibit 10.46] to the Company's Annual Report on Form [removed: 10](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1040.htm)[\-K] [added: 10-K] for the year [removed: ended December] [added: ended](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1046.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1046.htm)[December] 31, 2021 (SEC File No. 001-04018), is incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1040.htm)[*](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1040.htm)[](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1040.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1046.htm)] | | |
| (10.2) | | | [364-Day Credit Agreement dated as of April 6, 2023 among Dover Corporation, the](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex102.htm)[Lenders party thereto, the Borrowing Subsidiaries party thereto from time to time and JPMorgan Chase Bank,](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex102.htm)[N.A. as Administrative Agent, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed April 11,](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex102.htm)[2023 (SEC File No. 001-04018), is incorporated by reference.](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex102.htm) | | |
| (97.1) | | | [Dover Corporation Clawback Policy](https://www.sec.gov/Archives/edgar/data/29905/000002990524000008/a2023123110-kexhibit971.htm) [(1)](https://www.sec.gov/Archives/edgar/data/29905/000002990524000008/a2023123110-kexhibit971.htm) | | |
| --- | --- | --- | --- | --- | --- |
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An excerpt. Shown here: 40 of 55 rewritten, all 4 added and all 0 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2023 filing and the FY2022 filing.
Item 16. FORM 10-K SUMMARY
13 rewritten, 5 added, 4 removed, 56 unchanged
| Date: | | | February [removed: 10, 2023] [added: 9, 2024] | | | | | |
Cabrera and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and in his or her name, place and stead in any and all capacities, to sign the Company's Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022] [added: 2023] under the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission and any other appropriate authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing required and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
| /s/ Michael F. Johnston | | | | | | Chairman, Board of Directors | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |
| /s/ Richard J. Tobin | | | | | | Chief Executive Officer, President and Director (Principal Executive Officer) | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |
| /s/ Brad M. Cerepak | | | | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |
| /s/ Ryan W. Paulson | | | | | | Vice President, Controller (Principal Accounting Officer) | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |
| /s/ Deborah L. DeHaas | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |
| /s/ H. John Gilbertson, Jr. | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |
| /s/ Kristiane C. Graham | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |
| /s/ Michael Manley | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |
| /s/ Eric A. Spiegel | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |
| /s/ Stephen M. Todd | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |
| /s/ Keith E. Wandell | | | | | | Director | | | | | | February [removed: 10, 2023] [added: 9, 2024] | | |
| /s/ Marc A. Howze | | | | | | Director | | | | | | February 9, 2024 | | |
| Marc A. Howze | | | | | | | | | | | | | | |
| /s/ Danita K. Ostling | | | | | | Director | | | | | | February 9, 2024 | | |
| Danita K. Ostling | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ Stephen K. Wagner | | | | | | Director | | | | | | February 10, 2023 | | |
| Stephen K. Wagner | | | | | | | | | | | | | | |
| /s/ Mary A. Winston | | | | | | Director | | | | | | February 10, 2023 | | |
| Mary A. Winston | | | | | | | | | | | | | | |