10-Q 1 dov-20230930.htm 10-Q dov-20230930
DOVER Corp0000029905--12-312023Q3false1500000299052023-01-012023-09-300000029905us-gaap:CommonStockMember2023-01-012023-09-300000029905dov:A1250NotesDue2026Member2023-01-012023-09-300000029905dov:A0750NotesDue2027Member2023-01-012023-09-3000000299052023-10-18xbrli:shares00000299052023-07-012023-09-30iso4217:USD00000299052022-07-012022-09-3000000299052022-01-012022-09-30iso4217:USDxbrli:shares00000299052023-09-3000000299052022-12-3100000299052023-06-300000029905us-gaap:CommonStockMember2023-06-300000029905us-gaap:AdditionalPaidInCapitalMember2023-06-300000029905us-gaap:RetainedEarningsMember2023-06-300000029905us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-06-300000029905us-gaap:TreasuryStockCommonMember2023-06-300000029905us-gaap:RetainedEarningsMember2023-07-012023-09-300000029905us-gaap:CommonStockMember2023-07-012023-09-300000029905us-gaap:AdditionalPaidInCapitalMember2023-07-012023-09-300000029905us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-07-012023-09-300000029905us-gaap:CommonStockMember2023-09-300000029905us-gaap:AdditionalPaidInCapitalMember2023-09-300000029905us-gaap:RetainedEarningsMember2023-09-300000029905us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-09-300000029905us-gaap:TreasuryStockCommonMember2023-09-3000000299052022-06-3000000299052022-09-300000029905us-gaap:CommonStockMember2022-06-300000029905us-gaap:AdditionalPaidInCapitalMember2022-06-300000029905us-gaap:RetainedEarningsMember2022-06-300000029905us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-06-300000029905us-gaap:TreasuryStockCommonMember2022-06-300000029905us-gaap:RetainedEarningsMember2022-07-012022-09-300000029905us-gaap:CommonStockMember2022-07-012022-09-300000029905us-gaap:AdditionalPaidInCapitalMember2022-07-012022-09-300000029905us-gaap:TreasuryStockCommonMember2022-07-012022-09-300000029905us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-07-012022-09-300000029905us-gaap:CommonStockMember2022-09-300000029905us-gaap:AdditionalPaidInCapitalMember2022-09-300000029905us-gaap:RetainedEarningsMember2022-09-300000029905us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-09-300000029905us-gaap:TreasuryStockCommonMember2022-09-300000029905us-gaap:CommonStockMember2022-12-310000029905us-gaap:AdditionalPaidInCapitalMember2022-12-310000029905us-gaap:RetainedEarningsMember2022-12-310000029905us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310000029905us-gaap:TreasuryStockCommonMember2022-12-310000029905us-gaap:RetainedEarningsMember2023-01-012023-09-300000029905us-gaap:CommonStockMember2023-01-012023-09-300000029905us-gaap:AdditionalPaidInCapitalMember2023-01-012023-09-300000029905us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-09-3000000299052021-12-310000029905us-gaap:CommonStockMember2021-12-310000029905us-gaap:AdditionalPaidInCapitalMember2021-12-310000029905us-gaap:RetainedEarningsMember2021-12-310000029905us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310000029905us-gaap:TreasuryStockCommonMember2021-12-310000029905us-gaap:RetainedEarningsMember2022-01-012022-09-300000029905us-gaap:CommonStockMember2022-01-012022-09-300000029905us-gaap:AdditionalPaidInCapitalMember2022-01-012022-09-300000029905us-gaap:TreasuryStockCommonMember2022-01-012022-09-300000029905us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-09-300000029905us-gaap:TransferredAtPointInTimeMember2023-09-30xbrli:pure0000029905us-gaap:TransferredOverTimeMember2023-09-3000000299052023-10-012023-09-3000000299052025-01-012023-09-30dov:acquisition0000029905dov:ArcPacificCompanyLtdMember2023-08-280000029905dov:ArcPacificCompanyLtdMember2023-08-282023-08-280000029905dov:FWMurphyProductionControlsLLCMembersrt:ScenarioForecastMember2023-10-012023-12-310000029905dov:MalemaEngineeringCorporationMember2022-07-010000029905dov:MalemaEngineeringCorporationMember2022-07-012022-07-010000029905dov:MalemaEngineeringCorporationMember2022-12-310000029905us-gaap:CustomerRelatedIntangibleAssetsMemberdov:MalemaEngineeringCorporationMember2022-07-010000029905us-gaap:PatentsMemberdov:MalemaEngineeringCorporationMember2022-07-010000029905us-gaap:TrademarksMemberdov:MalemaEngineeringCorporationMember2022-07-010000029905us-gaap:CustomerRelatedIntangibleAssetsMemberdov:MalemaEngineeringCorporationMember2022-07-012022-07-010000029905us-gaap:PatentsMemberdov:MalemaEngineeringCorporationMember2022-07-012022-07-010000029905us-gaap:TrademarksMemberdov:MalemaEngineeringCorporationMember2022-07-012022-07-010000029905dov:AMNDPIMember2022-05-020000029905dov:AMNDPIMember2022-05-022022-05-020000029905us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberdov:DeStaCoMemberus-gaap:SubsequentEventMember2023-10-110000029905us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMemberdov:DeStaCoMember2023-09-300000029905us-gaap:LandMember2023-09-300000029905us-gaap:LandMember2022-12-310000029905us-gaap:BuildingAndBuildingImprovementsMember2023-09-300000029905us-gaap:BuildingAndBuildingImprovementsMember2022-12-310000029905us-gaap:EquipmentMember2023-09-300000029905us-gaap:EquipmentMember2022-12-310000029905dov:EngineeredProductsSegmentMember2022-12-310000029905dov:CleanEnergyFuelingSegmentMember2022-12-310000029905dov:ImagingIdentificationSegmentMember2022-12-310000029905dov:PumpsProcessSolutionsSegmentMember2022-12-310000029905dov:ClimateSustainabilityTechnologiesSegmentMember2022-12-310000029905dov:EngineeredProductsSegmentMember2023-01-012023-09-300000029905dov:CleanEnergyFuelingSegmentMember2023-01-012023-09-300000029905dov:ImagingIdentificationSegmentMember2023-01-012023-09-300000029905dov:PumpsProcessSolutionsSegmentMember2023-01-012023-09-300000029905dov:ClimateSustainabilityTechnologiesSegmentMember2023-01-012023-09-300000029905dov:EngineeredProductsSegmentMember2023-09-300000029905dov:CleanEnergyFuelingSegmentMember2023-09-300000029905dov:ImagingIdentificationSegmentMember2023-09-300000029905dov:PumpsProcessSolutionsSegmentMember2023-09-300000029905dov:ClimateSustainabilityTechnologiesSegmentMember2023-09-300000029905us-gaap:CustomerRelationshipsMember2023-09-300000029905us-gaap:CustomerRelationshipsMember2022-12-310000029905us-gaap:TrademarksMember2023-09-300000029905us-gaap:TrademarksMember2022-12-310000029905us-gaap:PatentsMember2023-09-300000029905us-gaap:PatentsMember2022-12-310000029905us-gaap:UnpatentedTechnologyMember2023-09-300000029905us-gaap:UnpatentedTechnologyMember2022-12-310000029905us-gaap:DistributionRightsMember2023-09-300000029905us-gaap:DistributionRightsMember2022-12-310000029905us-gaap:OtherIntangibleAssetsMember2023-09-300000029905us-gaap:OtherIntangibleAssetsMember2022-12-310000029905us-gaap:TrademarksMember2023-09-300000029905us-gaap:TrademarksMember2022-12-310000029905dov:EngineeredProductsSegmentMemberus-gaap:OperatingSegmentsMember2023-07-012023-09-300000029905dov:EngineeredProductsSegmentMemberus-gaap:OperatingSegmentsMember2022-07-012022-09-300000029905dov:EngineeredProductsSegmentMemberus-gaap:OperatingSegmentsMember2023-01-012023-09-300000029905dov:EngineeredProductsSegmentMemberus-gaap:OperatingSegmentsMember2022-01-012022-09-300000029905us-gaap:OperatingSegmentsMemberdov:CleanEnergyFuelingSegmentMember2023-07-012023-09-300000029905us-gaap:OperatingSegmentsMemberdov:CleanEnergyFuelingSegmentMember2022-07-012022-09-300000029905us-gaap:OperatingSegmentsMemberdov:CleanEnergyFuelingSegmentMember2023-01-012023-09-300000029905us-gaap:OperatingSegmentsMemberdov:CleanEnergyFuelingSegmentMember2022-01-012022-09-300000029905us-gaap:OperatingSegmentsMemberdov:ImagingIdentificationSegmentMember2023-07-012023-09-300000029905us-gaap:OperatingSegmentsMemberdov:ImagingIdentificationSegmentMember2022-07-012022-09-300000029905us-gaap:OperatingSegmentsMemberdov:ImagingIdentificationSegmentMember2023-01-012023-09-300000029905us-gaap:OperatingSegmentsMemberdov:ImagingIdentificationSegmentMember2022-01-012022-09-300000029905dov:PumpsProcessSolutionsSegmentMemberus-gaap:OperatingSegmentsMember2023-07-012023-09-300000029905dov:PumpsProcessSolutionsSegmentMemberus-gaap:OperatingSegmentsMember2022-07-012022-09-300000029905dov:PumpsProcessSolutionsSegmentMemberus-gaap:OperatingSegmentsMember2023-01-012023-09-300000029905dov:PumpsProcessSolutionsSegmentMemberus-gaap:OperatingSegmentsMember2022-01-012022-09-300000029905us-gaap:OperatingSegmentsMemberdov:ClimateSustainabilityTechnologiesSegmentMember2023-07-012023-09-300000029905us-gaap:OperatingSegmentsMemberdov:ClimateSustainabilityTechnologiesSegmentMember2022-07-012022-09-300000029905us-gaap:OperatingSegmentsMemberdov:ClimateSustainabilityTechnologiesSegmentMember2023-01-012023-09-300000029905us-gaap:OperatingSegmentsMemberdov:ClimateSustainabilityTechnologiesSegmentMember2022-01-012022-09-300000029905us-gaap:CorporateNonSegmentMember2023-07-012023-09-300000029905us-gaap:CorporateNonSegmentMember2022-07-012022-09-300000029905us-gaap:CorporateNonSegmentMember2023-01-012023-09-300000029905us-gaap:CorporateNonSegmentMember2022-01-012022-09-300000029905us-gaap:CostOfSalesMember2023-07-012023-09-300000029905us-gaap:CostOfSalesMember2022-07-012022-09-300000029905us-gaap:CostOfSalesMember2023-01-012023-09-300000029905us-gaap:CostOfSalesMember2022-01-012022-09-300000029905us-gaap:SellingGeneralAndAdministrativeExpensesMember2023-07-012023-09-300000029905us-gaap:SellingGeneralAndAdministrativeExpensesMember2022-07-012022-09-300000029905us-gaap:SellingGeneralAndAdministrativeExpensesMember2023-01-012023-09-300000029905us-gaap:SellingGeneralAndAdministrativeExpensesMember2022-01-012022-09-300000029905us-gaap:EmployeeSeveranceMember2022-12-310000029905us-gaap:FacilityClosingMember2022-12-310000029905us-gaap:EmployeeSeveranceMember2023-01-012023-09-300000029905us-gaap:FacilityClosingMember2023-01-012023-09-300000029905us-gaap:EmployeeSeveranceMember2023-09-300000029905us-gaap:FacilityClosingMember2023-09-300000029905us-gaap:CommercialPaperMember2023-09-300000029905us-gaap:CommercialPaperMember2022-12-310000029905us-gaap:NotesPayableOtherPayablesMember2023-09-300000029905us-gaap:NotesPayableOtherPayablesMember2022-12-310000029905us-gaap:CommercialPaperMember2023-01-012023-09-300000029905dov:Notedue2025Member2023-09-300000029905dov:Notedue2025Member2023-01-012023-09-300000029905dov:Notedue2025Member2022-12-310000029905dov:Notedue2026Member2023-09-300000029905dov:Notedue2026Member2023-01-012023-09-30iso4217:EUR0000029905dov:Notedue2026Member2022-12-310000029905dov:NoteDue2027Member2023-09-300000029905dov:NoteDue2027Member2023-01-012023-09-300000029905dov:NoteDue2027Member2022-12-310000029905dov:DebenturesDue2028Member2023-09-300000029905dov:DebenturesDue2028Member2023-01-012023-09-300000029905dov:DebenturesDue2028Member2022-12-310000029905dov:NoteDue2029Member2023-09-300000029905dov:NoteDue2029Member2023-01-012023-09-300000029905dov:NoteDue2029Member2022-12-310000029905dov:DebentureDue2035Member2023-09-300000029905dov:DebentureDue2035Member2023-01-012023-09-300000029905dov:DebentureDue2035Member2022-12-310000029905dov:NoteDue2038Member2023-09-300000029905dov:NoteDue2038Member2023-01-012023-09-300000029905dov:NoteDue2038Member2022-12-310000029905dov:NoteDue2041Member2023-09-300000029905dov:NoteDue2041Member2023-01-012023-09-300000029905dov:NoteDue2041Member2022-12-310000029905dov:OtherLongTermDebtInstrumentsMember2023-09-300000029905dov:OtherLongTermDebtInstrumentsMember2022-12-310000029905dov:CreditAgreementMemberus-gaap:RevolvingCreditFacilityMember2023-04-060000029905dov:CreditAgreementMemberus-gaap:RevolvingCreditFacilityMember2023-04-062023-04-060000029905dov:CreditFacilityMaturingApril2024Memberus-gaap:RevolvingCreditFacilityMember2023-04-060000029905dov:CreditFacilityMaturingApril2024Memberus-gaap:RevolvingCreditFacilityMember2023-04-062023-04-060000029905dov:CreditAgreementMemberus-gaap:RevolvingCreditFacilityMember2023-04-050000029905dov:CreditAgreementMemberus-gaap:RevolvingCreditFacilityMember2023-04-052023-04-050000029905us-gaap:CommercialPaperMember2023-03-310000029905us-gaap:CommercialPaperMember2023-06-300000029905dov:CreditAgreementMemberus-gaap:RevolvingCreditFacilityMember2023-01-012023-09-300000029905dov:CreditAgreementMemberus-gaap:RevolvingCreditFacilityMember2022-12-310000029905dov:CreditAgreementMemberus-gaap:RevolvingCreditFacilityMember2023-09-300000029905us-gaap:DesignatedAsHedgingInstrumentMember2023-09-300000029905us-gaap:DesignatedAsHedgingInstrumentMember2022-12-310000029905us-gaap:NondesignatedMember2023-09-300000029905us-gaap:NondesignatedMember2022-12-310000029905us-gaap:ForeignExchangeForwardMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-09-300000029905us-gaap:ForeignExchangeForwardMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-12-310000029905dov:OtherAccruedExpensesMemberus-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-09-300000029905dov:OtherAccruedExpensesMemberus-gaap:ForeignExchangeForwardMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-12-310000029905dov:NotesDue2026Memberus-gaap:DesignatedAsHedgingInstrumentMember2023-09-300000029905dov:NotesDue2027Memberus-gaap:DesignatedAsHedgingInstrumentMember2023-09-300000029905us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-09-300000029905us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2022-12-310000029905us-gaap:EstimateOfFairValueFairValueDisclosureMember2023-09-300000029905us-gaap:EstimateOfFairValueFairValueDisclosureMember2022-12-310000029905srt:MinimumMember2023-09-300000029905srt:MaximumMember2023-09-300000029905us-gaap:StockAppreciationRightsSARSMember2023-01-012023-09-300000029905us-gaap:PerformanceSharesMember2023-01-012023-09-300000029905us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-09-300000029905us-gaap:StockAppreciationRightsSARSMember2022-01-012022-09-300000029905us-gaap:PerformanceSharesMember2022-01-012022-09-300000029905us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-09-300000029905us-gaap:AccumulatedTranslationAdjustmentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2023-07-012023-09-300000029905us-gaap:AccumulatedTranslationAdjustmentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2022-07-012022-09-300000029905us-gaap:AccumulatedTranslationAdjustmentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2023-01-012023-09-300000029905us-gaap:AccumulatedTranslationAdjustmentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2022-01-012022-09-300000029905us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2023-07-012023-09-300000029905us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2022-07-012022-09-300000029905us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2023-01-012023-09-300000029905us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2022-01-012022-09-300000029905us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2023-07-012023-09-300000029905us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2022-07-012022-09-300000029905us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2023-01-012023-09-300000029905us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2022-01-012022-09-300000029905us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2023-07-012023-09-300000029905us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2022-07-012022-09-300000029905us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2023-01-012023-09-300000029905us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2022-01-012022-09-300000029905us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2023-07-012023-09-300000029905us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2022-07-012022-09-300000029905us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2023-01-012023-09-300000029905us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2022-01-012022-09-30dov:segment0000029905us-gaap:IntersegmentEliminationMember2023-07-012023-09-300000029905us-gaap:IntersegmentEliminationMember2022-07-012022-09-300000029905us-gaap:IntersegmentEliminationMember2023-01-012023-09-300000029905us-gaap:IntersegmentEliminationMember2022-01-012022-09-300000029905us-gaap:OperatingSegmentsMember2023-07-012023-09-300000029905us-gaap:OperatingSegmentsMember2022-07-012022-09-300000029905us-gaap:OperatingSegmentsMember2023-01-012023-09-300000029905us-gaap:OperatingSegmentsMember2022-01-012022-09-300000029905country:US2023-07-012023-09-300000029905country:US2022-07-012022-09-300000029905country:US2023-01-012023-09-300000029905country:US2022-01-012022-09-300000029905srt:EuropeMember2023-07-012023-09-300000029905srt:EuropeMember2022-07-012022-09-300000029905srt:EuropeMember2023-01-012023-09-300000029905srt:EuropeMember2022-01-012022-09-300000029905srt:AsiaMember2023-07-012023-09-300000029905srt:AsiaMember2022-07-012022-09-300000029905srt:AsiaMember2023-01-012023-09-300000029905srt:AsiaMember2022-01-012022-09-300000029905dov:AmericasExcludingUnitedStatesMember2023-07-012023-09-300000029905dov:AmericasExcludingUnitedStatesMember2022-07-012022-09-300000029905dov:AmericasExcludingUnitedStatesMember2023-01-012023-09-300000029905dov:AmericasExcludingUnitedStatesMember2022-01-012022-09-300000029905dov:OtherGeographicalAreaMember2023-07-012023-09-300000029905dov:OtherGeographicalAreaMember2022-07-012022-09-300000029905dov:OtherGeographicalAreaMember2023-01-012023-09-300000029905dov:OtherGeographicalAreaMember2022-01-012022-09-300000029905dov:August2023AuthorizationMember2023-08-310000029905dov:November2020AuthorizationMember2020-11-200000029905dov:November2020AuthorizationMember2023-01-012023-09-300000029905dov:November2020AuthorizationMember2023-07-012023-09-300000029905dov:August2022ASRAgreementMember2022-08-310000029905dov:August2022ASRAgreementMember2022-09-010000029905dov:August2022ASRAgreementMember2022-09-012022-09-010000029905dov:August2022ASRAgreementMember2022-12-012022-12-310000029905dov:August2022ASRAgreementMember2022-01-012022-12-310000029905dov:November2020AuthorizationMember2022-07-012022-09-300000029905dov:November2020AuthorizationMember2022-01-012022-09-300000029905dov:November2020AuthorizationMember2023-09-300000029905dov:SCFProgramMember2023-09-300000029905dov:SCFProgramMember2022-12-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
Commission File Number: 1-4018
Image1.jpg
(Exact name of registrant as specified in its charter)
Delaware53-0257888
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
  
3005 Highland Parkway 
Downers Grove, Illinois
60515
(Address of principal executive offices)(Zip Code)
(630) 541-1540
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockDOVNew York Stock Exchange
1.250% Notes due 2026DOV 26New York Stock Exchange
0.750% Notes due 2027DOV 27New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☑  No  o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☑  No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12-b-2 of the Exchange Act    .
Large Accelerated Filer
☑
Accelerated Filer
☐
Emerging Growth Company
☐
Non-Accelerated Filer
☐
Smaller Reporting Company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No  ☑
The number of shares outstanding of the Registrant’s common stock as of October 18, 2023 was 139,890,144.


Dover Corporation
Form 10-Q
Table of Contents
Page
 
 
 
 
  
 



Item 1. Financial Statements

DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
(Unaudited)
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Revenue$2,153,268 $2,158,291 $6,332,377 $6,368,907 
Cost of goods and services1,360,253 1,385,541 4,033,507 4,071,680 
Gross profit793,015 772,750 2,298,870 2,297,227 
Selling, general and administrative expenses420,245 402,339 1,286,999 1,270,615 
Operating earnings372,770 370,411 1,011,871 1,026,612 
Interest expense32,389 29,789 100,407 83,330 
Interest income(3,808)(1,244)(8,552)(2,968)
Other income, net(10,273)(11,167)(20,759)(17,842)
Earnings before provision for income taxes354,462 353,033 940,775 964,092 
Provision for income taxes64,709 67,007 180,209 162,295 
Net earnings$289,753 $286,026 $760,566 $801,797 
Net earnings per share:
Basic$2.07 $2.01 $5.44 $5.59 
Diluted$2.06 $2.00 $5.41 $5.55 
Weighted average shares outstanding:
Basic139,878 142,506 139,833 143,469 
Diluted140,615 143,257 140,603 144,413 
 

See Notes to Condensed Consolidated Financial Statements


1
DOVER CORPORATION 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousands)
(Unaudited)
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Net earnings$289,753 $286,026 $760,566 $801,797 
Other comprehensive loss, net of tax
Foreign currency translation adjustments:
Foreign currency translation loss
(54,114)(117,460)(16,207)(216,665)
Reclassification of foreign currency translation losses to earnings— — — 5,915 
Total foreign currency translation adjustments (net of $(7,274), $(21,020), $(58) and $(39,990) tax benefit (provision), respectively)
(54,114)(117,460)(16,207)(210,750)
Pension and other post-retirement benefit plans:
Amortization of actuarial (gain) loss included in net periodic pension cost(516)327 (1,578)1,032 
Amortization of prior service costs included in net periodic pension cost245 223 764 670 
Total pension and other post-retirement benefit plans (net of $82, $(195), $247 and $(605) tax benefit (provision), respectively)
(271)550 (814)1,702 
Changes in fair value of cash flow hedges:
Unrealized net gain arising during period
587 1,503 246 2,317 
Net loss (gain) reclassified into earnings369 (1,290)2,067 (3,911)
Total cash flow hedges (net of $(273), $(61), $(660) and $458 tax (provision) benefit, respectively)
956 213 2,313 (1,594)
Other comprehensive loss, net of tax
(53,429)(116,697)(14,708)(210,642)
Comprehensive earnings$236,324 $169,329 $745,858 $591,155 


See Notes to Condensed Consolidated Financial Statements

2
DOVER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 September 30, 2023December 31, 2022
ASSETS
Current assets:  
Cash and cash equivalents$283,798 $380,868 
Receivables, net1,548,675 1,516,871 
Inventories, net1,279,781 1,366,608 
Prepaid and other current assets154,076 159,118 
Assets held for sale190,548 — 
Total current assets3,456,878 3,423,465 
Property, plant and equipment, net992,157 1,004,825 
Goodwill4,607,123 4,669,494 
Intangible assets, net1,235,643 1,333,735 
Other assets and deferred charges480,304 465,000 
Total assets$10,772,105 $10,896,519 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:  
Short-term borrowings$206,956 $735,772 
Accounts payable970,671 1,068,144 
Accrued compensation and employee benefits238,426 269,785 
Deferred revenue256,130 256,933 
Accrued insurance88,886 92,876 
Other accrued expenses325,395 318,337 
Federal and other income taxes34,251 31,427 
Liabilities held for sale67,065 — 
Total current liabilities2,187,780 2,773,274 
Long-term debt2,944,747 2,942,513 
Deferred income taxes341,773 375,150 
Noncurrent income tax payable28,024 44,313 
Other liabilities437,281 474,903 
Stockholders' equity:  
Total stockholders' equity4,832,500 4,286,366 
Total liabilities and stockholders' equity$10,772,105 $10,896,519 


See Notes to Condensed Consolidated Financial Statements















3



DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share data)
(Unaudited)
 
Common stock $1 par value
Additional paid-in capitalRetained earningsAccumulated other comprehensive lossTreasury stockTotal stockholders' equity
Balance at June 30, 2023$259,818 $875,041 $10,552,433 $(227,502)$(6,797,685)$4,662,105 
Net earnings— — 289,753 — — 289,753 
Dividends paid ($0.51 per share)
— — (71,408)— — (71,408)
Common stock issued for the exercise of share-based awards17 (1,283)— — — (1,266)
Stock-based compensation expense— 6,745 — — — 6,745 
Other comprehensive loss, net of tax
— — — (53,429)— (53,429)
Balance at September 30, 2023$259,835 $880,503 $10,770,778 $(280,931)$(6,797,685)$4,832,500 

 
Common stock $1 par value
Additional paid-in capitalRetained earningsAccumulated other comprehensive lossTreasury stockTotal stockholders' equity
Balance at June 30, 2022$259,601 $863,717 $9,816,960 $(247,997)$(6,303,758)$4,388,523 
Net earnings— — 286,026 — — 286,026 
Dividends paid ($0.505 per share)
— — (72,580)— — (72,580)
Common stock issued for the exercise of share-based awards5 (177)— — — (172)
Stock-based compensation expense— 6,326 — — — 6,326 
Common stock acquired, including accelerated share repurchase program
— (100,000)— — (400,000)(500,000)
Other comprehensive loss, net of tax— — — (116,697)— (116,697)
Balance at September 30, 2022$259,606 $769,866 $10,030,406 $(364,694)$(6,703,758)$3,991,426 



See Notes to Condensed Consolidated Financial Statements


















4




DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share data)
(Unaudited)
 
Common stock $1 par value
Additional paid-in capitalRetained earningsAccumulated other comprehensive lossTreasury stockTotal stockholders' equity
Balance at January 1, 2023$259,644 $867,560 $10,223,070 $(266,223)$(6,797,685)$4,286,366 
Net earnings— — 760,566 — — 760,566 
Dividends paid ($1.52 per share)
— — (212,882)— — (212,882)
Common stock issued for the exercise of share-based awards191 (12,525)— — — (12,334)
Stock-based compensation expense— 25,468 — — — 25,468 
Other comprehensive loss, net of tax
— — — (14,708)— (14,708)
Other, net— — 24 — 24 
Balance at September 30, 2023$259,835 $880,503 $10,770,778 $(280,931)$(6,797,685)$4,832,500 

 
Common stock $1 par value
Additional paid-in capitalRetained earningsAccumulated other comprehensive lossTreasury stockTotal stockholders' equity
Balance at January 1, 2022$259,457 $857,636 $9,445,245 $(154,052)$(6,218,758)$4,189,528 
Net earnings— — 801,797 — — 801,797 
Dividends paid ($1.505 per share)
— — (216,636)— — (216,636)
Common stock issued for the exercise of share-based awards149 (12,427)— — — (12,278)
Stock-based compensation expense— 24,657 — — — 24,657 
Common stock acquired, including accelerated share repurchase program
— (100,000)— — (485,000)(585,000)
Other comprehensive loss, net of tax— — — (210,642)— (210,642)
Balance at September 30, 2022$259,606 $769,866 $10,030,406 $(364,694)$(6,703,758)$3,991,426 



See Notes to Condensed Consolidated Financial Statements













5
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Nine Months Ended September 30,
 20232022
Operating Activities:  
Net earnings$760,566 $801,797 
Adjustments to reconcile net earnings to cash provided by operating activities:
Depreciation and amortization237,002 230,808 
Stock-based compensation expense25,468 24,657 
Reclassification of foreign currency translation losses to earnings— 5,915 
Other, net(1,160)(35,814)
Cash effect of changes in assets and liabilities:
Accounts receivable, net(64,891)(227,831)
Inventories41,841 (286,437)
Prepaid expenses and other assets1,207 (14,001)
Accounts payable(67,441)121,513 
Accrued compensation and employee benefits(41,063)(62,208)
Accrued expenses and other liabilities(8,342)(19,700)
Accrued and deferred taxes, net(63,192)(71,618)
Net cash provided by operating activities819,995 467,081 
Investing Activities:  
Additions to property, plant and equipment(131,582)(166,039)
Acquisitions, net of cash and cash equivalents acquired(7,166)(229,296)
Proceeds from sale of property, plant and equipment3,430 4,215 
Other(935)(10,941)
Net cash used in investing activities(136,253)(402,061)
Financing Activities:  
Repurchase of common stock, including prepayment under accelerated share repurchase program
— (585,000)
Change in commercial paper and other short-term borrowings, net(528,816)682,928 
Dividends paid to stockholders(212,882)(216,636)
Payments to settle employee tax obligations on exercise of share-based awards(12,334)(12,278)
Other(3,173)(2,593)
Net cash used in financing activities
(757,205)(133,579)
Effect of exchange rate changes on cash and cash equivalents(6,307)(10,943)
Net decrease in cash and cash equivalents, including cash held for sale
(79,770)(79,502)
Cash and cash equivalents at beginning of period380,868 385,504 
Cash and cash equivalents, including cash held for sale, at end of period
$301,098 $306,002 

September 30, 2023September 30, 2022
Cash and cash equivalents
$283,798 $306,002 
Cash and cash equivalents held for sale
17,300 — 
Cash and cash equivalents, including cash held for sale
$301,098 $306,002 
See Notes to Condensed Consolidated Financial Statements
6
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

1. Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim periods and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America ("GAAP") for complete financial statements. These unaudited interim condensed consolidated financial statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes for Dover Corporation ("Dover" or the "Company") for the year ended December 31, 2022, included in the Company's Annual Report on Form 10-K filed with the SEC on February 10, 2023. The year-end condensed consolidated balance sheet was derived from audited financial statements. 

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. The condensed consolidated financial statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair statement of results for these interim periods. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year.

2. Revenue

Revenue from Contracts with Customers

A majority of the Company’s revenue is short cycle in nature with shipments within one year from order. A small portion of the Company’s revenue derives from contracts extending over one year. The Company's payment terms generally range between 30 to 90 days and vary by the location of businesses, the type of products manufactured to be sold and the volume of products sold, among other factors.

Revenue from contracts with customers is disaggregated by segment and geographic location, as they best depict the nature and amount of the Company’s revenue. See Note 16 — Segment Information for further details.

Performance Obligations

Approximately 95% of the Company’s revenue is recognized at a point in time, rather than over time, as the Company completes its performance obligations. Specifically, revenue is recognized when control transfers to the customer, typically upon shipment or completion of installation, testing, certification, or other substantive acceptance provisions required under the contract. Approximately 5% of the Company’s revenue is recognized over time and relates to the sale of equipment or services, including software solutions and services, in which the Company transfers control of a good or service over time and the customer simultaneously receives and consumes the benefits provided by the Company's performance as the Company performs, or the Company's performance creates or enhances an asset the customer controls as the asset is created or enhanced, or the Company's performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for its performance to date plus a reasonable margin.

A majority of the Company's contracts have a single performance obligation which represents, in most cases, the equipment or product being sold to the customer. Some contracts include multiple performance obligations such as a product and the related installation, extended warranty, software and digital solutions, and/or maintenance services. For contracts with multiple performance obligations, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation.

7
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
At September 30, 2023, we estimated that $184,438 in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. The Company expects to recognize approximately 62.6% of the Company's unsatisfied (or partially unsatisfied) performance obligations as revenue through 2024, with the remaining balance to be recognized in 2025 and thereafter.

The Company applied the practical expedient that permits the omission of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed.

Contract Balances

Contract assets primarily relate to the Company's right to consideration for work completed but not billed at the reporting date. Contract liabilities relate to advance consideration received from customers or advance billings for which revenue has not been recognized and are reduced when the associated revenue from the contract is recognized.

The following table provides information about contract assets and contract liabilities from contracts with customers:
 September 30, 2023December 31, 2022December 31, 2021
Contract assets$15,587 $11,074 $11,440 
Contract liabilities - current256,130 256,933 227,549 
Contract liabilities - non-current16,435 19,879 21,513 

The revenue recognized during the nine months ended September 30, 2023 and 2022 that was included in contract liabilities at the beginning of the period amounted to $212,594 and $178,098, respectively.

3. Acquisitions

2023 Acquisitions

During the nine months ended September 30, 2023, the Company completed one acquisition. On August 28, 2023, the Company acquired 100% of the equity interests in the Arc Pacific group ("Arc Pacific"), a leading global supplier of can washers, dry-off, pin and internal bake ovens for the metal packaging industry, for $8,834, net of cash acquired and including contingent consideration. The Arc Pacific acquisition extends the Company's reach into can processing equipment production within the Climate & Sustainability Technologies segment. In connection with this acquisition, the Company recorded goodwill of $529 and intangible assets of $7,670, primarily related to customer intangibles.

On September 29, 2023, the Company entered into a definitive agreement to acquire the business of FW Murphy Production Controls, LLC, a leading provider of control and optimization solutions for the reciprocating compression industry, for approximately $530,000, subject to customary post-closing adjustments. The transaction is subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals, and is expected to close in the fourth quarter of 2023. This acquisition adds complementary offerings within the Pumps & Process Solutions segment.

2022 Acquisitions

During the nine months ended September 30, 2022, the Company acquired two businesses in separate transactions for total consideration of $231,562, net of cash acquired. Of these transactions, one includes additional consideration contingent on achieving certain financial performance targets. These businesses were acquired to complement and expand upon existing operations within the Pumps & Process Solutions segment. The goodwill recorded as a result of these acquisitions represents the economic benefits expected to be derived from product line expansions and operational synergies. The goodwill is non-deductible for U.S. income tax purposes for these acquisitions.

8
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
Malema

On July 1, 2022, the Company acquired 99.7% of the equity interests in Malema Engineering Corporation and its related foreign entities ("Malema"), a designer and manufacturer of flow measurement and control instruments serving customers in the biopharmaceutical, semiconductor and industrial sectors, for $223,462, net of cash acquired and inclusive of the impact of measurement period adjustments discussed below, subject to contingent consideration. During the fourth quarter of 2022, the Company acquired the remaining 0.3% of equity interests in Malema. The Malema acquisition expands the Company's biopharma single-use production offering within the Pumps & Process Solutions segment. The contingent consideration is based upon meeting certain financial performance targets for each twelve-month period over the next two years from March 31, 2022, with a maximum potential payout of $50,000. No value is attributed to the current estimated fair value of contingent earn-out liability, which will be reassessed quarterly during the performance periods. In connection with this acquisition, the Company recorded goodwill of $153,082 and intangible assets of $64,000 for customer intangibles, $16,000 for patents, and $4,000 for trademarks. The fair value for customer intangibles at the acquisition date was determined using the multi-period excess earnings method under the income approach. The fair value measurements of intangible assets are based on significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include discounted future cash flows, customer attrition rates and discount rates. The Company recorded measurement period adjustments primarily related to certain liabilities. These adjustments are based on facts and circumstances that existed, but were not known, as of the acquisition date which resulted in an increase in goodwill of $1,381.

The following presents the allocation of purchase price to the assets acquired and liabilities assumed under the Malema acquisition, based on their estimated fair values at acquisition date:
Total
Current assets, net of cash acquired$8,985 
Property, plant and equipment2,733 
Goodwill153,082 
Intangible assets84,000 
Other assets and deferred charges1,159 
Current liabilities(4,487)
Non-current liabilities(22,010)
Net assets acquired$223,462 

The amounts assigned to goodwill and major intangible asset classifications were as follows:

Amount allocatedUseful life
(in years)
Goodwill - non-deductible$153,082 na
Customer intangibles64,000 15
Patents16,000 10
Trademarks4,000 15
$237,082 

Other acquisition

On May 2, 2022, the Company acquired 100% of the equity interests in AMN DPI ("AMN"), a designer and manufacturer of polymer pelletizing tools, for $8,100, net of cash acquired. The AMN acquisition extends the Company's reach into polymer processing equipment production within the Pumps & Process Solutions segment. In connection with this acquisition, the Company recorded goodwill of $1,903 and intangible assets of $5,625, primarily related to customer intangibles.

9
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
4. Dispositions

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 $680,000 enterprise value, net of estimated selling costs and subject to customary post-closing adjustments. The transaction is expected to close in the first half of 2024, subject to customary closing conditions, including receipt of regulatory approvals. As of September 30, 2023, De-Sta-Co met the criteria to be classified as held for sale. The Company classified De-Sta-Co's assets and liabilities separately as current assets and current liabilities held for sale within the condensed consolidated balance sheets as of September 30, 2023. The Company had no assets or liabilities classified as held for sale as of December 31, 2022.

The following table presents the assets and liabilities associated with the De-Sta-Co business classified as held for sale as of September 30, 2023.
 September 30, 2023
Assets held for sale
 
Cash and cash equivalents
$17,300 
Receivables, net36,653 
Inventories, net45,837 
Property, plant and equipment, net18,390 
Goodwill
58,337 
Other assets held for sale
14,031 
Total assets held for sale
$190,548 
Liabilities held for sale
 
Accounts payable$28,023 
Accrued expenses and deferred revenue
17,140 
Other liabilities held for sale
21,902 
Total liabilities held for sale
$67,065 

The sale does not represent a strategic shift that will have a major effect on the Company's operations and financial results and, therefore, did not qualify for presentation as a discontinued operation.

5. Inventories, net
 September 30, 2023December 31, 2022
Raw materials$725,941 $812,066 
Work in progress231,993 230,865 
Finished goods453,265 458,881 
Subtotal1,411,199 1,501,812 
Less reserves(131,418)(135,204)
Total$1,279,781 $1,366,608 

6. Property, Plant and Equipment, net
 September 30, 2023December 31, 2022
Land$64,015 $62,495 
Buildings and improvements608,205 620,500 
Machinery, equipment and other1,892,241 1,895,502 
Property, plant and equipment, gross2,564,461 2,578,497 
Accumulated depreciation(1,572,304)(1,573,672)
Property, plant and equipment, net$992,157 $1,004,825 

Depreciation expense totaled $40,751 and $36,889 for the three months ended September 30, 2023 and 2022, respectively. For the nine months ended September 30, 2023 and 2022, depreciation expense totaled $118,121 and $111,274, respectively.

10
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
7. Credit Losses

The Company is exposed to credit losses primarily through sales of products and services. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on the aging of the accounts receivable balances and other historical and forward-looking information on the financial condition of customers. Balances are written off when determined to be uncollectible.

The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected.
20232022
Balance at January 1$39,399 $40,126 
Provision for expected credit losses, net of recoveries744 2,791 
Amounts written off charged against the allowance(4,860)(3,320)
Other, including foreign currency translation(1,323)(3,202)
Balance at September 30$33,960 $36,395 

8. Goodwill and Other Intangible Assets

The changes in the carrying value of goodwill by reportable operating segments were as follows:
 Engineered ProductsClean Energy & FuelingImaging & IdentificationPumps & Process SolutionsClimate & Sustainability TechnologiesTotal
Balance at January 1, 2023$712,542 $1,391,418 $1,078,259 $979,535 $507,740 $4,669,494 
Acquisitions— — — — 529 529 
Measurement period adjustments— — — (5,103)— (5,103)
Held for sale
(58,337)— — — — (58,337)
Foreign currency translation299 1,607 (1,253)(88)(25)540 
Balance at September 30, 2023$654,504 $1,393,025 $1,077,006 $974,344 $508,244 $4,607,123 

During the nine months ended September 30, 2023, the Company recognized additions of $529 to goodwill as a result of the acquisition discussed in Note 3 — Acquisitions. During the nine months ended September 30, 2023, the Company recorded measurement period adjustments that decreased goodwill by $5,103, principally related to working capital adjustments for 2022 acquisitions within the Pumps & Process Solutions segment. As noted in Note 4 — Dispositions, the Company classified De-Sta-Co's assets and liabilities as held for sale as of September 30, 2023. As a result, the Engineered Products segment goodwill balance was reduced by $58,337.

11
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The Company’s definite-lived and indefinite-lived intangible assets by major asset class were as follows:
September 30, 2023December 31, 2022
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying Amount
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying Amount
Amortized intangible assets:
Customer intangibles$1,861,661 $1,050,837 $810,824 $1,881,402 $996,947 $884,455 
Trademarks261,265 141,236 120,029 265,466 132,791 132,675 
Patents204,897 139,345 65,552 219,199 146,337 72,862 
Unpatented technologies262,966 151,930 111,036 257,428 137,750 119,678 
Distributor relationships79,894 60,807 19,087 79,622 57,299 22,323 
Other22,103 9,542 12,561 46,880 41,682 5,198 
Total2,692,786 1,553,697 1,139,089 2,749,997 1,512,806 1,237,191 
Unamortized intangible assets:
Trademarks96,554 — 96,554 96,544 — 96,544 
Total intangible assets, net$2,789,340 $1,553,697 $1,235,643 $2,846,541 $1,512,806 $1,333,735 

For the three months ended September 30, 2023 and 2022, amortization expense was $39,564 and $39,625, respectively. For the nine months ended September 30, 2023 and 2022, amortization expense was $118,881 and $119,534, respectively. Amortization expense is primarily comprised of acquisition-related intangible amortization. During the nine months ended September 30, 2023, the Company acquired certain intellectual property assets through an immaterial asset acquisition. These assets were classified as unpatented technologies and included in the Imaging & Identification segment.

9. Restructuring Activities

The Company's restructuring charges by segment were as follows:
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Engineered Products$1,472 $2,027 $5,949 $3,008 
Clean Energy & Fueling(37)3,063 15,954 4,682 
Imaging & Identification233 516 1,437 2,051 
Pumps & Process Solutions1,637 552 6,266 2,713 
Climate & Sustainability Technologies1,138 (85)2,585 5,790 
Corporate476 1,242 1,603 1,537 
Total$4,919 $7,315 $33,794 $19,781 
These amounts are classified in the condensed consolidated statements of earnings as follows:
Cost of goods and services$1,198 $2,082 $10,353 $3,326 
Selling, general and administrative expenses3,721 5,233 23,441 16,455 
Total$4,919 $7,315 $33,794 $19,781 

The restructuring expenses of $4,919 incurred during the three months ended September 30, 2023 were primarily related to headcount reductions and exit costs in the Pumps & Process Solutions, Engineered Products and Climate & Sustainability Technologies segments. The restructuring expenses of $33,794 incurred during the nine months ended September 30, 2023 were primarily related to headcount reductions and exit costs in the Clean Energy & Fueling, Pumps & Process Solutions, and Engineered Product segments. These restructuring programs were initiated in 2022 and 2023 and were undertaken in light of current market conditions. The Company will continue to make proactive adjustments to its cost structure through restructuring and other programs to align with current demand trends.

12
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The Company’s severance and exit accrual activities were as follows:
 SeveranceExitTotal
Balance at January 1, 2023$12,007 $2,503 $14,510 
Restructuring charges25,461 8,333 33,794 
Payments(22,386)(7,008)(29,394)
Other, including foreign currency translation(60)(1,260)(1,320)
Balance at September 30, 2023$15,022 $2,568 $17,590 

10. Borrowings

Borrowings consist of the following:
 September 30, 2023December 31, 2022
Short-term
Commercial paper$206,300 $734,936 
Other656 836 
Short-term borrowings$206,956 $735,772 

During the nine months ended September 30, 2023, commercial paper borrowings decreased $528,636. The borrowings outstanding under the commercial paper program had a weighted average annual interest rate of 5.44% and 4.61% as of September 30, 2023 and December 31, 2022, respectively.

 
Carrying amount (1)
PrincipalSeptember 30, 2023December 31, 2022
Long-term
3.15% 10-year notes due November 15, 2025
$400,000 $398,568 $398,063 
1.25% 10-year notes due November 9, 2026 (euro-denominated)
€600,000 632,218 631,522 
0.750% 8-year notes due November 4, 2027 (euro-denominated)
€500,000 526,189 525,654 
6.65% 30-year debentures due June 1, 2028
$200,000 199,531 199,456 
2.950% 10-year notes due November 4, 2029
$300,000 297,692 297,408 
5.375% 30-year debentures due October 15, 2035
$300,000 296,996 296,808 
6.60% 30-year notes due March 15, 2038
$250,000 248,364 248,279 
5.375% 30-year notes due March 1, 2041
$350,000 345,189 344,982 
Other— 341 
Total long-term debt$2,944,747 $2,942,513 
(1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discounts were $11.3 million and $12.7 million as of September 30, 2023 and December 31, 2022, respectively. Total deferred debt issuance costs were $9.4 million and $10.7 million as of September 30, 2023 and December 31, 2022, respectively.

The discounts are being amortized to interest expense using the effective interest method over the life of the issuances. The deferred issuance costs are amortized on a straight-line basis over the life of the debt, as this approximates the effective interest method.

13
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
On April 6, 2023, the Company entered into new $1.0 billion five-year and $500.0 million 364-day unsecured revolving credit facilities ("Credit Agreements") with a syndicate of banks. The new five-year credit facility replaced the previous $1 billion five-year unsecured revolving credit facility, which was set to expire on October 4, 2024 and was terminated by the Company upon execution of the new five-year credit facility. The lenders' commitments under the five-year and 364-day Credit Agreements will terminate and the loans under the Credit Agreements will mature on April 6, 2028 and April 4, 2024, respectively. The Company may elect to extend the maturity date of any loans under the 364-day credit facility until April 4, 2025, subject to conditions specified therein. The Credit Agreements are designated as a liquidity back-stop for the Company's commercial paper program, which was upsized from $1.0 billion to $1.5 billion during the second quarter of 2023, and also are available for general corporate purposes. At the Company's election, loans under the Credit Agreements will bear interest at a base rate plus an applicable margin. The Credit Agreements require the Company to pay facility fees and impose various restrictions on the Company such as, among other things, a requirement to maintain a minimum interest coverage ratio of consolidated EBITDA to consolidated net interest expense of not less than 3.0 to 1. As of September 30, 2023 and December 31, 2022, there were no outstanding borrowings under the new Credit Agreements or the previous five-year credit facility.

The Company was in compliance with all covenants in the Credit Agreements and other long-term debt covenants at September 30, 2023 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of 13.8 to 1.

Letters of Credit and other Guarantees

As of September 30, 2023, the Company had approximately $182.5 million outstanding in letters of credit, surety bonds, and performance and other guarantees which primarily expire on various dates through 2031. These letters of credit and bonds are primarily issued as security for insurance, warranty and other performance obligations. In general, we would only be liable for the amount of these guarantees in the event of default in the performance of our obligations, the probability of which is believed to be remote.

11. Financial Instruments

Derivatives

The Company is exposed to market risk for changes in foreign currency exchange rates due to the global nature of its operations and certain commodity risks. In order to manage these risks, the Company has hedged portions of its forecasted sales and purchases which occur within the next twelve months that are denominated in non-functional currencies, with currency forward contracts designated as cash flow hedges. At September 30, 2023 and December 31, 2022, the Company had contracts with total notional amounts of $174,906 and $184,565, respectively, to exchange currencies, principally euro, pound sterling, Swedish krona, Canadian dollar, Chinese yuan, and Swiss franc. The Company believes it is probable that all forecasted cash flow transactions will occur.

In addition, the Company had outstanding contracts with a total notional amount of $110,002 and $102,509 as of September 30, 2023 and December 31, 2022, respectively, that are not designated as hedging instruments. These instruments are used to reduce the Company's exposure for operating receivables and payables that are denominated in non-functional currencies. Gains and losses on these contracts are recorded in other income, net in the condensed consolidated statements of earnings.

The following table sets forth the fair values of derivative instruments held by the Company as of September 30, 2023 and December 31, 2022 and the balance sheet lines in which they are recorded:
Fair Value Asset (Liability)
September 30, 2023December 31, 2022Balance Sheet Caption
Foreign currency forward$1,980 $944 Prepaid and other current assets
Foreign currency forward(931)(2,760)Other accrued expenses

14
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
For a cash flow hedge, the change in estimated fair value of a hedging instrument is recorded in accumulated other comprehensive earnings (loss) as a separate component of the condensed consolidated statements of stockholders' equity and is reclassified into revenues, cost of goods and services, or selling, general and administrative expenses in the condensed consolidated statements of earnings during the period in which the hedged transaction is settled. The amount of gains or losses from hedging activity recorded in earnings is not significant, and the amount of unrealized gains and losses from cash flow hedges that are expected to be reclassified to earnings in the next twelve months is not significant; therefore, additional tabular disclosures are not presented. There are no amounts excluded from the assessment of hedge effectiveness, and the Company's derivative instruments that are subject to credit risk contingent features were not significant.

The Company is exposed to credit loss in the event of nonperformance by counterparties to the financial instrument contracts held by the Company; however, nonperformance by these counterparties is considered unlikely as the Company’s policy is to contract with highly-rated, diversified counterparties.

The Company has designated the €600,000 and €500,000 of euro-denominated notes issued November 9, 2016 and November 4, 2019, respectively, as hedges of a portion of its net investment in euro-denominated operations. Changes in the value of the euro-denominated debt are recognized in foreign currency translation adjustments within other comprehensive earnings (loss) of the condensed consolidated statements of comprehensive earnings to offset changes in the value of the net investment in euro-denominated operations. Changes in the value of the euro-denominated debt resulting from exchange rate differences are offset by changes in the net investment due to the high degree of effectiveness between the hedging instruments and the exposure being hedged.

Amounts recognized in other comprehensive earnings for the gains (losses) on net investment hedges were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Gain on euro-denominated debt
$32,773 $94,731 $262 $179,221 
Tax expense
(7,274)(21,020)(58)(39,990)
Net gain on net investment hedges, net of tax
$25,499 $73,711 $204 $139,231 

Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities.

Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022:
September 30, 2023December 31, 2022
Level 2Level 2
Assets:
Foreign currency cash flow hedges$1,980 $944 
Liabilities:
Foreign currency cash flow hedges931 2,760 

15
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The derivative contracts are measured at fair value using models based on observable market inputs such as foreign currency exchange rates and interest rates; therefore, they are classified within Level 2 of the fair value hierarchy.

In addition to fair value disclosure requirements related to financial instruments carried at fair value, accounting standards require disclosures regarding the fair value of all of the Company's financial instruments.

The estimated fair value of long-term debt at September 30, 2023 and December 31, 2022, was $2,761,155 and $2,786,862, respectively. The estimated fair value of long-term debt is based on quoted market prices for similar instruments and is, therefore, classified as Level 2 within the fair value hierarchy.

The carrying values of cash and cash equivalents, trade receivables, accounts payable and short-term borrowings approximate their fair values as of September 30, 2023 and December 31, 2022 due to the short-term nature of these instruments.

12. Income Taxes

The effective tax rates for the three months ended September 30, 2023 and 2022 were 18.3% and 19.0%, respectively. The decrease in the effective tax rate for the three months ended September 30, 2023 relative to the prior year comparable period was primarily due to favorable audit resolutions.

The effective tax rates for the nine months ended September 30, 2023 and 2022 were 19.2% and 16.8%, respectively. The increase in the effective tax rate for the nine months ended September 30, 2023 relative to the prior year comparable period was primarily driven by favorable audit resolutions in 2022, including $22,579 related to the Tax Cuts and Jobs Act.

Dover and its subsidiaries file tax returns in the U.S., including various state and local returns, and in other foreign jurisdictions. We believe adequate provision has been made for all income tax uncertainties. The Company is routinely audited by taxing authorities in its filing jurisdictions, and a number of these audits are currently underway. The Company believes that within the next twelve months uncertain tax positions may be resolved and statutes of limitations will expire, which could result in a decrease in the gross amount of unrecognized tax benefits of approximately $0 to $4,007.

The Company believes there is a reasonable possibility that sufficient positive evidence may become available to reach a conclusion that the valuation allowance on certain deferred tax assets will no longer be needed. Releasing the valuation allowance, or a portion thereof, would result in the recognition of previously unrecognized deferred tax assets and a decrease to income tax expense in the period the release is recorded. The exact timing and amount of the valuation allowance release are subject to change.

13. Equity Incentive Program

The Company typically makes its annual grants of equity awards pursuant to actions taken by the Compensation Committee of the Board of Directors at its regularly scheduled first quarter meeting. During the nine months ended September 30, 2023, the Company issued stock-settled appreciation rights ("SARs") covering 359,715 shares, performance share awards ("PSAs") of 43,656 and restricted stock units ("RSUs") of 88,121. During the nine months ended September 30, 2022, the Company issued SARs covering 335,285 shares, PSAs of 40,087 and RSUs of 79,556.

The Company uses the Black-Scholes option pricing model to determine the fair value of each SAR on the date of grant. Expected volatilities are based on Dover's stock price history, including implied volatilities from traded options on Dover stock. The Company uses historical data to estimate SAR exercise and employee termination patterns within the valuation model. The expected life of SARs granted is derived from the output of the option valuation model and represents the average period of time that SARs granted are expected to be outstanding. The interest rate for periods within the contractual life of the awards is based on the U.S. Treasury yield curve in effect at the time of grant.

16
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The assumptions used in determining the fair value of the SARs awarded during the respective periods were as follows:
SARs
 20232022
Risk-free interest rate3.91 %1.86 %
Dividend yield1.32 %1.25 %
Expected life (years)5.45.4
Volatility30.65 %29.46 %
Grant price
$153.25$160.21
Fair value per share at date of grant
$47.27$42.07

The PSAs granted in 2023 and 2022 are market condition awards as attainment is based on Dover's performance relative to its peer group (companies listed under the S&P 500 Industrials sector) for the relevant performance period. The performance period and vesting period for these awards is three years. These awards were valued on the date of grant using the Monte Carlo simulation model (a binomial lattice-based valuation model) and are generally recognized ratably over the vesting period, and the fair value is not subject to change based on future market conditions. The assumptions used in determining the fair value of the PSAs granted in the respective periods were as follows:
PSAs
20232022
Risk-free interest rate4.28 %1.68 %
Dividend yield1.32 %1.25 %
Expected life (years)2.92.9
Volatility27.30 %31.10 %
Grant price$153.25$160.21
Fair value per share at date of grant$249.48$196.40

The Company also has granted RSUs, and the fair value of these awards was determined using Dover's closing stock price on the date of grant, which was $153.25 and $160.21 for RSUs granted in 2023 and 2022, respectively.

Stock-based compensation is reported within selling, general and administrative expenses in the condensed consolidated statements of earnings. The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans:
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Pre-tax stock-based compensation expense$6,745 $6,326 $25,468 $24,657 
Tax benefit(715)(591)(2,666)(2,437)
Total stock-based compensation expense, net of tax$6,030 $5,735 $22,802 $22,220 

14. Commitments and Contingent Liabilities

Litigation

A few of the Company’s subsidiaries are involved in legal proceedings relating to the cleanup of waste disposal sites identified under federal and state statutes which provide for the allocation of such costs among "potentially responsible parties." In each instance, the extent of the Company’s liability appears to be relatively insignificant in relation to the total projected expenditures and the number of other "potentially responsible parties" involved and is anticipated to be immaterial to the Company. In addition, a few of the Company’s subsidiaries are involved in ongoing remedial activities at certain current and former plant sites, in cooperation with regulatory agencies, and appropriate estimated liabilities have been established. At September 30, 2023 and December 31, 2022, these estimated liabilities for environmental and other matters, including private party claims for exposure to hazardous substances that are probable and estimable, were not significant.

The Company and some of its subsidiaries are also parties to a number of other legal proceedings incidental to their businesses. These proceedings primarily involve claims by private parties alleging injury arising out of use of the Company’s products,
17
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
patent infringement, employment matters and commercial disputes. Management and legal counsel, at least quarterly, review the probable outcome of such proceedings, the costs and expenses reasonably expected to be incurred and currently accrued to-date and consider the availability and extent of insurance coverage. The Company has estimated liabilities for these other legal matters that are probable and estimable, and at September 30, 2023 and December 31, 2022, these estimated liabilities were immaterial. While it is not possible at this time to predict the outcome of these legal actions, in the opinion of management, based on the aforementioned reviews, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, could have a material effect on its financial position, results of operations, or cash flows.

Warranty Accruals

Estimated warranty program claims are provided for at the time of sale of the Company's products. Amounts provided for are based on historical costs and adjusted for new claims and are included within other accrued expenses and other liabilities in the condensed consolidated balance sheets. The changes in the carrying amount of product warranties through September 30, 2023 and 2022, were as follows:
 20232022
Balance at January 1$48,449 $48,568 
Provision for warranties47,972 46,096 
Settlements made(46,440)(46,135)
Other adjustments, including acquisitions and currency translation(332)(2,233)
Balance at September 30$49,649 $46,296 

15. Other Comprehensive Earnings

Amounts reclassified from accumulated other comprehensive loss to earnings during the three and nine months ended September 30, 2023 and 2022 were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Foreign currency translation:
Reclassification of foreign currency translation losses to earnings for the substantial liquidation of businesses$— $— $— $5,915 
Tax benefit— — — — 
Net of tax$— $— $— $5,915 
Pension plans:
Amortization of actuarial (gain) loss $(632)$474 $(1,912)$1,494 
Amortization of prior service costs279 271 851 813 
Total before tax(353)745 (1,061)2,307 
Tax provision (benefit)82 (195)247 (605)
Net of tax$(271)$550 $(814)$1,702 
Cash flow hedges:
Net loss (gain) reclassified into earnings$450 $(1,661)$2,568 $(5,035)
Tax (benefit) provision (81)371 (501)1,124 
Net of tax$369 $(1,290)$2,067 $(3,911)

Foreign currency translation losses were recognized in selling, general and administrative expenses within the condensed consolidated statement of earnings as a result of the substantial liquidation of certain businesses.

The Company recognizes the amortization of net actuarial gains and losses and prior service costs in other income, net within the condensed consolidated statements of earnings.

Cash flow hedges consist mainly of foreign currency forward contracts. The Company recognizes the realized gains and losses on its cash flow hedges in the same line item as the hedged transaction, such as revenue, cost of goods and services, or selling, general and administrative expenses.

18
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
16. Segment Information

The Company categorizes its operating companies into five reportable segments as follows:

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

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

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

•Pumps & Process Solutions segment manufactures specialty pumps and flow meters, highly engineered precision components 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 gas, thermal management applications and other end-markets.

•Climate & Sustainability Technologies segment is a provider of innovative and energy-efficient equipment, components and parts for the commercial refrigeration, heating and cooling and beverage can-making equipment markets.

Management uses segment earnings to evaluate segment performance and allocate resources. Segment earnings is defined as earnings before purchase accounting expenses, restructuring and other costs (benefits), loss (gain) on dispositions, corporate expenses/other, interest expense, interest income and provision for income taxes.


19
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
Segment financial information and a reconciliation of segment results to consolidated results were as follows:
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Revenue:  
Engineered Products$504,271 $516,501 $1,475,507 $1,518,584 
Clean Energy & Fueling466,959 464,022 1,338,854 1,416,492 
Imaging & Identification276,179 282,371 831,202 830,577 
Pumps & Process Solutions431,373 433,558 1,310,880 1,309,880 
Climate & Sustainability Technologies475,911 462,671 1,380,237 1,295,913 
Intersegment eliminations(1,425)(832)(