Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND

FINANCIAL STATEMENT SCHEDULE

Page
51			Management's Report on Internal Control Over Financial Reporting
52			Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
54			Consolidated Statements of Earnings
55			Consolidated Statements of Comprehensive Earnings
56			Consolidated Balance Sheets
57			Consolidated Statements of Stockholders' Equity
58			Consolidated Statements of Cash Flows
59			Notes to Consolidated Financial Statements
59			Note 1 - Description of Business and Summary of Significant Accounting Policies
64			Note 2 - Revenue
66			Note 3 - Acquisitions
73			Note 4 - Dispositions
74			Note 5 - Inventories, net
74			Note 6 - Property, Plant and Equipment, net
74			Note 7 - Leases
76			Note 8 - Credit Losses
77			Note 9 - Goodwill and Other Intangible Assets
78			Note 10 - Other Accrued Expenses and Other Liabilities
79			Note 11 - Restructuring Activities
80			Note 12 - Borrowings
81			Note 13 - Financial Instruments
83			Note 14 - Income Taxes
86			Note 15 - Equity and Cash Incentive Program
89			Note 16 - Commitments and Contingent Liabilities
89			Note 17 - Employee Benefit Plans
95			Note 18 - Accumulated Other Comprehensive Earnings (Loss)
96			Note 19 - Segment Information
99			Note 20 - Earnings per Share
99			Note 21 - Stockholders' Equity
100			Note 22 - Subsequent Events
100			Financial Statement Schedule - Schedule II, Valuation and Qualifying Accounts

(All other schedules are not required and have been omitted)

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2023. In making this assessment, the Company's management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on its assessment under the criteria set forth in Internal Control — Integrated Framework (2013), management concluded that, as of December 31, 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, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Dover Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Dover Corporation and its subsidiaries (the "Company") as of December 31, 2023 and 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, 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, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Test

As described in Notes 1 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was $4.882 billion as of December 31, 2023. Management performs a goodwill impairment test annually in the fourth quarter, or more frequently if events or circumstances indicate that goodwill may be impaired, when some portion but not all of a reporting unit is disposed of or classified as assets held for sale, or when a change in the composition of reporting units occurs for other reasons. The quantitative test compares the fair value of a reporting unit with its carrying amount, including goodwill. Management uses an income-based valuation method, determining the present value of estimated future cash flows, to estimate the fair value of a reporting unit. 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.

The principal considerations for our determination that performing procedures relating to the goodwill impairment test is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting units and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumption related to forecasted revenue growth rates for certain reporting units.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment test, including controls over the valuation of the reporting units. 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.

/s/			PricewaterhouseCoopers LLP
Chicago, Illinois
February 9, 2024

We have served as the Company's auditor since 1995.

DOVER CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

			Years Ended December 31,
			2023						2022						2021
Revenue			$	8,438,134					$	8,508,088					$	7,907,081
Cost of goods and services			5,353,501						5,444,532						4,937,295
Gross profit			3,084,633						3,063,556						2,969,786
Selling, general and administrative expenses			1,718,290						1,684,226						1,688,278
Operating earnings			1,366,343						1,379,330						1,281,508
Interest expense			131,305						116,456						106,319
Interest income			(13,496)						(4,430)						(4,441)
Gain on dispositions			—						—						(206,338)
Other income, net			(21,472)						(20,201)						(14,858)
Earnings before provision for income taxes			1,270,006						1,287,505						1,400,826
Provision for income taxes			213,178						222,129						277,008
Net earnings			$	1,056,828					$	1,065,376					$	1,123,818
Net earnings per share:
Basic			$	7.56					$	7.47					$	7.81
Diluted			$	7.52					$	7.42					$	7.74
Weighted average shares outstanding:
Basic			139,848						142,681						143,923
Diluted			140,599						143,595						145,273

See Notes to Consolidated Financial Statements

DOVER CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In thousands)

			Years Ended December 31,
			2023						2022						2021
Net earnings			$	1,056,828					$	1,065,376					$	1,123,818
Other comprehensive earnings (loss), net of tax
Foreign currency translation adjustments:
Foreign currency translation gains (losses)			38,893						(119,010)						(39,819)
Reclassification of foreign currency translation losses to earnings			—						5,915						—
Total foreign currency translation adjustments (net of $10,438, $(17,824) and $(20,976) tax benefit (provision), respectively)			38,893						(113,095)						(39,819)
Pension and other post-retirement benefit plans:
Actuarial (losses) gains			(14,820)						(2,658)						26,960
Prior service (costs) credit			(53)						1,370						(1,433)
Amortization of actuarial (gains) losses included in net periodic pension cost			(1,982)						1,903						9,451
Amortization of prior service costs included in net periodic pension cost			852						888						1,023
Settlement and curtailment impact			2,831						3,688						1,167
Total pension and other post-retirement benefit plans (net of $3,569, $(2,230) and $(9,868) tax benefit (provision), respectively)			(13,172)						5,191						37,168
Changes in fair value of cash flow hedges:
Unrealized net gains (losses) arising during period			682						(535)						6,724
Net losses (gains) reclassified into earnings			1,954						(3,732)						(4,871)
Total cash flow hedges (net of $(778), $1,217 and $(532) tax (provision) benefit, respectively)			2,636						(4,267)						1,853
Other comprehensive earnings (loss), net of tax			28,357						(112,171)						(798)
Comprehensive earnings			$	1,085,185					$	953,205					$	1,123,020

See Notes to Consolidated Financial Statements

DOVER CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

			December 31, 2023						December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents			$	398,561					$	380,868
Receivables, net			1,432,040						1,516,871
Inventories, net			1,225,452						1,366,608
Prepaid and other current assets			141,538						159,118
Assets held for sale			192,644						—
Total current assets			3,390,235						3,423,465
Property, plant and equipment, net			1,031,816						1,004,825
Goodwill			4,881,687						4,669,494
Intangible assets, net			1,483,913						1,333,735
Other assets and deferred charges			560,862						465,000
Total assets			$	11,348,513					$	10,896,519
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings			$	468,282					$	735,772
Accounts payable			958,542						1,068,144
Accrued compensation and employee benefits			272,507						269,785
Deferred revenue			211,292						256,933
Accrued insurance			86,174						92,876
Other accrued expenses			315,527						318,337
Federal and other income taxes			36,878						31,427
Liabilities held for sale			64,568						—
Total current liabilities			2,413,770						2,773,274
Long-term debt			2,991,759						2,942,513
Deferred income taxes			346,383						375,150
Noncurrent income tax payable			28,024						44,313
Other liabilities			461,972						474,903
Stockholders' equity:
Preferred stock - $100 par value; 100,000 shares authorized; none issued			—						—
Common stock - $1 par value; 500,000,000 shares authorized; 259,841,534 and 259,643,756 shares issued at December 31, 2023 and 2022			259,842						259,644
Additional paid-in capital			886,690						867,560
Retained earnings			10,995,624						10,223,070
Accumulated other comprehensive loss			(237,866)						(266,223)
Treasury stock, at cost: 119,945,271 and 119,945,271 shares at December 31, 2023 and 2022			(6,797,685)						(6,797,685)
Total stockholders' equity			5,106,605						4,286,366
Total liabilities and stockholders' equity			$	11,348,513					$	10,896,519

See Notes to Consolidated Financial Statements

DOVER CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except per share data)

			Common Stock $1 Par Value						Additional Paid-In Capital						Retained Earnings						Accumulated Other Comprehensive Earnings (Loss)						Treasury Stock						Total Stockholders' Equity
Balance at December 31, 2020			$	258,982					$	868,882					$	8,608,284					$	(153,254)					$	(6,197,121)					$	3,385,773
Net earnings			—						—						1,123,818						—						—						1,123,818
Dividends paid ($1.99 per share)			—						—						(286,896)						—						—						(286,896)
Common stock issued for the exercise of share-based awards			475						(42,399)						—						—						—						(41,924)
Stock-based compensation expense			—						31,111						—						—						—						31,111
Common stock acquired			—						—						—						—						(21,637)						(21,637)
Other comprehensive loss, net of tax			—						—						—						(798)						—						(798)
Other			—						42						39						—						—						81
Balance at December 31, 2021			259,457						857,636						9,445,245						(154,052)						(6,218,758)						4,189,528
Net earnings			—						—						1,065,376						—						—						1,065,376
Dividends paid ($2.01 per share)			—						—						(287,551)						—						—						(287,551)
Common stock issued for the exercise of share-based awards			187						(14,824)						—						—						—						(14,637)
Stock-based compensation expense			—						30,821						—						—						—						30,821
Common stock acquired, including accelerated share repurchase program			—						(6,073)						—						—						(578,927)						(585,000)
Other comprehensive loss, net of tax			—						—						—						(112,171)						—						(112,171)
Balance at December 31, 2022			259,644						867,560						10,223,070						(266,223)						(6,797,685)						4,286,366
Net earnings			—						—						1,056,828						—						—						1,056,828
Dividends paid ($2.03 per share)			—						—						(284,297)						—						—						(284,297)
Common stock issued for the exercise of share-based awards			198						(12,335)						—						—						—						(12,137)
Stock-based compensation expense			—						31,465						—						—						—						31,465
Other comprehensive earnings, net of tax			—						—						—						28,357						—						28,357
Other			—						—						23						—						—						23
Balance at December 31, 2023			$	259,842					$	886,690					$	10,995,624					$	(237,866)					$	(6,797,685)					$	5,106,605

See Notes to Consolidated Financial Statements

DOVER CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

			Years Ended December 31,
			2023						2022						2021
Operating Activities:
Net earnings			$	1,056,828					$	1,065,376					$	1,123,818
Adjustments to reconcile net earnings to cash provided by operating activities:
Depreciation and amortization			317,463						307,538						290,123
Stock-based compensation			31,465						30,821						31,111
Gain on dispositions			—						—						(206,338)
Provision for losses on accounts receivable (net of recoveries)			2,881						5,552						5,053
Deferred income taxes			(99,286)						(28,138)						(48,322)
Employee benefit plan expense			5,679						3,096						11,897
Other, net			(12,385)						(18,218)						(7,368)
Cash effect of changes in assets and liabilities (excluding effects of acquisitions, dispositions and foreign exchange):
Accounts receivable			86,501						(209,021)						(201,540)
Inventories			145,451						(199,033)						(297,623)
Prepaid expenses and other assets			10,158						(3,494)						(14,303)
Accounts payable			(104,576)						15,422						229,334
Accrued compensation and employee benefits			4,222						(34,803)						65,482
Accrued expenses and other liabilities			(75,160)						(54,067)						60,734
Accrued taxes			(16,798)						(62,417)						88,190
Contributions to employee benefit plans			(16,098)						(12,890)						(14,383)
Net cash provided by operating activities			1,336,345						805,724						1,115,865
Investing Activities:
Additions to property, plant and equipment			(192,592)						(220,962)						(171,465)
Acquisitions, net of cash and cash equivalents acquired			(533,623)						(312,855)						(1,112,075)
Proceeds from sale of property, plant and equipment			4,234						6,061						7,070
Proceeds from dispositions			—						—						274,982
Other			(4,649)						(13,168)						8,735
Net cash used in investing activities			(726,630)						(540,924)						(992,753)
Financing Activities:
Change in commercial paper and other short-term borrowings, net			(267,490)						629,891						105,000
Dividends paid to stockholders			(284,297)						(287,551)						(286,896)
Repurchase of common stock, including payment under accelerated share repurchase program			—						(585,000)						(21,637)
Payments to settle employee tax obligations on exercise of share-based awards			(12,137)						(14,637)						(41,924)
Other			(4,132)						(2,968)						(4,423)
Net cash used in financing activities			(568,056)						(260,265)						(249,880)
Effect of exchange rate changes on cash and cash equivalents			(6,666)						(9,171)						(803)
Net increase (decrease) in cash and cash equivalents, including cash held for sale			34,993						(4,636)						(127,571)
Cash and cash equivalents at beginning of year			380,868						385,504						513,075
Cash and cash equivalents, including cash held for sale, at end of year			$	415,861					$	380,868					$	385,504
Supplemental information - cash paid during the year for:
Income taxes			$	332,192					$	354,468					$	233,631
Interest			126,704						112,469						102,139

			Years Ended December 31,
			2023						2022						2021
Cash and cash equivalents			$	398,561					$	380,868					$	385,504
Cash and cash equivalents held for sale			17,300						—						—
Cash and cash equivalents, including cash held for sale			$	415,861					$	380,868					$	385,504

See Notes to Consolidated Financial Statements

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Dover Corporation ("Dover" or "Company") is a diversified global manufacturer and solutions provider delivering innovative equipment and components, consumable supplies, aftermarket parts, software and digital solutions and support services. The Company's businesses are based primarily in the United States and Europe with manufacturing and other operations throughout the world. The Company operates through five business segments that are structured around similar business models, go-to market strategies and manufacturing practices: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions and Climate & Sustainability Technologies. For additional information on the Company's segments, see Note 19 — Segment Information.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The results of operations of acquired businesses are included from the dates of acquisitions.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying disclosures. These estimates may be adjusted due to changes in future economic, industry, or customer financial conditions, as well as changes in technology or demand. Estimates are used for, but not limited to, allowances for doubtful accounts receivable, net realizable value of inventories, restructuring reserves, warranty reserves, pension and post-retirement plans, stock-based compensation, useful lives for depreciation and amortization of long-lived assets including finite-lived intangibles, future cash flows associated with impairment testing for goodwill, indefinite-lived intangible assets and other long-lived assets, deferred tax assets, unrecognized tax benefits and contingencies. Actual results may ultimately differ from these estimates, although management does not believe such differences would materially affect the consolidated financial statements in any individual year. Estimates and assumptions are periodically reviewed and the effects of changes in these estimates and assumptions are reflected in the Consolidated Financial Statements in the period that they are determined.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, demand deposits and short-term investments, which are highly liquid in nature and have original maturities at the time of purchase of three months or less. The carrying value of cash and cash equivalents approximates fair value.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recorded at face amounts less an allowance for credit losses. The allowance is an estimate based on historical collection experience, current and future economic and market conditions and a review of the current status of each customer's trade accounts receivable. Management evaluates the aging of the accounts receivable balances and the financial condition of its customers and all other forward-looking information that is reasonably available to estimate the amount of accounts receivable that may not be collected in the future and records the appropriate provision. See Note 8 — Credit Losses for additional information.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Inventories

Inventories are stated at the lower of cost, determined on the first-in, first-out ("FIFO") basis, or net realizable value. 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.

Property, Plant and Equipment

Property, plant and equipment includes the historical cost of land, buildings, machinery and equipment, purchased and internally developed software, finance lease assets and significant improvements to existing plant and equipment or, in the case of acquisitions, the fair value of acquired assets. Expenditures for maintenance, repairs and minor renewals are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the gain or loss realized on disposition is reflected in earnings. The Company depreciates its assets on a straight-line basis over their estimated useful lives as follows: buildings and improvements 5 to 31.5 years; machinery and equipment 3 to 15 years; furniture and fixtures 3 to 7 years; vehicles 3 to 7 years; and software 3 to 10 years.

Derivative Financial Instruments

The Company uses derivative financial instruments to hedge its exposures to various risks, including foreign currency exchange rate risk. The Company does not enter into derivative financial instruments for speculative purposes and does not have a material portfolio of derivative financial instruments. Derivative financial instruments used for hedging purposes must be designated and effective as a hedge of the identified risk exposure at inception of the contract. The Company recognizes all derivatives as either assets or liabilities on the consolidated balance sheet and measures those instruments at fair value. For derivatives designated as hedges of the fair value of assets or liabilities, the changes in fair value of both the derivatives and of the hedged items are recorded in current earnings. For derivatives designated as cash flow hedges, the change in the fair value of the derivatives is recorded as a component of other comprehensive earnings and subsequently recognized in net earnings when the hedged items impact earnings.

Goodwill and Other Intangible Assets

Goodwill represents the excess of purchase price over the fair value of net assets acquired. Goodwill and certain other intangible assets deemed to have indefinite lives (primarily trademarks) are not amortized. For goodwill, impairment tests are required at least annually, or more frequently if events or circumstances indicate that it may be impaired, when some portion but not all of a reporting unit is disposed of or classified as assets held for sale, or when a change in the composition of reporting units occurs for other reasons, such as a change in segments. Based on its current organizational structure, the Company identified reporting units for which cash flows are determinable and to which goodwill was allocated.

The Company performs its goodwill impairment test annually in the fourth quarter. A quantitative test is used to determine existence of goodwill impairment and the amount of the impairment loss at the reporting unit level. The quantitative test compares the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses an income-based valuation method, determining the present value of estimated future cash flows, to estimate the fair value of a reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Factors used in the impairment analysis require significant judgment, and actual results may differ from assumed and estimated amounts. The Company uses its own market assumptions including internal projections of future cash flows, discount rates and other assumptions considered reasonable

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

in the analysis and reflective of market participant assumptions. These forecasts are based on historical performance and future estimated results. The discount rates utilized are based on a capital asset pricing model and published relevant industry rates, which take into consideration the risks and uncertainties inherent to the reporting units and in the internally developed forecasts. See Note 9 — Goodwill and Other Intangible Assets for further discussion of the Company's annual goodwill impairment test and results. No impairment of goodwill was required for the years ended December 31, 2023, 2022, or 2021.

The Company uses an income-based valuation method to annually test its indefinite-lived intangible assets for impairment. The fair value of the intangible asset is compared to its carrying value. This method uses the Company's own market assumptions, which are considered reasonable. Any excess of carrying value over the estimated fair value is recognized as an impairment loss. No impairment of indefinite-lived intangible assets was required for the years ended December 31, 2023, 2022, or 2021.

Other intangible assets with determinable lives primarily consist of customer intangibles, unpatented technologies, patents and trademarks. The other intangible assets are amortized over their estimated useful lives, ranging from 5 to 20 years.

Long-lived assets (including definite-lived intangible assets) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, such as a significant sustained change in the business climate. If an indicator of impairment exists for any grouping of assets, an estimate of undiscounted future cash flows is prepared and compared to its carrying value. If an asset group is determined to be impaired, the loss is measured by the excess of the carrying amount of the asset group over its fair value, as determined by an estimate of discounted future cash flows.

Leases

The Company determines if an arrangement is a lease at inception of a contract. The Company has operating and finance leases for corporate offices, manufacturing plants, research and development facilities, shared services facilities, vehicle fleets and certain office and manufacturing equipment. Operating lease right-of-use ("ROU") assets are included in other assets and deferred charges and operating lease liabilities are included in other accrued expenses and other liabilities in the consolidated balance sheet. Finance lease ROU assets are included in property, plant and equipment, and the related lease liabilities are included in other accrued expenses and other liabilities in the consolidated balance sheet. Leases with an initial term of 12 months or less are not recorded in the balance sheet.

The Company accounts for each separate lease component of a contract and its associated non-lease components as a single lease component, thus causing all fixed payments to be capitalized. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or lease liabilities. These are expensed as incurred and recorded as variable lease expense.

ROU assets represent the Company's right to use an underlying asset during the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the net present value of fixed lease payments over the lease term. The lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. ROU assets also include any advance lease payments made and exclude lease incentives. As most of the Company's operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Finance lease agreements include an interest rate that is used to determine the present value of future lease payments. Fixed operating lease expense and finance lease depreciation expense are recognized on a straight-line basis over the lease term.

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.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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.

Outstanding payments related to the SCF program are recorded within accounts payable in our consolidated balance sheets. As of December 31, 2023 and December 31, 2022, amounts due to the SCF financial institution were approximately $193,600 and $194,362, respectively.

Restructuring Accruals

The Company takes actions to reduce headcount, close facilities, or otherwise exit operations. Such restructuring activities at an operation are recorded when management has committed to an exit or reorganization plan and when termination benefits are probable and can be reasonably estimated based on circumstances at the time the restructuring plan is approved by management or when termination benefits are communicated. Exit costs may include contractual terminations and asset impairments as a result of an approved restructuring plan. The accrual of both severance and exit costs requires the use of estimates. Though the Company believes that its estimates accurately reflect the anticipated costs, actual results may be different from the original estimated amounts.

Foreign Currency

Assets and liabilities of non-U.S. subsidiaries, where the functional currency is not the U.S. dollar, have been translated at year-end exchange rates and profit and loss accounts have been translated using weighted-average monthly exchange rates. Foreign currency translation gains and losses are included in the consolidated statements of comprehensive earnings as a component of other comprehensive earnings (loss). Assets and liabilities of an entity that are denominated in currencies other than an entity's functional currency are re-measured into the functional currency using end of period exchange rates, where applicable to certain balances. Gains and losses related to these re-measurements are recorded within the consolidated statements of earnings as a component of other income, net. Gains and losses arising from intercompany foreign currency transactions that are of a long-term investment in nature are reported in the same manner as translation adjustments.

Revenue Recognition

The majority of the Company's revenue is generated through the manufacture and sale of a broad range of specialized products and components, with revenue recognized upon transfer of control, title and risk of loss, which is generally upon shipment. Service revenue represents approximately 5% of total revenue and is recognized as the services are performed. In limited cases, revenue arrangements with customers require delivery, installation, testing, certification, or other acceptance provisions to be satisfied before revenue is recognized. The Company includes shipping costs billed to customers in revenue and the related shipping costs in cost of goods and services.

Stock-Based Compensation

The principal awards issued under the Company's stock-based compensation plans include non-qualified stock appreciation rights ("SARs"), restricted stock units ("RSUs") and performance share awards ("PSAs"). The cost for such awards is measured at the grant date based on the fair value of the award. At the time of grant, the Company estimates forfeitures, based on historical experience, in order to estimate the portion of the award that will ultimately vest. The value of the portion of the award that is expected to ultimately vest is recognized as expense on a straight-line basis, generally over the explicit service period of three years (except for retirement-eligible employees) and is included in selling, general and administrative expenses in the consolidated statements of earnings. Expense for awards granted to retirement-eligible employees is recorded over the period from the date of grant through the date the employee first becomes eligible to retire and is no longer required to provide service. See Note 15 — Equity and Cash Incentive Program for additional information related to the Company's stock-based compensation.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Income Taxes

The provision for income taxes includes federal, state, local and non-U.S. taxes. Tax credits, primarily for research and experimentation, are recognized as a reduction of the provision for income taxes in the year in which they are available for tax purposes. Deferred taxes are provided using enacted rates on the future tax consequences of temporary differences. Temporary differences include the differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis and the tax benefit of carryforwards. A valuation allowance is established for deferred tax assets for which it is more likely than not that some portion or all of the deferred tax benefit will not be realized. In assessing the need for a valuation allowance, management considers all available evidence, including the future reversal of existing taxable temporary differences, taxable income in carryback periods, prudent and feasible tax planning strategies and estimated future taxable income. The valuation allowance can be affected by changes to tax regulations, interpretations and rulings, changes to enacted statutory tax rates and changes to future taxable income estimates.

Tax benefits are recognized from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position in consideration of applicable tax statutes and related interpretations and precedents. Tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized on ultimate settlement.

Research and Development Costs

Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to $153,111 in 2023, $163,300 in 2022 and $157,826 in 2021. These costs as a percent of revenue were 1.8% in 2023, 1.9% in 2022 and 2.0% in 2021. Research and development costs are reported within selling, general and administrative expenses in the consolidated statements of earnings.

Advertising Costs

Advertising costs are expensed when incurred and amounted to $23,860 in 2023, $25,905 in 2022 and $23,685 in 2021. Advertising costs are reported within selling, general and administrative expenses in the consolidated statements of earnings.

Risk, Retention, Insurance

The Company's insurance programs contain various deductibles that, based on the Company's experience, are typical and customary for a company of its size and risk profile. The Company does not consider any of the deductibles to represent a material risk to the Company. The Company generally maintains insurance policies with deductibles for claims and liabilities related primarily to workers' compensation, health and welfare claims, general liability, product and automobile liability, cybersecurity risks, property damage and business interruption resulting from certain events. The Company accrues for claim exposures that are probable of occurrence and can be reasonably estimated.

Recent Accounting Pronouncements

Recently Issued Accounting Standards

The following accounting standards updates ("ASU"), issued by the Financial Accounting Standards Board ("FASB"), will, or are expected to, result in a change in practice and/or have a financial impact to the Company's Consolidated Financial Statements:

In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required in an entity’s income tax rate reconciliation table and requires disclosure of income taxes paid both in U.S. and foreign jurisdictions. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendment requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

In October 2023, the FASB issued ASU No. 2023-06 Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commission’s ("SEC") Disclosure Update and Simplification Initiative. The amendments in this update require modification of certain disclosure and presentation requirements for a variety of ASU topics in response to the SEC’s Release No. 33-10532. The effective date for each amended topic in the ASC is the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company does not expect the adoption of this standard to have a material impact on the Company's disclosures.

Recently Adopted Accounting Standards

In September 2022, the FASB issued ASU No. 2022-04 Liabilities-Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations. The amendments in this update require a buyer in a supplier finance program to disclose information about the program's nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted the guidance when it became effective on January 1, 2023, except for the rollforward requirement, which becomes effective January 1, 2024. The adoption did not have a material impact on the Company's consolidated financial statements. See required disclosure within the Supply Chain Financing section of Note 1 — Basis of Presentation.

In October 2021, the FASB issued ASU No. 2021-08 Business Combinations (Topic 805)-Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company early adopted the guidance as of January 1, 2022, which did not have a material impact on the Company's Consolidated Financial Statements.

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.

Disaggregation of Revenue

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 19 — Segment Information for further details.

Performance Obligations

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. These contracts require judgment in determining the number of performance obligations.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The Company has elected to use the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component if it is expected, at contract inception, that the period between when the Company transfers a promised good or service to a customer, and when the customer pays for that good or service, will be one year or less. Thus, the Company may not consider an advance payment to be a significant financing component, if it is received less than one year before product completion.

The majority of the Company's contracts offer assurance-type warranties in connection with the sale of a product to a customer. Assurance-type warranties provide a customer with assurance that the related product will function as the parties intended because it complies with agreed-upon specifications. Such warranties do not represent a separate performance obligation.

The Company may also offer service-type warranties that provide services to the customer, in addition to the assurance that the product complies with agreed-upon specifications. If a warranty is determined to be a service-type warranty, it represents a distinct service and is treated as a separate performance obligation.

Estimates are used to determine the amount of variable consideration in contracts, the standalone selling price among separate performance obligations and the measure of progress for contracts where revenue is recognized over time. The Company reviews and updates these estimates regularly.

Some contracts with customers include variable consideration primarily related to volume rebates. The Company estimates variable consideration at the most likely amount to determine the total consideration which the Company expects to be entitled. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company's estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of anticipated performance and all information (historical, current and forecasted) that is reasonably available.

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. The Company uses an observable price to determine the standalone selling price for separate performance obligations or a cost plus margin approach when one is not available.

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.

For revenue recognized over time, there are two types of methods for measuring progress and both are relevant to the Company: (1) input methods and (2) output methods. Although this may vary by business, input methods generally are based on costs incurred relative to estimated total costs. Output methods generally are based on a measurement of progress, such as milestone achievement. The businesses use the method and measure of progress that best depicts the transfer of control to the customer of the goods or services to date relative to the remaining goods or services promised under the contract.

Transaction Price Allocated to the Remaining Performance Obligations

At December 31, 2023, we estimated that $202,762 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. We expect to recognize approximately 48.2% of the Company's unsatisfied (or partially unsatisfied) performance obligations as revenue in 2024, with the remaining balance to be recognized in 2025 and thereafter.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Remaining consideration, including variable consideration, from contracts with customers is included in the amounts presented in the preceding paragraph and pertains to contracts with multiple performance obligations, extended warranties on products and multi-year agreements, which are typically recognized as the performance obligation is satisfied.

The Company applied the standard's 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

The following table provides information about contract assets and contract liabilities from contracts with customers:

						December 31, 2023						December 31, 2022						December 31, 2021
Contract assets						$	19,561					$	11,074					$	11,440
Contract liabilities - current						211,292						256,933						227,549
Contract liabilities - non-current						19,544						19,879						21,513

Contract assets primarily relate to the Company's right to consideration for work completed but not billed at the reporting date and are recorded in prepaid and other current assets in the consolidated balance sheets. Contract assets are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to advance consideration received from customers or advance billings for which revenue has not been recognized. Current contract liabilities are recorded in deferred revenue and non-current contract liabilities are recorded in other liabilities in the consolidated balance sheets. Contract liabilities are reduced when the associated revenue from the contract is recognized.

The revenue recognized during 2023 and 2022 that was included in the contract liabilities at the beginning of the respective periods amounted to $238,842 and $196,891, respectively.

Contract Costs

Costs incurred to obtain a customer contract are not material to the Company. The Company elected to apply the practical expedient to not capitalize contract costs to obtain contracts with a duration of one year or less, which are expensed and included within cost of goods and services in the consolidated statements of earnings.

3. Acquisitions

2023 Acquisitions

During the year ended December 31, 2023, the Company acquired two businesses in separate transactions for total consideration of $535,290, net of cash acquired and inclusive of contingent consideration. These businesses were acquired to complement and expand upon existing operations within the Pumps & Process Solutions and Climate & Sustainability Technologies segments. The goodwill recorded as a result of these acquisitions represents the economic benefits expected to be derived from product line expansions and operational synergies. Goodwill of $224,771 is deductible for income tax purposes and $2,990 is non-deductible for income tax purposes for these acquisitions.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

FW Murphy

On December 4, 2023, the Company acquired 100% of the assets, and assumed certain liabilities, of the FW Murphy Production Controls business ("FW Murphy"), a provider of control and optimization solutions for the reciprocating compression industry, for $526,457. The FW Murphy acquisition strengthens the Company's position in compression technologies for natural gas and clean energy applications, and adds complementary offerings within the Pumps & Process Solutions segment. In connection with this acquisition, the Company recorded goodwill of $224,771 and intangible assets of $254,000 for customer intangibles, $11,100 for unpatented technology and $10,400 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 fair values of the assets acquired and liabilities assumed are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the measurement period as the Company finalizes the valuations of the assets acquired and liabilities assumed.

The following presents the preliminary allocation of purchase price to the assets acquired and liabilities assumed in the FW Murphy acquisition, based on their estimated fair values at acquisition date:

			Total
Current assets			$	26,564
Goodwill			224,771
Intangible assets			275,500
Other assets and deferred charges			9,508
Current liabilities			(1,316)
Non-current liabilities			(8,570)
Net assets acquired			$	526,457

Other Acquisitions

On August 28, 2023, the Company acquired 100% of the equity interests in the Arc Pacific group ("Arc Pacific"), a global supplier of can washers, dry-off, pin and internal bake ovens for the metal packaging industry, for $8,833, 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 $2,990 and intangible assets of $7,670, primarily related to customer intangibles.

The amounts assigned to goodwill and major intangible asset classifications for all 2023 acquisitions were as follows:

			Amount allocated						Useful life (in years)
Goodwill			$	224,771					na
Goodwill - non-deductible			2,990						na
Customer intangibles			259,700						9			-			15
Unpatented technology			12,510						7			-			8
Trademarks			10,960						15
			$	510,931

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2022 Acquisitions

During the year ended December 31, 2022, the Company acquired three businesses in separate transactions for total consideration of $309,504, net of cash acquired and inclusive of measurement period adjustments. 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 income tax purposes for these acquisitions.

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 by March 31, 2024 with a maximum potential payout of $50,000. As of December 31, 2023, the estimated payout is zero as no payment is expected to be required. 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. During the year ended December 31, 2023 the Company recorded measurement period adjustments primarily related to its treatment of certain liabilities. These adjustments are based on facts and circumstances that existed, but were not known, as of the acquisition date which resulted in an increase in goodwill of $1,381.

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 equipment						2,733
Goodwill						153,082
Intangible assets						84,000
Other assets and deferred charges						1,159
Current liabilities						(4,487)
Non-current liabilities						(22,010)
Net assets acquired						$	223,462

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Other acquisitions

On December 14, 2022, the Company acquired 100% of the equity interests in Witte Pumps & Technology GmbH ("Witte"), a manufacturer of precision gear pumps, for $77,942, net of cash acquired. The Witte acquisition expands the Company's reach into gear pump manufacturing and associated spare parts and services for the chemical, plastics and polymer processing, food and beverage, and pharmaceutical industries within the Pumps & Process Solutions segment. In connection with this acquisition, the Company recorded goodwill of $41,779 and intangible assets of $34,812, primarily related to customer intangibles. The Company recorded measurement period adjustments primarily related to current assets. These adjustments are based on facts and circumstances that existed, but were not known, as of the acquisition date which resulted in a decrease in goodwill of $3,749.

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.

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

			Total
Current assets, net of cash acquired			$	28,435
Property, plant and equipment			4,222
Goodwill			43,682
Intangible assets			40,437
Other assets and deferred charges			3,580
Current liabilities			(19,172)
Non-current liabilities			(15,142)
Net assets acquired			$	86,042

The amounts assigned to goodwill and major intangible asset classifications for all 2022 acquisitions were as follows:

			Amount allocated						Useful life (in years)
Goodwill - non-deductible			$	196,764					na
Customer intangibles			90,742						10			-			15
Patents			16,000						10
Unpatented technology			10,302						8
Trademarks			7,393						15
			$	321,201

2021 Acquisitions

During the year ended December 31, 2021, the Company acquired nine businesses in separate transactions for total consideration of $1,125,786, net of cash acquired of $18,475, including contingent consideration of $13,002 and measurement period adjustments discussed below. These businesses were acquired to complement and expand upon existing operations within the Clean Energy & Fueling, Engineered Products, Imaging & Identification, and Pumps & Process Solutions segments. The goodwill recorded as a result of these acquisitions represents the economic benefits expected to be derived from product line expansions and operational synergies. Goodwill of $200,117 is deductible for income tax purposes and $384,269 is non-deductible for income tax purposes for these acquisitions.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

RegO

On December 28, 2021, the Company acquired 100% of the voting stock of ECI Holding Company, LLC ("RegO"), a provider of highly-engineered components and services that facilitate the production, storage, and distribution of cryogenic gases, for $626,618, net of cash acquired and inclusive of the impact of measurement period adjustments discussed below. The RegO acquisition strengthens the Company's offering for the hydrogen ("H2"), liquefied natural gas ("LNG"), and liquefied petroleum gas ("LPG") applications, as well as Dover's participation in the attractive cryogenic industrial gases end market within the Clean Energy & Fueling segment. In connection with this acquisition, the Company recorded goodwill of $170,800 deductible for income tax purposes and $110,363 non-deductible for income tax purposes and intangible assets of $173,000 for customer intangibles, $40,000 for patents and $21,000 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 fair value of assets acquired also includes trade receivables of $33,900. The gross amount is $34,606, of which $706 is expected to be uncollectible. During the year ended December 31, 2022, the Company recorded measurement period adjustments primarily related to deferred taxes and changes in net working capital. 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 $4,187.

The following presents the allocation of purchase price, net of cash acquired of $10,382, to the assets acquired and liabilities assumed under the RegO acquisition, based on their estimated fair values at acquisition date:

			Total
Accounts receivable			$	33,900
Inventories			71,529
Other current assets			2,958
Property, plant and equipment			50,027
Goodwill			281,163
Intangible assets			234,000
Other assets and deferred charges			884
Current liabilities			(20,150)
Non-current liabilities			(27,693)
Net assets acquired			$	626,618

Acme Cryogenics

On December 16, 2021, the Company acquired 100% of the voting stock of Acme Cryo Intermediate Inc. ("Acme Cryogenics"), a provider of highly-engineered components and services that facilitate the production, storage, and distribution of cryogenic gases, for $292,306, net of cash acquired and inclusive of the impact of measurement period adjustments discussed below. The Acme Cryogenics acquisition strengthens the Company's offering for the H2, LNG, and LPG applications, as well as Dover's participation in the attractive cryogenic industrial gases end market within the Clean Energy & Fueling segment. In connection with this acquisition, the Company recorded goodwill of $167,291 non-deductible for income tax purposes and intangible assets of $99,000 for customer intangibles, $21,800 for unpatented technology and $6,500 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 fair value of assets acquired also includes trade receivables of $14,644. The gross amount is $14,912, of which $268 is expected to be uncollectible. During the year ended December 31, 2022, the Company recorded measurement period adjustments primarily related to deferred taxes and changes in net working capital. These adjustments are based on facts and circumstances that existed, but were not known, as of the acquisition date which resulted in a decrease in goodwill of $1,918.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following presents the allocation of purchase price to the assets acquired and liabilities assumed under the Acme Cryogenics acquisition, based on their estimated fair values at acquisition date:

			Total
Current assets, net of cash acquired			$	25,932
Property, plant and equipment			8,640
Goodwill			167,291
Intangible assets			127,300
Other assets and deferred charges			5,057
Current liabilities			(7,286)
Non-current liabilities			(34,628)
Net assets acquired			$	292,306

Other acquisitions

On October 15, 2021, the Company acquired 100% of the voting stock of LIQAL B.V. ("LIQAL"), a turnkey supplier of LNG, hydrogen refueling equipment and solutions, and micro liquefaction solutions, for $27,701, net of cash acquired and including contingent consideration. The LIQAL acquisition strengthens the Company's offering of LNG and hydrogen products and solutions, as well as significant innovation capabilities and proprietary technologies, within the Clean Energy & Fueling segment. In connection with this acquisition, the Company recorded goodwill of $23,473 and intangible assets of $8,235, primarily related to customer intangibles.

On September 15, 2021, the Company acquired 100% of the voting stock of The Espy Corporation ("Espy"), a manufacturer of advanced electronic radio frequency sensor systems, for $60,457, net of cash acquired. The Espy acquisition strengthens the Company's offering of complete signal intelligence systems with integrated software within the Engineered Products segment. In connection with this acquisition, the Company recorded goodwill of $29,317 and intangible assets of $21,100, primarily related to customer intangibles. The Espy acquisition was treated as an asset acquisition for U.S. income tax purposes, resulting in the goodwill and intangibles being classified as tax deductible.

On July 23, 2021, the Company acquired 100% of the voting stock of CDS Visual, Inc. ("CDS Visual"), a provider of 3D visualization solutions tailored for industrial applications, for $29,147, net of cash acquired. The CDS Visual acquisition extends the Company's reach of customer-facing digital capabilities within the Engineered Products segment. In connection with this acquisition, the Company recorded goodwill of $20,863 and intangible assets of $9,930, primarily related to technology.

On June 24, 2021, the Company acquired 100% of the voting stock of Blue Bite LLC ("Blue Bite"), a provider of consumer engagement and brand protection software solutions, for $30,143, net of cash acquired and including contingent consideration. The Blue Bite acquisition strengthens the Company's offering of product traceability and authentication solutions within the Imaging & Identification segment. In connection with this acquisition, the Company recorded goodwill of $20,458 and intangible assets of $13,250, primarily related to technology.

On June 23, 2021, the Company acquired 100% of the voting stock of Quantex Arc Limited ("Quantex"), a provider of single-use, recyclable pumps, for $23,747, net of cash acquired and including contingent consideration. The Quantex acquisition enhances the offering of single-use pumps for biopharma and other hygienic applications within the Pumps & Process Solutions segment. In connection with this acquisition, the Company recorded goodwill of $14,327 and intangible assets of $11,034, primarily related to patented technology.

On April 19, 2021, the Company acquired 100% of the voting stock of AvaLAN Wireless Systems Incorporated ("AvaLAN"), a provider of secure wireless communications solutions for the convenience and fuel retail industry, for $34,144, net of cash acquired. The AvaLAN acquisition extends the Company's reach into the systems and software offering within the Clean Energy & Fueling segment. In connection with this acquisition, the Company recorded goodwill of $26,803 and intangible assets of $14,630, primarily related to customer intangibles.

One other immaterial acquisition was completed during the year ended December 31, 2021, within the Pumps & Process Solutions segment.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

			Total
Current assets, net of cash acquired			$	12,751
Property, plant and equipment			8,272
Goodwill			135,932
Intangible assets			78,179
Other assets and deferred charges			4,485
Current liabilities			(15,368)
Non-current liabilities			(17,389)
Net assets acquired			$	206,862

The amounts assigned to goodwill and major intangible asset classifications for all 2021 acquisitions were as follows:

			Amount allocated						Useful life (in years)
Goodwill - tax deductible			$	200,117					na
Goodwill - non deductible			384,269						na
Customer intangibles			310,819						12			-			15
Patents			49,056						7			-			12
Unpatented technology			44,180						7			-			12
Trademarks			35,424						15			-			16
			$	1,023,865

Pro forma Information (Unaudited)

The following unaudited pro forma results of operations reflect the 2021 acquisitions of RegO and Acme Cryogenics as if they had occurred on January 1, 2021. The pro forma information is not necessarily indicative of the results that actually would have occurred, nor does it indicate future operating results of the combined companies. The pro forma earnings are adjusted to reflect the comparable impact of additional depreciation and amortization expense, net of tax, resulting from the fair value measurement of tangible and intangible assets; nonrecurring acquisition-related costs, net of tax, of $5,855; and inventory step-up charges, net of tax, of $15,082. These unaudited pro forma adjustments are based upon purchase price allocations. The actual revenues and earnings for RegO and Acme Cryogenics from the date of acquisition on December 28, 2021 and December 16, 2021, respectively, to December 31, 2021 were not material.

			Year Ended December 31, 2021
Revenue:
As reported			$	7,907,081
Pro forma (unaudited)			8,163,185
Earnings:
As reported			$	1,123,818
Pro forma (unaudited)			1,145,106

The pro forma results for the remaining seven acquisitions in 2021, as well as the acquisitions in 2022 and 2023 are not presented as they are not considered material.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

4. Dispositions

Management evaluates Dover's businesses periodically for their strategic fit within its operations and may from time to time sell or discontinue certain operations for various reasons.

2023

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, 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. De-Sta-Co met the criteria to be classified as held for sale beginning September 30, 2023. The Company classified De-Sta-Co's assets and liabilities separately as current assets and current liabilities held for sale within the consolidated balance sheets as of December 31, 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 December 31, 2023.

			December 31, 2023
Assets held for sale
Cash and cash equivalents			$	17,300
Receivables, net			30,442
Inventories, net			46,159
Property, plant and equipment, net			21,035
Goodwill			58,897
Other assets held for sale			18,811
Total assets held for sale			$	192,644
Liabilities held for sale
Accounts payable			$	20,080
Accrued expenses and deferred revenue			17,000
Other liabilities held for sale			27,488
Total liabilities held for sale			$	64,568

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.

There was one additional immaterial disposition in 2023.

2022

There was one immaterial disposition in 2022.

2021

On December 1, 2021, the Company completed the sale of UB, a wholly owned subsidiary of the Company within the Climate & Sustainability Technologies segment. The Company recognized total consideration of $229,024. This sale resulted in a pre-tax gain on disposition of $181,615 included within the consolidated statements of earnings for the year ended December 31, 2021. The sale did not represent a strategic shift that had a major effect on operations and financial results and, therefore, did not qualify for presentation as a discontinued operation.

On November 16, 2021, the Company disposed RWB, an equity method investment within the Engineered Products segment for a total consideration of $45,958, resulting in a recognized gain of $24,723 included within the consolidated statements of earnings for the year ended December 31, 2021.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

5. Inventories, net

			December 31, 2023						December 31, 2022
Raw materials			$	696,220					$	812,066
Work in progress			223,655						230,865
Finished goods			425,561						458,881
Subtotal			1,345,436						1,501,812
Less reserves			(119,984)						(135,204)
Total			$	1,225,452					$	1,366,608

At December 31, 2022, approximately 4%, of the Company's total inventories were accounted for using the LIFO method. During the fourth quarter of 2023, the Company changed the method of accounting for the inventories previously accounted for under LIFO to FIFO. As of December 31, 2023 no inventories are accounted for under the LIFO method. See Note 1 — Description of Business and Summary of Significant Accounting Policies.

6. Property, Plant and Equipment, net

			December 31, 2023						December 31, 2022
Land			$	66,443					$	62,495
Buildings and improvements			640,654						620,500
Machinery, equipment and other			1,944,470						1,895,502
Property, plant and equipment, gross			2,651,567						2,578,497
Accumulated depreciation			(1,619,751)						(1,573,672)
Property, plant and equipment, net			$	1,031,816					$	1,004,825

Depreciation expense totaled $157,347, $148,910 and $147,309 for the years ended December 31, 2023, 2022 and 2021, respectively.

7. Leases

The Company's ROU assets and lease liabilities are discussed in detail in Note 1 — Description of Business and Summary of Significant Accounting Policies.

The components of lease costs were as follows:

			Years Ended December 31,
			2023						2022						2021
Operating Lease Costs:
Fixed			$	58,665					$	53,428					$	54,397
Variable			8,318						7,512						6,281
Short-term			22,392						22,097						17,847
Total**(1)**			$	89,375					$	83,037					$	78,525

(1) Finance lease cost and sublease income were immaterial.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Supplemental cash flow information related to leases was as follows:

			Years Ended December 31,
			2023						2022						2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases			$	58,846					$	54,268					$	55,921
Operating cash flows for finance leases			318						335						357
Financing cash flows for finance leases			3,231						2,917						3,073
Total			$	62,395					$	57,520					$	59,351
Right-of-use assets obtained in exchange for lease obligations:
Operating leases			$	50,997					$	57,190					$	47,666
Financing leases			3,539						3,149						2,016
Total			$	54,536					$	60,339					$	49,682

Supplemental balance sheet information related to leases were as follows:

			December 31, 2023						December 31, 2022
Operating Leases
Right-of-use assets:
Other assets and deferred charges			$	209,729					$	197,058
Lease liabilities:
Other accrued expenses			$	48,790					$	42,649
Other liabilities			172,983						165,741
Total operating lease liabilities			$	221,773					$	208,390
Finance Leases
Right-of-use assets:
Property, plant and equipment, net (1)			$	7,992					$	7,846
Lease liabilities:
Other accrued expenses			$	3,070					$	2,554
Other liabilities			5,897						6,189
Total finance lease liabilities			$	8,967					$	8,743

(1) Finance lease right-of-use assets are recorded net of accumulated depreciation of $10,302 and $8,017 for the years ended December 31, 2023 and December 31, 2022, respectively.

The aggregate future lease payments for operating and finance leases as of December 31, 2023 were as follows:

			Operating						Finance
2024			$	55,883					$	3,397
2025			46,650						2,885
2026			34,209						2,249
2027			28,089						1,222
2028			21,688						118
Thereafter			76,345						26
Total lease payments			262,864						9,897
Less interest			(41,091)						(930)
Present value of lease liabilities			$	221,773					$	8,967

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Average lease terms and discount rates were as follows:

			December 31, 2023						December 31, 2022						December 31, 2021
Weighted-average remaining lease term (years)
Operating leases			7.2						7.8						5.8
Finance leases			3.0						3.6						4.2
Weighted-average discount rate
Operating leases			4.0		%				3.5		%				2.7		%
Finance leases			3.9		%				3.4		%				3.4		%

8. 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 amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and other historical and forward-looking information on the financial condition of the customers. Balances are written off when determined to be uncollectible.

Estimates are used to determine the allowance, based on assessment of anticipated payment and all other historical, current and forward-looking information that is reasonably available.

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.

			2023			2022			2021
Balance at January 1			$	39,399		$	40,126		$	40,474
Provision for expected credit losses, net of recoveries			2,881			5,552			5,053
Amounts written off charged against the allowance			(10,395)			(4,462)			(5,307)
Other, including dispositions and foreign currency translation			(373)			(1,817)			(94)
Balance at December 31			$	31,512		$	39,399		$	40,126

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

9. Goodwill and Other Intangible Assets

Goodwill

The changes in the carrying value of goodwill by reportable operating segments were as follows:

			Engineered Products						Clean Energy & Fueling						Imaging & Identification						Pumps & Process Solutions						Climate & Sustainability Technologies						Total
Goodwill			$	733,874					$	1,427,691					$	1,106,202					$	852,809					$	508,807					$	4,629,383
Accumulated impairment loss (1)			(10,591)						—						—						(59,970)						—						(70,561)
Balance at January 1, 2022			723,283						1,427,691						1,106,202						792,839						508,807						4,558,822
Acquisitions			—						—						—						200,513						—						200,513
Measurement period adjustments			(286)						2,432						(1,544)						968						—						1,570
Foreign currency translation			(10,455)						(38,705)						(26,399)						(14,785)						(1,067)						(91,411)
Balance at December 31, 2022			712,542						1,391,418						1,078,259						979,535						507,740						4,669,494
Acquisitions			—						—						—						224,771						2,990						227,761
Measurement period adjustments			—						—						—						(5,103)						—						(5,103)
Held for sale			(58,897)						—						—						—						—						(58,897)
Foreign currency translation			5,736						17,884						14,701						9,368						743						48,432
Balance at December 31, 2023			$	659,381					$	1,409,302					$	1,092,960					$	1,208,571					$	511,473					$	4,881,687

(1) Accumulated impairment loss as of December 31, 2023 is not subject to foreign currency translation.

During 2023 and 2022, the Company recognized additions of $227,761 and $200,513, respectively, to goodwill as a result of acquisitions as discussed in Note 3 — Acquisitions. During the year ended December 31, 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 separately as current assets and current liabilities held for sale within the consolidated balance sheets as of December 31, 2023. As a result, the Engineered Products segment goodwill balance was reduced by $58,897. There were no dispositions of goodwill during 2023 or 2022.

Annual impairment testing

The Company tests goodwill for impairment annually in the fourth quarter of each year, whenever events or circumstances indicate an impairment may have occurred, or when a change in the composition of reporting units occurs for other reasons, such as a change in segments.

The Company performed its annual goodwill impairment test during the fourth quarter of 2023 using a discounted cash flow analysis as discussed in Note 1 — Description of Business and Summary of Significant Accounting Policies. The Company performed a quantitative goodwill impairment test for each of its reporting units, concluding that the fair values of all of its reporting units were in excess of their carrying values. No impairment of goodwill was required. The discounted cash flow analysis includes management's current assumptions as to future cash flows and long-term growth rates. The discount rates utilized are based on a capital asset pricing model and published relevant industry rates, which take into consideration the risks and uncertainties inherent to the reporting units and in the internally developed forecasts. The discount rate used in the 2023 reporting unit valuations was 10.6%. Further, the Company assessed the current market capitalization, forecasts and the amount of headroom in the 2023 impairment test.

While the Company believes the assumptions used in the 2023 impairment analysis are reasonable and representative of expected results, actual results may differ from expectations.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Intangible Assets

The Company's definite-lived and indefinite-lived intangible assets by major asset class were as follows:

			December 31, 2023																		December 31, 2022
			Gross Amount						Accumulated Amortization						Net Carrying Amount						Gross Amount						Accumulated Amortization						Net Carrying Amount
Amortized intangible assets:
Customer intangibles			$	2,138,788					$	1,094,053					$	1,044,735					$	1,881,402					$	996,947					$	884,455
Trademarks			274,711						147,212						127,499						265,466						132,791						132,675
Patents			206,871						142,719						64,152						219,199						146,337						72,862
Unpatented technologies			277,198						159,148						118,050						257,428						137,750						119,678
Distributor relationships			82,031						63,343						18,688						79,622						57,299						22,323
Other			24,211						10,053						14,158						46,880						41,682						5,198
Total			3,003,810						1,616,528						1,387,282						2,749,997						1,512,806						1,237,191
Unamortized intangible assets:
Trademarks			96,631						—						96,631						96,544						—						96,544
Total intangible assets, net			$	3,100,441					$	1,616,528					$	1,483,913					$	2,846,541					$	1,512,806					$	1,333,735

The Company recorded $283,170 of acquired intangible assets in 2023. See Note 3 — Acquisitions for further information. In addition, during the year ended December 31, 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.

For the years ended December 31, 2023, 2022 and 2021, amortization expense was $160,116, $158,628 and $142,814 respectively. Amortization expense is primarily comprised of acquisition-related intangible amortization.

Estimated future amortization expense related to intangible assets held at December 31, 2023 for the next five years is as follows:

			Estimated Amortization
2024			$	173,935
2025			170,536
2026			161,908
2027			158,340
2028			126,227

10. Other Accrued Expenses and Other Liabilities

The following table details the major components of other accrued expenses:

			December 31, 2023						December 31, 2022
Operating lease liabilities			$	48,790					$	42,649
Accrued rebates and volume discounts			43,941						47,660
Warranty			43,747						43,351
Taxes other than income			31,439						33,782
Restructuring and exit costs			21,759						14,510
Accrued interest			20,723						20,591
Accrued commissions (non-employee)			15,370						15,808
Other			89,758						99,986
Total other accrued expenses			$	315,527					$	318,337

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following table details the major components of other liabilities (non-current):

			December 31, 2023						December 31, 2022
Operating lease liabilities			$	172,983					$	165,741
Defined benefit and other post-retirement benefit plans			86,066						92,630
Deferred compensation			79,268						82,479
Unrecognized tax benefits			27,307						34,361
Legal and environmental			26,991						30,139
Deferred revenue			19,544						19,879
Warranty			7,117						5,098
Other			42,696						44,576
Total other liabilities			$	461,972					$	474,903

Warranty

Estimated warranty program claims are provided for at the time of sale. Amounts provided for are based on historical costs and adjusted for new claims. The changes in the carrying amount of product warranties were as follows:

			Years Ended December 31,
			2023						2022						2021
Beginning Balance, January 1,			$	48,449					$	48,568					$	51,088
Provision for warranties			65,003						60,758						67,212
Settlements made			(62,911)						(59,612)						(65,498)
Other adjustments, including acquisitions and currency translation			323						(1,265)						(4,234)
Ending Balance, December 31			$	50,864					$	48,449					$	48,568

11. Restructuring Activities

The Company's restructuring charges by segment as follows:

			Years Ended December 31,
			2023						2022						2021
Engineered Products			$	9,510					$	3,194					$	9,507
Clean Energy & Fueling			20,336						9,571						3,609
Imaging & Identification			5,918						4,702						4,589
Pumps & Process Solutions			7,686						4,685						1,911
Climate & Sustainability Technologies			4,541						6,007						5,068
Corporate			2,444						2,321						2,021
Total			$	50,435					$	30,480					$	26,705
These amounts are classified in the consolidated statements of earnings as follows:
Cost of goods and services			$	19,352					$	6,855					$	12,895
Selling, general and administrative expenses			31,083						23,625						13,810
Total			$	50,435					$	30,480					$	26,705

The restructuring expenses of $50,435 incurred during the year ended December 31, 2023 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. The expected costs related to these announced restructuring programs have been incurred primarily through 2023. However, the Company will continue to make proactive adjustments to its cost structure to align with current demand trends and additional programs, beyond the scope of the announced programs, may be implemented during 2024 with related restructuring charges.

Restructuring expenses incurred in 2022 and 2021 also included headcount reductions, exit costs, asset charges related to a product line exit, and substantial liquidation of businesses in certain Latin America countries.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The Company's severance and exit accrual activities were as follows:

			Severance						Exit						Total
Balance at January 1, 2021			$	10,547					$	4,366					$	14,913
Restructuring charges			11,561						15,144						26,705
Payments			(10,951)						(6,171)						(17,122)
Other, including foreign currency translation			(427)						(10,272)						(10,699)
Balance at December 31, 2021			10,730						3,067						13,797
Restructuring charges			15,388						15,092						30,480
Payments			(13,975)						(8,159)						(22,134)
Other, including foreign currency translation			(136)						(7,497)						(7,633)
Balance at December 31, 2022			12,007						2,503						14,510
Restructuring charges			37,433						13,002						50,435
Payments			(31,364)						(9,945)						(41,309)
Other, including foreign currency translation			570						(2,447)						(1,877)
Balance at December 31, 2023			$	18,646					$	3,113					$	21,759

The restructuring accrual balances at December 31, 2023 primarily reflect restructuring plans initiated during the year.

12. Borrowings

Borrowings consist of the following:

			December 31, 2023						December 31, 2022
Short-term
Commercial paper			$	467,600					$	734,936
Other			682						836
Short-term borrowings			$	468,282					$	735,772

During the year ended December 31, 2023, commercial paper borrowings decreased $267,336. The borrowings outstanding under the commercial paper program had a weighted average annual interest rate of 5.51% and 4.61% as of December 31, 2023 and December 31, 2022, respectively.

									Carrying amount (1)
			Principal						December 31, 2023						December 31, 2022
Long-term
3.15% 10-year notes due November 15, 2025			$	400,000					$	398,737					$	398,063
1.25% 10-year notes due November 9, 2026 (euro-denominated)			€	600,000					657,628						631,522
0.750% 8-year notes due November 4, 2027 (euro denominated)			€	500,000					547,342						525,654
6.65% 30-year debentures due June 1, 2028			$	200,000					199,557						199,456
2.950% 10-year notes due November 4, 2029			$	300,000					297,787						297,408
5.375% 30-year debentures due October 15, 2035			$	300,000					297,058						296,808
6.60% 30-year notes due March 15, 2038			$	250,000					248,392						248,279
5.375% 30-year notes due March 1, 2041			$	350,000					345,258						344,982
Other									—						341
Total long-term debt									$	2,991,759					$	2,942,513

(1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discounts were $10.9 million and $12.7 million as of December 31, 2023 and December 31, 2022, respectively. Total deferred debt issuance costs were $8.9 million and $10.7 million as of December 31, 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.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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 December 31, 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 December 31, 2023 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of 14.5 to 1.

As of December 31, 2023, the future maturities of long-term debt were as follows:

			Future Maturities
2024			$	—
2025			400,000
2026			660,866
2027			550,721
2028			200,000
2029 and thereafter			1,200,000
Total			$	3,011,587

Letters of Credit and other Guarantees

As of December 31, 2023, the Company had approximately $180.0 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.

13. 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 December 31, 2023 and 2022, the Company had contracts with total notional amounts of $171,425 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 $84,867 and $102,509 as of December 31, 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 consolidated statements of earnings.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following table sets forth the fair values of derivative instruments held by the Company as of December 31, 2023 and 2022 and the balance sheet lines in which they are recorded:

			Fair Value Asset (Liability)
			December 31, 2023						December 31, 2022						Balance Sheet Caption
Foreign currency forward			$	1,675					$	944					Prepaid and other current assets
Foreign currency forward			(874)						(2,760)						Other accrued expenses

For a cash flow hedge, the change in estimated fair value of a hedging instrument is recorded in accumulated other comprehensive earnings (loss), net of tax as a separate component of the consolidated statements of stockholders' equity and is reclassified into revenues or cost of goods and services in the 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 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:

			2023						2022						2021
(Loss) gain on euro-denominated debt			$	(45,805)					$	80,301					$	94,003
Tax benefit (expense)			10,438						(17,824)						(20,976)
Net (loss) gain on net investment hedges, net of tax			$	(35,367)					$	62,477					$	73,027

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.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022:

									December 31, 2023												December 31, 2022
									Level 2																		Level 2
Assets:
Foreign currency cash flow hedges									$	1,675																	$	944
Liabilities:
Foreign currency cash flow hedges									874																		2,760

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 December 31, 2023 and 2022 was $2,950,401 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 December 31, 2023 and 2022 due to the short-term nature of these instruments.

14. Income Taxes

Income taxes have been based on the following components of earnings before provision for income taxes in the consolidated statements of earnings:

			Years Ended December 31,
			2023						2022						2021
Domestic			$	755,429					$	731,796					$	835,773
Foreign			514,577						555,709						565,053
Total			$	1,270,006					$	1,287,505					$	1,400,826

Income tax expense (benefit) for the years ended December 31, 2023, 2022 and 2021 is comprised of the following:

			Years Ended December 31,
			2023						2022						2021
Current:
U.S. federal			$	143,294					$	106,768					$	150,990
State and local			18,873						1,450						28,106
Foreign			143,216						140,696						154,147
Total current			305,383						248,914						333,243
Deferred:
U.S. federal			(28,471)						(4,760)						(14,143)
State and local			4,047						303						3,165
Foreign			(67,781)						(22,328)						(45,257)
Total deferred			(92,205)						(26,785)						(56,235)
Total expense			$	213,178					$	222,129					$	277,008

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Differences between the effective income tax rate and the U.S. federal income statutory tax rate are as follows:

			Years Ended December 31,
			2023						2022						2021
U.S. federal income tax rate			21.0		%				21.0		%				21.0		%
State and local taxes, net of federal income tax benefit			1.6						1.6						1.8
Foreign operations tax effect			0.4						0.1						(0.2)
Foreign-derived intangible income			(1.3)						(1.3)						(0.8)
Share awards			(0.4)						(0.2)						(0.8)
Withholding tax			2.4						0.1						0.1
Change in valuation allowance			(5.5)						(0.7)						—
Dispositions			—						—						0.3
Audit resolutions			(0.6)						(3.2)						(1.4)
Other			(0.8)						(0.1)						(0.2)
Effective tax rate			16.8		%				17.3		%				19.8		%

The tax effects of temporary differences that give rise to deferred tax assets and liabilities are as follows:

			December 31, 2023						December 31, 2022
Deferred Tax Assets:
Accrued compensation, postretirement and other employee benefits			$	46,068					$	46,008
Accrued expenses			20,154						20,608
Net operating loss and other carryforwards			326,437						317,186
Inventories			28,729						30,569
Allowance for credit losses			7,679						9,224
Accrued insurance			4,574						3,978
Long-term liabilities, warranty and environmental costs			1,864						2,851
Lease obligations			55,634						47,887
Capitalized research and development			54,397						26,548
Total gross deferred tax assets			545,536						504,859
Valuation allowance			(209,931)						(271,203)
Total deferred tax assets, net of valuation allowances			$	335,605					$	233,656
Deferred Tax Liabilities:
Intangible assets			$	(405,504)					$	(417,809)
Property, plant and equipment			(78,668)						(82,658)
Lease right-of-use assets			(52,769)						(45,202)
Other liabilities			(34,642)						(27,447)
Total deferred tax liabilities			(571,583)						(573,116)
Net deferred tax liability			$	(235,978)					$	(339,460)
Classified as follows in the Consolidated Balance Sheets:
Other assets and deferred charges			$	110,405					$	35,690
Deferred income taxes			(346,383)						(375,150)
			$	(235,978)					$	(339,460)

As of December 31, 2023, the Company has $271,255 of deferred tax assets recorded related to non-U.S. tax loss carryforwards primarily resulting from non-operating activities and tax credit carryforwards. The non-U.S. losses and credits as of December 31, 2023 are available to be carried forward, with $59,816 expiring during the years 2024 through 2043, and the remaining $211,439 carried forward indefinitely.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

As of December 31, 2023, the Company has $55,182 of deferred tax assets recorded related to U.S. federal and state tax loss and tax credit carryforwards. The U.S. federal and state tax losses and credits as of December 31, 2023 are available to be carried forward, with $52,206 expiring during the years 2024 through 2043, and the remaining $2,976 carried forward indefinitely.

The Company maintains valuation allowances by jurisdiction against the deferred tax assets related to certain of these carryforwards for which it is more likely than not that some portion or all will not be realized. For the year ended December 31, 2023, the Company recorded a net valuation allowance release of $69,716 against non-U.S. tax loss carryforwards mainly related to an internal reorganization on the basis of management’s reassessment of the amount of its deferred tax assets that are more likely than not to be realized.

In 2023, the Company recorded $30,413 of withholding taxes on current and future distributions from certain foreign subsidiaries. If management decides to repatriate additional foreign earnings, the Company would need to adjust the income tax provision in the period that management makes that decision.

Unrecognized Tax Benefits

The Company files U.S federal, state, local and non-U.S. tax returns. The Company is routinely audited by the tax authorities in these jurisdictions, and a number of audits are currently underway. It is reasonably possible during the next twelve months that uncertain tax positions may be settled, which could result in a decrease in the gross amount of unrecognized tax benefits. This decrease may result in an income tax benefit. Due to the potential for resolution of U.S federal, state and non-U.S. examinations, and the expiration of various statutes of limitation, the Company's gross unrecognized tax benefits balance may change within the next twelve months by a range of zero to $4,578. All significant U.S. federal, state, local and non-U.S. matters have been concluded through 2020. The Company believes adequate provision has been made for all income tax uncertainties.

The following table is a reconciliation of the beginning and ending balances of the Company's unrecognized tax benefits:

															Total
Unrecognized tax benefits at January 1, 2021															$	72,338
Additions based on tax positions related to the current year															5,859
Additions for tax positions of prior years															3,784
Reductions for tax positions of prior years															(13,008)
Cash settlements															(1,490)
Lapse of statutes															(2,831)
Unrecognized tax benefits at December 31, 2021 (1)															64,652
Additions based on tax positions related to the current year															3,315
Additions for tax positions of prior years															3,421
Reductions for tax positions of prior years															(39,439)
Cash settlements															(411)
Lapse of statutes															(3,352)
Unrecognized tax benefits at December 31, 2022 (1)															28,186
Additions based on tax positions related to the current year															1,235
Additions for tax positions of prior years															2,223
Reductions for tax positions of prior years															(3,361)
Cash settlements															(1,791)
Lapse of statutes															(3,983)
Unrecognized tax benefits at December 31, 2023 (1)															$	22,509

(1) If recognized, the net amount of potential tax benefits as of December 31, 2023 that would impact the Company's effective tax rate is $18,367. During the years ended December 31, 2023, 2022 and 2021, the Company recorded income of $1,378, $8,931 and $2,654, respectively, as a component of provision for income taxes related to the accrued interest and penalties on net reductions to unrecognized tax benefits. The Company had accrued interest and penalties of $4,798 at December 31, 2023 and $6,175 at December 31, 2022, which are not included in the above table.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

15. Equity and Cash 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. For the years presented herein, employee awards were made pursuant to the terms of the Company's 2021 Omnibus Incentive Plan (the "2021 Plan") and 2012 Equity and Cash Incentive Plan (the "2012 Plan").

On May 7, 2021, the shareholders approved the 2021 Plan, to replace the 2012 Plan, which otherwise would have terminated according to its terms on May 3, 2022. Upon approval of the 2021 Plan, no additional awards could be granted under the 2012 Plan, and the remaining 4,888,197 shares available for additional award grant purposes became available for issuance under the 2021 Plan. The 2021 Plan provides for stock options and SARs, RSUs, PSAs, cash performance awards, directors' shares and deferred stock units. Under the 2021 Plan, a total of 8,300,000 newly authorized shares of common stock are reserved for issuance, resulting in a total of 13,188,197 authorized shares available for issuance. These shares are subject to adjustments resulting from stock dividends, stock splits, recapitalizations, reorganizations and other similar changes.

Officers and other key employees, as well as non-employee directors, are eligible to participate in the 2021 Plan, and were also eligible under the 2012 Plan which had a ten-year term between May 3, 2012 to May 3, 2022.

Stock-based compensation costs are reported within selling, general and administrative expenses in the consolidated statements of earnings. The following table summarizes the Company's compensation expense relating to all stock-based incentive plans:

			Years Ended December 31,
			2023						2022						2021
Pre-tax stock-based compensation expense			$	31,465					$	30,821					$	31,111
Tax benefit			(3,266)						(2,993)						(2,859)
Total stock-based compensation expense, net of tax			$	28,199					$	27,828					$	28,252

SARs

The exercise price per share for SARs is equal to the closing price of the Company's stock on the New York Stock Exchange on the date of grant. New common shares are issued when SARs are exercised. The period during which SARs are exercisable is fixed by the Company's Compensation Committee at the time of grant. Generally, the SARs vest after three years of service and expire at the end of ten years.

In 2023, 2022 and 2021, the Company issued SARs covering 359,715, 335,285 and 413,173 shares, respectively. The fair value of each SAR grant was estimated on the date of grant using a Black-Scholes option-pricing model with the following assumptions:

			2023						2022						2021
Risk-free interest rate			3.91		%				1.86		%				0.59		%
Dividend yield			1.32		%				1.25		%				1.62		%
Expected life (years)			5.4						5.4						5.5
Volatility			30.65		%				29.46		%				30.49		%
Grant price			$153.25						$160.21						$122.73
Fair value per share at date of grant			$47.27						$42.07						$29.08

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 exercises 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.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

A summary of activity relating to SARs granted under the 2021 Plan and the 2012 Plan for the year ended December 31, 2023 is as follows:

			SARs
			Number of Shares						Weighted Average Exercise Price						Weighted Average Remaining Contractual Term (Years)						Aggregate Intrinsic Value
Outstanding at January 1, 2023			2,444,542						$	98.70
Granted			359,715						153.25
Forfeited / expired			(65,178)						142.25
Exercised			(329,469)						69.93
Outstanding at December 31, 2023			2,409,610						109.65						5.8						$	108,242
Exercisable at December 31, 2023			1,446,739						$	86.31					4.3						$	97,651

Unrecognized compensation expense related to SARs not yet exercisable was $10,967 at December 31, 2023. This cost is expected to be recognized over a weighted average period of 1.5 years.

Other information regarding the exercise of SARs is listed below:

			2023						2022						2021
Fair value of SARs that became exercisable			$	7,492					$	8,939					$	10,199
Aggregate intrinsic value of SARs exercised			$	26,041					$	11,992					$	62,895

PSAs

PSAs granted are expensed over the three-year requisite performance and service period. Awards become vested if (1) the Company achieves certain market conditions and (2) the employee remains continuously employed by the Company during the performance period. Partial vesting may occur after separation from service in the case of certain terminations not for cause and for retirements.

In 2023, 2022 and 2021, the Company issued PSAs covering 43,656, 40,087 and 50,371 shares, respectively.

The PSAs granted 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 approximately 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. 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 were as follows:

			2023						2022						2021
Risk-free interest rate			4.28		%				1.68		%				0.19		%
Dividend yield			1.32		%				1.25		%				1.62		%
Expected life (years)			2.9						2.9						2.9
Volatility			27.30		%				31.10		%				31.90		%
Grant price			$153.25						$160.21						$122.73
Fair value per share at date of grant			$249.48						$196.40						$148.29

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

A summary of activity for PSAs for the year ended December 31, 2023 is as follows:

			Number of Shares						Weighted Average Grant-Date Fair Value
Unvested at January 1, 2023			85,807						$	170.03
Granted			43,656						249.48
Forfeited			(7,360)						197.65
Vested			(44,342)						148.29
Unvested at December 31, 2023			77,761						$	224.42

Unrecognized compensation expense related to unvested PSAs as of December 31, 2023 was $9,599, which will be recognized over a weighted average period of 1.8 years.

RSUs

The Company also has restricted stock authorized for grant. Common stock of the Company may be granted at no cost to certain officers and key employees. In general, restrictions limit the sale or transfer of these shares during a three-year period, and restrictions lapse proportionately over the three-year period. The Company granted 91,439, 79,556 and 87,177 of RSUs in 2023, 2022 and 2021, respectively. The fair value of these awards was determined using Dover's closing stock price on the date of grant, which was $153.25, $160.21, and $122.73 in 2023, 2022 and 2021, respectively.

A summary of activity for RSUs for the year ended December 31, 2023 is as follows:

			Number of Shares						Weighted Average Grant-Date Fair Value
Unvested at January 1, 2023			147,676						$	135.98
Granted			91,439						153.25
Forfeited			(12,513)						148.95
Vested			(73,628)						133.83
Unvested at December 31, 2023			152,974						$	145.45

Unrecognized compensation expense relating to unvested RSUs as of December 31, 2023 was $10,387, which will be recognized over a weighted average period of 1.4 years.

Directors' Shares

The Company issued the following shares to its non-employee directors as partial compensation for serving as directors of the Company:

			Years ended December 31,
			2023						2022						2021
Aggregate shares granted			11,309						10,730						7,917
Deferred stock units			(7,487)						(7,247)						(5,322)
Net shares issued			3,822						3,483						2,595

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

16. Commitments and Contingent Liabilities

Guarantees

The Company has provided typical indemnities in connection with sales of certain businesses and assets, including representations and warranties and related indemnities for environmental, health and safety, tax and employment matters. The Company does not have any material liabilities recorded for these indemnifications and is not aware of any claims or other information that would give rise to material payments under such indemnities.

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 December 31, 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. See Note 10 — Other Accrued Expenses and Other Liabilities for additional details.

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, 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 December 31, 2023 and 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.

17. Employee Benefit Plans

The Company offers defined contribution retirement plans which cover the majority of its U.S. employees, as well as employees in certain other countries. The Company’s expense relating to defined contribution plans was $61,032, $57,543 and $59,719 for the years ended December 31, 2023, 2022 and 2021, respectively.

The Company sponsors qualified defined benefit pension plans covering certain employees of the Company and its subsidiaries. The plans' benefits are generally based on years of service and employee compensation. The Company also provides to certain management employees, through non-qualified plans, supplemental retirement benefits in excess of qualified plan limits imposed by federal tax law.

The U.S. qualified and non-qualified defined benefit plans were closed to new employees after December 31, 2013. All pension-eligible employees as of December 31, 2013 continued to earn a pension benefit through December 31, 2023 as long as they remained employed by the Company participating in the impacted plans. Effective January 1, 2024, the plans will be frozen for any future benefit accruals.

The Company also maintains other post-retirement benefit plans. These plans are closed to new entrants and are not considered to be significant. The supplemental and other post-retirement benefit plans are supported by the general assets of the Company.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Obligations and Funded Status

The following tables summarize the change in benefit obligations, change in plan assets, and funded status associated with the Company's significant defined benefit plans and the amounts recognized in the consolidated balance sheets at December 31, 2023 and 2022:

			Qualified Defined Benefits																								Non-Qualified Supplemental Benefits
			U.S. Plan												Non-U.S. Plans
			2023						2022						2023						2022						2023						2022
Change in benefit obligation:
Benefit obligation at beginning of year			$	319,901					$	478,346					$	215,317					$	314,715					$	32,503					$	42,905
Service cost			2,867						5,703						3,712						4,675						970						1,426
Interest cost			17,203						13,745						10,591						5,220						1,636						1,215
Plan participants' contributions			—						—						2,251						2,186						—						—
Benefits paid			(17,701)						(17,680)						(11,953)						(9,756)						(6,582)						(3,831)
Actuarial loss (gain)(1)			22,384						(126,985)						16,884						(72,977)						662						(9,596)
Amendments			—						—						41						(2,291)						—						384
Settlements and curtailments			(25,348)						(33,228)						(1,116)						(8,849)						—						—
Currency translation and other			—						—						14,302						(17,606)						—						—
Benefit obligation at end of year			319,306						319,901						250,029						215,317						29,189						32,503
Change in plan assets:
Fair value of plan assets at beginning of year			394,053						573,100						152,860						219,677						—						—
Actual return on plan assets			40,633						(125,011)						11,935						(48,147)						—						—
Company contributions			—						—						9,516						9,059						6,582						3,831
Plan participants' contributions			—						—						2,251						2,186						—						—
Benefits paid			(17,701)						(17,680)						(11,953)						(9,756)						(6,582)						(3,831)
Settlements and curtailments			(24,466)						(36,356)						(298)						(8,640)						—						—
Currency translation and other			—						—						11,454						(11,519)						—						—
Fair value of plan assets at end of year			392,519						394,053						175,765						152,860						—						—
Funded (Unfunded) status			$	73,213					$	74,152					$	(74,264)					$	(62,457)					$	(29,189)					$	(32,503)
Amounts recognized in the consolidated balance sheets consist of:
Assets and Liabilities:
Other assets and deferred charges			$	73,213					$	74,152					$	1,938					$	1,863					$	—					$	—
Accrued compensation and employee benefits			—						—						(731)						(1,774)						(5,477)						(7,243)
Liabilities held for sale (2)			—						—						(18,044)						—						—						—
Defined benefit and other post-retirement benefit plans			—						—						(57,427)						(62,546)						(23,712)						(25,260)
Total assets (liabilities)			73,213						74,152						(74,264)						(62,457)						(29,189)						(32,503)
Accumulated Other Comprehensive Loss (Earnings):
Net actuarial losses (gains)			57,870						55,227						42,926						31,607						(24,435)						(28,304)
Prior service cost (credit)			—						—						(2,222)						(3,006)						—						1,874
Tax (benefit) expense			(12,075)						(11,474)						(8,947)						(6,434)						5,313						5,768
Total accumulated other comprehensive loss (earnings), net of tax			45,795						43,753						31,757						22,167						(19,122)						(20,662)
Net amount recognized at December 31,			$	119,008					$	117,905					$	(42,507)					$	(40,290)					$	(48,311)					$	(53,165)
Accumulated benefit obligations			$	319,306					$	318,275					$	242,619					$	210,259					$	29,189					$	31,523

(1) The actuarial loss (gain) were primarily due to discount rate fluctuations and plan experience.

(2) De-Sta-Co assets and liabilities are classified as held for sale as of December 31, 2023. See Note 4 — Dispositions for further details.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The Company's net unfunded status at December 31, 2023 and 2022 includes net liabilities of $74,264 and $62,457, respectively, relating to the Company's significant international qualified plans, some in locations where it is not economically advantageous to pre-fund the plans due to local regulations. The majority of the international obligations relate to defined pension plans operated by the Company's businesses in Germany, France, the United Kingdom, and Italy.

The accumulated benefit obligation for all defined benefit pension plans was $591,114 and $560,057 at December 31, 2023 and 2022, respectively.

Non-U.S. pension plans with accumulated benefit obligations in excess of plan assets consist of the following at December 31, 2023 and 2022:

			2023						2022
Accumulated benefit obligation			$	227,442					$	124,082
Fair value of plan assets			158,653						64,112

Non-U.S. pension plans with projected benefit obligations in excess of plan assets consist of the following at December 31, 2023 and 2022:

			2023						2022
Projected benefit obligation			$	234,854					$	200,671
Fair value of plan assets			158,653						136,351

Net Periodic Benefit Cost

The operating expense component of net periodic benefit cost (service cost) is reported with similar compensation costs in the Company's consolidated statement of earnings. The non-operating components (all other components of net periodic benefit expense, including interest cost, amortization of prior service cost, curtailments and settlements, etc.) are reported outside of operating income in other income, net in the consolidated statement of earnings.

Components of the net periodic benefit cost were as follows:

Defined Benefit Plans

			Qualified Defined Benefits																																				Non-Qualified Supplemental Benefits
			U.S. Plan																		Non-U.S. Plans
			2023						2022						2021						2023						2022						2021						2023						2022						2021
Service cost			$	2,867					$	5,703					$	7,134					$	3,712					$	4,675					$	5,749					$	970					$	1,426					$	1,561
Interest cost			17,203						13,745						13,605						10,591						5,220						3,590						1,636						1,215						1,232
Expected return on plan assets			(26,208)						(29,104)						(28,980)						(7,331)						(7,191)						(7,188)						—						—						—
Amortization of:
Prior service cost (credit)			—						110						212						(717)						(526)						(453)						1,874						1,490						1,531
Actuarial loss (gain)			—						2,300						10,012						656						1,747						3,938						(3,207)						(2,016)						(1,672)
Settlement and curtailment loss (gain)			4,434						6,276						2,031						(801)						(393)						194						—						—						(743)
Net periodic (benefit) expense			$	(1,704)					$	(970)					$	4,014					$	6,110					$	3,532					$	5,830					$	1,273					$	2,115					$	1,909

Assumptions

The Company determines actuarial assumptions on an annual basis. The weighted average assumptions used in determining the benefit obligations were as follows:

			Qualified Defined Benefits																								Non-Qualified Supplemental Benefits
			U.S. Plan												Non-U.S. Plans
			2023						2022						2023						2022						2023						2022
Discount rate			5.20		%				5.55		%				2.80		%				3.57		%				5.15		%				5.50		%
Average wage increase			4.00		%				4.00		%				1.65		%				1.70		%				4.50		%				4.50		%

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The weighted average assumptions used in determining the net periodic benefit cost were as follows:

			Qualified Defined Benefits																																				Non- Qualified Supplemental Benefits
			U.S. Plan																		Non-U.S. Plans
			2023						2022						2021						2023						2022						2021						2023						2022						2021
Discount rate			5.55		%				2.95		%				2.65		%				3.57		%				1.18		%				0.79		%				5.50		%				2.90		%				2.45		%
Average wage increase			4.00		%				4.00		%				4.00		%				1.67		%				1.53		%				1.51		%				4.50		%				4.50		%				4.50		%
Expected return on plan assets			5.60		%				5.60		%				5.60		%				4.69		%				3.47		%				3.40		%				na						na						na

The Company's discount rate assumption is determined by developing a yield curve based on high quality corporate bonds with maturities matching the plans' expected benefit payment streams. The plans' expected cash flows are then discounted by the resulting year-by-year spot rates.

Plan Assets

The primary financial objective of the plans is to secure participant retirement benefits. Accordingly, the key objective in the plans' financial management is to promote stability and, to the extent appropriate, growth in the funded status. Related and supporting financial objectives are established in conjunction with a review of current and projected plan financial requirements.

As it relates to the funded defined benefit pension plans, the Company's funding policy is consistent with the funding requirements of the Employment Retirement Income Security Act ("ERISA") and applicable international laws. The Company is responsible for overseeing the management of the investments of the plans' assets and otherwise ensuring that the plans' investment programs are in compliance with ERISA, other relevant legislation and the related plan documents. Where relevant, the Company has retained professional investment managers to manage the plans' assets and implement the investment process. The investment managers, in implementing their investment processes, have the authority and responsibility to select appropriate investments in the asset classes specified by the terms of their applicable prospectus or investment manager agreements with the plans.

The assets of the plans are invested to achieve an appropriate return for the plans consistent with a prudent level of risk. The plans' long-term investment objective is to generate investment returns that provide adequate assets to meet all benefit obligations in accordance with applicable regulations. The expected return on assets assumption used for net periodic benefit cost is developed through analysis of historical and forecasted market returns, statistical analysis, current market conditions and the past experience of plan asset investments.

The Company's actual and target weighted average asset allocation for our U.S. Qualified Defined Benefits Plan was as follows:

			2023						2022						Current Target
Return-seeking investments			28		%				27		%				30		%
Liability hedging investments			72		%				73		%				70		%
Other			—		%				—		%				—		%
Total			100		%				100		%				100		%

Return-seeking investments include diversified foreign and domestic equities, U.S. high yield fixed income investments, and emerging market debt. Liability hedging investments primarily include a diversified portfolio of U.S. long duration fixed income assets. While the non-U.S. investment policies are different for each country, the long-term objectives are generally the same as for the U.S. pension assets.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The fair values of both U.S. and non-U.S. pension plan assets by asset category within the fair value hierarchy (as defined in Note 13 — Financial Instruments) were as follows:

			U.S. Qualified Defined Benefits Plan
			December 31, 2023																		December 31, 2022
			Level 1						Level 2												Total Fair Value						Level 1						Level 2												Total Fair Value
Corporate bonds			$	—					$	215,631											$	215,631					$	—					$	201,203											$	201,203
Government securities			—						52,862												52,862						—						56,978												56,978
Interest-bearing cash and short-term investments			3,901						—												3,901						2,900						—												2,900
Total investments at fair value			$	3,901					$	268,493											272,394						$	2,900					$	258,181											261,081
Investments measured at net asset value*
Collective funds																					110,582																								106,273
Short-term investment funds																					9,543																								26,699
Total investments																					$	392,519																							$	394,053

			Non-U.S. Plans
			December 31, 2023																								December 31, 2022
			Level 1						Level 2						Level 3						Total Fair Value						Level 1						Level 2						Level 3						Total Fair Value
Common stocks			$	54,557					$	—					$	—					$	54,557					$	46,618					$	—					$	—					$	46,618
Fixed income investments			—						32,421						—						32,421						—						25,168						—						25,168
Mutual funds			20,628						—						—						20,628						20,031						—						—						20,031
Cash and cash equivalents			2,237						—						—						2,237						909						—						—						909
Other			—						499						18,652						19,151						—						996						16,294						17,290
Total investments at fair value			$	77,422					$	32,920					$	18,652					128,994						$	67,558					$	26,164					$	16,294					110,016
Investments measured at net asset value*
Collective funds																					41,502																								39,675
Other																					5,269																								3,169
Total investments																					$	175,765																							$	152,860

• In accordance with Fair Value Measurement Topic 820 (Subtopic 820-10), certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient were not classified in the fair value hierarchy. These are included to permit reconciliation of the fair value hierarchy to the aggregate pension plan assets.

Common stocks represent investments in domestic and foreign equities, which are publicly traded on active exchanges and are valued based on quoted market prices.

Fixed income investments include bonds and notes, which are valued based on quoted market prices, as well as investments in other government and municipal securities and corporate bonds, which are valued based on yields currently available on comparable securities of issuers with similar credit ratings.

Mutual funds are categorized as either Level 1, 2 or Net Asset Value ("NAV") as a practical expedient depending on the nature of the observable inputs. Collective funds and short-term investment funds are valued using NAV as a practical expedient as of the last business day of the year. The NAV is based on the underlying value of the assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The availability of observable data is monitored by plan management to assess appropriate classification of financial instruments within the fair value hierarchy. Depending upon the availability of such inputs, specific securities may transfer between levels. In such instances, the transfer is reported at the end of the reporting period.

The fair value measurement of plan assets using significant unobservable inputs (Level 3) changed during 2022 and 2023, due to the following:

			Level 3
Balance at December 31, 2021			$	20,252
Actual return on plan assets:
Relating to assets still held at December 31, 2022			(382)
Relating to assets sold during the period			—
Purchases			1,852
Sales and settlements			(4,808)
Foreign currency translation			(620)
Balance at December 31, 2022			16,294
Actual return on plan assets:
Relating to assets still held at December 31, 2023			(417)
Relating to assets sold during the period			(17)
Purchases			1,746
Sales and settlements			(346)
Foreign currency translation			1,392
Balance at December 31, 2023			$	18,652

Future Estimates

Benefit Payments

Estimated future benefit payments to retirees, which reflect expected future service except to the extent frozen, are as follows:

			Qualified Defined Benefits												Non-Qualified Supplemental Benefits
			U.S. Plan						Non-U.S. Plans
2024			$	30,930					$	11,964					$	5,616
2025			29,031						11,379						2,366
2026			27,631						12,489						4,626
2027			26,842						15,279						1,841
2028			25,629						14,037						5,795
2029 - 2033			115,629						71,276						10,268

Contributions

In 2024, the Company expects to make payments of approximately $8.2 million to its non-US plans and $5.6 million to its non-qualified U.S. plan. No payments are expected for the qualified U.S. plan in 2024.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

18. Accumulated Other Comprehensive Earnings (Loss)

The components of accumulated other comprehensive earnings (loss) are as follows:

			December 31, 2023						December 31, 2022
Cumulative foreign currency translation adjustments			$	(181,331)					$	(220,224)
Pension and other postretirement benefit plans			(58,430)						(45,258)
Changes in fair value of cash flow hedges and other			1,895						(741)
			$	(237,866)					$	(266,223)

Amounts reclassified from accumulated other comprehensive earnings (loss) to earnings (loss) during the year ended December 31, 2023, 2022 and 2021 were as follows:

			Years Ended December 31,
			2023						2022						2021
Foreign currency translation:
Reclassification of foreign currency translation losses to earnings			$	—					$	5,915					$	—
Tax benefit			—						—						—
Net of tax			$	—					$	5,915					$	—
Pension and other postretirement benefit plans:
Amortization of actuarial (gains) losses			$	(2,551)					$	2,965					$	12,278
Amortization of prior service costs and transition obligation			1,157						1,074						1,304
Settlement and curtailment			3,633						4,282						1,482
Total before tax			2,239						8,321						15,064
Tax benefit			(538)						(1,842)						(3,423)
Net of tax			$	1,701					$	6,479					$	11,641
Cash flow hedges:
Net losses (gains) reclassified into earnings			$	2,437					$	(4,797)					$	(6,271)
Tax (benefit) expense			(483)						1,065						1,400
Net of tax			$	1,954					$	(3,732)					$	(4,871)

Foreign currency translation losses were recognized in selling, general and administrative expenses within the 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 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 in the consolidated statements of earnings.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

19. Segment Information

The Company categorizes its operating companies into five reportable segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies. The Company's businesses are structured around similar business models, go-to market strategies, manufacturing practices and product categories which increases management efficiency and better aligns Dover's operations with its strategic initiatives and capital allocation priorities, and provides greater transparency about performance. Operating segments are defined as the components of an enterprise for which separate financial information is available, that engage in business activities from which they may recognize revenues and incur expenses, and that are regularly evaluated by the entity's chief operating decision maker or decision-making group, which is composed of Dover's executive leadership team, in making resource allocation decisions and evaluating performance.

The five reportable segments are 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, 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 gas, energy transition, 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 end-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), disposition costs, loss (gain) on dispositions, corporate expenses/other, interest expense, interest income and provision for income taxes.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Segment financial information and a reconciliation of segment results to consolidated results follows:

			Years Ended December 31,
			2023						2022						2021
Revenue:
Engineered Products			$	2,004,587					$	2,043,632					$	1,780,827
Clean Energy & Fueling			1,788,277						1,878,507						1,648,153
Imaging & Identification			1,116,732						1,123,815						1,163,367
Pumps & Process Solutions			1,755,691						1,728,235						1,708,634
Climate & Sustainability Technologies			1,778,582						1,737,724						1,608,175
Intersegment eliminations			(5,735)						(3,825)						(2,075)
Total consolidated revenue			$	8,438,134					$	8,508,088					$	7,907,081
Net earnings:
Segment earnings:
Engineered Products (1)			$	377,425					$	346,519					$	277,852
Clean Energy & Fueling			328,604						352,993						327,186
Imaging & Identification			272,512						268,084						266,932
Pumps & Process Solutions			484,405						533,018						575,593
Climate & Sustainability Technologies			305,380						254,484						185,517
Total segment earnings			1,768,326						1,755,098						1,633,080
Purchase accounting expenses (2)			164,943						181,103						141,980
Restructuring and other costs (3)			63,673						38,990						38,436
Disposition costs (4)			1,302						—						—
Loss (gain) on dispositions (5)			—						194						(206,338)
Corporate expense / other (6)			150,593						135,280						156,298
Interest expense			131,305						116,456						106,319
Interest income			(13,496)						(4,430)						(4,441)
Earnings before provision for income taxes			1,270,006						1,287,505						1,400,826
Provision for income taxes			213,178						222,129						277,008
Net earnings			$	1,056,828					$	1,065,376					$	1,123,818
Segment margins:
Engineered Products			18.8		%				17.0		%				15.6		%
Clean Energy & Fueling			18.4		%				18.8		%				19.9		%
Imaging & Identification			24.4		%				23.9		%				22.9		%
Pumps & Process Solutions			27.6		%				30.8		%				33.7		%
Climate & Sustainability Technologies			17.2		%				14.6		%				11.5		%
Total segments			21.0		%				20.6		%				20.7		%
Net earnings			12.5		%				12.5		%				14.2		%
Depreciation and amortization:
Other depreciation and amortization (7):
Engineered Products			$	28,073					$	27,745					$	27,036
Clean Energy & Fueling			30,117						28,815						25,842
Imaging & Identification			15,293						14,185						14,189
Pumps & Process Solutions			46,344						40,839						39,272
Climate & Sustainability Technologies			27,557						26,204						26,987
Total other depreciation and amortization			147,384						137,788						133,326
Corporate depreciation and amortization			6,040						8,137						7,250
Depreciation and amortization included in purchase accounting expenses and restructuring and other			164,039						161,613						149,547
Consolidated depreciation and amortization total			$	317,463					$	307,538					$	290,123

(1) Segment earnings include a fourth quarter benefit of $14,448 as a result of the change from the LIFO method to FIFO method of inventory costing for an immaterial portion of inventories. See Note 1 — Description of Business and Summary of Significant Accounting Policies.

(2) Purchase accounting expenses are primarily comprised of amortization of intangible assets and charges related to fair value step-ups for acquired inventory sold during the period.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(3) Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges. Restructuring and other costs consist of the following:

			Years Ended December 31,
			2023						2022						2021
Restructuring			$	50,435					$	30,480					$	26,705
Other costs, net			13,238						8,510						11,731
Restructuring and other costs			$	63,673					$	38,990					$	38,436

(4) Disposition costs related to the sale of De-Sta-Co which is expected to close in Q1 2024.

(5) Loss (gain) on dispositions includes working capital adjustments related to dispositions.

(6) Certain expenses are maintained at the corporate level and not allocated to the segments. These expenses include executive and functional compensation costs, non-service pension costs, non-operating insurance expenses, shared business services and digital overhead costs, deal related expenses and various administrative expenses relating to the corporate headquarters.

(7) Other depreciation and amortization relates to property, plant, and equipment and intangibles, and excludes amounts related to purchase accounting expenses and restructuring and other costs.

Selected financial information by segment (continued):

Capital expenditures:			2023						2022						2021
Engineered Products			$	26,643					$	39,765					$	48,453
Clean Energy & Fueling			25,421						33,489						25,167
Imaging & Identification			11,598						14,695						10,671
Pumps & Process Solutions			60,860						82,817						44,578
Climate & Sustainability Technologies			61,790						41,426						34,335
Corporate			6,280						8,770						8,261
Total capital expenditures			$	192,592					$	220,962					$	171,465

Total assets at December 31:			2023						2022
Engineered Products (8)			$	1,797,242					$	1,771,689
Clean Energy & Fueling			3,020,621						3,068,260
Imaging & Identification			1,812,704						1,821,649
Pumps & Process Solutions (9)			2,654,421						2,161,210
Climate & Sustainability Technologies			1,466,141						1,525,449
Corporate (10)			597,384						548,262
Total assets			$	11,348,513					$	10,896,519

(8) Engineered Products includes De-Sta-Co assets classified as held for sale. See Note 4 — Dispositions for additional information.

(9) Increase primarily driven by 2023 acquisition. See Note 3 — Acquisitions for additional information.

(10) Corporate assets are comprised primarily of cash and cash equivalents.

			Revenue																		Long-Lived Assets (11)
			Years Ended December 31,																		At December 31,
			2023						2022						2021						2023						2022
United States			$	4,711,019					$	4,847,321					$	4,305,957					$	623,693					$	629,140
Europe			1,757,118						1,792,020						1,797,138						321,628						291,921
Asia			924,539						939,093						901,141						59,496						57,253
Other Americas			683,573						667,673						612,751						22,936						21,763
Other			361,885						261,981						290,094						4,063						4,748
Consolidated total			$	8,438,134					$	8,508,088					$	7,907,081					$	1,031,816					$	1,004,825

(11) Long-lived assets are comprised of net property, plant and equipment.

The U.S. was the largest geographical market for revenue for the Engineered Products, Clean Energy & Fueling, Pumps & Process Solutions, and Climate & Sustainability Technologies segments, and Europe was the largest market for the Imaging & Identification segment.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Revenue is attributed to regions based on the location of the Company's customer, which in some instances is an intermediary and not necessarily the end user. The Company's businesses serve thousands of customers, none of which individually accounted for more than 10% of consolidated revenue.

20. Earnings per Share

The following table sets forth a reconciliation of the information used in computing basic and diluted earnings per share:

			Years Ended December 31,
			2023						2022						2021
Net earnings			$	1,056,828					$	1,065,376					$	1,123,818
Basic earnings per common share:
Net earnings			$	7.56					$	7.47					$	7.81
Weighted average basic shares outstanding			139,848,000						142,681,000						143,923,000
Diluted earnings per common share:
Net earnings			$	7.52					$	7.42					$	7.74
Weighted average shares outstanding			140,599,000						143,595,000						145,273,000

The following table is a reconciliation of the share amounts used in computing earnings per share:

			Years Ended December 31,
			2023						2022						2021
Weighted average shares outstanding - Basic			139,848,000						142,681,000						143,923,000
Dilutive effect of assumed exercise of SARs and vesting of PSAs and RSUs			751,000						914,000						1,350,000
Weighted average shares outstanding - Diluted			140,599,000						143,595,000						145,273,000

Diluted earnings per share amounts are computed using the weighted average number of common shares outstanding and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of SARs and vesting of PSAs and RSUs, as determined using the treasury stock method. For the years ended December 31, 2023, 2022 and 2021, the weighted average number of anti-dilutive potential common shares excluded from the calculation above totaled 48,000, 21,173 and 1,072, respectively.

21. Stockholders' Equity

Share Repurchases

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

On August 31, 2022, the Company entered into a $500,000 accelerated share repurchase agreement (the "ASR Agreement") with Bank of America N.A. ("Bank of America") to repurchase its shares in an accelerated share repurchase program (the "ASR Program"). The ASR Program is classified as equity, initially recorded at fair value with no subsequent remeasurement. The Company conducted the ASR Program under the November 2020 share repurchase authorization. The Company funded the ASR Program with net proceeds from commercial paper.

Under the terms of the ASR Agreement, the Company paid Bank of America $500,000 on September 1, 2022 and on that date received initial deliveries of 3,201,025 shares, representing a substantial majority of the shares expected to be retired over the course of the ASR Agreement. In December 2022, Bank of America delivered 691,270 additional shares which completed the ASR Program. During 2022, the Company received a total of 3,892,295 shares upon completion of the ASR Agreement. 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 Program, less a discount, which was $128.46 over the term of the ASR Program.

DOVER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

During the year ended December 31, 2023, the Company had no share repurchases. During the years ended 2022, and 2021, exclusive of the ASR Program, the Company repurchased 641,428, and 182,951 shares of common stock at a total cost of $85,000, and $21,637 or $132.52, and $118.27 per share, respectively.

Upon expiration of the November 2020 share repurchase authorization on December 31, 2023, 15,283,326 shares remained unused.

In August 2023, the Company's Board of Directors approved a new standing share repurchase authorization whereby the Company may repurchase up to 20 million shares beginning on January 1, 2024 through December 31, 2026.

22. Subsequent Events

On January 17, 2024, the Company completed the acquisition of Transchem Group ("Transchem"), a supplier of car wash chemicals and associated solutions, for approximately $29.6 million, net of cash acquired, plus potential contingent consideration of up to approximately $18.6 million and subject to customary post-closing adjustments. Transchem will expand the Company's chemical product offerings in the Clean Energy & Fueling segment, specializing in wash performance and water reclaim technology that reduces water usage and lowers operators' costs.

On January 31, 2024, the Company completed the acquisition of Bulloch Technologies, Inc. ("Bulloch"), a provider of point-of-sale ("POS"), forecourt controller and electronic payment server solutions to the convenience retail industry, for approximately $111.0 million, net of cash acquired, plus potential contingent consideration of up to approximately $14.8 million and subject to customary post-closing adjustments. The acquisition of Bulloch expands our offering in North America with highly complementary POS and forecourt solutions within the Clean Energy & Fueling segment.

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

Years Ended December 31, 2023, 2022 and 2021

(In thousands)

Deferred Tax Valuation Allowance						Balance at Beginning of Year						Additions						Reductions												Balance at End of Year
Year Ended December 31, 2023						$	271,203					31,388						(92,660)												$	209,931
Year Ended December 31, 2022						$	306,066					4,960						(39,823)												$	271,203
Year Ended December 31, 2021						$	287,679					38,514						(20,127)												$	306,066
LIFO Reserve						Balance at Beginning of Year						Charged to Cost and Expense						Reductions												Balance at End of Year
Year Ended December 31, 2023(1)						$	14,151					316						(14,467)												$	—
Year Ended December 31, 2022						$	13,155					2,329						(1,333)												$	14,151
Year Ended December 31, 2021						$	7,149					7,220						(1,214)												$	13,155
(1) During the fourth quarter of 2023, the Company changed the method of accounting for the inventories previously accounted for under LIFO to FIFO. See Note 1 — Description of Business and Summary of Significant Accounting Policies.