Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the transition period from to

Commission File Number: 1-4018

Image1.jpg

(Exact name of registrant as specified in its charter)

Delaware53-0257888
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
3005 Highland Parkway
Downers Grove, Illinois60515
(Address of principal executive offices)(Zip Code)

(630) 541-1540

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockDOVNew York Stock Exchange
1.250% Notes due 2026DOV 26New York Stock Exchange
0.750% Notes due 2027DOV 27New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12-b-2 of the Exchange Act .

Large Accelerated Filer☑Accelerated Filer☐Emerging Growth Company☐
Non-Accelerated Filer☐Smaller Reporting Company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of the Registrant’s common stock as of April 19, 2023 was 139,851,298.

Dover Corporation

Form 10-Q

Table of Contents

PART I — FINANCIAL INFORMATIONPage
Item 1.Financial Statements (unaudited)
Condensed Consolidated Statements of Earnings for the three months ended March 31, 2023 and 20221
Condensed Consolidated Statements of Comprehensive Earnings for the three months ended March 31, 2023 and 20222
Condensed Consolidated Balance Sheets at March 31, 2023 and December 31, 20223
Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2023 and 20224
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 20225
Note 1 — Basis of Presentation6
Note 2 — Revenue6
Note 3 — Inventories, net7
Note 4 — Property, Plant and Equipment, net7
Note 5 — Credit Losses7
Note 6 — Goodwill and Other Intangible Assets7
Note 7 — Restructuring Activities8
Note 8 — Borrowings9
Note 9 — Financial Instruments10
Note 10 — Income Taxes11
Note 11 — Equity Incentive Program12
Note 12 — Commitments and Contingent Liabilities13
Note 13 — Other Comprehensive Earnings14
Note 14 — Segment Information14
Note 15 — Share Repurchases17
Note 16 — Earnings per Share17
Note 17 — Recent Accounting Pronouncements18
Note 18 — Subsequent Events18
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations19
Item 3.Quantitative and Qualitative Disclosures About Market Risk35
Item 4.Controls and Procedures35
PART II — OTHER INFORMATION
Item 1.Legal Proceedings36
Item 1A.Risk Factors36
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds36
Item 3.Defaults Upon Senior Securities36
Item 4.Mine Safety Disclosures36
Item 5.Other Information36
Item 6.Exhibits37
SIGNATURES38

Next: Item 1. Financial Statements