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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 September 30, 2023

or

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

OF 1934

For the transition period from to

Commission File Number: 1-4018

Image1.jpg

(Exact name of registrant as specified in its charter)

Delaware53-0257888
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
3005 Highland Parkway
Downers Grove, 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 October 18, 2023 was 139,890,144.

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 and nine months ended September 30, 2023 and 20221
Condensed Consolidated Statements of Comprehensive Earnings for the three and nine months ended September 30, 2023 and 20222
Condensed Consolidated Balance Sheets at September 30, 2023 and December 31, 20223
Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2023 and 20224
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 20226
Note 1 — Basis of Presentation7
Note 2 — Revenue7
Note 3 — Acquisitions8
Note 4 — Dispositions10
Note 5 — Inventories, net10
Note 6 — Property, Plant and Equipment, net10
Note 7 — Credit Losses11
Note 8 — Goodwill and Other Intangible Assets11
Note 9 — Restructuring Activities12
Note 10 — Borrowings13
Note 11 — Financial Instruments14
Note 12 — Income Taxes16
Note 13 — Equity Incentive Program16
Note 14 — Commitments and Contingent Liabilities17
Note 15 — Other Comprehensive Earnings18
Note 16 — Segment Information19
Note 17 — Share Repurchases21
Note 18 — Earnings per Share22
Note 19 — Recent Accounting Pronouncements22
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24
Item 3.Quantitative and Qualitative Disclosures About Market Risk44
Item 4.Controls and Procedures45
PART II — OTHER INFORMATION
Item 1.Legal Proceedings46
Item 1A.Risk Factors46
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds46
Item 3.Defaults Upon Senior Securities46
Item 4.Mine Safety Disclosures46
Item 5.Other Information46
Item 6.Exhibits47
SIGNATURES48

Next: Item 1. Financial Statements