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 ~~June~~September 30, 2021

☐ 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

(Exact name of registrant as specified in its charter)


Delaware						53-0257888
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3005 Highland Parkway
Downers Grove, Illinois						60515
(Address of principal executive offices)						(Zip Code)

(630) 541-1540

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	DOV	New York Stock Exchange
1.250% Notes due 2026	DOV 26	New York Stock Exchange
0.750% Notes due 2027	DOV 27	New 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 ~~July 13,~~October 12, 2021 was ~~143,960,933.~~143,984,653.

Dover Corporation

Form 10-Q

Table of Contents


PART I — FINANCIAL INFORMATION		Page
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Statements of Earnings for the three and ~~and six~~nine months ended ~~June~~September 3 0 ,30, 2021 and 2020	1
	Condensed Consolidated Statements of Comprehensive Earnings for the three and ~~and six~~ nine months ended ~~June~~September 3 0 ,30, 2021 and 2020	2
	Condensed Consolidated Balance Sheets at ~~June~~September 3 0 ,30, 2021 and December 31, 2020	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three and ~~and six~~nine months ended ~~June~~September 3 0 ,30, 2021 and 2020	4
	Condensed Consolidated Statements of Cash Flows for the si xnine months ended ~~June~~September 3 0 ,30, 2021 and 2020	6
	Note 1 — Basis of Presentation	7
	Note 2 — Revenue	7
	Note 3 — Acquisitions	8
	Note 4 — Disposed Operations	910
	Note 5 — Inventories	10
	Note 6 — Property, Plant and Equipment, net	10
	Note 7 — Credit Losses	1011
	Note 8 — Goodwill and Other Intangible Assets	11
	Note 9 — Restructuring Activities	12
	Note 10 — Borrowings	13
	Note 11 — Financial Instruments	1314
	Note 12 — Income Taxes	15
	Note 13 — Equity Incentive Program	1516
	Note 14 — Commitments and Contingent Liabilities	17
	Note 15 — Employee Benefit Plans	1718
	Note 16 — Other Comprehensive Earnings	1819
	Note 17 — Segment Information	19
	Note 18 — Share Repurchases	20
	Note 19 — Earnings per Share	21
	Note 20 — Recent Accounting Pronouncements	21
	Note 21 — Subsequent Event	22
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2223
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4243
Item 4.	Controls and Procedures	43

PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	4344
Item 1A.	Risk Factors	4344
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4344
Item 3.	Defaults Upon Senior Securities	4344
Item 4.	Mine Safety Disclosures	4344
Item 5.	Other Information	4344
Item 6.	Exhibits	4445
SIGNATURES		4546

Table of Contents

Item 1. Financial Statements

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Revenue	Revenue	$	2,031,676	$	1,499,175	$	3,899,577	$	3,155,114	Revenue	$	2,018,269	$	1,748,256	$	5,917,846	$	4,903,370
Cost of goods and services	Cost of goods and services	1,259,504		947,577		2,405,857		1,991,273		Cost of goods and services	1,263,690		1,089,527		3,669,547		3,080,800
Gross profit	Gross profit	772,172		551,598		1,493,720		1,163,841		Gross profit	754,579		658,729		2,248,299		1,822,570
Selling, general and administrative expenses	Selling, general and administrative expenses	428,042		366,740		837,040		753,681		Selling, general and administrative expenses	412,553		381,831		1,249,593		1,135,512

Operating earnings	Operating earnings	344,130		184,858		656,680		410,160		Operating earnings	342,026		276,898		998,706		687,058
Interest expense	Interest expense	26,661		28,711		53,484		55,979		Interest expense	26,433		27,724		79,917		83,703
Interest income	Interest income	(942)		(728)		(1,622)		(1,911)		Interest income	(1,466)		(960)		(3,088)		(2,871)

Gain on sale of a business		0		781		0		(5,770)
Loss (gain) on sale of a business										Loss (gain) on sale of a business	—		557		—		(5,213)
Other income, net	Other income, net	(4,933)		(735)		(7,776)		(8,467)		Other income, net	(10,460)		(1,420)		(18,236)		(9,887)
Earnings before provision for income taxes	Earnings before provision for income taxes	323,344		156,829		612,594		370,329		Earnings before provision for income taxes	327,519		250,997		940,113		621,326
Provision for income taxes	Provision for income taxes	58,836		32,063		115,317		69,284		Provision for income taxes	63,763		50,697		179,080		119,981

Net earnings	Net earnings	$	264,508	$	124,766	$	497,277	$	301,045	Net earnings	$	263,756	$	200,300	$	761,033	$	501,345

Net earnings per share:	Net earnings per share:									Net earnings per share:
Basic	Basic	$	1.84	$	0.87	$	3.46	$	2.09	Basic	$	1.83	$	1.39	$	5.29	$	3.48
Diluted	Diluted	$	1.82	$	0.86	$	3.43	$	2.07	Diluted	$	1.81	$	1.38	$	5.24	$	3.45
Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	143,941		143,955		143,854		144,107		Basic	143,976		144,032		143,895		144,082
Diluted	Diluted	145,118		144,995		145,040		145,359		Diluted	145,440		145,289		145,220		145,313

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In thousands)

(Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Net earnings	Net earnings	$	264,508	$	124,766	$	497,277	$	301,045	Net earnings	$	263,756	$	200,300	$	761,033	$	501,345
Other comprehensive earnings (loss), net of tax
Other comprehensive (loss) earnings, net of tax										Other comprehensive (loss) earnings, net of tax
Foreign currency translation adjustments:	Foreign currency translation adjustments:									Foreign currency translation adjustments:
Foreign currency translation gains (losses)		21,559		44,569		8,588		(48,985)
Foreign currency translation (losses) gains										Foreign currency translation (losses) gains	(26,155)		29,271		(17,567)		(19,714)

Total foreign currency translation adjustments (net of $4,269, $8,028, $(6,223), $2,889 tax benefit (provision), respectively)		21,559		44,569		8,588		(48,985)
Total foreign currency translation adjustments (net of $(5,446), $9,872, $(11,669), $12,761 tax (provision) benefit, respectively)										Total foreign currency translation adjustments (net of $(5,446), $9,872, $(11,669), $12,761 tax (provision) benefit, respectively)	(26,155)		29,271		(17,567)		(19,714)
Pension and other post-retirement benefit plans:	Pension and other post-retirement benefit plans:									Pension and other post-retirement benefit plans:

Amortization of actuarial losses included in net periodic pension cost	Amortization of actuarial losses included in net periodic pension cost	2,353		1,835		4,727		3,504		Amortization of actuarial losses included in net periodic pension cost	2,353		1,881		7,080		5,385
Amortization of prior service costs included in net periodic pension cost	Amortization of prior service costs included in net periodic pension cost	224		259		432		544		Amortization of prior service costs included in net periodic pension cost	214		250		646		794

Total pension and other post-retirement benefit plans (net of $(774), $(421), $(1,548), $(989) tax provision, respectively)		2,577		2,094		5,159		4,048
Total pension and other post-retirement benefit plans (net of $(771), $(421), $(2,320), $(1,408) tax provision, respectively)										Total pension and other post-retirement benefit plans (net of $(771), $(421), $(2,320), $(1,408) tax provision, respectively)	2,567		2,131		7,726		6,179
Changes in fair value of cash flow hedges:	Changes in fair value of cash flow hedges:									Changes in fair value of cash flow hedges:
Unrealized net (losses) gains arising during period	Unrealized net (losses) gains arising during period	(5)		1,880		4,319		(3,194)		Unrealized net (losses) gains arising during period	(212)		(278)		4,107		(3,472)
Net (gains) losses reclassified into earnings	Net (gains) losses reclassified into earnings	(1,460)		(594)		(2,871)		528		Net (gains) losses reclassified into earnings	(206)		(210)		(3,077)		318
Total cash flow hedges (net of $447, $(365), $(424), $757 tax benefit (provision), respectively)		(1,465)		1,286		1,448		(2,666)
Total cash flow hedges (net of $122, $139, $(302), $896 tax benefit (provision), respectively)										Total cash flow hedges (net of $122, $139, $(302), $896 tax benefit (provision), respectively)	(418)		(488)		1,030		(3,154)

Other comprehensive earnings (loss), net of tax		22,671		47,949		15,195		(47,603)
Other comprehensive (loss) earnings, net of tax										Other comprehensive (loss) earnings, net of tax	(24,006)		30,914		(8,811)		(16,689)
Comprehensive earnings	Comprehensive earnings	$	287,179	$	172,715	$	512,472	$	253,442	Comprehensive earnings	$	239,750	$	231,214	$	752,222	$	484,656

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	601,359	$	513,075	Cash and cash equivalents	$	739,144	$	513,075

Receivables, net of allowances of $40,534 and $40,474		1,329,051		1,137,223
Receivables, net of allowances of $41,598 and $40,474						Receivables, net of allowances of $41,598 and $40,474	1,351,144		1,137,223
Inventories, net	Inventories, net	977,831		835,804		Inventories, net	1,055,831		835,804
Prepaid and other current assets	Prepaid and other current assets	151,291		133,085		Prepaid and other current assets	153,296		133,085

Total current assets	Total current assets	3,059,532		2,619,187		Total current assets	3,299,415		2,619,187
Property, plant and equipment, net	Property, plant and equipment, net	895,551		897,326		Property, plant and equipment, net	906,268		897,326

Goodwill	Goodwill	4,126,691		4,072,542		Goodwill	4,153,846		4,072,542
Intangible assets, net	Intangible assets, net	1,049,109		1,083,772		Intangible assets, net	1,036,085		1,083,772
Other assets and deferred charges	Other assets and deferred charges	499,117		479,247		Other assets and deferred charges	507,369		479,247

Total assets	Total assets	$	9,630,000	$	9,152,074	Total assets	$	9,902,983	$	9,152,074

Liabilities and Stockholders' Equity	Liabilities and Stockholders' Equity					Liabilities and Stockholders' Equity
Current liabilities:	Current liabilities:					Current liabilities:

Accounts payable	Accounts payable	$	1,006,557	$	853,942	Accounts payable	$	1,047,824	$	853,942
Accrued compensation and employee benefits	Accrued compensation and employee benefits	235,258		239,750		Accrued compensation and employee benefits	270,944		239,750
Deferred revenue	Deferred revenue	189,317		184,845		Deferred revenue	195,509		184,845
Accrued insurance	Accrued insurance	105,895		98,954		Accrued insurance	104,000		98,954
Other accrued expenses	Other accrued expenses	333,772		343,637		Other accrued expenses	350,222		343,637
Federal and other income taxes	Federal and other income taxes	30,612		17,670		Federal and other income taxes	37,382		17,670

Total current liabilities	Total current liabilities	1,901,411		1,738,798		Total current liabilities	2,005,881		1,738,798
Long-term debt	Long-term debt	3,083,246		3,108,829		Long-term debt	3,060,184		3,108,829
Deferred income taxes	Deferred income taxes	311,496		298,423		Deferred income taxes	321,610		298,423
Noncurrent income tax payable	Noncurrent income tax payable	49,937		49,937		Noncurrent income tax payable	48,376		49,937
Other liabilities	Other liabilities	564,606		570,314		Other liabilities	575,114		570,314

Stockholders' equity:	Stockholders' equity:					Stockholders' equity:

Total stockholders' equity	Total stockholders' equity	3,719,304		3,385,773		Total stockholders' equity	3,891,818		3,385,773
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	9,630,000	$	9,152,074	Total liabilities and stockholders' equity	$	9,902,983	$	9,152,074

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)


		Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive (loss) earnings		Treasury stock		Total stockholders' equity			Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total stockholders' equity
Balance at March 31, 2021		$	259,338	$	849,585	$	8,769,709	$	(160,730)	$	(6,218,758)	$	3,499,144
Balance at June 30, 2021														Balance at June 30, 2021	$	259,371	$	853,887	$	8,962,863	$	(138,059)	$	(6,218,758)	$	3,719,304
Net earnings	Net earnings	0		0		264,508		0		0		264,508		Net earnings	—		—		263,756		—		—		263,756
Dividends paid ($0.495 per share)		0		0		(71,354)		0		0		(71,354)
Dividends paid ($0.50 per share)														Dividends paid ($0.50 per share)	—		—		(72,107)		—		—		(72,107)
Common stock issued for the exercise of share-based awards	Common stock issued for the exercise of share-based awards	33		(2,648)		0		0		0		(2,615)		Common stock issued for the exercise of share-based awards	25		(1,795)		—		—		—		(1,770)
Stock-based compensation expense	Stock-based compensation expense	0		6,872		0		0		0		6,872		Stock-based compensation expense	—		6,660		—		—		—		6,660

Other comprehensive earnings, net of tax		0		0		0		22,671		0		22,671
Other comprehensive loss, net of tax														Other comprehensive loss, net of tax	—		—		—		(24,006)		—		(24,006)
Other, net	Other, net	0		78		0		0		0		78		Other, net	—		(19)		—		—		—		(19)
Balance at June 30, 2021		$	259,371	$	853,887	$	8,962,863	$	(138,059)	$	(6,218,758)	$	3,719,304
Balance at September 30, 2021														Balance at September 30, 2021	$	259,396	$	858,733	$	9,154,512	$	(162,065)	$	(6,218,758)	$	3,891,818


		Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total stockholders' equity			Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive (loss) earnings		Treasury stock		Total stockholders' equity
Balance at March 31, 2020		$	258,745	$	862,747	$	8,314,525	$	(311,578)	$	(6,143,758)	$	2,980,681
Balance at June 30, 2020														Balance at June 30, 2020	$	258,768	$	869,526	$	8,368,620	$	(263,629)	$	(6,143,758)	$	3,089,527

Net earnings	Net earnings	0		0		124,766		0		0		124,766		Net earnings	—		—		200,300		—		—		200,300
Dividends paid ($0.49 per share)		0		0		(70,671)		0		0		(70,671)
Dividends paid ($0.495 per share)														Dividends paid ($0.495 per share)	—		—		(71,458)		—		—		(71,458)
Common stock issued for the exercise of share-based awards	Common stock issued for the exercise of share-based awards	23		(1,221)		0		0		0		(1,198)		Common stock issued for the exercise of share-based awards	125		(10,358)		—		—		—		(10,233)
Stock-based compensation expense	Stock-based compensation expense	0		4,968		0		0		0		4,968		Stock-based compensation expense	—		7,371		—		—		—		7,371

Other comprehensive earnings, net of tax	Other comprehensive earnings, net of tax	0		0		0		47,949		0		47,949		Other comprehensive earnings, net of tax	—		—		—		30,914		—		30,914
Other, net		0		3,032		0		0		0		3,032
Balance at June 30, 2020		$	258,768	$	869,526	$	8,368,620	$	(263,629)	$	(6,143,758)	$	3,089,527

Balance at September 30, 2020														Balance at September 30, 2020	$	258,893	$	866,539	$	8,497,462	$	(232,715)	$	(6,143,758)	$	3,246,421

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)


		Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive (loss) earnings		Treasury stock		Total stockholders' equity			Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total stockholders' equity
Balance at December 31, 2020	Balance at December 31, 2020	$	258,982	$	868,882	$	8,608,284	$	(153,254)	$	(6,197,121)	$	3,385,773	Balance at December 31, 2020	$	258,982	$	868,882	$	8,608,284	$	(153,254)	$	(6,197,121)	$	3,385,773
Net earnings	Net earnings	0		0		497,277		0		0		497,277		Net earnings	—		—		761,033		—		—		761,033
Dividends paid ($0.99 per share)		0		0		(142,698)		0		0		(142,698)
Dividends paid ($1.49 per share)														Dividends paid ($1.49 per share)	—		—		(214,805)		—		—		(214,805)
Common stock issued for the exercise of share-based awards	Common stock issued for the exercise of share-based awards	389		(33,457)		0		0		0		(33,068)		Common stock issued for the exercise of share-based awards	414		(35,252)		—		—		—		(34,838)
Stock-based compensation expense	Stock-based compensation expense	0		18,393		0		0		0		18,393		Stock-based compensation expense	—		25,053		—		—		—		25,053
Common stock acquired	Common stock acquired	0		0		0		0		(21,637)		(21,637)		Common stock acquired	—		—		—		—		(21,637)		(21,637)
Other comprehensive earnings, net of tax		0		0		0		15,195		0		15,195
Other comprehensive loss, net of tax														Other comprehensive loss, net of tax	—		—		—		(8,811)		—		(8,811)
Other, net	Other, net	0		69		0		0		0		69		Other, net	—		50		—		—		—		50
Balance at June 30, 2021		$	259,371	$	853,887	$	8,962,863	$	(138,059)	$	(6,218,758)	$	3,719,304
Balance at September 30, 2021														Balance at September 30, 2021	$	259,396	$	858,733	$	9,154,512	$	(162,065)	$	(6,218,758)	$	3,891,818


		Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total stockholders' equity			Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total stockholders' equity
Balance at December 31, 2019	Balance at December 31, 2019	$	258,552	$	869,719	$	8,211,257	$	(216,026)	$	(6,090,842)	$	3,032,660	Balance at December 31, 2019	$	258,552	$	869,719	$	8,211,257	$	(216,026)	$	(6,090,842)	$	3,032,660
Adoption of ASU 2016-13	Adoption of ASU 2016-13	0		0		(2,112)		0		0		(2,112)		Adoption of ASU 2016-13	—		—		(2,112)		—		—		(2,112)
Net earnings	Net earnings	0		0		301,045		0		0		301,045		Net earnings	—		—		501,345		—		—		501,345
Dividends paid ($0.98 per share)		0		0		(141,570)		0		0		(141,570)
Dividends paid ($1.475 per share)														Dividends paid ($1.475 per share)	—		—		(213,028)		—		—		(213,028)
Common stock issued for the exercise of share-based awards	Common stock issued for the exercise of share-based awards	216		(11,433)		0		0		0		(11,217)		Common stock issued for the exercise of share-based awards	341		(21,791)		—		—		—		(21,450)
Stock-based compensation expense	Stock-based compensation expense	0		8,220		0		0		0		8,220		Stock-based compensation expense	—		15,591		—		—		—		15,591
Common stock acquired	Common stock acquired	0		0		0		0		(52,916)		(52,916)		Common stock acquired	—		—		—		—		(52,916)		(52,916)
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	0		0		0		(47,603)		0		(47,603)		Other comprehensive loss, net of tax	—		—		—		(16,689)		—		(16,689)
Other, net	Other, net	0		3,020		0		0		0		3,020		Other, net	—		3,020		—		—		—		3,020
Balance at June 30, 2020		$	258,768	$	869,526	$	8,368,620	$	(263,629)	$	(6,143,758)	$	3,089,527
Balance at September 30, 2020														Balance at September 30, 2020	$	258,893	$	866,539	$	8,497,462	$	(232,715)	$	(6,143,758)	$	3,246,421

See Notes to Condensed Consolidated Financial Statements

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DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


		Six Months Ended June 30,					Nine Months Ended September 30,
		2021		2020			2021		2020
Operating Activities:	Operating Activities:					Operating Activities:
Net earnings	Net earnings	$	497,277	$	301,045	Net earnings	$	761,033	$	501,345

Adjustments to reconcile net earnings to cash from operating activities:	Adjustments to reconcile net earnings to cash from operating activities:					Adjustments to reconcile net earnings to cash from operating activities:

Depreciation and amortization	Depreciation and amortization	145,325		136,355		Depreciation and amortization	218,236		205,844
Stock-based compensation expense	Stock-based compensation expense	18,393		8,220		Stock-based compensation expense	25,053		15,591

Gain on sale of a business	Gain on sale of a business	0		(5,770)		Gain on sale of a business	—		(5,213)
Other, net	Other, net	(9,493)		(9,021)		Other, net	(11,969)		(7,731)
Cash effect of changes in assets and liabilities:	Cash effect of changes in assets and liabilities:					Cash effect of changes in assets and liabilities:
Accounts receivable, net	Accounts receivable, net	(192,192)		73,317		Accounts receivable, net	(222,521)		31,631
Inventories	Inventories	(144,903)		(80,883)		Inventories	(225,522)		(19,360)
Prepaid expenses and other assets	Prepaid expenses and other assets	(23,133)		(12,975)		Prepaid expenses and other assets	(38,290)		(24,198)
Accounts payable	Accounts payable	149,588		(93,609)		Accounts payable	199,877		(104,571)
Accrued compensation and employee benefits	Accrued compensation and employee benefits	(13,566)		(63,621)		Accrued compensation and employee benefits	32,284		(13,136)
Accrued expenses and other liabilities	Accrued expenses and other liabilities	14,289		77,336		Accrued expenses and other liabilities	42,084		131,279

Accrued and deferred taxes, net	Accrued and deferred taxes, net	(4,328)		17,278		Accrued and deferred taxes, net	8,321		(24,562)
Net cash provided by operating activities	Net cash provided by operating activities	437,257		347,672		Net cash provided by operating activities	788,586		686,919

Investing Activities:	Investing Activities:					Investing Activities:
Additions to property, plant and equipment	Additions to property, plant and equipment	(73,231)		(79,171)		Additions to property, plant and equipment	(121,157)		(123,564)
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(81,187)		(238,839)		Acquisitions, net of cash acquired	(171,287)		(258,674)
Proceeds from sale of property, plant and equipment	Proceeds from sale of property, plant and equipment	6,088		2,886		Proceeds from sale of property, plant and equipment	6,570		5,090
Proceeds from sale of businesses	Proceeds from sale of businesses	0		16,850		Proceeds from sale of businesses	—		15,400
Other	Other	(2,873)		0		Other	(768)		(1,250)
Net cash used in investing activities	Net cash used in investing activities	(151,203)		(298,274)		Net cash used in investing activities	(286,642)		(362,998)

Financing Activities:	Financing Activities:					Financing Activities:
Repurchase of common stock	Repurchase of common stock	(21,637)		(52,916)		Repurchase of common stock	(21,637)		(52,916)

Change in notes payable	Change in notes payable	0		420,300		Change in notes payable	—		5,811
Dividends paid to stockholders	Dividends paid to stockholders	(142,698)		(141,570)		Dividends paid to stockholders	(214,805)		(213,028)
Payments to settle employee tax obligations on exercise of share-based awards	Payments to settle employee tax obligations on exercise of share-based awards	(33,068)		(11,217)		Payments to settle employee tax obligations on exercise of share-based awards	(34,838)		(21,450)

Other	Other	(2,785)		(1,101)		Other	(3,518)		(1,753)
Net cash (used in) provided by financing activities		(200,188)		213,496
Net cash used in financing activities						Net cash used in financing activities	(274,798)		(283,336)

Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	2,418		(11,115)		Effect of exchange rate changes on cash and cash equivalents	(1,077)		(10,337)

Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	88,284		251,779		Net increase in cash and cash equivalents	226,069		30,248
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	513,075		397,253		Cash and cash equivalents at beginning of period	513,075		397,253
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	601,359	$	649,032	Cash and cash equivalents at end of period	$	739,144	$	427,501

See Notes to Condensed Consolidated Financial Statements

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1. Basis of Presentation

The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim periods and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America ("GAAP") for complete financial statements. These unaudited interim Condensed Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes for Dover Corporation ("Dover" or the "Company") for the year ended December 31, 2020, included in the Company's Annual Report on Form 10-K filed with the SEC on February 12, 2021. The year-end Condensed Consolidated Balance Sheet was derived from audited financial statements. Certain amounts in the prior periods have been reclassified to conform to the current year presentation.

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

2. Revenue

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.

Over 95% of the Company’s performance obligations are recognized at a point in time that relate to the manufacture and sale of a broad range of products and components. Revenue is recognized when control transfers to the customer upon shipment or completion of installation, testing, certification, or other substantive acceptance provisions required under the contract. Less than 5% of the Company’s revenue is recognized over time and relates to the sale of equipment or 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 our performance creates or enhances an asset the customer controls as the asset is created or enhanced, or our 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.

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 17 — Segment Information for revenue by segment and geographic location.

At ~~June~~September 30, 2021, we estimated that ~~$272~~$260 million 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 ~~58%~~48% of our unsatisfied (or partially unsatisfied) performance obligations as revenue through 2022, with the remaining balance to be recognized in 2023 and thereafter.

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


		June 30, 2021		December 31, 2020		December 31, 2019			September 30, 2021		December 31, 2020		December 31, 2019

Contract assets	Contract assets	$	15,079	$	15,020	$	14,894	Contract assets	$	25,454	$	15,020	$	14,894
Contract liabilities - current	Contract liabilities - current	189,317		184,845		104,901		Contract liabilities - current	195,509		184,845		104,901
Contract liabilities - non-current	Contract liabilities - non-current	22,534		13,921		10,921		Contract liabilities - non-current	24,415		13,921		10,921

In the fourth quarter of 2020, the Company adjusted its prior year balance sheet classification and footnote disclosure related to certain upfront cash consideration received from customers that should have been classified as contract liabilities (included in deferred revenue or other liabilities) rather than customer deposits (included in accounts payable).

The revenue recognized during the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 that was included in contract liabilities at the beginning of the period, inclusive of adjustments, amounted to ~~$139,891~~$155,255 and ~~$63,778,~~$76,766, respectively.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

3. Acquisitions

2021 Acquisitions

During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company acquired ~~four~~six businesses in separate transactions for total consideration of ~~$88,457,~~$178,556, net of cash acquired and including contingent consideration. These businesses were acquired to complement and expand upon existing operations within the Engineered Products, Imaging & Identification, Pumps & Process Solutions, and Fueling 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. ~~The goodwill~~Goodwill of $29,808 is deductible for income tax purposes and $81,561 is non-deductible for income tax purposes for these acquisitions.

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 $60,611, 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 $29,808 and intangible assets of $20,200, primarily related to customer intangibles. The Espy acquisition will be treated as an asset acquisition for U.S. income tax purposes, classifying the goodwill and intangibles as tax deductible.

On July 23, 2021, the Company acquired 100% of the voting stock of CDS Visual, Inc. ("CDS Visual"), a leading provider of 3D visualization solutions tailored for ~~these acquisitions.~~industrial applications, for $29,347, 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 $20,337 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 leading provider of consumer engagement and brand protection software solutions, for $29,035, 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 ~~$19,705~~$19,378 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 leading provider of single-use, recyclable pumps, for $23,896, 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 ~~$15,596~~$14,476 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 leading provider of secure wireless communications solutions for the convenience and fuel retail industry, for ~~$34,003,~~$34,144, net of cash acquired. The AvaLAN acquisition extends the Company's reach into the systems and software offering within the Fueling Solutions segment. In connection with this acquisition, the Company recorded goodwill of ~~$26,495~~$26,679 and intangible assets of $14,630, primarily related to customer intangibles.

One other immaterial acquisition was completed during the ~~six~~nine months ended ~~June~~September 30, 2021 within the Pumps & Process Solutions segment.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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


	Total
Current assets, net of cash acquired	$	~~5,128~~12,343
Property, plant and equipment	~~1,854~~8,088
Goodwill	~~62,487~~111,369
Intangible assets	~~38,914~~69,044
Other assets and deferred charges	~~415~~4,104
Current liabilities	~~(11,604)~~(12,097)
Other liabilities	~~(8,737)~~(14,295)
Net assets acquired	$	~~88,457~~178,556

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

Amount allocated Useful life
(in years)
Goodwill - non-deductible $ 62,487 na
Customer intangibles 18,892 12 - 15
Unpatented technologies 9,710 7 - 8
Patents 6,006 9
Trademarks 4,306 15
$ 101,401

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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


	Amount allocated		Useful life (in years)
Goodwill - tax deductible	$	29,808	na
Goodwill - non-deductible	81,561		na
Customer intangibles	33,692		12	-	15
Unpatented technologies	22,680		7	-	12
Patents	6,006		9
Trademarks	6,666		15

	$	180,413

2020 Acquisitions

During the ~~six~~nine months ended ~~June~~September 30, 2020, the Company acquired ~~three~~five businesses in separate transactions for total consideration of ~~$238,839,~~$258,674, net of cash acquired. These businesses were acquired to complement and expand upon existing operations within the Imaging & Identification, Engineered Products 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 in the amount of ~~$33,159~~$33,183 is deductible for U.S. income tax purposes and goodwill in the amount of ~~$112,178~~$124,691 is non-deductible for U.S. income tax purposes for these acquisitions.

On August 20, 2020, the Company acquired 100% of the voting stock of Solaris Laser S.A. ("Solaris"), a global manufacturer of product identification and traceability solutions for $18,605, net of cash acquired. The Solaris acquisition enhances the Imaging & Identification segment's growing laser technology product line and further strengthens its position as a leading provider of marking and coding equipment and solutions. In connection with this acquisition, the Company recorded goodwill of $11,693 and intangible assets of $3,280, primarily related to unpatented technology.

On April 30, 2020, the Company acquired 100% of the voting stock of em-tec GmbH ("Em-tec"), a leading designer and manufacturer of flow measurement devices that serve a wide array of medical and biopharmaceutical applications for $30,396, net of cash acquired. The Em-tec acquisition further expands the Company's reach into biopharma and other hygienic applications and enhances its portfolio of flow control technologies within the Pumps & Process Solutions segment. In connection with this acquisition, the Company recorded goodwill of $19,572 and intangible assets of $8,344, primarily related to customer intangibles.

On February 18, 2020, the Company acquired 100% of the voting stock of So. Cal. Soft-Pak, Incorporated ("Soft-Pak"), a leading specialized provider of integrated back office, route management and customer relationship management software solutions to the waste and recycling fleet industry for $45,500, net of cash acquired. The Soft-Pak acquisition strengthens the digital offerings within the Engineered Products segment. In connection with this acquisition, the Company recorded goodwill of ~~$33,159~~$33,183 and intangible assets of $12,800, primarily related to customer intangibles.

On January 24, 2020, the Company acquired 100% of the voting stock of Sys-Tech Solutions, Inc. ("Systech"), a leading provider of product traceability, regulatory compliance and brand-protection software and solutions to pharmaceutical and consumer products manufacturers, for ~~$162,943,~~$161,830, net of cash acquired. The Systech acquisition strengthens the portfolio of solutions offered by the Imaging & Identification segment. In connection with this acquisition, the Company recorded goodwill

Table of ~~$92,606~~Contents

DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

of $91,493 and intangible assets of $76,100, primarily related to customer intangibles.

One other immaterial acquisition was completed during the nine months ended September 30, 2020, within the Pumps & Process Solutions segment.

The pro forma effects of the 2021 and 2020 acquisitions are not material to the Company's Consolidated Statements of Earnings.

4. Disposed Operations

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.

2021

There were no dispositions for the ~~six~~nine months ended ~~June~~September 30, 2021.

See Note 21 — Subsequent Events for information on a definitive agreement to sell Unified Brands business ("Unified Brands") which is part of the Refrigeration & Food Equipment segment.

2020

On March 6, 2020, the Company completed the sale of the Chino, California branch of The AMS Group ("AMS Chino"), a wholly owned subsidiary of the Company. The Company recognized a net consideration of $15,400, which included a working capital adjustment recognized in the second quarter and paid in the third quarter of 2020. This sale resulted in a pre-tax gain on sale of ~~$5,770~~$5,213 included within the Condensed Consolidated Statements of Earnings and within the Refrigeration & Food Equipment Segment for the ~~six~~nine months ended ~~June~~September 30, 2020. 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.

5. Inventories, net


	September 30, 2021		December 31, 2020
Raw materials	$	624,365	$	497,604
Work in progress	232,264		152,360
Finished goods	333,021		304,760
Subtotal	1,189,650		954,724
Less reserves	(133,819)		(118,920)
Total	$	1,055,831	$	835,804

6. Property, Plant and Equipment, net


	September 30, 2021		December 31, 2020
Land	$	61,433	$	60,287
Buildings and improvements	576,597		570,366
Machinery, equipment and other	1,817,417		1,772,772
Property, plant and equipment, gross	2,455,447		2,403,425
Accumulated depreciation	(1,549,179)		(1,506,099)
Property, plant and equipment, net	$	906,268	$	897,326

Depreciation expense totaled $36,913 and $34,096 for the three months ended September 30, 2021 and 2020, respectively. For the nine months ended September 30, 2021 and 2020, depreciation expense was $111,152 and $102,016, respectively.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~5. Inventories, net~~
June 30, 2021 December 31, 2020
Raw materials $ 569,178 $ 497,604
Work in progress 206,293 152,360
Finished goods 332,474 304,760
Subtotal 1,107,945 954,724
Less reserves (130,114) (118,920)
Total $ 977,831 $ 835,804

~~6. Property, Plant and Equipment, net~~
June 30, 2021 December 31, 2020
Land $ 61,598 $ 60,287
Buildings and improvements 571,326 570,366
Machinery, equipment and other 1,797,637 1,772,772
Property, plant and equipment, gross 2,430,561 2,403,425
Accumulated depreciation (1,535,010) (1,506,099)
Property, plant and equipment, net $ 895,551 $ 897,326

Depreciation expense totaled $36,045 and $33,365 for the three months ended June 30, 2021 and 2020, respectively. For the six months ended June 30, 2021 and 2020, depreciation expense was $74,239 and $67,920, respectively.

7. Credit Losses

Effective January 1, 2020, the Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments prospectively. This ASU replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade receivables. The amendment requires entities to consider forward-looking information to estimate expected credit losses, resulting in earlier recognition of losses for receivables that are current or not yet due, which were not considered under the previous accounting guidance. Upon adoption, the Company recorded a noncash cumulative effect adjustment to retained earnings of $2.1 million, net of $0.6 million of income taxes, on the opening consolidated balance sheet as of January 1, 2020.

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 customers. Balances are written off when determined to be uncollectible.

The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected.


		2021		2020			2021		2020
Beginning Balance, December 31 of the Prior Year	Beginning Balance, December 31 of the Prior Year	$	40,474	$	29,381	Beginning Balance, December 31 of the Prior Year	$	40,474	$	29,381
Adoption of ASU 2016-13, cumulative-effect adjustment to retained earnings	Adoption of ASU 2016-13, cumulative-effect adjustment to retained earnings	0		2,706		Adoption of ASU 2016-13, cumulative-effect adjustment to retained earnings	—		2,706
Provision for expected credit losses, net of recoveries	Provision for expected credit losses, net of recoveries	2,209		8,545		Provision for expected credit losses, net of recoveries	4,744		10,248
Amounts written off charged against the allowance	Amounts written off charged against the allowance	(2,460)		(1,490)		Amounts written off charged against the allowance	(3,991)		(2,113)
Other, including dispositions and foreign currency translation	Other, including dispositions and foreign currency translation	311		(317)		Other, including dispositions and foreign currency translation	371		171
Ending balance, June 30		$	40,534	$	38,825
Ending balance, September 30						Ending balance, September 30	$	41,598	$	40,393

8. Goodwill and Other Intangible Assets

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


	Engineered Products		Fueling Solutions		Imaging & Identification		Pumps & Process Solutions		Refrigeration & Food Equipment		Total
Balance at December 31, 2020	$	682,985	$	940,973	$	1,117,589	$	786,280	$	544,715	$	4,072,542
Acquisitions	50,145		26,679		19,378		15,167		—		111,369
Purchase price adjustments	—		1,314		(1,926)		—		—		(612)

Foreign currency translation	(5,037)		(2,945)		(16,561)		(4,230)		(680)		(29,453)
Balance at September 30, 2021	$	728,093	$	966,021	$	1,118,480	$	797,217	$	544,035	$	4,153,846

During the nine months ended September 30, 2021, the Company recognized additions of $111,369 to goodwill as a result of acquisitions as discussed in Note 3 — Acquisitions. During the nine months ended September 30, 2021, the Company recorded purchase price adjustments that reduced goodwill by $612, principally related to working capital adjustments for 2020 acquisitions within the Fueling Solutions and Imaging & Identification segments.

1011

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~8. Goodwill and Other Intangible Assets~~

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

Engineered Products Fueling Solutions Imaging & Identification Pumps & Process Solutions Refrigeration & Food Equipment Total
Balance at December 31, 2020 $ 682,985 $ 940,973 $ 1,117,589 $ 786,280 $ 544,715 $ 4,072,542
Acquisitions 0 26,495 19,705 16,287 0 62,487
Purchase price adjustments 0 1,084 (1,926) 0 0 (842)
Foreign currency translation (1,958) 5,022 (9,007) (1,190) (363) (7,496)
Balance at June 30, 2021 $ 681,027 $ 973,574 $ 1,126,361 $ 801,377 $ 544,352 $ 4,126,691

During the six months ended June 30, 2021, the Company recognized additions of $62,487 to goodwill as a result of acquisitions as discussed in Note 3 — Acquisitions. During the six months ended June 30, 2021, the Company recorded purchase price adjustments that reduced goodwill by $842, principally related to working capital adjustments for 2020 acquisitions within the Fueling Solutions and Imaging & Identification segments.

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


		June 30, 2021						December 31, 2020							September 30, 2021						December 31, 2020
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets:	Amortized intangible assets:													Amortized intangible assets:
Customer intangibles	Customer intangibles	$	1,572,396	$	880,801	$	691,595	$	1,559,771	$	834,798	$	724,973	Customer intangibles	$	1,577,058	$	900,659	$	676,399	$	1,559,771	$	834,798	$	724,973
Trademarks	Trademarks	237,022		111,620		125,402		233,205		103,907		129,298		Trademarks	238,121		115,076		123,045		233,205		103,907		129,298
Patents	Patents	168,644		143,022		25,622		163,299		141,182		22,117		Patents	167,966		143,855		24,111		163,299		141,182		22,117
Unpatented technologies	Unpatented technologies	189,731		118,689		71,042		180,947		113,404		67,543		Unpatented technologies	201,573		121,243		80,330		180,947		113,404		67,543
Distributor relationships	Distributor relationships	86,888		54,077		32,811		87,028		51,611		35,417		Distributor relationships	85,861		54,847		31,014		87,028		51,611		35,417
Drawings and manuals	Drawings and manuals	28,581		26,862		1,719		29,198		26,193		3,005		Drawings and manuals	28,233		27,136		1,097		29,198		26,193		3,005
Other	Other	23,996		19,915		4,081		23,901		19,324		4,577		Other	23,486		20,177		3,309		23,901		19,324		4,577
Total	Total	2,307,258		1,354,986		952,272		2,277,349		1,290,419		986,930		Total	2,322,298		1,382,993		939,305		2,277,349		1,290,419		986,930
Unamortized intangible assets:	Unamortized intangible assets:													Unamortized intangible assets:
Trademarks	Trademarks	96,837		0		96,837		96,842		0		96,842		Trademarks	96,780		—		96,780		96,842		—		96,842
Total intangible assets, net	Total intangible assets, net	$	2,404,095	$	1,354,986	$	1,049,109	$	2,374,191	$	1,290,419	$	1,083,772	Total intangible assets, net	$	2,419,078	$	1,382,993	$	1,036,085	$	2,374,191	$	1,290,419	$	1,083,772

For the three months ended ~~June~~September 30, 2021 and 2020, amortization expense was ~~$35,474~~$35,998 and ~~$34,238,~~$35,393, respectively, including acquisition-related intangible amortization of ~~$35,048~~$35,587 and ~~$33,829,~~$34,797, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, amortization expense was ~~$71,086~~$107,084 and ~~$68,435,~~$103,828, respectively, including acquisition-related intangible amortization of ~~$70,221~~$105,808 and ~~$67,646,~~$102,443, respectively.

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

9. Restructuring Activities

The Company's restructuring charges by segment were as follows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Engineered Products	Engineered Products	$	4,339	$	4,160	$	8,330	$	4,518	Engineered Products	$	870	$	2,342	$	9,200	$	6,860
Fueling Solutions	Fueling Solutions	1,415		911		1,464		2,386		Fueling Solutions	1,620		1,572		3,084		3,958
Imaging & Identification	Imaging & Identification	174		(522)		864		(266)		Imaging & Identification	168		99		1,032		(167)
Pumps & Process Solutions	Pumps & Process Solutions	904		4,706		887		8,552		Pumps & Process Solutions	639		1,719		1,526		10,271
Refrigeration & Food Equipment	Refrigeration & Food Equipment	2,283		2,213		3,344		2,773		Refrigeration & Food Equipment	1,293		534		4,637		3,307
Corporate	Corporate	321		816		982		1,662		Corporate	200		474		1,182		2,136
Total	Total	$	9,436	$	12,284	$	15,871	$	19,625	Total	$	4,790	$	6,740	$	20,661	$	26,365

These amounts are classified in the Condensed Consolidated Statements of Earnings as follows:	These amounts are classified in the Condensed Consolidated Statements of Earnings as follows:									These amounts are classified in the Condensed Consolidated Statements of Earnings as follows:
Cost of goods and services	Cost of goods and services	$	4,839	$	7,557	$	8,746	$	9,099	Cost of goods and services	$	2,194	$	2,710	$	10,940	$	11,809
Selling, general and administrative expenses	Selling, general and administrative expenses	4,597		4,727		7,125		10,526		Selling, general and administrative expenses	2,596		4,030		9,721		14,556
Total	Total	$	9,436	$	12,284	$	15,871	$	19,625	Total	$	4,790	$	6,740	$	20,661	$	26,365

The restructuring expenses of ~~$9,436~~$4,790 and $~~15,871~~20,661 incurred during the three and ~~six~~nine months ended ~~June~~September 30, 2021 were primarily the result of restructuring programs initiated in 2020 and 2021 in response to demand conditions, asset charges related to a product line exit and broad-based operational efficiency initiatives focusing on footprint consolidation and IT centralization. Additional programs, beyond the scope of the announced programs, may be implemented during 2021 with related restructuring charges.

The ~~$9,436~~$4,790 of restructuring charges incurred during the ~~second~~third quarter of 2021 primarily included the following items:

•The Engineered Products segment recorded ~~$4,339~~$870 of restructuring charges related principally to asset charges related to a product line exit.

•~~The Fueling Solutions segment recorded $1,415 of restructuring charges primarily due to headcount reductions.~~

•~~The Imaging & Identification segment recorded restructuring charges of $174 principally related to asset charges of a production plant exit.~~

•~~The Pumps & Process Solutions segment recorded $904 of restructuring charges primarily related to headcount reductions.~~

•~~The Refrigeration & Food Equipment segment recorded $2,283 of restructuring expense primarily due to headcount reductions.~~

•~~Corporate recorded $321 of restructuring charges primarily related to exit costs associated with IT centralization initiatives.~~

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

Severance Exit Total
Balance at December 31, 2020 $ 10,547 $ 4,366 $ 14,913
Restructuring charges 6,680 9,191 15,871
Payments (7,483) (3,625) (11,108)
Other, including foreign currency translation (66) (6,718) (1) (6,784)
Balance at June 30, 2021 $ 9,678 $ 3,214 $ 12,892

~~(1)~~ ~~Other activity in exit reserves primarily represents asset charges related to a product line exit.~~

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

•The Fueling Solutions segment recorded $1,620 of restructuring charges primarily due to asset charges, headcount reductions and facility exit costs.

•The Imaging & Identification segment recorded restructuring charges of $168 primarily related to headcount reductions.

•The Pumps & Process Solutions segment recorded $639 of restructuring charges primarily related to asset charges.

•The Refrigeration & Food Equipment segment recorded $1,293 of restructuring expense primarily due to asset charges.

•Corporate recorded $200 of restructuring charges primarily related to exit costs associated with IT centralization initiatives.

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


	Severance		Exit			Total
Balance at December 31, 2020	$	10,547	$	4,366		$	14,913
Restructuring charges	7,933		12,728			20,661
Payments	(9,625)		(4,500)			(14,125)


Other, including foreign currency translation	(190)		(9,342)		(1)	(9,532)
Balance at September 30, 2021	$	8,665	$	3,252		$	11,917

(1) Other activity in exit reserves primarily represents asset charges related to a product line exit.

10. Borrowings

Borrowings consisted of the following:


				Carrying amount (1)							Carrying amount (1)
		Principal		June 30, 2021		December 31, 2020			Principal		September 30, 2021		December 31, 2020
Long-term	Long-term							Long-term
3.15% 10-year notes due November 15, 2025	3.15% 10-year notes due November 15, 2025	$	400,000	$	397,053	$	396,716	3.15% 10-year notes due November 15, 2025	$	400,000	$	397,221	$	396,716
1.25% 10-year notes due November 9, 2026 (euro-denominated)	1.25% 10-year notes due November 9, 2026 (euro-denominated)	€	600,000	709,887		724,310		1.25% 10-year notes due November 9, 2026 (euro-denominated)	€	600,000	697,073		724,310
0.750% 8-year notes due November 4, 2027 (euro denominated)	0.750% 8-year notes due November 4, 2027 (euro denominated)	€	500,000	591,052		603,107		0.750% 8-year notes due November 4, 2027 (euro denominated)	€	500,000	580,355		603,107
6.65% 30-year debentures due June 1, 2028	6.65% 30-year debentures due June 1, 2028	$	200,000	199,305		199,255		6.65% 30-year debentures due June 1, 2028	$	200,000	199,331		199,255
2.950% 10-year notes due November 4, 2029	2.950% 10-year notes due November 4, 2029	$	300,000	296,839		296,650		2.950% 10-year notes due November 4, 2029	$	300,000	296,934		296,650
5.375% 30-year debentures due October 15, 2035	5.375% 30-year debentures due October 15, 2035	$	300,000	296,434		296,309		5.375% 30-year debentures due October 15, 2035	$	300,000	296,497		296,309
6.60% 30-year notes due March 15, 2038	6.60% 30-year notes due March 15, 2038	$	250,000	248,109		248,053		6.60% 30-year notes due March 15, 2038	$	250,000	248,137		248,053
5.375% 30-year notes due March 1, 2041	5.375% 30-year notes due March 1, 2041	$	350,000	344,567		344,429		5.375% 30-year notes due March 1, 2041	$	350,000	344,636		344,429

Total long-term debt	Total long-term debt			$	3,083,246	$	3,108,829	Total long-term debt			$	3,060,184	$	3,108,829

(1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discounts were

$~~16.4~~15.8 million and $17.6 million as of ~~June~~September 30, 2021 and December 31, 2020, respectively. Total deferred debt issuance costs were ~~$13.5~~$13.0 million and $14.4 million as of ~~June~~September 30, 2021 and December 31, 2020, respectively.

As of ~~June~~September 30, 2021, the Company maintained a $1.0 billion five-year unsecured revolving credit facility (the "Credit Agreement") with a syndicate of banks which expires on October 4, 2024. At the Company's election, loans under the Credit Agreement will bear interest at a base rate plus an applicable margin. The Credit Agreement requires the Company to pay a facility fee and imposes various restrictions on the Company such as, among other things, a requirement to maintain a minimum interest coverage ratio of EBITDA to consolidated net interest expense of not less than 3.0 to 1. The Company uses the Credit Agreement principally as liquidity back-up for its commercial paper program and for general corporate purposes.

The Company was in compliance with all covenants in the Credit Agreement and other long-term debt covenants at ~~June~~September 30, 2021 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of ~~13.9~~14.9 to 1.

As of ~~June~~September 30, 2021, the Company had approximately ~~$153.2~~$154.8 million outstanding in letters of credit, surety bonds, and performance and other guarantees which expire on various dates through 2029. 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.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

11. Financial Instruments

Derivatives

The Company is exposed to market risk for changes in foreign currency exchange rates due to the global nature of its operations and certain commodity risks. In order to manage these risks, the Company has hedged portions of its forecasted sales and purchases to occur within the next twelve months that are denominated in non-functional currencies, with currency forward contracts designated as cash flow hedges. At ~~June~~September 30, 2021 and December 31, 2020, the Company had contracts with total notional amounts of ~~$184,212~~$178,702 and $173,674, respectively, to exchange currencies, principally Euro, Pound Sterling, Swedish Krona, Chinese Yuan, Canadian Dollar, 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 ~~$90,842~~$90,088 and $73,755 as of ~~June~~September 30, 2021 and December 31, 2020, respectively, that are not designated as hedging instruments. These instruments are used to reduce the Company's exposure for operating receivables and payables that are denominated in non-functional currencies. Gains and losses on these contracts are recorded in other income, net in the Condensed Consolidated Statements of Earnings.

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

The following table sets forth the fair values of derivative instruments held by the Company as of ~~June~~September 30, 2021 and December 31, 2020 and the balance sheet lines in which they are recorded:


		Fair Value Asset (Liability)						Fair Value Asset (Liability)
		June 30, 2021		December 31, 2020		Balance Sheet Caption		September 30, 2021		December 31, 2020		Balance Sheet Caption
Foreign currency forward	Foreign currency forward	$	2,191	$	2,325	Prepaid and other current assets	Foreign currency forward	$	1,701	$	2,325	Prepaid and other current assets
Foreign currency forward	Foreign currency forward	(549)		(2,057)		Other accrued expenses	Foreign currency forward	(166)		(2,057)		Other accrued expenses

For a cash flow hedge, the change in estimated fair value of a hedging instrument is recorded in accumulated other comprehensive (loss) earnings as a separate component of the Condensed Consolidated Statements of Stockholders' Equity and is reclassified into revenues and cost of goods and services in the Condensed Consolidated Statements of Earnings during the period in which the hedged transaction is settled. The amount of gains or losses from hedging activity recorded in earnings is not significant, and the amount of unrealized gains and losses from cash flow hedges that are expected to be reclassified to earnings in the next twelve months is not significant; therefore, additional tabular disclosures are not presented. There are no amounts excluded from the assessment of hedge effectiveness and the Company's derivative instruments that are subject to credit risk contingent features were not significant.

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

The Company has designated the €600,000 and €500,000 of euro-denominated notes issued November 9, 2016 and November 4, 2019, respectively, as hedges of a portion of its net investment in euro-denominated operations. Changes in the value of the euro-denominated debt are recognized in foreign currency translation adjustments within other comprehensive earnings of the Condensed Consolidated Statements of Comprehensive Earnings to offset changes in the value of the net investment in euro-denominated operations.

Amounts recognized in other comprehensive earnings for the gains (losses) on net investment hedges were as follows:

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
(Loss) gain on euro-denominated debt $ (18,894) $ (36,904) $ 27,539 $ (13,280)
Tax benefit (expense) 4,269 8,028 (6,223) 2,889
Net (loss) gain on net investment hedges, net of tax $ (14,625) $ (28,876) $ 21,316 $ (10,391)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Gain (loss) on euro-denominated debt	$	24,032	$	(45,379)	$	51,571	$	(58,659)
Tax (expense) benefit	(5,446)		9,872		(11,669)		12,761
Net gain (loss) on net investment hedges, net of tax	$	18,586	$	(35,507)	$	39,902	$	(45,898)

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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.

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.

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of ~~June~~September 30, 2021 and December 31, 2020:

June 30, 2021

December 31, 2020

September 30, 2021

December 31, 2020

Level 2

Assets:

Foreign currency cash flow hedges

2,191

2,325

Foreign currency cash flow hedges

1,701

2,325

Liabilities:

Foreign currency cash flow hedges

549

2,057

Foreign currency cash flow hedges

166

2,057

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

The estimated fair value of long-term debt at ~~June~~September 30, 2021 and December 31, 2020, was ~~$3,555,797~~$3,520,716 and $3,635,673, 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 notes payable are reasonable estimates of their fair values as of ~~June~~September 30, 2021 and December 31, 2020 due to the short-term nature of these instruments.

12. Income Taxes

The effective tax rates for the three months ended ~~June~~September 30, 2021 and 2020 were ~~18.2%~~19.5% and ~~20.4%~~20.2%, respectively. The decrease in the effective tax rate for the three months ended ~~June~~September 30, 2021 relative to the prior comparable period was primarily driven by favorable audit settlements.

The effective tax rates for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 were ~~18.8%~~19.0% and ~~18.7%~~19.3%, respectively. The ~~increase~~decrease in the effective tax rate for the ~~six~~nine months ended ~~June~~September 30, 2021 relative to the prior year comparable period was primarily driven by ~~an increase in earnings base.~~favorable audit settlements.

Dover and its subsidiaries file tax returns in the U.S., including various state and local returns, and in other foreign jurisdictions. We believe adequate provision has been made for all income tax uncertainties. The Company is routinely audited by taxing authorities in its filing jurisdictions, and a number of these audits are currently underway. The Company believes that within the next twelve months uncertain tax positions may be resolved and statutes of limitations will expire, which could result in a decrease in the gross amount of unrecognized tax benefits of approximately 0zero to ~~$3.7~~$9.7 million.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

13. Equity Incentive Program

The Company typically grants equity awards annually at its regularly scheduled first quarter meeting of the Compensation Committee of the Board of Directors. During the ~~six~~nine months ended ~~June~~September 30, 2021, the Company issued stock-settled appreciation rights ("SARs") covering ~~412,531~~413,173 shares, performance share awards of 50,371 and restricted stock units ("RSUs") of ~~83,001.~~83,993.

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

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

The assumptions used in determining the fair value of the SARs awarded during the respective periods were as follows:


	SARs
	2021		2020
Risk-free interest rate	0.59	%	1.44	%
Dividend yield	1.62	%	1.65	%
Expected life (years)	5.5		5.5
Volatility	30.49	%	22.76	%

Grant price	$122.73		$119.86
Fair value per share at date of grant	$29.08		$22.54

The performance share awards granted in 2021 and 2020 are market condition awards as attainment is based on Dover's performance relative to its peer group (companies listed under the S&P 500 Industrials sector) for the relevant performance period. The performance period and vesting period for these awards is three years. These awards were valued on the date of grant using the Monte Carlo simulation model (a binomial lattice-based valuation model) and are generally recognized ratably over the vesting period, and the fair value is not subject to change based on future market conditions. The assumptions used in determining the fair value of the performance shares granted in the respective periods were as follows:


	Performance Shares
	2021		2020
Risk-free interest rate	0.19	%	1.40	%
Dividend yield	1.62	%	1.65	%
Expected life (years)	2.9		2.9
Volatility	31.90	%	23.30	%

Grant price	$122.73		$119.86
Fair value per share at date of grant	$148.29		$165.71

The Company also has granted RSUs, and the fair value of these awards was determined using Dover's closing stock price on the date of grant.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Stock-based compensation is reported within selling, general and administrative expenses in the Condensed Consolidated Statements of Earnings. The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Pre-tax stock-based compensation expense	Pre-tax stock-based compensation expense	$	6,872	$	4,968	$	18,393	$	8,220	Pre-tax stock-based compensation expense	$	6,660	$	7,371	$	25,053	$	15,591
Tax benefit	Tax benefit	(559)		(619)		(1,781)		(968)		Tax benefit	(576)		(854)		(2,357)		(1,822)
Total stock-based compensation expense, net of tax	Total stock-based compensation expense, net of tax	$	6,313	$	4,349	$	16,612	$	7,252	Total stock-based compensation expense, net of tax	$	6,084	$	6,517	$	22,696	$	13,769

The increase in stock-based compensation expense for the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the prior comparable period was primarily due to plan amendments made in the current year, ~~accelerating~~which accelerated the vesting onof shares awarded to retirement-eligible employees, ~~in the first quarter of the current year,~~ as well as lower performance share attainment rates in the prior year.

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

14. Commitments and Contingent Liabilities

Litigation

Certain of the Company’s subsidiaries are involved in legal proceedings relating to the cleanup of waste disposal sites identified under federal and state statutes that provide for the allocation of such costs among "potentially responsible parties." In each instance, the extent of the Company’s liability appears to be very small 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, certain 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 ~~June~~September 30, 2021 and December 31, 2020, the Company had estimated liabilities totaling ~~$28,921~~$29,887 and $30,431, respectively, for environmental and other matters, including private party claims for exposure to hazardous substances that are probable and estimable.

The Company and certain 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 the availability and extent of insurance coverage. The Company has estimated liabilities for legal matters that are probable and estimable, and at ~~June~~September 30, 2021 and December 31, 2020, these estimated liabilities were not significant. While it is not possible at this time to predict the outcome of these legal actions, in the opinion of management, based on the aforementioned reviews, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, could have a material effect on its financial position, results of operations, or cash flows.

Warranty Accruals

Estimated warranty program claims are provided for at the time of sale of the Company's products. Amounts provided for are based on historical costs and adjusted for new claims and are included within other accrued expenses and other liabilities in the Condensed Consolidated Balance Sheet. The changes in the carrying amount of product warranties through ~~June~~September 30, 2021 and 2020, were as follows:


		2021		2020			2021		2020
Beginning Balance, December 31 of the Prior Year	Beginning Balance, December 31 of the Prior Year	$	51,088	$	49,116	Beginning Balance, December 31 of the Prior Year	$	51,088	$	49,116
Provision for warranties	Provision for warranties	34,900		25,341		Provision for warranties	53,747		42,647
Settlements made	Settlements made	(34,424)		(28,104)		Settlements made	(50,350)		(44,396)
Other adjustments, including acquisitions and currency translation	Other adjustments, including acquisitions and currency translation	(528)		(455)		Other adjustments, including acquisitions and currency translation	(1,301)		129
Ending balance, June 30		$	51,036	$	45,898
Ending balance, September 30						Ending balance, September 30	$	53,184	$	47,496

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

15. Employee Benefit Plans

Retirement Plans

The Company sponsors qualified defined benefit pension plans covering certain employees of the Company and its subsidiaries, although the U.S. qualified and non-qualified defined benefit plans are closed to new entrants. 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 tables below set forth the components of the Company’s net periodic expense (income) relating to retirement benefit plans. The service cost component is recognized within selling, general and administrative expenses and cost of goods and services, depending on the functional area of the underlying employees included in the plans, and the non-operating components of pension costs are included within other income, net in the Condensed Consolidated Statements of Earnings.

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

Qualified Defined Benefits


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended September 30,								Nine Months Ended September 30,
		U.S. Plan				Non-U.S. Plans				U.S. Plan				Non-U.S. Plans					U.S. Plan				Non-U.S. Plans				U.S. Plan				Non-U.S. Plans
		2021		2020		2021		2020		2021		2020		2021		2020			2021		2020		2021		2020		2021		2020		2021		2020
Service cost	Service cost	$	1,784	$	1,706	$	1,397	$	1,295	$	3,567	$	3,412	$	2,839	$	2,588	Service cost	$	1,784	$	1,706	$	1,398	$	1,366	$	5,351	$	5,118	$	4,238	$	3,954
Interest cost	Interest cost	3,401		4,068		695		796		6,803		8,136		1,363		1,621		Interest cost	3,401		4,068		674		839		10,204		12,204		2,036		2,460
Expected return on plan assets	Expected return on plan assets	(7,245)		(7,869)		(1,820)		(1,637)		(14,490)		(15,738)		(3,619)		(3,314)		Expected return on plan assets	(7,245)		(7,869)		(1,793)		(1,719)		(21,735)		(23,607)		(5,412)		(5,033)
Amortization:	Amortization:																	Amortization:
Prior service cost (credit)	Prior service cost (credit)	53		57		(162)		(120)		106		114		(330)		(239)		Prior service cost (credit)	53		57		(163)		(126)		159		170		(494)		(365)
Recognized actuarial loss	Recognized actuarial loss	2,503		1,884		989		735		5,006		3,768		1,989		1,476		Recognized actuarial loss	2,503		1,884		979		777		7,509		5,652		2,968		2,253

Net periodic expense (income)	Net periodic expense (income)	$	496	$	(154)	$	1,099	$	1,069	$	992	$	(308)	$	2,242	$	2,132	Net periodic expense (income)	$	496	$	(154)	$	1,095	$	1,137	$	1,488	$	(463)	$	3,336	$	3,269

Non-Qualified Supplemental Benefits


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Service cost	Service cost	$	390	$	318	$	781	$	636	Service cost	$	390	$	318	$	1,171	$	954
Interest cost	Interest cost	308		442		616		883		Interest cost	308		441		924		1,324
Amortization:	Amortization:									Amortization:
Prior service cost	Prior service cost	383		424		766		848		Prior service cost	383		424		1,148		1,271
Recognized actuarial gain	Recognized actuarial gain	(418)		(465)		(836)		(929)		Recognized actuarial gain	(418)		(464)		(1,254)		(1,393)

Net periodic expense	Net periodic expense	$	663	$	719	$	1,327	$	1,438	Net periodic expense	$	663	$	719	$	1,989	$	2,156

Defined Contribution Retirement Plans

The Company also offers defined contribution retirement plans which cover the majority of its U.S. employees, as well as employees in certain other countries. The related expense is recognized within selling, general and administrative expenses and cost of goods and services, depending on the functional area of the underlying employees included in the plans. The Company’s expense relating to defined contribution plans was ~~$16,052~~$15,001 and ~~$12,493~~$12,530 for the three months ended ~~June~~September 30, 2021 and 2020, respectively, and ~~$31,113~~$46,114 and ~~$26,541~~$39,071 for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

16. Other Comprehensive Earnings

Amounts reclassified from accumulated other comprehensive loss to earnings during the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 were as follows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020

Pension plans:	Pension plans:									Pension plans:
Amortization of actuarial losses	Amortization of actuarial losses	$	3,074	$	2,150	$	6,159	$	4,307	Amortization of actuarial losses	$	3,064	$	2,194	$	9,223	$	6,501
Amortization of prior service costs	Amortization of prior service costs	277		365		548		730		Amortization of prior service costs	274		358		823		1,086

Total before tax	Total before tax	3,351		2,515		6,707		5,037		Total before tax	3,338		2,552		10,046		7,587
Tax benefit	Tax benefit	(774)		(421)		(1,548)		(989)		Tax benefit	(771)		(421)		(2,320)		(1,408)
Net of tax	Net of tax	$	2,577	$	2,094	$	5,159	$	4,048	Net of tax	$	2,567	$	2,131	$	7,726	$	6,179
Cash flow hedges:	Cash flow hedges:									Cash flow hedges:
Net (gains) losses reclassified into earnings	Net (gains) losses reclassified into earnings	$	(1,877)	$	(752)	$	(3,710)	$	668	Net (gains) losses reclassified into earnings	$	(267)	$	(266)	$	(3,977)	$	402
Tax provision (benefit)	Tax provision (benefit)	417		158		839		(140)		Tax provision (benefit)	61		56		900		(84)
Net of tax	Net of tax	$	(1,460)	$	(594)	$	(2,871)	$	528	Net of tax	$	(206)	$	(210)	$	(3,077)	$	318

The Company recognizes the amortization of net actuarial gains and losses and prior service costs in other income, net within the Condensed Consolidated Statements of Earnings.

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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.

17. Segment Information

The Company categorizes its operating companies into 5 reportable segments as follows:

•Engineered Products segment is a provider of a wide range of products, software and services that have broad customer applications across a number of markets, including aftermarket vehicle service, solid waste handling, industrial automation, aerospace and defense, industrial winch and hoist, and fluid dispensing.

•Fueling Solutions segment is focused on providing components, equipment and software and service solutions enabling safe transport of fuels and other hazardous fluids along the supply chain, as well as the safe and efficient operation of retail fueling and vehicle wash establishments.

•Imaging & Identification segment supplies precision marking and coding, product traceability and digital textile printing equipment, as well as related consumables, software and services.

•Pumps & Process Solutions segment manufactures specialty industrial pumps, fluid handling components, plastics and polymer processing equipment, single use pumps, flow meters and connectors for biopharma and other hygienic applications, and highly engineered components for rotating and reciprocating machines.

•Refrigeration & Food Equipment segment is a provider of innovative and energy-efficient equipment and systems that serve the commercial refrigeration, heating and cooling and food equipment markets.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Revenue:	Revenue:									Revenue:
Engineered Products	Engineered Products	$	442,091	$	342,380	$	870,218	$	750,540	Engineered Products	$	447,798	$	386,562	$	1,318,016	$	1,137,102
Fueling Solutions	Fueling Solutions	437,042		326,495		826,720		686,477		Fueling Solutions	410,561		380,511		1,237,281		1,066,988
Imaging & Identification	Imaging & Identification	294,076		227,977		578,404		484,742		Imaging & Identification	292,535		265,690		870,939		750,432
Pumps & Process Solutions	Pumps & Process Solutions	428,701		309,095		823,078		628,631		Pumps & Process Solutions	438,240		347,875		1,261,318		976,506
Refrigeration & Food Equipment	Refrigeration & Food Equipment	430,506		293,527		802,583		605,440		Refrigeration & Food Equipment	429,425		368,395		1,232,008		973,835
Intra-segment eliminations	Intra-segment eliminations	(740)		(299)		(1,426)		(716)		Intra-segment eliminations	(290)		(777)		(1,716)		(1,493)
Total consolidated revenue	Total consolidated revenue	$	2,031,676	$	1,499,175	$	3,899,577	$	3,155,114	Total consolidated revenue	$	2,018,269	$	1,748,256	$	5,917,846	$	4,903,370
Net earnings:	Net earnings:									Net earnings:
Segment earnings (EBIT): (1)	Segment earnings (EBIT): (1)									Segment earnings (EBIT): (1)
Engineered Products(2)	Engineered Products(2)	$	62,720	$	47,702	$	131,499	$	116,796	Engineered Products(2)	$	71,717	$	64,890	$	203,216	$	181,686
Fueling Solutions	Fueling Solutions	78,755		47,214		145,235		100,712		Fueling Solutions	65,593		66,601		210,828		167,313
Imaging & Identification	Imaging & Identification	60,747		38,046		117,739		89,528		Imaging & Identification	63,419		51,928		181,158		141,456
Pumps & Process Solutions	Pumps & Process Solutions	138,632		67,702		262,277		133,781		Pumps & Process Solutions	142,414		89,786		404,691		223,567
Refrigeration & Food Equipment~~(2)~~(3)	Refrigeration & Food Equipment~~(2)~~(3)	48,971		11,459		87,088		34,988		Refrigeration & Food Equipment~~(2)~~(3)	42,841		40,159		129,929		75,147
Total segment earnings (EBIT)	Total segment earnings (EBIT)	389,825		212,123		743,838		475,805		Total segment earnings (EBIT)	385,984		313,364		1,129,822		789,169
Corporate expense / other ~~(3)~~(4)	Corporate expense / other ~~(3)~~(4)	40,762		27,311		79,382		51,408		Corporate expense / other ~~(3)~~(4)	33,498		35,603		112,880		87,011
Interest expense	Interest expense	26,661		28,711		53,484		55,979		Interest expense	26,433		27,724		79,917		83,703
Interest income	Interest income	(942)		(728)		(1,622)		(1,911)		Interest income	(1,466)		(960)		(3,088)		(2,871)
Earnings before provision for income taxes	Earnings before provision for income taxes	323,344		156,829		612,594		370,329		Earnings before provision for income taxes	327,519		250,997		940,113		621,326
Provision for income taxes	Provision for income taxes	58,836		32,063		115,317		69,284		Provision for income taxes	63,763		50,697		179,080		119,981
Net earnings	Net earnings	$	264,508	$	124,766	$	497,277	$	301,045	Net earnings	$	263,756	$	200,300	$	761,033	$	501,345

(1) Segment earnings (EBIT) includes non-operating income and expense directly attributable to the segments. Non-operating income and expense includes gain on sale of a business and other income, net.

(2) Q3 2021 includes a $9,078 payment received for previously incurred restructuring costs related to a product line exit.

(3)The three and ~~six~~nine months ended ~~June~~September 30, 2020 include a ~~$781~~$557 expense and a ~~$5,770~~$5,213 gain on the sale of AMS Chino, respectively. The ~~three and six~~nine months ended ~~June~~September 30, 2020 also include a $3,640 write-off of assets.

~~(3)~~(4) 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 overhead costs, deal related expenses and various administrative expenses relating to the corporate headquarters.

The following table presents revenue disaggregated by geography based on the location of the Company's customer:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Revenue by geography	Revenue by geography	2021		2020		2021		2020		Revenue by geography	2021		2020		2021		2020
United States	United States	$	1,091,015	$	852,999	$	2,127,029	$	1,809,639	United States	$	1,108,513	$	952,548	$	3,235,542	$	2,762,187
Europe	Europe	459,074		320,076		904,369		681,242		Europe	452,066		383,867		1,356,435		1,065,109
Asia	Asia	236,008		164,009		428,115		318,284		Asia	222,366		207,474		650,481		525,758
Other Americas	Other Americas	171,891		112,995		302,068		242,044		Other Americas	166,230		138,060		468,298		380,104
Other	Other	73,688		49,096		137,996		103,905		Other	69,094		66,307		207,090		170,212
Total	Total	$	2,031,676	$	1,499,175	$	3,899,577	$	3,155,114	Total	$	2,018,269	$	1,748,256	$	5,917,846	$	4,903,370

18. Share Repurchases

In November 2020, 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, 2021 through December 31, 2023. This share repurchase authorization replaced the February 2018 share repurchase authorization.

In the ~~first quarter of~~nine months ended September 30, 2021, the Company repurchased 182,951 shares of common stock at a total cost of $21,637, or $118.27 per share. There were no repurchases during the three months ended ~~June~~September 30, 2021. In the ~~first quarter of 2020, the Company repurchased 548,659~~ ~~shares of common stock at a total cost of $52,916, or $96.45.~~ ~~There were no repurchases during the three months ended~~ ~~June 30, 2020.~~nine

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

months ended September 30, 2020, the Company repurchased 548,659 shares of common stock at a total cost of $52,916, or $96.45 per share. There were no repurchases during the three months ended September 30, 2020.

As of ~~June~~September 30, 2021, 19,817,049 shares remain authorized for repurchase under the November 2020 share repurchase authorization.

19. Earnings per Share

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020

Net earnings	Net earnings	$	264,508	$	124,766	$	497,277	$	301,045	Net earnings	$	263,756	$	200,300	$	761,033	$	501,345
Basic earnings per common share:	Basic earnings per common share:									Basic earnings per common share:

Net earnings	Net earnings	$	1.84	$	0.87	$	3.46	$	2.09	Net earnings	$	1.83	$	1.39	$	5.29	$	3.48

Weighted average shares outstanding	Weighted average shares outstanding	143,941,000		143,955,000		143,854,000		144,107,000		Weighted average shares outstanding	143,976,000		144,032,000		143,895,000		144,082,000
Diluted earnings per common share:	Diluted earnings per common share:									Diluted earnings per common share:

Net earnings	Net earnings	$	1.82	$	0.86	$	3.43	$	2.07	Net earnings	$	1.81	$	1.38	$	5.24	$	3.45

Weighted average shares outstanding	Weighted average shares outstanding	145,118,000		144,995,000		145,040,000		145,359,000		Weighted average shares outstanding	145,440,000		145,289,000		145,220,000		145,313,000

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


		Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended September 30,		Nine Months Ended September 30,
		2021	2020	2021	2020		2021	2020	2021	2020
Weighted average shares outstanding - Basic	Weighted average shares outstanding - Basic	143,941,000	143,955,000	143,854,000	144,107,000	Weighted average shares outstanding - Basic	143,976,000	144,032,000	143,895,000	144,082,000
Dilutive effect of assumed exercise of SARs and vesting of performance shares and RSUs	Dilutive effect of assumed exercise of SARs and vesting of performance shares and RSUs	1,177,000	1,040,000	1,186,000	1,252,000	Dilutive effect of assumed exercise of SARs and vesting of performance shares and RSUs	1,464,000	1,257,000	1,325,000	1,231,000
Weighted average shares outstanding - Diluted	Weighted average shares outstanding - Diluted	145,118,000	144,995,000	145,040,000	145,359,000	Weighted average shares outstanding - Diluted	145,440,000	145,289,000	145,220,000	145,313,000

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 performance shares and RSUs, as determined using the treasury stock method.

~~There were no anti-dilutive potential common shares excluded from the calculation above for the three months ended June 30, 2021.~~ The weighted average number of anti-dilutive potential common shares excluded from the calculation above were approximately ~~121,000~~1,000 and 36,000 for the three months ended ~~June~~September 30, 2021 and 2020, respectively, and ~~34,000~~57,000 and ~~130,000~~95,000 for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively.

20. Recent Accounting Pronouncements

Recently ~~Issued~~Adopted Accounting Standards

In March 2020 and January 2021, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial ~~Reporting. The purpose of this update is to~~Reporting and ASU 2021-01, Reference Rate Reform, Scope, respectively. These updates provide optional guidance for a limited time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform, ~~on financial reporting. The amendments provide optional~~including expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in ~~this update~~these updates are elective and are effective upon issuance for all entities. The Company ~~is evaluating~~adopted the ~~impact~~guidance during the third quarter of ~~this ASU and does~~2021. The adoption did not ~~expect this update to~~ have a material impact on the Company's Consolidated Financial Statements.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

21. Subsequent Events

On October 11, 2021, the Company entered into a definitive agreement to sell its Unified Brands business, which is part of the Refrigeration & Food Equipment segment, to Electrolux Professional AB for approximately $244 million, on a cash free and debt free basis, subject to customary post-closing adjustments. Unified Brands did not meet the criteria for assets held for sale as of September 30, 2021 and, therefore, is presented as a component of continuing operations. Further, the sale of Unified Brands does not represent a strategic shift that will have a major effect on Dover's operations or financial results. Therefore, it will not qualify for presentation as a discontinued operation.

On October 15, 2021, the Company completed the acquisition of LIQAL B.V ("LIQAL"), a turn-key supplier of liquified natural gas and hydrogen refueling equipment and solutions and micro-liquefaction solutions, for approximately €20 million, plus potential contingent consideration. LIQAL will be included in the Fueling Solutions segment.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Refer to the section below entitled "Special Notes Regarding Forward-Looking Statements" for a discussion of factors that could cause our actual results to differ from the forward-looking statements contained below and throughout this quarterly report.

Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), we refer to measures used by management to evaluate performance as well as liquidity, including a number of financial measures that are not defined under accounting principles generally accepted in the United States of America ("GAAP"). We believe these measures provide investors with important information that is useful in understanding our business results and trends. Explanations within this MD&A provide more details on the use and derivation of these measures.

OVERVIEW

Dover is a diversified global manufacturer and solutions provider delivering innovative equipment and components, consumable supplies, aftermarket parts, software and digital solutions, and support services through five operating segments: Engineered Products, Fueling Solutions, Imaging & Identification, Pumps & Process Solutions, and Refrigeration & Food Equipment. The Company's entrepreneurial business model encourages, promotes and fosters deep customer engagement and collaboration, which has led to Dover's well-established and valued reputation for providing superior customer service and industry-leading product innovation. Unless the context indicates otherwise, references herein to "Dover," "the Company," and words such as "we," "us," or "our" include Dover Corporation and its consolidated subsidiaries.

Dover's five operating segments are as follows:

•Our Engineered Products segment is a provider of a wide range of products, software and services that have broad customer applications across a number of markets, including aftermarket vehicle service, solid waste handling, industrial automation, aerospace and defense, industrial winch and hoist, and fluid dispensing.

•Our Fueling Solutions segment is focused on providing components, equipment and software and service solutions enabling safe transport of fuels and other hazardous fluids along the supply chain, as well as the safe and efficient operation of retail fueling and vehicle wash establishments.

•Our Imaging & Identification segment supplies precision marking and coding, product traceability and digital textile printing equipment, as well as related consumables, software and services.

•Our Pumps & Process Solutions segment manufactures specialty industrial pumps, fluid handling components, plastics and polymer processing equipment, single use pumps, flow meters and connectors for biopharma and other hygienic applications, and highly engineered components for rotating and reciprocating machines.

•Our Refrigeration & Food Equipment segment is a provider of innovative and energy-efficient equipment and systems that serve the commercial refrigeration, heating and cooling and food equipment markets.

In the ~~second~~third quarter of 2021, revenue was $2.0 billion, which increased ~~$532.5~~$270.0 million, or ~~35.5%~~15.4%, as compared to the ~~second~~third quarter of 2020. This was driven by organic revenue growth of ~~29.7%~~13.2%, a favorable impact from foreign currency translation of ~~4.5%~~1.1%, and acquisition-related revenue growth of ~~1.3%~~1.1%.

The ~~29.7%~~13.2% organic revenue growth for the ~~second~~third quarter of 2021 was broad-based across our segments as market conditions and demand improved from the adverse impact of COVID-19 in the prior year. The Engineered Products segment had organic revenue growth of ~~25.4%~~14.2% primarily as a result of strength in our waste handling, vehicle services and industrial automation ~~industrial winch and hoist, and~~businesses, whereas our aerospace and defense ~~businesses, whereas our waste handling~~ business ~~was flat~~declined year-over-year ondue to in part to supplier component ~~part disruptions~~input constraints and ~~timing of orders.~~labor availability. The Fueling Solutions segment had organic revenue growth of ~~24.9%~~3.0% driven by ~~sustained strength~~growth in retail fueling in North American and EMEA, as well as strength in vehicle wash solutions. The Imaging & Identification segment experienced ~~growth in~~ organic revenue growth of ~~20.2%~~7.4% driven by increased demand in marking and coding and digital textile printing end markets. The Pumps & Process Solutions segment had organic revenue growth of ~~33.6% as a result of strength~~24.6% reflecting strong demand in biopharma pumps and connectors, and ~~increased demand for~~ industrial pumps, and ~~plastics~~recovery in bearings and ~~polymer processing solutions.~~ compression components. The Refrigeration & Food Equipment segment posted organic revenue growth of ~~43.5%~~16.0% across all end markets, principally driven ~~by the increased activity in food retail, can making, and heat exchangers end markets, as well as new product roll-outs and customer wins.~~

2223

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by robust activity in can-shaping, heat exchangers. Our food service equipment and retail refrigeration end markets, while delivering growth in the quarter, was impacted by supplier component input constraints and labor availability.

From a geographic perspective, in the ~~second~~third quarter, organic revenue for the U.S., our largest market, increased ~~25.0%~~15.7%. Organic revenue in Asia and Europe grew ~~37.6%~~4.6% and ~~29.8%~~15.5%, respectively. This organic growth was largely broad-based, with all our segments posting increased sales in North America, Europe, Asia and Latin America, as global demand continued to improve after the impact of operational and economic headwinds of COVID-19 experienced in the prior year.

Bookings were ~~$2.4~~$2.3 billion for the three months ended ~~June~~September 30, 2021, an increase of ~~$964.0~~$490.9 million, or ~~68.2%~~27.2% compared to the prior year comparable period. Included in this result was organic growth of ~~61.2%~~24.8%, a favorable impact from foreign currency translation of ~~5.0%~~1.3%, and acquisition-related bookings growth of ~~2.0%~~1.1%. Bookings grew organically in all five segments primarily as a result of strong demand and order intake in most end markets compared to the adverse global impact of COVID-19 in the prior year.

Backlog as of ~~June~~September 30, 2021 was ~~$2.6~~$2.8 billion, an increase from ~~$1.5~~$1.6 billion in the prior ~~year.~~year and $200 million from the second quarter of 2021. See definition of bookings and backlog within "Segment Results of Operations".

During the three months ended ~~June~~September 30, 2021, we acquired ~~four~~two businesses in separate transactions for a total consideration of ~~$88.5 million, net of cash acquired and including contingent consideration. We acquired AvaLAN Wireless Systems, Incorporated ("AvaLAN"), a leading provider of secure wireless communications~~ ~~solutions for the convenience and fuel retail industry, for $34.0~~$90.0 million, net of cash acquired. ~~AvaLAN enhances the systems and software offerings within our Fueling Solutions segment.~~ We acquired ~~Quantex Arc Limited ("Quantex"),~~100% of the voting stock of CDS Visual, a leading provider of ~~single-use, recyclable pumps,~~3D visualization solutions tailored for ~~$23.9~~industrial applications, for $29.3 million, net of cash ~~acquired and including contingent consideration. Quantex enhances our~~acquired. The CDS Visual acquisition extends the Company's offering of ~~single-use pumps for biopharma~~customer-facing digital capabilities and ~~other hygienic applications within~~its results will be reported as part the ~~Pumps & Process Solutions~~Engineered Products segment. We also acquired ~~Blue Bite LLC ("Blue Bite"),~~100% of the voting stock of Espy, a ~~leading provider~~manufacturer of ~~consumer engagement and brand protection software solutions,~~advanced electronic radio frequency sensor systems, for ~~$29.0~~$60.6 million, net of cash ~~acquired and including contingent consideration. Blue Bite~~acquired. The Espy acquisition strengthens ~~our~~the Company's offering of ~~product traceability and authentication solutions~~complete signal intelligence systems with integrated software within the ~~Imaging & Identification segment. One other immaterial acquisition was completed during the three months ended June 30, 2021 within the Pumps & Process Solutions~~Engineered Products segment.

Rightsizing ~~charges~~benefit of ~~$10.8~~$3.2 million included restructuring costs of ~~$9.4~~$4.8 million and other ~~costs~~benefits of ~~$1.3~~$8.0 million for the three months ended ~~June~~September 30, 2021. Restructuring ~~expense and other rightsizing~~ costs ~~were primarily~~ related to actions initiated in 2020 and 2021 in response to demand conditions, asset charges related to a product line exit, and broad-based operational efficiency initiatives focusing on footprint consolidation and IT centralization. See Note 9 — Restructuring Activities for further details. Other rightsizing benefits are comprised primarily of a $9.1 million payment received for previously incurred restructuring costs related to a product line exit, partially offset by $1.0 million of restructuring related costs pertaining to broad-based operational efficiency initiatives focusing on footprint consolidation and IT centralization.

Subsequent to the third quarter of 2021, on October 11, 2021, we entered into a definitive agreement to sell its Unified Brands business, which is part of the Refrigeration & Food Equipment segment, to Electrolux Professional AB for approximately $244 million, on a cash free and debt free basis, subject to customary post-closing adjustments. On October 15, 2021, we completed the acquisition of LIQAL, a turn-key supplier of liquified natural gas and hydrogen refueling equipment and solutions and micro-liquefaction solutions, for approximately €20 million, plus potential contingent consideration. LIQAL will be included in the Fueling Solutions segment. See Note 21 — Subsequent Events for further details.

COVID-19 Update

The global COVID-19 outbreak and associated countermeasures implemented by governments around the world, as well as increased business uncertainty, had an adverse impact on our financial results during 2020 through global shutdowns and supply chain and operational disruptions. We took a variety of actions during 2020 to help mitigate the financial impact, including executing temporary cost savings measures, reducing our capital spending, initiating restructuring actions and proactively managing our working capital. Activity in ~~many~~most of the end markets we serve ~~sequentially~~has improved ~~as 2020 progressed, and this trend continued in the first half of~~throughout 2021 year-to-date, although demand in certain businesses such as ~~compressor components,~~ foodservice ~~and~~equipment, textile printing and bearings and compression components is expected to take longer to recover to pre-pandemic levels with continued improvement expected in the ~~second half of 2021.~~fourth quarter. The recovery in demand has had business impacts, including increased material cost inflation (principally steel), labor availability issues and logistics costs ~~increases and in some cases~~increases. Our businesses have also been impacted from supplier component ~~part shortages.~~input availability issues. Currently our expectation is that the impact of material cost inflation, labor and logistics constraints and to some extent supplier component input availability will continue into the ~~second half~~fourth quarter of 2021.

Our foremost focus has been on the health and safety of our employees throughout the pandemic and we will continue to maintain enhanced safety protocols and to encourage our employees to seek vaccination. Our core global manufacturing locations remained substantially operational ~~during the first half of 2021.~~throughout 2021 to date. As guidance from authorities such as the U.S. Centers for

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Disease Control and Prevention or the World Health Organization evolves, we will update our practices accordingly, as we have done throughout the pandemic.

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CONSOLIDATED RESULTS OF OPERATIONS


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended September 30,								Nine Months Ended September 30,
(dollars in thousands, except per share data)	(dollars in thousands, except per share data)	2021			2020			% Change		2021			2020			% Change		(dollars in thousands, except per share data)	2021			2020			% Change		2021			2020			% Change
Revenue	Revenue	$	2,031,676		$	1,499,175		35.5	%	$	3,899,577		$	3,155,114		23.6	%	Revenue	$	2,018,269		$	1,748,256		15.4	%	$	5,917,846		$	4,903,370		20.7	%
Cost of goods and services	Cost of goods and services	1,259,504			947,577			32.9	%	2,405,857			1,991,273			20.8	%	Cost of goods and services	1,263,690			1,089,527			16.0	%	3,669,547			3,080,800			19.1	%
Gross profit	Gross profit	772,172			551,598			40.0	%	1,493,720			1,163,841			28.3	%	Gross profit	754,579			658,729			14.6	%	2,248,299			1,822,570			23.4	%
Gross profit margin	Gross profit margin	38.0		%	36.8		%	1.2		38.3		%	36.9		%	1.4		Gross profit margin	37.4		%	37.7		%	(0.3)		38.0		%	37.2		%	0.8

Selling, general and administrative expenses	Selling, general and administrative expenses	428,042			366,740			16.7	%	837,040			753,681			11.1	%	Selling, general and administrative expenses	412,553			381,831			8.0	%	1,249,593			1,135,512			10.0	%
Selling, general and administrative expenses as a percent of revenue	Selling, general and administrative expenses as a percent of revenue	21.1		%	24.5		%	(3.4)		21.5		%	23.9		%	(2.4)		Selling, general and administrative expenses as a percent of revenue	20.4		%	21.8		%	(1.4)		21.1		%	23.2		%	(2.1)

Operating earnings	Operating earnings	344,130			184,858					656,680			410,160					Operating earnings	342,026			276,898					998,706			687,058
Interest expense	Interest expense	26,661			28,711			(7.1)	%	53,484			55,979			(4.5)	%	Interest expense	26,433			27,724			(4.7)	%	79,917			83,703			(4.5)	%
Interest income	Interest income	(942)			(728)			29.4	%	(1,622)			(1,911)			(15.1)	%	Interest income	(1,466)			(960)			52.7	%	(3,088)			(2,871)			7.6	%
Gain on sale of a business		—			781			nm*		—			(5,770)			nm*
Loss (gain) on sale of a business																		Loss (gain) on sale of a business	—			557			nm*		—			(5,213)			nm*
Other income, net	Other income, net	(4,933)			(735)			nm*		(7,776)			(8,467)			nm*		Other income, net	(10,460)			(1,420)			nm*		(18,236)			(9,887)			nm*
Earnings before provision for income taxes	Earnings before provision for income taxes	323,344			156,829			106.2	%	612,594			370,329			65.4	%	Earnings before provision for income taxes	327,519			250,997			30.5	%	940,113			621,326			51.3	%
Provision for income taxes	Provision for income taxes	58,836			32,063			83.5	%	115,317			69,284			66.4	%	Provision for income taxes	63,763			50,697			25.8	%	179,080			119,981			49.3	%
Effective tax rate	Effective tax rate	18.2		%	20.4		%	(2.2)		18.8		%	18.7		%	0.1		Effective tax rate	19.5		%	20.2		%	(0.7)		19.0		%	19.3		%	(0.3)

Net earnings	Net earnings	264,508			124,766			112.0	%	497,277			301,045			65.2	%	Net earnings	263,756			200,300			31.7	%	761,033			501,345			51.8	%

Net earnings per common share - diluted	Net earnings per common share - diluted	$	1.82		$	0.86		111.6	%	$	3.43		$	2.07		65.7	%	Net earnings per common share - diluted	$	1.81		$	1.38		31.2	%	$	5.24		$	3.45		51.9	%

* nm - not meaningful

Revenue

Revenue for the three months ended ~~June~~September 30, 2021 increased ~~$532.5~~$270.0 million, or ~~35.5%~~15.4%, from the prior year comparable quarter. Results included organic revenue growth of ~~29.7%~~13.2% across all of our segments as market conditions and demand improved from the adverse impact of COVID-19 in the prior year. Acquisition-related revenue growth was ~~1.3%~~1.1%, driven mainly by acquisitions in our Fueling Solutions and Imaging & Identification segments, along with a favorable impact from foreign currency translation of ~~4.5%~~1.1%. Customer pricing favorably impacted revenue by ~~approximately 2.1%~~approximately 3.6% in the ~~second~~third quarter of 2021.

Revenue for the ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$744.5 million,~~$1.0 billion, or ~~23.6%~~20.7%, from the comparable period. The increase primarily reflects organic revenue growth of ~~18.7%~~16.8%, across all of our segments as market conditions and demand improved from the adverse impact of COVID-19 in the prior year. Acquisition-related growth was ~~1.3%~~1.2% led by our Fueling Solutions and Imaging & Identification segments, along with a favorable impact from foreign currency translation of ~~3.8%~~2.8%, slightly offset by a ~~0.2%~~ 0.1% impact from dispositions within the Refrigeration & Food Equipment segment. Customer pricing favorably impacted revenue by approximately ~~1.4%~~2.2% for the ~~six~~nine months ended ~~June~~September 30, 2021.

Gross Profit

Gross profit for the three months ended ~~June~~September 30, 2021 increased ~~$220.6~~$95.9 million, or ~~40.0%~~14.6%, ~~and~~but gross profit margin ~~increased 120~~decreased 30 basis points to ~~38.0%~~37.4%, from the prior year comparable quarter, ~~driven~~due to increased material, labor and logistics costs offset partially by organic revenue growth, ~~including~~ pricing, and benefits from productivity and cost reduction ~~actions, partially offset by increased material, labor and logistics costs.~~actions.

Gross profit for the ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$329.9~~$425.7 million, or ~~28.3%~~23.4%, from the comparable period, primarily due to organic revenue growth of ~~18.7%~~16.8% and benefits from pricing and productivity initiatives and rightsizing actions, ~~partially offset by increased material and logistics costs. Gross profit margin increased by 140 basis points for the six months ended June 30, 2021 from the comparable period.~~

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partially offset by increased material, labor and logistics costs as a well as production inefficiencies caused by supplier input component availability issues. Gross profit margin increased by 80 basis points for the nine months ended September 30, 2021 from the comparable period.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended ~~June~~September 30, 2021 increased ~~$61.3~~$30.7 million, or ~~16.7%~~8.0%, from the prior year comparable quarter, primarily due to ~~adjustments to variable compensation to reflect current performance,~~ higher ~~research and development~~labor and acquisition related costs, and lower discretionary spend in the prior year. As a percentage of revenue, selling, general and administrative expenses improved ~~340~~140 basis points to ~~21.1%~~20.4% due to an increase in the revenue base.

Selling, general and administrative expenses for the ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$83.4~~$114.1 million, or ~~11.1%~~10.0%, from the comparable period primarily due to ~~adjustments to variable compensation to reflect current performance,~~ higher ~~research and development~~labor and acquisition related costs, and lower discretionary spend in the prior year. Selling, general and administrative expenses as a percentage of revenue improved ~~240~~210 basis points as compared to the prior year comparable period due to an increase in the revenue base.

Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to ~~$41.2~~$34.4 million and ~~$34.8~~$36.4 million for the three months ended ~~June~~September 30, 2021 and 2020, respectively, and ~~$82.4~~$116.8 million and ~~$70.3~~$106.7 million, for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively. These costs as a percent of revenue were ~~2.03%~~1.7% and ~~2.32%~~2.1% for the three months ended ~~June~~September 30, 2021 and 2020, respectively, and ~~2.11%~~2.0% and ~~2.23%~~2.2% for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, respectively.

Gain on sale of a business

On March 6, 2020, we sold the Chino, California branch of The AMS Group ("AMS Chino") within the Refrigeration & Food Equipment segment for total consideration of ~~$16.9~~$15.4 million, of which included a ~~$1.5 million~~ working capital ~~adjustment was recognized in the second quarter and paid in the third quarter, for a net consideration of $15.4 million.~~adjustment. A gain of ~~$5.8~~$5.2 million was recognized on this sale. The disposal did not represent a strategic shift in operations and, therefore, did not qualify for presentation as discontinued operations.

Other income, net

Other income, net for the three months ended ~~June~~September 30, 2021 increased ~~$4.2~~$9.0 million from the prior year comparable period primarily due to investment ~~income.~~income and lower foreign exchange losses from the remeasurement of foreign currency denominated balances.

Other income, net for the ~~six~~nine months ended ~~June~~September 30, 2021 ~~decreased $0.7~~increased $8.3 million from the prior year comparable period primarily due to investment income and lower foreign exchange losses from the remeasurement of foreign currency denominated balances.

Income Taxes

The effective tax rates for the three months ended ~~June~~September 30, 2021 and 2020 were ~~18.2%~~19.5% and ~~20.4%~~20.2%, respectively. The decrease in the effective tax rate for the three months ended ~~June~~September 30, 2021 relative to the prior year comparable quarter was primarily driven by favorable audit settlements.

The effective tax rates for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 were ~~18.8%~~19.0% and ~~18.7%~~19.3%, respectively. The slight ~~increase~~decrease in the effective tax rate for the ~~six~~nine months ended ~~June~~September 30, 2021 relative to the prior year comparable period was primarily driven by ~~an increase in earnings base. See~~favorable audit settlements.See Note 12 — Income Taxes.

Net earnings

Net earnings for the three months ended ~~June~~September 30, 2021 increased ~~112.0%~~31.7% to ~~$264.5~~$263.8 million, or ~~$1.82~~$1.81 diluted earnings per share, from ~~$124.8~~$200.3 million, or ~~$0.86~~$1.38 diluted earnings per share, from the prior year comparable quarter. The increase in net earnings is mainly attributable to strong demand and robust recovery from prior year market conditions resulting in strong broad-based organic growth, favorable pricing initiatives, and benefits from productivity and restructuring actions. These benefits were partially offset by increased material, labor and ~~labor~~logistics costs.

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Net earnings for the ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~65.2%~~51.8% to ~~$497.3~~$761.0 million, or ~~$3.43~~$5.24 diluted earnings per share, from ~~$301.0~~$501.3 million, or ~~$2.07~~$3.45 diluted earnings per share, from the comparable period. The increase in net earnings was

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principally attributable to volume growth, pricing initiatives, productivity actions and benefits from rightsizing actions. These benefits were partially offset by increased material, labor and logistics costs.

Rightsizing Activities, which includes Restructuring and Other Costs

During the three and ~~six~~nine months ended ~~June~~September 30, 2021, rightsizing activities included restructuring charges of ~~$9.4~~$4.8 million and ~~$15.9~~$20.7 million, respectively, and other ~~costs (benefits)~~benefits, net, of ~~$1.3~~$8.0 million and ~~$(0.9)~~$8.9 million, respectively. See Note 9 — Restructuring Activities for further details on restructuring expense for the three months ended September 30, 2021. Restructuring expense ~~and other costs were~~for the nine months ended September 30, 2021 was comprised primarily of $8.6 million in new actions initiated in 2020 and 2021 in response to demand conditions ~~asset charges related to a product line exit~~ and broad-based operational efficiency initiatives focusing on footprint consolidation and IT ~~centralization.~~centralization, and asset charges of $12.1 million, including $9.1 million related to a product line exit. Other ~~costs (benefits),~~benefits, net for the ~~six~~three months ended ~~June~~September 30, 2021 was comprised primarily of a ~~gain~~$9.1 million payment received for previously incurred restructuring costs related to a product line exit ($7.3 million is classified within costs of goods and services and $1.8 million within selling, general and administrative expenses), partially offset by $1.0 million of restructuring related costs. Other benefits, net for the nine months ended September 30, 2021 was comprised primarily of a $9.1 million payment received for previously incurred restructuring costs related to a product line exit, $3.3 million of gains on ~~sale~~sales of assets ~~of $2.0 million and $1.3 million in our Pumps & Process Solutions and Refrigeration & Food Equipment segments, respectively,~~ as a result of restructuring actions, partially offset by ~~$2.4~~$3.4 million of rerestructuring related costs principally pertaining to footprint consolidation and IT centralization costs. ~~structuring related costs.~~ These rightsizing charges were recorded in cost of goods and services and selling, general and administrative expenses in the Condensed Consolidated Statement of Earnings. Additional programs beyond the scope of the announced programs may be implemented during 2021 with related restructuring charges.

We recorded the following rightsizing costs for the three and ~~six~~nine months ended ~~June~~September 30, 2021:


		Three Months Ended June 30, 2021															Three Months Ended September 30, 2021
(dollars in thousands)	(dollars in thousands)	Engineered Products		Fueling Solutions		Imaging & Identification		Pumps & Process Solutions		Refrigeration & Food Equipment		Corporate		Total		(dollars in thousands)	Engineered Products		Fueling Solutions		Imaging & Identification		Pumps & Process Solutions		Refrigeration & Food Equipment		Corporate		Total
Restructuring (GAAP)	Restructuring (GAAP)	$	4,339	$	1,415	$	174	$	904	$	2,283	$	321	$	9,436	Restructuring (GAAP)	$	870	$	1,620	$	168	$	639	$	1,293	$	200	$	4,790
Other costs (benefits), net		315		242		4		(5)		256		531		1,343
Other (benefits) costs, net																Other (benefits) costs, net	(9,202)		(36)		1,123		(152)		227		49		(7,991)
Rightsizing (Non-GAAP)	Rightsizing (Non-GAAP)	$	4,654	$	1,657	$	178	$	899	$	2,539	$	852	$	10,779	Rightsizing (Non-GAAP)	$	(8,332)	$	1,584	$	1,291	$	487	$	1,520	$	249	$	(3,201)


		Six Months Ended June 30, 2021															Nine Months Ended September 30, 2021
(dollars in thousands)	(dollars in thousands)	Engineered Products		Fueling Solutions		Imaging & Identification		Pumps & Process Solutions		Refrigeration & Food Equipment		Corporate		Total		(dollars in thousands)	Engineered Products		Fueling Solutions		Imaging & Identification		Pumps & Process Solutions		Refrigeration & Food Equipment		Corporate		Total
Restructuring (GAAP)	Restructuring (GAAP)	$	8,330	$	1,464	$	864	$	887	$	3,344	$	982	$	15,871	Restructuring (GAAP)	$	9,200	$	3,084	$	1,032	$	1,526	$	4,637	$	1,182	$	20,661
Other costs (benefits), net		343		251		(4)		(1,994)		(843)		1,317		(930)
Other (benefits) costs, net																Other (benefits) costs, net	(8,859)		215		1,119		(2,146)		(616)		1,366		(8,921)
Rightsizing (Non-GAAP)	Rightsizing (Non-GAAP)	$	8,673	$	1,715	$	860	$	(1,107)	$	2,501	$	2,299	$	14,941	Rightsizing (Non-GAAP)	$	341	$	3,299	$	2,151	$	(620)	$	4,021	$	2,548	$	11,740

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During the three and ~~six~~nine months ended ~~June~~September 30, 2020, rightsizing activities included restructuring charges of ~~$12.3~~$6.7 million and ~~$19.6~~$26.4 million, respectively, and other ~~costs~~benefits of ~~$4.6~~$0.9 million and ~~$5.1~~other costs of $4.2 million, respectively. Restructuring expense was comprised primarily of new actions taken in response to lower demand driven by COVID-19 and continuing broad-based selling, general and administrative expense reduction initiatives and broad-based operational efficiency initiatives focusing on footprint consolidation, operational optimization and IT centralization. Other costs ~~were~~and benefits was comprised primarily of other charges related to the restructuring actions and a $3.6 million write-off of ~~assets.~~assets offset by a $1.7 million gain on sale of assets in our Refrigeration & Food Equipment segment as a result of restructuring actions. These rightsizing charges were recorded in cost of goods and services and selling, general and administrative expenses in the Condensed Consolidated Statement of Earnings.

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We recorded the following rightsizing costs for the three and ~~six~~nine months ended ~~June~~September 30, 2020:


		Three Months Ended June 30, 2020															Three Months Ended September 30, 2020
(dollars in thousands)	(dollars in thousands)	Engineered Products		Fueling Solutions		Imaging & Identification		Pumps & Process Solutions		Refrigeration & Food Equipment		Corporate		Total		(dollars in thousands)	Engineered Products		Fueling Solutions		Imaging & Identification		Pumps & Process Solutions		Refrigeration & Food Equipment		Corporate		Total
Restructuring (GAAP)	Restructuring (GAAP)	$	4,160	$	911	$	(522)	$	4,706	$	2,213	$	816	$	12,284	Restructuring (GAAP)	$	2,342	$	1,572	$	99	$	1,719	$	534	$	474	$	6,740
Other costs (benefits), net	Other costs (benefits), net	9		(43)		(5)		(15)		3,803		807		4,556		Other costs (benefits), net	33		43		—		52		(1,505)		485		(892)
Rightsizing (Non-GAAP)	Rightsizing (Non-GAAP)	$	4,169	$	868	$	(527)	$	4,691	$	6,016	$	1,623	$	16,840	Rightsizing (Non-GAAP)	$	2,375	$	1,615	$	99	$	1,771	$	(971)	$	959	$	5,848


		Six Months Ended June 30, 2020															Nine Months Ended September 30, 2020
(dollars in thousands)	(dollars in thousands)	Engineered Products		Fueling Solutions		Imaging & Identification		Pumps & Process Solutions		Refrigeration & Food Equipment		Corporate		Total		(dollars in thousands)	Engineered Products		Fueling Solutions		Imaging & Identification		Pumps & Process Solutions		Refrigeration & Food Equipment		Corporate		Total
Restructuring (GAAP)	Restructuring (GAAP)	$	4,518	$	2,386	$	(266)	$	8,552	$	2,773	$	1,662	$	19,625	Restructuring (GAAP)	$	6,860	$	3,958	$	(167)	$	10,271	$	3,307	$	2,136	$	26,365
Other costs (benefits), net		12		(25)		3		(15)		3,947		1,152		5,074
Other costs, net																Other costs, net	45		18		3		37		2,442		1,637		4,182
Rightsizing (Non-GAAP)	Rightsizing (Non-GAAP)	$	4,530	$	2,361	$	(263)	$	8,537	$	6,720	$	2,814	$	24,699	Rightsizing (Non-GAAP)	$	6,905	$	3,976	$	(164)	$	10,308	$	5,749	$	3,773	$	30,547

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SEGMENT RESULTS OF OPERATIONS

The summary that follows provides a discussion of the results of operations of each of our five reportable operating segments (Engineered Products, Fueling Solutions, Imaging & Identification, Pumps & Process Solutions, and Refrigeration & Food Equipment). Each of these segments is comprised of various product and service offerings that serve multiple markets. See Note 17 — Segment Information in the Condensed Consolidated Financial Statements in Item 1 of this Form 10-Q for a reconciliation of segment revenue and earnings to our consolidated revenue and net earnings. For further information, see "Non-GAAP Disclosures" at the end of this Item 2.

Additionally, we use the following operational metrics in monitoring the performance of the business. We believe the operational metrics are useful to investors and other users of our financial information in assessing the performance of our segments:

•Bookings represent total orders received from customers in the current reporting period. This metric is an important measure of performance and an indicator of revenue order trends.

•Organic bookings represent total orders received from customers in the current reporting period excluding the impact of foreign currency exchange rates and the impact of acquisitions and dispositions. This metric is an important measure of performance and an indicator of revenue order trends.

•Backlog represents an estimate of the total remaining bookings at a point in time for which performance obligations have not yet been satisfied. This metric is useful as it represents the aggregate amount we expect to recognize as revenue in the future.

•Book-to-bill is a ratio of the amount of bookings received from customers during a period divided by the amount of revenue recorded during that same period. This metric is a useful indicator of demand.

Engineered Products

Our Engineered Products segment is a provider of a wide range of products, software and services that have broad customer applications across a number of markets, including aftermarket vehicle service, solid waste handling, industrial automation, aerospace and defense, industrial winch and hoist, and fluid dispensing.


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands)	(dollars in thousands)	2021			2020			% Change		2021			2020			% Change		(dollars in thousands)	2021		2020		% Change		2021		2020		% Change
Revenue	Revenue	$	442,091		$	342,380		29.1	%	$	870,218		$	750,540		15.9	%	Revenue	$	447,798	$	386,562	15.8	%	$	1,318,016	$	1,137,102	15.9	%

Segment earnings (EBIT)	Segment earnings (EBIT)	$	62,720		$	47,702		31.5	%	$	131,499		$	116,796		12.6	%	Segment earnings (EBIT)	$	71,717	$	64,890	10.5	%	$	203,216	$	181,686	11.9	%
Depreciation and amortization	Depreciation and amortization	11,981			9,722			23.2	%	26,028			19,844			31.2	%	Depreciation and amortization	11,123		10,717		3.8	%	37,151		30,561		21.6	%
Segment EBITDA	Segment EBITDA	$	74,701		$	57,424		30.1	%	$	157,527		$	136,640		15.3	%	Segment EBITDA	$	82,840	$	75,607	9.6	%	$	240,367	$	212,247	13.2	%

Segment margin	Segment margin	14.2		%	13.9		%			15.1		%	15.6		%			Segment margin	16.0%		16.8%				15.4%		16.0%
Segment EBITDA margin	Segment EBITDA margin	16.9		%	16.8		%			18.1		%	18.2		%			Segment EBITDA margin	18.5%		19.6%				18.2%		18.7%

Other measures:	Other measures:																	Other measures:
Bookings	Bookings	$	497,200		$	278,373		78.6	%	$	1,025,510		$	693,345		47.9	%	Bookings	$	502,767	$	381,139	31.9	%	$	1,528,277	$	1,074,484	42.2	%
Backlog	Backlog									$	613,517		$	378,874		61.9	%	Backlog							$	662,834	$	373,458	77.5	%

Components of revenue growth:	Components of revenue growth:																	Components of revenue growth:
Organic growth	Organic growth							25.4	%							12.9	%	Organic growth					14.2	%					13.3	%
Acquisitions	Acquisitions							—	%							0.1	%	Acquisitions					0.2	%					0.2	%

Foreign currency translation	Foreign currency translation							3.7	%							2.9	%	Foreign currency translation					1.4	%					2.4	%
								29.1	%							15.9	%						15.8	%					15.9	%

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~~Second~~Third Quarter 2021 Compared to the ~~Second~~Third Quarter 2020

Engineered Products segment revenue for the ~~second~~third quarter of 2021 increased ~~$99.7~~$61.2 million, or ~~29.1%~~15.8%, as compared to the ~~second~~third quarter of 2020, comprised primarily of organic growth of ~~25.4%~~14.2% and a favorable impact from foreign currency translation of ~~3.7%~~1.4%. Customer pricing favorably impacted revenue by approximately ~~2.7%~~6.5% in the ~~second~~third quarter. Pricing was higher than in prior quarters reflecting actions to recover increasing costs, as discussed below.

The organic revenue growth was most notable in our waste handling, vehicle service, and industrial automation ~~and~~businesses. Our aerospace and defense ~~businesses. Our waste handling~~ business ~~revenues remained flat~~was down year-over-year as the business experienced ~~supply chain~~push-outs of orders in Europe and continued labor and supplier component availability constraints that ~~delayed~~impacted shipments. ~~We expect~~Despite the strong organic growth and record high backlog levels, certain shipments in our waste handling ~~business demand~~and vehicle service groups were deferred to future quarters as a result of supply chain and labor availability constraints. We expect shipment performance in both businesses to improve ~~sequentially throughout~~in the ~~second half~~coming quarters as ~~supply chain~~these constraints begin to ~~subside and reflecting strong order backlog exiting the quarter.~~subside.

Engineered Products segment earnings increased ~~$15.0~~$6.8 million, or ~~31.5%~~10.5%, compared to the ~~second~~third quarter of 2020. The increase was primarily driven by conversion on increased volumes, ~~and~~ benefits from ~~productivity~~rightsizing actions and ~~rightsizing actions,~~a payment received for costs related to a product line exit, partially offset by unfavorable business mix, higher material and logistics costs, ~~comprised primarily of increased~~most notably steel and ocean & air freight costs, ~~which were not fully recovered by pricing actions. Segment~~as well as plant productivity shortfalls resulting from supply chain disruption and higher labor costs. As a result, segment operating margin ~~increased 30~~decreased 80 basis points to ~~14.2%~~16.0% from ~~13.9%~~16.8% as compared to the prior year quarter.

Bookings increased ~~78.6%~~31.9% for the segment, comprised primarily of organic growth of ~~73.5%~~30.3% and a favorable impact from foreign currency translation of ~~5.1%~~1.4%. The organic bookings growth was broad-based, most notably in our vehicle service, waste handling, industrial automation, and industrial winch and hoist businesses. Segment book-to-bill was 1.12. Backlog increased ~~61.9%~~77.5% compared to the prior year comparable quarter.

~~Six~~Nine Months Ended ~~June~~September 30, 2021 Compared to the ~~Six~~Nine Months Ended ~~June~~September 30, 2020

Engineered Products revenue for the ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$119.7~~$180.9 million, or 15.9%, compared to the prior year comparable period. This was comprised of organic revenue growth of ~~12.9%~~13.3%, a favorable impact from foreign currency translation of ~~2.9%~~2.4%, and acquisition-related growth of ~~0.1%~~0.2%. The organic revenue growth was most notable in our waste handling, vehicle service, industrial automation, and aerospace and defense businesses. ~~Our waste handling business experienced an organic revenue decline compared to the prior year, driven by continued supply chain constraints that delayed shipments.~~ Customer pricing favorably impacted revenue by approximately ~~1.6%~~3.2% for the ~~six~~nine months ended ~~June~~September 30, 2021.

Segment earnings for the ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$14.7~~$21.5 million, or ~~12.6%~~11.9%, as compared to the 2020 comparable period. This increase was primarily driven by conversion on increased volumes and benefits from productivity and rightsizing actions, partially offset by higher material and logistics costs, comprised primarily of increased steel and freight costs, which were not fully recovered by pricing actions. Segment margin decreased from ~~15.6%~~16.0% to ~~15.1%~~15.4% as compared to the prior year comparable period.

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Fueling Solutions

Our Fueling Solutions segment is focused on providing components, equipment and software and service solutions enabling safe transport of fuels and other hazardous fluids along the supply chain, as well as the safe and efficient operation of retail fueling and vehicle wash establishments.


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands)	(dollars in thousands)	2021			2020			% Change		2021			2020			% Change		(dollars in thousands)	2021		2020		% Change		2021		2020		% Change
Revenue	Revenue	$	437,042		$	326,495		33.9	%	$	826,720		$	686,477		20.4	%	Revenue	$	410,561	$	380,511	7.9	%	$	1,237,281	$	1,066,988	16.0	%

Segment earnings	Segment earnings	$	78,755		$	47,214		66.8	%	$	145,235		$	100,712		44.2	%	Segment earnings	$	65,593	$	66,601	(1.5)	%	$	210,828	$	167,313	26.0	%
Depreciation and amortization	Depreciation and amortization	19,475			17,968			8.4	%	38,744			36,307			6.7	%	Depreciation and amortization	19,920		18,014		10.6	%	58,664		54,321		8.0	%
Segment EBITDA	Segment EBITDA	$	98,230		$	65,182		50.7	%	$	183,979		$	137,019		34.3	%	Segment EBITDA	$	85,513	$	84,615	1.1	%	$	269,492	$	221,634	21.6	%

Segment margin	Segment margin	18.0		%	14.5		%			17.6		%	14.7		%			Segment margin	16.0%		17.5%				17.0%		15.7%
Segment EBITDA margin	Segment EBITDA margin	22.5		%	20.0		%			22.3		%	20.0		%			Segment EBITDA margin	20.8%		22.2%				21.8%		20.8%

Other measures:	Other measures:																	Other measures:
Bookings	Bookings	$	453,146		$	311,498		45.5	%	$	875,814		$	684,568		27.9	%	Bookings	$	467,821	$	383,902	21.9	%	$	1,343,635	$	1,068,470	25.8	%
Backlog	Backlog									$	256,497		$	199,305		28.7	%	Backlog							$	312,176	$	204,574	52.6	%

Components of revenue growth:	Components of revenue growth:																	Components of revenue growth:
Organic growth	Organic growth							24.9	%							13.4	%	Organic growth					3.0	%					9.7	%
Acquisitions	Acquisitions							4.3	%							3.4	%	Acquisitions					3.6	%					3.5	%

Foreign currency translation	Foreign currency translation							4.7	%							3.6	%	Foreign currency translation					1.3	%					2.8	%
								33.9	%							20.4	%						7.9	%					16.0	%

~~Second~~Third Quarter 2021 Compared to the ~~Second~~Third Quarter 2020

Fueling Solutions segment revenue for the ~~second~~third quarter of 2021 increased ~~$110.5~~$30.1 million, or ~~33.9%~~7.9%, as compared to the ~~second~~third quarter of 2020, comprised of organic growth of ~~24.9%~~3.0%, a favorable impact from foreign currency translation of ~~4.7%~~1.3%, and acquisition-related growth of ~~4.3%~~3.6%. Acquisition-related growth was driven by the acquisition of Innovative Control Systems, Inc. and AvaLAN Wireless Systems ~~Incorporated.~~Incorporated. Customer pricing favorably impacted revenue by approximately ~~2.5%~~2.0% in the ~~second~~third quarter.

The organic revenue growth for the Fueling Solutions segment was driven by solid demand in our North American and EMEA retail fueling ~~European systems and software,~~ and vehicle wash solutions businesses, ~~reflecting a market recovery after COVID-19. Demand for Europay, Mastercard,~~partially offset by continued softness in Asian retail fueling and ~~Visa compliant equipment continued~~transportation components. Supply chain challenges and labor availability headwinds during the third quarter adversely affected our ability to ~~contribute~~ship customer orders, inhibiting further contributions to ~~order activity in North America, however, we expect this activity to taper down throughout the second half of 2021 and beyond after the expiration of compliance deadline in April 2021.~~organic revenue growth.

Fueling Solutions segment earnings ~~increased $31.5~~decreased $1.0 million, or ~~66.8%~~1.5%, over the prior year comparable quarter. The ~~increase~~decrease was primarily driven by ~~conversion on organic revenue growth,~~material and labor cost inflation as well as negative product mix, partially offset by pricing initiatives, productivity actions benefits from restructuring actions, and a favorable impact from ~~acquisitions, partially offset by material and labor cost inflation.~~acquisitions. Segment margin ~~increased~~decreased to ~~18.0%~~16.0% from ~~14.5%~~17.5% in the prior year quarter due to similar factors that drove segment earnings.

Overall bookings increased ~~45.5%~~21.9% as compared to the prior year comparable quarter, driven by organic growth of ~~33.5%~~15.8%, a favorable impact from foreign currency translation of ~~5.5%~~1.9%, and acquisition-related growth of ~~6.5%~~4.2%. Organic bookings growth was primarily driven by strong demand for retail fueling solutions in North ~~American retail fueling~~America and Asia-Pacific, and continued order strength in vehicle wash ~~solutions, as well as solid demand in EMEA.~~solutions. Segment book to bill was ~~1.04.~~1.14. Backlog increased ~~28.7%~~52.6% as compared to the prior year comparable quarter.

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~~Six~~Nine Months Ended ~~June~~September 30, 2021 Compared to the ~~Six~~Nine Months Ended ~~June~~September 30, 2020

Fueling Solutions segment revenue increased ~~$140.2~~$170.3 million, or ~~20.4%~~16.0%, as compared to the ~~six~~nine months ended ~~June~~September 30, 2020, attributable to organic growth of ~~13.4%~~9.7%, a favorable impact from foreign currency translation of ~~3.6%~~2.8%, and acquisition-related growth of ~~3.4%~~3.5%. Organic revenue increases were driven by strong activity in our ~~North American~~ retail fueling ~~European systems & software,~~ and vehicle wash solutions businesses, given the broader market recovery due to reduced demand beginning in the first ~~half~~quarter and continuing through the third quarter of 2020 due to COVID-19. Customer pricing favorably impacted revenue by approximately 1.8% for the ~~six~~nine months ended ~~June~~September 30, 2021.

Fueling Solutions segment earnings increased ~~$44.5~~$43.5 million, or ~~44.2%~~26.0%, for the ~~six~~nine months ended ~~June~~September 30, 2021. The increase was driven by conversion on organic revenue growth, pricing initiatives, productivity actions, and a favorable impact from acquisitions, partially offset by material and labor cost inflation. Segment margin increased ~~230~~136 basis points to ~~17.6%~~17.0% from ~~14.7%~~15.7% in the prior year comparable period.

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Imaging & Identification

Our Imaging & Identification segment supplies precision marking and coding, product traceability and digital textile printing equipment, as well as related consumables, software and services.


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands)	(dollars in thousands)	2021			2020			% Change		2021			2020			% Change		(dollars in thousands)	2021		2020		% Change		2021		2020		% Change
Revenue	Revenue	$	294,076		$	227,977		29.0	%	$	578,404		$	484,742		19.3	%	Revenue	$	292,535	$	265,690	10.1	%	$	870,939	$	750,432	16.1	%

Segment earnings	Segment earnings	$	60,747		$	38,046		59.7	%	$	117,739		$	89,528		31.5	%	Segment earnings	$	63,419	$	51,928	22.1	%	$	181,158	$	141,456	28.1	%
Depreciation and amortization	Depreciation and amortization	9,294			9,224			0.8	%	18,887			17,993			5.0	%	Depreciation and amortization	9,821		9,809		0.1	%	28,708		27,802		3.3	%
Segment EBITDA	Segment EBITDA	$	70,041		$	47,270		48.2	%	$	136,626		$	107,521		27.1	%	Segment EBITDA	$	73,240	$	61,737	18.6	%	$	209,866	$	169,258	24.0	%

Segment margin	Segment margin	20.7		%	16.7		%			20.4		%	18.5		%			Segment margin	21.7%		19.5%				20.8%		18.8%
Segment EBITDA margin	Segment EBITDA margin	23.8		%	20.7		%			23.6		%	22.2		%			Segment EBITDA margin	25.0%		23.2%				24.1%		22.6%

Other measures:	Other measures:																	Other measures:
Bookings	Bookings	$	299,608		$	221,315		35.4	%	$	593,222		$	493,919		20.1	%	Bookings	$	293,782	$	266,423	10.3	%	$	887,004	$	760,342	16.7	%
Backlog	Backlog									$	206,125		$	168,904		22.0	%	Backlog							$	204,766	$	171,158	19.6	%

Components of revenue growth:	Components of revenue growth:																	Components of revenue growth:
Organic growth	Organic growth							20.2	%							11.4	%	Organic growth					7.4	%					10.0	%
Acquisitions	Acquisitions							1.3	%							1.9	%	Acquisitions					1.2	%					1.6	%

Foreign currency translation	Foreign currency translation							7.5	%							6.0	%	Foreign currency translation					1.5	%					4.5	%
								29.0	%							19.3	%						10.1	%					16.1	%

~~Second~~Third Quarter 2021 Compared to the ~~Second~~Third Quarter 2020

Imaging & Identification segment revenue for the ~~second~~third quarter of 2021 increased ~~$66.1~~$26.8 million, or ~~29.0%~~10.1%, as compared to the ~~second~~third quarter of 2020, comprised of organic growth of ~~20.2%~~7.4%, a favorable impact from foreign currency translation of ~~7.5%~~1.5%, and acquisition-related growth of ~~1.3%~~1.2%. Acquisition-related growth was driven by the ~~acquisition~~acquisitions of Solaris Laser S.A. in the third quarter of ~~2020.~~2020 and of Blue Bite LLC in the second quarter of 2021. Customer pricing favorably impacted revenue by approximately ~~1.1%~~0.7% in the ~~second~~third quarter.

Organic revenue growth was ~~primarily~~ driven by both our marking and coding business, ~~which~~and our digital textile printing business. Our marking and coding business delivered continued ~~strong~~solid growth in new equipment and associated services and consumables, ~~particularly in Asia,~~ as well as serialization software sales. Our digital textile printing business ~~also~~ experienced ~~early stages of~~gradual demand recovery compared to the ~~second~~third quarter of 2020 when demand for printed textiles was ~~severely~~significantly reduced due to the impact of COVID-19 restrictions on the global apparel industry.While current global apparel retail volumes have improved substantially from this time last year, volumes have not yet returned to pre-pandemic ~~levels.~~levels and continue to be impacted by local business and travel restrictions, as well as work-from-home policies. We continue to believe we remain favorably positioned to gain from a longer-term transition from analog to digital printing by our customers, and believe some business model shifts within the industry driven by the COVID-19 pandemic may accelerate our customers’ need to shift from analog to digital printing.

Imaging & Identification segment earnings increased ~~$22.7~~$11.5 million, or ~~59.7%~~22.1%, over the prior year comparable quarter. This increase was primarily driven by conversion on increased revenue and the benefits from productivity initiatives and ~~cost containment~~restructuring actions. Segment margin increased to ~~20.7%~~21.7% from ~~16.7%~~19.5% in the prior year comparable quarter.

Overall bookings increased ~~35.4%~~10.3% as compared to the prior year comparable quarter, reflecting organic growth of ~~26.6%~~7.5%, a favorable impact from foreign currency translation of ~~7.8%~~1.7%, and acquisition-related growth of ~~1.0%~~1.1%. Segment book to bill was ~~1.02.~~1.00. Backlog increased ~~22.0%~~19.6% as compared to the prior year quarter primarily driven by ~~the inclusion of backlog from the Solaris acquisition and~~ increased order intake in our marking and coding business.

~~Six~~Nine Months Ended ~~June~~September 30, 2021 Compared to the ~~Six~~Nine Months Ended ~~June~~September 30, 2020

Imaging & Identification segment revenue increased ~~$93.7~~$120.5 million, or ~~19.3%~~16.1%, as compared to the ~~six~~nine months ended ~~June~~September 30, 2020, attributable to organic growth of ~~11.4%~~10.0%, a favorable impact from foreign currency translation of ~~6.0%~~4.5%, and

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acquisition-related growth of ~~1.9%~~1.6%. The organic revenue growth was primarily driven by continued strong demand for marking and coding equipment and associated services and consumables, serialization software sales, as well as a continuing gradual recovery in

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demand for printed textiles. Customer pricing favorably impacted revenue by approximately ~~1.0%~~0.9% for the ~~six~~nine months ended ~~June~~September 30, 2021.

Imaging & Identification segment earnings increased ~~$28.2~~$39.7 million, or ~~31.5%~~28.1%, for the ~~six~~nine months ended ~~June~~September 30, 2021 over the prior year comparable period. The increase was primarily driven by conversion on increased revenue and the benefits from productivity initiatives and ~~cost reduction~~restructuring actions. Segment margin increased to ~~20.4%~~20.8% from ~~18.5%~~18.8% in the prior year comparable quarter.

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Pumps & Process Solutions

Our Pumps & Process Solutions segment manufactures specialty industrial pumps, fluid handling components, plastics and polymer processing equipment, single use pumps, flow meters and connectors for biopharma and other hygienic applications, and highly engineered components for rotating and reciprocating machines.


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands)	(dollars in thousands)	2021			2020			% Change		2021			2020			% Change		(dollars in thousands)	2021		2020		% Change		2021		2020		% Change
Revenue	Revenue	$	428,701		$	309,095		38.7	%	$	823,078		$	628,631		30.9	%	Revenue	$	438,240	$	347,875	26.0	%	$	1,261,318	$	976,506	29.2	%

Segment earnings	Segment earnings	$	138,632		$	67,702		104.8	%	$	262,277		$	133,781		96.0	%	Segment earnings	$	142,414	$	89,786	58.6	%	$	404,691	$	223,567	81.0	%
Depreciation and amortization	Depreciation and amortization	16,866			17,572			(4.0)	%	33,792			35,908			(5.9)	%	Depreciation and amortization	17,843		17,206		3.7	%	51,635		53,114		(2.8)	%
Segment EBITDA	Segment EBITDA	$	155,498		$	85,274		82.4	%	$	296,069		$	169,689		74.5	%	Segment EBITDA	$	160,257	$	106,992	49.8	%	$	456,326	$	276,681	64.9	%

Segment margin	Segment margin	32.3		%	21.9		%			31.9		%	21.3		%			Segment margin	32.5%		25.8%				32.1%		22.9%
Segment EBITDA margin	Segment EBITDA margin	36.3		%	27.6		%			36.0		%	27.0		%			Segment EBITDA margin	36.6%		30.8%				36.2%		28.3%

Other measures:	Other measures:																	Other measures:
Bookings	Bookings	$	521,010		$	275,872		88.9	%	$	1,072,375		$	645,275		66.2	%	Bookings	$	490,581	$	323,801	51.5	%	$	1,562,956	$	969,076	61.3	%
Backlog	Backlog									$	634,477		$	379,090		67.4	%	Backlog							$	682,415	$	361,631	88.7	%

Components of revenue growth:	Components of revenue growth:																	Components of revenue growth:
Organic growth	Organic growth							33.6	%							25.8	%	Organic growth					24.6	%					25.4	%
Acquisitions	Acquisitions							0.7	%							1.0	%	Acquisitions					0.2	%					0.7	%

Foreign currency translation	Foreign currency translation							4.4	%							4.1	%	Foreign currency translation					1.2	%					3.1	%
								38.7	%							30.9	%						26.0	%					29.2	%

~~Second~~Third Quarter 2021 Compared to the ~~Second~~Third Quarter 2020

Pumps & Process Solutions segment revenue for the ~~second~~third quarter of 2021 increased ~~$119.6~~$90.4 million, or ~~38.7%~~26.0%, as compared to the ~~second~~third quarter of 2020, comprised of organic growth of ~~33.6%~~24.6%, a favorable impact from foreign currency translation of ~~4.4%~~1.2%, and acquisition-related growth of ~~0.7%~~0.2%. Acquisition-related growth was primarily driven by the acquisition of ~~Em-tec GmbH.~~Quantex Arc Limited and one other immaterial acquisition. Customer pricing favorably impacted revenue by approximately ~~1.3%~~2.3% in the ~~second~~third quarter.

The organic revenue growth was ~~most significantly~~primarily driven by ~~strong performance~~continued robust demand in the biopharma and hygienic markets, where we ~~continue to see~~saw continued strong demand for single use pumps and connectors used in ~~biological pharmaceutical~~biopharmaceutical production processes. Our industrial pumps business also contributed to top-line growth on strong end market demand, despite experiencing supply chain constraints and customer delivery challenges throughout the quarter. Revenue in bearings and compression components saw solid growth amidst continued recovery in end market demand. Demand in our plastics and polymer processing solutions business remained strong, however revenues declined year over year on the timing of customer shipments and high revenue in the prior year comparable quarter. We expect ~~this positive trajectory~~the broad-based strength across all our pumps and process solutions businesses to carry into the next quarter and beyond, as our bookings trends and backlog position signal strength into the second half of 2021. Additionally, we continue to see strength in industrial pumps, and plastics and polymer processing solutions as a result of strong fundamental end market dynamics, as well as a recovery from the demand impacts from COVID-19 in the second quarter of 2020. Revenue in bearings and compression components increased modestly, as several end markets are facing prolonged recovery and are expected to show improvement in the second half of the year.beyond.

Pumps & Process Solutions segment earnings increased ~~$70.9~~$52.6 million, or ~~104.8%~~58.6%, over the prior year comparable quarter. The increase was primarily driven by strong conversion on revenue growth, product mix, pricing initiatives, and productivity actions, partially offset by material and labor cost inflation. Segment margin increased to ~~32.3%~~32.5% from ~~21.9%~~25.8% from the prior year comparable quarter.

Overall bookings increased ~~88.9%~~51.5% as compared to the prior year comparable quarter, reflecting organic growth of ~~81.7%~~50.1%, a favorable impact from foreign currency translation of ~~5.2%~~1.1%, and acquisition-related growth of ~~2.0%~~0.3%. Organic bookings growth was ~~primarily~~ driven by ~~the~~ significant growth in the biopharma and hygienic pumps and connectors markets, as well as strong order intake in industrial pumps and plastics & polymer processing ~~solutions.~~solutions, and increased demand in bearings and compression components. Segment book to bill was ~~1.22.~~1.12. Backlog increased ~~67.4%~~88.7% compared to the prior year comparable quarter.

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~~Six~~Nine Months Ended ~~June~~September 30, 2021 Compared to the ~~Six~~Nine Months Ended ~~June~~September 30, 2020

Pumps & Process Solutions segment revenue increased ~~$194.4~~$284.8 million, or ~~30.9%~~29.2%, as compared to the ~~six~~nine months ended ~~June~~September 30, 2020, attributable to organic growth of ~~25.8%~~25.4%, a favorable impact from foreign currency translation of ~~4.1%~~3.1% and a ~~1.0%~~0.7% impact from acquisitions. The organic increase was principally driven by strong performance in the biopharma and hygienic pumps and connectors markets, along with solid growth in industrial pumps and plastics & polymer processing solutions. Customer pricing favorably impacted revenue by approximately ~~1.1%~~1.5% for the ~~six~~nine months ended ~~June~~September 30, 2021.

Pumps & Process Solutions segment earnings increased ~~$128.5~~$181.1 million, or ~~96.0%~~81.0%, for the ~~six~~nine months ended ~~June~~September 30, 2021 over the prior year comparable period. The increase was predominantly driven by conversion on revenue growth, product mix, pricing initiatives, and productivity actions, partially offset by material and labor cost inflation. Segment margin increased to ~~31.9%~~32.1% from ~~21.3%~~22.9% from the prior year comparable period.

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Refrigeration & Food Equipment

Our Refrigeration & Food Equipment segment is a provider of innovative and energy-efficient equipment and systems that serve the commercial refrigeration, heating and cooling and food equipment markets.


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands)	(dollars in thousands)	2021			2020			% Change		2021			2020			% Change		(dollars in thousands)	2021		2020		% Change		2021		2020		% Change
Revenue	Revenue	$	430,506		$	293,527		46.7	%	$	802,583		$	605,440		32.6	%	Revenue	$	429,425	$	368,395	16.6	%	$	1,232,008	$	973,835	26.5	%

Segment earnings(1)	Segment earnings(1)	$	48,971		$	11,459		327.4	%	$	87,088		$	34,988		148.9	%	Segment earnings(1)	$	42,841	$	40,159	6.7	%	$	129,929	$	75,147	72.9	%
Depreciation and amortization	Depreciation and amortization	12,077			11,421			5.7	%	24,173			22,969			5.2	%	Depreciation and amortization	12,392		12,081		2.6	%	36,565		35,050		4.3	%
Segment EBITDA(1)	Segment EBITDA(1)	$	61,048		$	22,880		166.8	%	$	111,261		$	57,957		92.0	%	Segment EBITDA(1)	$	55,233	$	52,240	5.7	%	$	166,494	$	110,197	51.1	%

Segment margin(1)	Segment margin(1)	11.4		%	3.9		%			10.9		%	5.8		%			Segment margin(1)	10.0%		10.9%				10.5%		7.7%
Segment EBITDA margin(1)	Segment EBITDA margin(1)	14.2		%	7.8		%			13.9		%	9.6		%			Segment EBITDA margin(1)	12.9%		14.2%				13.5%		11.3%

Other measures:	Other measures:																	Other measures:
Bookings	Bookings	$	606,545		$	326,400		85.8	%	$	1,143,871		$	681,557		67.8	%	Bookings	$	540,280	$	449,549	20.2	%	$	1,684,151	$	1,131,106	48.9	%
Backlog	Backlog									$	854,188		$	390,368		118.8	%	Backlog							$	964,233	$	472,140	104.2	%

Components of revenue growth:	Components of revenue growth:																	Components of revenue growth:
Organic growth	Organic growth							43.5	%							30.5	%	Organic growth					16.0	%					25.1	%

Dispositions	Dispositions							—	%							(0.8)	%	Dispositions					—	%					(0.5)	%
Foreign currency translation	Foreign currency translation							3.2	%							2.9	%	Foreign currency translation					0.6	%					1.9	%
								46.7	%							32.6	%						16.6	%					26.5	%

(1) Segment earnings (EBIT) and Segment EBITDA for the three and ~~six~~nine months ended ~~June~~September 30, 2020 include a ~~$781~~$557 expense and a ~~$5,770~~$5,213 net gain on the sale of AMS Chino, respectively. The ~~three and six~~nine months ended ~~June~~September 30, 2020 also include a $3,640 write-off of assets.

~~Second~~Third Quarter 2021 Compared to the ~~Second~~Third Quarter 2020

Refrigeration & Food Equipment segment revenue increased ~~$137.0~~$61.0 million, or ~~46.7%~~16.6%, as compared to the ~~second~~third quarter of 2020, reflecting organic revenue growth of ~~43.5%~~16.0% and a favorable impact from foreign currency translation of ~~3.2%~~0.6%. Customer pricing favorably impacted revenue by approximately ~~2.6%~~5.7% in the ~~first~~third quarter. Pricing was higher than in prior quarters reflecting actions to recover increasing costs, as discussed below.

The organic revenue growth was principally driven by robust ~~growth~~demand across all our key end-markets. Retail refrigeration experienced strong growth across all product lines, driven by a broad-based increase in customer store renovation and remodel programs, as well as new product roll-outs and customer wins. Additionally, regulations requiring more environmentally friendly refrigerants drove strong growth for our natural refrigerant systems in both Europe and the U.S. Can-shaping equipment revenues more than doubled from prior year, driven by continued favorable macro trends in the global beverage industry as producers shift from plastic and glass packaging to aluminum containers for environmental sustainability ~~reasons.~~and merchandising benefits offered by modern aluminum containers. Our heat exchanger business experienced healthy growth ~~as well,~~across all regions, fueled by regulation-driven heat pump demand in Europe, robust demand in Asia and strengthening commercial HVAC and industrial markets globally. Commercial foodservice equipment revenues improved ~~sequentially and~~ over the comparable prior year period, as many key restaurant chain customers resumed store investment programs once government mandated COVID-19 restrictions began to ease. ~~We expect foodservice equipment demand to continue to recover~~Retail refrigeration experienced broad based growth as ~~a successful rollout of~~well, driven by robust remodel programs with key supermarket customers and strong growth for our natural refrigerant systems in both Europe and the ~~COVID-19 vaccine will facilitate key school, institutional and event venue customers to re-open.~~U.S.

Refrigeration & Food Equipment segment earnings increased ~~$37.5~~$2.7 million, or ~~327.4%~~6.7%, as compared to the ~~second~~third quarter of 2020. Segment margin ~~increased~~decreased to ~~11.4%~~10.0% from ~~3.9%~~10.9% in the prior year comparable quarter. The earnings increase was driven by conversion on increased volumes and mix, improved operational efficiencies and benefits from prior restructuring programs, ~~partially~~ offset by increased material and logistics costs, most notably metals, and ~~other inflationary cost increases.~~plant productivity shortfalls resulting from supply chain disruption and increased labor costs most significantly in our retail refrigeration business. We expect the impact of increased metals costs and productivity shortfalls in retail refrigeration to continue into the next quarter.

Bookings in the ~~second~~third quarter of 2021 increased ~~85.8%~~20.2% from the prior year comparable quarter, reflecting organic growth of ~~83.1%~~19.7% and a favorable impact from foreign currency translation of ~~2.7%~~0.5%. The organic bookings growth was principally driven by ~~increased project activity for can-shaping equipment,~~ continued ~~broad-based~~ supermarket remodel programs in retail refrigeration ~~products~~ and strong global demand for brazed plate heat exchangers. ~~Segment book to bill for the~~ ~~second quarter~~

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Segment book to bill for the third quarter of 2021 was ~~1.41~~1.26. Backlog increased ~~118.8%~~104.2% over the prior year comparable quarter, reflective of the improving outlook across all businesses within the segment.

~~Six~~Nine Months Ended ~~June~~September 30, 2021 Compared to the ~~Six~~Nine Months Ended ~~June~~September 30, 2020

Refrigeration & Food Equipment segment revenue increased ~~$197.1~~$258.2 million, or ~~32.6%~~26.5%, compared to the ~~six~~nine months ended ~~June~~September 30, 2020, reflecting an organic revenue growth of ~~30.5%~~25.1% and a favorable foreign currency translation of ~~2.9%~~1.9%, partially offset by a ~~0.8%~~0.5% impact from the disposition of AMS Chino. The organic revenue growth for the ~~six~~nine months ended ~~June~~September 30, 2021 was driven by strong growth across our key end markets, most notably retail refrigeration, can-shaping equipment and heat exchangers. Commercial foodservice equipment revenues ~~improved sequentially from prior quarter and~~ exceeded prior year, driven by a strong recovery with restaurant chain customers due to the ~~ease~~easing of COVID-19 government mandated restrictions. Customer pricing favorably impacted revenue by approximately ~~1.4%~~3.0% for the ~~six~~nine months ended ~~June~~September 30, 2021.

Refrigeration & Food Equipment segment earnings increased ~~$52.1~~$54.8 million, or ~~148.9%~~72.9%, for the ~~six~~nine months ended ~~June~~September 30, 2021, as compared to the prior year comparable period. The increase was primarily due to conversion on increased volumes and~~improved operational efficiencies and~~ benefits from prior restructuring programs, partially offset by increased material and logistics costs, most notably metals, and a prior year gain on the sale of AMS Chino. Segment margin increased to ~~10.9%~~10.5% from ~~5.8%~~7.7% in the prior year comparable period.

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FINANCIAL CONDITION

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Significant factors affecting liquidity are: cash flows generated from operating activities, capital expenditures, acquisitions, dispositions, dividends, repurchases of outstanding shares, adequacy of available commercial paper and bank lines of credit, and the ability to attract long-term capital with satisfactory terms. We generate substantial cash from the operations of our businesses and remain in a strong financial position, with sufficient liquidity available for reinvestment in existing businesses and strategic acquisitions.

Cash Flow Summary

The following table is derived from our Condensed Consolidated Statements of Cash Flows:


		Six Months Ended June 30,					Nine Months Ended September 30,
Cash Flows (dollars in thousands)	Cash Flows (dollars in thousands)	2021		2020		Cash Flows (dollars in thousands)	2021		2020
Net Cash Flows Provided By (Used In):	Net Cash Flows Provided By (Used In):					Net Cash Flows Provided By (Used In):
Operating activities	Operating activities	$	437,257	$	347,672	Operating activities	$	788,586	$	686,919
Investing activities	Investing activities	(151,203)		(298,274)		Investing activities	(286,642)		(362,998)
Financing activities	Financing activities	(200,188)		213,496		Financing activities	(274,798)		(283,336)

Operating Activities

Cash provided by operating activities for the ~~six~~nine months ended ~~June~~September 30, 2021 increased approximately ~~$89.6~~$101.7 million compared to the comparable period in 2020. This increase was primarily driven by higher net earnings, excluding the impact of depreciation, amortization and gain on sale of a business as well as lower compensation payouts in 2021 compared to 2020. This increase was partially offset by higher investments in working capital to support business growth. Additionally, 2020 included the impact of permitted deferrals of approximately ~~$40 million of U.S. and state income tax payments from the second to the third quarter of 2020 and deferrals of approximately $10~~$20 million of payroll taxes in the second ~~quarter~~and third quarters of 2020 to the fourth quarters of 2021 and 2022. There were no such deferrals in 2021.

Adjusted Working Capital: We believe adjusted working capital (a non-GAAP measure calculated as accounts receivable, plus inventory, less accounts payable) provides a meaningful measure of our operational results by showing changes caused solely by revenue. The following table provides a reconciliation of adjusted working capital to the most directly comparable GAAP measure:


Adjusted Working Capital (dollars in thousands)	Adjusted Working Capital (dollars in thousands)	June 30, 2021		December 31, 2020		Adjusted Working Capital (dollars in thousands)	September 30, 2021		December 31, 2020
Accounts receivable	Accounts receivable	$	1,329,051	$	1,137,223	Accounts receivable	$	1,351,144	$	1,137,223
Inventories	Inventories	977,831		835,804		Inventories	1,055,831		835,804
Less: Accounts payable	Less: Accounts payable	1,006,557		853,942		Less: Accounts payable	1,047,824		853,942
Adjusted working capital	Adjusted working capital	$	1,300,325	$	1,119,085	Adjusted working capital	$	1,359,151	$	1,119,085

Adjusted working capital increased from December 31, 2020 by ~~$181.2~~$240.1 million, or ~~16.2%~~21.5%, to ~~$1.3~~$1.4 billion at ~~June~~September 30, 2021, which reflected an increase of ~~$191.8~~$213.9 million in accounts receivable and ~~$142.0~~$220.0 million in inventory, partially offset by an increase in accounts payable of ~~$152.6~~$193.9 million. These amounts include the effects of acquisitions, dispositions and foreign currency translation. Accounts receivable increased compared to the prior year as a result of higher revenue. Inventories increased to support business growth and higher backlog which also drove an increase in accounts payable.

We facilitate the opportunity for suppliers to participate in voluntary supply chain financing (“SCF”) programs with participating financial institutions. Participating suppliers have the ability to sell receivables due from us to SCF financial institutions at the discretion of both the suppliers and the SCF financial institutions, at no economic impact to the Company. The Company and our suppliers agree on commercial terms, including payment terms, for the goods and services we procure regardless of whether the supplier participates in SCF. For participating suppliers, our responsibility is limited to making all payments to the SCF financial institutions on the terms originally negotiated with the supplier, irrespective of whether the supplier elects to sell receivables to the SCF financial institution. The SCF financial institution pays the supplier on the invoice due date for any invoices that were not previously sold by the supplier to the SCF financial institution.  Thus, suppliers using SCF have additional potential flexibility in managing their liquidity by accelerating, at their option and cost, collection of receivables due from Dover.

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Outstanding payments related to SCF programs are recorded within accounts payable in our consolidated balance sheets. As of ~~June~~September 30, 2021 and December 31, 2020, amounts due to financial institutions for suppliers using SCF were approximate~~ly $184~~ly $218 million and $139 million, respectively. SCF related payments are classified as a reduction to cash flows from operations. During the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 amounts paid to SCF financial institutions were  approximately ~~$378~~$596 million and ~~$296  million,~~$448  million, respectively.

Investing Activities

Cash provided from investing activities is derived from cash outflows for capital expenditures and acquisitions, offset by proceeds from sales of businesses and property, plant and equipment. For the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, we used cash in investing activities of ~~$151.2~~$286.6 million and ~~$298.3~~$363.0 million, respectively, driven mainly by the following factors:

•Acquisitions: During the ~~six~~nine months ended ~~June~~September 30, 2021, we acquired Espy and CDS Visual within the Engineered Products segment, AvaLAN and Blue Bite within the Fueling Solutions and Imaging & Identification segments, respectively, and Quantex and one other immaterial acquisition within the Pumps & Process Solutions segment for ~~$81.2~~$171.3 million, net of cash acquired. During the ~~six~~nine months ended ~~June~~September 30, 2020, we acquired Systech, Soft-Pak, Em-tec, Solaris, and ~~Em-tec~~an immaterial business within the Imaging & Identification, Engineered Products, and Pumps & Process Solutions segments, respectively, for ~~$238.8~~$258.7 million, net of cash acquired.

•Capital spending: Our capital expenditures decreased ~~$5.9~~$2.4 million during the ~~six~~nine months ended ~~June~~September 30, 2021 compared to the ~~six~~nine months ended ~~June~~September 30, 2020. ~~The decrease is primarily due to the completion of large projects in the prior year.~~ We continue to expect full year 2021 capital expenditures to be approximately $175-$200 million.

•Proceeds from sale of businesses: There were no proceeds from the sale of businesses during the ~~six~~nine months ended ~~June~~September 30, 2021. For the ~~six~~nine months ended ~~June~~September 30, 2020, we received proceeds of ~~$16.9~~$15.4 million from the sale of AMS Chino within the Refrigeration & Food Equipment segment.

We anticipate that capital expenditures and any acquisitions we make through the remainder of 2021 will be funded from available cash and internally generated funds and through the issuance of commercial paper, use of lines of credit or public or private debt markets, as necessary.

Financing Activities

Our cash flow from financing activities generally relates to the use of cash for purchases of our common stock and payment of dividends, offset by net borrowing activity. For the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, we used cash totaling ~~$200.2~~$274.8 million and ~~generated cash totaling $213.5~~$283.3 million, respectively, for financing activities, with the activity primarily attributable to the following:

•Repurchase of common stock: During the ~~six~~nine months ended ~~June~~September 30, 2021, we used $21.6 million to repurchase 182,951 shares. During the ~~six~~nine months ended ~~June~~September 30, 2020, we used $52.9 million to repurchase 548,659 shares.

•Long-term debt, commercial paper and notes payable: During the ~~six~~nine months ended ~~June~~September 30, 2021, we did not borrow or have proceeds from long-term debt, commercial paper or notes payable. During the ~~six~~nine months ended ~~June~~September 30, 2020, we borrowed $500 million under the $1.0 billion ~~five-year unsecured revolving credit facility ("~~Credit ~~Agreement")~~Agreement which was repaid during the same period. During the ~~six~~nine months ended ~~June~~September 30, 2020, we also received net proceeds from commercial paper of ~~$420.3~~$5.8 million.

•Dividend payments: Dividends paid to shareholders during the ~~six~~nine months ended ~~June~~September 30, 2021 totaled ~~$142.7~~$214.8 million as compared to ~~$141.6~~$213.0 million during the same period in 2020. Our dividends paid per common share increased 1.0% to ~~$0.99~~$1.49 during the ~~six~~nine months ended ~~June~~September 30, 2021 compared to $~~0.98~~1.475 during the same period in 2020.

•Payments to settle employee tax obligations: Payments to settle tax obligations from the exercise of share-based awards increased ~~$21.9~~$13.4 million compared to the prior year period. The increase is primarily due to the increase in the number of shares exercised and an increase in the average stock price compared to the prior year period.

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Liquidity and Capital Resources

Free Cash Flow

In addition to measuring our cash flow generation and usage based upon the operating, investing and financing classifications included in the Condensed Consolidated Statements of Cash Flows, we also measure free cash flow (a non-GAAP measure) which represents net cash provided by operating activities minus capital expenditures. We believe that free cash flow is an important measure of operating performance because it provides management and investors a measurement of cash generated from operations that is available for mandatory payment obligations and investment opportunities, such as funding acquisitions, paying dividends, repaying debt and repurchasing our common stock.

The following table reconciles our free cash flow to cash flow provided by operating activities:


		Six Months Ended June 30,							Nine Months Ended September 30,
Free Cash Flow (dollars in thousands)	Free Cash Flow (dollars in thousands)	2021			2020			Free Cash Flow (dollars in thousands)	2021			2020
Cash flow provided by operating activities	Cash flow provided by operating activities	$	437,257		$	347,672		Cash flow provided by operating activities	$	788,586		$	686,919
Less: Capital expenditures	Less: Capital expenditures	(73,231)			(79,171)			Less: Capital expenditures	(121,157)			(123,564)
Free cash flow	Free cash flow	$	364,026		$	268,501		Free cash flow	$	667,429		$	563,355

Free cash flow as a percentage of revenue	Free cash flow as a percentage of revenue	9.3		%	8.5		%	Free cash flow as a percentage of revenue	11.3		%	11.5		%

Free cash flow as a percentage of net earnings	Free cash flow as a percentage of net earnings	73.2		%	89.2		%	Free cash flow as a percentage of net earnings	87.7		%	112.4		%

For the ~~six~~nine months ended ~~June~~September 30, 2021, we generated free cash flow of ~~$364.0~~$667.4 million, representing ~~9.3%~~11.3% of revenue and ~~73.2%~~87.7% of net earnings. Free cash flow for the ~~six~~nine months ended ~~June~~September 30, 2021 increased ~~$95.5~~$104.1 million compared to the prior year period, due to higher operating cash flow primarily as a result of higher earnings and lower compensation payments, ~~and capital expenditures,~~ partially offset by higher investments in working capital to support growth, and deferrals of tax payments in 2020 that did not repeat in 2021, as previously noted.

Capitalization

We use commercial paper borrowings for general corporate purposes, including the funding of acquisitions and the repurchase of our common stock. As of ~~June~~September 30, 2021, we maintained a $1 billion Credit Agreement with a syndicate of banks with an expiration date of October 4, 2024. The Credit Agreement is used as liquidity back-up for our commercial paper program and for general corporate purposes.

Beginning in early-to-mid-March 2020, the commercial paper market began to experience very high levels of volatility as a result of COVID-19 related uncertainties. Volatility was most pronounced for "Tier-2" issuers, such as Dover, and impacted both market access and pricing. As a result, on March 16, 2020, the Company borrowed $500 million under the Credit Agreement. Proceeds from the borrowing were used to repay all of the Company's outstanding commercial paper and for general corporate purposes. We subsequently repaid the $500 million in the second quarter of 2020 using proceeds from commercial paper as volatility in the commercial paper market stabilized and we resumed borrowing commercial paper.

Under the Credit Agreement, we are required to pay a facility fee and to maintain an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of not less than 3.0 to 1.0. We were in compliance with this covenant and our other long-term debt covenants at ~~June~~September 30, 2021 and had a coverage ratio of ~~13.9~~14.9 to 1. We are not aware of any potential impairment to our liquidity and expect to remain in compliance with all of our debt covenants. Additionally, our earliest long-term debt maturity is in 2025.

We also have a current shelf registration statement filed with the Securities and Exchange Commission that allows for the issuance of additional debt securities that may be utilized in one or more offerings on terms to be determined at the time of the offering. Net proceeds of any offering would be used for general corporate purposes, including repayment of existing indebtedness, capital expenditures and acquisitions.

At ~~June~~September 30, 2021, our cash and cash equivalents totaled ~~$601.4~~$739.1 million, of which ~~$481.2~~$503.8 million was held outside the United States. At December 31, 2020, our cash and cash equivalents totaled $513.1 million, of which $345.9 million was held outside the United States. Cash and cash equivalents are invested in highly liquid investment-grade money market instruments and bank deposits with maturities of three months or less. We invest any cash in excess of near-term requirements in money ~~market~~

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market instruments or short-term investments, which consist of investment grade time deposits with original maturity dates at the time of purchase of no greater than three months.

We utilize the net debt to net capitalization calculation (a non-GAAP measure) to assess our overall financial leverage and capacity and believe the calculation is useful to investors for the same reason. Net debt represents total debt minus cash and cash equivalents. Net capitalization represents net debt plus stockholders' equity. The following table provides a reconciliation of net debt to net capitalization to the most directly comparable GAAP measures:


Net Debt to Net Capitalization Ratio (dollars in thousands)	Net Debt to Net Capitalization Ratio (dollars in thousands)	June 30, 2021			December 31, 2020			Net Debt to Net Capitalization Ratio (dollars in thousands)	September 30, 2021			December 31, 2020

Long-term debt	Long-term debt	$	3,083,246		$	3,108,829		Long-term debt	$	3,060,184		$	3,108,829
Total debt	Total debt	3,083,246			3,108,829			Total debt	3,060,184			3,108,829
Less: Cash and cash equivalents	Less: Cash and cash equivalents	(601,359)			(513,075)			Less: Cash and cash equivalents	(739,144)			(513,075)
Net debt	Net debt	2,481,887			2,595,754			Net debt	2,321,040			2,595,754
Add: Stockholders' equity	Add: Stockholders' equity	3,719,304			3,385,773			Add: Stockholders' equity	3,891,818			3,385,773
Net capitalization	Net capitalization	$	6,201,191		$	5,981,527		Net capitalization	$	6,212,858		$	5,981,527
Net debt to net capitalization	Net debt to net capitalization	40.0		%	43.4		%	Net debt to net capitalization	37.4		%	43.4		%

Our net debt to net capitalization ratio decreased to ~~40.0%~~37.4% at ~~June~~September 30, 2021 compared to 43.4% at December 31, 2020. Net debt decreased ~~$113.9~~$274.7 million during the period primarily due to an increase in cash and cash equivalents and a decrease in long-term debt as a result of foreign currency translation on Euro denominated notes. Stockholders' equity increased ~~$333.5~~$506.0 million primarily as a result of earnings during the period, partially offset by dividends paid, exercises of share-based awards and share repurchases.

Operating cash flow, existing capacity of our Credit Agreement and access to capital markets are expected to satisfy our various cash flow requirements, including acquisitions, capital expenditures and share repurchases.

Critical Accounting Policies and Estimates

Our Condensed Consolidated Financial Statements and related public financial information are based on the application of GAAP which requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our public disclosures, including information regarding contingencies, risk and our financial condition. We believe our use of estimates and underlying accounting assumptions conform to GAAP and are consistently applied. We review valuations based on estimates for reasonableness on a consistent basis.

Recent Accounting Standards

See Part 1, Notes to Condensed Consolidated Financial Statements, Note 20 — Recent Accounting Pronouncements. The adoption of recent accounting standards as included in Note 20 — Recent Accounting Pronouncements in the Condensed Consolidated Financial Statements has not had, and is not expected to have, a significant impact on our revenue, earnings or liquidity.

Special Notes Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, especially ~~"Management’s Discussion and Analysis of Financial Condition and Results of Operations,"~~MD&A, contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this document other than statements of historical fact are statements that are, or could be deemed, “forward-looking” statements. Some of these statements may be indicated by words such as “may”, “anticipate”, “expect”, believe”, “intend”, “guidance”, “estimates”, “suggest”, “will”, “plan”, “should”, “would”, “could”, “forecast”, "headwind", "tailwind" and other words and terms that use the future tense or have a similar meaning. Forward-looking statements are based on current expectations and are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control. Factors that could cause actual results to differ materially from current expectations include, among other things, the impacts of COVID-19 or other future pandemics on the global economy and on our customers, suppliers, employees, business and cash flows, supply chain constraints and labor shortages that could result in production stoppages, inflation in material input costs and freight logistics, other general economic conditions and conditions in the particular markets in which we operate, changes in customer demand and capital spending, competitive factors and pricing pressures, our ability to develop and launch new products in a cost-effective manner, changes in law, including the effect of U.S. tax laws and developments with respect to trade policy and tariffs, our ability to identify and complete acquisitions and integrate and realize

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synergies from newly acquired businesses, the impact of interest rate and currency exchange rate fluctuations, capital allocation plans and changes in those plans, including with

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respect to dividends, share repurchases, investments in research and development, capital expenditures and acquisitions, our ability to derive expected benefits from restructuring, productivity initiatives and other cost reduction actions, changes in material costs or the supply of input materials, the impact of legal compliance risks and litigation, including with respect to product quality and safety, cybersecurity and privacy, our ability to capture and protect intellectual property rights, and various other factors that are described in our periodic reports filed with or furnished to the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2020. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

The Company may, from time to time, post financial or other information on its website, www.dovercorporation.com. The website is for informational purposes only and is not intended for use as a hyperlink. The Company is not incorporating any material on its website into this report.

Non-GAAP Disclosures

In an effort to provide investors with additional information regarding our results as determined by GAAP, we also disclose non-GAAP information which we believe provides useful information to investors. Segment EBITDA, segment EBITDA margin, free cash flow, free cash flow as a percentage of revenue, free cash flow as a percentage of net earnings, net debt, net capitalization, net debt to net capitalization ratio, adjusted working capital, organic revenue growth and rightsizing costs are not financial measures under GAAP and should not be considered as a substitute for earnings, cash flows from operating activities, debt or equity, working capital, revenue or restructuring costs as determined in accordance with GAAP, and they may not be comparable to similarly titled measures reported by other companies.

We believe that segment EBITDA and segment EBITDA margin are useful to investors and other users of our financial information in evaluating ongoing operating profitability as they exclude the depreciation and amortization expense related primarily to capital expenditures and acquisitions that occurred in prior years, as well as in evaluating operating performance in relation to our competitors. Segment EBITDA is calculated by adding back depreciation and amortization expense to segment earnings, which is the most directly comparable GAAP measure. We do not present segment net income because corporate expenses, interest and taxes are not allocated at a segment level. Segment EBITDA margin is calculated as segment EBITDA divided by segment revenue.

We believe the net debt to net capitalization ratio and free cash flow are important measures of liquidity. Net debt to net capitalization is helpful in evaluating our capital structure and the amount of leverage we employ. Free cash flow and free cash flow ratios provide both management and investors a measurement of cash generated from operations that is available to fund acquisitions, pay dividends, repay debt and repurchase our common stock. Free cash flow as a percentage of revenue equals free cash flow divided by revenue. Free cash flow as a percentage of net earnings equals free cash flow divided by net earnings. We believe that reporting adjusted working capital, which is calculated as accounts receivable, plus inventory, less accounts payable, provides a meaningful measure of our operational results by showing the changes caused solely by revenue. We believe that reporting organic revenue growth, which excludes the impact of foreign currency exchange rates and the impact of acquisitions and divestitures, provides a useful comparison of our revenue performance and trends between periods. We believe that reporting rightsizing costs, which include restructuring and other charges, is important as it enables management and investors to better understand the financial impact of our broad-based cost reduction and operational improvement initiatives.

Reconciliations of non-GAAP measures can be found above in this Item 2, Management's Discussion and ~~Analysis.~~Analysis of Financial Condition and Results of Operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no significant change in our exposure to market risk during the ~~six~~nine months ended ~~June~~September 30, 2021. For a discussion of our exposure to market risk, refer to Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

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Item 4. Controls and Procedures

At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of ~~June~~September 30, 2021.

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During the ~~second~~third quarter of 2021, there were no changes in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

See Part I, Notes to Condensed Consolidated Financial Statements, Note 14 — Commitments and Contingent Liabilities.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

a.Not applicable.

b.Not applicable.

c.In November 2020, 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, 2021 through December 31, 2023. No share repurchases were made under the November 2020 authorization during the three months ended ~~June~~September 30, 2021. As of ~~June~~September 30, 2021, the number of shares still available for repurchase under the November 2020 share repurchase authorization was 19,817,049.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits


10.1			Dover Corporation ~~2021 Omnibus Incentive~~Executive Severance Plan (as amended and restated effective August 5, 2021), filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed ~~May 10,~~August 11, 2021 (SEC File No. ~~001-04018)~~001-04018 is incorporated by reference.*

10.2			Dover Corporation Senior Executive Change-in-Control Severance Plan (as amended and restated effective August 5, 2021), filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed August 11, 2021 (SEC File No. 001-04018 is incorporated by reference.*

31.1			Certificate pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by Brad M. Cerepak.

31.2			Certificate pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by Richard J. Tobin.

32			Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Richard J. Tobin and Brad M. Cerepak.

101			The following materials from Dover Corporation’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2021 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Earnings, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.

104			Cover Page formatted in Inline XBRL and contained in Exhibit 101.
			*Executive compensation plan or arrangement.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.


		DOVER CORPORATION

Date:	~~July 20,~~October 19, 2021	/s/ Brad M. Cerepak
		Brad M. Cerepak
		Senior Vice President & Chief Financial Officer
		(Principal Financial Officer)

Date:	~~July 20,~~October 19, 2021	/s/ Ryan W. Paulson
		Ryan W. Paulson
		Vice President, Controller
		(Principal Accounting Officer)

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