UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~June 30, ~~2022~~2023

☐ 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 ~~October 13, 2022~~July 18, 2023 was ~~140,353,950.~~139,873,825.

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~~ ~~nine~~and six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	1
	Condensed Consolidated Statements of Comprehensive Earnings for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	2
	Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	4
	Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended June 30, 2023 and 202 ~~September~~ ~~30, 2022 and 2021~~2	6
	Note 1 — Basis of Presentation	7
	Note 2 — Revenue	7
	Note 3 — Acquisitions	8

	Note 4 — Inventories, net	118
	Note 5 — Property, Plant and Equipment, net	119
	Note 6 — Credit Losses	119
	Note 7 — Goodwill and Other Intangible Assets	129
	Note 8 — Restructuring Activities	1310
	Note 9 — Borrowings	1411
	Note 10 — Financial Instruments	1512
	Note 11 — Income Taxes	1714
	Note 12 — Equity Incentive Program	1714
	Note 13 — Commitments and Contingent Liabilities	1815

	Note 14 — ~~Employee Benefit Plans~~Other Comprehensive Earnings	16
	Note 15 — Segment Information	17
	Note 16 — Share Repurchases	19
	Note 1517 — ~~Other Comprehensive~~ Earnings per Share	19
	Note 18 — Recent Accounting Pronouncements	20
	~~Note 16 — Segment Information~~	20
	~~Note 17 — Share Repurchases~~	23
	~~Note 18 — Earnings per Share~~	24
	~~Note 19 — Recent Accounting Pronouncements~~	24

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2521
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4641
Item 4.	Controls and Procedures	4642

PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	4743
Item 1A.	Risk Factors	4743
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4743
Item 3.	Defaults Upon Senior Securities	4743
Item 4.	Mine Safety Disclosures	4743
Item 5.	Other Information	4843
Item 6.	Exhibits	4944

SIGNATURES		5045

Table of Contents

Item 1. Financial Statements

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Revenue	Revenue	$	2,158,291	$	2,018,269	$	6,368,907	$	5,917,846	Revenue	$	2,100,086	$	2,158,715	$	4,179,109	$	4,210,616
Cost of goods and services	Cost of goods and services	1,385,541		1,263,690		4,071,680		3,669,547		Cost of goods and services	1,341,250		1,377,432		2,673,254		2,686,139
Gross profit	Gross profit	772,750		754,579		2,297,227		2,248,299		Gross profit	758,836		781,283		1,505,855		1,524,477
Selling, general and administrative expenses	Selling, general and administrative expenses	402,339		412,553		1,270,615		1,249,593		Selling, general and administrative expenses	434,340		424,433		866,754		868,276

Operating earnings	Operating earnings	370,411		342,026		1,026,612		998,706		Operating earnings	324,496		356,850		639,101		656,201
Interest expense	Interest expense	29,789		26,433		83,330		79,917		Interest expense	33,804		26,989		68,018		53,541
Interest income	Interest income	(1,244)		(1,466)		(2,968)		(3,088)		Interest income	(2,653)		(949)		(4,744)		(1,724)

Other income, net	Other income, net	(11,167)		(10,460)		(17,842)		(18,236)		Other income, net	(6,678)		(4,546)		(10,486)		(6,675)
Earnings before provision for income taxes	Earnings before provision for income taxes	353,033		327,519		964,092		940,113		Earnings before provision for income taxes	300,023		335,356		586,313		611,059
Provision for income taxes	Provision for income taxes	67,007		63,763		162,295		179,080		Provision for income taxes	57,784		45,738		115,500		95,288

Net earnings	Net earnings	$	286,026	$	263,756	$	801,797	$	761,033	Net earnings	$	242,239	$	289,618	$	470,813	$	515,771

Net earnings per share:	Net earnings per share:									Net earnings per share:
Basic	Basic	$	2.01	$	1.83	$	5.59	$	5.29	Basic	$	1.73	$	2.01	$	3.37	$	3.58
Diluted	Diluted	$	2.00	$	1.81	$	5.55	$	5.24	Diluted	$	1.72	$	2.00	$	3.35	$	3.56
Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	142,506		143,976		143,469		143,895		Basic	139,862		143,832		139,810		143,959
Diluted	Diluted	143,257		145,440		144,413		145,220		Diluted	140,578		144,669		140,597		144,998

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In thousands)

(Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Net earnings $ 286,026 $ 263,756 $ 801,797 $ 761,033
Other comprehensive loss, net of tax
Foreign currency translation adjustments:
Foreign currency translation losses (117,460) (26,155) (216,665) (17,567)
Reclassification of foreign currency translation losses to earnings — — 5,915 —
Total foreign currency translation adjustments (net of $(21,020), $(5,446), $(39,990) and $(11,669) tax provision, respectively) (117,460) (26,155) (210,750) (17,567)
Pension and other post-retirement benefit plans:
Amortization of actuarial losses included in net periodic pension cost 327 2,353 1,032 7,080
Amortization of prior service costs included in net periodic pension cost 223 214 670 646
Total pension and other post-retirement benefit plans (net of $(195), $(771), $(605) and $(2,320) tax provision, respectively) 550 2,567 1,702 7,726
Changes in fair value of cash flow hedges:
Unrealized net gains (losses) arising during period 1,503 (212) 2,317 4,107
Net gains reclassified into earnings (1,290) (206) (3,911) (3,077)
Total cash flow hedges (net of $(61), $122, $458 and $(302) tax benefit (provision), respectively) 213 (418) (1,594) 1,030
Other comprehensive loss, net of tax (116,697) (24,006) (210,642) (8,811)
Comprehensive earnings $ 169,329 $ 239,750 $ 591,155 $ 752,222


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net earnings	$	242,239	$	289,618	$	470,813	$	515,771
Other comprehensive earnings (loss), net of tax
Foreign currency translation adjustments:
Foreign currency translation gain (loss)	21,335		(77,552)		37,907		(99,205)
Reclassification of foreign currency translation losses to earnings	—		—		—		5,915
Total foreign currency translation adjustments (net of $3,166, $(10,539), $7,216 and $(18,970) tax benefit (provision), respectively)	21,335		(77,552)		37,907		(93,290)
Pension and other post-retirement benefit plans:


Amortization of actuarial (gain) loss included in net periodic pension cost	(528)		345		(1,062)		705
Amortization of prior service costs included in net periodic pension cost	255		226		519		447

Total pension and other post-retirement benefit plans (net of $83, $(202), $165 and $(410) tax benefit (provision), respectively)	(273)		571		(543)		1,152
Changes in fair value of cash flow hedges:
Unrealized net (loss) gain arising during period	(268)		(1,150)		(341)		814
Net loss (gain) reclassified into earnings	852		(1,045)		1,698		(2,621)
Total cash flow hedges (net of $(167), $631, $(387) and $519 tax (provision) benefit, respectively)	584		(2,195)		1,357		(1,807)

Other comprehensive earnings (loss), net of tax	21,646		(79,176)		38,721		(93,945)
Comprehensive earnings	$	263,885	$	210,442	$	509,534	$	421,826

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)


		September 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	306,002	$	385,504	Cash and cash equivalents	$	285,777	$	380,868

Receivables, net	Receivables, net	1,497,062		1,347,514		Receivables, net	1,561,162		1,516,871
Inventories, net	Inventories, net	1,407,797		1,191,095		Inventories, net	1,396,260		1,366,608
Prepaid and other current assets	Prepaid and other current assets	166,184		137,596		Prepaid and other current assets	171,478		159,118

Total current assets	Total current assets	3,377,045		3,061,709		Total current assets	3,414,677		3,423,465
Property, plant and equipment, net	Property, plant and equipment, net	958,894		957,310		Property, plant and equipment, net	1,016,206		1,004,825

Goodwill	Goodwill	4,532,333		4,558,822		Goodwill	4,698,604		4,669,494
Intangible assets, net	Intangible assets, net	1,313,001		1,359,522		Intangible assets, net	1,274,179		1,333,735
Other assets and deferred charges	Other assets and deferred charges	471,068		466,264		Other assets and deferred charges	497,920		465,000

Total assets	Total assets	$	10,652,341	$	10,403,627	Total assets	$	10,901,586	$	10,896,519

LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Short-term borrowings	Short-term borrowings	$	788,860	$	105,702	Short-term borrowings	$	446,175	$	735,772
Accounts payable	Accounts payable	1,143,253		1,073,568		Accounts payable	1,028,928		1,068,144
Accrued compensation and employee benefits	Accrued compensation and employee benefits	232,247		302,978		Accrued compensation and employee benefits	235,773		269,785
Deferred revenue	Deferred revenue	246,181		227,549		Deferred revenue	261,202		256,933
Accrued insurance	Accrued insurance	105,095		101,448		Accrued insurance	87,464		92,876
Other accrued expenses	Other accrued expenses	321,487		347,097		Other accrued expenses	319,263		318,337
Federal and other income taxes	Federal and other income taxes	51,631		91,999		Federal and other income taxes	45,291		31,427

Total current liabilities	Total current liabilities	2,888,754		2,250,341		Total current liabilities	2,424,096		2,773,274
Long-term debt	Long-term debt	2,842,662		3,018,714		Long-term debt	2,976,573		2,942,513
Deferred income taxes	Deferred income taxes	389,133		364,117		Deferred income taxes	340,554		375,150
Noncurrent income tax payable	Noncurrent income tax payable	44,313		48,385		Noncurrent income tax payable	28,024		44,313
Other liabilities	Other liabilities	496,053		532,542		Other liabilities	470,234		474,903

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

Total stockholders' equity	Total stockholders' equity	3,991,426		4,189,528		Total stockholders' equity	4,662,105		4,286,366
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	10,652,341	$	10,403,627	Total liabilities and stockholders' equity	$	10,901,586	$	10,896,519

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except per share data)

(Unaudited)


		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 June 30, 2022		$	259,601	$	863,717	$	9,816,960	$	(247,997)	$	(6,303,758)	$	4,388,523
Balance at April 1, 2023														Balance at April 1, 2023	$	259,794	$	866,705	$	10,380,895	$	(249,148)	$	(6,797,685)	$	4,460,561
Net earnings	Net earnings	—		—		286,026		—		—		286,026		Net earnings	—		—		242,239		—		—		242,239
Dividends paid ($0.505 per share)	Dividends paid ($0.505 per share)	—		—		(72,580)		—		—		(72,580)		Dividends paid ($0.505 per share)	—		—		(70,701)		—		—		(70,701)
Common stock issued for the exercise of share-based awards	Common stock issued for the exercise of share-based awards	5		(177)		—		—		—		(172)		Common stock issued for the exercise of share-based awards	24		1,895		—		—		—		1,919
Stock-based compensation expense	Stock-based compensation expense	—		6,326		—		—		—		6,326		Stock-based compensation expense	—		6,441		—		—		—		6,441
Common stock acquired, including accelerated share repurchase program		—		(100,000)		—		—		(400,000)		(500,000)
Other comprehensive loss, net of tax		—		—		—		(116,697)		—		(116,697)

Balance at September 30, 2022		$	259,606	$	769,866	$	10,030,406	$	(364,694)	$	(6,703,758)	$	3,991,426
Other comprehensive earnings, net of tax														Other comprehensive earnings, net of tax	—		—		—		21,646		—		21,646

Balance at June 30, 2023														Balance at June 30, 2023	$	259,818	$	875,041	$	10,552,433	$	(227,502)	$	(6,797,685)	$	4,662,105


		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 June 30, 2021		$	259,371	$	853,887	$	8,962,863	$	(138,059)	$	(6,218,758)	$	3,719,304
Balance at April 1, 2022														Balance at April 1, 2022	$	259,573	$	858,587	$	9,599,195	$	(168,821)	$	(6,218,758)	$	4,329,776

Net earnings	Net earnings	—		—		263,756		—		—		263,756		Net earnings	—		—		289,618		—		—		289,618
Dividends paid ($0.50 per share)	Dividends paid ($0.50 per share)	—		—		(72,107)		—		—		(72,107)		Dividends paid ($0.50 per share)	—		—		(71,853)		—		—		(71,853)
Common stock issued for the exercise of share-based awards	Common stock issued for the exercise of share-based awards	25		(1,795)		—		—		—		(1,770)		Common stock issued for the exercise of share-based awards	28		(2,088)		—		—		—		(2,060)
Stock-based compensation expense	Stock-based compensation expense	—		6,660		—		—		—		6,660		Stock-based compensation expense	—		7,218		—		—		—		7,218
Common stock acquired														Common stock acquired	—		—		—		—		(85,000)		(85,000)
Other comprehensive loss, net of tax														Other comprehensive loss, net of tax	—		—		—		(79,176)		—		(79,176)

Other comprehensive loss, net of tax		—		—		—		(24,006)		—		(24,006)
Other, net		—		(19)		—		—		—		(19)
Balance at September 30, 2021		$	259,396	$	858,733	$	9,154,512	$	(162,065)	$	(6,218,758)	$	3,891,818
Balance at June 30, 2022														Balance at June 30, 2022	$	259,601	$	863,717	$	9,816,960	$	(247,997)	$	(6,303,758)	$	4,388,523

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except per share data)

(Unaudited)
Common stock $1 par value Additional paid-in capital Retained earnings Accumulated other comprehensive loss Treasury stock Total stockholders' equity
Balance at December 31, 2021 $ 259,457 $ 857,636 $ 9,445,245 $ (154,052) $ (6,218,758) $ 4,189,528
Net earnings — — 801,797 — — 801,797
Dividends paid ($1.505 per share) — — (216,636) — — (216,636)
Common stock issued for the exercise of share-based awards 149 (12,427) — — — (12,278)
Stock-based compensation expense — 24,657 — — — 24,657
Common stock acquired, including accelerated share repurchase program — (100,000) — — (485,000) (585,000)
Other comprehensive loss, net of tax — — — (210,642) — (210,642)
Balance at September 30, 2022 $ 259,606 $ 769,866 $ 10,030,406 $ (364,694) $ (6,703,758) $ 3,991,426


	Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total stockholders' equity
Balance at January 1, 2023	$	259,644	$	867,560	$	10,223,070	$	(266,223)	$	(6,797,685)	$	4,286,366
Net earnings	—		—		470,813		—		$	—	470,813
Dividends paid ($1.01 per share)	—		—		(141,474)		—		—		(141,474)
Common stock issued for the exercise of share-based awards	174		(11,242)		—		—		—		(11,068)
Stock-based compensation expense	—		18,723		—		—		—		18,723

Other comprehensive earnings, net of tax	—		—		—		38,721		—		38,721
Other, net	—		—		24				—		24
Balance at June 30, 2023	$	259,818	$	875,041	$	10,552,433	$	(227,502)	$	(6,797,685)	$	4,662,105


		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, 2020		$	258,982	$	868,882	$	8,608,284	$	(153,254)	$	(6,197,121)	$	3,385,773
Balance at January 1, 2022														Balance at January 1, 2022	$	259,457	$	857,636	$	9,445,245	$	(154,052)	$	(6,218,758)	$	4,189,528

Net earnings	Net earnings	—		—		761,033		—		—		761,033		Net earnings	—		—		515,771		—		—		515,771
Dividends paid ($1.49 per share)		—		—		(214,805)		—		—		(214,805)
Dividends paid ($1.00 per share)														Dividends paid ($1.00 per share)	—		—		(144,056)		—		—		(144,056)
Common stock issued for the exercise of share-based awards	Common stock issued for the exercise of share-based awards	414		(35,252)		—		—		—		(34,838)		Common stock issued for the exercise of share-based awards	144		(12,250)		—		—		—		(12,106)
Stock-based compensation expense	Stock-based compensation expense	—		25,053		—		—		—		25,053		Stock-based compensation expense	—		18,331		—		—		—		18,331
Common stock acquired	Common stock acquired	—		—		—		—		(21,637)		(21,637)		Common stock acquired	—		—		—		—		(85,000)		(85,000)
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	—		—		—		(8,811)		—		(8,811)		Other comprehensive loss, net of tax	—		—		—		(93,945)		—		(93,945)
Other, net		—		50		—		—		—		50
Balance at September 30, 2021		$	259,396	$	858,733	$	9,154,512	$	(162,065)	$	(6,218,758)	$	3,891,818

Balance at June 30, 2022														Balance at June 30, 2022	$	259,601	$	863,717	$	9,816,960	$	(247,997)	$	(6,303,758)	$	4,388,523

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


		Nine Months Ended September 30,					Six Months Ended June 30,
		2022		2021			2023		2022
Operating Activities:	Operating Activities:					Operating Activities:
Net earnings	Net earnings	$	801,797	$	761,033	Net earnings	$	470,813	$	515,771

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

Depreciation and amortization	Depreciation and amortization	230,808		218,236		Depreciation and amortization	156,687		154,294
Stock-based compensation expense	Stock-based compensation expense	24,657		25,053		Stock-based compensation expense	18,723		18,331

Reclassification of foreign currency translation losses to earnings	Reclassification of foreign currency translation losses to earnings	5,915		—		Reclassification of foreign currency translation losses to earnings	—		5,915
Other, net	Other, net	(35,814)		(11,969)		Other, net	16,404		(8,152)
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		(227,831)		(222,521)
Accounts receivable, net						Accounts receivable, net	(32,060)		(204,676)
Inventories	Inventories	(286,437)		(225,522)		Inventories	(15,957)		(223,804)
Prepaid expenses and other assets	Prepaid expenses and other assets	(14,001)		(38,290)		Prepaid expenses and other assets	(18,390)		(17,923)
Accounts payable	Accounts payable	121,513		199,877		Accounts payable	(40,216)		147,829
Accrued compensation and employee benefits	Accrued compensation and employee benefits	(62,208)		32,284		Accrued compensation and employee benefits	(52,545)		(72,802)
Accrued expenses and other liabilities	Accrued expenses and other liabilities	(19,700)		42,084		Accrued expenses and other liabilities	(30,635)		(4,937)

Accrued and deferred taxes, net	Accrued and deferred taxes, net	(71,618)		8,321		Accrued and deferred taxes, net	(36,286)		(107,390)
Net cash provided by operating activities	Net cash provided by operating activities	467,081		788,586		Net cash provided by operating activities	436,538		202,456

Investing Activities:	Investing Activities:					Investing Activities:
Additions to property, plant and equipment	Additions to property, plant and equipment	(166,039)		(121,157)		Additions to property, plant and equipment	(88,454)		(100,577)
Acquisitions, net of cash acquired		(229,296)		(171,287)
Acquisitions, net of cash and cash equivalents acquired						Acquisitions, net of cash and cash equivalents acquired	—		(8,453)
Proceeds from sale of property, plant and equipment	Proceeds from sale of property, plant and equipment	4,215		6,570		Proceeds from sale of property, plant and equipment	3,171		3,898

Other	Other	(10,941)		(768)		Other	(727)		(10,721)
Net cash used in investing activities	Net cash used in investing activities	(402,061)		(286,642)		Net cash used in investing activities	(86,010)		(115,853)

Financing Activities:	Financing Activities:					Financing Activities:
Repurchase of common stock, including prepayment under accelerated share repurchase program		(585,000)		(21,637)
Repurchase of common stock						Repurchase of common stock	—		(85,000)

Proceeds from commercial paper and other short-term borrowings, net		682,928		—
Change in commercial paper and other short-term borrowings, net						Change in commercial paper and other short-term borrowings, net	(289,597)		287,952
Dividends paid to stockholders	Dividends paid to stockholders	(216,636)		(214,805)		Dividends paid to stockholders	(141,474)		(144,056)
Payments to settle employee tax obligations on exercise of share-based awards	Payments to settle employee tax obligations on exercise of share-based awards	(12,278)		(34,838)		Payments to settle employee tax obligations on exercise of share-based awards	(11,068)		(12,106)

Other	Other	(2,593)		(3,518)		Other	(2,350)		(1,525)
Net cash used in financing activities		(133,579)		(274,798)
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(444,489)		45,265

Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(10,943)		(1,077)		Effect of exchange rate changes on cash and cash equivalents	(1,130)		(2,001)

Net (decrease) increase in cash and cash equivalents	Net (decrease) increase in cash and cash equivalents	(79,502)		226,069		Net (decrease) increase in cash and cash equivalents	(95,091)		129,867
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	385,504		513,075		Cash and cash equivalents at beginning of period	380,868		385,504
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	306,002	$	739,144	Cash and cash equivalents at end of period	$	285,777	$	515,371

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~~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~~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, ~~2021,~~2022, included in the Company's Annual Report on Form 10-K filed with the SEC on February ~~11, 2022.~~10, 2023. The year-end ~~Condensed Consolidated Balance Sheet~~condensed consolidated balance sheet was derived from audited financial statements.

The accompanying unaudited interim ~~Condensed Consolidated Financial Statements~~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~~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~~condensed consolidated financial statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair statement of results for these interim periods. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year.

2. Revenue

Revenue from Contracts with Customers

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

~~Over~~

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 15 — Segment Information for further details for revenue by segment and geographic location.

Performance Obligations

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

~~Revenue from~~A majority of the Company's contracts have a single performance obligation which represents, in most cases, the equipment or product being sold to the customer. Some contracts include multiple performance obligations such as a product and the related installation, extended warranty, software and digital solutions, and/or maintenance services. For contracts with ~~customers is disaggregated by segment and geographic location, as they best depict~~multiple performance obligations, the ~~nature and~~Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the ~~Company’s revenue. See Note 16 — Segment Information for further details for revenue by segment and geographic location.~~promised goods or services underlying each performance obligation.

At ~~September~~June 30, ~~2022,~~2023, we estimated that ~~$318 million~~$235,410 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~~The Company expects to recognize

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

approximately ~~73%~~73.8% of ~~our~~the Company's unsatisfied (or partially unsatisfied) performance obligations as revenue through ~~2023,~~2024, with the remaining balance to be recognized in ~~2024~~2025 and thereafter.

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

Contract Balances

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

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


		September 30, 2022	December 31, 2021	December 31, 2020		June 30, 2023		December 31, 2022		December 31, 2021

Contract assets	Contract assets	14,660	11,440	15,020	Contract assets	$	15,484	$	11,074	$	11,440
Contract liabilities - current	Contract liabilities - current	246,181	227,549	184,845	Contract liabilities - current	261,202		256,933		227,549
Contract liabilities - non-current	Contract liabilities - non-current	20,872	21,513	13,921	Contract liabilities - non-current	17,305		19,879		21,513

The revenue recognized during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 that was included in contract liabilities at the beginning of the period ~~inclusive of adjustments,~~ amounted to ~~$178,098~~$185,028 and ~~$155,255,~~$157,175, respectively.

3. Acquisitions

2023 Acquisitions

There were no acquisitions during the six monthsended June 30, 2023.

2022 Acquisitions

During the six months ended June 30, 2022, the Company completed one acquisition. On May 2, 2022, the Company acquired 100% of the equity interests of AMN DPI ("AMN"), a designer and manufacturer of polymer pelletizing tools, for $8,100, net of cash acquired. The AMN acquisition extended the Company's reach into polymer processing equipment production within the Pumps & Process Solutions segment. In connection with this acquisition, the Company recorded goodwill of $1,903 and intangible assets of $5,625, primarily related to customer intangibles.

4. Inventories, net


	June 30, 2023		December 31, 2022
Raw materials	$	800,200	$	812,066
Work in progress	260,241		230,865
Finished goods	477,598		458,881
Subtotal	1,538,039		1,501,812
Less reserves	(141,779)		(135,204)
Total	$	1,396,260	$	1,366,608

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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~~

~~2022 Acquisitions~~

~~During the nine months ended September 30, 2022, the Company acquired~~two businesses in separate transactions for total consideration of $229,296, net of cash acquired. Of these transactions, one includes additional consideration contingent on achieving certain financial performance targets. These businesses were acquired to complement and expand upon existing operations within the Pumps & Process Solutions segment. The goodwill recorded as a result of these acquisitions represents the economic benefits expected to be derived from product line expansions and operational synergies. The goodwill is non-deductible for U.S. income tax purposes for these acquisitions.

~~Malema~~

On July 1, 2022, the Company acquired 99.7% of the equity interests in Malema Engineering Corporation and its related foreign entities ("Malema"), a designer and manufacturer of flow measurement and control instruments serving customers in the biopharmaceutical, semiconductor and industrial sectors, for $220,843, net of cash acquired, subject to contingent consideration. Subsequent to September 30, 2022, the Company acquired the remaining 0.3% of equity interests in Malema. The Malema acquisition expands the Company's biopharma single-use production offering within the Pumps & Process Solutions segment. The contingent consideration is based upon meeting certain financial performance targets for each twelve-month period over the next two years from March 31, 2022, with a range of payouts from $0 to $50,000. No value is attributed to the current estimated fair value of contingent earn-out liability, which will be reassessed quarterly during the performance periods. In connection with this acquisition, the Company recorded goodwill of $151,701 and intangible assets of $64,000 for customer intangibles, $16,000 for patents, and $4,000 for trademarks. The fair value for customer intangibles at the acquisition date was determined using the multi-period excess earnings method under the income approach. The fair value measurements of intangible assets are based on significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include discounted future cash flows, customer attrition rates and discount rates. The fair value of assets acquired also includes trade receivables of $2,928. The fair values of the assets acquired and liabilities assumed, and the related tax balances, are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the measurement period as the Company finalizes the valuations of the assets acquired and liabilities assumed, and the related tax balances.

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


	~~Total~~
~~Current assets, net of cash acquired~~	$	~~8,985~~
~~Property, plant and equipment~~	~~2,733~~
~~Goodwill~~	~~151,701~~
~~Intangible assets~~	~~84,000~~
~~Other assets and deferred charges~~	~~1,159~~
~~Current liabilities~~	~~(5,676)~~
~~Non-current liabilities~~	~~(22,059)~~
~~Net assets acquired~~	$	~~220,843~~

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

Amount allocated Useful life
(in years)
Goodwill - non-deductible $ 151,701 na
Customer intangibles 64,000 15
Patents 16,000 10
Trademarks 4,000 15
$ 235,701

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~Other acquisitions~~

On May 2, 2022, the Company acquired 100% of the voting stock of AMN DPI ("AMN"), a designer and manufacturer of polymer pelletizing tools, for $8,453, net of cash acquired. The AMN acquisition extends the Company's reach into polymer processing equipment production within the Pumps & Process Solutions segment. In connection with this acquisition, the Company recorded goodwill of $2,315 and intangible assets of ~~$5,349, primarily related to customer intangibles.~~

~~2021 Acquisitions~~

During the nine months ended September 30, 2021, the Company acquired six businesses in separate transactions for total consideration of $179,161, 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 Clean Energy & Fueling segments. The goodwill recorded as a result of these acquisitions represents the economic benefits expected to be derived from product line expansions and operational synergies. Goodwill of $29,317 is deductible for income tax purposes and $83,142 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 $60,457, net of cash acquired. The Espy acquisition strengthens the Company's offering of complete signal intelligence systems with integrated software within the Engineered Products segment. In connection with this acquisition, the Company recorded goodwill of $29,317 and intangible assets of $21,100, primarily related to customer intangibles. The Espy acquisition was treated as an asset acquisition for U.S. income tax purposes, 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 industrial applications, for $29,147, net of cash acquired. The CDS Visual acquisition extends the Company's reach of customer-facing digital capabilities within the Engineered Products segment. In connection with this acquisition, the Company recorded goodwill of $20,863 and intangible assets of $9,930, primarily related to technology.

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

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

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

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

~~RegO~~

On December 28, 2021, the Company acquired 100% of the voting stock of ECI Holding Company, LLC ("RegO"), a provider of highly-engineered components and services that facilitate the production, storage, and distribution of cryogenic gases, for $626,620, net of cash acquired and inclusive of the impact of measurement period adjustments discussed below. In connection with this acquisition, the Company recorded goodwill of $158,894 deductible for income tax purposes and $122,301 non-deductible for income tax purposes. The Company also recorded intangible assets of $173,000 for customer intangibles,

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

$40,000 for patents, and $21,000 for trademarks. The fair value of customer intangibles at the acquisition date was determined using the multi-period excess earnings method under the income approach. The fair value measurements of intangible assets are based on significant unobservable inputs and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include discounted future cash flows, customer attrition rates and discount rates. The fair value of assets acquired also includes trade receivables of $33,900. The gross amount is $34,606, of which $706 is expected to be uncollectible. The fair values of the assets acquired and liabilities assumed, and the related tax balances, are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change during the measurement period as the Company finalizes the valuations of the assets acquired and liabilities assumed, and the related tax balances. During the nine months ended September 30, 2022, the Company recorded measurement period adjustments primarily related to its preliminary estimates of deferred taxes and changes in net working capital. These adjustments are based on facts and circumstances that existed as of the acquisition date which resulted in an increase in goodwill of $4,219.

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


	~~Total~~
~~Accounts receivable~~	$	~~33,900~~
~~Inventories~~	~~72,551~~
~~Other current assets~~	~~2,958~~
~~Property, plant and equipment~~	~~50,027~~
~~Goodwill~~	~~281,195~~
~~Intangible assets~~	~~234,000~~
~~Other assets and deferred charges~~	~~884~~
~~Current liabilities~~	~~(20,150)~~
~~Non-current liabilities~~	~~(28,745)~~
~~Net assets acquired~~	$	~~626,620~~

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

Amount allocated Useful life
(in years)
Goodwill - tax deductible $ 158,894 na
Goodwill - non-deductible 122,301 na
Customer intangibles 173,000 15
Patents 40,000 12
Trademarks 21,000 16
$ 515,195

~~Acme Cryogenics~~

On December 16, 2021, the Company acquired 100% of the voting stock of Acme Cryo Intermediate Inc. ("Acme Cryogenics"), a provider of highly-engineered components and services that facilitate the production, storage, and distribution of cryogenic gases, for $292,285, net of cash acquired and inclusive of the impact of measurement period adjustments discussed below. In connection with this acquisition, the Company recorded goodwill of $164,870 non-deductible for income tax purposes. The Company also recorded intangible assets of $99,000 for customer intangibles, $21,800 for unpatented technology and $6,500 for trademarks. The fair value of customer intangibles at the acquisition date was determined using the multi-period excess earnings method under the income approach. The fair value measurements of intangible assets are based on significant unobservable inputs and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include discounted future cash flows, customer attrition rates and discount rates. The fair value of assets acquired also includes trade receivables of $14,568. The gross amount is $14,912, of which $344 is expected to be uncollectible. The fair values of the assets acquired and liabilities assumed, and the related tax balances, are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change during the measurement period as the Company finalizes the valuations of the assets acquired and liabilities assumed, and the related tax balances. During the nine months ended September 30, 2022, the Company recorded measurement period adjustments primarily related to its preliminary estimates of deferred taxes and changes in net working capital. These adjustments are based on facts and circumstances that existed as of the acquisition date which resulted in a decrease in goodwill of $4,339.

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


	~~Total~~
~~Current assets, net of cash acquired~~	$	~~28,332~~
~~Property, plant and equipment~~	~~8,640~~
~~Goodwill~~	~~164,870~~
~~Intangible assets~~	~~127,300~~
~~Other assets and deferred charges~~	~~5,057~~
~~Current liabilities~~	~~(7,286)~~
~~Non-current liabilities~~	~~(34,628)~~
~~Net assets acquired~~	$	~~292,285~~

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

Amount allocated Useful life
(in years)
Goodwill - non-deductible $ 164,870 na
Customer intangibles 99,000 15
Unpatented technologies 21,800 12
Trademarks 6,500 16
$ 292,170

~~4. Inventories, net~~
September 30, 2022 December 31, 2021
Raw materials $ 781,168 $ 671,195
Work in progress 311,819 271,659
Finished goods 446,098 377,800
Subtotal 1,539,085 1,320,654
Less reserves (131,288) (129,559)
Total $ 1,407,797 $ 1,191,095

5. Property, Plant and Equipment, net


		September 30, 2022		December 31, 2021			June 30, 2023		December 31, 2022
Land	Land	$	60,706	$	63,656	Land	$	65,982	$	62,495
Buildings and improvements	Buildings and improvements	571,851		582,314		Buildings and improvements	634,994		620,500
Machinery, equipment and other	Machinery, equipment and other	1,848,889		1,816,473		Machinery, equipment and other	1,987,086		1,895,502
Property, plant and equipment, gross	Property, plant and equipment, gross	2,481,446		2,462,443		Property, plant and equipment, gross	2,688,062		2,578,497
Accumulated depreciation	Accumulated depreciation	(1,522,552)		(1,505,133)		Accumulated depreciation	(1,671,856)		(1,573,672)
Property, plant and equipment, net	Property, plant and equipment, net	$	958,894	$	957,310	Property, plant and equipment, net	$	1,016,206	$	1,004,825

Depreciation expense totaled ~~$36,889~~$39,840 and ~~$36,913~~$36,573 for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. For the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, depreciation expense totaled ~~$111,274~~$77,370 and ~~$111,152,~~$74,385, respectively.

6. Credit Losses

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

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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 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.


		2022		2021			2023		2022
Beginning Balance, December 31 of the Prior Year		$	40,126	$	40,474
Balance at January 1						Balance at January 1	$	39,399	$	40,126

Provision for expected credit losses, net of recoveries	Provision for expected credit losses, net of recoveries	2,791		4,744		Provision for expected credit losses, net of recoveries	433		(57)
Amounts written off charged against the allowance	Amounts written off charged against the allowance	(3,320)		(3,991)		Amounts written off charged against the allowance	(1,371)		(1,041)
Other, including foreign currency translation	Other, including foreign currency translation	(3,202)		371		Other, including foreign currency translation	(9)		(1,640)
Ending balance, September 30		$	36,395	$	41,598
Balance at June 30						Balance at June 30	$	38,452	$	37,388

7. Goodwill and Other Intangible Assets

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

Engineered Products Clean Energy & Fueling Imaging & Identification Pumps & Process Solutions Climate & Sustainability Technologies Total
Balance at December 31, 2021 $ 723,283 $ 1,427,691 $ 1,106,202 $ 792,839 $ 508,807 $ 4,558,822
Acquisitions — — — 154,016 — 154,016
Measurement period adjustments (286) 44 (1,544) — — (1,786)
Foreign currency translation (21,852) (70,344) (56,274) (27,867) (2,382) (178,719)
Balance at September 30, 2022 $ 701,145 $ 1,357,391 $ 1,048,384 $ 918,988 $ 506,425 $ 4,532,333


	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Total
Balance at January 1, 2023	$	712,542	$	1,391,418	$	1,078,259	$	979,535	$	507,740	$	4,669,494

Measurement period adjustments	—		—		—		(3,820)		—		(3,820)

Foreign currency translation	4,442		15,966		9,184		2,913		425		32,930
Balance at June 30, 2023	$	716,984	$	1,407,384	$	1,087,443	$	978,628	$	508,165	$	4,698,604

During the ~~nine~~six months ended ~~September~~June 30, ~~2022, the Company recognized additions of $154,016 to goodwill as a result of acquisitions as discussed in Note 3 — Acquisitions. During the nine months ended September 30, 2022,~~2023, the Company recorded measurement period adjustments that decreased goodwill by ~~$1,786,~~$3,820, principally related to ~~deferred taxes and~~ working capital adjustments for ~~2021~~2022 acquisitions within the ~~Imaging~~Pumps & ~~Identification and Engineered Products segments.~~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 Company’s definite-lived and indefinite-lived intangible assets by major asset class were as follows:
September 30, 2022 December 31, 2021
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying Amount
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying Amount
Amortized intangible assets:
Customer intangibles $ 1,819,083 $ 947,490 $ 871,593 $ 1,829,492 $ 909,776 $ 919,716
Trademarks 257,029 125,754 131,275 263,367 116,633 146,734
Patents 215,500 141,621 73,879 205,910 140,327 65,583
Unpatented technologies 243,792 129,646 114,146 221,239 123,464 97,775
Distributor relationships 74,812 53,594 21,218 84,204 55,260 28,944
Drawings and manuals 24,447 24,447 — 27,792 27,303 489
Other 22,503 18,017 4,486 22,347 18,775 3,572
Total 2,657,166 1,440,569 1,216,597 2,654,351 1,391,538 1,262,813
Unamortized intangible assets:
Trademarks 96,404 — 96,404 96,709 — 96,709
Total intangible assets, net(1)
$ 2,753,570 $ 1,440,569 $ 1,313,001 $ 2,751,060 $ 1,391,538 $ 1,359,522

~~(1)The change in intangible assets, net for the nine months ended September 30, 2022 includes a decrease of $48.2 million due to foreign currency translation.~~


	June 30, 2023						December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets:
Customer intangibles	$	1,897,641	$	1,059,509	$	838,132	$	1,881,402	$	996,947	$	884,455
Trademarks	267,800		142,842		124,958		265,466		132,791		132,675
Patents	214,426		145,885		68,541		219,199		146,337		72,862
Unpatented technologies	263,228		148,466		114,762		257,428		137,750		119,678
Distributor relationships	81,672		60,976		20,696		79,622		57,299		22,323

Other	27,564		17,091		10,473		46,880		41,682		5,198
Total	2,752,331		1,574,769		1,177,562		2,749,997		1,512,806		1,237,191
Unamortized intangible assets:
Trademarks	96,617		—		96,617		96,544		—		96,544
Total intangible assets, net	$	2,848,948	$	1,574,769	$	1,274,179	$	2,846,541	$	1,512,806	$	1,333,735

For the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, amortization expense was ~~$39,625~~$38,951 and ~~$35,998,~~$38,718, respectively. For the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, amortization expense was ~~$119,534~~$79,317 and ~~$107,084,~~$79,909, respectively. Amortization expense is primarily comprised of acquisition-related intangible amortization.

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company acquired certain intellectual property assets ~~related to electric refuse collection vehicles for approximately $29,750, including contingent consideration of up to $20,000.~~through an immaterial asset acquisition. These assets were classified as unpatented technologies and included in the ~~Engineered Products~~Imaging & Identification segment.

8. Restructuring Activities

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Engineered Products	Engineered Products	$	2,027	$	870	$	3,008	$	9,200	Engineered Products	$	3,938	$	524	$	4,477	$	981
Clean Energy & Fueling	Clean Energy & Fueling	3,063		1,620		4,682		3,084		Clean Energy & Fueling	5,847		1,423		15,991		1,619
Imaging & Identification	Imaging & Identification	516		168		2,051		1,032		Imaging & Identification	865		344		1,204		1,535
Pumps & Process Solutions	Pumps & Process Solutions	552		639		2,713		1,526		Pumps & Process Solutions	3,303		1,476		4,629		2,161
Climate & Sustainability Technologies	Climate & Sustainability Technologies	(85)		1,293		5,790		4,637		Climate & Sustainability Technologies	1,205		159		1,447		5,875
Corporate	Corporate	1,242		200		1,537		1,182		Corporate	1,241		383		1,127		295
Total	Total	$	7,315	$	4,790	$	19,781	$	20,661	Total	$	16,399	$	4,309	$	28,875	$	12,466

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	$	2,082	$	2,194	$	3,326	$	10,940	Cost of goods and services	$	5,682	$	1,037	$	9,155	$	1,244
Selling, general and administrative expenses	Selling, general and administrative expenses	5,233		2,596		16,455		9,721		Selling, general and administrative expenses	10,717		3,272		19,720		11,222
Total	Total	$	7,315	$	4,790	$	19,781	$	20,661	Total	$	16,399	$	4,309	$	28,875	$	12,466

The restructuring expenses of ~~$7,315~~ $16,399and ~~$19,781~~$28,875 incurred during the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 were primarily related to headcount reductions and exit costs in the ~~result of~~Clean Energy & Fueling, Engineered Products and Pumps & Process Solutions segments. These restructuring ~~programs~~programs were initiated in ~~2021~~2022 and ~~2022~~2023 and were undertaken in ~~response~~light of current market conditions. The Company will continue to make proactive adjustments to its cost structure through restructuring and other programs to align with current demand ~~conditions and broad-based operational efficiency initiatives focusing on footprint consolidation and IT centralization.~~trends.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The ~~$7,315 of restructuring charges incurred during the third quarter of 2022 primarily included the following items:~~

•~~The Engineered Products segment recorded $2,027 of restructuring charges related primarily to headcount reductions.~~

•The Clean Energy & Fueling segment recorded $3,063 of restructuring charges related primarily to headcount reductions and exit costs undertaken in light of market conditions. The segment will continue to make proactive adjustments to its cost structure through restructuring and other programs to align with current demand trends.

•~~The Imaging & Identification segment recorded $516 of restructuring charges related primarily to headcount reductions and exit costs.~~

•~~The Pumps & Process Solutions segment recorded $552 of restructuring charges related primarily to headcount reductions.~~

•~~The Climate & Sustainability Technologies segment recorded $(85) of net restructuring reserve adjustments.~~

•~~Corporate recorded $1,242 of restructuring charges related primarily to exit costs and simplification of organizational structure.~~

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

Severance Exit Total
Balance at December 31, 2021 $ 10,730 $ 3,067 $ 13,797
Restructuring charges 8,421 11,360 (1) 19,781
Payments (10,637) (4,253) (14,890)
Other, including foreign currency translation (862) (6,945) (1) (7,807)
Balance at September 30, 2022 $ 7,652 $ 3,229 $ 10,881

~~(1)~~ ~~Other activity includes non-cash foreign currency translation losses recorded as restructuring charges due to the substantial liquidation of businesses in certain Latin America countries.~~


	Severance		Exit		Total
Balance at January 1, 2023	$	12,007	$	2,503	$	14,510
Restructuring charges	22,204		6,671		28,875
Payments	(14,441)		(4,747)		(19,188)


Other, including foreign currency translation	422		(740)		(318)
Balance at June 30, 2023	$	20,192	$	3,687	$	23,879

9. Borrowings

Borrowings ~~consisted~~consist of the following:


	June 30, 2023		December 31, 2022
Short-term:
Commercial paper	$	445,500	$	734,936
Other	675		836

Short-term borrowings	$	446,175	$	735,772

September 30, 2022 December 31, 2021
Short-term:
Commercial paper $ 788,034 $ 105,000
Other 826 702
Short-term borrowings $ 788,860 $ 105,702

Carrying amount (1)
Principal September 30, 2022 December 31, 2021
Long-term
3.15% 10-year notes due November 15, 2025 $ 400,000 $ 397,895 $ 397,389
1.25% 10-year notes due November 9, 2026 (euro-denominated) € 600,000 577,288 674,217
0.750% 8-year notes due November 4, 2027 (euro-denominated) € 500,000 480,484 561,293
6.65% 30-year debentures due June 1, 2028 $ 200,000 199,431 199,356
2.950% 10-year notes due November 4, 2029 $ 300,000 297,313 297,029
5.375% 30-year debentures due October 15, 2035 $ 300,000 296,746 296,559
6.60% 30-year notes due March 15, 2038 $ 250,000 248,251 248,166
5.375% 30-year notes due March 1, 2041 $ 350,000 344,913 344,705
Other 341 —
Total long-term debt $ 2,842,662 $ 3,018,714
During the six months ended June 30, 2023, commercial paper borrowings decreased $289,436. The borrowings outstanding under the commercial paper program had a weighted average annual interest rate of 5.33% and 4.61% as of June 30, 2023 and December 31, 2022, respectively.


			Carrying amount (1)
	Principal		June 30, 2023		December 31, 2022
Long-term
3.15% 10-year notes due November 15, 2025	$	400,000	$	398,400	$	398,063
1.25% 10-year notes due November 9, 2026 (euro-denominated)	€	600,000	649,816		631,522
0.750% 8-year notes due November 4, 2027 (euro-denominated)	€	500,000	540,865		525,654
6.65% 30-year debentures due June 1, 2028	$	200,000	199,506		199,456
2.950% 10-year notes due November 4, 2029	$	300,000	297,597		297,408
5.375% 30-year debentures due October 15, 2035	$	300,000	296,933		296,808
6.60% 30-year notes due March 15, 2038	$	250,000	248,336		248,279
5.375% 30-year notes due March 1, 2041	$	350,000	345,120		344,982
Other			—		341


Total long-term debt			$	2,976,573	$	2,942,513

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

~~$12.8~~ $11.9 million and ~~$15.1~~$12.7 million as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. Total deferred debt issuance costs were ~~$11.2~~$9.8 million and ~~$12.5~~$10.7 million as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

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

1411

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

During the nine months ended September 30, 2022, commercial paper borrowings increased $683,034. The borrowings outstanding under the commercial paper program had a weighted average annual interest rate of 3.34% and 0.38% as of September 30, 2022 and December 31, 2021, respectively.

~~As of September 30, 2022,~~On April 6, 2023, the Company ~~maintained~~entered into new $1.0 billion five-year and $500.0 million 364-day unsecured revolving credit facilities ("Credit Agreements") with a ~~$1.0~~syndicate of banks. The new five-year credit facility replaced the previous $1 billion five-year unsecured revolving credit facility, ~~(the "Credit Agreement") with a syndicate of banks~~ which ~~expires~~was set to expire on October 4, ~~2024.~~2024 and was terminated by the Company upon execution of the new five-year credit facility. The lenders' commitments under the five-year and 364-day Credit Agreements will terminate and the loans under the Credit Agreements will mature on April 6, 2028 and April 4, 2024, respectively. The Company ~~uses~~may elect to extend the maturity date of any loans under the 364-day credit facility until April 4, 2025, subject to conditions specified therein. The Credit ~~Agreement principally~~Agreements are designated as a liquidity ~~back-up~~back-stop for ~~its~~the Company's commercial paper program, which was upsized from $1.0 billion to $1.5 billion during the quarter, and also are available for general corporate purposes. At the Company's election, loans under the Credit ~~Agreement~~Agreements will bear interest at a base rate plus an applicable margin. The Credit ~~Agreement requires~~Agreements require the Company to pay a facility ~~fee~~fees and ~~imposes~~impose various restrictions on the Company such as, among other things, a requirement to maintain a minimum interest coverage ratio of consolidated EBITDA to consolidated net interest expense of not less than 3.0 to 1. As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, there were no outstanding borrowings under the new Credit ~~Agreement.~~Agreements or the previous five-year credit facility.

The Company was in compliance with all covenants in the Credit ~~Agreement~~Agreements and other long-term debt covenants at ~~September~~June 30, ~~2022~~2023 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of ~~17.5~~13.7 to 1.

Letters of Credit and other Guarantees

As of ~~September~~June 30, ~~2022,~~2023, the Company had approximately ~~$168~~$183.9 million outstanding in letters of credit, surety bonds, and performance and other guarantees which primarily expire on various dates through ~~2039.~~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.~~obligations, the probability of which is believed to be remote.

10. Financial Instruments

Derivatives

The Company is exposed to market risk for changes in foreign currency exchange rates due to the global nature of its operations and certain commodity risks. In order to manage these risks, the Company has hedged portions of its forecasted sales and purchases which occur within the next twelve months that are denominated in non-functional currencies, with currency forward contracts designated as cash flow hedges. At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had contracts with total notional amounts of ~~$163,384~~$180,999 and ~~$180,929,~~$184,565, respectively, to exchange currencies, principally euro, pound sterling, Swedish krona, Canadian dollar, Chinese yuan, and Swiss franc. The Company believes it is probable that all forecasted cash flow transactions will occur.

In addition, the Company had outstanding contracts with a total notional amount of ~~$112,646~~$106,341 and ~~$108,736~~$102,509 as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively, that are not designated as hedging instruments. These instruments are used to reduce the Company's exposure for operating receivables and payables that are denominated in non-functional currencies. Gains and losses on these contracts are recorded in other income, net in the ~~Condensed Consolidated Statements~~condensed consolidated statements of ~~Earnings.~~earnings.

The following table sets forth the fair values of derivative instruments held by the Company as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 and the balance sheet lines in which they are recorded:


		Fair Value Asset (Liability)						Fair Value Asset (Liability)
		September 30, 2022		December 31, 2021		Balance Sheet Caption		June 30, 2023		December 31, 2022		Balance Sheet Caption
Foreign currency forward	Foreign currency forward	$	3,866	$	2,825	Prepaid and other current assets	Foreign currency forward	$	2,255	$	944	Prepaid and other current assets
Foreign currency forward	Foreign currency forward	(5,377)		(433)		Other accrued expenses	Foreign currency forward	(2,249)		(2,760)		Other accrued expenses

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

For a cash flow hedge, the change in estimated fair value of a hedging instrument is recorded in accumulated other comprehensive earnings (loss) ~~earnings~~ as a separate component of the ~~Condensed Consolidated Statements~~condensed consolidated statements of ~~Stockholders' Equity~~stockholders' equity and is reclassified into revenues, cost of goods and services, or selling, general and administrative expenses in the ~~Condensed Consolidated Statements~~condensed consolidated statements of ~~Earnings~~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.

~~Table of Contents~~

~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

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

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Gain on euro-denominated debt $ 94,731 $ 24,032 $ 179,221 $ 51,571
Tax expense (21,020) (5,446) (39,990) (11,669)
Net gain on net investment hedges, net of tax $ 73,711 $ 18,586 $ 139,231 $ 39,902


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
(Loss) gain on euro-denominated debt	$	(14,264)	$	46,742	$	(32,511)	$	84,490
Tax benefit (expense)	3,166		(10,539)		7,216		(18,970)
Net (loss) gain on net investment hedges, net of tax	$	(11,098)	$	36,203	$	(25,295)	$	65,520

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.~~value as follows:

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

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

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

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021:~~2022:

September 30, 2022

December 31, 2021

June 30, 2023

December 31, 2022

Level 2

Assets:

Foreign currency cash flow hedges

3,866

2,825

Foreign currency cash flow hedges

2,255

944

Liabilities:

Foreign currency cash flow hedges

5,377

433

Foreign currency cash flow hedges

2,249

2,760

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The derivative contracts are measured at fair value using models based on observable market inputs such as foreign currency exchange rates and interest rates; therefore, they are classified within Level 2 of the fair value hierarchy.

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

The estimated fair value of long-term debt at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022, was ~~$2,658,903~~$2,844,825 and ~~$3,440,501,~~$2,786,862, respectively. The estimated fair value of long-term debt is based on quoted market prices for similar instruments and is, therefore, classified as Level 2 within the fair value hierarchy.

The carrying values of cash and cash equivalents, trade receivables, accounts payable and short-term borrowings ~~are reasonable estimates of~~approximate their fair values as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 due to the short-term nature of these instruments.

~~Table of Contents~~

~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

11. Income Taxes

The effective tax rates for the three months ended ~~September~~June 30, 2023 and 2022 were 19.3%and ~~2021 were 19.0% and 19.5%~~13.6%, ~~respectively.~~respectively. The ~~decrease~~increase in the effective tax rate for the three months ended ~~September~~June 30, ~~2022~~2023 relative to the prior year comparable period was primarily driven by favorable audit resolutions in 2022, including $22,579 related to the Tax Cuts and ~~recording of previously unrecognized tax attributes.~~Jobs Act.

The effective tax rates for the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022 were 19.7% and ~~2021 were 16.8% and 19.0%~~15.6%, respectively. The ~~decrease~~increase in the effective tax rate for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 relative to the prior year comparable period was primarily driven by favorable audit resolutions ~~as well as $22.6 million~~in 2022, including $22,579 related to the Tax Cuts and Jobs Act.

Dover and its subsidiaries file tax returns in the U.S., including various state and local returns, and in other foreign jurisdictions. We believe adequate provision has been made for all income tax uncertainties. The Company is routinely audited by taxing authorities in its filing jurisdictions, and a number of these audits are currently underway. The Company believes that within the next twelve months uncertain tax positions may be resolved and statutes of limitations will expire, which could result in a decrease in the gross amount of unrecognized tax benefits of approximately $0 to ~~$4.8 million.~~$5,548.

12. Equity Incentive Program

The Company typically makes its annual grants of equity awards pursuant to actions taken by the Compensation Committee of the Board of Directors at its regularly scheduled first quarter meeting. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company issued stock-settled appreciation rights ("SARs") covering ~~335,285~~359,715 shares, performance share awards ("PSAs") of ~~40,087~~43,656 and restricted stock units ("RSUs") of ~~79,556.~~82,055. During the six months ended June 30, 2022, the Company issued SARs covering 335,285 shares, PSAs of 40,087 and RSUs of 76,509.

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~~awards 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					SARs
		2022		2021			2023		2022
Risk-free interest rate	Risk-free interest rate	1.86	%	0.59	%	Risk-free interest rate	3.91	%	1.86	%
Dividend yield	Dividend yield	1.25	%	1.62	%	Dividend yield	1.32	%	1.25	%
Expected life (years)	Expected life (years)	5.4		5.5		Expected life (years)	5.4		5.4
Volatility	Volatility	29.46	%	30.49	%	Volatility	30.65	%	29.46	%

Grant price	Grant price	$160.21		$122.73		Grant price	$153.25		$160.21
Fair value per share at date of grant	Fair value per share at date of grant	$42.07		$29.08		Fair value per share at date of grant	$47.27		$42.07

The ~~performance share awards~~PSAs granted in ~~2022~~2023 and ~~2021~~2022 are market condition awards as attainment is based on Dover's performance relative to its peer group (companies listed under the S&P 500 Industrials sector) for the relevant performance period. The performance period and vesting period for these awards is three years. These awards were valued on the date of grant using the Monte Carlo simulation model (a binomial lattice-based valuation model) and are generally recognized ratably over the vesting period, and the fair value is not subject to change based on future market conditions. The assumptions used in determining the fair value of the ~~performance shares~~PSAs granted in the respective periods were as follows:

~~Table of Contents~~

~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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


		Performance Shares					PSAs
		2022		2021			2023		2022
Risk-free interest rate	Risk-free interest rate	1.68	%	0.19	%	Risk-free interest rate	4.28	%	1.68	%
Dividend yield	Dividend yield	1.25	%	1.62	%	Dividend yield	1.32	%	1.25	%
Expected life (years)	Expected life (years)	2.9		2.9		Expected life (years)	2.9		2.9
Volatility	Volatility	31.10	%	31.90	%	Volatility	27.30	%	31.10	%

Grant price	Grant price	$160.21		$122.73		Grant price	$153.25		$160.21
Fair value per share at date of grant	Fair value per share at date of grant	$196.40		$148.29		Fair value per share at date of grant	$249.48		$196.40

The Company also has granted RSUs, and the fair value of these awards was determined using Dover's closing stock price on the date of grant, which was ~~$160.21~~$153.25 and ~~$122.73~~$160.21 for RSUs granted in ~~2022~~2023 and ~~2021,~~2022, respectively.

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Pre-tax stock-based compensation expense	Pre-tax stock-based compensation expense	$	6,326	$	6,660	$	24,657	$	25,053	Pre-tax stock-based compensation expense	$	6,441	$	7,218	$	18,723	$	18,331
Tax benefit	Tax benefit	(591)		(576)		(2,437)		(2,357)		Tax benefit	(587)		(731)		(1,951)		(1,846)
Total stock-based compensation expense, net of tax	Total stock-based compensation expense, net of tax	$	5,735	$	6,084	$	22,220	$	22,696	Total stock-based compensation expense, net of tax	$	5,854	$	6,487	$	16,772	$	16,485

13. Commitments and Contingent Liabilities

Litigation

~~Certain~~A few of the Company’s subsidiaries are involved in legal proceedings relating to the cleanup of waste disposal sites identified under federal and state statutes ~~that~~which provide for the allocation of such costs among "potentially responsible parties." In each instance, the extent of the Company’s liability appears to be ~~very small~~relatively insignificant in relation to the total projected expenditures and the number of other "potentially responsible parties" involved and is anticipated to be immaterial to the Company. In addition, ~~certain~~a few of the Company’s subsidiaries are involved in ongoing remedial activities at certain current and former plant sites, in cooperation with regulatory agencies, and appropriate estimated liabilities have been established. At ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, these estimated liabilities for environmental and other matters, including private party claims for exposure to hazardous substances that are probable and estimable, were not ~~material.~~significant.

The Company and ~~certain~~some of its subsidiaries are also parties to a number of other legal proceedings incidental to their businesses. These proceedings primarily involve claims by private parties alleging injury arising out of use of the Company’s products, patent infringement, employment matters and commercial disputes. Management and legal counsel, at least quarterly, review

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

the probable outcome of such proceedings, the costs and expenses reasonably expected to be incurred and currently accrued to-date and consider the availability and extent of insurance coverage. The Company has estimated liabilities for these other legal matters that are probable and estimable, and at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, these estimated liabilities were ~~not material.~~immaterial. While it is not possible at this time to predict the outcome of these legal actions, in the opinion of management, based on the aforementioned reviews, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, could have a material effect on its financial position, results of operations, or cash flows.

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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.~~condensed consolidated balance sheet. The changes in the carrying amount of product warranties through ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, were as follows:

2022 2021
Beginning Balance, December 31 of the Prior Year $ 48,568 $ 51,088
Provision for warranties 46,096 53,747
Settlements made (46,135) (50,350)
Other adjustments, including acquisitions and currency translation (2,233) (1,301)
Ending balance, September 30 $ 46,296 $ 53,184

~~14. 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 (income) expense 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.

~~Qualified Defined Benefits~~
Three Months Ended September 30, Nine Months Ended September 30,
U.S. Plan Non-U.S. Plans U.S. Plan Non-U.S. Plans
2022 2021 2022 2021 2022 2021 2022 2021
Service cost $ 1,426 $ 1,784 $ 1,139 $ 1,398 $ 4,278 $ 5,351 $ 3,533 $ 4,238
Interest cost 3,436 3,401 799 674 10,309 10,204 2,529 2,036
Expected return on plan assets (7,276) (7,245) (1,748) (1,793) (21,828) (21,735) (5,454) (5,412)
Amortization:
Prior service cost (credit) 27 53 (131) (163) 82 159 (395) (494)
Recognized actuarial loss 575 2,503 411 979 1,725 7,509 1,305 2,968
Net periodic (income) expense $ (1,812) $ 496 $ 470 $ 1,095 $ (5,434) $ 1,488 $ 1,518 $ 3,336

~~Non-Qualified Supplemental Benefits~~
Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Service cost $ 356 $ 390 $ 1,069 $ 1,171
Interest cost 304 308 912 924
Amortization:
Prior service cost 372 383 1,117 1,148
Recognized actuarial gain (504) (418) (1,512) (1,254)
Net periodic expense $ 528 $ 663 $ 1,586 $ 1,989

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~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 $14,044 and $15,001 for the three months ended September 30, 2022 and 2021, respectively, and $46,301 and $46,114 for the nine months ended September 30, 2022 and 2021, respectively.


	2023		2022
Balance at January 1	$	48,449	$	48,568
Provision for warranties	32,483		31,112
Settlements made	(30,812)		(30,955)
Other adjustments, including acquisitions and currency translation	438		(721)
Balance at June 30	$	50,558	$	48,004

~~15.~~14. Other Comprehensive Earnings

Amounts reclassified from accumulated other comprehensive ~~loss~~earnings (loss) to earnings during the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 were as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Foreign currency translation:	Foreign currency translation:									Foreign currency translation:
Reclassification of foreign currency translation losses to earnings for the substantial liquidation of businesses	Reclassification of foreign currency translation losses to earnings for the substantial liquidation of businesses	$	—	$	—	$	5,915	$	—	Reclassification of foreign currency translation losses to earnings for the substantial liquidation of businesses	$	—	$	—	$	—	$	5,915
Tax benefit	Tax benefit	—		—		—		—		Tax benefit	—		—		—		—
Net of tax	Net of tax	$	—	$	—	$	5,915	$	—	Net of tax	$	—	$	—	$	—	$	5,915
Pension plans:	Pension plans:									Pension plans:
Amortization of actuarial losses		$	474	$	3,064	$	1,494	$	9,223
Amortization of actuarial (gain) loss										Amortization of actuarial (gain) loss	$	(639)	$	499	$	(1,280)	$	1,020
Amortization of prior service costs	Amortization of prior service costs	271		274		813		823		Amortization of prior service costs	283		274		572		542

Total before tax	Total before tax	745		3,338		2,307		10,046		Total before tax	(356)		773		(708)		1,562
Tax benefit		(195)		(771)		(605)		(2,320)
Tax provision (benefit)										Tax provision (benefit)	83		(202)		165		(410)
Net of tax	Net of tax	$	550	$	2,567	$	1,702	$	7,726	Net of tax	$	(273)	$	571	$	(543)	$	1,152
Cash flow hedges:	Cash flow hedges:									Cash flow hedges:
Net gains reclassified into earnings		$	(1,661)	$	(267)	$	(5,035)	$	(3,977)
Tax provision		371		61		1,124		900
Net loss (gain) reclassified into earnings										Net loss (gain) reclassified into earnings	$	1,045	$	(1,345)	$	2,118	$	(3,374)
Tax (benefit) provision										Tax (benefit) provision	(193)		300		(420)		753
Net of tax	Net of tax	$	(1,290)	$	(206)	$	(3,911)	$	(3,077)	Net of tax	$	852	$	(1,045)	$	1,698	$	(2,621)

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

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

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

~~16.~~

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

15. Segment Information

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

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

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

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

•Pumps & Process Solutions segment manufactures specialty pumps and flow meters, ~~fluid connecting solutions, plastics and polymer processing equipment, and highly-engineered~~highly engineered precision components for rotating and reciprocating machines, fluid connecting solutions and plastics and polymer processing equipment, serving single-use biopharmaceutical production, diversified industrial manufacturing, chemical production, plastics and polymer processing, midstream and downstream oil and gas, thermal management applications and other end-markets.

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

~~The Company's Chief Operating Decision Maker ("CODM")~~Management uses segment earnings to evaluate segment performance and allocate resources. Segment earnings is defined as earnings before purchase accounting expenses, restructuring and other costs (benefits), loss (gain) on dispositions, corporate expenses/other, interest expense, interest income and provision for income taxes.

During the nine month period ended September 30, 2022, the segment measure of profit and loss used by the CODM was changed to segment earnings from segment earnings (EBIT), defined as earnings before corporate expenses/other, interest expense, interest income and provision for income taxes. This change in segment measure allows the CODM to better assess operating results over time and is consistent with how the CODM evaluates our businesses. Accordingly, we have updated our segment earnings for the three and nine months ended September 30, 2021 to conform to the new presentation.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Revenue:	Revenue:									Revenue:
Engineered Products	Engineered Products	$	516,501	$	447,798	$	1,518,584	$	1,318,016	Engineered Products	$	473,687	$	514,436	$	971,236	$	1,002,083
Clean Energy & Fueling	Clean Energy & Fueling	464,022		410,561		1,416,492		1,237,281		Clean Energy & Fueling	441,166		494,075		871,895		952,470
Imaging & Identification	Imaging & Identification	282,371		292,535		830,577		870,939		Imaging & Identification	271,932		275,951		555,023		548,206
Pumps & Process Solutions	Pumps & Process Solutions	433,558		438,240		1,309,880		1,261,318		Pumps & Process Solutions	465,626		441,127		879,507		876,322
Climate & Sustainability Technologies	Climate & Sustainability Technologies	462,671		429,425		1,295,913		1,232,008		Climate & Sustainability Technologies	449,001		434,164		904,326		833,242
Intersegment eliminations	Intersegment eliminations	(832)		(290)		(2,539)		(1,716)		Intersegment eliminations	(1,326)		(1,038)		(2,878)		(1,707)
Total consolidated revenue	Total consolidated revenue	$	2,158,291	$	2,018,269	$	6,368,907	$	5,917,846	Total consolidated revenue	$	2,100,086	$	2,158,715	$	4,179,109	$	4,210,616
Net earnings:	Net earnings:									Net earnings:
Segment earnings:	Segment earnings:									Segment earnings:
Engineered Products	Engineered Products	$	90,145	$	67,376	$	242,946	$	215,315	Engineered Products	$	73,076	$	81,671	$	157,351	$	152,801
Clean Energy & Fueling	Clean Energy & Fueling	90,208		80,101		262,204		253,103		Clean Energy & Fueling	83,616		99,034		157,221		171,996
Imaging & Identification	Imaging & Identification	74,477		70,635		194,467		200,818		Imaging & Identification	61,336		61,392		129,651		119,990
Pumps & Process Solutions	Pumps & Process Solutions	128,573		150,275		413,238		425,929		Pumps & Process Solutions	129,337		138,048		244,581		284,665
Climate & Sustainability Technologies	Climate & Sustainability Technologies	75,190		49,734		192,980		150,114		Climate & Sustainability Technologies	76,074		64,181		149,852		117,790
Total segment earnings	Total segment earnings	458,593		418,121		1,305,835		1,245,279		Total segment earnings	423,439		444,326		838,656		847,242
Purchase accounting expenses (1)	Purchase accounting expenses (1)	40,526		35,587		140,831		106,265		Purchase accounting expenses (1)	40,200		47,019		82,879		100,305
Restructuring and other costs (benefits) (2)		8,613		(3,201)		27,109		11,740
Restructuring and other costs (2)										Restructuring and other costs (2)	18,143		7,944		32,196		18,496
Loss on dispositions (3)	Loss on dispositions (3)	—		—		194		—		Loss on dispositions (3)	—		—		—		194
Corporate expense / other (4)	Corporate expense / other (4)	27,876		33,249		93,247		110,332		Corporate expense / other (4)	33,922		27,967		73,994		65,371
Interest expense	Interest expense	29,789		26,433		83,330		79,917		Interest expense	33,804		26,989		68,018		53,541
Interest income	Interest income	(1,244)		(1,466)		(2,968)		(3,088)		Interest income	(2,653)		(949)		(4,744)		(1,724)
Earnings before provision for income taxes	Earnings before provision for income taxes	353,033		327,519		964,092		940,113		Earnings before provision for income taxes	300,023		335,356		586,313		611,059
Provision for income taxes	Provision for income taxes	67,007		63,763		162,295		179,080		Provision for income taxes	57,784		45,738		115,500		95,288
Net earnings	Net earnings	$	286,026	$	263,756	$	801,797	$	761,033	Net earnings	$	242,239	$	289,618	$	470,813	$	515,771

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

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

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Restructuring $ 7,315 $ 4,790 $ 19,781 $ 20,661
Other costs (benefits), net 1,298 (7,991) 7,328 (8,921)
Restructuring and other costs (benefits) $ 8,613 $ (3,201) $ 27,109 $ 11,740


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Restructuring	$	16,399	$	4,309	$	28,875	$	12,466
Other costs, net	1,744		3,635		3,321		6,030
Restructuring and other costs	$	18,143	$	7,944	$	32,196	$	18,496

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

(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 and digital overhead costs, ~~deal-related~~deal related expenses and various administrative expenses relating to the corporate headquarters.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
Revenue by geography	Revenue by geography	2022		2021		2022		2021		Revenue by geography	2023		2022		2023		2022
United States	United States	$	1,252,369	$	1,108,513	$	3,656,930	$	3,235,542	United States	$	1,161,982	$	1,253,061	$	2,333,346	$	2,404,561
Europe	Europe	426,007		452,066		1,331,835		1,356,435		Europe	446,307		458,263		879,148		905,828
Asia	Asia	246,750		222,366		705,252		650,481		Asia	230,805		229,116		445,655		458,502
Other Americas	Other Americas	166,045		166,230		467,365		468,298		Other Americas	168,573		149,728		340,758		301,320
Other	Other	67,120		69,094		207,525		207,090		Other	92,419		68,547		180,202		140,405
Total	Total	$	2,158,291	$	2,018,269	$	6,368,907	$	5,917,846	Total	$	2,100,086	$	2,158,715	$	4,179,109	$	4,210,616

~~17.~~

16. Share Repurchases

~~In November 2020, the~~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.~~

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

Under the terms of the ASR Agreement, the Company paid Bank of America $500,000 on September 1, 2022 and on that date received initial deliveries of 3,201,025 shares, representing a substantial majority of the shares expected to be retired over the course of the ASR Agreement. The total number of shares ultimately repurchased under the ASR Agreement will be based on the daily volume-weighted average share price of Dover's common stock during the calculation period of the ASR Program, less a discount. The ASR Program is scheduled to be completed in the fourth quarter of 2022, subject to postponement or acceleration under the terms of the ASR Agreement. The impact of these shares that will be received at the completion of the ASR Program is anti-dilutive and therefore excluded from the calculation of diluted earnings per share. The actual number of shares repurchased will be determined at the completion of the ASR Program.

~~Under the November 2020 share repurchase authorization, exclusive of the ASR Program, in~~In the three and six months ended ~~September~~June 30, ~~2022 and 2021,~~2023, there were no share repurchases. In the ~~nine~~three and six months ended ~~September~~June 30, 2022, the Company repurchased 641,428 shares of common stock at a total cost of $85,000, or $132.52 per ~~share. In the 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.~~

. As of ~~September~~June 30, ~~2022, 15,974,596~~2023, 15,283,326 shares remain authorized for repurchase under the ~~November 2020~~current share repurchase authorization.

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~18.~~17. 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 September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021			2023		2022		2023		2022

Net earnings	Net earnings	$	286,026	$	263,756	$	801,797	$	761,033	Net earnings	$	242,239	$	289,618	$	470,813	$	515,771
Basic earnings per common share:	Basic earnings per common share:									Basic earnings per common share:

Net earnings	Net earnings	$	2.01	$	1.83	$	5.59	$	5.29	Net earnings	$	1.73	$	2.01	$	3.37	$	3.58

Weighted average shares outstanding	Weighted average shares outstanding	142,506,000		143,976,000		143,469,000		143,895,000		Weighted average shares outstanding	139,862,000		143,832,000		139,810,000		143,959,000
Diluted earnings per common share:	Diluted earnings per common share:									Diluted earnings per common share:

Net earnings	Net earnings	$	2.00	$	1.81	$	5.55	$	5.24	Net earnings	$	1.72	$	2.00	$	3.35	$	3.56

Weighted average shares outstanding	Weighted average shares outstanding	143,257,000		145,440,000		144,413,000		145,220,000		Weighted average shares outstanding	140,578,000		144,669,000		140,597,000		144,998,000

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


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended June 30,		Six Months Ended June 30,
		2022	2021	2022	2021		2023	2022	2023	2022
Weighted average shares outstanding - Basic	Weighted average shares outstanding - Basic	142,506,000	143,976,000	143,469,000	143,895,000	Weighted average shares outstanding - Basic	139,862,000	143,832,000	139,810,000	143,959,000
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	751,000	1,464,000	944,000	1,325,000	Dilutive effect of assumed exercise of SARs and vesting of performance shares and RSUs	716,000	837,000	787,000	1,039,000
Weighted average shares outstanding - Diluted	Weighted average shares outstanding - Diluted	143,257,000	145,440,000	144,413,000	145,220,000	Weighted average shares outstanding - Diluted	140,578,000	144,669,000	140,597,000	144,998,000

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.

The weighted average number of anti-dilutive potential common shares excluded from the calculation above were approximately ~~19,000~~34,000 and ~~1,000~~6,000 for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~28,000~~61,000 and ~~57,000~~32,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

~~19.~~

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

18. Recent Accounting Pronouncements

Recently Adopted ~~Accounting Standard~~

In October 2021, the FASB issued ASU 2021-08 Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts. The Company early adopted the guidance during the first quarter of 2022. Prior to adoption, the acquirer recognized such contract assets and contract liabilities at fair value on the acquisition date. The adoption did not have a material impact on the Company's Condensed Consolidated Financial Statements.

~~Recently Issued~~ Accounting Standard

In September 2022, the FASB issued ASU No. 2022-04 Liabilities-Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations. The amendments in this update require a buyer in a supplier finance program to disclose information about the program's nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted the guidance ~~will become~~when it became effective on January 1, 2023, except for the rollforward requirement, which becomes effective January 1, ~~2023 and early~~2024. The adoption ~~is permitted. Management is evaluating the timing and~~did not have a material impact ~~of adopting this ASU~~ on the Company's ~~Condensed Consolidated Financial Statements.~~condensed consolidated financial statements.

The Company facilitates the opportunity for suppliers to participate in a voluntary supply chain financing ("SCF") program with a third-party financial institution. Participating suppliers are paid directly by the SCF financial institution and, in addition, may elect to sell receivables due from the Company to the SCF financial institution for early payment. Thus, participating suppliers have additional potential flexibility in managing their liquidity by accelerating, at their option and cost, collection of receivables due from the Company.

The Company and its suppliers agree on commercial terms, including payment terms, for the goods and services the Company procures, regardless of whether the supplier participates in SCF. For participating suppliers, the Company’s responsibility is limited to making all payments to the SCF financial institution on the terms originally negotiated with the supplier, irrespective of whether the supplier elects to sell receivables to the SCF financial institution. The Company does not determine the terms or conditions of the arrangement between the SCF financial institution and the Company's suppliers. The SCF financial institution pays the supplier on the invoice due date for any invoices that were not previously sold by the supplier. The agreement between the Company and the SCF financial institution does not require the Company to provide assets pledged as security or other forms of guarantees.

Outstanding payments related to the SCF program are recorded within accounts payable in our condensed consolidated balance sheets. As of June 30, 2023 and December 31, 2022, amounts due to the SCF financial institution were approximately $200,112 and $194,362, respectively.

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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"). Please see "Non-GAAP Disclosures" at the end of this Item 2 for further detail on these financial measures. We believe these measures provide investors with important information that is useful in understanding our business results and trends. ~~Explanations~~Reconciliations 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, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies. 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 provides a wide range of equipment, components, software, solutions and services ~~for~~to the vehicle aftermarket, waste handling, industrial automation, aerospace and defense, industrial winch and hoist, and fluid dispensing end-markets.

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

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

•Our Pumps & Process Solutions segment manufactures specialty pumps and flow meters, ~~fluid connecting solutions, plastics and polymer processing equipment, and highly-engineered~~highly engineered precision components for rotating and reciprocating machines, fluid connecting solutions and plastics and polymer processing equipment, serving single-use biopharmaceutical production, diversified industrial manufacturing, chemical production, plastics and polymer processing, midstream and downstream oil and gas, thermal management applications and other end-markets.

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

In the ~~third~~second quarter of ~~2022,~~2023, revenue was ~~$2.2~~$2.1 billion, which ~~increased $140.0~~decreased $58.6 million, or ~~6.9%~~2.7%, as compared to the ~~third~~second quarter of ~~2021.~~2022. This was driven by organic revenue ~~growth~~decline of ~~9.0%~~3.0% and ~~acquisition-related revenue growth of 4.4%, partially offset by~~ an unfavorable impact from foreign currency translation of ~~4.8% and disposition-related decline~~0.6% partially offset by acquisition-related revenue growth of ~~1.7%~~0.9%. Pricing initiatives continued in the quarter to offset the impact of higher commodity costs, component parts inflation and higher energy, freight and logistics costs.

The ~~9.0%~~3.0% organic revenue ~~growth~~decline for the ~~third~~second quarter of ~~2022~~2023 was broad-based across most of our businesses based on solid underlying demand and our ability to produce and ship despite supply chain constraints and input cost inflation. The Engineered Products segment had organic revenue growth of 17.6% primarily as a result of pricing initiatives as well as strength in our waste handling, vehicle service, industrial automation, aerospace and defense, and industrial winch and hoist businesses. Thedriven by Clean Energy & Fueling ~~segment~~and Engineered Products segments which had ~~organic revenue~~a decline of ~~0.5% principally due to reduced demand in above ground retail fueling equipment, mostly~~9.3% and 7.7%, respectively. The decline was partially offset by ~~solid demand in below ground retail fueling, fluid transfer solutions~~Climate & Sustainability Technologies, Pumps & Process Solutions, and ~~vehicle wash~~Imaging & Identification segments which had growth of 4.0%, 0.9%, and 0.3%, respectively. For further information, see "Segment Results of Operations" within this Item 2.

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solutions businesses, along with pricing initiatives. The Imaging & Identification segment experienced organic revenue growth of 4.9% driven by solid activity in our marking and coding business, as underlying demand for our printers, spare parts, services and consumables remains positive, and by improvements in component availability. The Pumps & Process Solutions segment had organic revenue growth of 1.9%, driven by pricing initiatives, along with continued strength in our core non-COVID-19 biopharma platform, industrial pumps, plastics and polymer processing solutions, and bearings and compression components businesses, partially offset by lower shipments for single-use pumps and connectors used in biopharmaceutical production processes for the COVID-19 vaccine. The Climate & Sustainability Technologies segment posted organic revenue growth of 19.3%, reflective of pricing initiatives combined with strong demand in retail refrigeration, can-making, and heat exchangers.

From a geographic perspective, organic revenue for the U.S., our largest market, ~~increased 11.2%~~decreased 8.6% in the ~~third~~second quarter of ~~2022.~~2023, driven by lower expected retail fueling revenue and by transient manufacturing and shipment disruptions in our vehicle services group plant in North America caused by an ERP system upgrade. Organic revenue in Asia and Europe grew 13.0% and 8.7%, respectively. Organic revenue in China, which represents approximately half of our business in Asia, grew 8% in the quarter as our businesses recovered from easing of COVID restrictions from the previous quarter.for Other Americas ~~declined by 5.6% organically in the quarter.~~and Asia increased 13.9% and 1.9%, respectively, while Europe decreased 0.9%.

~~Bookings~~Bookings were ~~$2.1~~$1.9 billion for the three months ended ~~September~~June 30, ~~2022,~~2023, a decrease of ~~$230.8~~$177.6 million, or ~~10.1%~~8.4% compared to the prior year comparable quarter. Included in this result waswas organic decline of ~~8.2%,~~8.3% and an unfavorable impact from foreign currency translation of ~~3.8%, disposition-related decline of 1.7%~~0.8%, partially offset by acquisition-related growth of ~~3.6%~~0.7%. The organic bookings decline was driven primarily by a decrease in orders in our Clean Energy & Fueling, Pump & Process Solutions and Climate & Sustainability Technologies segments, partially offset by organic growth in our Engineered Products and Imaging & Identification segments.lead time normalization across the portfolio as supply chains improve.

Backlog as of ~~September~~June 30, ~~2022~~2023 was ~~$3.2~~$2.8 billion, ~~an increase~~a decrease from ~~$2.8~~$3.3 billion in the prior ~~year.~~year, but remains elevated on a relative historical basis. See definition of bookings and backlog within "Segment Results of ~~Operations".~~Operations."

~~During the~~ ~~three months~~ ~~ended~~ ~~September 30, 2022~~, we acquired 99.7% of the equity interests in Malema Engineering Corporation and its related foreign entities ("Malema"), a designer and manufacturer of flow measurement and control instruments serving customers in the biopharmaceutical, semiconductor and industrial sectors, for ~~$220.8 million~~, net of cash acquired, subject to contingent consideration. Subsequent to September 30, 2022, the Company acquired the remaining 0.3% of equity interests in Malema. The Malema acquisition expands the Company's biopharma single-use production offering within the Pumps & Process Solutions segment.

Restructuring and other costs ~~of $8.6~~for the three months ended June 30, 2023 were $18.1 million which included restructuring charges of ~~$7.3~~$16.4 million and other costs of ~~$1.3 million for the~~ ~~three months~~ ~~ended September 30, 2022.~~$1.7 million. Restructuring and other costs were primarily ~~due~~related to headcount reductions and ~~facility consolidations resulting from restructuring~~exit costs in the Clean Energy & Fueling, Engineered Products and Pumps & Process Solutions segments. These programs were initiated in ~~2021~~2022 and ~~2022.~~2023 and were undertaken in light of current market conditions. See Note 8 — Restructuring Activities in the ~~Condensed Consolidated Financial Statements~~condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

~~COVID-19 Update~~

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The COVID-19 outbreak and associated counteracting measures implemented by governments and businesses around the world, as well as subsequent accelerated recovery in global business activity, have increased uncertainty in the global business environment and led to supply chain disruptions and shortages in global markets for commodities, logistics and labor, as well as input cost inflation. Currently our expectation is that the impact of cost inflation, including labor, energy, freight and logistics costs, as well as supplier component input availability will continue throughout 2022.

The public health situation, continued global response measures and corresponding impacts on various markets remain fluid and uncertain and may lead to sudden changes in trajectory and outlook. We will continue to proactively respond to the situation and may take further actions that alter our business activity as may be required by governmental authorities, or that we determine are in the best interests of our employees and operations.

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CONSOLIDATED RESULTS OF OPERATIONS


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended June 30,								Six Months Ended June 30,
(dollars in thousands, except per share data)		2022			2021			% Change		2022			2021			% Change
(dollars in thousands, except per share figures)																		(dollars in thousands, except per share figures)	2023			2022			% / Point Change		2023			2022			% / Point Change
Revenue	Revenue	$	2,158,291		$	2,018,269		6.9	%	$	6,368,907		$	5,917,846		7.6	%	Revenue	$	2,100,086		$	2,158,715		(2.7)	%	$	4,179,109		$	4,210,616		(0.7)	%
Cost of goods and services	Cost of goods and services	1,385,541			1,263,690			9.6	%	4,071,680			3,669,547			11.0	%	Cost of goods and services	1,341,250			1,377,432			(2.6)	%	2,673,254			2,686,139			(0.5)	%
Gross profit	Gross profit	772,750			754,579			2.4	%	2,297,227			2,248,299			2.2	%	Gross profit	758,836			781,283			(2.9)	%	1,505,855			1,524,477			(1.2)	%
Gross profit margin	Gross profit margin	35.8		%	37.4		%	(1.6)		36.1		%	38.0		%	(1.9)		Gross profit margin	36.1		%	36.2		%	(0.1)		36.0		%	36.2		%	(0.2)

Selling, general and administrative expenses	Selling, general and administrative expenses	402,339			412,553			(2.5)	%	1,270,615			1,249,593			1.7	%	Selling, general and administrative expenses	434,340			424,433			2.3	%	866,754			868,276			(0.2)	%
Selling, general and administrative expenses as a percent of revenue	Selling, general and administrative expenses as a percent of revenue	18.6		%	20.4		%	(1.8)		20.0		%	21.1		%	(1.1)		Selling, general and administrative expenses as a percent of revenue	20.7		%	19.7		%	1.0		20.7		%	20.6		%	0.1

Operating earnings	Operating earnings	370,411			342,026			8.3	%	1,026,612			998,706			2.8	%	Operating earnings	324,496			356,850			(9.1)	%	639,101			656,201			(2.6)	%
Interest expense	Interest expense	29,789			26,433			12.7	%	83,330			79,917			4.3	%	Interest expense	33,804			26,989			25.3	%	68,018			53,541			27.0	%
Interest income	Interest income	(1,244)			(1,466)			(15.1)	%	(2,968)			(3,088)			(3.9)	%	Interest income	(2,653)			(949)			179.6	%	(4,744)			(1,724)			175.2	%

Other income, net	Other income, net	(11,167)			(10,460)			nm*		(17,842)			(18,236)			nm*		Other income, net	(6,678)			(4,546)			nm*		(10,486)			(6,675)			nm*
Earnings before provision for income taxes	Earnings before provision for income taxes	353,033			327,519			7.8	%	964,092			940,113			2.6	%	Earnings before provision for income taxes	300,023			335,356			(10.5)	%	586,313			611,059			(4.0)	%
Provision for income taxes	Provision for income taxes	67,007			63,763			5.1	%	162,295			179,080			(9.4)	%	Provision for income taxes	57,784			45,738			26.3	%	115,500			95,288			21.2	%
Effective tax rate	Effective tax rate	19.0		%	19.5		%	(0.5)		16.8		%	19.0		%	(2.2)		Effective tax rate	19.3		%	13.6		%	5.7		19.7		%	15.6		%	4.1

Net earnings	Net earnings	286,026			263,756			8.4	%	801,797			761,033			5.4	%	Net earnings	242,239			289,618			(16.4)	%	470,813			515,771			(8.7)	%

Net earnings per common share - diluted	Net earnings per common share - diluted	$	2.00		$	1.81		10.5	%	$	5.55		$	5.24		5.9	%	Net earnings per common share - diluted	$	1.72		$	2.00		(14.0)	%	$	3.35		$	3.56		(5.9)	%

* nm - not meaningful

Revenue

Revenue for the three months ended ~~September~~June 30, ~~2022 increased $140.0~~2023 decreased $58.6 million, or ~~6.9%~~2.7%, from the prior year comparable quarter. Results included organic revenue ~~growth~~decline of ~~9.0%~~3.0%, primarily led ~~by our Engineered Products and Climate & Sustainability Technologies segments, and acquisition-related revenue growth of 4.4%, primarily driven~~ by our Clean Energy & Fueling ~~segment. This growth was partially offset by~~and Engineered Products segments, and an unfavorable impact from foreign currency translation of ~~4.8% and disposition-related~~0.6%. This decline was partially offset by acquisition-related revenue growth of ~~1.7%.~~0.9%, primarily driven by our Pumps & Process Solutions segment. Customer pricing favorably impacted revenue by approximately ~~7.6%~~4.5% in the ~~third~~second quarter of ~~2022~~2023 compared to ~~3.6%~~6.6% in the prior year comparable quarter.

Revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2022 increased $451.1~~2023 decreased $31.5 million, or ~~7.6%~~0.7%, from the prior year comparable period. The ~~increase~~decrease primarily reflects organic revenue growth of 8.6%, primarily led by our Engineered Products and Climate & Sustainability Technologies segments. Acquisition-related growth was 4.3%, primarily led by our Clean Energy & Fueling segment. This growth was partially offset by an unfavorable impact from foreign currency translation of ~~3.6%~~1.5% and ~~a 1.7% impact from dispositions within the Climate~~organic revenue decline of 0.1%. This decline was partially offset by acquisition-related revenue growth was 0.9%, primarily led by our Pumps & ~~Sustainability Technologies~~Process Solutions segment. Customer pricing favorably impacted revenue by approximately ~~6.7%~~4.8% for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~2.2%~~6.3% in the prior year comparable period.

Gross Profit

Gross profit for the three months ended ~~September~~June 30, ~~2022 increased $18.2~~2023 decreased $22.4 million, or ~~2.4%~~2.9%, while gross profit margin decreased ~~160 basis points to 35.8%, from the prior year comparable quarter. Our pricing initiatives which started in 2021 and into 2022 offset increased material and logistics costs.~~

~~Gross profit for the nine months ended September 30, 2022 increased $48.9 million, or 2.2%, while gross profit margin decreased by 190~~10 basis points to 36.1%, from the prior year comparable quarter. Gross profit margin decreased due to product mix and lower volumes across the Company's businesses, partially offset by pricing initiatives.

Gross profit for the six months ended June 30, 2023 decreased $18.6 million, or 1.2%, while gross profit margin decreased by 20 basis points to 36.0%, from the prior year comparable period. ~~Our~~Gross profit margin decreased due to lower volumes and product mix across the Company's businesses, partially offset by pricing ~~initiatives which started in 2021 and into 2022 offset increased material and logistics costs.~~initiatives.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended ~~September~~June 30, ~~2022 decreased $10.2~~2023 increased $9.9 million, or ~~2.5%~~2.3%, from the prior year comparable quarter, primarily due to ~~the impact of foreign currency~~increased restructuring costs and ~~lower accrued expenses,~~deferred compensation, partially offset by ~~increased~~lower contract labor costs. As a percentage of revenue, selling, general and administrative expenses ~~decreased 180~~increased 100 basis points as compared to the prior year comparable quarter to ~~18.6%~~20.7% due to ~~an increase~~increased selling, general and administrative expenses and a decrease in ~~the revenue base.~~revenue.

Selling, general and administrative expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2022 increased $21.0~~2023 decreased $1.5 million, or ~~1.7%~~0.2%, from the prior year comparable period, primarily due to ~~increased~~lower insurance claims and contract labor costs, ~~travel and marketing expenses, and amortization expense from acquisitions.~~partially offset by increased restructuring costs. Selling, general and administrative expenses as a percentage of revenue ~~decreased 110~~increased 10 basis points as compared to the prior year comparable period to ~~20.0%~~20.7% due to ~~an increase~~a decrease in the revenue base.

Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to ~~$44.0~~$39.3 million and ~~$34.4~~$38.6 million for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$123.3~~$77.3 million and ~~$116.8~~$79.3 million, for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. These costs as a ~~percent~~percentage of revenue were ~~2.0%~~1.9% and ~~1.7%~~1.8% for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and 1.9% and ~~2.0%~~1.9% for the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022, ~~and 2021,~~ respectively.

Other ~~income,~~Income, net

Other income, net includes non-service pension benefit, deferred compensation plan investments gain or loss, earnings or charges from equity method investments, foreign exchange gain or loss, and various other items. Other income, net for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 increased ~~$0.7~~$2.1 million and ~~$0.4~~$3.8 million, respectively, from the prior year comparable periods due to various immaterial items.

Income Taxes

The effective tax rates for the three months ended ~~September~~June 30, 2023 and 2022 were 19.3% and ~~2021 were 19.0% and 19.5%~~13.6%, respectively. The ~~decrease~~increase in the effective tax rate for the three months ended ~~September~~June 30, ~~2022~~2023 relative to the prior year comparable quarter was primarily driven by favorable audit resolutions in 2022, including $22.6 million related to the Tax Cuts and ~~recording of previously unrecognized tax attributes.~~Jobs Act.

The effective tax rates for the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022 were 19.7% and ~~2021 were 16.8% and 19.0%~~15.6%, respectively. The ~~decrease~~increase in the effective tax rate for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 relative to the prior year comparable period was primarily driven by favorable audit resolutions ~~as well as~~in 2022, including $22.6 million related to the Tax Cuts and Jobs Act.

Net earnings

Net earnings for the three months ended ~~September~~June 30, ~~2022 increased 8.4%~~2023 decreased 16.4% to ~~$286.0~~$242.2 million, or ~~$2.00~~$1.72 diluted earnings per share, from ~~$263.8~~$289.6 million, or ~~$1.81~~$2.00 diluted earnings per share, in the prior year comparable quarter. The ~~increase~~decrease in net earnings is mainly attributable to decreased revenue and increased ~~volumes, productivity initiatives, favorable business mix, and customer pricing actions,~~restructuring costs, partially offset by ~~increased material, energy,~~customer pricing and ~~logistics costs, increased labor costs, and unfavorable impact from foreign currency translation.~~productivity actions.

Net earnings for the ~~nine~~six months ended ~~September~~June 30, ~~2022 increased 5.4%~~2023 decreased 8.7% to ~~$801.8~~$470.8 million, or ~~$5.55~~$3.35 diluted earnings per share, from ~~$761.0~~$515.8 million, or ~~$5.24~~$3.56 diluted earnings per share, in the prior year comparable ~~period.~~quarter. The ~~increase~~decrease in net earnings is mainly attributable to decreased revenue and increased ~~volumes, favorable business mix, pricing initiatives, productivity actions, and~~ restructuring ~~benefits~~costs, partially offset by ~~higher material~~customer pricing and logistic costs, increased labor costs and an unfavorable impact from foreign currency translation. Additionally, the nine months ended September 30, 2022 was impacted by a $22.6 million reduction to income taxes previously recorded related to the Tax Cuts and Jobs Act.

productivity actions.

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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, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies). Each of these segments is comprised of various product and service offerings that serve multiple markets. We evaluate our operating segment performance based on segment earnings as defined in Note 1615 — Segment Information in the ~~Condensed Consolidated Financial Statements~~condensed consolidated financial statements in Item 1 of this Form 10-Q. 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 provides a wide range of equipment, components, software, solutions and services ~~for~~to the vehicle aftermarket, waste handling, industrial automation, aerospace and defense, industrial winch and hoist, and fluid dispensing end-markets.


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	(dollars in thousands)	2022		2021		% Change		2022		2021		% Change		(dollars in thousands)	2023		2022		% Change		2023		2022		% Change
Revenue	Revenue	$	516,501	$	447,798	15.3	%	$	1,518,584	$	1,318,016	15.2	%	Revenue	$	473,687	$	514,436	(7.9)	%	$	971,236	$	1,002,083	(3.1)	%

Segment earnings	Segment earnings	$	90,145	$	67,376	33.8	%	$	242,946	$	215,315	12.8	%	Segment earnings	$	73,076	$	81,671	(10.5)	%	$	157,351	$	152,801	3.0	%

Segment margin	Segment margin	17.5%		15.0%				16.0%		16.3%				Segment margin	15.4 %		15.9 %				16.2%		15.2%

Operational metrics:	Operational metrics:													Operational metrics:
Bookings	Bookings	$	512,374	$	502,767	1.9	%	$	1,506,077	$	1,528,277	(1.5)	%	Bookings	$	489,131	$	452,668	8.1	%	$	1,025,603	$	993,703	3.2	%
Backlog	Backlog							$	742,766	$	662,834	12.1	%	Backlog							$	771,888	$	759,589	1.6	%

Components of revenue growth:
Organic growth						17.6	%					16.9	%
Acquisitions						0.6	%					1.0	%
Components of revenue decline:														Components of revenue decline:
Organic decline														Organic decline					(7.7)	%					(2.3)	%

Foreign currency translation	Foreign currency translation					(2.9)	%					(2.7)	%	Foreign currency translation					(0.2)	%					(0.8)	%
						15.3	%					15.2	%
Total revenue decline														Total revenue decline					(7.9)	%					(3.1)	%

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~~Third~~Second Quarter ~~2022~~2023 Compared to the ~~Third~~Second Quarter ~~2021~~2022

Engineered Products segment revenue for the ~~third~~second quarter of ~~2022 increased $68.7~~2023 decreased $40.7 million, or ~~15.3%~~7.9%, as compared to the ~~third~~second quarter of ~~2021,~~2022, comprised primarily of organic ~~growth~~decline of ~~17.6%, acquisition-related growth of 0.6%, partially offset by~~7.7% and an unfavorable impact from foreign currency translation of ~~2.9%~~0.2%. Customer pricing favorably impacted revenue in the ~~third~~second quarter of ~~2022~~2023 by approximately ~~10.6%~~2.1% compared to ~~6.5%~~10.3% in the prior year comparable ~~quarter, reflecting actions to recover increasing costs.~~quarter.

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The organic revenue ~~growth~~decline was ~~most notable~~primarily driven by transient manufacturing and shipment disruptions in our vehicle services group caused by an ERP system upgrade, partially offset by robust demand in our waste handling business as large national waste haulers and municipal governments invest to upgrade their refuse collection vehicle ~~service, industrial automation,~~fleets and implement our leading digital technologies to improve waste collection process efficiencies. Our aerospace and defense ~~and industrial winch and hoist businesses. Despite the strong~~businesses experienced modest organic declines primarily related to timing of programs with key defense customers. We expect to return to positive organic growth ~~and near record-high backlog levels for~~in the ~~segment, shipments continue to be challenged by supply chain and labor availability constraints. We anticipate organic revenue growth to continue into~~second half of the ~~fourth quarter~~year, driven by a healthy backlog position and strong order demand trends in several of our key ~~end-markets,~~end markets, most notably in waste handling and aerospace and ~~defense.~~defense, as well as sequential recovery of deferred shipments in our vehicle lift business.

Engineered Products segment earnings ~~increased $22.8~~decreased $8.6 million, or ~~33.8%~~10.5%, compared to the ~~third~~second quarter of ~~2021.~~2022. The ~~increase~~decrease was primarily driven by ~~increased~~lower volumes, ~~customer pricing actions~~disruptions associated with the ERP implementation in our vehicle services group, and ~~productivity gains, partially offset by higher material, energy, and logistic costs, increased labor costs, as well as~~ an unfavorable impact from foreign currency ~~translation.~~translation, partially offset by customer pricing actions and improved plant productivity. As a result, segment margin ~~increased~~decreased to ~~17.5%~~15.4% from ~~15.0%~~15.9% as compared to the prior year comparable quarter.

Bookings increased ~~1.9%~~8.1% for the segment, comprised ~~primarily~~ of ~~acquisition-related growth of 3.1%,~~ organic growth of ~~0.8%,~~8.4% partially offset by an unfavorable impact from foreign currency translation of ~~2.0%~~0.3%. The organic bookings growth was driven by ~~strong~~robust demand in our waste handling ~~and aerospace and defense businesses.~~business, which is expected to continue in the second half of the year as large waste haulers upgrade their vehicle fleets, partially offset by disruptions associated with the ERP system implementation in our vehicle services group. Segment book-to-bill was ~~0.99. Backlog~~1.03, and backlog increased ~~12.1%~~1.6% compared to the prior year comparable period.

~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 Compared to the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022

Engineered Products revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2022 increased $200.6~~2023 decreased $30.8 million, or ~~15.2%~~3.1%, compared to the prior year comparable period. This was comprised of organic revenue ~~growth~~decline of ~~16.9%~~2.3% and ~~acquisition-related growth of 1.0%, partially offset by~~ an unfavorable impact from foreign currency translation of ~~2.7%~~0.8%. The organic revenue ~~growth~~decline was ~~most notable~~due to transient manufacturing and shipment disruptions in our vehicle services group caused by an ERP system upgrade, partially offset by customer pricing actions and strong growth in our waste handling ~~vehicle service, industrial automation, and industrial winch and hoist businesses.~~business. Customer pricing favorably impacted revenue ~~in the nine months ended September 30, 2022~~ by approximately ~~10.6%~~3.0% compared to ~~3.2%~~10.5% in the prior year comparable period.

Segment earnings for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 increased ~~$27.6~~$4.6 million, or ~~12.8%~~3.0%, as compared to the ~~2021~~2022 comparable period. The growth was primarily driven by ~~increased volumes, favorable business mix, and~~ customer pricing actions, improved plant productivity and strong discretionary cost management, partially offset by ~~higher material, energy and logistic costs, increased labor costs,~~lower volumes, as well as an unfavorable impact from foreign currency translation. Segment margin ~~decreased~~increased to ~~16.0%~~16.2% from ~~16.3%~~15.2% as compared to the prior year comparable period.

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Clean Energy & Fueling

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


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	(dollars in thousands)	2022		2021		% Change		2022		2021		% Change		(dollars in thousands)	2023		2022		% Change		2023		2022		% Change
Revenue	Revenue	$	464,022	$	410,561	13.0	%	$	1,416,492	$	1,237,281	14.5	%	Revenue	$	441,166	$	494,075	(10.7)	%	$	871,895	$	952,470	(8.5)	%

Segment earnings	Segment earnings	$	90,208	$	80,101	12.6	%	$	262,204	$	253,103	3.6	%	Segment earnings	$	83,616	$	99,034	(15.6)	%	$	157,221	$	171,996	(8.6)	%

Segment margin	Segment margin	19.4%		19.5%				18.5%		20.5%				Segment margin	19.0 %		20.0 %				18.0%		18.1%

Operational metrics:	Operational metrics:													Operational metrics:
Bookings	Bookings	$	432,259	$	467,821	(7.6)	%	$	1,421,611	$	1,343,635	5.8	%	Bookings	$	440,137	$	487,861	(9.8)	%	$	894,663	$	989,352	(9.6)	%
Backlog	Backlog							$	368,050	$	312,176	17.9	%	Backlog							$	339,322	$	411,350	(17.5)	%

Components of revenue growth:
Components of revenue decline:														Components of revenue decline:
Organic decline	Organic decline					(0.5)	%					(0.5)	%	Organic decline					(9.3)	%					(6.1)	%
Acquisitions						18.5	%					18.4	%

Foreign currency translation	Foreign currency translation					(5.0)	%					(3.4)	%	Foreign currency translation					(1.4)	%					(2.4)	%
						13.0	%					14.5	%
Total revenue decline														Total revenue decline					(10.7)	%					(8.5)	%

~~Third~~Second Quarter ~~2022~~2023 Compared to the ~~Third~~Second Quarter ~~2021~~2022

Clean Energy & Fueling segment revenue for the ~~third~~second quarter of ~~2022 increased $53.5~~2023 decreased $52.9 million, or ~~13.0%~~10.7%, as compared to the ~~third~~second quarter of ~~2021,~~2022, comprised of ~~acquisition-related growth~~an organic decline of ~~18.5%, partially offset by~~9.3% and an unfavorable impact from foreign currency translation of ~~5.0%, and an organic decline of 0.5%~~1.4%. ~~Acquisition-related growth was driven by the acquisitions of RegO, Acme Cryogenics, and Liqal BV.~~ Customer pricing favorably impacted revenue in the ~~third~~second quarter of ~~2022~~2023 by approximately ~~7.2%~~4.8% compared to ~~2.0%~~5.4% in the prior year comparable quarter.

The organic revenue decline was primarily driven by reduced year-over-year demand in above ground retail fueling ~~driven by customer construction delays~~equipment due to the expected roll-off of EMV-related demand and general destocking across our distribution channels as higher interest rates have resulted in ~~North America~~higher carrying costs of inventory for distributors, and ~~overall caution among operators in Europe and Asia as a result of the weakening macroeconomic environment. This~~ was ~~mostly~~partially offset by solid demand in ~~our below ground retail fueling,~~ fluid transfer solutions, ~~and vehicle wash solutions business,~~ along with pricing actions aimed at mitigating material and logistics cost inflation. We expect ~~a modest improvement in~~year-over-year organic growth rates to become positive in the ~~fourth quarter,~~second half of the year as the negative year-over-year impact from EMV-related demand ~~remains constructive~~normalizes and we see positive growth in our ~~key end-markets, most notably the retail fueling,~~ fluid transfer ~~and~~solutions, vehicle wash ~~businesses,~~solutions and we anticipate improvements related to supply chain and logistics constraints. In light of market conditions, we have made and will continue to make proactive adjustments to our cost structure through restructuring and other programs to align with current demand trends.clean energy solutions businesses.

Clean Energy & Fueling segment earnings ~~increased $10.1~~decreased $15.4 million, or ~~12.6%~~15.6%, over the prior year comparable quarter. The ~~increase~~decrease was primarily driven by reduced volumes, partially offset by pricing actions, productivity initiatives ~~cost actions in above ground fueling,~~ and the ~~favorable impact~~benefits from ~~acquisitions, which more than offset the unfavorable impact to earnings from foreign currency translation, reduced volumes~~ongoing restructuring actions taken in ~~above ground~~our retail fueling business. The benefits from these restructuring actions are significant and ~~increased material, logistics~~will carry into 2024. See "Restructuring and ~~labor costs.~~Other Costs (Benefits)" section within this Item 2 for further information. Segment margin decreased to ~~19.4%~~19.0% from ~~19.5%~~20.0% in the prior year comparable ~~quarter.~~quarter driven by lower volumes.

Overall bookings decreased ~~7.6%~~9.8% as compared to the prior year comparable quarter, driven by an organic decline of ~~17.6%~~8.4% and an unfavorable impact from foreign currency translation of ~~2.7%, partially offset by acquisition-related growth of 12.7%~~1.4%. The organic bookings decline was primarily driven by ~~improving lead times throughout the segment as well as the decrease in~~reduced year over year demand in above ground retail ~~fueling.~~fueling equipment. Segment book-to-bill was ~~0.93. Backlog increased 17.9%~~1.00 and backlog decreased 17.5% as compared to the prior year comparable ~~period, driven by the acquisitions completed in 2021.~~period.

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~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 Compared to the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022

Clean Energy & Fueling segment revenue ~~increased $179.2~~decreased $80.6 million, or ~~14.5%~~8.5%, as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, attributable to ~~acquisition-related growth~~an organic decline of ~~18.4%, partially offset by~~6.1% and an unfavorable impact from foreign currency translation of ~~3.4%, and an organic decline of 0.5%~~2.4%. Organic revenue was ~~modestly~~ lower in the first ~~nine~~six months of the year compared with the prior year's comparable period, ~~as strong~~driven by reduced year-over-year demand in ~~our~~above ground retail fueling equipment due to the expected roll-off of EMV-related demand and general destocking across our distribution channels as higher interest rates have resulted in higher carrying costs of inventory for distributors, and was partially offset by solid demand in fluid transfer solutions, along with pricing actions aimed at mitigating material and ~~vehicle wash solutions markets was more than~~ ~~offset by the unfavorable impact from the normalization of EMV related demand in North America.~~logistics cost inflation. Customer pricing favorably impacted revenue ~~in the nine months ended September 30, 2022~~ by approximately ~~5.2%~~ 4.7% compared to ~~1.8%~~4.2% in the prior year comparable ~~period~~.period.

Clean Energy & Fueling segment earnings ~~increased $9.1~~decreased $14.8 million, or ~~3.6%~~8.6%, for the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023. The ~~increase~~decrease in earnings was ~~favorably impacted~~driven by ~~acquisitions, strategic pricing,~~reduced organic volumes and ~~cost actions, which more than offset reduced demand in above ground retail fueling, increased material, logistics and labor costs, and an~~ unfavorable impact from foreign currency ~~translation.~~translation, partially offset by pricing actions, productivity initiatives and the benefits from ongoing restructuring actions in our retail fueling business. Segment margin decreased to ~~18.5%~~18.0% from ~~20.5%~~18.1% in the prior year comparable period.

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Imaging & Identification

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


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	(dollars in thousands)	2022		2021		% Change		2022		2021		% Change		(dollars in thousands)	2023		2022		% Change		2023		2022		% Change
Revenue	Revenue	$	282,371	$	292,535	(3.5)	%	$	830,577	$	870,939	(4.6)	%	Revenue	$	271,932	$	275,951	(1.5)	%	$	555,023	$	548,206	1.2	%

Segment earnings	Segment earnings	$	74,477	$	70,635	5.4	%	$	194,467	$	200,818	(3.2)	%	Segment earnings	$	61,336	$	61,392	(0.1)	%	$	129,651	$	119,990	8.1	%

Segment margin	Segment margin	26.4%		24.1%				23.4%		23.1%				Segment margin	22.6 %		22.2 %				23.4%		21.9%

Operational metrics:	Operational metrics:													Operational metrics:
Bookings	Bookings	$	281,789	$	293,782	(4.1)	%	$	881,029	$	887,004	(0.7)	%	Bookings	$	262,092	$	292,136	(10.3)	%	$	552,804	$	599,240	(7.7)	%
Backlog	Backlog							$	241,896	$	204,766	18.1	%	Backlog							$	227,646	$	255,255	(10.8)	%

Components of revenue decline:	Components of revenue decline:													Components of revenue decline:
Organic growth	Organic growth					4.9	%					1.0	%	Organic growth					0.3	%					4.2	%
Acquisitions						—	%					0.3	%

Foreign currency translation	Foreign currency translation					(8.4)	%					(5.9)	%	Foreign currency translation					(1.8)	%					(3.0)	%
						(3.5)	%					(4.6)	%
Total revenue decline														Total revenue decline					(1.5)	%					1.2	%

~~Third~~Second Quarter ~~2022~~2023 Compared to the ~~Third~~Second Quarter ~~2021~~2022

Imaging & Identification segment revenue for the ~~third~~second quarter of ~~2022~~2023 decreased ~~$10.2~~$4.0 million, or ~~3.5%~~1.5%, as compared to the ~~third~~second quarter of ~~2021,~~2022, comprised of ~~organic growth of 4.9%, which was more than offset by~~ an unfavorable impact from foreign currency translation of ~~8.4%~~1.8%, which was partially offset by organic growth of 0.3%. Customer pricing favorably impacted revenue in the ~~third~~second quarter of ~~2022~~2023 by approximately ~~4.4%~~6.0% compared to ~~0.7%~~3.2% in the prior year comparable quarter.

The organic revenue growth was primarily driven by ~~solid activity~~pricing initiatives, partially offset by reduced demand in our textile printing business which has continued to be impacted by high energy prices and macro uncertainty in textile producing regions. Marking and coding demand has remained solid in the Americas and in Europe, whereas slower macroeconomic conditions have reduced investments in new equipment by customers in Asia. We expect organic growth rates to moderate in the second half of the year as demand in marking and coding ~~business, as underlying demand for our printers, spare parts, services and consumables remains positive, and we have seen improvements~~slows due to reduced customer investment, principally in component availability and an easing of COVID-related restrictions in China experienced in the first half of 2022. We expect deliveries in our marking and coding business to remain positive in the fourth quarter, as component availability continues to improve and underlying demand for our printers and consumables remains positive.China.

Imaging & Identification segment earnings ~~increased $3.8~~decreased $0.1 million, or ~~5.4%~~0.1%, over the prior year comparable quarter. This ~~increase~~decrease was primarily driven by reduced organic volumes in our digital textile printing business, material and labor cost inflation and an unfavorable impact from foreign currency translation, partially offset by pricing initiatives ~~organic revenue growth,~~and productivity ~~actions, and product mix.~~actions. Segment margin increased to ~~26.4%~~22.6% from ~~24.1%~~22.2% in the prior year comparable quarter.

Overall bookings decreased ~~4.1%~~10.3% as compared to the prior year comparable quarter, reflecting an organic ~~growth~~decline of ~~3.7%, more than offset by~~8.5% and an unfavorable impact from foreign currency translation of ~~7.8%~~1.8%. ~~Organic~~The organic bookings ~~growth~~decline was primarily driven by ~~solid demand for new equipment, spare parts, services and consumables~~reduced order intake in our marking and coding and digital textile printing businesses, partially offset by increased bookings in our serialization software business. Segment book-to-bill was ~~1.00. Backlog increased 18.1%~~0.96, and backlog decreased 10.8% as compared to the prior year comparable period.

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Six Months Ended ~~September~~June 30, ~~2022~~2023 Compared to the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022

Imaging & Identification segment revenue ~~decreased $40.4~~increased $6.8 million, or ~~4.6%~~1.2%, as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, attributable to organic growth of 4.2%, partially offset by an unfavorable impact from foreign currency translation of ~~5.9%, partially offset by organic growth of 1.0%, and acquisition-related growth of 0.3%~~3.0%. The organic revenue growth was primarily driven by pricing initiatives and solid ~~demand~~activity in our marking and coding business, partially offset by ~~reduced~~weaker demand in our digital textile printing business. Customer pricing favorably impacted revenue ~~in the nine months ended September 30, 2022~~ by approximately ~~3.2%~~6.4% compared to ~~0.9%~~2.6% in the prior year comparable period.

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Imaging & Identification segment earnings ~~decreased $6.4~~increased $9.7 million, or ~~3.2%~~8.1%, for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 over the prior year comparable period. The ~~decrease~~increase was primarily driven by ~~unfavorable~~pricing initiatives and productivity actions, which more than offset negative impacts from material and labor cost inflation and foreign ~~exchange impacts and higher input costs, partially offset by cost reduction initiatives, price increases, organic revenue growth and restructuring benefits.~~currency translation. Segment margin increased to 23.4% from ~~23.1%~~21.9% in the prior year comparable ~~period.~~

quarter.

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Pumps & Process Solutions

Our Pumps & Process Solutions segment manufactures specialty pumps and flow meters, ~~fluid connecting solutions, plastics and polymer processing equipment, and highly-engineered~~highly engineered precision components for rotating and reciprocating machines, fluid connecting solutions and plastics and polymer processing equipment, serving single-use biopharmaceutical production, diversified industrial manufacturing, chemical production, plastics and polymer processing, midstream and downstream oil and gas, thermal management applications and other end-markets.


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	(dollars in thousands)	2022		2021		% Change		2022		2021		% Change		(dollars in thousands)	2023		2022		% Change		2023		2022		% Change
Revenue	Revenue	$	433,558	$	438,240	(1.1)	%	$	1,309,880	$	1,261,318	3.9	%	Revenue	$	465,626	$	441,127	5.6	%	$	879,507	$	876,322	0.4	%

Segment earnings	Segment earnings	$	128,573	$	150,275	(14.4)	%	$	413,238	$	425,929	(3.0)	%	Segment earnings	$	129,337	$	138,048	(6.3)	%	$	244,581	$	284,665	(14.1)	%

Segment margin	Segment margin	29.7%		34.3%				31.5%		33.8%				Segment margin	27.8 %		31.3 %				27.8%		32.5%

Operational metrics:	Operational metrics:													Operational metrics:
Bookings	Bookings	$	415,253	$	490,581	(15.4)	%	$	1,346,736	$	1,562,956	(13.8)	%	Bookings	$	394,317	$	471,693	(16.4)	%	$	858,614	$	931,483	(7.8)	%
Backlog	Backlog							$	679,955	$	682,415	(0.4)	%	Backlog							$	676,191	$	715,646	(5.5)	%

Components of revenue decline:
Organic growth						1.9	%					6.9	%
Components of revenue growth:														Components of revenue growth:
Organic growth/(decline)														Organic growth/(decline)					0.9	%					(3.1)	%
Acquisitions	Acquisitions					2.3	%					1.0	%	Acquisitions					4.5	%					4.4	%

Foreign currency translation	Foreign currency translation					(5.3)	%					(4.0)	%	Foreign currency translation					0.2	%					(0.9)	%
						(1.1)	%					3.9	%
Total revenue growth														Total revenue growth					5.6	%					0.4	%

~~Third~~Second Quarter ~~2022~~2023 Compared to the ~~Third~~Second Quarter ~~2021~~2022

Pumps & Process Solutions segment revenue for the ~~third~~second quarter of ~~2022 decreased $4.7~~2023 increased $24.5 million, or ~~1.1%~~5.6%, as compared to the ~~third~~second quarter of ~~2021,~~2022, driven by acquisition-related growth of ~~2.3%~~4.5%, organic growth of ~~1.9%~~0.9%, and ~~an unfavorable~~a favorable impact from foreign currency translation of ~~5.3%~~0.2%. Acquisition-related growth was primarily driven by the acquisition of ~~AMN DPI and~~ Malema Engineering ~~Corporation.~~Corporation in the third quarter of 2022 and Witte Pumps & Technology GmbH in the fourth quarter of 2022. Customer pricing favorably impacted revenue in the ~~third~~second quarter of ~~2022~~2023 by approximately ~~4.4%~~5.1% compared to ~~2.3%~~3.4% in the prior year comparable quarter.

The organic revenue growth was primarily driven by pricing initiatives, along with ~~continued~~ strength in ~~our core non-COVID-19 biopharma platform, industrial pumps, plastics and~~thermal connectors, polymer processing ~~solutions, and~~equipment, bearings and compression components, ~~businesses which all grew revenue driven~~and hygienic dosing businesses. This was partially offset by ~~solid end market demand and strong backlogs. Revenue from~~reduced shipments ~~of single-use pumps and connectors used in biopharmaceutical production processes declined compared to the third quarter of 2021, as biopharmaceutical manufacturers reduced orders~~ for components used in COVID-19 vaccine ~~production. While underlying demand remains positive~~production and biopharmaceutical manufacturers repurposing inventory purchased for the COVID-19 vaccine production toward production of non-COVID-19 therapies. We expect continued strength in our ~~core biopharmaceutical platform, we expect sales of products used~~thermal connectors, polymer processing equipment, bearings and compression components, and hygienic dosing systems businesses in the ~~production~~second half of ~~COVID-19 vaccines to continue to decline in 2022 and into early 2023.~~the year.

Pumps & Process Solutions segment earnings decreased ~~$21.7~~$8.7 million, or ~~14.4%~~6.3%, over the prior year comparable quarter. The decrease was primarily driven by the impact of reduced revenues relating to ~~single use~~biopharmaceutical components. This was partially offset by pricing initiatives, conversion on increased revenues in thermal connectors, polymer processing equipment, bearings and compression components, and hygienic dosing systems, as well as productivity actions and restructuring benefits. Segment margin decreased to 27.8% from 31.3% from the prior year comparable quarter mainly due to business mix within the segment.

Overall bookings decreased 16.4% as compared to the prior year comparable quarter driven by an organic decline of 19.4%, and an unfavorable impact from foreign currency translation of 0.1% partially offset by acquisition-related growth of 3.1%. The organic bookings decline was driven by a decrease in orders for biopharmaceutical components and order timing in our polymer processing equipment business, partially offset by continued strong order intake in our bearings and compression components business. Segment book-to-bill was 0.85, and backlog decreased 5.5% compared to the prior year comparable period.

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Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022

Pumps & Process Solutions segment revenue increased $3.2 million, or 0.4%, as compared to the six months ended June 30, 2022, attributable to acquisition-related growth of 4.4%, partially offset by organic decline of 3.1% and an unfavorable impact from foreign currency translation of 0.9%. The organic decline was primarily driven by reduced shipments for components used in COVID-19 vaccine production and biopharmaceutical manufacturers repurposing inventory purchased for the COVID-19 vaccine production toward production of non-COVID-19 therapies. This decline was partially offset by pricing initiatives, along with ~~material~~continued strength in industrial pumps, thermal connectors, plastics and ~~labor cost inflation~~polymer processing solutions and bearings and compression components. Customer pricing favorably impacted revenue by approximately 5.0% compared to 3.5% in the prior comparable period.

Pumps & Process Solutions segment earnings decreased $40.1 million, or 14.1%, for the six months ended June 30, 2023 over the prior year comparable period. The decrease was primarily driven by the impact of reduced revenues relating to biopharmaceutical components along with foreign currency translation headwinds. This was partially offset by pricing initiatives, conversion on increased revenues in industrial pumps, plastics and polymer processing solutions and bearings and compression components, productivity actions and restructuring benefits. Segment margin decreased to ~~29.7%~~27.8% from ~~34.3% from the prior year comparable quarter mainly due to revenue mix within the segment.~~

Overall bookings decreased 15.4% as compared to the prior year comparable quarter, reflecting an organic decline of 12.2%, an unfavorable impact from foreign currency translation of 4.7%, partially offset by acquisition-related growth of 1.5%. The organic bookings decline was driven by a decrease in orders for biopharmaceutical components used in COVID-19 vaccine production, partially offset by continued strong order intake in our plastics and polymer processing solutions and bearings and compression components businesses. Segment book-to-bill was 0.96. Backlog decreased 0.4% compared to the prior year comparable period.

~~Table of~~ ~~Contents~~

~~Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021~~

~~Pumps & Process Solutions~~ segment revenue increased $48.6 million, or 3.9%, as compared to the nine months ended September 30, 2021, attributable to organic growth of 6.9% and acquisition-related growth of 1.0%, partially offset by an unfavorable impact from foreign currency translation of 4.0%. ~~The organic~~ ~~growth~~ was primarily driven by continued demand strength and strong backlogs entering the year in our core non-COVID-19 biopharma platform, industrial pumps, plastics and polymer processing solutions, and bearings and compression components businesses. The increase was partially offset by reduced demand for biopharmaceutical components used in COVID-19 vaccine production. ~~Customer pricing favorably~~ ~~impacted revenue in the nine months ended September 30, 2022 by approximately~~ ~~3.8%~~ ~~compared to 1.5% in the prior comparable period~~.

Pumps & Process Solutions segment earnings decreased $12.7 million, or 3.0%, for the nine months ended September 30, 2022 over the prior year comparable period, predominantly driven by conversion on higher revenues, pricing initiatives, productivity actions, and restructuring benefits, which were more than offset by an unfavorable impact from material and labor cost inflation, and an unfavorable impact from foreign exchange. Segment margin decreased to 31.5% from 33.8%32.5% from the prior year comparable period.

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Climate & Sustainability Technologies

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


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	(dollars in thousands)	2022		2021		% Change		2022		2021		% Change		(dollars in thousands)	2023		2022		% Change		2023		2022		% Change
Revenue	Revenue	$	462,671	$	429,425	7.7	%	$	1,295,913	$	1,232,008	5.2	%	Revenue	$	449,001	$	434,164	3.4	%	$	904,326	$	833,242	8.5	%

Segment earnings	Segment earnings	$	75,190	$	49,734	51.2	%	$	192,980	$	150,114	28.6	%	Segment earnings	$	76,074	$	64,181	18.5	%	$	149,852	$	117,790	27.2	%

Segment margin	Segment margin	16.3%		11.6%				14.9%		12.2%				Segment margin	16.9 %		14.8 %				16.6%		14.1%

Operational metrics:	Operational metrics:													Operational metrics:
Bookings	Bookings	$	422,820	$	540,280	(21.7)	%	$	1,271,246	$	1,684,151	(24.5)	%	Bookings	345,363		$	403,574	(14.4)	%	645,377		$	848,426	(23.9)	%
Backlog	Backlog							$	1,139,737	$	964,233	18.2	%	Backlog							$	797,307	$	1,186,180	(32.8)	%

Components of revenue growth:	Components of revenue growth:													Components of revenue growth:
Organic growth	Organic growth					19.3	%					16.0	%	Organic growth					4.0	%					9.9	%

Dispositions						(7.9)	%					(8.0)	%

Foreign currency translation	Foreign currency translation					(3.7)	%					(2.8)	%	Foreign currency translation					(0.6)	%					(1.3)	%
						7.7	%					5.2	%
Total revenue growth														Total revenue growth					3.4	%					8.6	%

~~Third~~Second Quarter ~~2022~~2023 Compared to the ~~Third~~Second Quarter ~~2021~~2022

Climate & Sustainability Technologies segment revenue increased ~~$33.2~~$14.8 million, or ~~7.7%~~3.4%, as compared to the ~~third~~second quarter of ~~2021,~~2022, reflecting organic revenue growth of ~~19.3%~~4.0%, partially offset by ~~7.9% from our disposition of Unified Brands in fourth quarter of 2021, and~~ an unfavorable impact from foreign currency translation of ~~3.7%~~0.6%. Customer pricing favorably impacted revenue in the ~~third~~second quarter of ~~2022~~2023 by approximately ~~10.3%~~5.3% compared to ~~5.7%~~9.5% in the prior year comparable ~~quarter, reflecting actions to recover higher costs.~~quarter.

The organic revenue growth was driven primarily by ~~customer price~~pricing actions ~~implemented~~as well as strong growth in heat exchangers and natural refrigerant systems, partially offset by modest volume reductions in beverage can-making equipment. Our heat exchanger business continues to ~~recover increased material,~~experience strong growth as regulation-driven efforts to shift from fossil fuel to electric energy in Europe drive robust demand for heat pump applications, as well as strong global commercial HVAC and ~~logistics costs combined with strong demand across all of our key end-markets.~~industrial markets. Retail refrigeration ~~revenues~~revenue also increased ~~substantially~~ from the prior year, driven by customer pricing actions, large system refurbishment programs with a key supermarket customer and ~~continued robust end-market demand.~~growing demand for natural refrigerant systems, partially offset by soft demand in the interest rate sensitive convenience store market. Beverage can-making business revenues ~~experienced strong~~declined from the prior year, primarily related to timing of projects and moderating demand with large beverage can-makers, who are absorbing recent large capacity expansions. We expect modest growth in the second half of the year, driven by ~~continued favorable macro trends~~strong demand for heat exchangers and refrigeration systems, partially offset by reductions in beverage can-making equipment projects as demand moderates from the robust levels experienced in the global beverage industry as producers shift from plastic and glass packaging to aluminum cans for environmental sustainability and merchandising benefits offered by modern aluminum cans. Our heat exchanger business experienced healthy growth across all regions, fueled by regulation-driven heat pump demand in Europe, robust demand in Asia and strengthening commercial HVAC and industrial markets globally. We anticipate organic revenue growth to continue into the fourth quarter driven by a healthy backlog position and strong order demand trends across many of our key end-markets.prior year.

Climate & Sustainability Technologies segment earnings increased ~~$25.5~~$11.9 million, or ~~51.2%~~18.5%, as compared to the ~~third~~second quarter of ~~2021.~~2022. The segment earnings increase was driven by customer pricing actions, increased volumes and benefits from productivity initiatives, partially offset by higher material and labor costs. Segment margin increased to ~~16.3%~~16.9% from ~~11.6%~~14.8% in the prior year comparable quarter. The earnings increase was driven by increased volumes, favorable business mix, customer pricing actions, and productivity efficiencies, partially offset by increased material and logistics costs, most notably metals and freight, and increased energy and labor costs, along with the disposition of Unified Brands in the fourth quarter of 2021.

Bookings in the ~~third~~second quarter of ~~2022~~2023 decreased ~~21.7%~~14.4% from the prior year comparable quarter, reflecting organic decline of ~~11.3%, a disposition-related decline of 7.3%,~~13.7% and an unfavorable impact from foreign currency translation of ~~3.1%~~0.7%. The organic bookings decline was principally driven by improving lead times ~~a challenging comparable quarter~~ in ~~the prior year in retail~~ refrigeration and timing of large projects and moderating demand with key customers in beverage can-making equipment, ~~projects.~~partially offset by continued robust demand for heat exchangers. Segment book-to-bill for the ~~third~~second quarter of ~~2022~~2023 was ~~0.91.~~0.77. Backlog ~~increased 18.2%~~decreased 32.8% over the prior year comparable period, ~~reflective of the continued strong~~but remains at healthy levels reflecting constructive demand ~~outlook~~ across ~~all businesses~~several key end markets within the segment.

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~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 Compared to the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022

Climate & Sustainability Technologies segment revenue increased ~~$63.9~~$71.1 million,, or ~~5.2%~~8.5%, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, reflecting an organic revenue growth of ~~16.0%~~9.9%, partially offset by ~~8.0% decline from the disposition of Unified Brands and~~ an unfavorable foreign currency translation of ~~2.8%~~1.3%. The organic revenue growth for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was driven by ~~robust~~strong demand across ~~all~~many of our key end-markets. Retail refrigeration revenues increased from the prior year, driven by ~~robust~~healthy remodel and system refurbishment programs with key supermarket customers and continued growing demand for our environmentally friendly natural refrigerant systems in ~~Europe.~~Europe and North America. Our beverage equipment business experienced ~~strong~~ revenue growth, driven by continued favorable macro trends in the global beverage industry as producers shift from plastic and glass packaging to aluminum cans for environmental sustainability and merchandising benefits offered by modern aluminum cans. Our heat exchanger business experienced healthy growth across all regions, fueled by regulation-driven heat pump demand in Europe ~~robust demand in Asia~~ and strengthening commercial HVAC and industrial markets globally. Customer pricing favorably impacted revenue ~~in the nine months ended September 30, 2022~~ by approximately ~~9.7%~~5.6% compared to ~~3.0%~~9.4% in the prior comparable period.

Climate & Sustainability Technologies segment earnings increased ~~$42.9~~$32.1 million, or ~~28.6%~~27.2%, for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the prior year comparable period. Segment margin increased to ~~14.9%~~16.6% from ~~12.2%~~14.1% in the prior ~~year.~~ year comparable period. The earnings increase was driven by increased volumes, productivity, favorable business mix and customer pricing actions, partially offset by increased material and logistics costs, most notably metals and ~~freight, plant productivity shortfalls resulting from supply chain disruption and increased energy and labor costs, and the disposition of Unified Brands in the fourth quarter of 2021.~~

freight.

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Reconciliation of Segment Earnings to Net Earnings


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021
(dollars in thousands)										(dollars in thousands)	2023		2022		2023		2022
Net earnings:	Net earnings:									Net earnings:
Segment earnings:	Segment earnings:									Segment earnings:
Engineered Products	Engineered Products	$	90,145	$	67,376	$	242,946	$	215,315	Engineered Products	$	73,076	$	81,671	$	157,351	$	152,801
Clean Energy & Fueling	Clean Energy & Fueling	90,208		80,101		262,204		253,103		Clean Energy & Fueling	83,616		99,034		157,221		171,996
Imaging & Identification	Imaging & Identification	74,477		70,635		194,467		200,818		Imaging & Identification	61,336		61,392		129,651		119,990
Pumps & Process Solutions	Pumps & Process Solutions	128,573		150,275		413,238		425,929		Pumps & Process Solutions	129,337		138,048		244,581		284,665
Climate & Sustainability Technologies	Climate & Sustainability Technologies	75,190		49,734		192,980		150,114		Climate & Sustainability Technologies	76,074		64,181		149,852		117,790
Total segment earnings	Total segment earnings	458,593		418,121		1,305,835		1,245,279		Total segment earnings	423,439		444,326		838,656		847,242
Purchase accounting expenses (1)	Purchase accounting expenses (1)	40,526		35,587		140,831		106,265		Purchase accounting expenses (1)	40,200		47,019		82,879		100,305
Restructuring and other costs (benefits) (2)		8,613		(3,201)		27,109		11,740
Restructuring and other costs (2)										Restructuring and other costs (2)	18,143		7,944		32,196		18,496
Loss on dispositions (3)	Loss on dispositions (3)	—		—		194		—		Loss on dispositions (3)	—		—		—		194
Corporate expense / other (4)	Corporate expense / other (4)	27,876		33,249		93,247		110,332		Corporate expense / other (4)	33,922		27,967		73,994		65,371
Interest expense	Interest expense	29,789		26,433		83,330		79,917		Interest expense	33,804		26,989		68,018		53,541
Interest income	Interest income	(1,244)		(1,466)		(2,968)		(3,088)		Interest income	(2,653)		(949)		(4,744)		(1,724)
Earnings before provision for income taxes	Earnings before provision for income taxes	353,033		327,519		964,092		940,113		Earnings before provision for income taxes	300,023		335,356		586,313		611,059
Provision for income taxes	Provision for income taxes	67,007		63,763		162,295		179,080		Provision for income taxes	57,784		45,738		115,500		95,288
Net earnings	Net earnings	$	286,026	$	263,756	$	801,797	$	761,033	Net earnings	$	242,239	$	289,618	$	470,813	$	515,771

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

(2) Restructuring and other costs relate to actions taken for employee reductions, facility consolidations and site closures, product line exits, and other asset charges.

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

(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 and digital overhead costs, deal-related expenses and various administrative expenses relating to the corporate headquarters.

Restructuring and Other Costs (Benefits)

Restructuring and other costs ~~(benefits)~~ are not presented in our segment earnings because these costs are excluded from the segment operating performance measure reviewed by management. Restructuring and other costs ~~of $8.6 million and $27.1 million~~ for the three and ~~nine~~six months ended ~~September~~June 30, 2023 included restructuring charges of $16.4 million and $28.9 million, respectively and other costs, net of $1.7 million and $3.3 million, respectively. Restructuring charges for the three and six months ended June 30, 2023 were primarily related to headcount reductions and exit costs in the Clean Energy & Fueling, Engineered Products and Pumps & Process Solutions segments. These restructuring programs were initiated in 2022 and 2023 and were undertaken in light of current market conditions. Other costs, net of $2.0 million within the Clean Energy & Fueling segment for the six months ended June 30, 2023 were primarily due to headcount reductions and facility consolidations resulting from restructuring programs initiated in 2021 and 2022. Additionally, restructuring and other costs for the nine months ended September 30, 2022 includes non-cash foreign currency translation losses and asset write-downs due to the substantial liquidation and exit from certain Latin America countries in our Climate & Sustainability Technologies segment.product line rationalization. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the ~~Condensed Consolidated Statement~~condensed consolidated statement of ~~Earnings.~~earnings. Additional programs beyond the scope of the announced programs may be implemented during ~~2022~~2023 with related restructuring charges.

~~Table of~~ ~~Contents~~

We recorded the following restructuring and other costs (benefits) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022:~~2023:

Three Months Ended September 30, 2022
(dollars in thousands) Engineered Products Clean Energy & Fueling Imaging & Identification Pumps & Process Solutions Climate & Sustainability Technologies Corporate Total
Restructuring $ 2,027 $ 3,063 $ 516 $ 552 $ (85) $ 1,242 $ 7,315
Other costs (benefits), net 536 36 347 16 373 (10) 1,298
Restructuring and other costs $ 2,563 $ 3,099 $ 863 $ 568 $ 288 $ 1,232 $ 8,613


		Nine Months Ended September 30, 2022															Three Months Ended June 30, 2023
(dollars in thousands)	(dollars in thousands)	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Corporate		Total		(dollars in thousands)	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Corporate		Total
Restructuring	Restructuring	$	3,008	$	4,682	$	2,051	$	2,713	$	5,790	$	1,537	$	19,781	Restructuring	$	3,938	$	5,847	$	865	$	3,303	$	1,205	$	1,241	$	16,399
Other costs, net	Other costs, net	2,965		35		1,496		18		2,597		217		7,328		Other costs, net	9		891		143		44		531		126		1,744
Restructuring and other costs	Restructuring and other costs	$	5,973	$	4,717	$	3,547	$	2,731	$	8,387	$	1,754	$	27,109	Restructuring and other costs	$	3,947	$	6,738	$	1,008	$	3,347	$	1,736	$	1,367	$	18,143

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	Six Months Ended June 30, 2023
(dollars in thousands)	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Corporate		Total
Restructuring	$	4,477	$	15,991	$	1,204	$	4,629	$	1,447	$	1,127	$	28,875
Other costs (benefits), net	34		1,959		496		(3)		703		132		3,321
Restructuring and other costs	$	4,511	$	17,950	$	1,700	$	4,626	$	2,150	$	1,259	$	32,196

~~During the three and nine months ended September 30, 2021, restructuring~~Restructuring and other ~~activities included restructuring charges~~costs of ~~$4.8~~$7.9 million ~~and $20.7 million, respectively, and other benefits, net, of $8.0 million and $8.9 million, respectively. Restructuring expense 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 and broad-based operational efficiency initiatives focusing on footprint consolidation and IT centraliz~~ation, and asset charges of $12.1 million, including $9.1 million related to a product line exit. Other benefits, net~~ for the three months ended ~~September~~June 30, 2022 were primarily due to headcount reductions and facility consolidations resulting from restructuring programs initiated in 2021 ~~was~~and 2022, and asset write-downs. For the six months ended June 30, 2022, substantial liquidation and exit from certain Latin America countries in our Climate & Sustainability Technologies segment contributed to restructuring expenses of $12.5 million and other costs (benefits), net of $6.0 million, comprised primarily of ~~a $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~~foreign currency translation losses 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 sales of assets as a result of restructuring actions, partially offset by $3.4 million of restructuring related costs principally pertaining to footprint consolidation and IT centralization costs.asset write-downs. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the ~~Condensed Consolidated Statement~~condensed consolidated statement of ~~Earnings.~~earnings.

We recorded the following restructuring and other costs (benefits) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022:


		Three Months Ended September 30, 2021															Three Months Ended June 30, 2022
(dollars in thousands)	(dollars in thousands)	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Corporate		Total		(dollars in thousands)	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Corporate		Total
Restructuring	Restructuring	$	870	$	1,620	$	168	$	639	$	1,293	$	200	$	4,790	Restructuring	$	524	$	1,423	$	344	$	1,476	$	159	$	383	$	4,309
Other (benefits) costs, net		(9,202)		(36)		1,123		(152)		227		49		(7,991)
Restructuring and other (benefits) costs		$	(8,332)	$	1,584	$	1,291	$	487	$	1,520	$	249	$	(3,201)
Other costs, net																Other costs, net	2,377		5		963		1		107		182		3,635
Restructuring and other costs																Restructuring and other costs	$	2,901	$	1,428	$	1,307	$	1,477	$	266	$	565	$	7,944

Nine Months Ended September 30, 2021
(dollars in thousands) Engineered Products Clean Energy & Fueling Imaging & Identification Pumps & Process Solutions Climate & Sustainability Technologies Corporate Total
Restructuring $ 9,200 $ 3,084 $ 1,032 $ 1,526 $ 4,637 $ 1,182 $ 20,661
Other (benefits) costs, net (8,859) 215 1,119 (2,146) (616) 1,366 (8,921)
Restructuring and other costs (benefits) $ 341 $ 3,299 $ 2,151 $ (620) $ 4,021 $ 2,548 $ 11,740


	Six Months Ended June 30, 2022
(dollars in thousands)	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Corporate		Total
Restructuring	$	981	$	1,619	$	1,535	$	2,161	$	5,875	$	295	$	12,466
Other costs (benefits), net	2,429		(1)		1,149		2		2,224		227		6,030
Restructuring and other costs	$	3,410	$	1,618	$	2,684	$	2,163	$	8,099	$	522	$	18,496

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Purchase Accounting Expenses

Purchase accounting expenses primarily relate to amortization of ~~acquired~~intangible assets and charges related to fair value step-ups for acquired inventory sold during the period. These expenses are not presented in our segment earnings because they are excluded from the segment operating performance measure reviewed by management. These expenses reconcile to segment earnings as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021
(dollars in thousands)										(dollars in thousands)	2023		2022		2023		2022
Purchase accounting expenses	Purchase accounting expenses									Purchase accounting expenses
Engineered Products	Engineered Products	$	5,101	$	3,991	$	15,509	$	11,758	Engineered Products	$	4,991	$	5,593	$	10,795	$	10,408
Clean Energy & Fueling 1	Clean Energy & Fueling 1	19,416		12,924		77,641		38,976		Clean Energy & Fueling 1	19,540		26,895		39,107		58,225
Imaging & Identification	Imaging & Identification	5,429		5,925		16,730		17,509		Imaging & Identification	5,945		5,609		11,551		11,301
Pumps & Process Solutions	Pumps & Process Solutions	5,762		7,374		16,450		21,858		Pumps & Process Solutions	4,900		4,097		11,777		10,688
Climate & Sustainability Technologies	Climate & Sustainability Technologies	4,818		5,373		14,501		16,164		Climate & Sustainability Technologies	4,824		4,825		9,649		9,683
Total	Total	$	40,526	$	35,587	$	140,831	$	106,265	Total	$	40,200	$	47,019	$	82,879	$	100,305
1 The increase of $6,492 and $38,665 in purchase accounting expenses for the three and nine months ended September 30, 2022, respectively, from the prior year comparable period in our Clean Energy & Fueling segment is due to the acquisition of RegO and Acme Cryogenics in Q4 2021, inclusive of $0 and $18,995, respectively, in charges related to fair value step-ups for inventory.
1 Purchase accounting expenses in our Clean Energy and Fueling segment decreased by $7,355 and $19,118 for the three and six months ended June 30, 2023 from the prior year comparable periods, which include $6,898 and $18,995 of charges, respectively, related to fair value step-ups for inventory from the acquisition of RegO and Acme Cryogenics in Q4 2021.										1 Purchase accounting expenses in our Clean Energy and Fueling segment decreased by $7,355 and $19,118 for the three and six months ended June 30, 2023 from the prior year comparable periods, which include $6,898 and $18,995 of charges, respectively, related to fair value step-ups for inventory from the acquisition of RegO and Acme Cryogenics in Q4 2021.

~~Table of~~ ~~Contents~~

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~~repurchase 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~~condensed consolidated statements of ~~Cash Flows:~~cash flows:


		Nine Months Ended September 30,					Six Months Ended June 30,
Cash Flows (dollars in thousands)		2022		2021
Net Cash Flows Provided By (Used In):
Cash Flows from Operations (in thousands)						Cash Flows from Operations (in thousands)	2023		2022
Net cash flows provided by (used in):						Net cash flows provided by (used in):
Operating activities	Operating activities	$	467,081	$	788,586	Operating activities	$	436,538	$	202,456
Investing activities	Investing activities	(402,061)		(286,642)		Investing activities	(86,010)		(115,853)
Financing activities	Financing activities	(133,579)		(274,798)		Financing activities	(444,489)		45,265

Operating Activities

Cash ~~provided by~~flow from operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2022 decreased approximately $321.5~~2023 increased by $234.1 million compared to ~~the comparable period in 2021.~~June 30, 2022. This ~~decrease~~increase was primarily driven by ~~higher investments~~improvements in the cash flows related to working ~~capital to support business growth, including investments in inventoryto support increasing backlog and mitigate potential inventory shortages given the continuing supply chain disruptions and constraints, as well as higher compensation payouts.~~capital. Additionally, estimated tax payments ~~increased from 2021 to~~were higher in 2022 ~~which includes~~driven primarily by a $43.5 million income tax payment ~~in 2022~~ related to the gain on ~~sale~~disposition of Unified ~~Brands in Q4 2021.~~Brands.

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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 liquidity by showing changes caused by operational results. The following table provides a calculation of adjusted working capital:

Adjusted Working Capital (dollars in thousands)
September 30, 2022 December 31, 2021
Accounts receivable $ 1,497,062 $ 1,347,514
Inventories 1,407,797 1,191,095
Less: Accounts payable 1,143,253 1,073,568
Adjusted working capital $ 1,761,606 $ 1,465,041


Adjusted Working Capital (in thousands)	June 30, 2023		December 31, 2022
Accounts receivable	$	1,561,162	$	1,516,871
Inventories	1,396,260		1,366,608
Less: Accounts payable	1,028,928		1,068,144
Adjusted working capital	$	1,928,494	$	1,815,335

Adjusted working capital increased ~~from December 31, 2021~~ by ~~$296.6~~$113.2 million, or ~~20.2%~~6.2%, ~~to $1.8 billion at September~~in the six months ended June 30, ~~2022,~~2023, which reflected an increase of ~~$149.5~~$44.3 million in accounts receivable, an increase of $29.7 million in inventory and a decrease in accounts payable of $39.2 million. Inventories increased to support normal seasonality trends in advance of higher expected shipment volumes in the second half of the year. The change in accounts receivable and ~~$216.7 million in inventory, partially offset by an increase in accounts~~ payable reflect the timing of ~~$69.7 million. These amounts include the effects of acquisitions~~payments and foreign currency translation. Accounts receivable increased compared to the prior year as a result of higher revenue. Inventories increased to support business and backlog growth, and to also mitigate potential inventory shortages due to supply chain disruptions and constraints. These factors also led to an increase in accounts payable.collections.

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 September 30, 2022 and December 31, 2021, amounts due to financial institutions for suppliers using SCF were approximately $190 million and $211 million, respectively. SCF-related payments are classified as a reduction to cash flows from operations. During the nine months ended September 30, 2022 and 2021, amounts paid to SCF financial institutions were approximately $689 million and $596 million, respectively.

Investing Activities

Cash ~~used in~~flow from investing activities is generally derived from cash outflows for capital expenditures and acquisitions, offset by proceeds from sales of business, property, plant and equipment. ~~For~~During the ~~nine~~six months ended ~~September~~June 30, ~~2022 and 2021, we used cash~~2023, the majority of the activity in investing activities was comprised of ~~$402.1 million and $286.6 million, respectively, primarily driven by the the following factors:~~

•~~Acquisitions:~~ During the nine months ended September 30, 2022, we deployed approximately $229.3 million, net, to acquire AMN and Malema within the Pumps & Process Solutions segment. In comparison, during the nine months ended September 30, 2021, we acquired Espy and CDS Visual within the Engineered Products segment, AvaLAN and Blue Bite within the Clean Energy & Fueling and Imaging & Identification segments, respectively, and Quantex and one other immaterial acquisition within the Pumps & Process Solutions segment for an aggregate of $171.3 million, net.

•~~Capital spending:~~capital spending. Our capital expenditures ~~increased $44.9~~decreased $12.1 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2021. We expect full year 2022 capital expenditures to be approximately $200-$220 million.~~2022.

We anticipate that capital expenditures and any acquisitions we make through the remainder of ~~2022~~2023 will be funded from available cash and internally generated funds and, if necessary, through the issuance of commercial paper, ~~use of lines of~~borrowings from revolving credit facilities or by accessing the public debt or ~~private debt markets, as necessary.~~equity markets.

Financing Activities

Our cash flow from financing activities generally relates to the use of cash for repurchases of our common stock and payment of dividends, offset by ~~net~~ borrowing activity. ~~For the nine months ended September 30, 2022 and 2021, we used cash totaling $133.6 million and $274.8 million, respectively, for~~The majority of financing ~~activities, with the~~ activity ~~primarily attributable~~was attributed to the following:

•Repurchase of common ~~stock, including prepayment under an accelerated share repurchase program:~~stock: During the ~~nine~~six months ended ~~September~~June 30, 2023, we repurchased no shares. During the six months ended June 30, 2022, we used $85.0 million to repurchase 641,428 shares and $500.0 million to repurchase a variable number of shares through an accelerated share repurchase transaction. During the nine months ended September 30, 2021, we used $21.6 million to repurchase 182,951 shares.

•Commercial paper and ~~other:~~other short-term borrowings, net: During the ~~nine~~six months ended ~~September~~June 30, 2023, we used $289.6 million to pay off commercial paper borrowings. During the six months ended June 30, 2022, we received net proceeds of ~~$682.9~~$288.0 million from commercial paper ~~and other short-term borrowings, primarily used to fund our accelerated share repurchase transaction and acquisition of Malema. During the nine months ended September 30, 2021,~~ ~~we did not borrow or have proceeds from commercial paper or other short-term~~ borrowings.

•Dividend payments: ~~Dividends paid~~Total dividend payments to common shareholders were $141.5 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022 totaled $216.6 million~~2023, as compared to ~~$214.8~~$144.1 million during the same period in ~~2021.~~2022. Our dividends paid per common share increased 1.0% to ~~$1.505~~$1.01 during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$1.49~~$1.00 during the same period in ~~2021.~~2022. The number of common shares outstanding decreased in the comparative periods due to share repurchase activity throughout 2022.

•Payments to settle employee tax obligations: Payments to settle tax obligations from the exercise of share-based awards declined ~~$22.6~~$1.0 million compared to the prior year ~~period, primarily due to the decrease in the number of shares exercised.~~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~~condensed consolidated statements of ~~Cash Flows,~~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 liquidity because it provides management and investors a measurement of cash generated from operations that ismay be 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:


		Nine Months Ended September 30,							Six Months Ended June 30,
Free Cash Flow (dollars in thousands)	Free Cash Flow (dollars in thousands)	2022			2021			Free Cash Flow (dollars in thousands)	2023			2022
Cash flow provided by operating activities	Cash flow provided by operating activities	$	467,081		$	788,586		Cash flow provided by operating activities	$	436,538		$	202,456
Less: Capital expenditures	Less: Capital expenditures	(166,039)			(121,157)			Less: Capital expenditures	(88,454)			(100,577)
Free cash flow	Free cash flow	$	301,042		$	667,429		Free cash flow	$	348,084		$	101,879

Cash flow from operating activities as a percentage of revenue	Cash flow from operating activities as a percentage of revenue	7.3		%	13.3		%	Cash flow from operating activities as a percentage of revenue	10.4		%	4.8		%

Cash flow from operating activities as a percentage of net earnings	Cash flow from operating activities as a percentage of net earnings	58.3		%	103.6		%	Cash flow from operating activities as a percentage of net earnings	92.7		%	39.3		%

Free cash flow as a percentage of revenue	Free cash flow as a percentage of revenue	4.7		%	11.3		%	Free cash flow as a percentage of revenue	8.3		%	2.4		%

Free cash flow as a percentage of net earnings	Free cash flow as a percentage of net earnings	37.5		%	87.7		%	Free cash flow as a percentage of net earnings	73.9		%	19.8		%

For the ~~nine~~six months ended ~~September~~June 30, ~~2022, we generated cash flow from operating activities of $467.1 million, representing 7.3% of revenue and 58.3% of net earnings, and~~2023, we generated free cash flow of ~~$301.0~~$348.1 million, representing ~~4.7%~~8.3% of revenue and ~~37.5%~~73.9% of net earnings. Free cash flow for the ~~nine~~six months ended ~~September~~June 30, ~~2022 decreased $366.4~~2023 increased $246.2 million, compared to ~~the prior year period~~June 30, 2022, due to ~~lower~~higher operating cash flow, primarily as a result of ~~increases~~improvements in working capital ~~compensation payouts, estimated tax payments, and investments in capital expenditures~~ compared to the prior year. ~~The nine months ended September 30, 2022 include a $43.5 million income tax payment related to the gain on sale of Unified Brands in the fourth quarter of 2021.~~

Capitalization

We use commercial paper borrowings for general corporate purposes, including the funding of acquisitions and the repurchase of our common stock. As of ~~September~~June 30, ~~2022,~~2023, we maintained a $1.0 billion five-year and $500.0 million 364-day unsecured revolving credit ~~facility (the "Credit Agreement"~~facilities ("Credit Agreements") with a syndicate of banks which ~~expires on October~~expire April 6, 2028 and April 4, ~~2024.~~ 2024, respectively. We may elect to extend the maturity date of any loans under the 364-day credit facility until April 4, 2025, subject to conditions specified therein. The Credit ~~Agreement is used~~Agreements are designated as a liquidity ~~back-up~~back-stop for ~~our~~the Company's commercial paper program, which was upsized from $1.0 billion to $1.5 billion during the quarter, and also are available for general corporate purposes.

~~Under~~At the Company's election, loans under the Credit ~~Agreement, we are required~~Agreements will bear interest at a base rate plus an applicable margin. The Credit Agreements require the Company to pay a facility fee and impose various restrictions on the Company such as, among other things, a requirement 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~~The Company was in compliance with ~~this covenant~~all covenants in the Credit Agreements and ~~our~~ other long-term debt covenants at ~~September~~June 30, ~~2022~~2023 and had an interest coverage ratio of ~~17.5~~consolidated EBITDA to consolidated net interest expense of 13.7 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~~SEC 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 ~~September~~June 30, ~~2022,~~2023, our cash and cash equivalents totaled ~~$306.0~~$285.8 million, of which ~~$250.8~~ approximately $259.5 million waswas held outside the United States. At December 31, ~~2021,~~2022, our cash and cash equivalents totaled ~~$385.5~~$380.9 million, of wh~~ich $257.5~~which approximately $261.4 million waswas held outside the United ~~States~~.States. Cash and cash equivalents are held primarily in bank deposits with highly rated banks. We regularly hold cash in excess of near-term requirements ~~are invested~~ in ~~highly liquid investment-grade~~bank deposits or invest the funds in government money market instruments or short-term investments, ~~or bank deposits,~~ which consist of ~~investment-grade~~investment grade time deposits with original maturity dates at the time of purchase of no greater than three months.

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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~~calculation of net debt to net capitalization tofrom the most directly comparable GAAP measures:

Net Debt to Net Capitalization Ratio (dollars in thousands)
September 30, 2022 December 31, 2021
Commercial paper $ 788,034 $ 105,000
Other 826 702
Short-term borrowings $ 788,860 $ 105,702
Long-term debt $ 2,842,662 $ 3,018,714
Total debt 3,631,522 3,124,416
Less: Cash and cash equivalents (306,002) (385,504)
Net debt 3,325,520 2,738,912
Add: Stockholders' equity 3,991,426 4,189,528
Net capitalization $ 7,316,946 $ 6,928,440
Net debt to net capitalization 45.4 % 39.5 %


Net Debt to Net Capitalization Ratio (dollars in thousands)	June 30, 2023			December 31, 2022
Commercial paper	$	445,500		$	734,936
Other	675			836
Total short-term borrowings	$	446,175		$	735,772
Long-term debt	2,976,573			2,942,513
Total debt	3,422,748			3,678,285
Less: Cash and cash equivalents	(285,777)			(380,868)
Net debt	3,136,971			3,297,417
Add: Stockholders' equity	4,662,105			4,286,366
Net capitalization	$	7,799,076		$	7,583,783
Net debt to net capitalization	40.2		%	43.5		%

Our net debt to net capitalization ratio ~~increased~~decreased to ~~45.4%~~40.2% at ~~September~~June 30, ~~2022~~2023 compared to ~~39.5%~~43.5% at December 31, ~~2021.~~2022. Net debt ~~increased $586.6~~decreased $160.4 million during the ~~period~~period primarily due to ~~an increase~~a decrease in commercial paper borrowings, ~~used to fund our accelerated share repurchase transaction~~partially offset by lower cash and ~~acquisition of Malema. Stockholders' equity decreased $198.1 million primarily~~cash equivalents. Stockholders' equity increased for the period as a result of ~~share repurchases, dividends paid~~current earnings of $470.8 million and ~~unfavorable~~other comprehensive earnings of $38.7 million, primarily due to the favorable impact of foreign currency ~~on accumulated other comprehensive loss,~~fluctuations, partially offset by ~~net earnings during the period.~~$141.5 million of dividends paid.

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, purchase obligations, and lease ~~obligations, and~~obligations. Acquisition spending and/or share ~~repurchases.~~repurchases could potentially increase our debt.

We believe that existing sources of liquidity are adequate to meet anticipated funding needs at current risk-based interest rates for the foreseeable future.

Critical Accounting ~~Policies and~~ Estimates

Our ~~Condensed Consolidated Financial Statements~~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 Note 1918 — Recent Accounting Pronouncements in the ~~Condensed Consolidated Financial Statements~~condensed consolidated financial statements in Item 1 of this Form 10-Q. The adoption of recent accounting standards as included in Note 1918 — Recent Accounting Pronouncements in the ~~Condensed Consolidated Financial Statements~~condensed consolidated financial statements has not had, and is not expected to have, a significant impact on our revenue, earnings or liquidity.

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Special ~~Notes~~Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, especially MD&A, contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of ~~1995.~~1995, as amended. 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", "continue", "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, and assumptions, ~~and other factors, some of which are beyond~~including those described in our Annual Report on Form 10-K for the ~~Company’s control.~~year ended December 31, 2022. Factors that could cause actual results to differ materially from current expectations include, among other ~~things,~~things: general economic conditions and conditions in the particular markets in which we operate; supply chain constraints and labor shortages that could result in production stoppages, inflation in material input costs and freight logistics; 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,flows; changes in customer demand and capital ~~spending,~~spending; competitive factors and pricing ~~pressures,~~pressures; our ability to develop and launch new products in a ~~cost-~~

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~~effective manner,~~cost-effective manner; changes in law, including the effect of tax laws and developments with respect to trade policy and ~~tariffs,~~tariffs; our ability to identify and complete acquisitions and integrate and realize synergies from newly acquired ~~businesses,~~businesses; the impact of interest rate and currency exchange rate ~~fluctuations,~~fluctuations; capital allocation plans and changes in those plans, including with respect to dividends, share repurchases, investments in research and development, capital expenditures and ~~acquisitions,~~acquisitions; our ability to derive expected benefits from ~~restructuring,~~restructurings, productivity initiatives and other cost reduction ~~actions, changes in material costs or the supply of input materials,~~actions; the impact of legal compliance risks and litigation, including with respect to product quality and safety, cybersecurity and ~~privacy,~~privacy; and 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, ~~2021.~~2022. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or ~~otherwise.~~otherwise, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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. 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, and organic revenue growth are not financial measures under GAAP and should not be considered as a substitute for cash flows from operating activities, debt or equity, working capital or revenue as determined in accordance with GAAP, and they may not be comparable to similarly titled measures reported by other companies.

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 provides a meaningful measure of liquidity by showing changes caused by operational results. 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.

Reconciliations ofand comparisons to non-GAAP measures can be found above in this Item 2, Management's Discussion and 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 ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023. 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, ~~2021.~~2022.

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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 ~~September~~June 30, ~~2022.~~2023.

During the ~~third~~second quarter of ~~2022,~~2023, 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.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

See Note 13 — Commitments and Contingent Liabilities in the ~~Condensed Consolidated Financial Statements~~condensed consolidated financial statements in Item 1 of this Form 10-Q.

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, ~~2021.~~2022.

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

a.Not applicable.

b.Not applicable.

c.~~The table below presents shares of Dover stock that we acquired during the quarter.~~

Period Total Number of Shares Purchased Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plans or Programs (1)
July 1 to July 31 — $ — — 19,175,621
August 1 to August 31 — — — 19,175,621
September 1 to September 30 3,201,025 124.96 (2) 3,201,025 15,974,596
For the Third Quarter 3,201,025 $ 124.96 3,201,025 15,974,596

~~(1)~~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. ~~The Company repurchased 3,201,025 shares~~No share repurchases were made under the November 2020 authorization during the three months ended ~~September~~June 30, ~~2022.~~2023. As of ~~September~~June 30, ~~2022,~~2023, the number of shares still available for repurchase under the November 2020 share repurchase authorization was ~~15,974,596.~~

~~(2)~~ ~~On August 31, 2022, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with Bank of America N.A. (“Bank of America”) pursuant to which it will repurchase~~ ~~$500.0 million~~ of shares (the “ASR Program”). The Company is conducting the ASR Program under the November 2020 share repurchase authorization. The Company funded the ASR Program with commercial paper. Under the terms of the ASR Agreement, the Company paid Bank of America ~~$500.0 million~~ on September 1, 2022 and on that date received initial deliveries of 3,201,025 shares, representing a substantial majority of the shares expected to be retired over the course of the ASR Agreement. The total number of shares ultimately repurchased under the ASR Agreement will be based on the daily volume-weighted average share price of Dover's common stock during the calculation period of the ASR Program, less a discount. The ASR Program is scheduled to be completed in the fourth quarter of 2022, subject to postponement or acceleration under the terms of the ASR Agreement. The actual number of shares repurchased will be determined at the completion of the ASR Program.15,283,326.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

~~Table of~~ ~~Contents~~

Item 5. Other Information

~~Not applicable.~~None.

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Item 6. Exhibits


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 ~~September~~June 30, ~~2022~~2023 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.

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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:	~~October 20, 2022~~July 25, 2023	/s/ Brad M. Cerepak
		Brad M. Cerepak
		Senior Vice President & Chief Financial Officer
		(Principal Financial Officer)

Date:	~~October 20, 2022~~July 25, 2023	/s/ Ryan W. Paulson
		Ryan W. Paulson
		Vice President, Controller
		(Principal Accounting Officer)

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	Amount allocated		Useful life (in years)

Goodwill - non-deductible	$	151,701	na
Customer intangibles	64,000		15

Patents	16,000		10
Trademarks	4,000		15

	$	235,701


	Amount allocated		Useful life (in years)
Goodwill - tax deductible	$	158,894	na
Goodwill - non-deductible	122,301		na
Customer intangibles	173,000		15
Patents	40,000		12

Trademarks	21,000		16

	$	515,195


	Three Months Ended September 30,								Nine Months Ended September 30,
	U.S. Plan				Non-U.S. Plans				U.S. Plan				Non-U.S. Plans
	2022		2021		2022		2021		2022		2021		2022		2021
Service cost	$	1,426	$	1,784	$	1,139	$	1,398	$	4,278	$	5,351	$	3,533	$	4,238
Interest cost	3,436		3,401		799		674		10,309		10,204		2,529		2,036
Expected return on plan assets	(7,276)		(7,245)		(1,748)		(1,793)		(21,828)		(21,735)		(5,454)		(5,412)
Amortization:
Prior service cost (credit)	27		53		(131)		(163)		82		159		(395)		(494)
Recognized actuarial loss	575		2,503		411		979		1,725		7,509		1,305		2,968



Net periodic (income) expense	$	(1,812)	$	496	$	470	$	1,095	$	(5,434)	$	1,488	$	1,518	$	3,336


	Three Months Ended September 30, 2022
(dollars in thousands)	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Corporate		Total
Restructuring	$	2,027	$	3,063	$	516	$	552	$	(85)	$	1,242	$	7,315
Other costs (benefits), net	536		36		347		16		373		(10)		1,298
Restructuring and other costs	$	2,563	$	3,099	$	863	$	568	$	288	$	1,232	$	8,613


	Nine Months Ended September 30, 2021
(dollars in thousands)	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Corporate		Total
Restructuring	$	9,200	$	3,084	$	1,032	$	1,526	$	4,637	$	1,182	$	20,661
Other (benefits) costs, net	(8,859)		215		1,119		(2,146)		(616)		1,366		(8,921)
Restructuring and other costs (benefits)	$	341	$	3,299	$	2,151	$	(620)	$	4,021	$	2,548	$	11,740


Period	Total Number of Shares Purchased	Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plans or Programs (1)
July 1 to July 31	—	$	—		—	19,175,621
August 1 to August 31	—	—			—	19,175,621
September 1 to September 30	3,201,025	124.96		(2)	3,201,025	15,974,596
For the Third Quarter	3,201,025	$	124.96		3,201,025	15,974,596