UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~June 30, 2023~~March 31, 2024

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

OF 1934

For the transition period from to

Commission File Number: 1-4018

(Exact name of registrant as specified in its charter)


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

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

(630) 541-1540

(Registrant’s telephone number, including area code)

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


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

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

Yes ☑ No o

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

Yes ☑ No o

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

Large Accelerated Filer

☑

Accelerated Filer

☐

Emerging Growth Company

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

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

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

The number of shares outstanding of the Registrant’s common stock as of ~~July 18, 2023~~April 19, 2024 was ~~139,873,825.~~137,430,160.

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~~ ~~six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	1
	Condensed Consolidated Statements of Comprehensive Earnings for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	2
	Condensed Consolidated Balance Sheets at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~	4
	Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 202~~2	65
	Note 1 — Basis of Presentation	76
	Note 2 — Revenue	76
	Note 3 — Acquisitions	7
	Note 4 — Dispositions	8

	Note 45 — Inventories, net	8
	Note 56 — Property, Plant and Equipment, net	9
	Note 67 — Credit Losses	9
	Note 78 — Goodwill and Other Intangible Assets	9
	Note 89 — Restructuring Activities	10
	Note 910 — Borrowings	11
	Note 1011 — Financial Instruments	12
	Note 1112 — Income Taxes	14
	Note 1213 — Equity Incentive Program	14
	Note 1314 — Commitments and Contingent Liabilities	15

	Note 1415 — Other Comprehensive Earnings	16
	Note 1516 — Segment Information	17
	Note 1617 — ~~Share Repurchases~~Stockholders' Equity	19
	Note 1718 — Earnings per Share	1920
	Note 1819 — Recent Accounting Pronouncements	20


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2122
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4137
Item 4.	Controls and Procedures	4238

PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	4339
Item 1A.	Risk Factors	4339
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4339
Item 3.	Defaults Upon Senior Securities	4339
Item 4.	Mine Safety Disclosures	4339
Item 5.	Other Information	4340
Item 6.	Exhibits	4441

SIGNATURES		4542

Table of Contents

Item 1. Financial Statements

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)






		Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Revenue	Revenue	$	2,100,086	$	2,158,715	$	4,179,109	$	4,210,616
Revenue
Revenue
Cost of goods and services
Cost of goods and services
Cost of goods and services	Cost of goods and services	1,341,250		1,377,432		2,673,254		2,686,139
Gross profit	Gross profit	758,836		781,283		1,505,855		1,524,477
Gross profit
Gross profit
Selling, general and administrative expenses
Selling, general and administrative expenses
Selling, general and administrative expenses	Selling, general and administrative expenses	434,340		424,433		866,754		868,276

Operating earnings	Operating earnings	324,496		356,850		639,101		656,201

Operating earnings

Operating earnings
Interest expense
Interest expense
Interest expense	Interest expense	33,804		26,989		68,018		53,541
Interest income	Interest income	(2,653)		(949)		(4,744)		(1,724)
Interest income
Interest income

Gain on disposition

Gain on disposition

Gain on disposition
Other income, net
Other income, net
Other income, net
Earnings before provision for income taxes
Earnings before provision for income taxes
Earnings before provision for income taxes
Provision for income taxes
Provision for income taxes
Provision for income taxes

Other income, net		(6,678)		(4,546)		(10,486)		(6,675)
Earnings before provision for income taxes		300,023		335,356		586,313		611,059
Provision for income taxes		57,784		45,738		115,500		95,288
Net earnings

Net earnings

Net earnings	Net earnings	$	242,239	$	289,618	$	470,813	$	515,771

Net earnings per share:	Net earnings per share:

Net earnings per share:

Net earnings per share:
Basic
Basic
Basic	Basic	$	1.73	$	2.01	$	3.37	$	3.58
Diluted	Diluted	$	1.72	$	2.00	$	3.35	$	3.56
Diluted
Diluted
Weighted average shares outstanding:
Weighted average shares outstanding:
Weighted average shares outstanding:	Weighted average shares outstanding:
Basic	Basic	139,862		143,832		139,810		143,959
Basic
Basic
Diluted	Diluted	140,578		144,669		140,597		144,998
Diluted
Diluted

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In thousands)

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
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


	Three Months Ended March 31,
	2024		2023
Net earnings	$	632,221	$	228,574
Other comprehensive (loss) earnings, net of tax
Foreign currency translation adjustments:
Foreign currency translation (loss) gain	(29,342)		16,572
Reclassification of foreign currency translation losses to earnings	13,931		—
Total foreign currency translation adjustments (net of $(4,386) and $4,050 tax (provision) benefit, respectively)	(15,411)		16,572
Pension and other post-retirement benefit plans:


Amortization of actuarial gain included in net periodic pension cost	(367)		(534)
Amortization of prior service (credits) costs included in net periodic pension cost	(159)		264

Total pension and other post-retirement benefit plans (net of $139 and $82 tax benefit, respectively)	(526)		(270)
Changes in fair value of cash flow hedges:
Unrealized net loss arising during period	(127)		(73)
Net (gain) loss reclassified into earnings	(473)		846
Total cash flow hedges (net of $177 and $(220) tax benefit (provision), respectively)	(600)		773

Other comprehensive (loss) earnings, net of tax	(16,537)		17,075
Comprehensive earnings	$	615,684	$	245,649

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)


		June 30, 2023		December 31, 2022			March 31, 2024	December 31, 2023
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	285,777	$	380,868

Receivables, net	Receivables, net	1,561,162		1,516,871
Receivables, net
Receivables, net
Inventories, net	Inventories, net	1,396,260		1,366,608
Prepaid and other current assets	Prepaid and other current assets	171,478		159,118
Assets held for sale

Total current assets
Total current assets
Total current assets	Total current assets	3,414,677		3,423,465
Property, plant and equipment, net	Property, plant and equipment, net	1,016,206		1,004,825

Goodwill
Goodwill
Goodwill	Goodwill	4,698,604		4,669,494
Intangible assets, net	Intangible assets, net	1,274,179		1,333,735
Other assets and deferred charges	Other assets and deferred charges	497,920		465,000

Total assets	Total assets	$	10,901,586	$	10,896,519
Total assets
Total assets

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Short-term borrowings	Short-term borrowings	$	446,175	$	735,772
Accounts payable	Accounts payable	1,028,928		1,068,144
Accrued compensation and employee benefits	Accrued compensation and employee benefits	235,773		269,785
Deferred revenue	Deferred revenue	261,202		256,933
Accrued insurance	Accrued insurance	87,464		92,876
Other accrued expenses	Other accrued expenses	319,263		318,337
Federal and other income taxes	Federal and other income taxes	45,291		31,427

Liabilities held for sale
Total current liabilities	Total current liabilities	2,424,096		2,773,274
Long-term debt	Long-term debt	2,976,573		2,942,513
Deferred income taxes	Deferred income taxes	340,554		375,150
Noncurrent income tax payable		28,024		44,313
Non-current income tax payable
Other liabilities	Other liabilities	470,234		474,903

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

Total stockholders' equity	Total stockholders' equity	4,662,105		4,286,366

Total stockholders' equity

Total stockholders' equity
Total liabilities and stockholders' equity	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
Balance at April 1, 2023 $ 259,794 $ 866,705 $ 10,380,895 $ (249,148) $ (6,797,685) $ 4,460,561
Net earnings — — 242,239 — — 242,239
Dividends paid ($0.505 per share) — — (70,701) — — (70,701)
Common stock issued for the exercise of share-based awards 24 1,895 — — — 1,919
Stock-based compensation expense — 6,441 — — — 6,441
Other comprehensive earnings, net of tax — — — 21,646 — 21,646
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
Balance at January 1, 2024	$	259,842	$	886,690	$	10,995,624	$	(237,866)	$	(6,797,685)	$	5,106,605
Net earnings	—		—		632,221		—		—		632,221
Dividends paid ($0.510 per share)	—		—		(71,437)		—		—		(71,437)
Common stock issued for the exercise of share-based awards	101		(9,010)		—		—		—		(8,909)
Stock-based compensation expense	—		15,159		—		—		—		15,159
Common stock acquired, including accelerated share repurchase program and excise tax	—		(75,000)		—		—		(429,250)		(504,250)
Other comprehensive loss, net of tax	—		—		—		(16,537)		—		(16,537)

Balance at March 31, 2024	$	259,943	$	817,839	$	11,556,408	$	(254,403)	$	(7,226,935)	$	5,152,852

Common stock $1 par value Additional paid-in capital Retained earnings Accumulated other comprehensive loss Treasury stock Total stockholders' equity
Balance at April 1, 2022 $ 259,573 $ 858,587 $ 9,599,195 $ (168,821) $ (6,218,758) $ 4,329,776
Net earnings — — 289,618 — — 289,618
Dividends paid ($0.50 per share) — — (71,853) — — (71,853)
Common stock issued for the exercise of share-based awards 28 (2,088) — — — (2,060)
Stock-based compensation expense — 7,218 — — — 7,218
Common stock acquired — — — — (85,000) (85,000)
Other comprehensive loss, net of tax — — — (79,176) — (79,176)
Balance at June 30, 2022 $ 259,601 $ 863,717 $ 9,816,960 $ (247,997) $ (6,303,758) $ 4,388,523


	Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive earnings (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	—		—		228,574		—		—		228,574
Dividends paid ($0.505 per share)	—		—		(70,773)		—		—		(70,773)
Common stock issued for the exercise of share-based awards	150		(13,137)		—		—		—		(12,987)
Stock-based compensation expense	—		12,282		—		—		—		12,282

Other comprehensive earnings, net of tax	—		—		—		17,075		—		17,075
Other, net	—		—		24		—		—		24
Balance at March 31, 2023	$	259,794	$	866,705	$	10,380,895	$	(249,148)	$	(6,797,685)	$	4,460,561

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 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
Balance at January 1, 2022 $ 259,457 $ 857,636 $ 9,445,245 $ (154,052) $ (6,218,758) $ 4,189,528
Net earnings — — 515,771 — — 515,771
Dividends paid ($1.00 per share) — — (144,056) — — (144,056)
Common stock issued for the exercise of share-based awards 144 (12,250) — — — (12,106)
Stock-based compensation expense — 18,331 — — — 18,331
Common stock acquired — — — — (85,000) (85,000)
Other comprehensive loss, net of tax — — — (93,945) — (93,945)
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)


		Six Months Ended June 30,					Three Months Ended March 31,
		2023		2022			2024	2023
Operating Activities:	Operating Activities:					Operating Activities:
Net earnings	Net earnings	$	470,813	$	515,771

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

Depreciation and amortization	Depreciation and amortization	156,687		154,294
Stock-based compensation expense	Stock-based compensation expense	18,723		18,331

Gain on disposition
Gain on disposition
Gain on disposition

Reclassification of foreign currency translation losses to earnings		—		5,915
Other, net
Other, net
Other, net	Other, net	16,404		(8,152)
Cash effect of changes in assets and liabilities:	Cash effect of changes in assets and liabilities:
Accounts receivable, net
Accounts receivable, net
Accounts receivable, net	Accounts receivable, net	(32,060)		(204,676)
Inventories	Inventories	(15,957)		(223,804)
Prepaid expenses and other assets	Prepaid expenses and other assets	(18,390)		(17,923)
Accounts payable	Accounts payable	(40,216)		147,829
Accrued compensation and employee benefits	Accrued compensation and employee benefits	(52,545)		(72,802)
Accrued expenses and other liabilities	Accrued expenses and other liabilities	(30,635)		(4,937)

Accrued and deferred taxes, net	Accrued and deferred taxes, net	(36,286)		(107,390)
Accrued and deferred taxes, net
Accrued and deferred taxes, net
Net cash provided by operating activities	Net cash provided by operating activities	436,538		202,456

Investing Activities:	Investing Activities:
Investing Activities:
Investing Activities:
Additions to property, plant and equipment	Additions to property, plant and equipment	(88,454)		(100,577)
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		3,171		3,898

Proceeds from disposition, net of cash transferred
Proceeds from disposition, net of cash transferred
Proceeds from disposition, net of cash transferred
Other	Other	(727)		(10,721)
Net cash used in investing activities		(86,010)		(115,853)
Net cash provided by (used in) investing activities

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

Change in commercial paper and other short-term borrowings, net
Change in commercial paper and other short-term borrowings, net
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	(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	(11,068)		(12,106)

Other	Other	(2,350)		(1,525)
Net cash (used in) provided by financing activities		(444,489)		45,265

Other

Other
Net cash used in financing activities

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

Net (decrease) increase in cash and cash equivalents		(95,091)		129,867
Cash and cash equivalents at beginning of period		380,868		385,504

Effect of exchange rate changes on cash and cash equivalents

Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period, including cash held for sale (1)
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	285,777	$	515,371

(1) Cash held for sale as of December 31, 2023 and 2022 totaled $17,300 and $0, respectively.

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1. Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim periods and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America ("GAAP") for complete financial statements. These unaudited interim condensed consolidated financial statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes for Dover Corporation ("Dover" or the "Company") for the year ended December 31, ~~2022,~~2023, included in the Company's Annual Report on Form 10-K filed with the SEC on February ~~10, 2023.~~9, 2024. The year-end condensed consolidated balance sheet was derived from audited financial statements.

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

2. Revenue

Revenue from Contracts with Customers

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

Disaggregation of Revenue

Revenue from contracts with customers is disaggregated by segment and geographic location, as they best depict the nature and amount of the Company’s revenue. See Note 1516 — Segment Information for further ~~details for revenue by segment and geographic location.~~details.

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. Approximately 5% of the Company’s revenue is recognized over time and relates to the sale of equipment or services, including software solutions and services, in which the Company transfers control of a good or service over time and the customer simultaneously receives and consumes the benefits provided by the Company's performance as the Company performs, or the Company's performance creates or enhances an asset the customer controls as the asset is created or enhanced, or the Company's performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for its performance to date plus a reasonable margin.

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 multiple performance obligations, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation.

At June 30, 2023, we estimated that $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. The Company expects to recognize

Table of Contents

DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

At March 31, 2024, we estimated that $197,329 in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. We expect to recognize approximately ~~73.8%~~75.8% of the Company's unsatisfied (or partially unsatisfied) performance obligations as revenue through ~~2024,~~2025, with the remaining balance to be recognized in ~~2025~~2026 and thereafter.

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

Contract Balances

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:


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

Contract assets		$	15,484	$	11,074	$	11,440
								March 31, 2024	December 31, 2023	December 31, 2022

Contract assets - current
Contract assets - current
Contract assets - current
Contract liabilities - current	Contract liabilities - current	261,202		256,933		227,549
Contract liabilities - non-current	Contract liabilities - non-current	17,305		19,879		21,513

The revenue recognized during the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ that was included in contract liabilities at the beginning of the period amounted to ~~$185,028~~$112,211 and ~~$157,175,~~$131,563, respectively.

3. Acquisitions

~~2023 Acquisitions~~

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

~~2022~~2024 Acquisitions

During the ~~six~~three monthsended ~~June 30, 2022,~~March 31, 2024, the Company ~~completed one acquisition.~~ acquired three businesses in separate transactions for total consideration of $174,300, net of cash acquired and inclusive of contingent consideration of $29,428 (a non-cash financing activity). These businesses were acquired to complement and expand upon existing operations within the Clean Energy & Fueling and Imaging & Identification 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 and is non-deductible for income tax purposes.

On ~~May 2, 2022,~~January 17, 2024, the Company acquired 100% of the equity interests ~~of AMN DPI~~in the Transchem Group ("~~AMN"~~Transchem"), a ~~designer~~supplier of car wash chemicals and ~~manufacturer of polymer pelletizing tools,~~associated solutions, for ~~$8,100,~~$48,241, net of cash ~~acquired.~~acquired and inclusive of contingent consideration. The ~~AMN~~Transchem acquisition ~~extended~~expands the Company's ~~reach into polymer processing equipment production~~chemical product offerings in the Clean Energy & Fueling segment, specializing in wash performance and water reclaim technology that reduces water usage and lowers car wash operators' cost. In connection with this acquisition, the Company recorded goodwill of $23,723 and intangible assets of $26,308, primarily related to customer intangibles.

On January 31, 2024, the Company acquired 100% of the equity interests in Bulloch Technologies, Inc. ("Bulloch"), a provider of point-of-sale ("POS"), forecourt controller and electronic payment server solutions to the convenience retail industry, for $122,315, net of cash acquired and inclusive of contingent consideration. The acquisition of Bulloch expands the Company's offering in North America with highly complementary POS and forecourt solutions within the ~~Pumps~~Clean Energy & ~~Process Solutions~~Fueling segment. In connection with this acquisition, the Company recorded goodwill of ~~$1,903~~$74,250 and intangible assets of ~~$5,625,~~of $62,417, primarily related to customer intangibles.

One other immaterial acquisition was completed during the three monthsended March 31, 2024, within the Imaging & Identification segment. The acquisition is highly complementary to our existing track and trace solutions business, grows our presence in the European market and adds complementary offerings to our portfolio.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following presents the preliminary allocation of purchase price to the assets acquired and liabilities assumed, for all 2024 acquisitions, based on their estimated fair values at acquisition date:


	Total
Current assets, net of cash acquired	$	17,442
Property, plant and equipment	1,823
Goodwill	97,973
Intangible assets	88,725
Other assets and deferred charges	5,559
Current liabilities	(9,512)
Non-current liabilities	(27,710)

Net assets acquired	$	174,300

The amounts assigned to goodwill and major intangible asset classifications for all 2024 acquisitions were as follows:


	Amount allocated		Useful life (in years)

Goodwill - non-deductible	$	97,973	na
Customer intangibles	70,698		11 - 13
Unpatented technology	14,141		6 - 8

Trademarks	3,886		15

	$	186,698

2023 Acquisitions

There were no acquisitions during the three months ended March 31, 2023.

4. Dispositions

2024 Dispositions

On March 31, 2024, the Company completed the sale of the De-Sta-Co business, an operating company within the Engineered Products segment, for total consideration, net of cash transferred, of $674,727. Of the total consideration, $63,000 will be received in cash upon finalization of closing activities in India, which occurred on April 1, 2024, and China, which is expected to occur in the second quarter. This amount is recorded within prepaid and other current assets in the condensed consolidated balance sheets as of March 31, 2024 representing a non-cash investing activity. This sale resulted in a preliminary pre-tax gain on disposition of $529,943 ($414,970 after-tax) included within the condensed consolidated statements of earnings for the three months ended March 31, 2024. The total consideration and pre-tax gain on disposition are preliminary and subject to standard post-closing adjustments. The sale does not meet the criteria to be classified as a discontinued operation, as it does not represent a strategic shift that will have a major effect on operations and financial results.

2023 Dispositions

There were no dispositions during the three months ended March 31, 2023.

4.5. Inventories, net


		June 30, 2023		December 31, 2022		March 31, 2024	December 31, 2023
Raw materials	Raw materials	$	800,200	$	812,066
Work in progress	Work in progress	260,241		230,865
Finished goods	Finished goods	477,598		458,881
Subtotal	Subtotal	1,538,039		1,501,812
Less reserves	Less reserves	(141,779)		(135,204)
Total	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)

5.6. Property, Plant and Equipment, net


		June 30, 2023		December 31, 2022		March 31, 2024	December 31, 2023
Land	Land	$	65,982	$	62,495
Buildings and improvements	Buildings and improvements	634,994		620,500
Machinery, equipment and other	Machinery, equipment and other	1,987,086		1,895,502
Property, plant and equipment, gross	Property, plant and equipment, gross	2,688,062		2,578,497
Accumulated depreciation	Accumulated depreciation	(1,671,856)		(1,573,672)
Property, plant and equipment, net	Property, plant and equipment, net	$	1,016,206	$	1,004,825

Depreciation expense totaled ~~$39,840~~$39,404 and ~~$36,573~~$37,530 for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively. For the six months ended June 30, 2023 and 2022, depreciation expense totaled $77,370 and $74,385,~~ respectively.

6.7. 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.

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


		2023		2022
	2024					2024	2023
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	433		(57)
Provision for expected credit losses, net of recoveries
Provision for expected credit losses, net of recoveries
Amounts written off charged against the allowance	Amounts written off charged against the allowance	(1,371)		(1,041)
Other, including foreign currency translation	Other, including foreign currency translation	(9)		(1,640)
Balance at June 30		$	38,452	$	37,388
Balance at March 31

7.8. 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		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

Balance at January 1, 2024
Acquisitions
Measurement period adjustments	Measurement period adjustments	—		—		—		(3,820)		—		(3,820)

Foreign currency translation	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
Foreign currency translation
Foreign currency translation
Balance at March 31, 2024

During the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, the Company ~~recorded measurement period adjustments~~recognized additions of $97,973 to goodwill as a result of the acquisitions discussed in Note 3 — Acquisitions, and disposed of $58,663 of goodwill that ~~decreased goodwill by $3,820, principally related to working capital adjustments~~was previously classified as held for ~~2022 acquisitions within the Pumps & Process Solutions segment.~~sale as of December 31, 2023. See Note 4 — Dispositions for further details.

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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:


		June 30, 2023						December 31, 2022
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	March 31, 2024															March 31, 2024			December 31, 2023
	Gross Carrying Amount													Gross Carrying Amount	Accumulated Amortization		Net Carrying Amount	Gross Carrying Amount		Accumulated Amortization	Net Carrying Amount
Amortized intangible assets:	Amortized intangible assets:
Customer intangibles
Customer intangibles
Customer intangibles	Customer intangibles	$	1,897,641	$	1,059,509	$	838,132	$	1,881,402	$	996,947	$	884,455
Trademarks	Trademarks	267,800		142,842		124,958		265,466		132,791		132,675
Patents	Patents	214,426		145,885		68,541		219,199		146,337		72,862
Unpatented technologies	Unpatented technologies	263,228		148,466		114,762		257,428		137,750		119,678
Distributor relationships	Distributor relationships	81,672		60,976		20,696		79,622		57,299		22,323

Other	Other	27,564		17,091		10,473		46,880		41,682		5,198
Other
Other
Total	Total	2,752,331		1,574,769		1,177,562		2,749,997		1,512,806		1,237,191
Unamortized intangible assets:	Unamortized intangible assets:
Trademarks	Trademarks	96,617		—		96,617		96,544		—		96,544
Trademarks
Trademarks
Total intangible assets, net	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 ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ amortization expense was ~~$38,951~~$45,305 and ~~$38,718, respectively. For the six months ended June 30, 2023 and 2022, amortization expense was $79,317 and $79,909,~~$40,366, respectively. Amortization expense is primarily comprised of acquisition-related intangible amortization.

During the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, the Company acquired ~~certain intellectual property~~$88,725 of intangible assets through ~~an immaterial asset acquisition.~~acquisitions. These assets were classified as customer intangibles, unpatented ~~technologies~~technology and trademarks and included in the ~~Imaging~~Climate & ~~Identification~~Sustainability Technologies segment. See Note 3 — Acquisitions for further details.

8.9. Restructuring Activities

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






		Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Engineered Products	Engineered Products	$	3,938	$	524	$	4,477	$	981
Engineered Products
Engineered Products
Clean Energy & Fueling
Clean Energy & Fueling
Clean Energy & Fueling	Clean Energy & Fueling	5,847		1,423		15,991		1,619
Imaging & Identification	Imaging & Identification	865		344		1,204		1,535
Imaging & Identification
Imaging & Identification
Pumps & Process Solutions
Pumps & Process Solutions
Pumps & Process Solutions	Pumps & Process Solutions	3,303		1,476		4,629		2,161
Climate & Sustainability Technologies	Climate & Sustainability Technologies	1,205		159		1,447		5,875
Climate & Sustainability Technologies
Climate & Sustainability Technologies
Corporate
Corporate
Corporate	Corporate	1,241		383		1,127		295
Total	Total	$	16,399	$	4,309	$	28,875	$	12,466
Total
Total

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	$	5,682	$	1,037	$	9,155	$	1,244
Selling, general and administrative expenses	Selling, general and administrative expenses	10,717		3,272		19,720		11,222
Selling, general and administrative expenses
Selling, general and administrative expenses
Total	Total	$	16,399	$	4,309	$	28,875	$	12,466
Total
Total

The restructuring expenses of ~~$16,399~~$18,655 ~~and $28,875~~ incurred during the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 were primarily related to product line exit costs and headcount reductions ~~and exit costs~~ in the Climate & Sustainability Technologies, Clean Energy & Fueling ~~Engineered Products~~ and Pumps & Process Solutions segments. These restructuring programs were initiated in ~~2022 and~~ 2023 and ~~were undertaken in light of current market conditions. The~~2024 and the Company will continue to make proactive adjustments to its cost structure ~~through restructuring and other programs~~ to align with current demand 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 Company’s severance and exit accrual activities were as follows:


		Severance		Exit		Total		Severance	Exit	Total
Balance at January 1, 2023		$	12,007	$	2,503	$	14,510
Balance at January 1, 2024
Restructuring charges	Restructuring charges	22,204		6,671		28,875
Payments	Payments	(14,441)		(4,747)		(19,188)

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

Other, including foreign currency translation

Other, including foreign currency translation
Balance at March 31, 2024

(1) Exit reserves activity includes non-cash asset charges related to a product line exit within Climate & Sustainability Technologies segment.

9.10. Borrowings

Borrowings consist of the following:

June 30, 2023

December 31, 2022

March 31, 2024

December 31, 2023

Short-term:

Short-term

Commercial paper

445,500

734,936

Other

675

836

Short-term borrowings

446,175

735,772

Short-term borrowings

During the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, commercial paper borrowings ~~decreased $289,436.~~increased $500,700. The borrowings outstanding under the commercial paper program had a weighted average annual interest rate of ~~5.33% and 4.61%~~5.51% as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022, respectively.~~2023.


				Carrying amount (1)					Carrying amount (1)
		Principal		June 30, 2023		December 31, 2022
	Principal							Principal		March 31, 2024	December 31, 2023
Long-term	Long-term
3.15% 10-year notes due November 15, 2025
3.15% 10-year notes due November 15, 2025
3.15% 10-year notes due November 15, 2025	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)	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)	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	6.65% 30-year debentures due June 1, 2028	$	200,000	199,506		199,456
2.950% 10-year notes due November 4, 2029	2.950% 10-year notes due November 4, 2029	$	300,000	297,597		297,408
5.375% 30-year debentures due October 15, 2035	5.375% 30-year debentures due October 15, 2035	$	300,000	296,933		296,808
6.60% 30-year notes due March 15, 2038	6.60% 30-year notes due March 15, 2038	$	250,000	248,336		248,279
5.375% 30-year notes due March 1, 2041	5.375% 30-year notes due March 1, 2041	$	350,000	345,120		344,982
Other	Other			—		341

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

Total long-term debt

Total long-term debt

(1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discounts were ~~$11.9~~$10.4 million and ~~$12.7~~$10.9 million as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. Total deferred debt issuance costs were ~~$9.8~~$8.4 million and ~~$10.7~~$8.9 million as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, 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.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

On April 6, 2023, the Company entered into ~~new~~a $1.0 billion five-year unsecured revolving credit facility and on April 4, 2024, the Company entered into a new $500.0 million 364-day unsecured revolving credit ~~facilities ("Credit~~facility (together, the "Credit Agreements") with a syndicate of banks. The new ~~five-year~~364-day credit facility replaced the ~~previous $1 billion five-year unsecured revolving~~existing $500.0 million 364-day credit facility, which ~~was set to expire~~expired on ~~October~~April 4, ~~2024 and was terminated by the Company upon execution of the new five-year credit facility.~~2024. The lenders' commitments under the five-year and 364-day Credit Agreements will terminate and ~~the~~any outstanding loans under the Credit Agreements will mature on April 6, 2028 and April ~~4, 2024,~~3, 2025, respectively. The Company may elect to extend the maturity date of any loans under the new 364-day credit facility until April ~~4, 2025,~~3, 2026, subject to conditions specified therein. The Credit Agreements are designated as a liquidity back-stop for the Company's commercial paper program ~~which was upsized from $1.0 billion to $1.5 billion during the quarter,~~ and also are available for general corporate purposes. At the Company's election, loans under the Credit Agreements will bear interest at a base rate plus an applicable margin. The Credit Agreements require the Company to pay facility fees and impose various restrictions on the Company such as, among other things, a requirement to maintain a minimum interest coverage ratio of consolidated EBITDA to consolidated net interest expense of not less than 3.0 to 1. As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, there were no outstanding borrowings under the ~~new Credit Agreements or the previous~~ five-year and then existing 364-day credit ~~facility.~~facilities.

The Company was in compliance with all covenants in the Credit Agreements and other long-term debt covenants at ~~June 30, 2023~~March 31, 2024 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of ~~13.7~~19.1 to 1.

Letters of Credit and other Guarantees

As of ~~June 30, 2023,~~March 31, 2024, the Company had approximately ~~$183.9~~$160.0 million outstanding in letters of credit, surety bonds, and performance and other guarantees which primarily expire on various dates through ~~2029.~~2032. These letters of credit and bonds are primarily issued as security for insurance, warranty and other performance obligations. In general, we would only be liable for the amount of these guarantees in the event of default in the performance of our obligations, the probability of which is believed to be remote.

~~10.~~11. Financial Instruments

Derivatives

The Company is exposed to market risk for changes in foreign currency exchange rates due to the global nature of its operations and certain commodity risks. In order to manage these risks, the Company has hedged portions of its forecasted sales and purchases which occur within the next twelve months that are denominated in non-functional currencies, with currency forward contracts designated as cash flow hedges. At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, the Company had contracts with total notional amounts of ~~$180,999~~$153,960 and ~~$184,565,~~$171,425, 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 ~~$106,341~~$81,615 and ~~$102,509~~$84,867 as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, that are not designated as hedging instruments. These instruments are used to reduce the Company's exposure for operating receivables and payables that are denominated in non-functional currencies. Gains and losses on these contracts are recorded in other income, net in the condensed consolidated statements of earnings.

The following table sets forth the fair values of derivative instruments held by the Company as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 and the balance sheet lines in which they are recorded:

Fair Value Asset (Liability)

June 30, 2023

December 31, 2022

Balance Sheet Caption

Fair Value Asset (Liability)

March 31, 2024

December 31, 2023

Balance Sheet Caption

Foreign currency forward

2,255

944

Prepaid and other current assets

Foreign currency forward

1,189

1,675

Prepaid and other current assets

Foreign currency forward

(2,249)

(2,760)

Other accrued expenses

Foreign currency forward

(934)

(874)

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), net of tax as a separate component of the condensed consolidated statements of stockholders' equity and is reclassified into revenues or cost of goods and services ~~or selling, general and administrative expenses~~ in the condensed consolidated statements of earnings during the period in which the hedged transaction is settled. The amount of gains or losses from hedging activity recorded in earnings is not significant, and the amount of unrealized gains and losses from cash flow hedges that are expected to be reclassified to earnings in the next twelve months is not significant; therefore, additional tabular disclosures are not presented. There are no amounts excluded from the assessment of hedge effectiveness, and the Company's derivative instruments that are subject to credit risk contingent features were not significant.

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

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

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

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


	Three Months Ended March 31,
	2024		2023
Gain (loss) on euro-denominated debt	$	18,974	$	(18,247)
Tax (expense) benefit	(4,386)		4,050
Net gain (loss) on net investment hedges, net of tax	$	14,588	$	(14,197)

Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value as follows:

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

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

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

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022:~~2023:

June 30, 2023

December 31, 2022

Level 2

March 31, 2024

December 31, 2023

Level 2

Assets:

Foreign currency cash flow hedges

2,255

944

Foreign currency cash flow hedges

Liabilities:

Foreign currency cash flow hedges

2,249

2,760

Foreign currency cash flow hedges

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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 ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023, was ~~$2,844,825~~$2,910,785 and ~~$2,786,862,~~$2,950,401, respectively. The estimated fair value of long-term debt is based on quoted market prices for similar instruments and is, therefore, classified as Level 2 within the fair value hierarchy.

The carrying values of cash and cash equivalents, trade receivables, accounts payable and short-term borrowings approximate their fair values as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 due to the short-term nature of these instruments.

~~11.~~12. Income Taxes

The effective tax rates for the three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ were ~~19.3%~~20.9% and ~~13.6%~~20.2%, respectively. The increase in the effective tax rate for the three months ended ~~June 30, 2023~~March 31, 2024 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 Jobs Act.~~

~~The effective tax rates for~~gain on the six months ended June 30, 2023 and 2022 were 19.7% and 15.6%, respectively. The increase in the effective tax rate for the six months ended June 30, 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 Jobs Act.sale of De-Sta-Co.

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 ~~$5,548.~~$4,438.

~~12.~~13. 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 ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, the Company issued stock-settled appreciation rights ("SARs") covering ~~359,715~~348,324 shares, performance share awards ("PSAs") of ~~43,656~~42,536 and restricted stock units ("RSUs") of ~~82,055.~~79,821. During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company issued SARs covering ~~335,285~~358,322 shares, PSAs of ~~40,087~~43,656 and RSUs of ~~76,509.~~78,029.

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 awards is based on the U.S. Treasury yield curve in effect at the time of grant.

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


	SARs
	2024		2023
Risk-free interest rate	4.13	%	3.91	%
Dividend yield	1.28	%	1.32	%
Expected life (years)	5.5		5.4
Volatility	31.32	%	30.65	%

Grant price	$160.11		$153.25
Fair value per share at date of grant	$51.17		$47.27

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

~~The~~ PSAs granted in ~~2023~~2024 vest based on the attainment of two equally weighted measures: (i) Dover’s performance relative to established internal metrics (performance condition) and ~~2022 are market condition awards as attainment is based on~~(ii) Dover's performance relative to its peer group (companies listed under the S&P 500 Industrials ~~sector) for~~sector; market condition).

The grant date fair value of the ~~relevant~~ performance ~~period. The performance period and vesting period for these awards~~condition portion is ~~three years. These awards were valued on~~determined using Dover’s closing stock price at the date of grant and the amount of expense recognized over the vesting period is subject to adjustment based on the expected attainment of the performance condition. The fair value per share at the date of grant for the 2024 performance condition portion is $177.19.

The grant date fair value of the 2024 market condition portion, and all 2023 PSAs, is determined using the Monte Carlo ~~simulation model (a binomial lattice-based valuation model) and are generally~~simulated model. The amount of expense 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 Monte Carlo model to determine the fair value of the PSAs granted in the respective periods were as follows:

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


	PSAs
	2024		2023
Risk-free interest rate	4.37	%	4.28	%
Dividend yield	1.15	%	1.32	%
Expected life (years)	2.8		2.9
Volatility	23.30	%	27.30	%

Grant price	$177.19		$153.25
Fair value per share at date of grant	$287.62		$249.48

The performance and vesting periods for all 2024 and 2023 PSAs is three years.

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 ~~$153.25~~$160.11 and ~~$160.21~~$153.25 for RSUs granted in ~~2023~~2024 and ~~2022,~~2023, respectively.

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






		Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Pre-tax stock-based compensation expense	Pre-tax stock-based compensation expense	$	6,441	$	7,218	$	18,723	$	18,331
Pre-tax stock-based compensation expense
Pre-tax stock-based compensation expense
Tax benefit
Tax benefit
Tax benefit	Tax benefit	(587)		(731)		(1,951)		(1,846)
Total stock-based compensation expense, net of tax	Total stock-based compensation expense, net of tax	$	5,854	$	6,487	$	16,772	$	16,485
Total stock-based compensation expense, net of tax
Total stock-based compensation expense, net of tax

~~13.~~14. Commitments and Contingent Liabilities

Litigation

A few of the Company’s subsidiaries are involved in legal proceedings relating to the cleanup of waste disposal sites identified under federal and state statutes which provide for the allocation of such costs among "potentially responsible parties." In each instance, the extent of the Company’s liability appears to be relatively insignificant in relation to the total projected expenditures and the number of other "potentially responsible parties" involved and is anticipated to be immaterial to the Company. In addition, a few of the Company’s subsidiaries are involved in ongoing remedial activities at certain current and former plant sites, in cooperation with regulatory agencies, and appropriate estimated liabilities have been established. At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, these estimated liabilities for environmental and other matters, including private party claims for exposure to hazardous substances that are probable and estimable, were not significant.

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

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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 ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, these estimated liabilities were immaterial. While it is not possible at this time to predict the outcome of these legal actions, in the opinion of management, based on the aforementioned reviews, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, could have a material effect on its financial position, results of operations, or cash flows.

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.~~sheets. The changes in the carrying amount of product warranties through ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ were as follows:


		2023		2022		2024	2023
Balance at January 1	Balance at January 1	$	48,449	$	48,568
Provision for warranties	Provision for warranties	32,483		31,112
Settlements made	Settlements made	(30,812)		(30,955)
Other adjustments, including acquisitions and currency translation	Other adjustments, including acquisitions and currency translation	438		(721)
Balance at June 30		$	50,558	$	48,004
Balance at March 31

~~14.~~15. Other Comprehensive Earnings

Amounts reclassified from accumulated other comprehensive ~~earnings (loss)~~loss to earnings during the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ were as follows:

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Foreign currency translation:
Reclassification of foreign currency translation losses to earnings for the substantial liquidation of businesses $ — $ — $ — $ 5,915
Tax benefit — — — —
Net of tax $ — $ — $ — $ 5,915
Pension plans:
Amortization of actuarial (gain) loss $ (639) $ 499 $ (1,280) $ 1,020
Amortization of prior service costs 283 274 572 542
Total before tax (356) 773 (708) 1,562
Tax provision (benefit) 83 (202) 165 (410)
Net of tax $ (273) $ 571 $ (543) $ 1,152
Cash flow hedges:
Net loss (gain) reclassified into earnings $ 1,045 $ (1,345) $ 2,118 $ (3,374)
Tax (benefit) provision (193) 300 (420) 753
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 of earnings as a result of the substantial liquidation of certain businesses.


	Three Months Ended March 31,
	2024		2023
Foreign currency translation:
Reclassification of foreign currency translation losses to earnings	$	13,931	$	—
Tax benefit	—		—
Net of tax	$	13,931	$	—
Pension plans:
Amortization of actuarial (gain) loss	$	(474)	$	(641)
Amortization of prior service (credits) costs	(191)		289

Total before tax	(665)		(352)
Tax provision	139		82
Net of tax	$	(526)	$	(270)
Cash flow hedges:
Net (gain) loss reclassified into earnings	$	(593)	$	1,073
Tax provision (benefit)	120		(227)
Net of tax	$	(473)	$	846

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

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

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~15.~~16. 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 to the vehicle aftermarket, waste handling, ~~industrial automation,~~ aerospace and defense, industrial winch and hoist, and fluid dispensing end-markets.

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

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

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

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

Management uses segment earnings to evaluate segment performance and allocate resources. Segment earnings is defined as earnings before purchase accounting expenses, restructuring and other costs (benefits), loss (gain) on ~~dispositions,~~disposition, disposition costs, corporate expenses/other, interest expense, interest income and provision for income taxes.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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






		Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Revenue:	Revenue:
Revenue:
Revenue:
Engineered Products
Engineered Products
Engineered Products	Engineered Products	$	473,687	$	514,436	$	971,236	$	1,002,083
Clean Energy & Fueling	Clean Energy & Fueling	441,166		494,075		871,895		952,470
Clean Energy & Fueling
Clean Energy & Fueling
Imaging & Identification
Imaging & Identification
Imaging & Identification	Imaging & Identification	271,932		275,951		555,023		548,206
Pumps & Process Solutions	Pumps & Process Solutions	465,626		441,127		879,507		876,322
Pumps & Process Solutions
Pumps & Process Solutions
Climate & Sustainability Technologies
Climate & Sustainability Technologies
Climate & Sustainability Technologies	Climate & Sustainability Technologies	449,001		434,164		904,326		833,242
Intersegment eliminations	Intersegment eliminations	(1,326)		(1,038)		(2,878)		(1,707)
Intersegment eliminations
Intersegment eliminations
Total consolidated revenue
Total consolidated revenue
Total consolidated revenue	Total consolidated revenue	$	2,100,086	$	2,158,715	$	4,179,109	$	4,210,616
Net earnings:	Net earnings:
Net earnings:
Net earnings:
Segment earnings:
Segment earnings:
Segment earnings:	Segment earnings:
Engineered Products	Engineered Products	$	73,076	$	81,671	$	157,351	$	152,801
Engineered Products
Engineered Products
Clean Energy & Fueling
Clean Energy & Fueling
Clean Energy & Fueling	Clean Energy & Fueling	83,616		99,034		157,221		171,996
Imaging & Identification	Imaging & Identification	61,336		61,392		129,651		119,990
Imaging & Identification
Imaging & Identification
Pumps & Process Solutions
Pumps & Process Solutions
Pumps & Process Solutions	Pumps & Process Solutions	129,337		138,048		244,581		284,665
Climate & Sustainability Technologies	Climate & Sustainability Technologies	76,074		64,181		149,852		117,790
Climate & Sustainability Technologies
Climate & Sustainability Technologies
Total segment earnings
Total segment earnings
Total segment earnings	Total segment earnings	423,439		444,326		838,656		847,242
Purchase accounting expenses (1)	Purchase accounting expenses (1)	40,200		47,019		82,879		100,305
Purchase accounting expenses (1)
Purchase accounting expenses (1)
Restructuring and other costs (2)	Restructuring and other costs (2)	18,143		7,944		32,196		18,496
Loss on dispositions (3)		—		—		—		194
Restructuring and other costs (2)
Restructuring and other costs (2)
Gain on disposition (3)
Gain on disposition (3)
Gain on disposition (3)
Corporate expense / other (4)
Corporate expense / other (4)
Corporate expense / other (4)	Corporate expense / other (4)	33,922		27,967		73,994		65,371
Interest expense	Interest expense	33,804		26,989		68,018		53,541
Interest expense
Interest expense
Interest income
Interest income
Interest income	Interest income	(2,653)		(949)		(4,744)		(1,724)
Earnings before provision for income taxes	Earnings before provision for income taxes	300,023		335,356		586,313		611,059
Earnings before provision for income taxes
Earnings before provision for income taxes
Provision for income taxes
Provision for income taxes
Provision for income taxes	Provision for income taxes	57,784		45,738		115,500		95,288
Net earnings	Net earnings	$	242,239	$	289,618	$	470,813	$	515,771
Net earnings
Net earnings

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

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


		Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Restructuring
Restructuring
Restructuring	Restructuring	$	16,399	$	4,309	$	28,875	$	12,466
Other costs, net	Other costs, net	1,744		3,635		3,321		6,030
Other costs, net
Other costs, net
Restructuring and other costs	Restructuring and other costs	$	18,143	$	7,944	$	32,196	$	18,496
Restructuring and other costs
Restructuring and other costs

(3) ~~Loss~~Gain on ~~dispositions includes working capital adjustments related~~disposition due to ~~dispositions.~~the sale of De-Sta-Co in the Engineered Products segment.

(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.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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


		Three Months Ended June 30,				Six Months Ended June 30,
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
Revenue by geography
Revenue by geography
Revenue by geography	Revenue by geography	2023		2022		2023		2022
United States	United States	$	1,161,982	$	1,253,061	$	2,333,346	$	2,404,561
United States
United States
Europe
Europe
Europe	Europe	446,307		458,263		879,148		905,828
Asia	Asia	230,805		229,116		445,655		458,502
Asia
Asia
Other Americas
Other Americas
Other Americas	Other Americas	168,573		149,728		340,758		301,320
Other	Other	92,419		68,547		180,202		140,405
Other
Other
Total
Total
Total	Total	$	2,100,086	$	2,158,715	$	4,179,109	$	4,210,616

17. Stockholders' Equity

~~16.~~ Share Repurchases

~~The~~In August 2023, the Company's Board of Directors approved a new standing share repurchase authorization whereby the Company may repurchase up to 20 million shares beginning on January 1, ~~2021~~2024 through December 31, ~~2023.~~ 2026.

On February 29, 2024, the Company entered into a $500,000 accelerated share repurchase agreement (the "ASR Agreement") with Citibank, N.A. ("Citibank") 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 current share repurchase authorization. The Company funded the ASR Program with proceeds from commercial paper.

Under the terms of the ASR Agreement, the Company paid Citibank $500,000 on March 1, 2024 and on that date received initial delivery of 2,569,839 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 third quarter of 2024, subject to postponement or acceleration under the terms of the ASR Agreement. The impact of any shares that may 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.

In the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, exclusive of the ASR Program, there were no share repurchases. ~~In the three and six months ended June 30, 2022, the Company repurchased 641,428~~ ~~shares of common stock at a total cost of $85,000, or $132.52 per share~~. As of ~~June 30, 2023, 15,283,326~~March 31, 2024, 17,430,161 shares remain authorized for repurchase under the ~~current~~August 2023 share repurchase authorization.

~~17.~~

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

18. Earnings per Share

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






		Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022

Net earnings	Net earnings	$	242,239	$	289,618	$	470,813	$	515,771

Net earnings

Net earnings
Basic earnings per common share:
Basic earnings per common share:
Basic earnings per common share:	Basic earnings per common share:

Net earnings	Net earnings	$	1.73	$	2.01	$	3.37	$	3.58

Net earnings

Net earnings

Weighted average shares outstanding	Weighted average shares outstanding	139,862,000		143,832,000		139,810,000		143,959,000

Weighted average shares outstanding

Weighted average shares outstanding
Diluted earnings per common share:
Diluted earnings per common share:
Diluted earnings per common share:	Diluted earnings per common share:

Net earnings	Net earnings	$	1.72	$	2.00	$	3.35	$	3.56

Net earnings

Net earnings

Weighted average shares outstanding	Weighted average shares outstanding	140,578,000		144,669,000		140,597,000		144,998,000

Weighted average shares outstanding

Weighted average shares outstanding

The following table is a reconciliation of the share amounts used in computing earnings per share:
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
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 716,000 837,000 787,000 1,039,000
Weighted average shares outstanding - Diluted 140,578,000 144,669,000 140,597,000 144,998,000


	Three Months Ended March 31,
	2024	2023
Weighted average shares outstanding - basic	139,051,000	139,757,000
Dilutive effect of assumed exercise of SARs and vesting of performance shares and RSUs	818,000	859,000
Weighted average shares outstanding - diluted	139,869,000	140,616,000

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 ~~34,000~~107,000 and ~~6,000~~88,000 for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and 61,000 and 32,000 for the six months ended June 30, 2023 and 2022,~~ respectively.

19. Recent Accounting Pronouncements

Recently Issued Accounting Standards

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

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendment requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

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DOVER CORPORATION

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 September 2022, the FASB issued ASU No. 2022-04 Liabilities-Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations. The amendments in this update require a buyer in a supplier finance program to disclose information about the program's nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted the guidance when it became effective on January 1, 2023, except for the rollforward requirement, which ~~becomes~~was adopted when it became effective January 1, 2024. The adoption did not have a material impact on the Company's 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~~the March 31, 2024 and December 31, ~~2022,~~2023 amounts due to the SCF financial institution were approximately ~~$200,112~~$181,552 and ~~$194,362,~~$193,600, 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~~Note 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, 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. 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 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 services enabling safe and reliable storage, transport and dispensing of traditional and clean fuels (including liquefied natural gas, hydrogen, and electric vehicle charging), cryogenic gases, and other hazardous substances along the supply chain, and safe and efficient operation of convenience retail, retail fueling and vehicle wash establishments.

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

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

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

In the ~~second~~first quarter of ~~2023,~~2024, revenue was $2.1 billion, which ~~decreased $58.6~~increased $14.9 million, or ~~2.7%~~0.7%, as compared to the ~~second~~first quarter of ~~2022.~~2023. This was driven by acquisition-related revenue growth of 2.0%partially offset by organic revenue decline of ~~3.0% and an unfavorable impact from foreign currency translation of 0.6% partially~~1.3%. The strong performance in several key markets was largely offset by ~~acquisition-related revenue growth of 0.9%. Pricing initiatives continued~~known headwinds in ~~the quarter to offset the impact of higher commodity costs, component parts inflation and higher energy, freight and logistics costs.~~Climate & Sustainability Technologies.

The ~~3.0%~~1.3% organic revenue decline for the ~~second~~first quarter of ~~2023~~2024 was ~~driven by Clean Energy~~due to our Climate & ~~Fueling~~Sustainability Technologies and ~~Engineered Products~~Imaging & Identification segments which had a decline of ~~9.3%~~20.3% and ~~7.7%~~1.6%, respectively. The decline was partially offset by ~~Climate & Sustainability Technologies,~~the Engineered Products, Pumps & Process Solutions and ~~Imaging~~Clean Energy & ~~Identification~~Fueling segments which had growth of ~~4.0%~~9.2%, ~~0.9%,~~4.5% and ~~0.3%~~1.4%, respectively. For further information, see "Segment Results of Operations" within this Item 2.

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From a geographic perspective, organic revenue for the U.S., our largest market, ~~decreased 8.6%~~increased 1.3% in the ~~second~~first quarter of ~~2023, driven by lower expected retail fueling~~2024 compared to the prior year comparable quarter. Organic 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~~decreased for Other Americas, Asia and ~~Asia increased 13.9%~~Europe by 5.5%, 4.9% and ~~1.9%~~0.5%, ~~respectively, while Europe decreased 0.9%.~~respectively.

Bookings were ~~$1.9~~$2.2 billion for the three months ended ~~June 30, 2023, a decrease~~March 31, 2024, an increase of ~~$177.6~~$101.5 million, or ~~8.4%~~4.8% compared to the prior year comparable quarter. Included in this result was organic ~~decline~~growth of ~~8.3%~~3.0% and acquisition-related growth of 1.9%, partially offset by an unfavorable impact from foreign currency translation of ~~0.8%, partially offset by acquisition-related growth of 0.7%~~0.1%. The organic bookings ~~decline~~growth was primarily driven ~~primarily~~ by prevailing demand conditions, normalized lead ~~time normalization across the portfolio as supply chains improve.~~

~~Backlog as of June 30, 2023 was $2.8 billion, a decrease from $3.3 billion in the prior year, but remains elevated on a relative historical basis. See definition of bookings~~times and ~~backlog within "Segment Results of Operations."~~better customer and channel partner inventory levels.

Restructuring and other costs for the three months ended ~~June 30, 2023~~March 31, 2024 were ~~$18.1~~$24.7 million which included restructuring charges of ~~$16.4~~$18.7 million and other costs of ~~$1.7~~$6.0 million. Restructuring and other costs were primarily related to ~~headcount reductions and~~product line exit costs in the ~~Clean Energy~~Climate & ~~Fueling, Engineered Products~~Sustainability Technologies. For further discussion related to our restructuring and ~~Pumps & Process Solutions segments. These programs were initiated~~other costs, see "Restructuring and Other Costs (Benefits)," within this Item 2.

During the three months ended March 31, 2024, the Company acquired three businesses in ~~2022~~separate transactions for total consideration of $174.3 million, net of cash acquired and ~~2023 and were undertaken in light~~inclusive of ~~current market conditions.~~contingent consideration of $29.4 million (a non-cash investing activity). See Note 83 — ~~Restructuring Activities~~Acquisitions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

On March 31, 2024, the Company completed the sale of the De-Sta-Co business for total consideration, net of cash transferred, of $674.7 million. This sale resulted in a preliminary pre-tax gain on disposition of $529.9 million included within the condensed consolidated statements of earnings for the three months ended March 31, 2024. See Note 4 — Dispositions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

On February 29, 2024, the Company entered into a $500 million accelerated share repurchase agreement (the "ASR Agreement") with Citibank, N.A. ("Citibank") to repurchase its shares in an accelerated share repurchase program (the "ASR Program"). The Company funded the ASR Program with proceeds from commercial paper. Under the terms of the ASR Agreement, the Company paid Citibank $500 million on March 1, 2024 and on that date received initial delivery of 2,569,839 shares, representing a substantial majority of the shares expected to be retired over the course of the ASR Agreement. See Note 17 — Stockholders' Equity in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

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CONSOLIDATED RESULTS OF OPERATIONS




		Three Months Ended June 30,								Six Months Ended June 30,
(dollars in thousands, except per share figures)	(dollars in thousands, except per share figures)	2023			2022			% / Point Change		2023			2022			% / Point Change
(dollars in thousands, except per share figures)
(dollars in thousands, except per share figures)
Revenue
Revenue
Revenue	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	1,341,250			1,377,432			(2.6)	%	2,673,254			2,686,139			(0.5)	%
Cost of goods and services
Cost of goods and services
Gross profit	Gross profit	758,836			781,283			(2.9)	%	1,505,855			1,524,477			(1.2)	%
Gross profit
Gross profit
Gross profit margin
Gross profit margin
Gross profit margin	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	434,340			424,433			2.3	%	866,754			868,276			(0.2)	%

Selling, general and administrative expenses

Selling, general and administrative expenses
Selling, general and administrative expenses as a percent of revenue
Selling, general and administrative expenses as a percent of revenue
Selling, general and administrative expenses as a percent of revenue	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	324,496			356,850			(9.1)	%	639,101			656,201			(2.6)	%

Operating earnings

Operating earnings
Interest expense
Interest expense
Interest expense	Interest expense	33,804			26,989			25.3	%	68,018			53,541			27.0	%
Interest income	Interest income	(2,653)			(949)			179.6	%	(4,744)			(1,724)			175.2	%

Interest income
Interest income
Gain on disposition
Gain on disposition
Gain on disposition
Other income, net
Other income, net
Other income, net	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	300,023			335,356			(10.5)	%	586,313			611,059			(4.0)	%
Earnings before provision for income taxes
Earnings before provision for income taxes
Provision for income taxes	Provision for income taxes	57,784			45,738			26.3	%	115,500			95,288			21.2	%
Provision for income taxes
Provision for income taxes
Effective tax rate
Effective tax rate
Effective tax rate	Effective tax rate	19.3		%	13.6		%	5.7		19.7		%	15.6		%	4.1

Net earnings	Net earnings	242,239			289,618			(16.4)	%	470,813			515,771			(8.7)	%

Net earnings

Net earnings

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

Net earnings per common share - diluted

Net earnings per common share - diluted

* nm - not meaningful

Revenue

Revenue for the three months ended ~~June 30, 2023 decreased $58.6~~March 31, 2024 increased $14.9 million, or ~~2.7%~~0.7%, from the prior year comparable quarter. ~~Results included organic~~The increase in revenue ~~decline of 3.0%, primarily led by our Clean Energy & Fueling and Engineered Products segments, and an unfavorable impact from foreign currency translation of 0.6%. This decline~~ was ~~partially offset~~driven by acquisition-related revenue growth of ~~0.9%~~2.0% partially offset by organic revenue which declined 1.3%, primarily ~~driven by~~due to lower revenue in our ~~Pumps~~Climate & ~~Process Solutions~~Sustainability Technologies segment. Customer pricing favorably impacted revenue by approximately ~~4.5%~~1.6% in the ~~second~~first quarter of ~~2023 compared to 6.6%~~2024 and by 5.1% in the prior year comparable quarter.

Revenue for the six months ended June 30, 2023 decreased $31.5 million, or 0.7%, from the prior year comparable period. The decrease primarily reflects an unfavorable impact from foreign currency translation of 1.5% and organic revenue decline of 0.1%. This decline was partially offset by acquisition-related revenue growth was 0.9%, primarily led by our Pumps & Process Solutions segment. Customer pricing favorably impacted revenue by approximately 4.8% for the six months ended June 30, 2023 compared to 6.3% in the prior year comparable period.

Gross Profit

Gross profit for the three months ended ~~June 30, 2023 decreased $22.4~~March 31, 2024 increased $10.2 million, or ~~2.9%~~1.4%, ~~while~~and gross profit margin ~~decreased 10~~increased 30 basis points to ~~36.1%~~36.2%, ~~from~~versus the prior year comparable quarter. Gross profit margin ~~decreased due to product mix~~increased driven by benefits from pricing and productivity actions, partially offset by lower volumes across some of the Company's ~~businesses, partially offset by pricing initiatives.~~businesses.

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. Gross profit margin decreased due to lower volumes and product mix across the Company's businesses, partially offset by pricing initiatives.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended ~~June 30, 2023~~March 31, 2024 increased ~~$9.9~~$30.7 million, or ~~2.3%~~7.1%, from the prior year comparable quarter, primarily ~~due to~~driven by increased ~~restructuring~~employee compensation and benefits, amortization costs and ~~deferred compensation, partially offset by lower contract labor~~insurance costs. As a percentage of revenue, selling, general and administrative expenses increased ~~100~~130 basis points as compared to the prior year comparable quarter to ~~20.7% due to increased selling, general and administrative expenses and a decrease in revenue.~~22.1%.

~~Selling, general and administrative expenses for the six months ended June 30, 2023 decreased $1.5 million, or 0.2%, from the prior year comparable period~~, primarily due to lower insurance claims and contract labor costs, partially offset by increased restructuring costs. Selling, general and administrative expenses as a percentage of revenue increased 10 basis points as compared to the prior year comparable period to 20.7% due to a decrease in the revenue base.

Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to ~~$39.3~~$40.1 million and ~~$38.6~~$38.0 million for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and $77.3 million and $79.3 million, for the six months ended June 30, 2023 and 2022,~~ respectively. These costs as a percentage of revenue were 1.9% and 1.8% for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and 1.9% and 1.9%~~respectively.

Gain on Disposition

Gain on disposition of $529.9 million was due to the sale of the De-Sta-Co business on March 31, 2024. See Note 4 — Dispositions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for ~~the six months ended June 30, 2023 and 2022, respectively.~~further details.

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Other 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 six~~ months ended ~~June 30, 2023~~March 31, 2024 increased ~~$2.1~~$2.6 million ~~and $3.8 million, respectively,~~ from the prior year comparable ~~periods due to~~quarter driven by various immaterial items.

Income Taxes

The effective tax rates for the three months ended ~~June 30,~~March 31, 2024 and 2023 were 20.9% and ~~2022 were 19.3% and 13.6%~~20.2%, respectively. The increase in the effective tax rate for the three months ended ~~June 30, 2023~~March 31, 2024 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 Jobs Act.~~gain on the sale of De-Sta-Co.

The Company is monitoring the changes in tax laws resulting from the Organization for Economic Cooperation and Development’s multi-jurisdictional plan of action to address base erosion and profit shifting. We do not expect this to have a material impact on our effective tax ~~rates for the six months ended June 30, 2023 and 2022 were 19.7% and 15.6%, respectively. The increase~~rate.

See Note 12 — Income Taxes in the ~~effective tax rate~~condensed consolidated financial statements in Item 1 of this Form 10-Q for the six months ended June 30, 2023 relative to the prior year comparable period was primarily driven by favorable audit resolutions in 2022, including $22.6 million related to the Tax Cuts and Jobs Act.additional details.

Net earnings

Net earnings for the three months ended ~~June 30, 2023 decreased 16.4%~~March 31, 2024 increased 176.6% to ~~$242.2~~$632.2 million, or ~~$1.72~~$4.52 diluted earnings per share, from ~~$289.6~~$228.6 million, or ~~$2.00~~$1.63 diluted earnings per share, in the prior year comparable quarter. The ~~decrease~~increase in net earnings is ~~mainly attributable to decreased revenue and increased restructuring costs, partially offset~~driven by ~~customer pricing and productivity actions.~~

~~Net earnings for~~ the ~~six months ended June 30, 2023 decreased 8.7% to $470.8 million, or $3.35 diluted earnings per share, from $515.8 million, or $3.56 diluted earnings per share, in~~after-tax gain on the prior year comparable quarter. The decrease in net earnings is mainly attributable to decreased revenue and increased restructuring costs, partially offset by customer pricing and productivity actions.sale of De-Sta-Co of $415.0 million.

2425

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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 1516 — Segment Information in the condensed consolidated financial statements in Item 1 of this Form 10-Q. ~~For further information, see~~

We report organic revenue growth, which excludes the impact of foreign currency exchange rates and the impact of acquisitions and divestitures. 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.~~period and exclude de-bookings related to orders received in prior periods, if any. 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~~bookings 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 to the vehicle aftermarket, waste handling, ~~industrial automation,~~ aerospace and defense, industrial winch and hoist, and fluid dispensing end-markets.




		Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	(dollars in thousands)	2023		2022		% Change		2023		2022		% Change
(dollars in thousands)
(dollars in thousands)
Revenue	Revenue	$	473,687	$	514,436	(7.9)	%	$	971,236	$	1,002,083	(3.1)	%
Revenue
Revenue

Segment earnings

Segment earnings

Segment earnings	Segment earnings	$	73,076	$	81,671	(10.5)	%	$	157,351	$	152,801	3.0	%

Segment margin	Segment margin	15.4 %		15.9 %				16.2%		15.2%

Segment margin

Segment margin

Operational metrics:

Operational metrics:

Operational metrics:	Operational metrics:
Bookings	Bookings	$	489,131	$	452,668	8.1	%	$	1,025,603	$	993,703	3.2	%
Backlog								$	771,888	$	759,589	1.6	%
Bookings
Bookings

Components of revenue decline:
Organic decline						(7.7)	%					(2.3)	%

Components of revenue growth:

Components of revenue growth:

Components of revenue growth:
Organic growth
Organic growth
Organic growth

Foreign currency translation	Foreign currency translation					(0.2)	%					(0.8)	%
Total revenue decline						(7.9)	%					(3.1)	%

Foreign currency translation

Foreign currency translation
Total revenue growth
Total revenue growth
Total revenue growth

~~Second~~First Quarter ~~2023~~2024 Compared to the ~~Second~~First Quarter ~~2022~~2023

Engineered Products ~~segment~~ revenue for the ~~second~~first quarter of ~~2023 decreased $40.7~~2024 increased $45.6 million, or ~~7.9%~~9.2%, as compared to the ~~second~~first quarter of ~~2022, comprised primarily~~2023, driven by organic growth of ~~organic decline of 7.7% and an unfavorable impact from foreign currency translation of 0.2%~~9.2%. Customer pricing favorably impacted revenue in the ~~second~~first quarter of ~~2023~~2024 by approximately ~~2.1% compared to 10.3%~~1.6% and by 4.1% in the prior year comparable quarter.

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The organic revenue ~~decline~~growth was primarily driven by ~~transient manufacturing and shipment disruptions in our vehicle services group caused by an ERP system upgrade, partially offset by~~continued robust demand in our waste handling business as ~~large~~ national and regional waste haulers and municipal governments invest to upgrade their refuse collection vehicle fleets and implement our leading digital technologies to ~~improve~~drive efficiencies in waste ~~collection process efficiencies.~~collection. Our aerospace and defense ~~businesses experienced modest organic declines primarily related to timing of programs with key defense customers.~~business also saw continued solid demand in the quarter. We expect ~~to return to~~ positive organic growth intrends to continue through 2024 on the ~~second half~~back of ~~the year, driven by a healthy backlog position and strong order~~robust customer demand ~~trends~~ in ~~several of our key end markets, most notably~~ waste handling, ~~and~~growth in aerospace and defense, ~~as well as sequential recovery of deferred shipments~~and improving demand conditions and easier comparable periods in our vehicle ~~lift~~service business.

Engineered Products segment earnings ~~decreased $8.6~~increased $19.7 million, or ~~10.5%~~23.4%, compared to the ~~second~~first quarter of ~~2022.~~2023. The ~~decrease~~increase was primarily driven by ~~lower volumes, disruptions associated with the ERP implementation in our vehicle services group,~~organic volume increases, favorable price versus cost dynamics, and ~~an unfavorable impact from foreign currency translation, partially offset by customer pricing actions and improved plant productivity.~~productivity initiatives. As a result, segment margin ~~decreased~~increased to ~~15.4%~~19.1% from ~~15.9%~~16.9% as compared to the prior year comparable quarter.

Bookings increased ~~8.1%~~1.0% for the segment, ~~comprised of~~driven by organic growth of ~~8.4% partially offset by an unfavorable impact from foreign currency translation of 0.3%~~1.0%. The organic bookings growth was ~~driven by robust demand~~broad-based, but most notable in our waste handling ~~business, which is expected to continue in the second half of the year as large waste haulers upgrade their~~and vehicle ~~fleets, partially offset by disruptions associated with the ERP system implementation in our vehicle services group.~~service businesses. Segment book-to-bill was ~~1.03, and backlog increased 1.6% compared to the prior year comparable period.~~

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

Engineered Products revenue for the six months ended June 30, 2023 decreased $30.8 million, or 3.1%, compared to the prior year comparable period. This was comprised of organic revenue decline of 2.3% and an unfavorable impact from foreign currency translation of 0.8%. The organic revenue decline was 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 business. Customer pricing favorably impacted revenue by approximately 3.0% compared to 10.5% in the prior year comparable period.

Segment earnings for the six months ended June 30, 2023 increased $4.6 million, or 3.0%, as compared to the 2022 comparable period. The growth was primarily driven by customer pricing actions, improved plant productivity and strong discretionary cost management, partially offset by lower volumes, as well as an unfavorable impact from foreign currency translation. Segment margin increased to 16.2% from 15.2% as compared to the prior year comparable period.

1.00.

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Clean Energy & Fueling

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




		Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	(dollars in thousands)	2023		2022		% Change		2023		2022		% Change
(dollars in thousands)
(dollars in thousands)
Revenue	Revenue	$	441,166	$	494,075	(10.7)	%	$	871,895	$	952,470	(8.5)	%
Revenue
Revenue

Segment earnings

Segment earnings

Segment earnings	Segment earnings	$	83,616	$	99,034	(15.6)	%	$	157,221	$	171,996	(8.6)	%

Segment margin	Segment margin	19.0 %		20.0 %				18.0%		18.1%

Segment margin

Segment margin

Operational metrics:

Operational metrics:

Operational metrics:	Operational metrics:
Bookings	Bookings	$	440,137	$	487,861	(9.8)	%	$	894,663	$	989,352	(9.6)	%
Backlog								$	339,322	$	411,350	(17.5)	%

Components of revenue decline:
Organic decline						(9.3)	%					(6.1)	%
Bookings
Bookings

Components of revenue growth:

Components of revenue growth:

Components of revenue growth:
Organic growth
Organic growth
Organic growth
Acquisitions
Acquisitions
Acquisitions

Foreign currency translation	Foreign currency translation					(1.4)	%					(2.4)	%
Total revenue decline						(10.7)	%					(8.5)	%

Foreign currency translation

Foreign currency translation
Total revenue growth
Total revenue growth
Total revenue growth

~~Second~~First Quarter ~~2023~~2024 Compared to the ~~Second~~First Quarter ~~2022~~2023

Clean Energy & Fueling ~~segment~~ revenue for the ~~second~~first quarter of ~~2023 decreased $52.9~~2024 increased $14.3 million, or ~~10.7%~~3.3%, as compared to the ~~second~~first quarter of ~~2022, comprised~~2023, driven by acquisition growth of an1.9% and organic ~~decline of 9.3% and an unfavorable impact from foreign currency translation~~growth of 1.4%. Customer pricing favorably impacted revenue in the ~~second~~first quarter of ~~2023~~2024 by approximately ~~4.8% compared to 5.4%~~2.8% and by 4.5% in the prior year comparable quarter.

The organic revenue ~~decline~~growth was primarily driven by ~~reduced~~increased year-over-year pricing and demand in ~~above~~dispensers, especially in Europe and Latin America, growth in cryogenic gases, and the recovery in below 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~~lower shipments in ~~fluid transfer solutions, along with pricing actions aimed at mitigating material~~liquefied petroleum gas components and ~~logistics~~higher cost ~~inflation.~~of capital headwinds in vehicle wash solutions. We expect ~~year-over-year~~the organic growth ~~rates~~rate to ~~become~~continue into the second quarter and remain positive in the second half of the ~~year as the negative year-over-year impact from EMV-related demand normalizes and we see positive growth in our fluid transfer solutions, vehicle wash solutions and clean energy solutions businesses.~~year.

Clean Energy & Fueling segment earnings decreased ~~$15.4~~$3.9 million, or ~~15.6%~~5.3%, over the prior year comparable quarter. The decrease was primarily ~~driven by reduced~~due to lower volumes ~~partially offset by pricing actions, productivity initiatives~~ and the benefits from ongoing restructuring actions taken in our retail fueling business. The benefits from these restructuring actions are significant and will carry into 2024. See "Restructuring and Other Costs (Benefits)" section within this Item 2 for further information.unfavorable product mix. Segment margin decreased to ~~19.0%~~15.7% from ~~20.0%~~17.1% in the prior year comparable ~~quarter driven by lower volumes.~~quarter.

Table of Contents

Overall bookings ~~decreased 9.8%~~increased 3.8% as compared to the prior year comparable quarter, driven by anacquisition growth of 2.1%, organic ~~decline~~growth of ~~8.4%~~1.6% and ~~an unfavorable~~a favorable impact from foreign currency translation of ~~1.4%~~0.1%. The organic bookings ~~decline~~growth was primarily driven by ~~reduced~~increased year over year ~~demand~~orders in ~~above ground retail fueling~~clean energy components, vehicle wash solutions, and fluid transfer systems equipment. Segment book-to-bill was ~~1.00 and backlog decreased 17.5% as compared to the prior year comparable period.~~1.06.

~~Table of Contents~~

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

Clean Energy & Fueling segment revenue decreased $80.6 million, or 8.5%, as compared to the six months ended June 30, 2022, attributable to an organic decline of 6.1% and an unfavorable impact from foreign currency translation of 2.4%. Organic revenue was lower in the first six months of the year compared with the prior year's comparable period, driven by reduced year-over-year demand in 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 logistics cost inflation. Customer pricing favorably impacted revenue by approximately 4.7% compared to 4.2% in the prior year comparable period.

Clean Energy & Fueling segment earnings decreased $14.8 million, or 8.6%, for the six months ended June 30, 2023. The decrease in earnings was driven by reduced organic volumes and unfavorable impact from foreign currency translation, partially offset by pricing actions, productivity initiatives and the benefits from ongoing restructuring actions in our retail fueling business. Segment margin decreased to 18.0% from 18.1% in the prior year comparable period.

~~Table of Contents~~

Imaging & Identification

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




		Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	(dollars in thousands)	2023		2022		% Change		2023		2022		% Change
(dollars in thousands)
(dollars in thousands)
Revenue	Revenue	$	271,932	$	275,951	(1.5)	%	$	555,023	$	548,206	1.2	%
Revenue
Revenue

Segment earnings

Segment earnings

Segment earnings	Segment earnings	$	61,336	$	61,392	(0.1)	%	$	129,651	$	119,990	8.1	%

Segment margin	Segment margin	22.6 %		22.2 %				23.4%		21.9%

Segment margin

Segment margin

Operational metrics:

Operational metrics:

Operational metrics:	Operational metrics:
Bookings	Bookings	$	262,092	$	292,136	(10.3)	%	$	552,804	$	599,240	(7.7)	%
Backlog								$	227,646	$	255,255	(10.8)	%
Bookings
Bookings

Components of revenue decline:	Components of revenue decline:
Organic growth						0.3	%					4.2	%

Components of revenue decline:

Components of revenue decline:
Organic decline
Organic decline
Organic decline
Acquisitions
Acquisitions
Acquisitions

Foreign currency translation

Foreign currency translation

Foreign currency translation	Foreign currency translation					(1.8)	%					(3.0)	%
Total revenue decline	Total revenue decline					(1.5)	%					1.2	%
Total revenue decline
Total revenue decline

~~Second~~First Quarter ~~2023~~2024 Compared to the ~~Second~~First Quarter ~~2022~~2023

Imaging & Identification ~~segment~~ revenue for the ~~second~~first quarter of ~~2023~~2024 decreased ~~$4.0~~$6.3 million, or ~~1.5%~~2.2%, as compared to the ~~second~~first quarter of ~~2022,~~2023, comprised of an organic decline of 1.6% and an unfavorable impact from foreign currency translation of ~~1.8%~~0.9%, ~~which was~~ partially offset by ~~organic~~acquisition-related growth of 0.3%. Customer pricing favorably impacted revenue in the ~~second~~first quarter of ~~2023~~2024 by approximately ~~6.0% compared to 3.2%~~3.6% and by 6.7% in the prior year comparable quarter.

The organic revenue ~~growth~~decline was primarily ~~driven by pricing initiatives,~~due to lower marking and coding printer shipments in the United States and Europe, partially offset by ~~reduced demand in our textile printing business which has continued to be impacted by high energy prices~~strong consumables 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.aftermarket sales. We expect the organic growth ~~rates~~outlook to ~~moderate in the second half of~~improve as we move through the year asin 2024, driven by customer pricing, increased demand infor marking and coding ~~slows due to reduced customer investment, principally in China.~~equipment and consumables, and serialization software.

Imaging & Identification segment earnings ~~decreased $0.1~~increased $1.6 million, or ~~0.1%~~2.4%, over the prior year comparable quarter. This ~~decrease~~increase was primarily driven by pricing initiatives, cost controls, and higher mix of consumables and aftermarket shipments, which more than offset the negative impact of 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 and productivity actions.~~translation. Segment margin increased to ~~22.6%~~25.3% from ~~22.2%~~24.1% in the prior year comparable quarter.

Overall bookings decreased ~~10.3%~~4.2% as compared to the prior year comparable quarter, reflecting an organic decline of ~~8.5%~~3.4% and an unfavorable impact from foreign currency translation of ~~1.8%~~1.0%, offset by acquisition growth 0.2%. The organic bookings decline was primarily ~~driven by~~due to reduced order intake and timing in our marking and coding and digital textile printing ~~businesses, partially offset by increased bookings in our serialization software business.~~businesses. Segment book-to-bill was ~~0.96, and backlog decreased 10.8% as compared to the prior year comparable period.~~1.01.

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

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

Imaging & Identification segment earnings increased $9.7 million, or 8.1%, for the six months ended June 30, 2023 over the prior year comparable period. The increase was primarily driven by pricing initiatives and productivity actions, which more than offset negative impacts from material and labor cost inflation and foreign currency translation. Segment margin increased to 23.4% from 21.9% in the prior year comparable quarter.

~~Table of~~ Contents

Pumps & Process Solutions

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




		Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	(dollars in thousands)	2023		2022		% Change		2023		2022		% Change
(dollars in thousands)
(dollars in thousands)
Revenue	Revenue	$	465,626	$	441,127	5.6	%	$	879,507	$	876,322	0.4	%
Revenue
Revenue

Segment earnings

Segment earnings

Segment earnings	Segment earnings	$	129,337	$	138,048	(6.3)	%	$	244,581	$	284,665	(14.1)	%

Segment margin	Segment margin	27.8 %		31.3 %				27.8%		32.5%

Segment margin

Segment margin

Operational metrics:

Operational metrics:

Operational metrics:	Operational metrics:
Bookings	Bookings	$	394,317	$	471,693	(16.4)	%	$	858,614	$	931,483	(7.8)	%
Backlog								$	676,191	$	715,646	(5.5)	%
Bookings
Bookings

Components of revenue growth:	Components of revenue growth:
Organic growth/(decline)						0.9	%					(3.1)	%

Components of revenue growth:

Components of revenue growth:
Organic growth
Organic growth
Organic growth
Acquisitions
Acquisitions
Acquisitions	Acquisitions					4.5	%					4.4	%

Foreign currency translation	Foreign currency translation					0.2	%					(0.9)	%

Foreign currency translation

Foreign currency translation
Total revenue growth	Total revenue growth					5.6	%					0.4	%
Total revenue growth
Total revenue growth

~~Second~~First Quarter ~~2023~~2024 Compared to the ~~Second~~First Quarter ~~2022~~2023

Pumps & Process Solutions ~~segment~~ revenue for the ~~second~~first quarter of ~~2023~~2024 increased ~~$24.5~~$51.8 million, or ~~5.6%~~12.5%, as compared to the ~~second~~first quarter of ~~2022,~~2023, driven by acquisition-related growth of ~~4.5%~~7.5%, organic growth of ~~0.9%~~4.5%, and a favorable impact from foreign currency translation of ~~0.2%~~0.5%. Acquisition-related growth was ~~primarily~~ driven by the acquisition of ~~Malema Engineering Corporation in the third quarter of 2022 and Witte Pumps & Technology GmbH~~FW Murphy Production Controls business ("FW Murphy") in the fourth quarter of ~~2022.~~2023. Customer pricing favorably impacted revenue in the ~~second~~first quarter of ~~2023~~2024 by approximately ~~5.1% compared to 3.4%~~1.4% and by 4.9% in the prior year comparable quarter.

The organic revenue growth was primarily driven by ~~pricing initiatives,~~increased revenues in our precision components and plastics and polymer processing solutions businesses, as well as increased shipments for single-use components used in biopharmaceutical manufacturing as our channel partners and end customers have largely completed multi-year inventory reduction initiatives. Overall, we expect positive demand trends for the remainder of the year in connectors, supported by improving customer sentiment in bioprocessing along with ~~strength~~recent specification wins in ~~thermal connectors,~~liquid cooling for high performance computing and data center applications, as well as continued solid demand in precision components. We expect this to be partially offset by slower expected demand in our polymer processing equipment bearings and compression components, and hygienic dosing businesses. This was partially offset 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. We expect continued strength in our thermal connectors, polymer processing equipment, bearings and compression components, and hygienic dosing systems businesses in the second half of the year.business.

Pumps & Process Solutions segment earnings ~~decreased $8.7~~increased $3.5 million, or ~~6.3%~~3.0%, over the prior year comparable quarter. The ~~decrease~~increase was ~~primarily~~ driven by the favorable impact from the FW Murphy acquisition, along with the positive impact of ~~reduced revenues relating to biopharmaceutical components. This was~~increased volumes, pricing initiatives and productivity actions, 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.a negative impact from product mix. Segment margin decreased to ~~27.8%~~25.5% from ~~31.3%~~27.8% from the prior year comparable quarter ~~mainly~~ due to ~~business~~project mix within ~~the segment.~~polymer processing solutions and growth investments in thermal connectors.

Overall bookings ~~decreased 16.4%~~increased 2.0% as compared to the prior year comparable quarter, ~~driven by~~with an ~~organic decline~~acquisition-related growth of ~~19.4%,~~6.3% and ~~an unfavorable~~a favorable impact from foreign currency translation of ~~0.1%~~0.3%, partially offset by ~~acquisition-related growth~~an organic decline of ~~3.1%~~4.6%. The organic bookings decline was ~~driven by a decrease in~~primarily due to reduced orders ~~for biopharmaceutical components and order timing~~ in our polymer processing equipment business, partially offset by ~~continued strong order intake~~positive demand trends in ~~our bearings and compression components business.~~connectors, supported by improving customer sentiment in bioprocessing along with recent specification wins in high performance computing applications. Segment book-to-bill was ~~0.85, and backlog decreased 5.5% compared to the prior year comparable period.~~

1.02.

~~Table of Contents~~

~~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 continued strength in industrial pumps, thermal connectors, plastics and 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 27.8% from 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 parts for the commercial refrigeration, heating and cooling and beverage can-making equipment ~~markets.~~end-markets.




		Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	(dollars in thousands)	2023		2022		% Change		2023		2022		% Change
(dollars in thousands)
(dollars in thousands)
Revenue	Revenue	$	449,001	$	434,164	3.4	%	$	904,326	$	833,242	8.5	%
Revenue
Revenue

Segment earnings

Segment earnings

Segment earnings	Segment earnings	$	76,074	$	64,181	18.5	%	$	149,852	$	117,790	27.2	%

Segment margin	Segment margin	16.9 %		14.8 %				16.6%		14.1%

Segment margin

Segment margin

Operational metrics:

Operational metrics:

Operational metrics:	Operational metrics:
Bookings	Bookings	345,363		$	403,574	(14.4)	%	645,377		$	848,426	(23.9)	%
Backlog								$	797,307	$	1,186,180	(32.8)	%

Components of revenue growth:
Organic growth						4.0	%					9.9	%
Bookings
Bookings

Components of revenue decline:

Components of revenue decline:

Components of revenue decline:
Organic decline
Organic decline
Organic decline
Acquisitions
Acquisitions
Acquisitions

Foreign currency translation	Foreign currency translation					(0.6)	%					(1.3)	%
Total revenue growth						3.4	%					8.6	%

Foreign currency translation

Foreign currency translation
Total revenue decline
Total revenue decline
Total revenue decline

~~Second~~First Quarter ~~2023~~2024 Compared to the ~~Second~~First Quarter ~~2022~~2023

Climate & Sustainability Technologies revenue decreased $91.0 million, or 20.0%, as compared to the first quarter of 2023, reflecting organic revenue decline of 20.3% and an unfavorable impact from foreign currency translation of 0.3%, partially offset by acquisition-related growth of 0.6%. Customer pricing unfavorably impacted revenue in the first quarter of 2024 by approximately 0.6% and favorably impacted by 5.9% in the prior year comparable quarter.

The organic revenue decline was due primarily to near-term, transient slowing in heat exchanger demand in Europe due to HVAC OEMs efforts to reduce component inventories, as well as continued headwinds in new beverage can-making equipment sales as customers pivot from new equipment investment to scaling production and expanding utilization of recent capacity additions. We expect organic revenue declines to continue into the second quarter, with improvement expected in the second half of 2024 on continued strong retail refrigeration demand, driven by growing demand for low-GWP (global warming potential) CO2 refrigerant systems, as well as improved demand for heat exchangers in Europe.

Climate & Sustainability Technologies segment ~~revenue increased $14.8~~earnings decreased $23.0 million, or ~~3.4%~~31.2%, as compared to the ~~second~~first quarter of ~~2022,~~2023. The segment earnings decrease was primarily due to lower volumes in heat exchangers and beverage can-making equipment, partially offset by productivity initiatives and cost reduction actions. Segment margin decreased to 13.9% from 16.2% in the prior year comparable quarter.

Bookings in the first quarter of 2024 increased 21.9% from the prior year comparable quarter, reflecting organic ~~revenue~~ growth of ~~4.0%,~~22.3% partially offset by an unfavorable impact from foreign currency translation of ~~0.6%. Customer pricing favorably impacted revenue in the second quarter of 2023 by approximately 5.3% compared to 9.5% in the prior year comparable quarter.~~

The organic revenue growth was driven primarily by pricing actions 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 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 industrial markets. Retail refrigeration revenue also increased from the prior year, driven by customer pricing actions, large system refurbishment programs with a key supermarket customer and growing demand for natural refrigerant systems, partially offset by soft demand in the interest rate sensitive convenience store market. Beverage can-making business revenues 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 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 prior year.

Climate & Sustainability Technologies segment earnings increased $11.9 million, or 18.5%, as compared to the second quarter of 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 16.9% from 14.8% in the prior year comparable quarter.

~~Bookings in the second quarter of 2023 decreased 14.4% from the prior year comparable quarter, reflecting organic decline of 13.7% and an unfavorable impact from foreign currency translation of 0.7%~~0.4%. The organic bookings ~~decline~~growth was principally driven by ~~improving lead times~~favorable demand trends across retail refrigeration, including continued strong demand for low-GWP (global warming potential) CO2 refrigerant systems which resulted in ~~refrigeration and timing~~the booking of several large ~~projects and moderating demand with key customers~~customer orders in ~~beverage can-making equipment,~~the first quarter. This was partially offset by ~~continued robust~~temporary reductions in heat exchanger demand ~~for heat exchangers.~~in Europe. Segment book-to-bill for the ~~second~~first quarter of ~~2023~~2024 was ~~0.77. Backlog decreased 32.8% over the prior year comparable period, but remains at healthy levels reflecting constructive demand across several key end markets within the segment.~~

1.24.

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

Climate & Sustainability Technologies segment revenue increased $71.1 million, or 8.5%, compared to the six months ended June 30, 2022, reflecting an organic revenue growth of 9.9%, partially offset by an unfavorable foreign currency translation of 1.3%. The organic revenue growth for the six months ended June 30, 2023 was driven by strong demand across many of our key end-markets. Retail refrigeration revenues increased from the prior year, driven by healthy remodel and system refurbishment programs with key supermarket customers and continued growing demand for our environmentally friendly natural refrigerant systems in Europe and North America. Our beverage equipment business experienced 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 and strengthening commercial HVAC and industrial markets globally. Customer pricing favorably impacted revenue by approximately 5.6% compared to 9.4% in the prior comparable period.

Climate & Sustainability Technologies segment earnings increased $32.1 million, or 27.2%, for the six months ended June 30, 2023, as compared to the prior year comparable period. Segment margin increased to 16.6% from 14.1% in the prior 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.

~~Table of Contents~~

Reconciliation of Segment Earnings to Net Earnings


		Three Months Ended June 30,				Six Months Ended June 30,
(dollars in thousands)		2023		2022		2023		2022


(in thousands)
(in thousands)
(in thousands)
Net earnings:
Net earnings:
Net earnings:	Net earnings:
Segment earnings:	Segment earnings:
Segment earnings:
Segment earnings:
Engineered Products
Engineered Products
Engineered Products	Engineered Products	$	73,076	$	81,671	$	157,351	$	152,801
Clean Energy & Fueling	Clean Energy & Fueling	83,616		99,034		157,221		171,996
Clean Energy & Fueling
Clean Energy & Fueling
Imaging & Identification
Imaging & Identification
Imaging & Identification	Imaging & Identification	61,336		61,392		129,651		119,990
Pumps & Process Solutions	Pumps & Process Solutions	129,337		138,048		244,581		284,665
Pumps & Process Solutions
Pumps & Process Solutions
Climate & Sustainability Technologies
Climate & Sustainability Technologies
Climate & Sustainability Technologies	Climate & Sustainability Technologies	76,074		64,181		149,852		117,790
Total segment earnings	Total segment earnings	423,439		444,326		838,656		847,242
Total segment earnings
Total segment earnings
Purchase accounting expenses (1)
Purchase accounting expenses (1)
Purchase accounting expenses (1)	Purchase accounting expenses (1)	40,200		47,019		82,879		100,305
Restructuring and other costs (2)	Restructuring and other costs (2)	18,143		7,944		32,196		18,496
Loss on dispositions (3)		—		—		—		194
Restructuring and other costs (2)
Restructuring and other costs (2)
Gain on disposition (3)
Gain on disposition (3)
Gain on disposition (3)
Corporate expense / other (4)
Corporate expense / other (4)
Corporate expense / other (4)	Corporate expense / other (4)	33,922		27,967		73,994		65,371
Interest expense	Interest expense	33,804		26,989		68,018		53,541
Interest expense
Interest expense
Interest income
Interest income
Interest income	Interest income	(2,653)		(949)		(4,744)		(1,724)
Earnings before provision for income taxes	Earnings before provision for income taxes	300,023		335,356		586,313		611,059
Earnings before provision for income taxes
Earnings before provision for income taxes
Provision for income taxes
Provision for income taxes
Provision for income taxes	Provision for income taxes	57,784		45,738		115,500		95,288
Net earnings	Net earnings	$	242,239	$	289,618	$	470,813	$	515,771
Net earnings
Net earnings

(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.

(3) ~~Loss~~Gain on ~~dispositions includes working capital adjustments related~~disposition due to ~~dispositions.~~the sale of De-Sta-Co in the Engineered Products segment.

(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 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 for~~During the three ~~and six~~ months ended ~~June 30, 2023 included~~March 31, 2024, we incurred restructuring charges of ~~$16.4~~$18.7 million ~~and $28.9 million, respectively~~ and other costs, net of ~~$1.7 million and $3.3 million, respectively.~~$6.0 million. Restructuring charges for the three ~~and six~~ months ended ~~June 30, 2023~~ ~~were~~March 31, 2024 primarily related to product line exit costs and headcount reductions ~~and exit costs~~ in the Climate & Sustainability Technologies, 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~~2024 and the Company will continue to make proactive adjustments to its cost structure to align with current ~~market conditions.~~demand trends. Other costs, net of ~~$2.0~~$6.0 million ~~within the Clean Energy & Fueling segment~~ for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024, were primarily due to ~~product line rationalization.~~a non-cash asset impairment charge in our Climate & Sustainability Technologies segment. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the condensed consolidated statement of earnings. Additional programs beyond the scope of the announced programs may be implemented during ~~2023~~2024 with related restructuring charges.

Table of Contents

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

Three Months Ended June 30, 2023
(dollars in thousands) Engineered Products Clean Energy & Fueling Imaging & Identification Pumps & Process Solutions Climate & Sustainability Technologies Corporate Total
Restructuring $ 3,938 $ 5,847 $ 865 $ 3,303 $ 1,205 $ 1,241 $ 16,399
Other costs, net 9 891 143 44 531 126 1,744
Restructuring and other costs $ 3,947 $ 6,738 $ 1,008 $ 3,347 $ 1,736 $ 1,367 $ 18,143

~~Table of Contents~~

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

~~Restructuring and other costs of $7.9 million~~ for the three months ended ~~June 30, 2022 were primarily due to headcount reductions and facility consolidations resulting from restructuring programs initiated in 2021 and 2022, and asset write-downs. For~~March 31, 2024:


	Three Months Ended March 31, 2024
(in thousands)	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Corporate		Total
Restructuring	$	492	$	4,965	$	760	$	1,351	$	11,070	$	17	$	18,655
Other costs, net	685		659		469		57		3,450		709		6,029
Restructuring and other costs	$	1,177	$	5,624	$	1,229	$	1,408	$	14,520	$	726	$	24,684

During the ~~six~~three months ended ~~June 30, 2022, substantial liquidation~~March 31, 2023 restructuring and ~~exit from certain Latin America countries in our Climate & Sustainability Technologies segment contributed to~~other activities include restructuring ~~expenses~~charges of $12.5 million and other costs (benefits) of $1.6 million. Restructuring expenses for the three months ended March 31, 2023 were primarily related to headcount reductions and exit costs in the Clean Energy & Fueling segment. These programs were initiated in 2022 and 2023 and were undertaken in light of current market conditions. Other costs (benefits), net ~~of $6.0 million,~~for the three months ended March 31, 2023 was comprised primarily of ~~foreign currency translation losses and asset write-downs.~~$1.1 million for product line rationalization in the Clean Energy & Fueling segment. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the condensed consolidated statement of earnings.

We recorded the following restructuring and other costs ~~(benefits)~~ for the three ~~and six~~ months ended ~~June 30, 2022~~March 31, 2023:

Three Months Ended June 30, 2022
(dollars in thousands) Engineered Products Clean Energy & Fueling Imaging & Identification Pumps & Process Solutions Climate & Sustainability Technologies Corporate Total
Restructuring $ 524 $ 1,423 $ 344 $ 1,476 $ 159 $ 383 $ 4,309
Other costs, net 2,377 5 963 1 107 182 3,635
Restructuring and other costs $ 2,901 $ 1,428 $ 1,307 $ 1,477 $ 266 $ 565 $ 7,944


	Three Months Ended March 31, 2023
(in thousands)	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Corporate		Total
Restructuring	$	539	$	10,144	$	339	$	1,326	$	242	$	(114)	$	12,476
Other costs (benefits), net	25		1,068		353		(47)		172		6		1,577
Restructuring and other costs (benefits)	$	564	$	11,212	$	692	$	1,279	$	414	$	(108)	$	14,053

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.~~assets. 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 June 30, Six Months Ended June 30,
(dollars in thousands) 2023 2022 2023 2022
Purchase accounting expenses
Engineered Products $ 4,991 $ 5,593 $ 10,795 $ 10,408
Clean Energy & Fueling 1
19,540 26,895 39,107 58,225
Imaging & Identification 5,945 5,609 11,551 11,301
Pumps & Process Solutions 4,900 4,097 11,777 10,688
Climate & Sustainability Technologies 4,824 4,825 9,649 9,683
Total $ 40,200 $ 47,019 $ 82,879 $ 100,305
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.


	Three Months Ended March 31,
(in thousands)	2024		2023
Purchase Accounting Expenses
Engineered Products	$	3,994	$	5,804
Clean Energy & Fueling	20,957		19,567
Imaging & Identification	5,741		5,606
Pumps & Process Solutions	9,811		6,877
Climate & Sustainability Technologies	5,048		4,825
Total	$	45,551	$	42,679

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:~~are cash flows generated from operating activities, capital expenditures, acquisitions, dispositions, dividends, 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.

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Cash Flow Summary

The following table is derived from our condensed consolidated statements of cash flows:


		Six Months Ended June 30,
	Three Months Ended March 31,								Three Months Ended March 31,
Cash Flows from Operations (in thousands)	Cash Flows from Operations (in thousands)	2023		2022		Cash Flows from Operations (in thousands)	2024	2023
Net cash flows provided by (used in):	Net cash flows provided by (used in):					Net cash flows provided by (used in):
Operating activities	Operating activities	$	436,538	$	202,456
Investing activities	Investing activities	(86,010)		(115,853)
Financing activities	Financing activities	(444,489)		45,265

Operating Activities

Cash flow from operating activities for the ~~six~~three months ended ~~June 30, 2023 increased~~March 31, 2024 decreased by ~~$234.1~~$74.7 million compared to ~~June 30, 2022. This increase was~~March 31, 2023, primarily ~~driven by improvements~~due to the timing of receivables collections and investments in inventory ahead of higher expected shipment volumes in the cash flows related to working capital. Additionally, estimated tax payments were higher in 2022 driven primarily by a $43.5 million income tax payment related to the gain on disposition of Unified Brands.next several quarters.

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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 (in thousands)

June 30, 2023

December 31, 2022

Adjusted Working Capital (in thousands)

Accounts receivable

1,561,162

1,516,871

Inventories

1,396,260

1,366,608

Inventories

Less: Accounts payable

1,028,928

1,068,144

Adjusted working capital

1,928,494

1,815,335

Adjusted working capital

Adjusted working capital increased by ~~$113.2~~$96.4 million, or ~~6.2%~~5.7%, in the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, which reflected an increase of ~~$44.3~~$87.4 million in accounts receivable, an increase of ~~$29.7~~$20.2 million in inventory and ~~a decrease~~an increase in accounts payable of ~~$39.2~~$11.2 million. ~~Inventories increased to support normal seasonality trends in advance~~These amounts include the effects of ~~higher expected shipment volumes in the second half of the year.~~acquisitions, dispositions and foreign currency translation. The change in accounts receivable and payable reflect the timing of payments and collections. The increase in inventories is driven by production planning ahead of higher expected shipment volumes in the next several quarters.

Investing Activities

Cash flow from investing activities is ~~generally~~ derived from cash inflows from proceeds from a disposition, partially offset by cash outflows for acquisitions and capital ~~expenditures and acquisitions, offset by proceeds from sales of business, property, plant and equipment. During the six months ended June 30, 2023, the~~expenditures. The majority of the activity in investing activities was comprised of ~~capital spending. Our capital~~the following:

•Proceeds from disposition: During the three months ended March 31, 2024, we received net proceeds of $611.7 million from the sale of De-Sta-Co within the Engineered Products segment. There were no proceeds from disposition during the three months ended March 31, 2023.

•Acquisitions: During the three months ended March 31, 2024, we deployed approximately $144.9 million, net, to acquire Transchem Group and Bulloch Technologies, Inc. within the Climate & Sustainability Technologies segment and one other immaterial acquisition within the Imaging & Identification segment. In comparison, during the three months ended March 31, 2023, there were no acquisitions.

•Capital spending: Capital expenditures decreased ~~$12.1~~$3.9 million during the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 compared to the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023, in line with our planned capital expenditures for the year.

We anticipate that capital expenditures and any additional acquisitions we make through the remainder of ~~2023~~2024 will be funded from available cash and internally generated funds and, if necessary, through the issuance of commercial paper, ~~borrowings from revolving credit facilities~~ or by accessing the public debt or equity markets. We estimate capital expenditures in 2024 to range from $160.0 million to $170.0 million.

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Financing Activities

~~Our cash~~Cash flow from financing activities generally relates to the use of cash for ~~repurchases~~purchases of our common stock and payment of dividends, offset by net borrowing activity. The majority of financing activity was attributed to the following:

•Repurchase of common ~~stock:~~stock, including prepayment under accelerated share repurchase program: During the ~~six~~three months ended ~~June 30,~~March 31, 2024, we used $500 million to repurchase 2,569,839 shares on March 1, 2024, under an accelerated share repurchase transaction. During the three months ended March 31, 2023, we repurchased no shares. ~~During~~See Note 17 — Stockholders' Equity in the ~~six months ended June 30, 2022, we used $85.0 million to repurchase 641,428 shares.~~condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

•Commercial paper and other short-term borrowings, net: During the ~~six~~three months ended ~~June 30, 2023, we used $289.6 million to pay off commercial paper borrowings. During the six months ended June 30, 2022,~~March 31, 2024, we received net proceeds of ~~$288.0~~$500.7 million from commercial paper borrowings, primarily used to fund our accelerated share repurchase transaction. During the three months ended March 31, 2023, we used $221.2 million to pay off commercial paper borrowings.

•Dividend payments: Total dividend payments to common shareholders were ~~$141.5~~$71.4 million during the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, as compared to ~~$144.1~~$70.8 million during the same period in ~~2022.~~2023. Our dividends paid per common share increased 1.0% to ~~$1.01~~$0.510 during the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 compared to ~~$1.00~~$0.505 during the same period in ~~2022. The number of common shares outstanding decreased in the comparative periods due to share repurchase activity throughout 2022.~~2023.

•~~Payments to settle employee tax obligations:~~ ~~Payments to settle tax obligations from the exercise of share-based awards declined $1.0 million compared to the prior year period.~~

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Liquidity and Capital Resources

Free Cash Flow

In addition to measuring our cash flow generation and usage based upon the operating, investing and financing classifications included in the condensed consolidated statements of cash flows, we also measure free cash flow (a non-GAAP measure) which represents net cash provided by operating activities minus capital expenditures. We believe that free cash flow is an important measure of liquidity because it provides management and investors a measurement of cash generated from operations that may 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:


		Six Months Ended June 30,							Three Months Ended March 31,
Free Cash Flow (dollars in thousands)	Free Cash Flow (dollars in thousands)	2023			2022			Free Cash Flow (dollars in thousands)	2024			2023
Cash flow provided by operating activities	Cash flow provided by operating activities	$	436,538		$	202,456
Less: Capital expenditures	Less: Capital expenditures	(88,454)			(100,577)
Free cash flow	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	10.4		%	4.8		%
Cash flow from operating activities as a percentage of revenue
Cash flow from operating activities as a percentage of revenue									8.0	%		11.6	%

Cash flow from operating activities as a percentage of net earnings
Cash flow from operating activities as a percentage of net earnings
Cash flow from operating activities as a percentage of net earnings	Cash flow from operating activities as a percentage of net earnings	92.7		%	39.3		%	26.4	%		105.6	%

Free cash flow as a percentage of revenue	Free cash flow as a percentage of revenue	8.3		%	2.4		%
Free cash flow as a percentage of revenue
Free cash flow as a percentage of revenue									5.8	%		9.3	%

Free cash flow as a percentage of net earnings	Free cash flow as a percentage of net earnings	73.9		%	19.8		%
Free cash flow as a percentage of net earnings
Free cash flow as a percentage of net earnings									19.3	%		84.4	%

For the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, we generated free cash flow of ~~$348.1~~$122.1 million, representing ~~8.3%~~5.8% of revenue and ~~73.9%~~19.3% of net earnings. Free cash flow for the ~~six~~three months ended ~~June 30, 2023 increased $246.2~~March 31, 2024 decreased $70.8 million, compared to ~~June 30, 2022,~~March 31, 2023, due to the timing of receivables collections and investments in inventory ahead of higher ~~operating~~expected shipment volumes in the next several quarters. The decreases in cash flow ~~primarily~~from operating activities and free cash flow as ~~a result~~percentages of ~~improvements in working capital compared~~net earnings are due primarily to the ~~prior year.~~gain on sale of De-Sta-Co. The related tax liability will be paid in quarterly installments throughout 2024.

Capitalization

We use commercial paper borrowings for general corporate purposes, including the funding of acquisitions and the repurchase of our common stock. As of ~~June 30, 2023,~~March 31, 2024, we maintained $1.0 billion five-year and $500.0 million 364-day unsecured revolving credit facilities ~~("Credit~~(together, the "Credit Agreements") with a syndicate of banks which expire April 6, 2028 and April 4,

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2024, respectively. ~~We may elect to extend~~On April 4, 2024, the ~~maturity date of any loans under the~~Company entered into a new $500.0 million 364-day unsecured revolving credit facility ~~until~~with a syndicate of banks which expires on April ~~4, 2025, subject to conditions specified therein.~~ 3, 2025. The Credit Agreements are designated as a liquidity back-stop for the Company's commercial paper program ~~which was upsized from $1.0 billion to $1.5 billion during the quarter,~~ and also are available for general corporate purposes.

At the Company's election, loans under the Credit Agreements will bear interest at a base rate plus an applicable margin. The Credit Agreements require the Company to pay a facility ~~fee~~fees 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. The Company was in compliance with all covenants in the Credit Agreements and other long-term debt covenants at ~~June 30, 2023~~March 31, 2024 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of ~~13.7~~19.1 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 ~~SEC~~Securities and Exchange Commission that allows for the issuance of additional debt securities that may be utilized in one or more offerings on terms to be determined at the time of the offering. Net proceeds of any offering would be used for general corporate purposes, including repayment of existing indebtedness, capital expenditures and acquisitions.

At ~~June 30, 2023,~~March 31, 2024, our cash and cash equivalents totaled ~~$285.8~~$930.0 million, of which approximately ~~$259.5~~$445.4 million was held outside the United States. At December 31, ~~2022,~~2023, our cash and cash equivalents totaled ~~$380.9~~$398.6 million, of which approximately ~~$261.4~~$269.6 million was held outside the United 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 in bank deposits or invest the funds in government money market instruments or short-term investments, which consist of investment grade time deposits with original maturity dates at the time of purchase of no greater than three months.

~~Table~~On March 31, 2024, the Company completed the sale of ~~Contents~~

the De-Sta-Co business for total consideration, net of cash transferred, of $674.7 million. Of the total consideration, $63.0 million will be received upon finalization of closing activities in India, which occurred on April 1, 2024, and China, which is expected to occur in the second quarter. See Note 4 — Dispositions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

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.~~equivalents, including cash held for sale. Net capitalization represents net debt plus stockholders' equity. The following table provides a calculation of net debt to net capitalization from the most directly comparable GAAP measures:

Net Debt to Net Capitalization Ratio

(dollars in thousands)

Net Debt to Net Capitalization Ratio

(dollars in thousands)

June 30, 2023

December 31, 2022

Net Debt to Net Capitalization Ratio

(dollars in thousands)

Net Debt to Net Capitalization Ratio

(dollars in thousands)

Commercial paper

445,500

734,936

Other

675

836

Other

Total short-term borrowings

446,175

735,772

Long-term debt

2,976,573

2,942,513

Long-term debt

Total debt

3,422,748

3,678,285

Less: Cash and cash equivalents

(285,777)

(380,868)

Total debt

Less: Cash and cash equivalents, including cash held for sale

Net debt

3,136,971

3,297,417

Add: Stockholders' equity

4,662,105

4,286,366

Add: Stockholders' equity

Net capitalization

7,799,076

7,583,783

Net debt to net capitalization

40.2

43.5

Net debt to net capitalization

Our net debt to net capitalization ratio decreased to ~~40.2%~~36.9% at ~~June 30, 2023~~March 31, 2024 compared to ~~43.5%~~37.3% at December 31, ~~2022.~~2023. Net debt decreased ~~$160.4~~$31.7 million during the ~~peri~~odperiod primarily due to an increase in cash and cash equivalents resulting from the sale of De-Sta-Co and a decrease in long-term debt, partially offset by higher commercial paper borrowings ~~partially offset by lower cash and cash equivalents. Stockholders' equit~~yused to fund the ASR program. Net proceeds from the sale of De-Sta-Co were used to reduce our commercial paper borrowings in April 2024. Stockholders' equity increased for the period as a result of current earnings of ~~$470.8~~$632.2 million, ~~and other comprehensive earnings of $38.7 million, primarily due to the favorable impact of foreign currency fluctuations,~~ partially offset by ~~$141.5 million of dividends paid.~~share repurchases under the ASR program.

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Operating cash flow and access to capital markets are expected to satisfy our various cash flow requirements, including acquisitions, capital expenditures, purchase obligations, and lease obligations. Acquisition spending and/or share 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 Estimates

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

Recent Accounting Standards

See Note 1819 — Recent Accounting Pronouncements in the condensed consolidated financial statements in Item 1 of this Form 10-Q. The adoption of recent accounting standards as included in Note 1819 — Recent Accounting Pronouncements in the condensed consolidated financial statements has not had, and is not expected to have, a significant impact on our revenue, earnings or liquidity.

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Special 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, 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" 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, including those described in our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. Factors that could cause actual results to differ materially from current expectations include, among other 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~~natural or human induced disasters, acts of war, terrorism, international conflicts, and public health crises or other future pandemics on the global economy and on our customers, suppliers, employees, business and cash flows; changes in customer demand and capital spending; competitive factors and pricing pressures; our ability to develop and launch new products in a cost-effective manner; changes in law, including the effect of tax laws and developments with respect to trade policy and tariffs; our ability to identify and complete acquisitions and integrate and realize synergies from newly acquired businesses; the impact of interest rate and currency exchange rate fluctuations; capital allocation plans and changes in those plans, including with respect to dividends, share repurchases, investments in research and development, capital expenditures and acquisitions; our ability to derive expected benefits from restructurings, productivity initiatives and other cost reduction actions; the impact of legal compliance risks and litigation, including with respect to product quality and safety, cybersecurity and 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, ~~2022.~~2023. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or 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 and 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 ~~six~~three months ended ~~June 30, 2023.~~March 31, 2024. 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, ~~2022.~~2023.

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Item 4. Controls and Procedures

At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of ~~June 30, 2023.~~March 31, 2024.

During the ~~second~~first quarter of ~~2023,~~2024, 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 1314 — Commitments and Contingent Liabilities in the 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, ~~2022.~~2023.

Item 2. Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds and Issuer Purchases of Equity Securities

a.Not applicable.

b.Not applicable.

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


Period	Total Number of Shares Purchased	Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plans or Programs (1)
January 1 to January 31	—	—		—	20,000,000
February 1 to February 28	—	—		—	20,000,000
March 1 to March 31	2,569,839	165.38		2,569,839	17,430,161
For the First Quarter	2,569,839	$	165.38	2,569,839	17,430,161

(1)In ~~November 2020,~~August 2023, the Company's Board of Directors approved a new standing share repurchase authorization whereby the Company may repurchase up to 20 million shares beginning on January 1, ~~2021~~2024 through December 31, ~~2023. No share repurchases were made~~2026. The Company repurchased 2,569,839 shares under the ~~November 2020~~August 2023 authorization during the three months ended ~~June 30, 2023.~~March 31, 2024. As of ~~June 30, 2023,~~March 31, 2024, the number of shares still available for repurchase under the ~~November 2020~~current share repurchase authorization was ~~15,283,326.~~17,430,161.

(2) On February 29, 2024, the Company entered into a $500 million accelerated share repurchase agreement (the "ASR Agreement") with Citibank, N.A. ("Citibank") to repurchase its shares in an accelerated share repurchase program (the "ASR Program"). The Company funded the ASR Program with commercial paper. Under the terms of the ASR Agreement, the Company paid Citibank $500 million on March 1, 2024 and on that date received initial delivery of 2,569,839 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 third quarter of 2024, 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.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

a.- b. None.

c. During the three months ended March 31, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements as defined in Item 408 of Regulation S-K.

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Item 6. Exhibits


10.1			Amendment to Employment Agreement of Richard J. Tobin, entered into and effective as of March 5, 2024.*

10.2			Form of 2024 award grant letter for performance shares awards made under the Dover Corporation 2021 Omnibus Incentive Plan.*

10.3			364-Day Credit Agreement dated as of April 4, 2024 among Dover Corporation, the Lenders party thereto, the Borrowing Subsidiaries party thereto from time to time and JPMorgan Chase Bank, N.A. as Administrative Agent.

10.4			First Amendment , dated as of April 4, 2024 , to Five-Year Credit Agreement dated as of April 6, 2023 among Dover Corporation, the Lenders party thereto, the Issuing Banks party thereto, the Borrowing Subsidiaries party thereto from time to time and JP Morgan Chase Bank, N.A . as Administrative Agent.

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

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

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

101			The following materials from Dover Corporation’s Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2023~~March 31, 2024 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Earnings, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.

104			Cover Page formatted in Inline XBRL and contained in Exhibit 101.

			*Executive compensation plan or arrangement.

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Table of Contents

Signatures

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


		DOVER CORPORATION

Date:	~~July~~April 25, ~~2023~~2024	/s/ Brad M. Cerepak
		Brad M. Cerepak
		Senior Vice President & Chief Financial Officer
		(Principal Financial Officer)

Date:	~~July~~April 25, ~~2023~~2024	/s/ Ryan W. Paulson
		Ryan W. Paulson
		Vice President, Controller
		(Principal Accounting Officer)

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	Three Months Ended June 30, 2023
(dollars in thousands)	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Corporate		Total
Restructuring	$	3,938	$	5,847	$	865	$	3,303	$	1,205	$	1,241	$	16,399
Other costs, net	9		891		143		44		531		126		1,744
Restructuring and other costs	$	3,947	$	6,738	$	1,008	$	3,347	$	1,736	$	1,367	$	18,143


	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


	Three Months Ended June 30, 2022
(dollars in thousands)	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Corporate		Total
Restructuring	$	524	$	1,423	$	344	$	1,476	$	159	$	383	$	4,309
Other costs, net	2,377		5		963		1		107		182		3,635
Restructuring and other costs	$	2,901	$	1,428	$	1,307	$	1,477	$	266	$	565	$	7,944


	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