UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~June 30, ~~2021~~2022

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

OF 1934

For the transition period from to

Commission File Number: 1-4018

(Exact name of registrant as specified in its charter)


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

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

(630) 541-1540

(Registrant’s telephone number, including area code)

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


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

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

Yes ☑ No o

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

Yes ☑ No o

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

Large Accelerated Filer

☑

Accelerated Filer

☐

Emerging Growth Company

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

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

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

The number of shares outstanding of the Registrant’s common stock as of ~~October 12, 2021~~July 14, 2022 was ~~143,984,653.~~143,549,312.

Dover Corporation

Form 10-Q

Table of Contents


PART I — FINANCIAL INFORMATION		Page
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Statements of Earnings for the three ~~and~~ ~~nine~~a nd six months ended ~~September~~June ~~30,~~3 0 , 2022 and 2021 ~~and 2020~~	1
	Condensed Consolidated Statements of Comprehensive Earnings for the three and six ~~nine~~months ended ~~September~~June ~~30,~~3 0 , 2022 and 2021 ~~and 2020~~	2
	Condensed Consolidated Balance Sheets at ~~September~~June ~~30, 2021~~3 0 , 2022 and December 31, ~~2020~~2021	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three and six ~~nine~~months ended ~~September~~June ~~30,~~3 0 , 2022 and 2021 ~~and 2020~~	4
	Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June ~~30,~~3 0 , 2022 and 2021 ~~and 2020~~	6
	Note 1 — Basis of Presentation	7
	Note 2 — Revenue	7
	Note 3 — Acquisitions	8

	Note 4 — ~~Disposed Operations~~Inventories, net	10
	Note 5 ~~— Inventories~~	10
	~~Note 6~~ — Property, Plant and Equipment, net	10
	Note 76 — Credit Losses	1110
	Note 87 — Goodwill and Other Intangible Assets	11
	Note 98 — Restructuring Activities	12
	Note 109 — Borrowings	13
	Note 1110 — Financial Instruments	14
	Note 1211 — Income Taxes	15
	Note 1312 — Equity Incentive Program	1615
	Note 1413 — Commitments and Contingent Liabilities	17
	Note 1514 — Employee Benefit Plans	1817
	Note 1615 — Other Comprehensive Earnings	19
	Note 1716 — Segment Information	19
	Note 1817 — Share Repurchases	2022
	Note 18 — Earnings per Share	22
	Note 19 — ~~Earnings per Share~~Recent Accounting Pronouncements	2123
	Note 20 — ~~Recent Accounting Pronouncements~~Subsequent Events	21
	~~Note 21 — Subsequent Event~~	2223
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2324
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4344
Item 4.	Controls and Procedures	4345

PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	4445
Item 1A.	Risk Factors	4445
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4445
Item 3.	Defaults Upon Senior Securities	4445
Item 4.	Mine Safety Disclosures	4445
Item 5.	Other Information	4446
Item 6.	Exhibits	4547
SIGNATURES		4648

Table of Contents

Item 1. Financial Statements

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Revenue	Revenue	$	2,018,269	$	1,748,256	$	5,917,846	$	4,903,370	Revenue	$	2,158,715	$	2,031,676	$	4,210,616	$	3,899,577
Cost of goods and services	Cost of goods and services	1,263,690		1,089,527		3,669,547		3,080,800		Cost of goods and services	1,377,432		1,259,504		2,686,139		2,405,857
Gross profit	Gross profit	754,579		658,729		2,248,299		1,822,570		Gross profit	781,283		772,172		1,524,477		1,493,720
Selling, general and administrative expenses	Selling, general and administrative expenses	412,553		381,831		1,249,593		1,135,512		Selling, general and administrative expenses	424,433		428,042		868,276		837,040

Operating earnings	Operating earnings	342,026		276,898		998,706		687,058		Operating earnings	356,850		344,130		656,201		656,680
Interest expense	Interest expense	26,433		27,724		79,917		83,703		Interest expense	26,989		26,661		53,541		53,484
Interest income	Interest income	(1,466)		(960)		(3,088)		(2,871)		Interest income	(949)		(942)		(1,724)		(1,622)

Loss (gain) on sale of a business		—		557		—		(5,213)

Other income, net	Other income, net	(10,460)		(1,420)		(18,236)		(9,887)		Other income, net	(4,546)		(4,933)		(6,675)		(7,776)
Earnings before provision for income taxes	Earnings before provision for income taxes	327,519		250,997		940,113		621,326		Earnings before provision for income taxes	335,356		323,344		611,059		612,594
Provision for income taxes	Provision for income taxes	63,763		50,697		179,080		119,981		Provision for income taxes	45,738		58,836		95,288		115,317

Net earnings	Net earnings	$	263,756	$	200,300	$	761,033	$	501,345	Net earnings	$	289,618	$	264,508	$	515,771	$	497,277

Net earnings per share:	Net earnings per share:									Net earnings per share:
Basic	Basic	$	1.83	$	1.39	$	5.29	$	3.48	Basic	$	2.01	$	1.84	$	3.58	$	3.46
Diluted	Diluted	$	1.81	$	1.38	$	5.24	$	3.45	Diluted	$	2.00	$	1.82	$	3.56	$	3.43
Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	143,976		144,032		143,895		144,082		Basic	143,832		143,941		143,959		143,854
Diluted	Diluted	145,440		145,289		145,220		145,313		Diluted	144,669		145,118		144,998		145,040

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In thousands)

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Net earnings	Net earnings	$	263,756	$	200,300	$	761,033	$	501,345	Net earnings	$	289,618	$	264,508	$	515,771	$	497,277
Other comprehensive (loss) earnings, net of tax	Other comprehensive (loss) earnings, net of tax									Other comprehensive (loss) earnings, net of tax
Foreign currency translation adjustments:	Foreign currency translation adjustments:									Foreign currency translation adjustments:
Foreign currency translation (losses) gains	Foreign currency translation (losses) gains	(26,155)		29,271		(17,567)		(19,714)		Foreign currency translation (losses) gains	(77,552)		21,559		(99,205)		8,588

Total foreign currency translation adjustments (net of $(5,446), $9,872, $(11,669), $12,761 tax (provision) benefit, respectively)		(26,155)		29,271		(17,567)		(19,714)
Reclassification of foreign currency translation losses to earnings										Reclassification of foreign currency translation losses to earnings	—		—		5,915		—
Total foreign currency translation adjustments (net of $(10,539), $4,269, $(18,970) and $(6,223) tax benefit (provision), respectively)										Total foreign currency translation adjustments (net of $(10,539), $4,269, $(18,970) and $(6,223) tax benefit (provision), respectively)	(77,552)		21,559		(93,290)		8,588
Pension and other post-retirement benefit plans:	Pension and other post-retirement benefit plans:									Pension and other post-retirement benefit plans:

Amortization of actuarial losses included in net periodic pension cost	Amortization of actuarial losses included in net periodic pension cost	2,353		1,881		7,080		5,385		Amortization of actuarial losses included in net periodic pension cost	345		2,353		705		4,727
Amortization of prior service costs included in net periodic pension cost	Amortization of prior service costs included in net periodic pension cost	214		250		646		794		Amortization of prior service costs included in net periodic pension cost	226		224		447		432

Total pension and other post-retirement benefit plans (net of $(771), $(421), $(2,320), $(1,408) tax provision, respectively)		2,567		2,131		7,726		6,179
Total pension and other post-retirement benefit plans (net of $(202), $(774), $(410) and $(1,548) tax provision, respectively)										Total pension and other post-retirement benefit plans (net of $(202), $(774), $(410) and $(1,548) tax provision, respectively)	571		2,577		1,152		5,159
Changes in fair value of cash flow hedges:	Changes in fair value of cash flow hedges:									Changes in fair value of cash flow hedges:
Unrealized net (losses) gains arising during period	Unrealized net (losses) gains arising during period	(212)		(278)		4,107		(3,472)		Unrealized net (losses) gains arising during period	(1,150)		(5)		814		4,319
Net (gains) losses reclassified into earnings		(206)		(210)		(3,077)		318
Total cash flow hedges (net of $122, $139, $(302), $896 tax benefit (provision), respectively)		(418)		(488)		1,030		(3,154)
Net gains reclassified into earnings										Net gains reclassified into earnings	(1,045)		(1,460)		(2,621)		(2,871)
Total cash flow hedges (net of $631, $447, $519 and $(424) tax benefit (provision), respectively)										Total cash flow hedges (net of $631, $447, $519 and $(424) tax benefit (provision), respectively)	(2,195)		(1,465)		(1,807)		1,448

Other comprehensive (loss) earnings, net of tax	Other comprehensive (loss) earnings, net of tax	(24,006)		30,914		(8,811)		(16,689)		Other comprehensive (loss) earnings, net of tax	(79,176)		22,671		(93,945)		15,195
Comprehensive earnings	Comprehensive earnings	$	239,750	$	231,214	$	752,222	$	484,656	Comprehensive earnings	$	210,442	$	287,179	$	421,826	$	512,472

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)


		September 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Assets
ASSETS						ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	739,144	$	513,075	Cash and cash equivalents	$	515,371	$	385,504

Receivables, net of allowances of $41,598 and $40,474		1,351,144		1,137,223
Receivables, net						Receivables, net	1,514,455		1,347,514
Inventories, net	Inventories, net	1,055,831		835,804		Inventories, net	1,381,607		1,191,095
Prepaid and other current assets	Prepaid and other current assets	153,296		133,085		Prepaid and other current assets	179,563		137,596

Total current assets	Total current assets	3,299,415		2,619,187		Total current assets	3,590,996		3,061,709
Property, plant and equipment, net	Property, plant and equipment, net	906,268		897,326		Property, plant and equipment, net	963,780		957,310

Goodwill	Goodwill	4,153,846		4,072,542		Goodwill	4,481,451		4,558,822
Intangible assets, net	Intangible assets, net	1,036,085		1,083,772		Intangible assets, net	1,294,626		1,359,522
Other assets and deferred charges	Other assets and deferred charges	507,369		479,247		Other assets and deferred charges	476,568		466,264

Total assets	Total assets	$	9,902,983	$	9,152,074	Total assets	$	10,807,421	$	10,403,627

Liabilities and Stockholders' Equity
LIABILITIES AND STOCKHOLDERS' EQUITY						LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:	Current liabilities:					Current liabilities:

Notes payable						Notes payable	$	393,654	$	105,702
Accounts payable	Accounts payable	$	1,047,824	$	853,942	Accounts payable	1,200,612		1,073,568
Accrued compensation and employee benefits	Accrued compensation and employee benefits	270,944		239,750		Accrued compensation and employee benefits	224,244		302,978
Deferred revenue	Deferred revenue	195,509		184,845		Deferred revenue	253,632		227,549
Accrued insurance	Accrued insurance	104,000		98,954		Accrued insurance	105,823		101,448
Other accrued expenses	Other accrued expenses	350,222		343,637		Other accrued expenses	316,209		347,097
Federal and other income taxes	Federal and other income taxes	37,382		17,670		Federal and other income taxes	53,461		91,999

Total current liabilities	Total current liabilities	2,005,881		1,738,798		Total current liabilities	2,547,635		2,250,341
Long-term debt	Long-term debt	3,060,184		3,108,829		Long-term debt	2,936,124		3,018,714
Deferred income taxes	Deferred income taxes	321,610		298,423		Deferred income taxes	366,498		364,117
Noncurrent income tax payable	Noncurrent income tax payable	48,376		49,937		Noncurrent income tax payable	44,313		48,385
Other liabilities	Other liabilities	575,114		570,314		Other liabilities	524,328		532,542

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

Total stockholders' equity	Total stockholders' equity	3,891,818		3,385,773		Total stockholders' equity	4,388,523		4,189,528
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	9,902,983	$	9,152,074	Total liabilities and stockholders' equity	$	10,807,421	$	10,403,627

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except per share data)

(Unaudited)


		Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total stockholders' equity			Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total stockholders' equity
Balance at June 30, 2021		$	259,371	$	853,887	$	8,962,863	$	(138,059)	$	(6,218,758)	$	3,719,304
Balance at March 31, 2022														Balance at March 31, 2022	$	259,573	$	858,587	$	9,599,195	$	(168,821)	$	(6,218,758)	$	4,329,776
Net earnings	Net earnings	—		—		263,756		—		—		263,756		Net earnings	—		—		289,618		—		—		289,618
Dividends paid ($0.50 per share)	Dividends paid ($0.50 per share)	—		—		(72,107)		—		—		(72,107)		Dividends paid ($0.50 per share)	—		—		(71,853)		—		—		(71,853)
Common stock issued for the exercise of share-based awards	Common stock issued for the exercise of share-based awards	25		(1,795)		—		—		—		(1,770)		Common stock issued for the exercise of share-based awards	28		(2,088)		—		—		—		(2,060)
Stock-based compensation expense	Stock-based compensation expense	—		6,660		—		—		—		6,660		Stock-based compensation expense	—		7,218		—		—		—		7,218
Common stock acquired														Common stock acquired	—		—		—		—		(85,000)		(85,000)
Other comprehensive loss, net of tax														Other comprehensive loss, net of tax	—		—		—		(79,176)		—		(79,176)

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


		Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive (loss) earnings		Treasury stock		Total stockholders' equity			Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive (loss) earnings		Treasury stock		Total stockholders' equity
Balance at June 30, 2020		$	258,768	$	869,526	$	8,368,620	$	(263,629)	$	(6,143,758)	$	3,089,527
Balance at March 31, 2021														Balance at March 31, 2021	$	259,338	$	849,585	$	8,769,709	$	(160,730)	$	(6,218,758)	$	3,499,144

Net earnings	Net earnings	—		—		200,300		—		—		200,300		Net earnings	—		—		264,508		—		—		264,508
Dividends paid ($0.495 per share)	Dividends paid ($0.495 per share)	—		—		(71,458)		—		—		(71,458)		Dividends paid ($0.495 per share)	—		—		(71,354)		—		—		(71,354)
Common stock issued for the exercise of share-based awards	Common stock issued for the exercise of share-based awards	125		(10,358)		—		—		—		(10,233)		Common stock issued for the exercise of share-based awards	33		(2,648)		—		—		—		(2,615)
Stock-based compensation expense	Stock-based compensation expense	—		7,371		—		—		—		7,371		Stock-based compensation expense	—		6,872		—		—		—		6,872

Other comprehensive earnings, net of tax	Other comprehensive earnings, net of tax	—		—		—		30,914		—		30,914		Other comprehensive earnings, net of tax	—		—		—		22,671		—		22,671

Balance at September 30, 2020		$	258,893	$	866,539	$	8,497,462	$	(232,715)	$	(6,143,758)	$	3,246,421
Other, net														Other, net	—		78		—		—		—		78
Balance at June 30, 2021														Balance at June 30, 2021	$	259,371	$	853,887	$	8,962,863	$	(138,059)	$	(6,218,758)	$	3,719,304

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except per share data)

(Unaudited)


		Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total stockholders' equity			Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total stockholders' equity
Balance at December 31, 2020		$	258,982	$	868,882	$	8,608,284	$	(153,254)	$	(6,197,121)	$	3,385,773
Balance at December 31, 2021														Balance at December 31, 2021	$	259,457	$	857,636	$	9,445,245	$	(154,052)	$	(6,218,758)	$	4,189,528
Net earnings	Net earnings	—		—		761,033		—		—		761,033		Net earnings	—		—		515,771		—		—		515,771
Dividends paid ($1.49 per share)		—		—		(214,805)		—		—		(214,805)
Dividends paid ($1.00 per share)														Dividends paid ($1.00 per share)	—		—		(144,056)		—		—		(144,056)
Common stock issued for the exercise of share-based awards	Common stock issued for the exercise of share-based awards	414		(35,252)		—		—		—		(34,838)		Common stock issued for the exercise of share-based awards	144		(12,250)		—		—		—		(12,106)
Stock-based compensation expense	Stock-based compensation expense	—		25,053		—		—		—		25,053		Stock-based compensation expense	—		18,331		—		—		—		18,331
Common stock acquired	Common stock acquired	—		—		—		—		(21,637)		(21,637)		Common stock acquired	—		—		—		—		(85,000)		(85,000)
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	—		—		—		(8,811)		—		(8,811)		Other comprehensive loss, net of tax	—		—		—		(93,945)		—		(93,945)
Other, net		—		50		—		—		—		50
Balance at September 30, 2021		$	259,396	$	858,733	$	9,154,512	$	(162,065)	$	(6,218,758)	$	3,891,818

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


		Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total stockholders' equity			Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total stockholders' equity
Balance at December 31, 2019		$	258,552	$	869,719	$	8,211,257	$	(216,026)	$	(6,090,842)	$	3,032,660
Adoption of ASU 2016-13		—		—		(2,112)		—		—		(2,112)
Balance at December 31, 2020														Balance at December 31, 2020	$	258,982	$	868,882	$	8,608,284	$	(153,254)	$	(6,197,121)	$	3,385,773

Net earnings	Net earnings	—		—		501,345		—		—		501,345		Net earnings	—		—		497,277		—		—		497,277
Dividends paid ($1.475 per share)		—		—		(213,028)		—		—		(213,028)
Dividends paid ($0.99 per share)														Dividends paid ($0.99 per share)	—		—		(142,698)		—		—		(142,698)
Common stock issued for the exercise of share-based awards	Common stock issued for the exercise of share-based awards	341		(21,791)		—		—		—		(21,450)		Common stock issued for the exercise of share-based awards	389		(33,457)		—		—		—		(33,068)
Stock-based compensation expense	Stock-based compensation expense	—		15,591		—		—		—		15,591		Stock-based compensation expense	—		18,393		—		—		—		18,393
Common stock acquired	Common stock acquired	—		—		—		—		(52,916)		(52,916)		Common stock acquired	—		—		—		—		(21,637)		(21,637)
Other comprehensive loss, net of tax		—		—		—		(16,689)		—		(16,689)
Other comprehensive earnings, net of tax														Other comprehensive earnings, net of tax	—		—		—		15,195		—		15,195
Other, net	Other, net	—		3,020		—		—		—		3,020		Other, net	—		69		—		—		—		69
Balance at September 30, 2020		$	258,893	$	866,539	$	8,497,462	$	(232,715)	$	(6,143,758)	$	3,246,421
Balance at June 30, 2021														Balance at June 30, 2021	$	259,371	$	853,887	$	8,962,863	$	(138,059)	$	(6,218,758)	$	3,719,304

See Notes to Condensed Consolidated Financial Statements

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DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


		Nine Months Ended September 30,					Six Months Ended June 30,
		2021		2020			2022		2021
Operating Activities:	Operating Activities:					Operating Activities:
Net earnings	Net earnings	$	761,033	$	501,345	Net earnings	$	515,771	$	497,277

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

Depreciation and amortization	Depreciation and amortization	218,236		205,844		Depreciation and amortization	154,294		145,325
Stock-based compensation expense	Stock-based compensation expense	25,053		15,591		Stock-based compensation expense	18,331		18,393

Gain on sale of a business		—		(5,213)

Reclassification of foreign currency translation losses to earnings						Reclassification of foreign currency translation losses to earnings	5,915		—
Other, net	Other, net	(11,969)		(7,731)		Other, net	(8,152)		(9,493)
Cash effect of changes in assets and liabilities:	Cash effect of changes in assets and liabilities:					Cash effect of changes in assets and liabilities:
Accounts receivable, net	Accounts receivable, net	(222,521)		31,631		Accounts receivable, net	(204,676)		(192,192)
Inventories	Inventories	(225,522)		(19,360)		Inventories	(223,804)		(144,903)
Prepaid expenses and other assets	Prepaid expenses and other assets	(38,290)		(24,198)		Prepaid expenses and other assets	(17,923)		(23,133)
Accounts payable	Accounts payable	199,877		(104,571)		Accounts payable	147,829		149,588
Accrued compensation and employee benefits	Accrued compensation and employee benefits	32,284		(13,136)		Accrued compensation and employee benefits	(72,802)		(13,566)
Accrued expenses and other liabilities	Accrued expenses and other liabilities	42,084		131,279		Accrued expenses and other liabilities	(4,937)		14,289

Accrued and deferred taxes, net	Accrued and deferred taxes, net	8,321		(24,562)		Accrued and deferred taxes, net	(107,390)		(4,328)
Net cash provided by operating activities	Net cash provided by operating activities	788,586		686,919		Net cash provided by operating activities	202,456		437,257

Investing Activities:	Investing Activities:					Investing Activities:
Additions to property, plant and equipment	Additions to property, plant and equipment	(121,157)		(123,564)		Additions to property, plant and equipment	(100,577)		(73,231)
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(171,287)		(258,674)		Acquisitions, net of cash acquired	(8,453)		(81,187)
Proceeds from sale of property, plant and equipment	Proceeds from sale of property, plant and equipment	6,570		5,090		Proceeds from sale of property, plant and equipment	3,898		6,088
Proceeds from sale of businesses		—		15,400

Other	Other	(768)		(1,250)		Other	(10,721)		(2,873)
Net cash used in investing activities	Net cash used in investing activities	(286,642)		(362,998)		Net cash used in investing activities	(115,853)		(151,203)

Financing Activities:	Financing Activities:					Financing Activities:
Repurchase of common stock	Repurchase of common stock	(21,637)		(52,916)		Repurchase of common stock	(85,000)		(21,637)

Change in notes payable		—		5,811
Borrowings in commercial paper and notes payable, net						Borrowings in commercial paper and notes payable, net	287,952		—
Dividends paid to stockholders	Dividends paid to stockholders	(214,805)		(213,028)		Dividends paid to stockholders	(144,056)		(142,698)
Payments to settle employee tax obligations on exercise of share-based awards	Payments to settle employee tax obligations on exercise of share-based awards	(34,838)		(21,450)		Payments to settle employee tax obligations on exercise of share-based awards	(12,106)		(33,068)

Other	Other	(3,518)		(1,753)		Other	(1,525)		(2,785)
Net cash used in financing activities		(274,798)		(283,336)
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	45,265		(200,188)

Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(1,077)		(10,337)		Effect of exchange rate changes on cash and cash equivalents	(2,001)		2,418

Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	226,069		30,248		Net increase in cash and cash equivalents	129,867		88,284
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	513,075		397,253		Cash and cash equivalents at beginning of period	385,504		513,075
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	739,144	$	427,501	Cash and cash equivalents at end of period	$	515,371	$	601,359

See Notes to Condensed Consolidated Financial Statements

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1. Basis of Presentation

The accompanying unaudited interim Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim periods and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America ("GAAP") for complete financial statements. These unaudited interim Condensed Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes for Dover Corporation ("Dover" or the "Company") for the year ended December 31, ~~2020,~~2021, included in the Company's Annual Report on Form 10-K filed with the SEC on February ~~12, 2021.~~11, 2022. The year-end Condensed Consolidated Balance Sheet was derived from audited financial statements. ~~Certain amounts in the prior periods have been reclassified to conform to the current year presentation.~~

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

2. Revenue

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

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

Revenue from contracts with customers is disaggregated by segment and geographic location, as they best depict the nature and amount of the Company’s revenue. See Note 1716 — Segment Information for further details for revenue by segment and geographic location.

At ~~September~~June 30, ~~2021,~~2022, we estimated that ~~$260~~$287 million in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. We expect to recognize approximately ~~48%~~78% of our unsatisfied (or partially unsatisfied) performance obligations as revenue through ~~2022,~~2023, with the remaining balance to be recognized in ~~2023~~2024 and thereafter.

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

September 30, 2021 December 31, 2020 December 31, 2019
Contract assets $ 25,454 $ 15,020 $ 14,894
Contract liabilities - current 195,509 184,845 104,901
Contract liabilities - non-current 24,415 13,921 10,921

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


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

Contract assets	$	14,789	$	11,440	$	15,020
Contract liabilities - current	253,632		227,549		184,845
Contract liabilities - non-current	23,520		21,513		13,921

The revenue recognized during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 that was included in contract liabilities at the beginning of the period, inclusive of adjustments, amounted to ~~$155,255~~$157,175 and ~~$76,766,~~$139,891, respectively.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

3. Acquisitions

2022 Acquisitions

During the six months ended June 30, 2022, the Company completed 1 acquisition. On May 2, 2022, the Company acquired 100% of the voting stock of AMN DPI ("AMN"), a designer and manufacturer of polymer pelletizing tools, for $8,453, net of cash acquired. The AMN acquisition extends the Company's reach into polymer processing equipment production within the Pumps & Process Solutions segment. In connection with this acquisition, the Company recorded goodwill of $2,315 and intangible assets of $5,349, primarily related to customer intangibles. The goodwill recorded as a result of this acquisition reflects the benefits expected to be derived from product line expansions and operational synergies. The goodwill is non-deductible for U.S. income tax purposes for this acquisition.

2021 Acquisitions

During the ~~nine~~six months ended ~~September~~June 30, 2021, the Company acquired ~~six~~4 businesses in separate transactions for total consideration of ~~$178,556,~~$88,457, net of cash acquired and including contingent consideration. These businesses were acquired to complement and expand upon existing operations within the ~~Engineered Products,~~ Imaging & Identification, Pumps & Process Solutions, and Clean Energy & Fueling ~~Solutions~~ segments. The goodwill recorded as a result of these acquisitions represents the economic benefits expected to be derived from product line expansions and operational synergies. ~~Goodwill of $29,808 is deductible for income tax purposes and $81,561~~The goodwill is non-deductible for U.S. income tax purposes for these acquisitions.

On September 15, 2021, the Company acquired 100% of the voting stock of The Espy Corporation ("Espy"), a manufacturer of advanced electronic radio frequency sensor systems, for $60,611, net of cash acquired. The Espy acquisition strengthens the Company's offering of complete signal intelligence systems with integrated software within the Engineered Products segment. In connection with this acquisition, the Company recorded goodwill of $29,808 and intangible assets of $20,200, primarily related to customer intangibles. The Espy acquisition will be treated as an asset acquisition for U.S. income tax purposes, classifying the goodwill and intangibles as tax deductible.

On July 23, 2021, the Company acquired 100% of the voting stock of CDS Visual, Inc. ("CDS Visual"), a leading provider of 3D visualization solutions tailored for industrial applications, for $29,347, net of cash acquired. The CDS Visual acquisition extends the Company's reach of customer-facing digital capabilities within the Engineered Products segment. In connection with this acquisition, the Company recorded goodwill of $20,337 and intangible assets of $9,930, primarily related to technology.

On June 24, 2021, the Company acquired 100% of the voting stock of Blue Bite LLC ("Blue Bite"), a leading provider of consumer engagement and brand protection software solutions, for $29,035, net of cash acquired and including contingent consideration. The Blue Bite acquisition strengthens the Company's offering of product traceability and authentication solutions within the Imaging & Identification segment. In connection with this acquisition, the Company recorded goodwill of ~~$19,378~~$19,705 and intangible assets of $13,250, primarily related to technology.

On June 23, 2021, the Company acquired 100% of the voting stock of Quantex Arc Limited ("Quantex"), a leading provider of single-use, recyclable pumps, for $23,896, net of cash acquired and including contingent consideration. The Quantex acquisition enhances the offering of single-use pumps for biopharma and other hygienic applications within the Pumps & Process Solutions segment. In connection with this acquisition, the Company recorded goodwill of ~~$14,476~~$15,596 and intangible assets of $11,034, primarily related to patented technology.

On April 19, 2021, the Company acquired 100% of the voting stock of AvaLAN Wireless Systems, Incorporated ("AvaLAN"), a leading provider of secure wireless communications solutions for the convenience and fuel retail industry, for ~~$34,144,~~$34,003, net of cash acquired. The AvaLAN acquisition extends the Company's reach into the systems and software offering within the Clean Energy & Fueling ~~Solutions~~ segment. In connection with this acquisition, the Company recorded goodwill of ~~$26,679~~$26,495 and intangible assets of $14,630, primarily related to customer intangibles.

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

RegO

On December 28, 2021, the Company acquired 100% of the voting stock of ECI Holding Company, LLC ("RegO"), a provider of highly-engineered components and services that facilitate the production, storage, and distribution of cryogenic gases, for $626,620, net of cash acquired and inclusive of the impact of measurement period adjustments discussed below. In connection with this acquisition, the Company recorded goodwill of $158,212 deductible for income tax purposes and $121,616 non-deductible for income tax purposes. The Company also recorded intangible assets of $173,000 for customer intangibles, $40,000 for patents, and $21,000 for trademarks. The fair value of customer intangibles at the acquisition date was determined using the multi-period excess earnings method under the income approach. The fair value measurements of intangible assets are based on significant unobservable inputs and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include discounted future cash flows, customer attrition rates and discount rates. The fair value of assets acquired also includes trade receivables of $33,900. The gross amount is $34,606, of which $706 is expected to be uncollectible. The fair values of the assets acquired and liabilities assumed, and the related tax balances, are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change during the measurement period as the Company finalizes the valuations of the assets acquired and liabilities assumed, and the related tax balances.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

During the six months ended June 30, 2022, the Company recorded measurement period adjustments primarily related to its preliminary estimates of deferred taxes and changes in net working capital. These adjustments are based on facts and circumstances that existed as of the acquisition date which resulted in an increase in goodwill of $2,852.

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


	Total
Accounts receivable	$	33,900
Inventories	74,484
Other current assets	2,958
Property, plant and equipment	51,157
Goodwill	279,828
Intangible assets	234,000
Other assets and deferred charges	884
Current liabilities	(20,150)
Non-current liabilities	(30,441)
Net assets acquired	$	626,620

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


	Amount allocated		Useful life (in years)
Goodwill - tax deductible	$	158,212	na
Goodwill - non-deductible	121,616		na
Customer intangibles	173,000		15
Patents	40,000		12

Trademarks	21,000		16

	$	513,828

Acme Cryogenics

On December 16, 2021, the Company acquired 100% of the voting stock of Acme Cryo Intermediate Inc. ("Acme Cryogenics"), a provider of highly-engineered components and services that facilitate the production, storage, and distribution of cryogenic gases, for $292,285, net of cash acquired and inclusive of the impact of measurement period adjustments discussed below. In connection with this acquisition, the Company recorded goodwill of $169,685 non-deductible for income tax purposes. The Company also recorded intangible assets of $99,000 for customer intangibles, $21,800 for unpatented technology and $6,500 for trademarks. The fair value of customer intangibles at the acquisition date was determined using the multi-period excess earnings method under the income approach. The fair value measurements of intangible assets are based on significant unobservable inputs and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include discounted future cash flows, customer attrition rates and discount rates. The fair value of assets acquired also includes trade receivables of $14,143. The gross amount is $14,912, of which $769 is expected to be uncollectible. The fair values of the assets acquired and liabilities assumed, and the related tax balances, are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change during the measurement period as the Company finalizes the valuations of the assets acquired and liabilities assumed, and the related tax balances. During the six months ended June 30, 2022, the Company recorded measurement period adjustments primarily related to changes in net working capital. These adjustments are based on facts and circumstances that existed as of the acquisition date which resulted in an increase in goodwill of $476.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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


	Total
Current assets, net of cash acquired	$	~~12,343~~27,907
Property, plant and equipment	~~8,088~~8,640
Goodwill	~~111,369~~169,685
Intangible assets	~~69,044~~127,300
Other assets and deferred charges	~~4,104~~5,057
Current liabilities	~~(12,097)~~(9,085)
~~Other~~Non-current liabilities	~~(14,295)~~(37,219)
Net assets acquired	$	~~178,556~~292,285

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


		Amount allocated		Useful life (in years)				Amount allocated		Useful life (in years)
Goodwill - tax deductible		$	29,808	na

Goodwill - non-deductible	Goodwill - non-deductible	81,561		na			Goodwill - non-deductible	$	169,685	na
Customer intangibles	Customer intangibles	33,692		12	-	15	Customer intangibles	99,000		15

Unpatented technologies	Unpatented technologies	22,680		7	-	12	Unpatented technologies	21,800		12
Patents		6,006		9
Trademarks	Trademarks	6,666		15			Trademarks	6,500		16

		$	180,413					$	296,985

~~2020 Acquisitions~~

4. Inventories, net


	June 30, 2022		December 31, 2021
Raw materials	$	762,068	$	671,195
Work in progress	308,706		271,659
Finished goods	442,045		377,800
Subtotal	1,512,819		1,320,654
Less reserves	(131,212)		(129,559)
Total	$	1,381,607	$	1,191,095

~~During~~

5. Property, Plant and Equipment, net


	June 30, 2022		December 31, 2021
Land	$	63,198	$	63,656
Buildings and improvements	586,545		582,314
Machinery, equipment and other	1,844,918		1,816,473
Property, plant and equipment, gross	2,494,661		2,462,443
Accumulated depreciation	(1,530,881)		(1,505,133)
Property, plant and equipment, net	$	963,780	$	957,310

Depreciation expense totaled $36,573 and $36,045 for the ~~nine~~three months ended ~~September~~June 30, ~~2020,~~2022 and 2021, respectively. For the six months ended June 30, 2022 and 2021, depreciation expense totaled $74,385 and $74,239, respectively.

6. Credit Losses

The Company ~~acquired five businesses in separate transactions for total consideration~~is exposed to credit losses primarily through sales of ~~$258,674, net~~products and services. Due to the short-term nature of ~~cash acquired. These businesses were acquired to complement and expand upon existing operations within~~such receivables, the ~~Imaging & Identification, Engineered Products and Pumps & Process Solutions segments. The goodwill recorded as a result~~estimate of ~~these acquisitions represents the economic benefits expected to be derived from product line expansions and operational synergies. Goodwill in~~ the amount of ~~$33,183~~accounts receivable that may not be collected is ~~deductible for U.S. income tax purposes~~based on the aging of the accounts receivable balances and ~~goodwill in~~other historical and forward-looking information on the ~~amount~~financial condition of ~~$124,691 is non-deductible for U.S. income tax purposes for these acquisitions.~~customers. Balances are written off when determined to be uncollectible.

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

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

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

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

910

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

~~4. Disposed Operations~~

~~Management evaluates Dover's businesses periodically for their strategic fit within its operations and may from time to time sell or discontinue certain operations for various reasons.~~

~~2021~~

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

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

~~2020~~

On March 6, 2020, the Company completed the sale of the Chino, California branch of The AMS Group ("AMS Chino"), a wholly owned subsidiary of the Company. The Company recognized a net consideration of $15,400, which included a working capital adjustment recognized in the second quarter and paid in the third quarter of 2020. This sale resulted in a pre-tax gain on sale of $5,213 included within the Condensed Consolidated Statements of Earnings and within the Refrigeration & Food Equipment Segment for the nine months ended September 30, 2020. The sale did not represent a strategic shift that had a major effect on operations and financial results and, therefore, did not qualify for presentation as a discontinued operation.

~~5. Inventories, net~~
September 30, 2021 December 31, 2020
Raw materials $ 624,365 $ 497,604
Work in progress 232,264 152,360
Finished goods 333,021 304,760
Subtotal 1,189,650 954,724
Less reserves (133,819) (118,920)
Total $ 1,055,831 $ 835,804

~~6. Property, Plant and Equipment, net~~
September 30, 2021 December 31, 2020
Land $ 61,433 $ 60,287
Buildings and improvements 576,597 570,366
Machinery, equipment and other 1,817,417 1,772,772
Property, plant and equipment, gross 2,455,447 2,403,425
Accumulated depreciation (1,549,179) (1,506,099)
Property, plant and equipment, net $ 906,268 $ 897,326

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

~~Table of Contents~~

~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~7. Credit Losses~~

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

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

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


		2021		2020			2022		2021
Beginning Balance, December 31 of the Prior Year	Beginning Balance, December 31 of the Prior Year	$	40,474	$	29,381	Beginning Balance, December 31 of the Prior Year	$	40,126	$	40,474
Adoption of ASU 2016-13, cumulative-effect adjustment to retained earnings		—		2,706

Provision for expected credit losses, net of recoveries	Provision for expected credit losses, net of recoveries	4,744		10,248		Provision for expected credit losses, net of recoveries	(57)		2,209
Amounts written off charged against the allowance	Amounts written off charged against the allowance	(3,991)		(2,113)		Amounts written off charged against the allowance	(1,041)		(2,460)
Other, including dispositions and foreign currency translation		371		171
Ending balance, September 30		$	41,598	$	40,393
Other, including foreign currency translation						Other, including foreign currency translation	(1,640)		311
Ending balance, June 30						Ending balance, June 30	$	37,388	$	40,534

8.7. Goodwill and Other Intangible Assets

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

Engineered Products Fueling Solutions Imaging & Identification Pumps & Process Solutions Refrigeration & Food Equipment Total
Balance at December 31, 2020 $ 682,985 $ 940,973 $ 1,117,589 $ 786,280 $ 544,715 $ 4,072,542
Acquisitions 50,145 26,679 19,378 15,167 — 111,369
Purchase price adjustments — 1,314 (1,926) — — (612)
Foreign currency translation (5,037) (2,945) (16,561) (4,230) (680) (29,453)
Balance at September 30, 2021 $ 728,093 $ 966,021 $ 1,118,480 $ 797,217 $ 544,035 $ 4,153,846


	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Total
Balance at December 31, 2021	$	723,283	$	1,427,691	$	1,106,202	$	792,839	$	508,807	$	4,558,822
Acquisitions	—		—		—		2,315		—		2,315
Measurement period adjustments	51		3,491		(1,544)		—		—		1,998

Foreign currency translation	(9,990)		(30,913)		(26,778)		(12,875)		(1,128)		(81,684)
Balance at June 30, 2022	$	713,344	$	1,400,269	$	1,077,880	$	782,279	$	507,679	$	4,481,451

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company recognized additions of ~~$111,369~~$2,315 to goodwill as a result of ~~acquisitions~~an acquisition as discussed in Note 3 — Acquisitions. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company recorded ~~purchase price~~measurement period adjustments that ~~reduced~~increased goodwill by ~~$612,~~$1,998, principally related to deferred taxes and working capital adjustments for ~~2020~~2021 acquisitions within the Clean Energy & Fueling ~~Solutions~~ and Imaging & Identification segments.

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


	June 30, 2022						December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets:
Customer intangibles	$	1,796,305	$	942,681	$	853,624	$	1,829,492	$	909,776	$	919,716
Trademarks	258,892		124,256		134,636		263,367		116,633		146,734
Patents	203,314		141,449		61,865		205,910		140,327		65,583
Unpatented technologies	248,534		128,700		119,834		221,239		123,464		97,775
Distributor relationships	79,873		55,325		24,548		84,204		55,260		28,944
Drawings and manuals	25,757		25,757		—		27,792		27,303		489
Other	21,986		18,448		3,538		22,347		18,775		3,572
Total	2,634,661		1,436,616		1,198,045		2,654,351		1,391,538		1,262,813
Unamortized intangible assets:
Trademarks	96,581		—		96,581		96,709		—		96,709
Total intangible assets, net	$	2,731,242	$	1,436,616	$	1,294,626	$	2,751,060	$	1,391,538	$	1,359,522

For the three months ended June 30, 2022 and 2021, amortization expense was $38,718 and $35,474, respectively. For the six months ended June 30, 2022 and 2021, amortization expense was $79,909 and $71,086, respectively. Amortization expense is primarily comprised of acquisition-related intangible amortization. During the six months ended June 30, 2022, the Company acquired certain intellectual property assets related to electric refuse collection vehicles for approximately $29,750, including contingent consideration of up to $20,000. These assets were classified as unpatented technologies and included in the Engineered Products segment.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~The Company’s definite-lived and indefinite-lived intangible assets by major asset class were as follows:~~
September 30, 2021 December 31, 2020
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying Amount
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying Amount
Amortized intangible assets:
Customer intangibles $ 1,577,058 $ 900,659 $ 676,399 $ 1,559,771 $ 834,798 $ 724,973
Trademarks 238,121 115,076 123,045 233,205 103,907 129,298
Patents 167,966 143,855 24,111 163,299 141,182 22,117
Unpatented technologies 201,573 121,243 80,330 180,947 113,404 67,543
Distributor relationships 85,861 54,847 31,014 87,028 51,611 35,417
Drawings and manuals 28,233 27,136 1,097 29,198 26,193 3,005
Other 23,486 20,177 3,309 23,901 19,324 4,577
Total 2,322,298 1,382,993 939,305 2,277,349 1,290,419 986,930
Unamortized intangible assets:
Trademarks 96,780 — 96,780 96,842 — 96,842
Total intangible assets, net $ 2,419,078 $ 1,382,993 $ 1,036,085 $ 2,374,191 $ 1,290,419 $ 1,083,772

For the three months ended September 30, 2021 and 2020, amortization expense was $35,998 and $35,393, respectively, including acquisition-related intangible amortization of $35,587 and $34,797, respectively. For the nine months ended September 30, 2021 and 2020, amortization expense was $107,084 and $103,828, respectively, including acquisition-related intangible amortization of $105,808 and $102,443, respectively.

9.8. Restructuring Activities

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Engineered Products	Engineered Products	$	870	$	2,342	$	9,200	$	6,860	Engineered Products	$	524	$	4,339	$	981	$	8,330
Fueling Solutions		1,620		1,572		3,084		3,958
Clean Energy & Fueling										Clean Energy & Fueling	1,423		1,415		1,619		1,464
Imaging & Identification	Imaging & Identification	168		99		1,032		(167)		Imaging & Identification	344		174		1,535		864
Pumps & Process Solutions	Pumps & Process Solutions	639		1,719		1,526		10,271		Pumps & Process Solutions	1,476		904		2,161		887
Refrigeration & Food Equipment		1,293		534		4,637		3,307
Climate & Sustainability Technologies										Climate & Sustainability Technologies	159		2,283		5,875		3,344
Corporate	Corporate	200		474		1,182		2,136		Corporate	383		321		295		982
Total	Total	$	4,790	$	6,740	$	20,661	$	26,365	Total	$	4,309	$	9,436	$	12,466	$	15,871

These amounts are classified in the Condensed Consolidated Statements of Earnings as follows:	These amounts are classified in the Condensed Consolidated Statements of Earnings as follows:									These amounts are classified in the Condensed Consolidated Statements of Earnings as follows:
Cost of goods and services	Cost of goods and services	$	2,194	$	2,710	$	10,940	$	11,809	Cost of goods and services	$	1,037	$	4,839	$	1,244	$	8,746
Selling, general and administrative expenses	Selling, general and administrative expenses	2,596		4,030		9,721		14,556		Selling, general and administrative expenses	3,272		4,597		11,222		7,125
Total	Total	$	4,790	$	6,740	$	20,661	$	26,365	Total	$	4,309	$	9,436	$	12,466	$	15,871

The restructuring expenses of ~~$4,790~~ $4,309 and $~~20,661~~12,466 incurred during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 were primarily the result of restructuring programs initiated in ~~2020~~2021 and ~~2021~~2022 in response to demand conditions ~~asset charges related to a product line exit~~ and broad-based operational efficiency initiatives focusing on footprint consolidation and IT centralization. ~~Additional programs, beyond the scope of the announced programs, may be implemented during 2021 with related restructuring charges.~~

The ~~$4,790~~$4,309 of restructuring charges incurred during the ~~third~~second quarter of ~~2021~~2022 primarily included the following items:

•The Engineered Products segment recorded ~~$870~~$524 of restructuring charges related ~~principally~~primarily to ~~asset~~headcount reductions and exit costs.

•The Clean Energy & Fueling segment recorded $1,423 of restructuring charges primarily due to headcount reductions and exit costs.

•The Imaging & Identification segment recorded $344 of restructuring charges related primarily to ~~a product line exit.~~headcount reductions and asset charges.

•The Pumps & Process Solutions segment recorded $1,476 of restructuring charges related primarily to headcount reductions.

•The Climate & Sustainability Technologies segment recorded $159 of restructuring charges related primarily to headcount reductions.

•Corporate recorded $383 of restructuring charges related primarily to simplification of organizational structure and headcount reductions.

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


	Severance		Exit			Total
Balance at December 31, 2021	$	10,730	$	3,067		$	13,797
Restructuring charges	3,838		8,628		(1)	12,466
Payments	(6,837)		(1,941)			(8,778)


Other, including foreign currency translation	(226)		(7,075)		(1)	(7,301)
Balance at June 30, 2022	$	7,505	$	2,679		$	10,184

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

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

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

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

Severance Exit Total
Balance at December 31, 2020 $ 10,547 $ 4,366 $ 14,913
Restructuring charges 7,933 12,728 20,661
Payments (9,625) (4,500) (14,125)
Other, including foreign currency translation (190) (9,342) (1) (9,532)
Balance at September 30, 2021 $ 8,665 $ 3,252 $ 11,917

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

~~10.~~9. Borrowings

Borrowings consisted of the following:

Carrying amount (1)
Principal September 30, 2021 December 31, 2020
Long-term
3.15% 10-year notes due November 15, 2025 $ 400,000 $ 397,221 $ 396,716
1.25% 10-year notes due November 9, 2026 (euro-denominated) € 600,000 697,073 724,310
0.750% 8-year notes due November 4, 2027 (euro denominated) € 500,000 580,355 603,107
6.65% 30-year debentures due June 1, 2028 $ 200,000 199,331 199,255
2.950% 10-year notes due November 4, 2029 $ 300,000 296,934 296,650
5.375% 30-year debentures due October 15, 2035 $ 300,000 296,497 296,309
6.60% 30-year notes due March 15, 2038 $ 250,000 248,137 248,053
5.375% 30-year notes due March 1, 2041 $ 350,000 344,636 344,429
Total long-term debt $ 3,060,184 $ 3,108,829


	June 30, 2022		December 31, 2021
Short-term:
Short-term borrowings	$	654	$	702
Commercial paper	393,000		105,000
Notes payable	$	393,654	$	105,702


			Carrying amount (1)
	Principal		June 30, 2022		December 31, 2021
Long-term
3.15% 10-year notes due November 15, 2025	$	400,000	$	397,726	$	397,389
1.25% 10-year notes due November 9, 2026 (euro-denominated)	€	600,000	628,695		674,217
0.750% 8-year notes due November 4, 2027 (euro denominated)	€	500,000	523,329		561,293
6.65% 30-year debentures due June 1, 2028	$	200,000	199,406		199,356
2.950% 10-year notes due November 4, 2029	$	300,000	297,218		297,029
5.375% 30-year debentures due October 15, 2035	$	300,000	296,684		296,559
6.60% 30-year notes due March 15, 2038	$	250,000	248,222		248,166
5.375% 30-year notes due March 1, 2041	$	350,000	344,844		344,705



Total long-term debt			$	2,936,124	$	3,018,714

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

$~~15.8~~13.7 million and ~~$17.6~~$15.1 million as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. Total deferred debt issuance costs were ~~$13.0~~$11.6 million and ~~$14.4~~$12.5 million as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

During the six months ended June 30, 2022, commercial paper borrowings increased $288,000. The borrowings outstanding under the commercial paper program had a weighted average annual interest rate of 1.90% and 0.38% as of June 30, 2022 and December 31, 2021, respectively.

As of ~~September~~June 30, ~~2021,~~2022, the Company maintained a $1.0 billion five-year unsecured revolving credit facility (the "Credit Agreement") with a syndicate of banks which expires on October 4, 2024. The Company uses the Credit Agreement principally as liquidity back-up for its commercial paper program and for general corporate purposes. At the Company's election, loans under the Credit Agreement will bear interest at a base rate plus an applicable margin. The Credit Agreement requires the Company to pay a facility fee and imposes various restrictions on the Company such as, among other things, a requirement to maintain a minimum interest coverage ratio of consolidated EBITDA to consolidated net interest expense of not less than 3.0 to 1. ~~The Company uses~~As of June 30, 2022 and December 31, 2021, there were no borrowings under the Credit ~~Agreement principally as liquidity back-up for its commercial paper program and for general corporate purposes.~~Agreement.

The Company was in compliance with all covenants in the Credit Agreement and other long-term debt covenants at ~~September~~June 30, ~~2021~~2022 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of ~~14.9~~17.8 to 1.

Letters of Credit and other Guarantees

As of ~~September~~June 30, ~~2021,~~2022, the Company had approximately ~~$154.8~~$166 million outstanding in letters of credit, surety bonds, and performance and other guarantees which expire on various dates through ~~2029.~~2039. These letters of credit and bonds are primarily issued as security for insurance, warranty and other performance obligations. In general, we would only be liable for the amount of these guarantees in the event of default in the performance of our obligations.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~11.~~10. Financial Instruments

Derivatives

The Company is exposed to market risk for changes in foreign currency exchange rates due to the global nature of its operations and certain commodity risks. In order to manage these risks, the Company has hedged portions of its forecasted sales and purchases to occur within the next twelve months that are denominated in non-functional currencies, with currency forward contracts designated as cash flow hedges. At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had contracts with total notional amounts of ~~$178,702~~$173,852 and ~~$173,674,~~$180,929, respectively, to exchange currencies, principally ~~Euro, Pound Sterling,~~euro, pound sterling, Swedish ~~Krona,~~krona, Canadian dollar, Chinese ~~Yuan, Canadian Dollar,~~yuan, and Swiss ~~Franc.~~franc. The Company believes it is probable that all forecasted cash flow transactions will occur.

In addition, the Company had outstanding contracts with a total notional amount of ~~$90,088~~$112,640 and ~~$73,755~~$108,736 as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, 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 ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 and the balance sheet lines in which they are recorded:


		Fair Value Asset (Liability)						Fair Value Asset (Liability)
		September 30, 2021		December 31, 2020		Balance Sheet Caption		June 30, 2022		December 31, 2021		Balance Sheet Caption
Foreign currency forward	Foreign currency forward	$	1,701	$	2,325	Prepaid and other current assets	Foreign currency forward	$	2,095	$	2,825	Prepaid and other current assets
Foreign currency forward	Foreign currency forward	(166)		(2,057)		Other accrued expenses	Foreign currency forward	(1,659)		(433)		Other accrued expenses

For a cash flow hedge, the change in estimated fair value of a hedging instrument is recorded in accumulated other comprehensive (loss) earnings as a separate component of the Condensed Consolidated Statements of Stockholders' Equity and is reclassified into revenues, ~~and~~ cost of goods and services, 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~~€500,000 and ~~€500,000~~€600,000 of euro-denominated notes issued November ~~9, 2016~~4, 2019 and November ~~4, 2019,~~9, 2016, respectively, as hedges of a portion of its net investment in euro-denominated operations. Changes in the value of the euro-denominated debt are recognized in foreign currency translation adjustments within other comprehensive earnings of the Condensed Consolidated Statements of Comprehensive Earnings to offset changes in the value of the net investment in euro-denominated operations.

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Gain (loss) on euro-denominated debt	Gain (loss) on euro-denominated debt	$	24,032	$	(45,379)	$	51,571	$	(58,659)	Gain (loss) on euro-denominated debt	$	46,742	$	(18,894)	$	84,490	$	27,539
Tax (expense) benefit	Tax (expense) benefit	(5,446)		9,872		(11,669)		12,761		Tax (expense) benefit	(10,539)		4,269		(18,970)		(6,223)
Net gain (loss) on net investment hedges, net of tax	Net gain (loss) on net investment hedges, net of tax	$	18,586	$	(35,507)	$	39,902	$	(45,898)	Net gain (loss) on net investment hedges, net of tax	$	36,203	$	(14,625)	$	65,520	$	21,316

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Fair Value Measurements

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

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

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

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

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020:~~2021:

September 30, 2021 December 31, 2020
Level 2 Level 2
Assets:
Foreign currency cash flow hedges $ 1,701 $ 2,325
Liabilities:
Foreign currency cash flow hedges 166 2,057

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


	June 30, 2022		December 31, 2021
	Level 2			Level 2
Assets:
Foreign currency cash flow hedges	$	2,095		$	2,825
Liabilities:
Foreign currency cash flow hedges	1,659			433

The estimated fair value of long-term debt at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021, was ~~$3,520,716~~$2,879,335 and ~~$3,635,673,~~$3,440,501, respectively. The estimated fair value of long-term debt is based on quoted market prices for similar instruments and is, therefore, classified as Level 2 within the fair value hierarchy.

The carrying values of cash and cash equivalents, trade receivables, accounts payable and notes payable are reasonable estimates of their fair values as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 due to the short-term nature of these instruments.

~~12.~~11. Income Taxes

The effective tax rates for the three months ended ~~September~~June 30, 2022 and 2021 ~~and 2020~~ were ~~19.5%~~13.6% and ~~20.2%~~18.2%, respectively. The decrease in the effective tax rate for the three months ended ~~September~~June 30, ~~2021~~2022 relative to the prior comparable period was primarily driven by favorable audit ~~settlements.~~resolutions, including $22.6 million related to the Tax Cuts and Jobs Act.

The effective tax rates for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 were 15.6% and ~~2020 were 19.0% and 19.3%~~18.8%, respectively. The decrease in the effective tax rate for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 relative to the prior year comparable period was primarily driven by favorable audit ~~settlements.~~resolutions, including $22.6 million related to the Tax Cuts and Jobs Act.

Dover and its subsidiaries file tax returns in the U.S., including various state and local returns, and in other foreign jurisdictions. We believe adequate provision has been made for all income tax uncertainties. The Company is routinely audited by taxing authorities in its filing jurisdictions, and a number of these audits are currently underway. The Company believes that within the next twelve months uncertain tax positions may be resolved and statutes of limitations will expire, which could result in a decrease in the gross amount of unrecognized tax benefits of approximately zero to ~~$9.7~~$4.5 million.

12. Equity Incentive Program

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

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~13. Equity Incentive Program~~

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

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

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


		SARs					SARs
		2021		2020			2022		2021
Risk-free interest rate	Risk-free interest rate	0.59	%	1.44	%	Risk-free interest rate	1.86	%	0.59	%
Dividend yield	Dividend yield	1.62	%	1.65	%	Dividend yield	1.25	%	1.62	%
Expected life (years)	Expected life (years)	5.5		5.5		Expected life (years)	5.4		5.5
Volatility	Volatility	30.49	%	22.76	%	Volatility	29.46	%	30.49	%

Grant price	Grant price	$122.73		$119.86		Grant price	$160.21		$122.73
Fair value per share at date of grant	Fair value per share at date of grant	$29.08		$22.54		Fair value per share at date of grant	$42.07		$29.08

The performance share awards granted in ~~2021~~2022 and ~~2020~~2021 are market condition awards as attainment is based on Dover's performance relative to its peer group (companies listed under the S&P 500 Industrials sector) for the relevant performance period. The performance period and vesting period for these awards is three years. These awards were valued on the date of grant using the Monte Carlo simulation model (a binomial lattice-based valuation model) and are generally recognized ratably over the vesting period, and the fair value is not subject to change based on future market conditions. The assumptions used in determining the fair value of the performance shares granted in the respective periods were as follows:


		Performance Shares					Performance Shares
		2021		2020			2022		2021
Risk-free interest rate	Risk-free interest rate	0.19	%	1.40	%	Risk-free interest rate	1.68	%	0.19	%
Dividend yield	Dividend yield	1.62	%	1.65	%	Dividend yield	1.25	%	1.62	%
Expected life (years)	Expected life (years)	2.9		2.9		Expected life (years)	2.9		2.9
Volatility	Volatility	31.90	%	23.30	%	Volatility	31.10	%	31.90	%

Grant price	Grant price	$122.73		$119.86		Grant price	$160.21		$122.73
Fair value per share at date of grant	Fair value per share at date of grant	$148.29		$165.71		Fair value per share at date of grant	$196.40		$148.29

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.~~grant, which was $160.21 and $122.73 for RSUs granted in 2022 and 2021, respectively.

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Pre-tax stock-based compensation expense	Pre-tax stock-based compensation expense	$	6,660	$	7,371	$	25,053	$	15,591	Pre-tax stock-based compensation expense	$	7,218	$	6,872	$	18,331	$	18,393
Tax benefit	Tax benefit	(576)		(854)		(2,357)		(1,822)		Tax benefit	(731)		(559)		(1,846)		(1,781)
Total stock-based compensation expense, net of tax	Total stock-based compensation expense, net of tax	$	6,084	$	6,517	$	22,696	$	13,769	Total stock-based compensation expense, net of tax	$	6,487	$	6,313	$	16,485	$	16,612

~~The increase~~

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in stock-based compensation expense for the nine months ended September 30, 2021 compared to the prior comparable period was primarily due to plan amendments made in the current year, which accelerated the vesting of shares awarded to retirement-eligible employees, as well as lower performancethousands except share ~~attainment rates in the prior year.~~data and where otherwise indicated) (Unaudited)

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

Litigation

Certain of the Company’s subsidiaries are involved in legal proceedings relating to the cleanup of waste disposal sites identified under federal and state statutes that provide for the allocation of such costs among "potentially responsible parties." In each instance, the extent of the Company’s liability appears to be very small in relation to the total projected expenditures and the number of other "potentially responsible parties" involved, and is anticipated to be immaterial to the Company. In addition, certain of the Company’s subsidiaries are involved in ongoing remedial activities at certain current and former plant sites, in cooperation with regulatory agencies, and appropriate estimated liabilities have been established. At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020, the Company had~~2021, these estimated liabilities ~~totaling $29,887 and $30,431, respectively,~~ for environmental and other matters, including private party claims for exposure to hazardous substances that are probable and ~~estimable.~~estimable, were not material.

The Company and certain of its subsidiaries are also parties to a number of other legal proceedings incidental to their businesses. These proceedings primarily involve claims by private parties alleging injury arising out of use of the Company’s products, patent infringement, employment matters, and commercial disputes. Management and legal counsel, at least quarterly, review the probable outcome of such proceedings, the costs and expenses reasonably expected to be incurred and currently accrued to-date, and the availability and extent of insurance coverage. The Company has estimated liabilities for legal matters that are probable and estimable, and at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, these estimated liabilities were not ~~significant.~~material. While it is not possible at this time to predict the outcome of these legal actions, in the opinion of management, based on the aforementioned reviews, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, could have a material effect on its financial position, results of operations, or cash flows.

Warranty Accruals

Estimated warranty program claims are provided for at the time of sale of the Company's products. Amounts provided for are based on historical costs and adjusted for new claims and are included within other accrued expenses and other liabilities in the Condensed Consolidated Balance Sheet. The changes in the carrying amount of product warranties through ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, were as follows:


		2021		2020			2022		2021
Beginning Balance, December 31 of the Prior Year	Beginning Balance, December 31 of the Prior Year	$	51,088	$	49,116	Beginning Balance, December 31 of the Prior Year	$	48,568	$	51,088
Provision for warranties	Provision for warranties	53,747		42,647		Provision for warranties	31,112		34,900
Settlements made	Settlements made	(50,350)		(44,396)		Settlements made	(30,955)		(34,424)
Other adjustments, including acquisitions and currency translation	Other adjustments, including acquisitions and currency translation	(1,301)		129		Other adjustments, including acquisitions and currency translation	(721)		(528)
Ending balance, September 30		$	53,184	$	47,496
Ending balance, June 30						Ending balance, June 30	$	48,004	$	51,036

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~15.~~14. Employee Benefit Plans

Retirement Plans

The Company sponsors qualified defined benefit pension plans covering certain employees of the Company and its subsidiaries, although the U.S. qualified and non-qualified defined benefit plans are closed to new entrants. The plans’ benefits are generally based on years of service and employee compensation. The Company also provides to certain management employees, through non-qualified plans, supplemental retirement benefits in excess of qualified plan limits imposed by federal tax law.

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

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Qualified Defined Benefits


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended June 30,								Six Months Ended June 30,
		U.S. Plan				Non-U.S. Plans				U.S. Plan				Non-U.S. Plans					U.S. Plan				Non-U.S. Plans				U.S. Plan				Non-U.S. Plans
		2021		2020		2021		2020		2021		2020		2021		2020			2022		2021		2022		2021		2022		2021		2022		2021
Service cost	Service cost	$	1,784	$	1,706	$	1,398	$	1,366	$	5,351	$	5,118	$	4,238	$	3,954	Service cost	$	1,426	$	1,784	$	1,173	$	1,397	$	2,852	$	3,567	$	2,394	$	2,839
Interest cost	Interest cost	3,401		4,068		674		839		10,204		12,204		2,036		2,460		Interest cost	3,437		3,401		846		695		6,873		6,803		1,730		1,363
Expected return on plan assets	Expected return on plan assets	(7,245)		(7,869)		(1,793)		(1,719)		(21,735)		(23,607)		(5,412)		(5,033)		Expected return on plan assets	(7,276)		(7,245)		(1,815)		(1,820)		(14,552)		(14,490)		(3,706)		(3,619)
Amortization:	Amortization:																	Amortization:
Prior service cost (credit)	Prior service cost (credit)	53		57		(163)		(126)		159		170		(494)		(365)		Prior service cost (credit)	28		53		(130)		(162)		55		106		(264)		(330)
Recognized actuarial loss	Recognized actuarial loss	2,503		1,884		979		777		7,509		5,652		2,968		2,253		Recognized actuarial loss	575		2,503		436		989		1,150		5,006		894		1,989

Net periodic expense (income)		$	496	$	(154)	$	1,095	$	1,137	$	1,488	$	(463)	$	3,336	$	3,269
Net periodic (income) expense																		Net periodic (income) expense	$	(1,810)	$	496	$	510	$	1,099	$	(3,622)	$	992	$	1,048	$	2,242

Non-Qualified Supplemental Benefits


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Service cost	Service cost	$	390	$	318	$	1,171	$	954	Service cost	$	357	$	390	$	713	$	781
Interest cost	Interest cost	308		441		924		1,324		Interest cost	304		308		608		616
Amortization:	Amortization:									Amortization:
Prior service cost	Prior service cost	383		424		1,148		1,271		Prior service cost	373		383		745		766
Recognized actuarial gain	Recognized actuarial gain	(418)		(464)		(1,254)		(1,393)		Recognized actuarial gain	(504)		(418)		(1,008)		(836)

Net periodic expense	Net periodic expense	$	663	$	719	$	1,989	$	2,156	Net periodic expense	$	530	$	663	$	1,058	$	1,327

Defined Contribution Retirement Plans

The Company also offers defined contribution retirement plans which cover the majority of its U.S. employees, as well as employees in certain other countries. The related expense is recognized within selling, general and administrative expenses and cost of goods and services, depending on the functional area of the underlying employees included in the plans. The Company’s expense relating to defined contribution plans was ~~$15,001~~$14,584 and ~~$12,530~~$16,052 for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$46,114~~$32,257 and ~~$39,071~~$31,113 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~16.~~15. Other Comprehensive Earnings

Amounts reclassified from accumulated other comprehensive loss to earnings during the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 were as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021

Foreign currency translation:										Foreign currency translation:
Reclassification of foreign currency translation losses to earnings for the substantial liquidation of businesses										Reclassification of foreign currency translation losses to earnings for the substantial liquidation of businesses	$	—	$	—	$	5,915	$	—
Tax benefit										Tax benefit	—		—		—		—
Net of tax										Net of tax	$	—	$	—	$	5,915	$	—
Pension plans:	Pension plans:									Pension plans:
Amortization of actuarial losses	Amortization of actuarial losses	$	3,064	$	2,194	$	9,223	$	6,501	Amortization of actuarial losses	$	499	$	3,074	$	1,020	$	6,159
Amortization of prior service costs	Amortization of prior service costs	274		358		823		1,086		Amortization of prior service costs	274		277		542		548

Total before tax	Total before tax	3,338		2,552		10,046		7,587		Total before tax	773		3,351		1,562		6,707
Tax benefit	Tax benefit	(771)		(421)		(2,320)		(1,408)		Tax benefit	(202)		(774)		(410)		(1,548)
Net of tax	Net of tax	$	2,567	$	2,131	$	7,726	$	6,179	Net of tax	$	571	$	2,577	$	1,152	$	5,159
Cash flow hedges:	Cash flow hedges:									Cash flow hedges:
Net (gains) losses reclassified into earnings		$	(267)	$	(266)	$	(3,977)	$	402
Tax provision (benefit)		61		56		900		(84)
Net gains reclassified into earnings										Net gains reclassified into earnings	$	(1,345)	$	(1,877)	$	(3,374)	$	(3,710)
Tax provision										Tax provision	300		417		753		839
Net of tax	Net of tax	$	(206)	$	(210)	$	(3,077)	$	318	Net of tax	$	(1,045)	$	(1,460)	$	(2,621)	$	(2,871)

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.

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

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

~~17.~~16. Segment Information

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

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

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

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

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

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Revenue:	Revenue:									Revenue:
Engineered Products	Engineered Products	$	447,798	$	386,562	$	1,318,016	$	1,137,102	Engineered Products	$	514,436	$	442,091	$	1,002,083	$	870,218
Fueling Solutions		410,561		380,511		1,237,281		1,066,988
Clean Energy & Fueling										Clean Energy & Fueling	494,075		437,042		952,470		826,720
Imaging & Identification	Imaging & Identification	292,535		265,690		870,939		750,432		Imaging & Identification	275,951		294,076		548,206		578,404
Pumps & Process Solutions	Pumps & Process Solutions	438,240		347,875		1,261,318		976,506		Pumps & Process Solutions	441,127		428,701		876,322		823,078
Refrigeration & Food Equipment		429,425		368,395		1,232,008		973,835
Intra-segment eliminations		(290)		(777)		(1,716)		(1,493)
Climate & Sustainability Technologies										Climate & Sustainability Technologies	434,164		430,506		833,242		802,583
Intersegment eliminations										Intersegment eliminations	(1,038)		(740)		(1,707)		(1,426)
Total consolidated revenue	Total consolidated revenue	$	2,018,269	$	1,748,256	$	5,917,846	$	4,903,370	Total consolidated revenue	$	2,158,715	$	2,031,676	$	4,210,616	$	3,899,577
Net earnings:	Net earnings:									Net earnings:
Segment earnings (EBIT): (1)
Segment earnings:										Segment earnings:
Engineered Products ~~(2)~~	Engineered Products ~~(2)~~	$	71,717	$	64,890	$	203,216	$	181,686	Engineered Products ~~(2)~~	$	81,671	$	71,255	$	152,801	$	147,939
Fueling Solutions		65,593		66,601		210,828		167,313
Clean Energy & Fueling										Clean Energy & Fueling	99,034		93,430		171,996		173,002
Imaging & Identification	Imaging & Identification	63,419		51,928		181,158		141,456		Imaging & Identification	61,392		66,565		119,990		130,183
Pumps & Process Solutions	Pumps & Process Solutions	142,414		89,786		404,691		223,567		Pumps & Process Solutions	138,048		146,759		284,665		275,654
Refrigeration & Food Equipment(3)		42,841		40,159		129,929		75,147
Total segment earnings (EBIT)		385,984		313,364		1,129,822		789,169
Climate & Sustainability Technologies										Climate & Sustainability Technologies	64,181		56,905		117,790		100,380
Total segment earnings										Total segment earnings	444,326		434,914		847,242		827,158
Purchase accounting expenses (1)										Purchase accounting expenses (1)	47,019		35,162		100,305		70,678
Restructuring and other costs (2)										Restructuring and other costs (2)	7,944		10,779		18,496		14,941
Loss on dispositions (3)										Loss on dispositions (3)	—		—		194		—
Corporate expense / other (4)	Corporate expense / other (4)	33,498		35,603		112,880		87,011		Corporate expense / other (4)	27,967		39,910		65,371		77,083
Interest expense	Interest expense	26,433		27,724		79,917		83,703		Interest expense	26,989		26,661		53,541		53,484
Interest income	Interest income	(1,466)		(960)		(3,088)		(2,871)		Interest income	(949)		(942)		(1,724)		(1,622)
Earnings before provision for income taxes	Earnings before provision for income taxes	327,519		250,997		940,113		621,326		Earnings before provision for income taxes	335,356		323,344		611,059		612,594
Provision for income taxes	Provision for income taxes	63,763		50,697		179,080		119,981		Provision for income taxes	45,738		58,836		95,288		115,317
Net earnings	Net earnings	$	263,756	$	200,300	$	761,033	$	501,345	Net earnings	$	289,618	$	264,508	$	515,771	$	497,277

(1)~~Segment earnings (EBIT) includes non-operating income~~ Purchase accounting expenses are primarily comprised of amortization of intangible assets and ~~expense directly attributable~~charges related to fair value step-ups for acquired inventory sold during the ~~segments. Non-operating income and expense includes gain on sale of a business and other income, net.~~period.

(2) ~~Q3 2021 includes a $9,078 payment received~~Restructuring and other costs relate to actions taken for ~~previously incurred restructuring costs related to a~~employee reductions, facility consolidations and site closures, product line ~~exit.~~exits, and other asset charges. Restructuring and other costs consist of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Restructuring	$	4,309	$	9,436	$	12,466	$	15,871
Other costs (benefits), net	3,635		1,343		6,030		(930)
Restructuring and other costs	$	7,944	$	10,779	$	18,496	$	14,941

(3) ~~The three and nine months ended September 30, 2020 include a $557 expense and a $5,213 gain~~Loss on ~~the sale of AMS Chino, respectively. The nine months ended September 30, 2020 also include a $3,640 write-off of assets.~~disposition includes working capital adjustments related to dispositions.

(4) Certain expenses are maintained at the corporate level and not allocated to the segments. These expenses include executive and functional compensation costs, non-service pension costs, non-operating insurance expenses, shared business services overhead costs, ~~deal related~~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 ~~customer:~~customers:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,						Six Months Ended June 30,
Revenue by geography	Revenue by geography	2021		2020		2021		2020		Revenue by geography	2022		2021				2022		2021
United States	United States	$	1,108,513	$	952,548	$	3,235,542	$	2,762,187	United States	$	1,253,061	$	1,091,015			$	2,404,561	$	2,127,029
Europe	Europe	452,066		383,867		1,356,435		1,065,109		Europe	458,263		459,074				905,828		904,369
Asia	Asia	222,366		207,474		650,481		525,758		Asia	229,116		236,008				458,502		428,115
Other Americas	Other Americas	166,230		138,060		468,298		380,104		Other Americas	149,728		171,891				301,320		302,068
Other	Other	69,094		66,307		207,090		170,212		Other	68,547		73,688				140,405		137,996
Total	Total	$	2,018,269	$	1,748,256	$	5,917,846	$	4,903,370	Total	$	2,158,715	$	2,031,676	$	—	$	4,210,616	$	3,899,577

~~18.~~17. Share Repurchases

In November 2020, the Company's Board of Directors approved a new standing share repurchase authorization, whereby the Company may repurchase up to 20 million shares beginning on January 1, 2021 through December 31, 2023. This share repurchase authorization replaced the February 2018 share repurchase authorization.

In the ~~nine~~three and six months ended ~~September~~June 30, ~~2021~~2022, the Company repurchased ~~182,951~~641,428 shares of common stock at a total cost of $85,000, or $132.52 per share. In the first quarter of 2021, ~~$21,637~~t,he Company repurchased 182,951 shares of common stock at a total cost of $21,637, or $118.27 per share. There were no repurchases during the three months ended ~~September~~June 30, 2021. ~~In the~~ ~~nine~~

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

As of ~~September~~June 30, ~~2021, 19,817,049~~2022, 19,175,621 shares remain authorized for repurchase under the November 2020 share repurchase authorization.

~~19.~~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 September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021

Net earnings	Net earnings	$	263,756	$	200,300	$	761,033	$	501,345	Net earnings	$	289,618	$	264,508	$	515,771	$	497,277
Basic earnings per common share:	Basic earnings per common share:									Basic earnings per common share:

Net earnings	Net earnings	$	1.83	$	1.39	$	5.29	$	3.48	Net earnings	$	2.01	$	1.84	$	3.58	$	3.46

Weighted average shares outstanding	Weighted average shares outstanding	143,976,000		144,032,000		143,895,000		144,082,000		Weighted average shares outstanding	143,832,000		143,941,000		143,959,000		143,854,000
Diluted earnings per common share:	Diluted earnings per common share:									Diluted earnings per common share:

Net earnings	Net earnings	$	1.81	$	1.38	$	5.24	$	3.45	Net earnings	$	2.00	$	1.82	$	3.56	$	3.43

Weighted average shares outstanding	Weighted average shares outstanding	145,440,000		145,289,000		145,220,000		145,313,000		Weighted average shares outstanding	144,669,000		145,118,000		144,998,000		145,040,000

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


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended June 30,		Six Months Ended June 30,
		2021	2020	2021	2020		2022	2021	2022	2021
Weighted average shares outstanding - Basic	Weighted average shares outstanding - Basic	143,976,000	144,032,000	143,895,000	144,082,000	Weighted average shares outstanding - Basic	143,832,000	143,941,000	143,959,000	143,854,000
Dilutive effect of assumed exercise of SARs and vesting of performance shares and RSUs	Dilutive effect of assumed exercise of SARs and vesting of performance shares and RSUs	1,464,000	1,257,000	1,325,000	1,231,000	Dilutive effect of assumed exercise of SARs and vesting of performance shares and RSUs	837,000	1,177,000	1,039,000	1,186,000
Weighted average shares outstanding - Diluted	Weighted average shares outstanding - Diluted	145,440,000	145,289,000	145,220,000	145,313,000	Weighted average shares outstanding - Diluted	144,669,000	145,118,000	144,998,000	145,040,000

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.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The weighted average number of anti-dilutive potential common shares excluded from the calculation above were approximately ~~1,000~~6,000 and ~~36,000~~0 for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~57,000~~32,000 and ~~95,000~~34,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

~~20.~~19. Recent Accounting Pronouncements

Recently Adopted Accounting Standards

In ~~March 2020 and January~~October 2021, the FASB issued ASU ~~No. 2020-04, Reference Rate Reform~~2021-08 Business Combinations (Topic ~~848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~805) - Accounting for Contract Assets and ASU 2021-01, Reference Rate Reform, Scope, respectively. These updates provide optional guidance for a limited time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform, including expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.Contract Liabilities from Contracts with Customers. The amendments in ~~these updates are elective~~this update require that an acquirer recognize and ~~are effective upon issuance for all entities.~~measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts. The Company early adopted the guidance during the ~~third~~first quarter of ~~2021.~~2022. Prior to adoption, the acquirer recognized such contract assets and contract liabilities at fair value on the acquisition date. The adoption did not have a material impact on the Company's Condensed Consolidated Financial Statements.

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~21.~~20. Subsequent Events

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

~~On October 15, 2021,~~July 1, 2022, the Company completed the acquisition of ~~LIQAL B.V~~Malema Engineering Corporation ("~~LIQAL"~~Malema"), a ~~turn-key supplier~~designer and manufacturer of ~~liquified natural gas~~flow measurement and ~~hydrogen refueling equipment~~control instruments serving customers in the biopharmaceutical, semiconductor and ~~solutions and micro-liquefaction solutions,~~industrial sectors, for approximately ~~€20 million, plus potential~~$224,000, subject to customary post-closing adjustments, and contingent ~~consideration. LIQAL will be included~~consideration of up to $50,000. At the closing of the transaction, the Company acquired 99.7% of the equity interests in the ~~Fueling~~Malema group. The acquisition of the remaining equity interests is expected to occur during the third quarter. The Malema acquisition expands the Company's biopharma single-use production offering within the Pumps & Process Solutions segment.

The initial accounting for the Malema acquisition is incomplete as a result of the timing of the acquisition. Accordingly, it is impracticable for us to make certain business combination disclosures such as the estimated fair values of assets and liabilities acquired and the amount of goodwill expected to be deductible for tax purposes.

2223

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

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

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

OVERVIEW

Dover is a diversified global manufacturer and solutions provider delivering innovative equipment and components, consumable supplies, aftermarket parts, software and digital solutions, and support services through five operating segments: Engineered Products, Clean Energy & Fueling, ~~Solutions,~~ Imaging & Identification, Pumps & Process Solutions, and ~~Refrigeration~~Climate & ~~Food Equipment.~~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 ~~is a provider of~~provides a wide range of ~~products,~~equipment, components, software, solutions and services ~~that have broad customer applications across a number of markets, including~~for vehicle aftermarket, ~~vehicle service, solid~~ waste handling, industrial automation, aerospace and defense, industrial winch and hoist, and fluid ~~dispensing.~~dispensing end-markets.

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

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

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

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

In the ~~third~~second quarter of ~~2021,~~2022, revenue was ~~$2.0~~$2.2 billion, which increased ~~$270.0~~$127.0 million, or ~~15.4%~~6.3%, as compared to the ~~third~~second quarter of ~~2020.~~2021. This was driven by organic revenue growth of ~~13.2%~~7.5% and acquisition-related revenue growth of 4.1%, ~~a favorable~~partially offset by an unfavorable impact from foreign currency translation of ~~1.1%,~~3.6% and ~~acquisition-related revenue growth~~disposition-related decline of ~~1.1%~~1.7%. Pricing initiatives continued in the quarter to offset the impact of higher commodity costs, principally steel, component parts inflation, and higher freight and logistics costs.

The ~~13.2%~~7.5% organic revenue growth for the ~~third~~second quarter of ~~2021~~2022 was broad-based across most of our ~~segments~~ ~~as market conditions~~businesses based on solid underlying demand and ~~demand improved from the adverse impact of COVID-19 in the prior year~~.our ability to produce and ship despite supply chain constraints, input cost inflation, and unforecasted production interruptions. The Engineered Products segment had organic revenue growth of ~~14.2%~~18.6% primarily as a result of pricing initiatives as well as strength in our waste handling, vehicle services, industrial automation, and industrial ~~automation~~winch and hoist businesses, whereas our aerospace and defense business declined organically year-over-year ~~due to in part to supplier component input~~driven by supply chain constraints and ~~labor availability.~~program timing. The Clean Energy & Fueling ~~Solutions~~ segment had organic revenue ~~growth~~decline of ~~3.0% driven~~1.1% principally due to

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reduced year-over-year demand in North America for Europay, Mastercard, and Visa ("EMV") compliant equipment following the compliance deadline in the second quarter of 2021, mostly offset by ~~growth~~solid demand in our North America below ground retail fueling, ~~in North American~~fluid transfer solutions and ~~EMEA, as well as strength in~~ vehicle wash ~~solutions.~~solutions businesses, along with pricing initiatives. The Imaging & Identification segment experienced organic revenue ~~growth~~decline of ~~7.4%~~0.9% driven by ~~increased demand~~sourced logistics headwinds and continued component shortages due to COVID-19 related lockdowns in China in our marking and coding business, partially offset by growth in our serialization and ~~digital textile printing end markets.~~brand management software. The Pumps & Process Solutions segment had organic revenue growth of ~~24.6% reflecting strong demand~~6.8%, driven by pricing initiatives, along with continued strength in our core non-COVID-19 biopharma platform, industrial pumps, plastics and polymer processing solutions, and bearings and compression components businesses, partially offset by lower shipments for single-use pumps and connectors ~~and industrial pumps,~~ ~~and recovery~~used in ~~bearings and compression components.~~ biopharmaceutical production processes for the COVID-19 vaccine. The ~~Refrigeration~~Climate & ~~Food Equipment~~Sustainability Technologies segment posted organic revenue growth of ~~16.0% across all end markets, principally driven~~

~~Table~~11.4%, reflective of ~~Contents~~

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

From a geographic perspective, ~~in the third quarter,~~ organic revenue for the U.S., our largest market, increased ~~15.7%.~~12.5% in the second quarter of 2022. Organic revenue in Europe and Asia grew 11.8% and ~~Europe grew 4.6% and 15.5%~~0.4%, respectively. ~~This organic~~Revenue growth in Asia was ~~largely broad-based, with all our segments posting increased sales~~negatively impacted by COVID-19 driven lockdowns in ~~North America, Europe, Asia and Latin America, as global demand continued to improve after the impact of operational and economic headwinds of COVID-19 experienced~~China in the ~~prior year.~~quarter, which have since eased. Other Americas declined by 17.7% organically in the quarter.

~~Bookings~~Bookings were ~~$2.3~~$2.1 billion for the three months ended ~~September~~June 30, ~~2021, an increase~~2022, a decrease of ~~$490.9~~$270.3 million, or ~~27.2%~~11.4% compared to the prior year comparable period. Included in this result ~~was~~was organic ~~growth~~decline of ~~24.8%~~9.9%, ~~a favorable~~an unfavorable impact from foreign currency translation of ~~1.3%~~2.9%, disposition-related decline of 1.8%, and acquisition-related ~~bookings~~ growth of ~~1.1%~~3.2%. ~~Bookings grew organically~~The organic bookings decline was driven primarily by a $74.0 million order reversal due to customer financing limitations in ~~all five segments primarily as~~our beverage can-making business, a ~~result~~decrease in orders for biopharmaceutical components used in COVID-19 vaccine production, and declines in our vehicle service and waste handling businesses principally related to higher year-over-year comparables and timing of ~~strong~~orders in waste handling. This was partially offset by solid demand in our marking and ~~order intake in most end markets compared to the adverse global impact of COVID-19 in the prior year.~~coding business.

Backlog as of ~~September~~June 30, ~~2021~~2022 was ~~$2.8~~$3.3 billion, an increase from ~~$1.6~~$2.6 billion in the prior ~~year and $200 million from the second quarter of 2021.~~year. See definition of bookings and backlog within "Segment Results of Operations".

~~During the three months ended September 30, 2021, we acquired two~~ ~~businesses in separate transactions for a total consideration~~Restructuring and other costs of $90.0 million, net of cash acquired. We acquired 100% of the voting stock of CDS Visual, a leading provider of 3D visualization solutions tailored for industrial applications, for $29.3 million, net of cash acquired. The CDS Visual acquisition extends the Company's offering of customer-facing digital capabilities and its results will be reported as part the Engineered Products segment. We also acquired 100% of the voting stock of Espy, a manufacturer of advanced electronic radio frequency sensor systems, for $60.6 million, net of cash acquired. The Espy acquisition strengthens the Company's offering of complete signal intelligence systems with integrated software within the Engineered Products segment.

~~Rightsizing benefit of $3.2~~$7.9 million included restructuring ~~costs~~charges of ~~$4.8~~$4.3 million and other ~~benefits~~costs of ~~$8.0~~$3.6 million for the three months ended ~~September~~June 30, ~~2021.~~2022. Restructuring and other costs ~~related~~were primarily due to ~~actions~~headcount reductions and facility consolidations resulting from restructuring programs initiated in ~~2020~~2021 and ~~2021 in response to demand conditions,~~2022, and asset ~~charges related to a product line exit, and broad-based operational efficiency initiatives focusing on footprint consolidation and IT centralization.~~write-downs. See Note 98 — Restructuring Activities in the Condensed Consolidated Financial Statements in Item 1 of this Form 10-Q for further details. Other rightsizing benefits are comprised primarily of a $9.1 million payment received for previously incurred restructuring costs related to a product line exit, partially offset by $1.0 million of restructuring related costs pertaining to broad-based operational efficiency initiatives focusing on footprint consolidation and IT centralization.

Subsequent to the ~~third~~second quarter of ~~2021,~~2022, on ~~October 11, 2021, we entered into~~July 1, 2022, the Company completed the acquisition of Malema Engineering Corporation ("Malema"), a ~~definitive agreement to sell its Unified Brands business, which is part~~designer and manufacturer of flow measurement and control instruments serving customers in the ~~Refrigeration & Food Equipment segment, to Electrolux Professional AB~~biopharmaceutical, semiconductor and industrial sectors, for approximately ~~$244~~$224.0 million, ~~on a cash free and debt free basis,~~ subject to customary post-closing ~~adjustments. On October 15, 2021, we completed~~adjustments, and contingent consideration of up to $50.0 million. The Malema acquisition expands the acquisition of LIQAL, a turn-key supplier of liquified natural gas and hydrogen refueling equipment and solutions and micro-liquefaction solutions, for approximately €20 million, plus potential contingent consideration. LIQAL will be included inCompany's biopharma single-use production offering within the ~~Fueling~~Pumps & Process Solutions segment. See Note 2120 — Subsequent Events in the Condensed Consolidated Financial Statements in Item 1 of this Form 10-Q for further details.

COVID-19 Update

The ~~global~~ COVID-19 outbreak and associated ~~countermeasures~~counteracting measures implemented by governments and businesses around the world, as well as subsequent accelerated recovery in global business activity, have increased uncertainty in the global business ~~uncertainty, had an adverse impact on our financial results during 2020 through global shutdowns~~environment and led to supply chain disruptions and ~~operational disruptions. We took a variety of actions during 2020 to help mitigate the financial impact, including executing temporary~~shortages in global markets for commodities, logistics and labor, as well as input cost savings measures, reducing our capital spending, initiating restructuring actions and proactively managing our working capital. Activity in most of the end markets we serve has improved throughout 2021 year-to-date, although demand in certain businesses such as foodservice equipment, textile printing and bearings and compression components is expected to take longer to recover to pre-pandemic levels with continued improvement expected in the fourth quarter. The recovery in demand has had business impacts, including increased material cost inflation (principally steel), labor availability issues and logistics costs increases. Our businesses have also been impacted from supplier component input availability issues.inflation. Currently our expectation is that the impact of ~~material~~ cost inflation, including labor, freight and logistics ~~constraints and to some extent~~costs, as well as supplier component input availability will continue ~~into the fourth quarter of 2021.~~throughout 2022.

~~Our foremost focus has been~~The public health situation, continued global response measures and corresponding impacts on various markets remain fluid and uncertain and may lead to sudden changes in trajectory and outlook. We will continue to proactively respond to the ~~health~~situation and ~~safety~~may take further actions that alter our business activity as may be required by governmental authorities, or that we determine are in the best interests of our employees ~~throughout the pandemic~~ and we will continue to maintain enhanced safety protocols and to encourage our employees to seek vaccination. Our core global manufacturing locations remained substantially operational throughout 2021 to date. As guidance from authorities such as the U.S. Centers foroperations.

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

CONSOLIDATED RESULTS OF OPERATIONS


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended June 30,								Six Months Ended June 30,
(dollars in thousands, except per share data)	(dollars in thousands, except per share data)	2021			2020			% Change		2021			2020			% Change		(dollars in thousands, except per share data)	2022			2021			% Change		2022			2021			% Change
Revenue	Revenue	$	2,018,269		$	1,748,256		15.4	%	$	5,917,846		$	4,903,370		20.7	%	Revenue	$	2,158,715		$	2,031,676		6.3	%	$	4,210,616		$	3,899,577		8.0	%
Cost of goods and services	Cost of goods and services	1,263,690			1,089,527			16.0	%	3,669,547			3,080,800			19.1	%	Cost of goods and services	1,377,432			1,259,504			9.4	%	2,686,139			2,405,857			11.6	%
Gross profit	Gross profit	754,579			658,729			14.6	%	2,248,299			1,822,570			23.4	%	Gross profit	781,283			772,172			1.2	%	1,524,477			1,493,720			2.1	%
Gross profit margin	Gross profit margin	37.4		%	37.7		%	(0.3)		38.0		%	37.2		%	0.8		Gross profit margin	36.2		%	38.0		%	(1.8)		36.2		%	38.3		%	(2.1)

Selling, general and administrative expenses	Selling, general and administrative expenses	412,553			381,831			8.0	%	1,249,593			1,135,512			10.0	%	Selling, general and administrative expenses	424,433			428,042			(0.8)	%	868,276			837,040			3.7	%
Selling, general and administrative expenses as a percent of revenue	Selling, general and administrative expenses as a percent of revenue	20.4		%	21.8		%	(1.4)		21.1		%	23.2		%	(2.1)		Selling, general and administrative expenses as a percent of revenue	19.7		%	21.1		%	(1.4)		20.6		%	21.5		%	(0.9)

Operating earnings	Operating earnings	342,026			276,898					998,706			687,058					Operating earnings	356,850			344,130			3.7	%	656,201			656,680			(0.1)	%
Interest expense	Interest expense	26,433			27,724			(4.7)	%	79,917			83,703			(4.5)	%	Interest expense	26,989			26,661			1.2	%	53,541			53,484			0.1	%
Interest income	Interest income	(1,466)			(960)			52.7	%	(3,088)			(2,871)			7.6	%	Interest income	(949)			(942)			0.7	%	(1,724)			(1,622)			6.3	%
Loss (gain) on sale of a business		—			557			nm*		—			(5,213)			nm*

Other income, net	Other income, net	(10,460)			(1,420)			nm*		(18,236)			(9,887)			nm*		Other income, net	(4,546)			(4,933)			nm*		(6,675)			(7,776)			nm*
Earnings before provision for income taxes	Earnings before provision for income taxes	327,519			250,997			30.5	%	940,113			621,326			51.3	%	Earnings before provision for income taxes	335,356			323,344			3.7	%	611,059			612,594			(0.3)	%
Provision for income taxes	Provision for income taxes	63,763			50,697			25.8	%	179,080			119,981			49.3	%	Provision for income taxes	45,738			58,836			(22.3)	%	95,288			115,317			(17.4)	%
Effective tax rate	Effective tax rate	19.5		%	20.2		%	(0.7)		19.0		%	19.3		%	(0.3)		Effective tax rate	13.6		%	18.2		%	(4.6)		15.6		%	18.8		%	(3.2)

Net earnings	Net earnings	263,756			200,300			31.7	%	761,033			501,345			51.8	%	Net earnings	289,618			264,508			9.5	%	515,771			497,277			3.7	%

Net earnings per common share - diluted	Net earnings per common share - diluted	$	1.81		$	1.38		31.2	%	$	5.24		$	3.45		51.9	%	Net earnings per common share - diluted	$	2.00		$	1.82		9.9	%	$	3.56		$	3.43		3.8	%

* nm - not meaningful

Revenue

Revenue for the three months ended ~~September~~June 30, ~~2021~~2022 increased ~~$270.0~~$127.0 million, or ~~15.4%~~6.3%, from the prior year comparable quarter. Results included organic revenue growth of ~~13.2% across all of~~7.5%, primarily led by our Engineered Products and Climate & Sustainability Technologies segments, ~~as market conditions~~ and ~~demand improved from the adverse impact of COVID-19 in the prior year. Acquisition-related~~acquisition-related revenue growth ~~was 1.1%~~of 4.1%, driven ~~mainly~~ by ~~acquisitions in~~ our Clean Energy & Fueling ~~Solutions and Imaging & Identification segments, along with a favorable~~segment. This growth was partially offset by an unfavorable impact from foreign currency translation of ~~1.1%~~3.6% and disposition-related decline of 1.7%. Customer pricing favorably impacted revenue by approximately ~~3.6%~~6.6% in the ~~third~~second quarter of ~~2021.~~2022 compared to 2.1% in the prior year comparable quarter.

Revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 increased ~~$1.0 billion,~~$311.0 million, or ~~20.7%~~8.0%, from the comparable period. The increase primarily reflects organic revenue growth of ~~16.8%~~8.4%, ~~across all of~~primarily led by our ~~segments as market conditions~~Engineered Products and ~~demand improved from the adverse impact of COVID-19 in the prior year.~~Climate & Sustainability Technologies segments. Acquisition-related growth was ~~1.2%~~4.3%, led by our Clean Energy & Fueling ~~Solutions and Imaging & Identification segments, along with a favorable~~segment. This growth was partially offset by an unfavorable impact from foreign currency translation of ~~2.8%, slightly offset by~~3.0% and a ~~0.1%~~1.7% impact from dispositions within the ~~Refrigeration~~Climate & ~~Food Equipment~~Sustainability Technologies segment. Customer pricing favorably impacted revenue by approximately ~~2.2%~~6.3% for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022 compared to 1.4% in the prior year comparable period.

Gross Profit

Gross profit for the three months ended ~~September~~June 30, ~~2021~~2022 increased ~~$95.9~~$9.1 million, or ~~14.6%~~1.2%, ~~but~~while gross profit margin decreased 30180 basis points to ~~37.4%~~36.2%, from the prior year comparable ~~quarter, due to~~quarter. Our pricing initiatives which started in 2021 and into 2022 offset increased material ~~labor~~ and logistics ~~costs offset partially by organic revenue growth, pricing, and benefits from productivity and cost reduction actions.~~costs.

Gross profit for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 increased ~~$425.7~~$30.8 million, or ~~23.4%~~2.1%, while gross profit margin decreased by 210 basis points to 36.2%, from the comparable ~~period, primarily due to organic revenue growth of 16.8%~~period. Our pricing initiatives which started in 2021 and ~~benefits from pricing~~into 2022 offset increased material and ~~productivity initiatives and rightsizing actions,~~logistics costs.

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

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended ~~September~~June 30, ~~2021 increased $30.7~~2022 decreased $3.6 million, or ~~8.0%~~0.8%, from the prior year comparable quarter, primarily due to ~~higher labor and acquisition related costs, and~~ lower ~~discretionary spend in the prior year.~~variable compensation expense. As a percentage of revenue, selling, general and administrative expenses ~~improved~~decreased 140 basis points as compared to ~~20.4%~~the prior year comparable period to 19.7% due to an increase in the revenue base.

Selling, general and administrative expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 increased ~~$114.1~~$31.2 million, or ~~10.0%~~3.7%, from the comparable period, primarily due to ~~higher~~increased labor costs, travel and ~~acquisition related costs,~~marketing expenses, and ~~lower discretionary spend in the prior year.~~ amortization expense from acquisitions. Selling, general and administrative expenses as a percentage of revenue ~~improved 210~~decreased 90 basis ~~points~~points as compared to the prior year comparable period to 20.6% due to an increase in the revenue base.

Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to ~~$34.4~~$38.6 million and ~~$36.4~~$41.2 million for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$116.8~~$79.3 million and ~~$106.7~~$82.4 million, for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. These costs as a percent of revenue were ~~1.7%~~1.8% and ~~2.1%~~2.0% for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~2.0%~~1.9% and ~~2.2%~~2.1% for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, ~~and 2020,~~ respectively.

~~Gain on sale of a business~~

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

Other income, net

Other income, net for the three months ended ~~September~~June 30, ~~2021 increased $9.0~~2022 decreased $0.4 million from the prior year comparable period ~~primarily~~ due to ~~investment income and lower foreign exchange losses from the remeasurement of foreign currency denominated balances.~~various immaterial items.

Other income, net for the ~~nine~~six months ended ~~September~~June 30, ~~2021 increased $8.3~~2022 decreased $1.1 million ~~from the prior year comparable period primarily~~ due to ~~investment income and lower foreign exchange losses from the remeasurement of foreign currency denominated balances.~~various immaterial items.

Income Taxes

The effective tax rates for the three months ended ~~September~~June 30, 2022 and 2021 were 13.6% and ~~2020 were 19.5% and 20.2%~~18.2%, respectively. The decrease in the effective tax rate for the three months ended ~~September~~June 30, ~~2021~~2022 relative to the prior year comparable quarter was primarily driven by favorable audit ~~settlements.~~resolutions, including $22.6 million related to the Tax Cuts and Jobs Act.

The effective tax rates for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021 were 15.6% and ~~2020 were 19.0% and 19.3%~~18.8%, respectively. The ~~slight~~ decrease in the effective tax rate for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 relative to the prior year comparable ~~period~~quarter was primarily driven by favorable audit ~~settlements.See Note 12 — Income Taxes.~~resolutions, including $22.6 million related to the Tax Cuts and Jobs Act.

Net earnings

Net earnings for the three months ended ~~September~~June 30, ~~2021~~2022 increased ~~31.7%~~9.5% to ~~$263.8~~$289.6 million, or ~~$1.81~~$2.00 diluted earnings per share, from ~~$200.3~~$264.5 million, or ~~$1.38~~$1.82 diluted earnings per share, ~~from~~in the prior year comparable quarter. The increase in net earnings is mainly attributable to ~~strong demand~~increased volumes, favorable business mix, and ~~robust recovery from prior year market conditions resulting in strong broad-based organic growth, favorable~~customer pricing ~~initiatives, and benefits from productivity and restructuring actions. These benefits were~~actions, partially offset by increased material and logistic costs, increased labor costs, and ~~logistics costs.~~unfavorable impact from foreign currency translation. Additionally, the three months ended June 30, 2022 was impacted by a $22.6 million reduction to income taxes previously recorded related to the Tax Cuts and Jobs Act.

~~Table of Contents~~

Net earnings for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 increased ~~51.8%~~3.7% to ~~$761.0~~$515.8 million, or ~~$5.24~~$3.56 diluted earnings per share, from ~~$501.3~~$497.3 million, or ~~$3.45~~$3.43 diluted earnings per share, ~~from~~in the prior year comparable ~~period.~~quarter. The increase in net earnings ~~was principally~~is mainly attributable to ~~volume growth,~~increased volumes, favorable business mix, pricing initiatives, productivity actions, and restructuring benefits ~~from rightsizing actions. These benefits were partially~~ offset by higher material and logistic costs, increased ~~material,~~ labor costs and ~~logistics costs.~~

an unfavorable impact form foreign currency translation.
Additionally, the six months

~~Rightsizing Activities, which includes Restructuring~~ ended June 30, 2022 was impacted by a $22.6 million reduction to income taxes previously recorded related to the Tax Cuts and ~~Other Costs~~Jobs Act.

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

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

Three Months Ended September 30, 2021
(dollars in thousands) Engineered Products Fueling Solutions Imaging & Identification Pumps & Process Solutions Refrigeration & Food Equipment Corporate Total
Restructuring (GAAP) $ 870 $ 1,620 $ 168 $ 639 $ 1,293 $ 200 $ 4,790
Other (benefits) costs, net (9,202) (36) 1,123 (152) 227 49 (7,991)
Rightsizing (Non-GAAP) $ (8,332) $ 1,584 $ 1,291 $ 487 $ 1,520 $ 249 $ (3,201)

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

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

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

Three Months Ended September 30, 2020
(dollars in thousands) Engineered Products Fueling Solutions Imaging & Identification Pumps & Process Solutions Refrigeration & Food Equipment Corporate Total
Restructuring (GAAP) $ 2,342 $ 1,572 $ 99 $ 1,719 $ 534 $ 474 $ 6,740
Other costs (benefits), net 33 43 — 52 (1,505) 485 (892)
Rightsizing (Non-GAAP) $ 2,375 $ 1,615 $ 99 $ 1,771 $ (971) $ 959 $ 5,848

Nine Months Ended September 30, 2020
(dollars in thousands) Engineered Products Fueling Solutions Imaging & Identification Pumps & Process Solutions Refrigeration & Food Equipment Corporate Total
Restructuring (GAAP) $ 6,860 $ 3,958 $ (167) $ 10,271 $ 3,307 $ 2,136 $ 26,365
Other costs, net 45 18 3 37 2,442 1,637 4,182
Rightsizing (Non-GAAP) $ 6,905 $ 3,976 $ (164) $ 10,308 $ 5,749 $ 3,773 $ 30,547

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SEGMENT RESULTS OF OPERATIONS

The summary that follows provides a discussion of the results of operations of each of our five reportable operating segments (Engineered Products, Clean Energy & Fueling, ~~Solutions,~~ Imaging & Identification, Pumps & Process Solutions, and ~~Refrigeration~~Climate & ~~Food Equipment)~~Sustainability Technologies). Each of these segments is comprised of various product and service offerings that serve multiple markets. ~~See~~We evaluate our operating segment performance based on segment earnings as defined in Note 1716 — Segment Information in the Condensed Consolidated Financial Statements in Item 1 of this Form ~~10-Q for a reconciliation of segment revenue and earnin~~10-Q.~~gs to our consolidated revenue and net earnings.~~ For further information, see "Non-GAAP Disclosures" at the end of this Item 2.

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

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

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

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

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

Engineered Products

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


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	(dollars in thousands)	2021		2020		% Change		2021		2020		% Change		(dollars in thousands)	2022		2021		% Change		2022		2021		% Change
Revenue	Revenue	$	447,798	$	386,562	15.8	%	$	1,318,016	$	1,137,102	15.9	%	Revenue	$	514,436	$	442,091	16.4	%	$	1,002,083	$	870,218	15.2	%

Segment earnings (EBIT)		$	71,717	$	64,890	10.5	%	$	203,216	$	181,686	11.9	%
Depreciation and amortization		11,123		10,717		3.8	%	37,151		30,561		21.6	%
Segment EBITDA		$	82,840	$	75,607	9.6	%	$	240,367	$	212,247	13.2	%
Segment earnings														Segment earnings	$	81,671	$	71,255	14.6	%	$	152,801	$	147,939	3.3	%

Segment margin	Segment margin	16.0%		16.8%				15.4%		16.0%				Segment margin	15.9%		16.1%				15.2%		17.0%
Segment EBITDA margin		18.5%		19.6%				18.2%		18.7%

Other measures:

Operational metrics:														Operational metrics:
Bookings	Bookings	$	502,767	$	381,139	31.9	%	$	1,528,277	$	1,074,484	42.2	%	Bookings	$	452,668	$	497,200	(9.0)	%	$	993,703	$	1,025,510	(3.1)	%
Backlog	Backlog							$	662,834	$	373,458	77.5	%	Backlog							$	759,589	$	613,517	23.8	%

Components of revenue growth:	Components of revenue growth:													Components of revenue growth:
Organic growth	Organic growth					14.2	%					13.3	%	Organic growth					18.6	%					16.6	%
Acquisitions	Acquisitions					0.2	%					0.2	%	Acquisitions					1.1	%					1.2	%

Foreign currency translation	Foreign currency translation					1.4	%					2.4	%	Foreign currency translation					(3.3)	%					(2.6)	%
						15.8	%					15.9	%						16.4	%					15.2	%

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~~Third~~Second Quarter ~~2021~~2022 Compared to the ~~Third~~Second Quarter ~~2020~~2021

Engineered Products segment revenue for the ~~third~~second quarter of ~~2021~~2022 increased ~~$61.2~~$72.3 million, or ~~15.8%~~16.4%, as compared to the ~~third~~second quarter of ~~2020,~~2021, comprised primarily of organic growth of ~~14.2%~~18.6%, acquisition-related growth of 1.1%, and ~~a favorable~~an unfavorable impact from foreign currency translation of ~~1.4%~~3.3%. Customer pricing favorably impacted revenue in the second quarter of 2022 by approximately ~~6.5%~~10.3% compared to 2.7% in the ~~third quarter. Pricing was higher than in~~ prior ~~quarters~~year comparable quarter, reflecting actions to recover increasing ~~costs, as discussed below.~~costs.

The organic revenue growth was most notable in our waste handling, vehicle service, industrial automation, and industrial ~~automation~~winch and hoist businesses. Our aerospace and defense business was down year-over-year asdriven by supply chain constraints, program timing, and a difficult comparable against record shipment levels in the ~~business experienced push-outs of orders in Europe and continued labor and supplier component availability constraints that impacted shipments.~~prior year. Despite the strong organic growth and ~~record high~~near record-high backlog levels ~~certain~~for the segment, shipments ~~in our waste handling and vehicle service groups were deferred~~continue to ~~future quarters as a result of~~be challenged by supply chain and labor availability constraints. We ~~expect shipment performance~~anticipate organic revenue growth to continue into the second half of the year as demand remains strong in ~~both businesses to improve in the coming quarters as these constraints begin to subside.~~several of our key end-markets, most notably waste handling and vehicle services.

Engineered Products segment earnings increased ~~$6.8~~$10.4 million, or ~~10.5%~~14.6%, compared to the ~~third~~second quarter of ~~2020.~~2021. The increase was primarily driven by ~~conversion on~~ increased volumes, ~~benefits from rightsizing~~favorable business mix, and customer pricing actions, ~~and a payment received~~ ~~for costs related to a product line exit~~, partially offset by ~~unfavorable business mix,~~ higher material and ~~logistics~~logistic costs, ~~most notably steel and ocean & air freight~~increased labor costs, as well as ~~plant productivity shortfalls resulting~~an unfavorable impact from ~~supply chain disruption and higher labor costs.~~foreign currency translation. As a result, segment ~~operating~~ margin decreased ~~80 basis points~~ to ~~16.0%~~15.9% from ~~16.8%~~16.1% as compared to the prior year quarter.

Bookings ~~increased 31.9%~~decreased 9.0% for the segment, comprised primarily of organic ~~growth~~decline of ~~30.3% and a favorable~~8.3%, an unfavorable impact from foreign currency translation of ~~1.4%~~2.2%, partially offset by acquisition-related growth of 1.5%. The organic bookings ~~growth~~decline was ~~broad-based, most notably~~driven by declines in our vehicle service and waste handling ~~industrial automation,~~businesses principally related to higher year-over-year comparables and ~~industrial winch and hoist businesses.~~timing of orders in waste handling. Segment book-to-bill was ~~1.12.~~0.88. Backlog increased ~~77.5%~~23.8% compared to the prior year comparable ~~quarter.~~period.

~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 Compared to the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021

Engineered Products revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 increased ~~$180.9~~$131.9 million, or ~~15.9%~~15.2%, compared to the prior year comparable period. This was comprised of organic revenue growth of ~~13.3%~~16.6% and acquisition-related growth of 1.2%, ~~a favorable~~partially offset by an unfavorable impact from foreign currency translation of ~~2.4%, and acquisition-related growth of 0.2%~~2.6%. The organic revenue growth was most notable in our waste handling, vehicle service, industrial automation, and industrial winch and hoist businesses. Our aerospace and defense ~~businesses.~~business was down year-over-year driven by program timing along with constrained labor availability and supply chain disruptions. Customer pricing favorably impacted revenue in the six months ended June 30, 2022 by approximately ~~3.2% for~~10.5% compared to 1.6% in the ~~nine months ended September 30, 2021.~~prior comparable period.

Segment earnings for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 increased ~~$21.5~~$4.9 million, or ~~11.9%~~3.3%, as compared to the ~~2020~~2021 comparable period. ~~This increase~~The growth was primarily driven by ~~conversion on~~ increased volumes, favorable business mix, and ~~benefits from productivity and rightsizing~~customer pricing actions, partially offset by higher material and ~~logistics~~logistic costs, ~~comprised primarily of~~ increased ~~steel and freight~~labor costs, ~~which were not fully recovered by pricing actions.~~as well as an unfavorable impact from foreign currency translation. Segment margin decreased to 15.2% from ~~16.0% to 15.4%~~17.0% as compared to the prior year comparable period.

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Clean Energy & Fueling

Our Clean Energy & Fueling segment provides components, equipment, and software and service solutions enabling safe transport of traditional and clean fuels and other hazardous substances along the supply chain, as well as the 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)	2022		2021		% Change		2022		2021		% Change
Revenue	$	494,075	$	437,042	13.0	%	$	952,470	$	826,720	15.2	%

Segment earnings	$	99,034	$	93,430	6.0	%	$	171,996	$	173,002	(0.6)	%



Segment margin	20.0%		21.4%				18.1%		20.9%


Operational metrics:
Bookings	$	487,861	$	453,146	7.7	%	$	989,352	$	875,814	13.0	%
Backlog							$	411,350	$	256,497	60.4	%

Components of revenue growth:
Organic decline					(1.1)	%					(0.5)	%
Acquisitions					17.3	%					18.3	%

Foreign currency translation					(3.2)	%					(2.6)	%
					13.0	%					15.2	%

Second Quarter 2022 Compared to the Second Quarter 2021

Clean Energy & Fueling segment revenue for the second quarter of 2022 increased $57.0 million, or 13.0%, as compared to the second quarter of 2021, comprised of acquisition-related growth of 17.3%, an unfavorable impact from foreign currency translation of 3.2%, and an organic decline of 1.1%. Acquisition-related growth was driven by the acquisitions of AvaLAN Wireless Systems Incorporated, Liqal BV, Acme Cryogenics, and RegO. Customer pricing favorably impacted revenue in the second quarter of 2022 by approximately 5.4% compared to 2.5% in the prior year comparable quarter.

The modest organic revenue decline was primarily driven by reduced year-over-year demand in North America for EMV compliant equipment following the compliance deadline in the second quarter of 2021. This was mostly offset by solid demand in our North America retail fueling, fluid transfer solutions and vehicle wash solutions business, along with pricing actions aimed at mitigating material and logistics cost inflation. We anticipate organic revenue to increase in the second half of the year as demand remains constructive in our key end-markets, most notably the retail fueling, fluid transfer and vehicle wash businesses, and we anticipate improvements related to supply chain and logistics constraints.

Clean Energy & Fueling segment earnings increased $5.6 million, or 6.0%, over the prior year comparable quarter. The increase was primarily driven by pricing, productivity initiatives and cost actions, and the favorable impact from acquisitions, which more than offset the unfavorable impact to earnings from lower EMV related revenues and increased material, logistics and labor costs. Segment margin decreased to 20.0% from 21.4% in the prior year quarter.

Overall bookings increased 7.7% as compared to the prior year comparable quarter, driven by acquisition-related growth of 14.5% and partially offset by an organic decline of 4.6% and an unfavorable impact from foreign currency translation of 2.2%. The organic bookings decline was primarily driven by the decrease in demand for EMV compliant equipment, partially offset by strong order intake in our vehicle wash and North America retail fueling businesses. Segment book-to-bill was 0.99. Backlog increased 60.4% as compared to the prior year comparable period, driven in large part by the acquisitions completed in 2021.

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~~Fueling Solutions~~

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

Three Months Ended September 30, Nine Months Ended September 30,
(dollars in thousands) 2021 2020 % Change 2021 2020 % Change
Revenue $ 410,561 $ 380,511 7.9 % $ 1,237,281 $ 1,066,988 16.0 %
Segment earnings $ 65,593 $ 66,601 (1.5) % $ 210,828 $ 167,313 26.0 %
Depreciation and amortization 19,920 18,014 10.6 % 58,664 54,321 8.0 %
Segment EBITDA $ 85,513 $ 84,615 1.1 % $ 269,492 $ 221,634 21.6 %
Segment margin 16.0% 17.5% 17.0% 15.7%
Segment EBITDA margin 20.8% 22.2% 21.8% 20.8%
Other measures:
Bookings $ 467,821 $ 383,902 21.9 % $ 1,343,635 $ 1,068,470 25.8 %
Backlog $ 312,176 $ 204,574 52.6 %
Components of revenue growth:
Organic growth 3.0 % 9.7 %
Acquisitions 3.6 % 3.5 %
Foreign currency translation 1.3 % 2.8 %
7.9 % 16.0 %

~~Third Quarter 2021~~Six Months Ended June 30, 2022 Compared to the ~~Third Quarter 2020~~Six Months Ended June 30, 2021

Clean Energy & Fueling ~~Solutions~~ segment ~~revenue for the third quarter of 2021~~revenue increased ~~$30.1~~$125.8 million, or ~~7.9%~~15.2%, as compared to the ~~third quarter of 2020, comprised of organic~~six months ended June 30, 2021, attributable to acquisition-related growth of ~~3.0%~~18.3%, ~~a favorable~~partially offset by an unfavorable impact from foreign currency translation of ~~1.3%~~2.6%, and ~~acquisition-related growth~~an organic decline of ~~3.6%~~0.5%. ~~Acquisition-related growth was driven~~Organic revenue remained relatively flat for the first half of the year with strong demand in our retail fueling, fluid transfer, and vehicle wash solutions markets being offset by the ~~acquisition~~normalization of ~~Innovative Control Systems, Inc. and AvaLAN Wireless Systems Incorporated~~.EMV related demand in North America. Customer pricing favorably impacted revenue ~~by approximately~~ ~~2.0%~~in the ~~third quarter.~~six months ended June 30, 2022 by approximately 4.2% compared to 1.8% in the prior comparable period.

~~The organic revenue growth for the~~Clean Energy & Fueling Solutions segment was driven by solid demand in our North American and EMEA retail fueling and vehicle wash solutions businesses, partially offset by continued softness in Asian retail fueling and transportation components. Supply chain challenges and labor availability headwinds during the third quarter adversely affected our ability to ship customer orders, inhibiting further contributions to organic revenue growth.

~~Fueling Solutions~~ segment earnings decreased $1.0 million, or ~~1.5%~~0.6%, ~~over~~for the ~~prior year comparable quarter.~~six months ended June 30, 2022. The decrease was ~~primarily~~ driven by lower organic revenues, increased material, logistics and labor ~~cost inflation as well as negative product mix,~~costs, and an unfavorable impact from foreign currency translation. This was partially offset by ~~pricing initiatives, productivity actions~~ benefits from ~~restructuring~~higher pricing, productivity initiatives and cost actions, and ~~a favorable impact from~~ acquisitions. Segment margin decreased to ~~16.0%~~18.1% from ~~17.5% in the prior year quarter due to similar factors that drove segment earnings.~~

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

~~Table of Contents~~

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

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

Fueling Solutions segment earnings increased $43.5 million, or 26.0%, for the nine months ended September 30, 2021. The increase was driven by conversion on organic revenue growth, pricing initiatives, productivity actions, and a favorable impact from acquisitions, partially offset by material and labor cost inflation. Segment margin increased 136 basis points to 17.0% from 15.7%20.9% in the prior year comparable period.

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Imaging & Identification

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


		Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	(dollars in thousands)	2021		2020		% Change		2021		2020		% Change		(dollars in thousands)	2022		2021		% Change		2022		2021		% Change
Revenue	Revenue	$	292,535	$	265,690	10.1	%	$	870,939	$	750,432	16.1	%	Revenue	$	275,951	$	294,076	(6.2)	%	$	548,206	$	578,404	(5.2)	%

Segment earnings	Segment earnings	$	63,419	$	51,928	22.1	%	$	181,158	$	141,456	28.1	%	Segment earnings	$	61,392	$	66,565	(7.8)	%	$	119,990	$	130,183	(7.8)	%
Depreciation and amortization		9,821		9,809		0.1	%	28,708		27,802		3.3	%
Segment EBITDA		$	73,240	$	61,737	18.6	%	$	209,866	$	169,258	24.0	%

Segment margin	Segment margin	21.7%		19.5%				20.8%		18.8%				Segment margin	22.2%		22.6%				21.9%		22.5%
Segment EBITDA margin		25.0%		23.2%				24.1%		22.6%

Other measures:

Operational metrics:														Operational metrics:
Bookings	Bookings	$	293,782	$	266,423	10.3	%	$	887,004	$	760,342	16.7	%	Bookings	$	292,136	$	299,608	(2.5)	%	$	599,240	$	593,222	1.0	%
Backlog	Backlog							$	204,766	$	171,158	19.6	%	Backlog							$	255,255	$	206,125	23.8	%

Components of revenue growth:
Organic growth						7.4	%					10.0	%
Components of revenue decline:														Components of revenue decline:
Organic decline														Organic decline					(0.9)	%					(1.0)	%
Acquisitions	Acquisitions					1.2	%					1.6	%	Acquisitions					0.5	%					0.4	%

Foreign currency translation	Foreign currency translation					1.5	%					4.5	%	Foreign currency translation					(5.8)	%					(4.6)	%
						10.1	%					16.1	%						(6.2)	%					(5.2)	%

~~Third~~Second Quarter ~~2021~~2022 Compared to the ~~Third~~Second Quarter ~~2020~~2021

Imaging & Identification segment revenue for the ~~third~~second quarter of ~~2021 increased $26.8~~2022 decreased $18.1 million, or ~~10.1%~~6.2%, as compared to the ~~third~~second quarter of ~~2020,~~2021, comprised of ~~organic growth of 7.4%, a favorable~~an unfavorable impact from foreign currency translation of ~~1.5%~~5.8% and an organic decline of 0.9%, ~~and~~partially offset by acquisition-related growth of ~~1.2%~~0.5%. Acquisition-related growth was driven by the ~~acquisitions of Solaris Laser S.A. in the third quarter of 2020 and~~acquisition of Blue Bite ~~LLC~~LLC. Customer pricing favorably impacted revenue in the second quarter of ~~2021. Customer pricing favorably impacted revenue~~2022 by approximately ~~0.7%~~3.2% compared to 1.1% in the ~~third~~prior year comparable quarter.

~~Organic~~The organic revenue ~~growth~~decline was primarily driven by ~~both~~continued sourced component shortages and logistics headwinds in our marking and coding business, which was most notably impacted by component shortages that arose due to the COVID-19 related lockdowns in China. These lockdowns also impacted underlying demand in Asia. This was partially offset by increased revenue in our serialization and ~~our digital textile printing~~brand management software business. ~~Our~~We expect deliveries in our marking and coding business ~~delivered continued solid growth~~to improve in ~~new equipment~~the second half, as component availability improves, China restrictions ease, and ~~associated services~~underlying demand for our printers and consumables as well as serialization software sales. Our digital textile printing business experienced gradual demand recovery compared to the third quarter of 2020 when demand for printed textiles was significantly reduced due to the impact of COVID-19 restrictions on the global apparel industry. While current global apparel retail volumes have improved substantially from this time last year, volumes have not yet returned to pre-pandemic levels and continue to be impacted by local business and travel restrictions, as well as work-from-home policies. We continue to believe we remain favorably positioned to gain from a longer-term transition from analog to digital printing by our customers, and believe some business model shifts within the industry driven by the COVID-19 pandemic may accelerate our customers’ need to shift from analog to digital printing.remains positive.

Imaging & Identification segment earnings ~~increased $11.5~~decreased $5.2 million, or ~~22.1%~~7.8%, over the prior year comparable quarter. This ~~increase~~decrease was primarily driven by ~~conversion on increased~~ revenue reductions stemming from supply chain and ~~the~~logistics constraints, input cost inflation, and unfavorable foreign exchange, partially offset by pricing initiatives, productivity actions, restructuring benefits, ~~from productivity initiatives~~ and ~~restructuring actions.~~cost containment. Segment margin ~~increased~~decreased to ~~21.7%~~22.2% from ~~19.5%~~22.6% in the prior year comparable quarter.

Overall bookings ~~increased 10.3%~~decreased 2.5% as compared to the prior year comparable quarter, reflecting ~~organic growth of 7.5%, a favorable~~an unfavorable impact from foreign currency translation of ~~1.7%,~~5.5% offset by organic growth of 2.6% and acquisition-related growth of ~~1.1%~~0.4%. Organic bookings growth was primarily driven by solid demand for new equipment and associated services and consumables in our marking and coding business. Segment ~~book to bill~~book-to-bill was ~~1.00.~~1.06. Backlog increased ~~19.6%~~23.8% as compared to the prior year ~~quarter primarily driven by increased order intake in our marking and coding business.~~period.

~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 Compared to the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021

Imaging & Identification segment revenue ~~increased $120.5~~decreased $30.2 million, or ~~16.1%~~5.2%, as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, attributable to ~~organic growth of 10.0%, a favorable~~an unfavorable impact from foreign currency translation of ~~4.5%~~4.6% and an organic decline of 1.0%, partially offset by acquisition-related growth of 0.4%. The organic revenue decline was primarily driven by supply chain and logistics headwinds in our marking and coding business, most notably due to the COVID-19 related lockdowns in China which also

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~~acquisition-related growth of 1.6%. The organic revenue growth was primarily driven by continued strong~~impacted underlying demand ~~for marking and coding equipment and associated services and consumables, serialization software sales, as well as a continuing gradual recovery~~ in ~~demand for printed textiles.~~Asia. Customer pricing favorably impacted revenue in the six months ended June 30, 2022 by approximately ~~0.9% for~~2.6% compared to 1.0% in the ~~nine months ended September 30, 2021.~~prior comparable period.

Imaging & Identification segment earnings ~~increased $39.7~~decreased $10.2 million, or ~~28.1%~~7.8%, for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 over the prior year comparable period. The ~~increase~~decrease was primarily driven by ~~conversion on increased revenue~~the earnings impact from lower revenues, higher input costs, and ~~the~~unfavorable foreign exchange impacts, partially offset by cost reduction initiatives, price increases, restructuring benefits, ~~from productivity initiatives~~ and ~~restructuring actions.~~cost containment. Segment margin ~~increased~~decreased to ~~20.8%~~21.9% from ~~18.8%~~22.5% in the prior year comparable quarter.

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Pumps & Process Solutions

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


	Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2022		2021		% Change		2022		2021		% Change
Revenue	$	441,127	$	428,701	2.9	%	$	876,322	$	823,078	6.5	%

Segment earnings	$	138,048	$	146,759	(5.9)	%	$	284,665	$	275,654	3.3	%



Segment margin	31.3%		34.2%				32.5%		33.5%


Operational metrics:
Bookings	$	471,693	$	521,010	(9.5)	%	$	931,483	$	1,072,375	(13.1)	%
Backlog							$	715,646	$	634,477	12.8	%

Components of revenue growth:
Organic growth					6.8	%					9.6	%
Acquisitions					0.4	%					0.3	%

Foreign currency translation					(4.3)	%					(3.4)	%
					2.9	%					6.5	%

Second Quarter 2022 Compared to the Second Quarter 2021

Pumps & Process Solutions segment revenue for the second quarter of 2022 increased $12.4 million, or 2.9%, as compared to the second quarter of 2021, comprised of organic growth of 6.8%, acquisition-related growth of 0.4%, and an unfavorable impact from foreign currency translation of 4.3%. Acquisition-related growth was primarily driven by the acquisition of AMN Dpi, Quantex Arc Limited, and one other immaterial acquisition. Customer pricing favorably impacted revenue in the second quarter of 2022 by approximately 3.4% compared to 1.3% in the prior year comparable quarter.

The organic revenue growth was driven by pricing initiatives, along with continued strength in our core non-COVID-19 biopharma platform, industrial pumps, plastics and polymer processing solutions, and bearings and compression components businesses which all saw revenue growth driven by robust end market demand and strong backlogs. Revenue from shipments of single-use pumps and connectors used in biopharmaceutical production processes declined compared to the second quarter of 2021, as biopharmaceutical manufacturers reduced orders for components used in COVID-19 vaccine production. Additionally, COVID-19 related lockdowns affected our supply chain in China and negatively impacted revenues in the second quarter. While underlying demand remains positive in our core biopharmaceutical platform, we expect sales of products used in the production of COVID-19 vaccines to continue to decline in the second half of 2022.

Pumps & Process Solutions segment earnings decreased $8.7 million, or 5.9%, over the prior year comparable quarter. The decrease was primarily driven by the impact of reduced revenues relating to single use components used in COVID-19 vaccine production, along with material and labor cost inflation. 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 31.3% from 34.2% from the prior year comparable period mainly due to revenue mix within the segment.

Overall bookings decreased 9.5% as compared to the prior year comparable quarter, reflecting an organic decline of 6.5%, an unfavorable impact from foreign currency translation of 3.4%, and acquisition-related growth of 0.4%. The organic bookings decline was driven by a decrease in orders for biopharmaceutical components used in COVID-19 vaccine production, but partially offset by record order intake levels in our plastics and polymer processing business. Segment book-to-bill was 1.07. Backlog increased 12.8% compared to the prior year comparable quarter, driven by strong order rates in our plastics and polymer processing solutions and bearings and compression components businesses.

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Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

Pumps & Process Solutions segment revenue increased $53.2 million, or 6.5%, as compared to the six months ended June 30, 2021, attributable to organic growth of 9.6% and acquisition-related growth of 0.3%, partially offset by an unfavorable impact from foreign currency translation of 3.4%. The organic growth was primarily driven by continued demand strength and strong backlogs entering the year in our core non-COVID-19 biopharma platform, industrial pumps, plastics and polymer processing solutions, and bearings and compression components businesses. The increase was partially offset by reduced demand for biopharmaceutical components used in COVID-19 vaccine production. Customer pricing favorably impacted revenue in the six months ended June 30, 2022 by approximately 3.5% compared to 1.1% in the prior comparable period.

Pumps & Process Solutions segment earnings increased $9.0 million, or 3.3%, for the six months ended June 30, 2022 over the prior year comparable period, predominantly driven by conversion on higher revenues, pricing initiatives, productivity actions, and restructuring benefits, but partially offset by an unfavorable impact from material and labor cost inflation, and an unfavorable impact from foreign exchange. Segment margin decreased to 32.5% from 33.5% 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 and systems that serve the commercial refrigeration, heating and cooling and beverage can-making equipment markets.


	Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2022		2021		% Change		2022		2021		% Change
Revenue	$	434,164	$	430,506	0.8	%	$	833,242	$	802,583	3.8	%

Segment earnings	$	64,181	$	56,905	12.8	%	$	117,790	$	100,380	17.3	%



Segment margin	14.8%		13.2%				14.1%		12.5%


Operational metrics:
Bookings	$	403,574	$	606,545	(33.5)	%	$	848,426	$	1,143,871	(25.8)	%
Backlog							$	1,186,180	$	854,188	38.9	%

Components of revenue growth:
Organic growth					11.4	%					14.2	%

Dispositions					(8.0)	%					(8.1)	%
Foreign currency translation					(2.6)	%					(2.3)	%
					0.8	%					3.8	%

Second Quarter 2022 Compared to the Second Quarter 2021

Climate & Sustainability Technologies segment revenue increased $3.7 million, or 0.8%, as compared to the second quarter of 2021, reflecting organic revenue growth of 11.4%, offset by 8.0% from our disposition of Unified Brands in fourth quarter of 2021, and an unfavorable impact from foreign currency translation of 2.6%. Customer pricing favorably impacted revenue in the second quarter of 2022 by approximately 9.5% compared to 2.6% in the prior year comparable quarter, reflecting actions to recover higher costs.

The organic revenue growth was driven by customer price actions implemented to recover increased material and logistics costs combined with strong demand across most of our key end-markets. Retail refrigeration revenues increased from the prior year, driven by customer pricing actions on flat unit volumes despite robust end market demand, as industry-wide supply chain constraints resulted in deferred shipments that are anticipated to be recovered in the second half of the year as supply chain availability improves. Beverage can-making business revenues experienced strong 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. During the quarter, this business terminated a contract due to customer financing limitations, resulting in non-refundable deposits recognized in revenue and segment earnings. Our heat exchanger business experienced healthy growth across all regions, fueled by regulation-driven heat pump demand in Europe, robust demand in Asia and strengthening commercial HVAC and industrial markets globally.

Climate & Sustainability Technologies segment earnings increased $7.3 million, or 12.8%, as compared to the second quarter of 2021. Segment margin increased to 14.8% from 13.2% in the prior year comparable quarter. The earnings increase was driven by increased volumes, favorable business mix, and customer pricing actions, partially offset by increased material and logistics costs, most notably metals and freight, plant productivity shortfalls resulting from supply chain disruption and increased labor costs, and the disposition of Unified Brands in the fourth quarter of 2021.

Bookings in the second quarter of 2022 decreased 33.5% from the prior year comparable quarter, reflecting organic decline of 24.1%, a disposition-related decline of 7.2%, and an unfavorable impact from foreign currency translation of 2.2%. The organic bookings decline includes a $74.0 million reversal of an order slated for 2023 completion in our beverage can-making business due to customer financing limitations, along with a challenging comparable quarter in the prior year, especially in retail refrigeration. Segment book-to-bill for the second quarter of 2022 was 0.93. Backlog increased 38.9% over the prior year comparable period, reflective of the improving outlook across all businesses within the segment, which more than offset the order reversal in our beverage can-making business.

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Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

Climate & Sustainability Technologies segment revenue increased $30.7 million, or 3.8%, compared to the six months ended June 30, 2021, reflecting an organic revenue growth of 14.2%, an 8.1% decline from the dispositions of AMS Chino and Unified Brands and an unfavorable foreign currency translation of 2.3%. The organic revenue growth for the six months ended June 30, 2022 was driven by robust demand across all our key end-markets. Retail refrigeration revenues increased from the prior year, driven by robust remodel programs with key supermarket customers and continued growing demand for our environmentally friendly natural refrigerant systems in Europe. Our beverage equipment business experienced strong revenue growth, driven by continued favorable macro trends in the global beverage industry as producers shift from plastic and glass packaging to aluminum cans for environmental sustainability and merchandising benefits offered by modern aluminum cans. The beverage can-making business terminated a contract due to customer financing limitations, resulting in non-refundable deposits recognized in revenue and segment earnings. Our heat exchanger business experienced healthy growth across all regions, fueled by regulation-driven heat pump demand in Europe, robust demand in Asia and strengthening commercial HVAC and industrial markets globally. Customer pricing favorably impacted revenue in the six months ended June 30, 2022 by approximately 9.4% compared to 1.4% in the prior comparable period.

Climate & Sustainability Technologies segment earnings increased $17.4 million, or 17.3%, for the six months ended June 30, 2022, as compared to the prior year comparable period. Segment margin increased to 14.1% from 12.5% in the prior year. The earnings increase was driven by increased volumes, favorable business mix, and customer pricing actions, partially offset by increased material and logistics costs, most notably metals and freight, plant productivity shortfalls resulting from supply chain disruption and increased labor costs, and the disposition of Unified Brands in Q4, 2021.

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~~Pumps & Process Solutions~~Reconciliation of Segment Earnings to Net Earnings


	Three Months Ended June 30,			Six Months Ended June 30,
		2022		2021		2022		2021
Net earnings:
Segment earnings:
Engineered Products		$	81,671	$	71,255	$	152,801	$	147,939
Clean Energy & Fueling		99,034		93,430		171,996		173,002
Imaging & Identification		61,392		66,565		119,990		130,183
Pumps & Process Solutions		138,048		146,759		284,665		275,654
Climate & Sustainability Technologies		64,181		56,905		117,790		100,380
Total segment earnings		444,326		434,914		847,242		827,158
Purchase accounting expenses (1)		47,019		35,162		100,305		70,678
Restructuring and other costs (2)		7,944		10,779		18,496		14,941
Loss on dispositions (3)		—		—		194		—
Corporate expense / other (4)		27,967		39,910		65,371		77,083
Interest expense		26,989		26,661		53,541		53,484
Interest income		(949)		(942)		(1,724)		(1,622)
Earnings before provision for income taxes		335,356		323,344		611,059		612,594
Provision for income taxes		45,738		58,836		95,288		115,317
Net earnings		$	289,618	$	264,508	$	515,771	$	497,277

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

Our Pumps & Process Solutions segment manufactures specialty industrial pumps, fluid handling components, plastics and polymer processing equipment, single use pumps, flow meters and connectors for biopharma(2) Restructuring and other ~~hygienic applications,~~costs relate to actions taken for employee reductions, facility consolidations and ~~highly engineered components for rotating~~site closures, product line exits, and ~~reciprocating machines.~~

Three Months Ended September 30, Nine Months Ended September 30,
(dollars in thousands) 2021 2020 % Change 2021 2020 % Change
Revenue $ 438,240 $ 347,875 26.0 % $ 1,261,318 $ 976,506 29.2 %
Segment earnings $ 142,414 $ 89,786 58.6 % $ 404,691 $ 223,567 81.0 %
Depreciation and amortization 17,843 17,206 3.7 % 51,635 53,114 (2.8) %
Segment EBITDA $ 160,257 $ 106,992 49.8 % $ 456,326 $ 276,681 64.9 %
Segment margin 32.5% 25.8% 32.1% 22.9%
Segment EBITDA margin 36.6% 30.8% 36.2% 28.3%
Other measures:
Bookings $ 490,581 $ 323,801 51.5 % $ 1,562,956 $ 969,076 61.3 %
Backlog $ 682,415 $ 361,631 88.7 %
Components of revenue growth:
Organic growth 24.6 % 25.4 %
Acquisitions 0.2 % 0.7 %
Foreign currency translation 1.2 % 3.1 %
26.0 % 29.2 %
other asset charges.

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

~~Third Quarter 2021 Compared~~(4) Certain expenses are maintained at the corporate level and not allocated to the ~~Third Quarter 2020~~

~~Pumps & Process Solutions segment revenue for the third quarter of 2021 increased $90.4 million, or 26.0%, as compared~~segments. These expenses include executive and functional compensation costs, non-service pension costs, non-operating insurance expenses, shared business services overhead costs, deal-related expenses and various administrative expenses relating to the third quarter of 2020, comprised of organic growth of 24.6%, a favorable impact from foreign currency translation of 1.2%, and acquisition-related growth of 0.2%. Acquisition-related growth was primarily driven by the acquisition of Quantex Arc Limited and one other immaterial acquisition. Customer pricing favorably impacted revenue by approximately ~~2.3%~~ ~~in the third quarter.~~corporate headquarters.

~~The organic revenue growth was primarily driven by continued robust demand in the biopharma~~Restructuring and hygienic markets, where we saw continued strong demand for single use pumps and connectors used in biopharmaceutical production processes. Our industrial pumps business also contributed to top-line growth on strong end market demand, despite experiencing supply chain constraints and customer delivery challenges throughout the quarter. Revenue in bearings and compression components saw solid growth amidst continued recovery in end market demand. Demand in our plastics and polymer processing solutions business remained strong, however revenues declined year over year on the timing of customer shipments and high revenue in the prior year comparable quarter. We expect the broad-based strength across all our pumps and process solutions businesses to carry into the next quarter and beyond.Other Costs (Benefits)

~~Pumps & Process Solutions~~Restructuring and other costs (benefits) are not presented in our segment earnings increased $52.6 million, or 58.6%, over the prior year comparable quarter. The increase was primarily driven by strong conversion on revenue growth, product mix, pricing initiatives, and productivity actions, partially offset by material and labor cost inflation. Segment margin increased to 32.5% from 25.8%because these costs are excluded from the ~~prior year comparable quarter.~~

~~Overall bookings increased 51.5% as compared~~segment operating performance measure reviewed by management. 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 the ~~prior year comparable quarter, reflecting organic growth~~six months ended June 30, 2022, substantial liquidation and exit from certain Latin America countries in our Climate & Sustainability Technologies segment contributed to restructuring expenses of ~~50.1%~~$12.5 million and other costs (benefits), ~~a favorable impact from~~net of $6.0 million, comprised primarily of foreign currency translation losses and asset write-downs. These restructuring and other charges were recorded in cost of ~~1.1%,~~goods and ~~acquisition-related growth of 0.3%. Organic bookings growth was driven by significant growth~~services and selling, general and administrative expenses in the biopharma and hygienic pumps and connectors markets, as well as strong order intake in industrial pumps and plastics & polymer processing solutions, and increased demand in bearings and compression components. Segment book to bill was 1.12. Backlog increased 88.7% compared toCondensed Consolidated Statement of Earnings. Additional programs beyond the ~~prior year comparable quarter.~~scope of the announced programs may be implemented during 2022 with related restructuring charges.

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~~Nine Months Ended September~~We recorded the following restructuring and other costs for the three and six months ended June 30, ~~2021 Compared to the Nine Months Ended September 30, 2020~~2022:


	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

During the three and six months ended June 30, 2021, restructuring and other activities included restructuring charges of $9.4 million and $15.9 million, respectively, and other costs (benefits) of $1.3 million and $(0.9) million, respectively. Restructuring expense and other costs were comprised primarily of new actions initiated in 2020 and 2021 in response to demand conditions, asset charges related to a product line exit and broad-based operational efficiency initiatives focusing on footprint consolidation and IT centralization. Other costs (benefits), net for the six months ended June 30, 2021 was comprised primarily of a gain on sale of assets of $2.0 million and $1.3 million in our Pumps & Process Solutions ~~segment revenue increased $284.8~~and Climate & Sustainability Technologies segments, respectively, as a result of restructuring actions, partially offset by $2.4 million ~~or 29.2%, as compared to the nine months ended September 30, 2020, attributable to organic growth~~ of ~~25.4%, a favorable impact from foreign currency translation~~restructuring related costs. These restructuring and other charges were recorded in cost of ~~3.1%~~goods and ~~a 0.7% impact from acquisitions. The organic increase was principally driven by strong performance~~services and selling, general and administrative expenses in the biopharma and hygienic pumps and connectors markets, along with solid growth in industrial pumps and plastics & polymer processing solutions. Customer pricing favorably impacted revenue by approximately ~~1.5%~~ ~~for the nine months ended September 30, 2021.~~Condensed Consolidated Statement of Earnings.

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


	Three Months Ended June 30, 2021
(dollars in thousands)	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Corporate		Total
Restructuring	$	4,339	$	1,415	$	174	$	904	$	2,283	$	321	$	9,436
Other costs (benefits), net	315		242		4		(5)		256		531		1,343
Restructuring and other costs	$	4,654	$	1,657	$	178	$	899	$	2,539	$	852	$	10,779


	Six Months Ended June 30, 2021
(dollars in thousands)	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Corporate		Total
Restructuring	$	8,330	$	1,464	$	864	$	887	$	3,344	$	982	$	15,871
Other costs (benefits), net	343		251		(4)		(1,994)		(843)		1,317		(930)
Restructuring and other costs (benefits)	$	8,673	$	1,715	$	860	$	(1,107)	$	2,501	$	2,299	$	14,941

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~~Refrigeration & Food Equipment~~

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

Three Months Ended September 30, Nine Months Ended September 30,
(dollars in thousands) 2021 2020 % Change 2021 2020 % Change
Revenue $ 429,425 $ 368,395 16.6 % $ 1,232,008 $ 973,835 26.5 %
Segment earnings(1)
$ 42,841 $ 40,159 6.7 % $ 129,929 $ 75,147 72.9 %
Depreciation and amortization 12,392 12,081 2.6 % 36,565 35,050 4.3 %
Segment EBITDA(1)
$ 55,233 $ 52,240 5.7 % $ 166,494 $ 110,197 51.1 %
Segment margin(1)
10.0% 10.9% 10.5% 7.7%
Segment EBITDA margin(1)
12.9% 14.2% 13.5% 11.3%
Other measures:
Bookings $ 540,280 $ 449,549 20.2 % $ 1,684,151 $ 1,131,106 48.9 %
Backlog $ 964,233 $ 472,140 104.2 %
Components of revenue growth:
Organic growth 16.0 % 25.1 %
Dispositions — % (0.5) %
Foreign currency translation 0.6 % 1.9 %
16.6 % 26.5 %

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

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

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

~~The organic revenue~~ ~~growth~~ was principally driven by robust demand across all our key end-markets. Can-shaping equipment revenues more than doubled from prior year, driven by continued favorable macro trends in the global beverage industry as producers shift from plastic and glass packaging to aluminum containers for environmental sustainability and merchandising benefits offered by modern aluminum containers. Our heat exchanger business experienced healthy growth across all regions, fueled by regulation-driven heat pump demand in Europe, robust demand in Asia and strengthening commercial HVAC and industrial markets globally. Commercial foodservice equipment revenues improved over the comparable prior year period, as many key restaurant chain customers resumed store investment programs once government mandated COVID-19 restrictions began to ease. Retail refrigeration experienced broad based growth as well, driven by robust remodel programs with key supermarket customers and strong growth for our natural refrigerant systems in both Europe and the U.S.

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

Bookings in the third quarter of 2021 increased 20.2% from the prior year comparable quarter, reflecting organic growth of 19.7% and a favorable impact from foreign currency translation of 0.5%. The organic bookings growth was principally driven by continued supermarket remodel programs in retail refrigeration and strong global demand for brazed plate heat exchangers.

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

~~Nine Months Ended September 30, 2021 Compared~~Purchase accounting expenses primarily relate to amortization of acquired assets and charges related to fair value step-ups for acquired inventory sold during the ~~Nine Months Ended September 30, 2020~~

~~Refrigeration & Food Equipment~~period. These expenses are not presented in our segment revenue increased $258.2 million, or 26.5%, compared to the nine months ended September 30, 2020, reflecting an organic revenue growth of 25.1% and a favorable foreign currency translation of 1.9%, partially offset by a 0.5% impactearnings because they are excluded from the ~~disposition of AMS Chino. The organic revenue growth for the nine months ended September 30, 2021 was driven~~segment operating performance measure reviewed by ~~strong growth across our key end markets, most notably retail~~ ~~refrigeration, can-shaping equipment and heat exchangers. Commercial foodservice equipment revenues exceeded prior year, driven by a strong recovery with restaurant chain customers due~~management. These expenses reconcile to ~~the easing of COVID-19 government mandated restrictions. Customer pricing favorably impacted revenue by approximately 3.0% for the nine months ended September 30, 2021.~~

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Purchase accounting expenses
Engineered Products	$	5,593	$	3,881	$	10,408	$	7,767
Clean Energy & Fueling 1	26,895		13,018		58,225		26,052
Imaging & Identification	5,609		5,640		11,301		11,584
Pumps & Process Solutions	4,097		7,228		10,688		14,484
Climate & Sustainability Technologies	4,825		5,395		9,683		10,791
Total	$	47,019	$	35,162	$	100,305	$	70,678
1 The increase of $13,877 and $32,173 in purchase accounting expenses for the three and six months ended June 30, 2022, respectively, from the prior year comparable period in our Clean Energy & Fueling segment is due to the acquisition of RegO and Acme Cryogenics in Q4 2021, inclusive of $6,898 and $18,995, respectively, in charges related to fair value step-ups for inventory.

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FINANCIAL CONDITION

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

Cash Flow Summary

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


		Nine Months Ended September 30,					Six Months Ended June 30,
Cash Flows (dollars in thousands)	Cash Flows (dollars in thousands)	2021		2020		Cash Flows (dollars in thousands)	2022		2021
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	$	788,586	$	686,919	Operating activities	$	202,456	$	437,257
Investing activities	Investing activities	(286,642)		(362,998)		Investing activities	(115,853)		(151,203)
Financing activities	Financing activities	(274,798)		(283,336)		Financing activities	45,265		(200,188)

Operating Activities

Cash provided by operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2021 increased~~2022 decreased approximately ~~$101.7~~$234.8 million compared to the comparable period in ~~2020.~~2021. This ~~increase~~decrease was primarily driven by higher ~~net earnings, excluding~~investments in inventoryto support business and backlog growth, and also to mitigate potential inventory shortages given the ~~impact of depreciation, amortization~~continuing supply chain disruptions and constraints, as well as higher compensation payouts. Additionally, estimated tax payments increased from 2021 to 2022, which includes a $43.5 million income tax payment in 2022 related to the gain on sale of ~~a business as well as lower compensation payouts~~Unified Brands in 2021 compared to 2020. This increase was partially offset by higher investments in working capital to support business growth. Additionally, 2020 included the impact of permitted deferrals of approximately $20 million of payroll taxes in the second and third quarters of 2020 to the fourth quarters of 2021 and 2022. There were no such deferrals inQ4 2021.

Adjusted Working Capital: We believe adjusted working capital (a non-GAAP measure calculated as accounts receivable, plus inventory, less accounts payable) provides a meaningful measure of ~~our operational results~~liquidity by showing changes caused ~~solely~~ by ~~revenue.~~operational results. The following table provides a ~~reconciliation~~calculation of adjusted working ~~capital to the most directly comparable GAAP measure:~~capital:
Adjusted Working Capital (dollars in thousands)
September 30, 2021 December 31, 2020
Accounts receivable $ 1,351,144 $ 1,137,223
Inventories 1,055,831 835,804
Less: Accounts payable 1,047,824 853,942
Adjusted working capital $ 1,359,151 $ 1,119,085

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Adjusted Working Capital (dollars in thousands)	June 30, 2022		December 31, 2021
Accounts receivable	$	1,514,455	$	1,347,514
Inventories	1,381,607		1,191,095
Less: Accounts payable	1,200,612		1,073,568
Adjusted working capital	$	1,695,450	$	1,465,041

Adjusted working capital increased from December 31, ~~2020~~2021 by ~~$240.1~~$230.4 million, or ~~21.5%~~15.7%, to ~~$1.4~~$1.7 billion at ~~September~~June 30, ~~2021,~~2022, which reflected an increase of ~~$213.9~~$166.9 million in accounts receivable and ~~$220.0~~$190.5 million in inventory, partially offset by an increase in accounts payable of ~~$193.9~~$127.0 million. These amounts include the effects of acquisitions ~~dispositions~~ and foreign currency translation. Accounts receivable increased compared to the prior year as a result of higher revenue. Inventories increased to support business and backlog growth, and ~~higher backlog which~~to also ~~drove~~mitigate potential inventory shortages due to supply chain disruptions and constraints. These factors also led to an increase in accounts payable.

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

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Outstanding payments related to SCF programs are recorded within accounts payable in our consolidated balance sheets. As of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, amounts due to financial institutions for suppliers using SCF were approximately ~~$218~~$162 million and ~~$139~~$211 million, respectively. ~~SCF related~~SCF-related payments are classified as a reduction to cash flows from operations. During the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021, amounts paid to SCF financial institutions were approximately ~~$596~~$460 million and ~~$448  million,~~ $378 million, respectively.

Investing Activities

Cash ~~provided from~~used in investing activities is derived from cash outflows for capital expenditures and acquisitions, offset by proceeds from sales of ~~businesses and~~ property, plant and equipment. For the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, we used cash in investing activities of ~~$286.6~~$115.9 million and ~~$363.0~~$151.2 million, respectively, primarily driven ~~mainly~~ by the the following factors:

•Acquisitions: During the ~~nine~~six months ended ~~September~~June 30, 2022, we deployed approximately $8.5 million, net, to acquire AMN within the Pumps & Process Solutions segment. In comparison, during the six months ended June 30, 2021, we acquired ~~Espy and CDS Visual within the Engineered Products segment,~~ AvaLAN and Blue Bite within the Clean Energy & Fueling ~~Solutions~~ and Imaging & Identification segments, respectively, and Quantex and one other immaterial acquisition within the Pumps & Process Solutions segment for ~~$171.3~~an aggregate of $81.2 million, net of cash acquired. During the nine months ended September 30, 2020, we acquired Systech, Soft-Pak, Em-tec, Solaris, and an immaterial business within the Imaging & Identification, Engineered Products, and Pumps & Process Solutions segments, respectively, for $258.7 million, net of cash acquired.net.

•Capital spending: Our capital expenditures ~~decreased $2.4~~increased $27.3 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. We ~~continue to~~ expect full year ~~2021~~2022 capital expenditures to be approximately ~~$175-~~$200-$~~200~~220 million.

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

We anticipate that capital expenditures and any acquisitions we make through the remainder of ~~2021~~2022 will be funded from available cash and internally generated funds and through the issuance of commercial paper, use of lines of credit or public or private debt markets, as necessary.

Financing Activities

Our cash flow from financing activities generally relates to the use of cash for purchases of our common stock and payment of dividends, offset by net borrowing activity. For the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, we generated cash totaling $45.3 million and ~~2020, we~~ used cash totaling ~~$274.8 million and $283.3~~$200.2 million, respectively, for financing activities, with the activity primarily attributable to the following:

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•Repurchase of common stock: During the ~~nine~~six months ended ~~September~~June 30, 2022, we used $85.0 million to repurchase 641,428 shares. During the six months ended June 30, 2021, we used $21.6 million to repurchase 182,951 shares. ~~During the nine months ended September 30, 2020, we used $52.9 million to repurchase 548,659 shares.~~

•~~Long-term debt, commercial~~Commercial paper and notes payable: During the ~~nine~~six months ended ~~September~~June 30, 2022 we received net proceeds of $288.0 million from commercial paper borrowings. During the six months ended June 30, 2021 we did not borrow or have proceeds from ~~long-term debt,~~ commercial paper or notes payable. During the nine months ended September 30, 2020, we borrowed $500 million under the $1.0 billion Credit Agreement which was repaid during the same period. During the nine months ended September 30, 2020, we also received net proceeds from commercial paper of $5.8 million.

•Dividend payments: Dividends paid to shareholders during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 totaled ~~$214.8~~$144.1 million as compared to ~~$213.0~~$142.7 million during the same period in ~~2020.~~2021. Our dividends paid per common share increased 1.0% to ~~$1.49~~$1.00 during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to $~~1.475~~0.99 during the same period in ~~2020.~~2021.

•Payments to settle employee tax obligations: Payments to settle tax obligations from the exercise of share-based awards ~~increased $13.4~~declined $21.0 million compared to the prior year ~~period. The increase is~~period, primarily due to the ~~increase~~decrease in the number of shares ~~exercised and an increase in the average stock price compared to the prior year period.~~exercised.

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Liquidity and Capital Resources

Free Cash Flow

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

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


		Nine Months Ended September 30,							Six Months Ended June 30,
Free Cash Flow (dollars in thousands)	Free Cash Flow (dollars in thousands)	2021			2020			Free Cash Flow (dollars in thousands)	2022			2021
Cash flow provided by operating activities	Cash flow provided by operating activities	$	788,586		$	686,919		Cash flow provided by operating activities	$	202,456		$	437,257
Less: Capital expenditures	Less: Capital expenditures	(121,157)			(123,564)			Less: Capital expenditures	(100,577)			(73,231)
Free cash flow	Free cash flow	$	667,429		$	563,355		Free cash flow	$	101,879		$	364,026

Cash flow from operating activities as a percentage of revenue								Cash flow from operating activities as a percentage of revenue	4.8		%	11.2		%

Cash flow from operating activities as a percentage of net earnings								Cash flow from operating activities as a percentage of net earnings	39.3		%	87.9		%

Free cash flow as a percentage of revenue	Free cash flow as a percentage of revenue	11.3		%	11.5		%	Free cash flow as a percentage of revenue	2.4		%	9.3		%

Free cash flow as a percentage of net earnings	Free cash flow as a percentage of net earnings	87.7		%	112.4		%	Free cash flow as a percentage of net earnings	19.8		%	73.2		%

For the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we generated cash flow from operating activities of $202.5 million, representing 4.8% of revenue and 39.3% of net earnings, and we generated free cash flow of ~~$667.4~~$101.9 million, representing ~~11.3%~~2.4% of revenue and ~~87.7%~~19.8% of net earnings. Free cash flow for the ~~nine~~six months ended ~~September~~June 30, ~~2021 increased $104.1~~2022 decreased $262.1 million compared to the prior year period, due to ~~higher~~lower operating cash flow primarily as a result of ~~higher earnings~~increases in inventory, compensation payouts, estimated tax payments, and ~~lower compensation payments, partially offset by higher~~ investments in ~~working~~ capital expenditures compared to ~~support growth, and deferrals~~the prior year. The six months ended June 30, 2022 includes a $43.5 million income tax payment related to the gain on sale of ~~tax payments~~Unified Brands in ~~2020 that did not repeat in 2021, as previously noted.~~Q4 2021.

Capitalization

We use commercial paper borrowings for general corporate purposes, including the funding of acquisitions and the repurchase of our common ~~stock~~.stock. As of ~~September~~June 30, ~~2021,~~2022, we maintained a $1$1.0 billion ~~Credit Agreement~~five-year unsecured revolving credit facility (the "Credit Agreement") with a syndicate of banks ~~with an expiration date of~~which expires on October 4, 2024. The Credit Agreement is used as liquidity back-up for our commercial paper program and for general corporate purposes.

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

Under the Credit Agreement, we are required to pay a facility fee and to maintain an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of not less than 3.0 to 1.0. We were in compliance with this covenant and our other long-term debt covenants at ~~September~~June 30, ~~2021~~2022 and had aan interest coverage ratio of ~~14.9~~17.8 to 1. We are not aware of any

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potential impairment to our liquidity and expect to remain in compliance with all of our debt covenants. Additionally, our earliest long-term debt maturity isis in 2025.

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

At ~~September~~June 30, ~~2021,~~2022, our cash and cash equivalents totaled ~~$739.1~~$515.4 million, of which ~~$503.8~~ $252.9 million ~~was~~was held outside the United States. At December 31, ~~2020,~~2021, our cash and cash equivalents totaled ~~$513.1~~$385.5 million, of ~~which $345.9~~which $257.5 million ~~was~~was held outside the United ~~States.~~States. Cash and cash equivalents in excess of near-term requirements are invested in highly liquid investment-grade money market ~~instruments and~~instruments, short-term investments, or bank deposits, ~~with maturities of three months or less. We invest any cash in excess of near-term requirements in money~~

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~~market instruments or short-term investments,~~ which consist of ~~investment grade~~investment-grade time deposits with original maturity dates at the time of purchase of no greater than three months. Subsequent to the second quarter of 2022, the Company completed the acquisition of Malema and paid approximately $224.0 million. See Note 20 — Subsequent Events 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. Net capitalization represents net debt plus stockholders' equity. The following table provides a reconciliation of net debt to net capitalization to the most directly comparable GAAP measures:


Net Debt to Net Capitalization Ratio (dollars in thousands)	Net Debt to Net Capitalization Ratio (dollars in thousands)	September 30, 2021			December 31, 2020			Net Debt to Net Capitalization Ratio (dollars in thousands)	June 30, 2022			December 31, 2021

Short-term borrowings								Short-term borrowings	$	654		$	702
Commercial paper								Commercial paper	393,000			105,000
Notes payable								Notes payable	$	393,654		$	105,702
Long-term debt	Long-term debt	$	3,060,184		$	3,108,829		Long-term debt	$	2,936,124		$	3,018,714
Total debt	Total debt	3,060,184			3,108,829			Total debt	3,329,778			3,124,416
Less: Cash and cash equivalents	Less: Cash and cash equivalents	(739,144)			(513,075)			Less: Cash and cash equivalents	(515,371)			(385,504)
Net debt	Net debt	2,321,040			2,595,754			Net debt	2,814,407			2,738,912
Add: Stockholders' equity	Add: Stockholders' equity	3,891,818			3,385,773			Add: Stockholders' equity	4,388,523			4,189,528
Net capitalization	Net capitalization	$	6,212,858		$	5,981,527		Net capitalization	$	7,202,930		$	6,928,440
Net debt to net capitalization	Net debt to net capitalization	37.4		%	43.4		%	Net debt to net capitalization	39.1		%	39.5		%

Our net debt to net capitalization ratio decreased to ~~37.4%~~39.1% at ~~September~~June 30, ~~2021~~2022 compared to ~~43.4%~~39.5% at December 31, ~~2020.~~2021. Net debt ~~decreased $274.7~~increased $75.5 million during the period primarily due to an increase in commercial paper borrowings, partially offset by the increase in cash and cash ~~equivalents and a decrease in long-term debt as a result of foreign currency translation on Euro denominated notes.~~equivalents. Stockholders' equity increased ~~$506.0~~$199.0 million primarily as a result of earnings during the period, partially offset by dividends paid and exercises of share-based ~~awards and share repurchases.~~awards.

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

Critical Accounting Policies and Estimates

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

Recent Accounting Standards

See ~~Part 1, Notes to~~Note 19 — Recent Accounting Pronouncements in the Condensed Consolidated Financial Statements ~~Note 20 — Recent Accounting Pronouncements.~~in Item 1 of this Form 10-Q. The adoption of recent accounting standards as included in Note 2019 — 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 Notes 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. All statements in this document other than statements of historical fact are statements that are, or could be deemed, ~~“forward-looking”~~"forward-looking" statements. Some of these statements may be indicated by words such as ~~“may”~~"may", ~~“anticipate”~~"anticipate", ~~“expect”~~"expect", ~~believe”~~"believe", ~~“intend”~~"intend", ~~“guidance”~~"guidance", ~~“estimates”~~"estimates", ~~“suggest”~~"suggest", ~~“will”~~"will", ~~“plan”~~"plan", ~~“should”~~"should", ~~“would”~~"would", ~~“could”~~"could", ~~“forecast”~~"forecast", "headwind", "tailwind" and other words and terms that use the future tense or have a similar meaning. Forward-looking statements are based on current expectations and are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control. Factors that could cause actual results to differ materially from current expectations include, among other things, the impacts of COVID-19 or other future pandemics on the global economy and on our customers, suppliers, employees, business and cash flows, supply chain constraints and labor shortages that could result in production stoppages, inflation in material input costs and freight logistics, other general economic conditions and conditions in the particular markets in which we operate, changes in customer demand and capital spending, competitive factors and pricing pressures, our ability to develop and launch new products in a cost-effective manner, changes in law, including the effect of ~~U.S.~~ tax laws and developments with respect to trade policy and tariffs, our ability to identify and complete acquisitions and integrate and realize synergies from newly acquired businesses, the impact of interest rate and currency exchange rate fluctuations, capital allocation plans and changes in those plans, including with

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respect to dividends, share repurchases, investments in research and development, capital expenditures and acquisitions, our ability to derive expected benefits from restructuring, productivity initiatives and other cost reduction actions, changes in material costs or the supply of input materials, the impact of legal compliance risks and litigation, including with respect to product quality and safety, cybersecurity and privacy, our ability to capture and protect intellectual property rights, and various other factors that are described in our periodic reports filed with or furnished to the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

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

Non-GAAP Disclosures

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

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

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no significant change in our exposure to market risk during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. For a discussion of our exposure to market risk, refer to Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," contained in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021.

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Item 4. Controls and Procedures

At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of ~~September~~June 30, ~~2021.~~2022.

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During the ~~third~~second quarter of ~~2021,~~2022, there were no changes in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

See ~~Part I, Notes to~~Note 13 — Commitments and Contingent Liabilities in the Condensed Consolidated Financial Statements ~~Note 14 — Commitments and Contingent Liabilities.~~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, ~~2020.~~2021.

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

a.Not applicable.

b.Not applicable.

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


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plans or Programs (1)
April 1 to April 30	—	$	—	—	19,817,049
May 1 to May 31	641,428	132.52		641,428	19,175,621
June 1 to June 30	—	—		—	19,175,621
For the Second Quarter	641,428	$	132.52	641,428	19,175,621

(1)In November 2020, the Company's Board of Directors approved a new standing share repurchase authorization, whereby the Company may repurchase up to 20 million shares beginning on January 1, 2021 through December 31, 2023. ~~No share repurchases were made~~The Company repurchased 641,428 shares under the November 2020 authorization during the three months ended ~~September~~June 30, ~~2021.~~2022. As of ~~September~~June 30, ~~2021,~~2022, the number of shares still available for repurchase under the November 2020 share repurchase authorization was ~~19,817,049.~~19,175,621.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Table of Contents

Item 5. Other Information

Not applicable.

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Item 6. Exhibits


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

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

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

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

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

101			The following materials from Dover Corporation’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2021~~2022 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Earnings, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.

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

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Signatures

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


		DOVER CORPORATION

Date:	~~October 19, 2021~~July 21, 2022	/s/ Brad M. Cerepak
		Brad M. Cerepak
		Senior Vice President & Chief Financial Officer
		(Principal Financial Officer)

Date:	~~October 19, 2021~~July 21, 2022	/s/ Ryan W. Paulson
		Ryan W. Paulson
		Vice President, Controller
		(Principal Accounting Officer)

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

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


	Three Months Ended September 30, 2021
(dollars in thousands)	Engineered Products		Fueling Solutions		Imaging & Identification		Pumps & Process Solutions		Refrigeration & Food Equipment		Corporate		Total
Restructuring (GAAP)	$	870	$	1,620	$	168	$	639	$	1,293	$	200	$	4,790
Other (benefits) costs, net	(9,202)		(36)		1,123		(152)		227		49		(7,991)
Rightsizing (Non-GAAP)	$	(8,332)	$	1,584	$	1,291	$	487	$	1,520	$	249	$	(3,201)


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


	Three Months Ended September 30, 2020
(dollars in thousands)	Engineered Products		Fueling Solutions		Imaging & Identification		Pumps & Process Solutions		Refrigeration & Food Equipment		Corporate		Total
Restructuring (GAAP)	$	2,342	$	1,572	$	99	$	1,719	$	534	$	474	$	6,740
Other costs (benefits), net	33		43		—		52		(1,505)		485		(892)
Rightsizing (Non-GAAP)	$	2,375	$	1,615	$	99	$	1,771	$	(971)	$	959	$	5,848


	Nine Months Ended September 30, 2020
(dollars in thousands)	Engineered Products		Fueling Solutions		Imaging & Identification		Pumps & Process Solutions		Refrigeration & Food Equipment		Corporate		Total
Restructuring (GAAP)	$	6,860	$	3,958	$	(167)	$	10,271	$	3,307	$	2,136	$	26,365
Other costs, net	45		18		3		37		2,442		1,637		4,182
Rightsizing (Non-GAAP)	$	6,905	$	3,976	$	(164)	$	10,308	$	5,749	$	3,773	$	30,547