UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~June 30, 2022~~March 31, 2023

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

OF 1934

For the transition period from to

Commission File Number: 1-4018

(Exact name of registrant as specified in its charter)


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

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

(630) 541-1540

(Registrant’s telephone number, including area code)

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


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

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

Yes ☑ No o

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

Yes ☑ No o

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

Large Accelerated Filer

☑

Accelerated Filer

☐

Emerging Growth Company

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

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

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

The number of shares outstanding of the Registrant’s common stock as of ~~July 14, 2022~~April 19, 2023 was ~~143,549,312.~~139,851,298.

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 a ~~nd six~~ months ended ~~June~~March 3 01 , ~~2022~~202 3 and ~~2021~~202 2	1
	Condensed Consolidated Statements of Comprehensive Earnings for the three ~~and six~~ months ended ~~June~~March 3 01 , ~~2022~~202 3 and ~~2021~~202 2	2
	Condensed Consolidated Balance Sheets at ~~June~~ 3 0 ~~, 2022~~March 31, 2023 and December 31, ~~2021~~2022	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three ~~and six~~ months ended ~~June~~March 3 01 , ~~2022~~202 3 and ~~2021~~202 2	4
	Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June~~March 3 01 , ~~2022~~202 3 and ~~2021~~202 2	65
	Note 1 — Basis of Presentation	76
	Note 2 — Revenue	76
	~~Note 3 — Acquisitions~~	8

	Note 43 — Inventories, net	7
	Note 4 — Property, Plant and Equipment, net	7
	Note 5 — Credit Losses	7
	Note 6 — Goodwill and Other Intangible Assets	7
	Note 7 — Restructuring Activities	8
	Note 8 — Borrowings	9
	Note 9 — Financial Instruments	10
	Note 510 — ~~Property, Plant and Equipment, net~~	10
	~~Note 6 — Credit Losses~~	10
	~~Note 7 — Goodwill and Other Intangible Assets~~Income Taxes	11
	Note 811 — ~~Restructuring Activities~~Equity Incentive Program	12
	Note 912 — ~~Borrowings~~Commitments and Contingent Liabilities	13

	Note 1013 — ~~Financial Instruments~~Other Comprehensive Earnings	14
	Note 1114 — ~~Income Taxes~~Segment Information	1514
	Note 1215 — ~~Equity Incentive Program~~	15
	~~Note 13 — Commitments and Contingent Liabilities~~Share Repurchases	17
	Note 1416 — ~~Employee Benefit Plans~~Earnings per Share	17
	Note 1517 — ~~Other Comprehensive Earnings~~Recent Accounting Pronouncements	1918
	~~Note 16 — Segment Information~~	19
	~~Note 17 — Share Repurchases~~	22
	Note 18 — ~~Earnings per Share~~	22
	~~Note 19 — Recent Accounting Pronouncements~~	23
	~~Note 20 —~~ Subsequent Events	2318
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2419
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4435
Item 4.	Controls and Procedures	4535

PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	4536
Item 1A.	Risk Factors	4536
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4536
Item 3.	Defaults Upon Senior Securities	4536
Item 4.	Mine Safety Disclosures	4536
Item 5.	Other Information	4636
Item 6.	Exhibits	4737

SIGNATURES		4838

Table of Contents

Item 1. Financial Statements

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Revenue	Revenue	$	2,158,715	$	2,031,676	$	4,210,616	$	3,899,577	Revenue	$	2,079,023	$	2,051,901
Cost of goods and services	Cost of goods and services	1,377,432		1,259,504		2,686,139		2,405,857		Cost of goods and services	1,332,004		1,308,707
Gross profit	Gross profit	781,283		772,172		1,524,477		1,493,720		Gross profit	747,019		743,194
Selling, general and administrative expenses	Selling, general and administrative expenses	424,433		428,042		868,276		837,040		Selling, general and administrative expenses	432,414		443,843

Operating earnings	Operating earnings	356,850		344,130		656,201		656,680		Operating earnings	314,605		299,351
Interest expense	Interest expense	26,989		26,661		53,541		53,484		Interest expense	34,214		26,552
Interest income	Interest income	(949)		(942)		(1,724)		(1,622)		Interest income	(2,091)		(775)

Other income, net	Other income, net	(4,546)		(4,933)		(6,675)		(7,776)		Other income, net	(3,808)		(2,129)
Earnings before provision for income taxes	Earnings before provision for income taxes	335,356		323,344		611,059		612,594		Earnings before provision for income taxes	286,290		275,703
Provision for income taxes	Provision for income taxes	45,738		58,836		95,288		115,317		Provision for income taxes	57,716		49,550

Net earnings	Net earnings	$	289,618	$	264,508	$	515,771	$	497,277	Net earnings	$	228,574	$	226,153

Net earnings per share:	Net earnings per share:									Net earnings per share:
Basic	Basic	$	2.01	$	1.84	$	3.58	$	3.46	Basic	$	1.64	$	1.57
Diluted	Diluted	$	2.00	$	1.82	$	3.56	$	3.43	Diluted	$	1.63	$	1.56
Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	143,832		143,941		143,959		143,854		Basic	139,757		144,087
Diluted	Diluted	144,669		145,118		144,998		145,040		Diluted	140,616		145,329

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In thousands)

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Net earnings $ 289,618 $ 264,508 $ 515,771 $ 497,277
Other comprehensive (loss) earnings, net of tax
Foreign currency translation adjustments:
Foreign currency translation (losses) gains (77,552) 21,559 (99,205) 8,588
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) (77,552) 21,559 (93,290) 8,588
Pension and other post-retirement benefit plans:
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 226 224 447 432
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:
Unrealized net (losses) gains arising during period (1,150) (5) 814 4,319
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) (2,195) (1,465) (1,807) 1,448
Other comprehensive (loss) earnings, net of tax (79,176) 22,671 (93,945) 15,195
Comprehensive earnings $ 210,442 $ 287,179 $ 421,826 $ 512,472


	Three Months Ended March 31,
	2023		2022
Net earnings	$	228,574	$	226,153
Other comprehensive earnings (loss), net of tax
Foreign currency translation adjustments:
Foreign currency translation gain (loss)	16,572		(21,653)
Reclassification of foreign currency translation losses to earnings	—		5,915
Total foreign currency translation adjustments (net of $4,050 and $(8,431) tax benefit (provision), respectively)	16,572		(15,738)
Pension and other post-retirement benefit plans:


Amortization of actuarial (gain) loss included in net periodic pension cost	(534)		360
Amortization of prior service costs included in net periodic pension cost	264		221

Total pension and other post-retirement benefit plans (net of $82 and $(208) tax benefit (provision), respectively)	(270)		581
Changes in fair value of cash flow hedges:
Unrealized net (loss) gain arising during period	(73)		1,964
Net loss (gain) reclassified into earnings	846		(1,576)
Total cash flow hedges (net of $(220) and $(112) tax provision, respectively)	773		388

Other comprehensive earnings (loss), net of tax	17,075		(14,769)
Comprehensive earnings	$	245,649	$	211,384

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	515,371	$	385,504	Cash and cash equivalents	$	272,426	$	380,868

Receivables, net	Receivables, net	1,514,455		1,347,514		Receivables, net	1,460,970		1,516,871
Inventories, net	Inventories, net	1,381,607		1,191,095		Inventories, net	1,405,416		1,366,608
Prepaid and other current assets	Prepaid and other current assets	179,563		137,596		Prepaid and other current assets	177,038		159,118

Total current assets	Total current assets	3,590,996		3,061,709		Total current assets	3,315,850		3,423,465
Property, plant and equipment, net	Property, plant and equipment, net	963,780		957,310		Property, plant and equipment, net	1,011,707		1,004,825

Goodwill	Goodwill	4,481,451		4,558,822		Goodwill	4,680,713		4,669,494
Intangible assets, net	Intangible assets, net	1,294,626		1,359,522		Intangible assets, net	1,301,696		1,333,735
Other assets and deferred charges	Other assets and deferred charges	476,568		466,264		Other assets and deferred charges	494,679		465,000

Total assets	Total assets	$	10,807,421	$	10,403,627	Total assets	$	10,804,645	$	10,896,519

LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Notes payable		$	393,654	$	105,702
Short-term borrowings						Short-term borrowings	$	514,567	$	735,772
Accounts payable	Accounts payable	1,200,612		1,073,568		Accounts payable	1,039,162		1,068,144
Accrued compensation and employee benefits	Accrued compensation and employee benefits	224,244		302,978		Accrued compensation and employee benefits	191,687		269,785
Deferred revenue	Deferred revenue	253,632		227,549		Deferred revenue	285,209		256,933
Accrued insurance	Accrued insurance	105,823		101,448		Accrued insurance	94,573		92,876
Other accrued expenses	Other accrued expenses	316,209		347,097		Other accrued expenses	320,435		318,337
Federal and other income taxes	Federal and other income taxes	53,461		91,999		Federal and other income taxes	62,860		31,427

Total current liabilities	Total current liabilities	2,547,635		2,250,341		Total current liabilities	2,508,493		2,773,274
Long-term debt	Long-term debt	2,936,124		3,018,714		Long-term debt	2,961,362		2,942,513
Deferred income taxes	Deferred income taxes	366,498		364,117		Deferred income taxes	358,831		375,150
Noncurrent income tax payable	Noncurrent income tax payable	44,313		48,385		Noncurrent income tax payable	44,313		44,313
Other liabilities	Other liabilities	524,328		532,542		Other liabilities	471,085		474,903

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

Total stockholders' equity	Total stockholders' equity	4,388,523		4,189,528		Total stockholders' equity	4,460,561		4,286,366
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	10,807,421	$	10,403,627	Total liabilities and stockholders' equity	$	10,804,645	$	10,896,519

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except per share data)

(Unaudited)

Common stock $1 par value Additional paid-in capital Retained earnings Accumulated other comprehensive loss Treasury stock Total stockholders' equity
Balance at March 31, 2022 $ 259,573 $ 858,587 $ 9,599,195 $ (168,821) $ (6,218,758) $ 4,329,776
Net earnings — — 289,618 — — 289,618
Dividends paid ($0.50 per share) — — (71,853) — — (71,853)
Common stock issued for the exercise of share-based awards 28 (2,088) — — — (2,060)
Stock-based compensation expense — 7,218 — — — 7,218
Common stock acquired — — — — (85,000) (85,000)
Other comprehensive loss, net of tax — — — (79,176) — (79,176)
Balance at June 30, 2022 $ 259,601 $ 863,717 $ 9,816,960 $ (247,997) $ (6,303,758) $ 4,388,523


	Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total stockholders' equity
Balance at January 1, 2023	$	259,644	$	867,560	$	10,223,070	$	(266,223)	$	(6,797,685)	$	4,286,366
Net earnings	—		—		228,574		—		—		228,574
Dividends paid ($0.505 per share)	—		—		(70,773)		—		—		(70,773)
Common stock issued for the exercise of share-based awards	150		(13,137)		—		—				(12,987)
Stock-based compensation expense	—		12,282		—		—		—		12,282

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

Common stock $1 par value Additional paid-in capital Retained earnings Accumulated other comprehensive (loss) earnings Treasury stock Total stockholders' equity
Balance at March 31, 2021 $ 259,338 $ 849,585 $ 8,769,709 $ (160,730) $ (6,218,758) $ 3,499,144
Net earnings — — 264,508 — — 264,508
Dividends paid ($0.495 per share) — — (71,354) — — (71,354)
Common stock issued for the exercise of share-based awards 33 (2,648) — — — (2,615)
Stock-based compensation expense — 6,872 — — — 6,872
Other comprehensive earnings, net of tax — — — 22,671 — 22,671
Other, net — 78 — — — 78
Balance at June 30, 2021 $ 259,371 $ 853,887 $ 8,962,863 $ (138,059) $ (6,218,758) $ 3,719,304


	Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total stockholders' equity
Balance at January 1, 2022	$	259,457	$	857,636	$	9,445,245	$	(154,052)	$	(6,218,758)	$	4,189,528

Net earnings	—		—		226,153		—		—		226,153
Dividends paid ($0.500 per share)	—		—		(72,203)		—		—		(72,203)
Common stock issued for the exercise of share-based awards	116		(10,162)		—		—		—		(10,046)
Stock-based compensation expense	—		11,113		—		—		—		11,113

Other comprehensive loss, net of tax	—		—		—		(14,769)		—		(14,769)

Balance at March 31, 2022	$	259,573	$	858,587	$	9,599,195	$	(168,821)	$	(6,218,758)	$	4,329,776

See Notes to Condensed Consolidated Financial Statements

~~Table of Contents~~

~~DOVER CORPORATION~~

~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY~~

~~(In thousands, except per share data)~~

~~(Unaudited)~~
Common stock $1 par value Additional paid-in capital Retained earnings Accumulated other comprehensive loss Treasury stock Total stockholders' equity
Balance at December 31, 2021 $ 259,457 $ 857,636 $ 9,445,245 $ (154,052) $ (6,218,758) $ 4,189,528
Net earnings — — 515,771 — — 515,771
Dividends paid ($1.00 per share) — — (144,056) — — (144,056)
Common stock issued for the exercise of share-based awards 144 (12,250) — — — (12,106)
Stock-based compensation expense — 18,331 — — — 18,331
Common stock acquired — — — — (85,000) (85,000)
Other comprehensive loss, net of tax — — — (93,945) — (93,945)
Balance at June 30, 2022 $ 259,601 $ 863,717 $ 9,816,960 $ (247,997) $ (6,303,758) $ 4,388,523

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
Net earnings — — 497,277 — — 497,277
Dividends paid ($0.99 per share) — — (142,698) — — (142,698)
Common stock issued for the exercise of share-based awards 389 (33,457) — — — (33,068)
Stock-based compensation expense — 18,393 — — — 18,393
Common stock acquired — — — — (21,637) (21,637)
Other comprehensive earnings, net of tax — — — 15,195 — 15,195
Other, net — 69 — — — 69
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 CASH FLOWS

(In thousands)

(Unaudited)


		Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Operating Activities:	Operating Activities:					Operating Activities:
Net earnings	Net earnings	$	515,771	$	497,277	Net earnings	$	228,574	$	226,153

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

Depreciation and amortization	Depreciation and amortization	154,294		145,325		Depreciation and amortization	77,896		79,003
Stock-based compensation expense	Stock-based compensation expense	18,331		18,393		Stock-based compensation expense	12,282		11,113

Reclassification of foreign currency translation losses to earnings	Reclassification of foreign currency translation losses to earnings	5,915		—		Reclassification of foreign currency translation losses to earnings	—		5,915
Other, net	Other, net	(8,152)		(9,493)		Other, net	6,188		(5,593)
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	(204,676)		(192,192)		Accounts receivable, net	64,929		(97,220)
Inventories	Inventories	(223,804)		(144,903)		Inventories	(29,213)		(136,722)
Prepaid expenses and other assets	Prepaid expenses and other assets	(17,923)		(23,133)		Prepaid expenses and other assets	(30,944)		(23,524)
Accounts payable	Accounts payable	147,829		149,588		Accounts payable	(30,271)		58,484
Accrued compensation and employee benefits	Accrued compensation and employee benefits	(72,802)		(13,566)		Accrued compensation and employee benefits	(98,791)		(98,602)
Accrued expenses and other liabilities	Accrued expenses and other liabilities	(4,937)		14,289		Accrued expenses and other liabilities	16,553		(1,463)

Accrued and deferred taxes, net	Accrued and deferred taxes, net	(107,390)		(4,328)		Accrued and deferred taxes, net	24,081		6,139
Net cash provided by operating activities	Net cash provided by operating activities	202,456		437,257		Net cash provided by operating activities	241,284		23,683

Investing Activities:	Investing Activities:					Investing Activities:
Additions to property, plant and equipment	Additions to property, plant and equipment	(100,577)		(73,231)		Additions to property, plant and equipment	(48,375)		(50,381)
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	3,898		6,088		Proceeds from sale of property, plant and equipment	2,007		3,177

Other	Other	(10,721)		(2,873)		Other	2,812		241
Net cash used in investing activities	Net cash used in investing activities	(115,853)		(151,203)		Net cash used in investing activities	(43,556)		(46,963)

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

Borrowings in commercial paper and notes payable, net		287,952		—

Change in commercial paper and other short-term borrowings, net						Change in commercial paper and other short-term borrowings, net	(221,205)		7,778
Dividends paid to stockholders	Dividends paid to stockholders	(144,056)		(142,698)		Dividends paid to stockholders	(70,773)		(72,203)
Payments to settle employee tax obligations on exercise of share-based awards	Payments to settle employee tax obligations on exercise of share-based awards	(12,106)		(33,068)		Payments to settle employee tax obligations on exercise of share-based awards	(12,987)		(10,046)

Other	Other	(1,525)		(2,785)		Other	(1,600)		(733)
Net cash provided by (used in) financing activities		45,265		(200,188)
Net cash used in financing activities						Net cash used in financing activities	(306,565)		(75,204)

Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(2,001)		2,418		Effect of exchange rate changes on cash and cash equivalents	395		2,964

Net increase in cash and cash equivalents		129,867		88,284
Net decrease in cash and cash equivalents						Net decrease in cash and cash equivalents	(108,442)		(95,520)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	385,504		513,075		Cash and cash equivalents at beginning of period	380,868		385,504
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	515,371	$	601,359	Cash and cash equivalents at end of period	$	272,426	$	289,984

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1. Basis of Presentation

The accompanying unaudited interim ~~Condensed Consolidated Financial Statements~~condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim periods and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America ("GAAP") for complete financial statements. These unaudited interim ~~Condensed Consolidated Financial Statements~~condensed consolidated financial statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes for Dover Corporation ("Dover" or the "Company") for the year ended December 31, ~~2021,~~2022, included in the Company's Annual Report on Form 10-K filed with the SEC on February ~~11, 2022.~~10, 2023. The year-end ~~Condensed Consolidated Balance Sheet~~condensed consolidated balance sheet was derived from audited financial statements.

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

2. Revenue

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 revenue is recognized at a point in time, rather than over time, as the Company completes its performance obligations. Specifically, revenue is recognized when control transfers to the customer, typically upon shipment or completion of installation, testing, certification, or other substantive acceptance provisions required under the contract. Less than 5% of the Company’s revenue is recognized over time and relates to the sale of equipment or services, including software solutions and services, in which the Company transfers control of a good or service over time and the customer simultaneously receives and consumes the benefits provided by the Company's performance as the Company performs, or our 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 1614 — Segment Information for further details for revenue by segment and geographic location.

At ~~June 30, 2022,~~March 31, 2023, we estimated that ~~$287 million~~$285,778 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 ~~78%~~79.4% of our unsatisfied (or partially unsatisfied) performance obligations as revenue through ~~2023,~~2024, with the remaining balance to be recognized in ~~2024~~2025 and thereafter.

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


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

Contract assets	Contract assets	$	14,789	$	11,440	$	15,020	Contract assets	$	19,170	$	11,074	$	11,440
Contract liabilities - current	Contract liabilities - current	253,632		227,549		184,845		Contract liabilities - current	285,209		256,933		227,549
Contract liabilities - non-current	Contract liabilities - non-current	23,520		21,513		13,921		Contract liabilities - non-current	19,593		19,879		21,513

The revenue recognized during the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ that was included in contract liabilities at the beginning of the period ~~inclusive of adjustments,~~ amounted to ~~$157,175~~$131,563 and ~~$139,891,~~$104,008, 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~~

Inventories, net

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

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

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

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

~~NaN other immaterial acquisition was completed during the six monthsended 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 acquisition date:


	~~Total~~
~~Current assets, net of cash acquired~~	$	~~27,907~~
~~Property, plant and equipment~~	~~8,640~~
~~Goodwill~~	~~169,685~~
~~Intangible assets~~	~~127,300~~
~~Other assets and deferred charges~~	~~5,057~~
~~Current liabilities~~	~~(9,085)~~
~~Non-current liabilities~~	~~(37,219)~~
~~Net assets acquired~~	$	~~292,285~~

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

Amount allocated Useful life
(in years)
Goodwill - non-deductible $ 169,685 na
Customer intangibles 99,000 15
Unpatented technologies 21,800 12
Trademarks 6,500 16
$ 296,985


	March 31, 2023		December 31, 2022
Raw materials	$	816,558	$	812,066
Work in progress	254,141		230,865
Finished goods	476,026		458,881
Subtotal	1,546,725		1,501,812
Less reserves	(141,309)		(135,204)
Total	$	1,405,416	$	1,366,608

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

5. Property, Plant and Equipment, net


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Land	Land	$	63,198	$	63,656	Land	$	65,331	$	62,495
Buildings and improvements	Buildings and improvements	586,545		582,314		Buildings and improvements	629,465		620,500
Machinery, equipment and other	Machinery, equipment and other	1,844,918		1,816,473		Machinery, equipment and other	1,955,889		1,895,502
Property, plant and equipment, gross	Property, plant and equipment, gross	2,494,661		2,462,443		Property, plant and equipment, gross	2,650,685		2,578,497
Accumulated depreciation	Accumulated depreciation	(1,530,881)		(1,505,133)		Accumulated depreciation	(1,638,978)		(1,573,672)
Property, plant and equipment, net	Property, plant and equipment, net	$	963,780	$	957,310	Property, plant and equipment, net	$	1,011,707	$	1,004,825

Depreciation expense totaled ~~$36,573~~$37,530 and ~~$36,045~~$37,812 for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021, respectively. For the six months ended June 30, 2022 and 2021, depreciation expense totaled $74,385 and $74,239,~~ respectively.

6.5. Credit Losses

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

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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


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

Provision for expected credit losses, net of recoveries	Provision for expected credit losses, net of recoveries	(57)		2,209		Provision for expected credit losses, net of recoveries	1,422		1,185
Amounts written off charged against the allowance	Amounts written off charged against the allowance	(1,041)		(2,460)		Amounts written off charged against the allowance	(727)		(603)
Other, including foreign currency translation	Other, including foreign currency translation	(1,640)		311		Other, including foreign currency translation	235		(387)
Ending balance, June 30		$	37,388	$	40,534
Balance at March 31						Balance at March 31	$	40,329	$	40,321

7.6. Goodwill and Other Intangible Assets

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

Engineered Products Clean Energy & Fueling Imaging & Identification Pumps & Process Solutions Climate & Sustainability Technologies Total
Balance at December 31, 2021 $ 723,283 $ 1,427,691 $ 1,106,202 $ 792,839 $ 508,807 $ 4,558,822
Acquisitions — — — 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


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

Measurement period adjustments	—		—		—		(2,709)		—		(2,709)

Foreign currency translation	1,997		5,291		5,196		1,215		229		13,928
Balance at March 31, 2023	$	714,539	$	1,396,709	$	1,083,455	$	978,041	$	507,969	$	4,680,713

During the ~~six~~three months ended ~~June 30, 2022, the Company recognized additions of $2,315 to goodwill as a result of an acquisition as discussed in Note 3 — Acquisitions. During the six months ended June 30, 2022,~~March 31, 2023, the Company recorded measurement period adjustments that ~~increased~~decreased goodwill by ~~$1,998,~~$2,709, principally related to ~~deferred taxes and~~ working capital adjustments for ~~2021~~2022 acquisitions within the ~~Clean Energy~~Pumps & ~~Fueling and Imaging & Identification segments.~~Process Solutions segment.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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


		June 30, 2022						December 31, 2021							March 31, 2023						December 31, 2022
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets:	Amortized intangible assets:													Amortized intangible assets:
Customer intangibles	Customer intangibles	$	1,796,305	$	942,681	$	853,624	$	1,829,492	$	909,776	$	919,716	Customer intangibles	$	1,888,873	$	1,027,837	$	861,036	$	1,881,402	$	996,947	$	884,455
Trademarks	Trademarks	258,892		124,256		134,636		263,367		116,633		146,734		Trademarks	266,520		138,203		128,317		265,466		132,791		132,675
Patents	Patents	203,314		141,449		61,865		205,910		140,327		65,583		Patents	219,878		149,117		70,761		219,199		146,337		72,862
Unpatented technologies	Unpatented technologies	248,534		128,700		119,834		221,239		123,464		97,775		Unpatented technologies	258,414		143,160		115,254		257,428		137,750		119,678
Distributor relationships	Distributor relationships	79,873		55,325		24,548		84,204		55,260		28,944		Distributor relationships	80,456		59,025		21,431		79,622		57,299		22,323
Drawings and manuals	Drawings and manuals	25,757		25,757		—		27,792		27,303		489		Drawings and manuals	26,383		26,383		—		26,062		26,062		—
Other	Other	21,986		18,448		3,538		22,347		18,775		3,572		Other	24,358		16,027		8,331		20,818		15,620		5,198
Total	Total	2,634,661		1,436,616		1,198,045		2,654,351		1,391,538		1,262,813		Total	2,764,882		1,559,752		1,205,130		2,749,997		1,512,806		1,237,191
Unamortized intangible assets:	Unamortized intangible assets:													Unamortized intangible assets:
Trademarks	Trademarks	96,581		—		96,581		96,709		—		96,709		Trademarks	96,566		—		96,566		96,544		—		96,544
Total intangible assets, net	Total intangible assets, net	$	2,731,242	$	1,436,616	$	1,294,626	$	2,751,060	$	1,391,538	$	1,359,522	Total intangible assets, net	$	2,861,448	$	1,559,752	$	1,301,696	$	2,846,541	$	1,512,806	$	1,333,735

For the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ amortization expense was ~~$38,718~~$40,366 and ~~$35,474, respectively. For the six months ended June 30, 2022 and 2021, amortization expense was $79,909 and $71,086,~~$41,191, respectively. Amortization expense is primarily comprised of acquisition-related intangible amortization. ~~During~~

7. Restructuring Activities

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


	Three Months Ended March 31,
	2023		2022
Engineered Products	$	539	$	457
Clean Energy & Fueling	10,144		196
Imaging & Identification	339		1,191
Pumps & Process Solutions	1,326		685
Climate & Sustainability Technologies	242		5,716
Corporate	(114)		(88)
Total	$	12,476	$	8,157

These amounts are classified in the condensed consolidated statements of earnings as follows:
Cost of goods and services	$	3,473	$	207
Selling, general and administrative expenses	9,003		7,950
Total	$	12,476	$	8,157

The restructuring expenses of $12,476incurred during the ~~six~~three months ended ~~June 30, 2022, the Company acquired certain intellectual property assets~~March 31, 2023 were primarily 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~~headcount reductions and ~~included~~exit costs in the ~~Engineered Products~~Clean Energy & Fueling segment. These programs were initiated in 2022 and 2023 and were undertaken in light of current market conditions. The Company will continue to make proactive adjustments to its cost structure through restructuring and other programs to align with current demand trends.

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


	Severance		Exit		Total
Balance at January 1, 2023	$	12,007	$	2,503	$	14,510
Restructuring charges	11,635		841		12,476
Payments	(6,728)		(2,207)		(8,935)


Other, including foreign currency translation	179		12		191
Balance at March 31, 2023	$	17,093	$	1,149	$	18,242

118

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

8. ~~Restructuring Activities~~

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

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Engineered Products $ 524 $ 4,339 $ 981 $ 8,330
Clean Energy & Fueling 1,423 1,415 1,619 1,464
Imaging & Identification 344 174 1,535 864
Pumps & Process Solutions 1,476 904 2,161 887
Climate & Sustainability Technologies 159 2,283 5,875 3,344
Corporate 383 321 295 982
Total $ 4,309 $ 9,436 $ 12,466 $ 15,871
These amounts are classified in the Condensed Consolidated Statements of Earnings as follows:
Cost of goods and services $ 1,037 $ 4,839 $ 1,244 $ 8,746
Selling, general and administrative expenses 3,272 4,597 11,222 7,125
Total $ 4,309 $ 9,436 $ 12,466 $ 15,871

~~The restructuring expenses of $4,309~~ ~~and~~ ~~$12,466incurred during the three and six months ended June 30, 2022 were primarily the~~ ~~result of restructuring programs initiated in 2021 and 2022 in response to~~ ~~demand conditions and broad-based operational efficiency initiatives focusing on footprint consolidation and IT centralization.~~

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

•~~The Engineered Products segment recorded $524 of restructuring charges related primarily to 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 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)~~

9. Borrowings

Borrowings ~~consisted~~consist of the following:


	March 31, 2023		December 31, 2022
Short-term:
Commercial paper	$	513,900	$	734,936
Other	667		836

Short-term borrowings	$	514,567	$	735,772

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
During the three months ended March 31, 2023, commercial paper borrowings decreased $221,036. The borrowings outstanding under the commercial paper program had a weighted average annual interest rate of 5.19% and 4.61% as of March 31, 2023 and December 31, 2022, respectively.


			Carrying amount (1)
	Principal		March 31, 2023		December 31, 2022
Long-term
3.15% 10-year notes due November 15, 2025	$	400,000	$	398,232	$	398,063
1.25% 10-year notes due November 9, 2026 (euro-denominated)	€	600,000	641,754		631,522
0.750% 8-year notes due November 4, 2027 (euro-denominated)	€	500,000	534,164		525,654
6.65% 30-year debentures due June 1, 2028	$	200,000	199,481		199,456
2.950% 10-year notes due November 4, 2029	$	300,000	297,502		297,408
5.375% 30-year debentures due October 15, 2035	$	300,000	296,871		296,808
6.60% 30-year notes due March 15, 2038	$	250,000	248,307		248,279
5.375% 30-year notes due March 1, 2041	$	350,000	345,051		344,982
Other			—		341


Total long-term debt			$	2,961,362	$	2,942,513

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

~~$13.7~~ $12.3 million and ~~$15.1~~$12.7 million as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. Total deferred debt issuance costs were ~~$11.6~~$10.3 million and ~~$12.5~~$10.7 million as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

~~During~~The discounts are being amortized to interest expense using the ~~six months ended June 30, 2022, commercial paper borrowings increased $288,000.~~effective interest method over the life of the issuances. The ~~borrowings outstanding under~~deferred issuance costs are amortized on a straight-line basis over the ~~commercial paper program had a weighted average annual~~life of the debt, as this approximates the effective interest ~~rate of 1.90% and 0.38% as of June 30, 2022 and December 31, 2021, respectively.~~method.

As of ~~June 30, 2022,~~March 31, 2023, 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. As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there were no outstanding borrowings under the Credit Agreement.

On April 6, 2023, the Company entered into a new $1 billion five-year unsecured revolving credit facility, which has substantially similar terms to the existing Credit Agreement, and a $500 million 364-day unsecured revolving credit facility. The new five-year credit facility replaced the existing Credit Agreement. See Note 18 — Subsequent Events for additional details.

The Company was in compliance with all covenants in the Credit Agreement and other long-term debt covenants at ~~June 30, 2022~~March 31, 2023 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of ~~17.8~~14.6 to 1.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Letters of Credit and other Guarantees

As of ~~June 30, 2022,~~March 31, 2023, the Company had approximately ~~$166~~$184.6 million outstanding in letters of credit, surety bonds, and performance and other guarantees which primarily expire on various dates through ~~2039.~~2029. These letters of credit and bonds are primarily issued as security for insurance, warranty and other performance obligations. In general, we would only be liable for the amount of these guarantees in the event of default in the performance of our ~~obligations.~~obligations, the probability of which is believed to be remote.

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~10.~~9. 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 towhich occur within the next twelve months that are denominated in non-functional currencies, with currency forward contracts designated as cash flow hedges. At ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company had contracts with total notional amounts of ~~$173,852~~$187,875 and ~~$180,929,~~$184,565, respectively, to exchange currencies, principally euro, pound sterling, Swedish krona, Canadian dollar, Chinese yuan, and Swiss franc. The Company believes it is probable that all forecasted cash flow transactions will occur.

In addition, the Company had outstanding contracts with a total notional amount of ~~$112,640~~$105,736 and ~~$108,736~~$102,509 as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively, that are not designated as hedging instruments. These instruments are used to reduce the Company's exposure for operating receivables and payables that are denominated in non-functional currencies. Gains and losses on these contracts are recorded in other income, net in the ~~Condensed Consolidated Statements~~condensed consolidated statements of ~~Earnings.~~earnings.

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


		Fair Value Asset (Liability)						Fair Value Asset (Liability)
		June 30, 2022		December 31, 2021		Balance Sheet Caption		March 31, 2023		December 31, 2022		Balance Sheet Caption
Foreign currency forward	Foreign currency forward	$	2,095	$	2,825	Prepaid and other current assets	Foreign currency forward	$	857	$	944	Prepaid and other current assets
Foreign currency forward	Foreign currency forward	(1,659)		(433)		Other accrued expenses	Foreign currency forward	(2,025)		(2,760)		Other accrued expenses

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

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

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

~~Amounts recognized~~ Changes in ~~other comprehensive earnings for~~ the ~~gains (losses) on~~value of the euro-denominated debt resulting from exchange rate differences are offset by changes in the net investment ~~hedges were as follows:~~

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Gain (loss) on euro-denominated debt $ 46,742 $ (18,894) $ 84,490 $ 27,539
Tax (expense) benefit (10,539) 4,269 (18,970) (6,223)
Net gain (loss) on net investment hedges, net of tax $ 36,203 $ (14,625) $ 65,520 $ 21,316
due to the high degree of effectiveness between the hedging instruments and the exposure being hedged.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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


	Three Months Ended March 31,
	2023		2022
(Loss) gain on euro-denominated debt	$	(18,247)	$	37,748
Tax benefit (expense)	4,050		(8,431)
Net (loss) gain on net investment hedges, net of tax	$	(14,197)	$	29,317

Fair Value Measurements

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

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

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

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

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

June 30, 2022

December 31, 2021

March 31, 2023

December 31, 2022

Level 2

Assets:

Foreign currency cash flow hedges

2,095

2,825

Foreign currency cash flow hedges

857

944

Liabilities:

Foreign currency cash flow hedges

1,659

433

Foreign currency cash flow hedges

2,025

2,760

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

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

The estimated fair value of long-term debt at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022, was ~~$2,879,335~~$2,892,395 and ~~$3,440,501,~~$2,786,862, respectively. The estimated fair value of long-term debt is based on quoted market prices for similar instruments and is, therefore, classified as Level 2 within the fair value hierarchy.

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

~~11.~~10. Income Taxes

The effective tax rates for the three months ended ~~June 30,~~March 31, 2023 and 2022 were 20.2% and ~~2021 were 13.6%~~ ~~and 18.2%~~18.0%, r~~espectively.~~respectively. The ~~decrease~~increase in the effective tax rate for the three months ended ~~June 30, 2022 relative to the prior comparable period was primarily driven by favorable audit resolutions, including $22.6 million related to the Tax Cuts and Jobs Act.~~

~~The effective tax rates for the six months ended June 30, 2022 and 2021 were 15.6% and 18.8%, respectively. The decrease in the effective tax rate for the six months ended June 30, 2022~~March 31, 2023 relative to the prior year comparable period was primarily driven by favorable audit resolutions ~~including $22.6 million related to the Tax Cuts and Jobs Act.~~in 2022.

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

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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~~$0 to ~~$4.5 million.~~$5,890.

~~12.~~11. Equity Incentive Program

The Company typically makes its annual grants of equity awards pursuant to actions taken by the Compensation Committee of the Board of Directors at its regularly scheduled first quarter meeting. During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company issued stock-settled appreciation rights ("SARs") covering ~~335,285~~358,322 shares, performance share awards ("PSAs") of ~~40,087~~43,656 and restricted stock units ("RSUs") of ~~76,509.~~78,029. During the three months ended March 31, 2022, the Company issued SARs covering 327,940 shares, PSAs of 40,087 and RSUs of 71,961.

~~Table of Contents~~

~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

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


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

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

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


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

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

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

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

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Pre-tax stock-based compensation expense $ 7,218 $ 6,872 $ 18,331 $ 18,393
Tax benefit (731) (559) (1,846) (1,781)
Total stock-based compensation expense, net of tax $ 6,487 $ 6,313 $ 16,485 $ 16,612

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~13.~~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 March 31,
		2023		2022
Pre-tax stock-based compensation expense		$	12,282	$	11,113
Tax benefit		(1,364)		(1,115)
Total stock-based compensation expense, net of tax		$	10,918	$	9,998

12. Commitments and Contingent Liabilities

Litigation

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

The Company and ~~certain~~some of its subsidiaries are also parties to a number of other legal proceedings incidental to their businesses. These proceedings primarily involve claims by private parties alleging injury arising out of use of the Company’s products, patent infringement, employment matters and commercial disputes. Management and legal counsel, at least quarterly, review the probable outcome of such proceedings, the costs and expenses reasonably expected to be incurred and currently accrued to-date and consider the availability and extent of insurance coverage. The Company has estimated liabilities for these other legal matters that are probable and estimable, and at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, these estimated liabilities were ~~not material.~~immaterial. While it is not possible at this time to predict the outcome of these legal actions, in the opinion of management, based on the aforementioned reviews, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, could have a material effect on its financial position, results of operations, or cash flows.

Warranty Accruals

Estimated warranty program claims are provided for at the time of sale of the Company's products. Amounts provided for are based on historical costs and adjusted for new claims and are included within other accrued expenses and other liabilities in the ~~Condensed Consolidated Balance Sheet.~~condensed consolidated balance sheet. The changes in the carrying amount of product warranties through ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ were as follows:

2022 2021
Beginning Balance, December 31 of the Prior Year $ 48,568 $ 51,088
Provision for warranties 31,112 34,900
Settlements made (30,955) (34,424)
Other adjustments, including acquisitions and currency translation (721) (528)
Ending balance, June 30 $ 48,004 $ 51,036

~~14. Employee Benefit Plans~~

~~Retirement Plans~~

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

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

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~~DOVER CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~Qualified Defined Benefits~~
Three Months Ended June 30, Six Months Ended June 30,
U.S. Plan Non-U.S. Plans U.S. Plan Non-U.S. Plans
2022 2021 2022 2021 2022 2021 2022 2021
Service cost $ 1,426 $ 1,784 $ 1,173 $ 1,397 $ 2,852 $ 3,567 $ 2,394 $ 2,839
Interest cost 3,437 3,401 846 695 6,873 6,803 1,730 1,363
Expected return on plan assets (7,276) (7,245) (1,815) (1,820) (14,552) (14,490) (3,706) (3,619)
Amortization:
Prior service cost (credit) 28 53 (130) (162) 55 106 (264) (330)
Recognized actuarial loss 575 2,503 436 989 1,150 5,006 894 1,989
Net periodic (income) expense $ (1,810) $ 496 $ 510 $ 1,099 $ (3,622) $ 992 $ 1,048 $ 2,242

~~Non-Qualified Supplemental Benefits~~
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Service cost $ 357 $ 390 $ 713 $ 781
Interest cost 304 308 608 616
Amortization:
Prior service cost 373 383 745 766
Recognized actuarial gain (504) (418) (1,008) (836)
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 $14,584 and $16,052 for the three months ended June 30, 2022 and 2021, respectively, and $32,257 and $31,113 for the six months ended June 30, 2022 and 2021, respectively.


	2023		2022
Balance at January 1	$	48,449	$	48,568
Provision for warranties	16,166		16,052
Settlements made	(15,812)		(15,485)
Other adjustments, including acquisitions and currency translation	311		255
Balance at March 31	$	49,114	$	49,390

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~15.~~13. Other Comprehensive Earnings

Amounts reclassified from accumulated other comprehensive loss to earnings during the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ were as follows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Foreign currency translation:	Foreign currency translation:									Foreign currency translation:
Reclassification of foreign currency translation losses to earnings for the substantial liquidation of businesses	Reclassification of foreign currency translation losses to earnings for the substantial liquidation of businesses	$	—	$	—	$	5,915	$	—	Reclassification of foreign currency translation losses to earnings for the substantial liquidation of businesses		$	—	$	5,915
Tax benefit	Tax benefit	—		—		—		—		Tax benefit		—		—
Net of tax	Net of tax	$	—	$	—	$	5,915	$	—	Net of tax		$	—	$	5,915
Pension plans:	Pension plans:									Pension plans:
Amortization of actuarial losses		$	499	$	3,074	$	1,020	$	6,159
Amortization of actuarial (gain) loss										Amortization of actuarial (gain) loss		$	(641)	$	521
Amortization of prior service costs	Amortization of prior service costs	274		277		542		548		Amortization of prior service costs		289		268

Total before tax	Total before tax	773		3,351		1,562		6,707		Total before tax		(352)		789
Tax benefit		(202)		(774)		(410)		(1,548)
Tax provision (benefit)										Tax provision (benefit)		82		(208)
Net of tax	Net of tax	$	571	$	2,577	$	1,152	$	5,159	Net of tax		$	(270)	$	581
Cash flow hedges:	Cash flow hedges:									Cash flow hedges:
Net gains reclassified into earnings		$	(1,345)	$	(1,877)	$	(3,374)	$	(3,710)
Tax provision		300		417		753		839
Net loss (gain) reclassified into earnings										Net loss (gain) reclassified into earnings		$	1,073	$	(2,029)
Tax (benefit) provision										Tax (benefit) provision		(227)		453
Net of tax	Net of tax	$	(1,045)	$	(1,460)	$	(2,621)	$	(2,871)	Net of tax		$	846	$	(1,576)

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

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

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

~~16.~~14. Segment Information

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

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

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

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

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

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DOVER CORPORATION

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, components and ~~systems that serve~~parts for the commercial refrigeration, equipment and systems, heating and cooling and beverage can-making equipment markets.

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

~~During~~In the ~~three month period ended June 30,~~second quarter of 2022, the segment measure of profit and loss used by the ~~CODM~~Company's Chief Operating Decision Maker ("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~~March 31, 2022 to conform to the new presentation.

2015

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Revenue:	Revenue:									Revenue:
Engineered Products	Engineered Products	$	514,436	$	442,091	$	1,002,083	$	870,218	Engineered Products	$	497,549	$	487,647
Clean Energy & Fueling	Clean Energy & Fueling	494,075		437,042		952,470		826,720		Clean Energy & Fueling	430,729		458,395
Imaging & Identification	Imaging & Identification	275,951		294,076		548,206		578,404		Imaging & Identification	283,091		272,255
Pumps & Process Solutions	Pumps & Process Solutions	441,127		428,701		876,322		823,078		Pumps & Process Solutions	413,881		435,195
Climate & Sustainability Technologies	Climate & Sustainability Technologies	434,164		430,506		833,242		802,583		Climate & Sustainability Technologies	455,325		399,078
Intersegment eliminations	Intersegment eliminations	(1,038)		(740)		(1,707)		(1,426)		Intersegment eliminations	(1,552)		(669)
Total consolidated revenue	Total consolidated revenue	$	2,158,715	$	2,031,676	$	4,210,616	$	3,899,577	Total consolidated revenue	$	2,079,023	$	2,051,901
Net earnings:	Net earnings:									Net earnings:
Segment earnings:	Segment earnings:									Segment earnings:
Engineered Products	Engineered Products	$	81,671	$	71,255	$	152,801	$	147,939	Engineered Products	$	84,275	$	71,130
Clean Energy & Fueling	Clean Energy & Fueling	99,034		93,430		171,996		173,002		Clean Energy & Fueling	73,605		72,962
Imaging & Identification	Imaging & Identification	61,392		66,565		119,990		130,183		Imaging & Identification	68,315		58,598
Pumps & Process Solutions	Pumps & Process Solutions	138,048		146,759		284,665		275,654		Pumps & Process Solutions	115,244		146,617
Climate & Sustainability Technologies	Climate & Sustainability Technologies	64,181		56,905		117,790		100,380		Climate & Sustainability Technologies	73,778		53,609
Total segment earnings	Total segment earnings	444,326		434,914		847,242		827,158		Total segment earnings	415,217		402,916
Purchase accounting expenses (1)	Purchase accounting expenses (1)	47,019		35,162		100,305		70,678		Purchase accounting expenses (1)	42,679		53,286
Restructuring and other costs (2)	Restructuring and other costs (2)	7,944		10,779		18,496		14,941		Restructuring and other costs (2)	14,053		10,552
Loss on dispositions (3)	Loss on dispositions (3)	—		—		194		—		Loss on dispositions (3)	—		194
Corporate expense / other (4)	Corporate expense / other (4)	27,967		39,910		65,371		77,083		Corporate expense / other (4)	40,072		37,404
Interest expense	Interest expense	26,989		26,661		53,541		53,484		Interest expense	34,214		26,552
Interest income	Interest income	(949)		(942)		(1,724)		(1,622)		Interest income	(2,091)		(775)
Earnings before provision for income taxes	Earnings before provision for income taxes	335,356		323,344		611,059		612,594		Earnings before provision for income taxes	286,290		275,703
Provision for income taxes	Provision for income taxes	45,738		58,836		95,288		115,317		Provision for income taxes	57,716		49,550
Net earnings	Net earnings	$	289,618	$	264,508	$	515,771	$	497,277	Net earnings	$	228,574	$	226,153

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

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Restructuring	Restructuring	$	4,309	$	9,436	$	12,466	$	15,871	Restructuring	$	12,476	$	8,157
Other costs (benefits), net		3,635		1,343		6,030		(930)
Other costs, net										Other costs, net	1,577		2,395
Restructuring and other costs	Restructuring and other costs	$	7,944	$	10,779	$	18,496	$	14,941	Restructuring and other costs	$	14,053	$	10,552

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

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

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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


		Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended March 31,
Revenue by geography	Revenue by geography	2022		2021				2022		2021		Revenue by geography	2023		2022
United States	United States	$	1,253,061	$	1,091,015			$	2,404,561	$	2,127,029	United States	$	1,171,364	$	1,151,500
Europe	Europe	458,263		459,074				905,828		904,369		Europe	432,841		447,565
Asia	Asia	229,116		236,008				458,502		428,115		Asia	214,850		229,386
Other Americas	Other Americas	149,728		171,891				301,320		302,068		Other Americas	172,185		151,592
Other	Other	68,547		73,688				140,405		137,996		Other	87,783		71,858
Total	Total	$	2,158,715	$	2,031,676	$	—	$	4,210,616	$	3,899,577	Total	$	2,079,023	$	2,051,901

~~17.~~15. 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 three and~~ ~~six months~~ ~~ended~~ ~~June 30, 2022, the Company repurchased 641,428 shares of common stock at a total cost of $85,000, or $132.52 per share. In the first quarter of 2021,~~ 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 ~~June 30, 2021.~~

March 31, 2023 and 2022, there were no share repurchases. As of ~~June 30, 2022, 19,175,621~~March 31, 2023, 15,283,326 shares remain authorized for repurchase under the November 2020 share repurchase authorization.

~~18.~~16. Earnings per Share

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022

Net earnings	Net earnings	$	289,618	$	264,508	$	515,771	$	497,277	Net earnings	$	228,574	$	226,153
Basic earnings per common share:	Basic earnings per common share:									Basic earnings per common share:

Net earnings	Net earnings	$	2.01	$	1.84	$	3.58	$	3.46	Net earnings	$	1.64	$	1.57

Weighted average shares outstanding	Weighted average shares outstanding	143,832,000		143,941,000		143,959,000		143,854,000		Weighted average shares outstanding	139,757,000		144,087,000
Diluted earnings per common share:	Diluted earnings per common share:									Diluted earnings per common share:

Net earnings	Net earnings	$	2.00	$	1.82	$	3.56	$	3.43	Net earnings	$	1.63	$	1.56

Weighted average shares outstanding	Weighted average shares outstanding	144,669,000		145,118,000		144,998,000		145,040,000		Weighted average shares outstanding	140,616,000		145,329,000

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


		Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended March 31,
		2022	2021	2022	2021		2023	2022
Weighted average shares outstanding - Basic	Weighted average shares outstanding - Basic	143,832,000	143,941,000	143,959,000	143,854,000	Weighted average shares outstanding - Basic	139,757,000	144,087,000
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	837,000	1,177,000	1,039,000	1,186,000	Dilutive effect of assumed exercise of SARs and vesting of performance shares and RSUs	859,000	1,242,000
Weighted average shares outstanding - Diluted	Weighted average shares outstanding - Diluted	144,669,000	145,118,000	144,998,000	145,040,000	Weighted average shares outstanding - Diluted	140,616,000	145,329,000

Diluted earnings per share amounts are computed using the weighted average number of common shares outstanding and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of SARs and vesting of performance shares and RSUs, as determined using the treasury stock method.

The weighted average number of anti-dilutive potential common shares excluded from the calculation above were approximately 88,000 and 58,000 for the three months ended March 31, 2023 and 2022, respectively.

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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 6,000 and 0 for the three months ended June 30, 2022 and 2021, respectively, and 32,000 and 34,000 for the six months ended June 30, 2022 and 2021, respectively.

~~19.~~17. Recent Accounting Pronouncements

Recently Adopted Accounting ~~Standards~~Standard

In ~~October 2021,~~September 2022, the FASB issued ASU ~~2021-08 Business Combinations~~No. 2022-04 Liabilities-Supplier Finance Programs (Topic ~~805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.~~405-50): Disclosure of Supplier Finance Program Obligations. The amendments in this update require ~~that an acquirer recognize and measure contract assets and contract liabilities acquired~~a buyer in a ~~business combination in accordance with Topic 606, Revenue~~supplier finance program to disclose information about the program's nature, activity during the period, changes from ~~Contracts with Customers, as if the acquirer had originated the contracts.~~period to period, and potential magnitude. The Company ~~early~~ adopted the guidance ~~during~~when it became effective on January 1, 2023, except for the ~~first quarter of 2022. Prior to adoption, the acquirer recognized such contract assets and contract liabilities at fair value on the acquisition date.~~rollforward requirement, which becomes effective January 1, 2024. The adoption did not have a material impact on the Company's ~~Condensed Consolidated Financial Statements.~~condensed consolidated financial statements.

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

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

Outstanding payments related to the SCF program are recorded within accounts payable in our condensed consolidated balance sheets. As of March 31, 2023 and December 31, 2022, amounts due to the SCF financial institution were approximately $189,296 and $194,362, respectively.

~~20.~~18. Subsequent Events

On ~~July 1, 2022,~~April 6, 2023, the Company ~~completed~~entered into a new $1 billion five-year unsecured revolving credit facility with a syndicate of banks on substantially similar terms as the ~~acquisition~~existing Credit Agreement. The new five-year revolving credit facility replaced the existing $1 billion five-year Credit Agreement, which was terminated by the Company upon execution of ~~Malema Engineering Corporation ("Malema"),~~the new credit facility. The lenders' commitments under the new five-year credit agreement will terminate, and the loans under that credit agreement will mature, on April 6, 2028. Also on April 6, 2023, the Company entered into a ~~designer~~$500 million 364-day unsecured revolving credit facility with the same syndicate of banks. The lenders' commitments under the 364-day credit agreement will terminate, and ~~manufacturer~~the loans under that credit agreement will mature, on April 4, 2024. The Company may elect to extend the maturity date of ~~flow measurement and control instruments serving customers in~~any loans under the ~~biopharmaceutical, semiconductor and industrial sectors, for approximately $224,000,~~364-day credit agreement until April 4, 2025, subject to ~~customary post-closing adjustments, and contingent consideration~~the conditions specified therein. As of up to $50,000. At the closing of the transaction, the Company acquired 99.7% of the equity interests in the 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.April 26, 2023, there are no outstanding loans under these new revolving credit facilities.

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

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

Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), we refer to measures used by management to evaluate performance, ~~as well as liquidity,~~ including a number of financial measures that are not defined under accounting principles generally accepted in the United States of America ("GAAP"). Please see "Non-GAAP Disclosures" at the end of this Item 2 for further detail on these financial measures. We believe these measures provide investors with important information that is useful in understanding our business results and trends. ~~Explanations~~Reconciliations within this MD&A provide more details on the use and derivation of these measures.

OVERVIEW

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

Dover's five operating segments are as follows:

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

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

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

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

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

In the ~~second~~first quarter of ~~2022,~~2023, revenue was ~~$2.2~~$2.1 billion, which increased ~~$127.0~~$27.1 million, or ~~6.3%~~1.3%, as compared to the ~~second~~first quarter of ~~2021.~~2022. This was driven by organic revenue growth of ~~7.5%~~2.9% and acquisition-related revenue growth of ~~4.1%~~0.9%, partially offset by an unfavorable impact from foreign currency translation of ~~3.6% and disposition-related decline of 1.7%~~2.5%. Pricing initiatives continued in the quarter to offset the impact of higher commodity costs, ~~principally steel,~~ component parts inflation and higher energy, freight and logistics costs.

The ~~7.5%~~2.9% organic revenue growth for the ~~second~~first quarter of ~~2022~~2023 was broad-based across most of our businesses based on solid underlying demand and ~~our ability to produce and ship despite~~the recovery in global supply ~~chain constraints, input cost inflation, and unforecasted production interruptions.~~chains. The Engineered Products segment had organic revenue growth of ~~18.6%~~3.4% primarily as a result of segment-wide pricing ~~initiatives as well as strength~~actions to recover increased material and logistics costs, and strong demand in our waste handling business as large national waste haulers and municipal governments invest to upgrade their refuse collection vehicle ~~services, industrial automation,~~fleets and ~~industrial winch and hoist businesses, whereas~~implement our ~~aerospace and defense business declined organically year-over-year driven by supply chain constraints and program timing.~~leading digital technologies to improve waste collection process efficiencies. The

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Clean Energy & Fueling segment had organic revenue decline of ~~1.1%~~2.6% 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 solid demand in our North America below~~above ground retail fueling ~~fluid transfer solutions~~equipment driven by expected roll-off of EMV-related demand, customer construction related delays, and ~~vehicle wash solutions businesses, along with pricing initiatives.~~overall caution among operators. The Imaging & Identification segment experienced organic revenue ~~decline~~growth of ~~0.9%~~8.2% driven by ~~sourced logistics headwinds~~pricing initiatives and ~~continued component shortages due to COVID-19 related lockdowns in China~~solid activity in our marking and coding business, ~~partially offset by growth in~~as underlying demand for our ~~serialization~~printers, spare parts, services and ~~brand management software.~~consumables remains positive. The Pumps & Process Solutions segment had organic revenue ~~growth~~decline of ~~6.8%~~7.1%, ~~driven~~as biopharmaceutical manufacturers reduced orders for components used in COVID-19 vaccine production and repurposed inventory purchased for the COVID-19 vaccine production toward production of non-COVID-19 therapies. This decline was partially offset by pricing initiatives, along with continued strength in ~~our core non-COVID-19 biopharma platform,~~thermal connectors, industrial pumps, plastics and polymer processing solutions, and bearings and compression components businesses, ~~partially offset~~which saw revenue growth driven by ~~lower shipments for single-use pumps~~solid end market demand and ~~connectors used in biopharmaceutical production processes for the COVID-19 vaccine.~~strong backlogs. The Climate & Sustainability Technologies segment posted organic revenue growth of ~~11.4%~~16.2%, ~~reflective~~driven by strong demand across many of ~~pricing initiatives~~our key end markets combined with ~~strong demand in retail refrigeration, can-making,~~price actions implemented to principally recover increased material and ~~heat exchangers.~~logistics costs.

From a geographic perspective, organic revenue for the U.S., our largest market, increased ~~12.5%~~2.6% in the ~~second~~first quarter of ~~2022.~~2023. Organic revenue ~~in Europe and Asia grew 11.8% and 0.4%, respectively. Revenue growth in Asia was negatively impacted by COVID-19 driven lockdowns in China in the quarter, which have since eased.~~for Other Americas ~~declined by 17.7% organically in the quarter.~~increased 16.8%. Asia and Europe decreased 3.9% and 0.3%, respectively.

~~Bookings~~Bookings were ~~$2.1~~$2.0 billion for the three months ended ~~June 30, 2022,~~March 31, 2023, a decrease of ~~$270.3~~$207.5 million, or ~~11.4%~~9.2% compared to the prior year comparable ~~period.~~quarter. Included in this result waswas organic decline of ~~9.9%~~7.6%, an unfavorable impact from foreign currency translation of ~~2.9%~~2.6%, ~~disposition-related decline of 1.8%, and~~partially offset by acquisition-related growth of ~~3.2%~~1.0%. The organic bookings decline was driven primarily by lead time normalization across the portfolio as supply chains improve as well as $90.0 million in order de-bookings in Climate & Sustainability Technologies related to a ~~$74.0 million order reversal~~major retail refrigeration customer’s strategic decision to temporarily pause its new store expansion program. Despite the year-over-year decline, new bookings grew sequentially in the quarter. Book-to-bill was above one in four out of five segments, with Climate & Sustainability Technologies falling below one primarily due to ~~customer financing limitations~~the aforementioned order de-bookings as well as order timing in ~~our~~ beverage can-making business, a 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 orders in waste handling. This was partially offset by solid demand in our marking and coding business.equipment.

Backlog as of ~~June 30, 2022~~March 31, 2023 was ~~$3.3~~$3.0 billion, ~~an increase~~a decrease from ~~$2.6~~$3.4 billion in the prior year. See definition of bookings and backlog within "Segment Results of Operations".

Restructuring and other costs ~~of $7.9~~for the three months ended March 31, 2023 was $14.1 million which included restructuring charges of ~~$4.3~~$12.5 million and other costs of ~~$3.6 million for the~~ ~~three months~~ ~~ended June 30, 2022.~~$1.6 million. Restructuring and other costs were primarily ~~due~~related to headcount reductions and ~~facility consolidations resulting from restructuring~~exit costs in the Clean Energy & Fueling segment. These programs were initiated in ~~2021 and~~ 2022 and ~~asset write-downs.~~2023 and were undertaken in light of current market conditions. See Note 87 — Restructuring Activities in the ~~Condensed Consolidated Financial Statements in Item 1 of this Form 10-Q for further details.~~

Subsequent to the second quarter of 2022, on July 1, 2022, the Company completed the acquisition of Malema Engineering Corporation ("Malema"), a designer and manufacturer of flow measurement and control instruments serving customers in the biopharmaceutical, semiconductor and industrial sectors, for approximately $224.0 million, subject to customary post-closing adjustments, and contingent consideration of up to $50.0 million. The Malema acquisition expands the Company's biopharma single-use production offering within the Pumps & Process Solutions segment. See Note 20 — Subsequent Events in the Condensed Consolidated Financial Statementscondensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

~~COVID-19 Update~~

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

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

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CONSOLIDATED RESULTS OF OPERATIONS


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended March 31,
(dollars in thousands, except per share data)		2022			2021			% Change		2022			2021			% Change
(dollars in thousands, except per share figures)																		(dollars in thousands, except per share figures)	2023			2022			% / Point Change
Revenue	Revenue	$	2,158,715		$	2,031,676		6.3	%	$	4,210,616		$	3,899,577		8.0	%	Revenue	$	2,079,023		$	2,051,901		1.3	%
Cost of goods and services	Cost of goods and services	1,377,432			1,259,504			9.4	%	2,686,139			2,405,857			11.6	%	Cost of goods and services	1,332,004			1,308,707			1.8	%
Gross profit	Gross profit	781,283			772,172			1.2	%	1,524,477			1,493,720			2.1	%	Gross profit	747,019			743,194			0.5	%
Gross profit margin	Gross profit margin	36.2		%	38.0		%	(1.8)		36.2		%	38.3		%	(2.1)		Gross profit margin	35.9		%	36.2		%	(0.3)

Selling, general and administrative expenses	Selling, general and administrative expenses	424,433			428,042			(0.8)	%	868,276			837,040			3.7	%	Selling, general and administrative expenses	432,414			443,843			(2.6)	%
Selling, general and administrative expenses as a percent of revenue	Selling, general and administrative expenses as a percent of revenue	19.7		%	21.1		%	(1.4)		20.6		%	21.5		%	(0.9)		Selling, general and administrative expenses as a percent of revenue	20.8		%	21.6		%	(0.8)

Operating earnings	Operating earnings	356,850			344,130			3.7	%	656,201			656,680			(0.1)	%	Operating earnings	314,605			299,351			5.1	%
Interest expense	Interest expense	26,989			26,661			1.2	%	53,541			53,484			0.1	%	Interest expense	34,214			26,552			28.9	%
Interest income	Interest income	(949)			(942)			0.7	%	(1,724)			(1,622)			6.3	%	Interest income	(2,091)			(775)			169.8	%

Other income, net	Other income, net	(4,546)			(4,933)			nm*		(6,675)			(7,776)			nm*		Other income, net	(3,808)			(2,129)			nm*
Earnings before provision for income taxes	Earnings before provision for income taxes	335,356			323,344			3.7	%	611,059			612,594			(0.3)	%	Earnings before provision for income taxes	286,290			275,703			3.8	%
Provision for income taxes	Provision for income taxes	45,738			58,836			(22.3)	%	95,288			115,317			(17.4)	%	Provision for income taxes	57,716			49,550			16.5	%
Effective tax rate	Effective tax rate	13.6		%	18.2		%	(4.6)		15.6		%	18.8		%	(3.2)		Effective tax rate	20.2		%	18.0		%	2.2

Net earnings	Net earnings	289,618			264,508			9.5	%	515,771			497,277			3.7	%	Net earnings	228,574			226,153			1.1	%

Net earnings per common share - diluted	Net earnings per common share - diluted	$	2.00		$	1.82		9.9	%	$	3.56		$	3.43		3.8	%	Net earnings per common share - diluted	$	1.63		$	1.56		4.5	%

* nm - not meaningful

Revenue

Revenue for the three months ended ~~June 30, 2022~~March 31, 2023 increased ~~$127.0~~$27.1 million, or ~~6.3%~~1.3%, from the prior year comparable quarter. Results included organic revenue growth of ~~7.5%~~2.9%, primarily led by our Engineered Products and Climate & Sustainability Technologies segments, and acquisition-related revenue growth of ~~4.1%~~0.9%, primarily driven by our ~~Clean Energy~~Pumps & ~~Fueling~~Process Solutions segment. This growth was partially offset by an unfavorable impact from foreign currency translation of ~~3.6% and disposition-related decline of 1.7%~~2.5%. Customer pricing favorably impacted revenue by approximately ~~6.6%~~5.1% in the ~~second~~first quarter of ~~2022~~2023 compared to ~~2.1%~~6.0% in the prior year comparable quarter.

Revenue for the six months ended June 30, 2022 increased $311.0 million, or 8.0%, from the comparable period. The increase primarily reflects organic revenue growth of 8.4%, primarily led by our Engineered Products and Climate & Sustainability Technologies segments. Acquisition-related growth was 4.3%, led by our Clean Energy & Fueling segment. This growth was partially offset by an unfavorable impact from foreign currency translation of 3.0% and a 1.7% impact from dispositions within the Climate & Sustainability Technologies segment. Customer pricing favorably impacted revenue by approximately 6.3% for the six months ended June 30, 2022 compared to 1.4% in the prior year comparable period.

Gross Profit

Gross profit for the three months ended ~~June 30, 2022~~March 31, 2023 increased ~~$9.1~~$3.8 million, or ~~1.2%~~0.5%, while gross profit margin decreased ~~180~~30 basis points to ~~36.2%~~35.9%, from the prior year comparable quarter. ~~Our~~Gross profit margin decreased due to product mix across the company's businesses, partially offset by pricing initiatives which ~~started in 2021 and~~continued into ~~2022 offset increased material and logistics costs.~~2023.

Gross profit for the six months ended June 30, 2022 increased $30.8 million, or 2.1%, while gross profit margin decreased by 210 basis points to 36.2%, from the comparable period. Our pricing initiatives which started in 2021 and into 2022 offset increased material and logistics costs.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended ~~June 30, 2022~~March 31, 2023 decreased ~~$3.6~~$11.4 million, or ~~0.8%~~2.6%, from the prior year comparable quarter, primarily due to lower insurance claims, gain on sale of fixed assets, and lower variable compensation ~~expense.~~expense, partially offset by increased restructuring costs. As a percentage of revenue, selling, general and administrative expenses decreased ~~140~~80 basis points as compared to the prior year comparable ~~period~~quarter to ~~19.7%~~20.8% due to an increase in ~~the revenue base.~~

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

Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to ~~$38.6~~$38.0 million and ~~$41.2~~$40.7 million for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $79.3 million and $82.4 million, for the six months ended June 30, 2022 and 2021,~~ respectively. These costs as a percent of revenue were 1.8% and 2.0% for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and 1.9% and 2.1% for the six months ended June 30, 2022 and 2021,~~ respectively.

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Other income, net

Other income, net includes non-service pension benefit, deferred compensation plan investments gain or loss, earnings or charges from equity method investments, foreign exchange gain or loss, and various other items. Other income, net for the three months ended ~~June 30, 2022 decreased $0.4~~March 31, 2023 increased $1.7 million from the prior year comparable ~~period due to various immaterial items.~~

~~Other income, net for the six months ended June 30, 2022 decreased $1.1 million~~periods due to various immaterial items.

Income Taxes

The effective tax rates for the three months ended ~~June 30,~~March 31, 2023 and 2022 were 20.2% and ~~2021 were 13.6% and 18.2%~~18.0%, respectively. The ~~decrease~~increase in the effective tax rate for the three months ended ~~June 30, 2022~~March 31, 2023 relative to the prior year comparable quarter was primarily driven by favorable audit resolutions ~~including $22.6 million related to the Tax Cuts and Jobs Act.~~

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

Net earnings

Net earnings for the three months ended ~~June 30, 2022~~March 31, 2023 increased ~~9.5%~~1.1% to ~~$289.6~~$228.6 million, or ~~$2.00~~$1.63 diluted earnings per share, from ~~$264.5~~$226.2 million, or ~~$1.82~~$1.56 diluted earnings per share, in the prior year comparable quarter. The increase in net earnings is mainly attributable to ~~increased volumes, favorable business mix,~~productivity initiatives and customer pricing actions, partially offset by increased material and ~~logistic costs, increased~~ labor costs and 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.~~

Net earnings for the six months ended June 30, 2022 increased 3.7% to $515.8 million, or $3.56 diluted earnings per share, from $497.3 million, or $3.43 diluted earnings per share, in the prior year comparable quarter. The increase in net earnings is mainly attributable to increased volumes, favorable business mix, pricing initiatives, productivity actions, and restructuring benefits offset by higher material and logistic costs, increased labor costs and an unfavorable impact form foreign currency translation. ~~Additionally, the six 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.~~

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SEGMENT RESULTS OF OPERATIONS

The summary that follows provides a discussion of the results of operations of each of our five reportable operating segments (Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies). Each of these segments is comprised of various product and service offerings that serve multiple markets. We evaluate our operating segment performance based on segment earnings as defined in Note 1614 — Segment Information in the ~~Condensed Consolidated Financial Statements~~condensed consolidated financial statements in Item 1 of this Form 10-Q. For further information, see "Non-GAAP Disclosures" at the end of this Item 2.

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

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

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

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

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

Engineered Products

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


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
(dollars in thousands)	(dollars in thousands)	2022		2021		% Change		2022		2021		% Change		(dollars in thousands)	2023		2022		% Change
Revenue	Revenue	$	514,436	$	442,091	16.4	%	$	1,002,083	$	870,218	15.2	%	Revenue	$	497,549	$	487,647	2.0	%

Segment earnings	Segment earnings	$	81,671	$	71,255	14.6	%	$	152,801	$	147,939	3.3	%	Segment earnings	$	84,275	$	71,130	18.5	%

Segment margin	Segment margin	15.9%		16.1%				15.2%		17.0%				Segment margin	16.9 %		14.6 %

Operational metrics:	Operational metrics:													Operational metrics:
Bookings	Bookings	$	452,668	$	497,200	(9.0)	%	$	993,703	$	1,025,510	(3.1)	%	Bookings	$	536,472	$	541,035	(0.8)	%
Backlog	Backlog							$	759,589	$	613,517	23.8	%	Backlog	$	755,442	$	830,135	(9.0)	%

Components of revenue growth:	Components of revenue growth:													Components of revenue growth:
Organic growth	Organic growth					18.6	%					16.6	%	Organic growth					3.4	%
Acquisitions						1.1	%					1.2	%

Foreign currency translation	Foreign currency translation					(3.3)	%					(2.6)	%	Foreign currency translation					(1.4)	%
						16.4	%					15.2	%
Total revenue growth														Total revenue growth					2.0	%

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

Engineered Products segment revenue for the ~~second~~first quarter of ~~2022~~2023 increased ~~$72.3~~$9.9 million, or ~~16.4%~~2.0%, as compared to the ~~second~~first quarter of ~~2021,~~2022, comprised primarily of organic growth of ~~18.6%~~3.4%, ~~acquisition-related growth of 1.1%, and~~partially offset by an unfavorable impact from foreign currency translation of ~~3.3%~~1.4%. Customer pricing favorably impacted revenue in the ~~second~~first quarter of ~~2022~~2023 by approximately ~~10.3%~~4.1% compared to ~~2.7%~~10.8% in the prior year comparable ~~quarter, reflecting actions to recover increasing costs.~~quarter.

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The organic revenue growth was ~~most notable~~primarily driven by segment-wide pricing actions to recover increased material and logistics costs, as well as strong demand and improved chassis availability in our waste handling business as large national waste haulers and municipal governments invest to upgrade their refuse collection vehicle ~~service,~~fleets and implement our leading digital technologies to improve waste collection process efficiencies. Our industrial automation and ~~industrial winch and hoist businesses. Our~~ aerospace and defense ~~business was down year-over-year driven by supply chain constraints, program~~businesses experienced modest organic declines, primarily related to timing of programs with key automotive and a difficult comparable against record shipment levels in the prior year. Despite the strong organic growth and near record-high backlog levels for the segment, shipments continue to be challenged by supply chain and labor availability constraints.defense customers. We anticipate organic revenue growth to continue into the second ~~half of the year as~~quarter driven by a healthy backlog position and strong order demand ~~remains strong~~trends in several of our key ~~end-markets,~~end markets, most notably waste handling and ~~vehicle services.~~industrial automation.

Engineered Products segment earnings increased ~~$10.4~~$13.1 million, or ~~14.6%~~18.5%, compared to the ~~second~~first quarter of ~~2021.~~2022. The increase was primarily driven by ~~increased volumes, favorable business mix, and~~continued customer pricing actions and improved productivity, partially offset by higher ~~material and logistic costs, increased~~ labor costs, as well as an unfavorable impact from foreign currency translation. As a result, segment margin ~~decreased~~increased to ~~15.9%~~16.9% from ~~16.1%~~14.6% as compared to the prior year comparable quarter.

Bookings decreased ~~9.0%~~0.8% for the segment, comprised ~~primarily~~ of ~~organic decline of 8.3%,~~ an unfavorable impact from foreign currency translation of ~~2.2%~~1.7%, partially offset by ~~acquisition-related~~organic growth of ~~1.5%~~0.9%. The organic bookings ~~decline~~growth was driven by declines in our vehicle service and waste handling businesses principally related to higher year-over-year comparables and timing of orders in waste handling. Segment book-to-bill was 0.88. Backlog increased 23.8% compared to the prior year comparable period.

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

Engineered Products revenue for the six months ended June 30, 2022 increased $131.9 million, or 15.2%, compared to the prior year comparable period. This was comprised of organic revenue growth of 16.6% and acquisition-related growth of 1.2%, partially offset by an unfavorable impact from foreign currency translation of 2.6%. The organic revenue growth was most notablestrong demand in our waste handling, ~~vehicle service,~~ industrial automation and industrial winch and hoist ~~businesses. Our aerospace and defense~~businesses, partially offset by a reduction in vehicle lift 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 10.5% compared to 1.6% in the prior comparable period.

~~Segment earnings for the six months ended June 30, 2022 increased $4.9 million, or 3.3%, as compared to the 2021 comparable period. The growth was~~ primarily driven by increased volumes, favorable business mix, and customer pricing actions, partially offset by higher material and logistic costs, increased labor costs, as well as an unfavorable impact from foreign currency translation.normalization of lead times. Segment ~~margin~~book-to-bill was 1.08. Backlog decreased ~~to 15.2% from 17.0% as~~9.0% compared to the prior year comparable ~~period.~~period, primarily related to supply chain improvements resulting in the normalization of customer delivery lead times and market demand in our vehicle lift business.

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Clean Energy & Fueling

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


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
(dollars in thousands)	(dollars in thousands)	2022		2021		% Change		2022		2021		% Change		(dollars in thousands)	2023		2022		% Change
Revenue	Revenue	$	494,075	$	437,042	13.0	%	$	952,470	$	826,720	15.2	%	Revenue	$	430,729	$	458,395	(6.0)	%

Segment earnings	Segment earnings	$	99,034	$	93,430	6.0	%	$	171,996	$	173,002	(0.6)	%	Segment earnings	$	73,605	$	72,962	0.9	%

Segment margin	Segment margin	20.0%		21.4%				18.1%		20.9%				Segment margin	17.1 %		15.9 %

Operational metrics:	Operational metrics:													Operational metrics:
Bookings	Bookings	$	487,861	$	453,146	7.7	%	$	989,352	$	875,814	13.0	%	Bookings	$	454,526	$	501,491	(9.4)	%
Backlog	Backlog							$	411,350	$	256,497	60.4	%	Backlog	$	337,116	$	426,342	(20.9)	%

Components of revenue growth:
Components of revenue decline:														Components of revenue decline:
Organic decline	Organic decline					(1.1)	%					(0.5)	%	Organic decline					(2.6)	%
Acquisitions						17.3	%					18.3	%

Foreign currency translation	Foreign currency translation					(3.2)	%					(2.6)	%	Foreign currency translation					(3.4)	%
						13.0	%					15.2	%
Total revenue decline														Total revenue decline					(6.0)	%

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

Clean Energy & Fueling segment revenue for the ~~second~~first quarter of ~~2022 increased $57.0~~2023 decreased $27.7 million, or ~~13.0%~~6.0%, as compared to the ~~second~~first quarter of ~~2021,~~2022, comprised of ~~acquisition-related growth of 17.3%,~~ an unfavorable impact from foreign currency translation of ~~3.2%~~3.4%, and an organic decline of ~~1.1%~~2.6%. ~~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~~first quarter of ~~2022~~2023 by approximately ~~5.4%~~4.5% compared to ~~2.5%~~2.9% 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~~above ground retail fueling equipment ~~following~~due to the ~~compliance deadline in the second quarter~~expected roll-off of ~~2021. This~~EMV-related demand, customer construction related delays, and overall caution among operators, and was ~~mostly~~partially offset by solid demand in ~~our North America retail fueling,~~ fluid transfer solutions, clean energy components for LPG and H2 applications, and vehicle wash solutions, ~~business,~~ along with pricing actions aimed at mitigating material and logistics cost inflation. We ~~anticipate~~expect organic ~~revenue~~growth rates in the second quarter to ~~increase~~remain constrained due to the continued recovery in above-ground retail fueling equipment, with year-over-year improvement expected 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.year.

Clean Energy & Fueling segment earnings increased ~~$5.6~~$0.6 million, or ~~6.0%~~0.9%, over the prior year comparable quarter. The increase was primarily driven by pricing actions, productivity initiatives and ~~cost~~the benefit from restructuring actions ~~and~~taken in the ~~favorable impact from acquisitions, which~~second half of 2022 in response to reduced volumes in our above ground retail fueling business. These actions more than offset the unfavorable ~~impact to earnings from lower EMV related revenues and increased~~impacts of material ~~logistics~~ and labor ~~costs.~~cost inflation, organic volume declines and foreign currency translation. Segment margin ~~decreased~~increased to ~~20.0%~~17.1% from ~~21.4%~~15.9% in the prior year comparable quarter.

Overall bookings ~~increased 7.7%~~decreased 9.4% 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%~~6.1% and an unfavorable impact from foreign currency translation of ~~2.2%~~3.3%. The organic bookings decline was primarily driven by ~~the decrease~~reduced year-over-year demand in ~~demand for EMV compliant equipment, partially offset by strong order intake in our vehicle wash and North America~~above ground retail fueling ~~businesses.~~equipment. Segment book-to-bill was ~~0.99.~~1.06. Backlog ~~increased 60.4%~~decreased 20.9% as compared to the prior year comparable period ~~driven~~as lead times have normalized with the improvement in ~~large part by the acquisitions completed in 2021.~~global supply chains.

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

Clean Energy & Fueling segment revenue increased $125.8 million, or 15.2%, as compared to the six months ended June 30, 2021, attributable to acquisition-related growth of 18.3%, partially offset by an unfavorable impact from foreign currency translation of 2.6%, and an organic decline of 0.5%. 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 normalization of EMV related demand in North America. Customer pricing favorably impacted revenue in the six months ended June 30, 2022 by approximately~~ ~~4.2%~~ ~~compared to 1.8% in the prior comparable period~~.

Clean Energy & Fueling segment earnings decreased $1.0 million, or 0.6%, for the six months ended June 30, 2022. The decrease was driven by lower organic revenues, increased material, logistics and labor costs, and an unfavorable impact from foreign currency translation. This was partially offset by benefits from higher pricing, productivity initiatives and cost actions, and acquisitions. Segment margin decreased to 18.1% from 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 to the global packaged and consumer goods, pharmaceutical, industrial manufacturing, ~~fashion and apparel~~textile and other end-markets.


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
(dollars in thousands)	(dollars in thousands)	2022		2021		% Change		2022		2021		% Change		(dollars in thousands)	2023		2022		% Change
Revenue	Revenue	$	275,951	$	294,076	(6.2)	%	$	548,206	$	578,404	(5.2)	%	Revenue	$	283,091	$	272,255	4.0	%

Segment earnings	Segment earnings	$	61,392	$	66,565	(7.8)	%	$	119,990	$	130,183	(7.8)	%	Segment earnings	$	68,315	$	58,598	16.6	%

Segment margin	Segment margin	22.2%		22.6%				21.9%		22.5%				Segment margin	24.1 %		21.5 %

Operational metrics:	Operational metrics:													Operational metrics:
Bookings	Bookings	$	292,136	$	299,608	(2.5)	%	$	599,240	$	593,222	1.0	%	Bookings	$	290,712	$	307,104	(5.3)	%
Backlog	Backlog							$	255,255	$	206,125	23.8	%	Backlog	$	236,215	$	243,411	(3.0)	%

Components of revenue decline:
Organic decline						(0.9)	%					(1.0)	%
Acquisitions						0.5	%					0.4	%
Components of revenue growth:														Components of revenue growth:
Organic growth														Organic growth					8.2	%

Foreign currency translation	Foreign currency translation					(5.8)	%					(4.6)	%	Foreign currency translation					(4.2)	%
						(6.2)	%					(5.2)	%
Total revenue growth														Total revenue growth					4.0	%

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

Imaging & Identification segment revenue for the ~~second~~first quarter of ~~2022 decreased $18.1~~2023 increased $10.8 million, or ~~6.2%~~4.0%, as compared to the ~~second~~first quarter of ~~2021,~~2022, comprised of organic growth of 8.2%, which was partially offset by an unfavorable impact from foreign currency translation of ~~5.8% and an organic decline of 0.9%, partially offset by acquisition-related growth of 0.5%~~4.2%. ~~Acquisition-related growth was driven by the acquisition of Blue Bite LLC.~~ Customer pricing favorably impacted revenue in the ~~second~~first quarter of ~~2022~~2023 by approximately ~~3.2%~~6.7% compared to ~~1.1%~~1.9% in the prior year comparable quarter.

The organic revenue ~~decline~~growth was primarily driven by ~~continued sourced component shortages~~pricing initiatives and ~~logistics headwinds~~solid activity 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~~as underlying demand ~~in Asia. This was partially offset by increased revenue in~~for our ~~serialization~~printers, spare parts, services and ~~brand management software business. We~~consumables remains positive, and we expect ~~deliveries~~growth in our marking and coding business to ~~improve in~~remain positive into the second ~~half, as component availability improves, China restrictions ease,~~quarter. Demand in our textile printing business has continued to be impacted by high energy prices and ~~underlying demand for our printers and consumables remains positive.~~macro uncertainty in textile producing regions.

Imaging & Identification segment earnings ~~decreased $5.2~~increased $9.7 million, or ~~7.8%~~16.6%, over the prior year comparable quarter. This ~~decrease~~increase was primarily driven by pricing initiatives, organic revenue ~~reductions stemming~~growth, and productivity actions, which more than offset negative impacts from ~~supply chain~~material and ~~logistics constraints, input~~labor cost inflation and ~~unfavorable~~ foreign ~~exchange, partially offset by pricing initiatives, productivity actions, restructuring benefits, and cost containment.~~currency translation. Segment margin ~~decreased~~increased to ~~22.2%~~24.1% from ~~22.6%~~21.5% in the prior year comparable quarter.

Overall bookings decreased ~~2.5%~~5.3% as compared to the prior year comparable quarter, reflecting an unfavorable impact from foreign currency translation of ~~5.5% offset by~~3.5%, and an organic ~~growth~~decline of ~~2.6% and acquisition-related growth of 0.4%~~1.8%. ~~Organic~~The organic bookings ~~growth~~decline was primarily driven by ~~solid demand for new equipment and associated services and consumables~~the timing of orders in our ~~marking and coding~~serialization software business. Segment book-to-bill was ~~1.06.~~1.03. Backlog ~~increased 23.8%~~decreased 3.0% as compared to the prior year ~~period.~~

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

Imaging & Identification segment revenue decreased $30.2 million, or 5.2%, as compared to the six months ended June 30, 2021, attributable to an unfavorable impact from foreign currency translation of 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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~~impacted underlying demand in Asia. Customer pricing favorably impacted revenue in the six months ended June 30, 2022 by approximately 2.6% compared to 1.0% in the prior~~ comparable period.

Imaging & Identification segment earnings decreased $10.2 million, or 7.8%, for the six months ended June 30, 2022 over the prior year comparable period. The decrease was primarily driven by the earnings impact from lower revenues, higher input costs, and unfavorable foreign exchange impacts, partially offset by cost reduction initiatives, price increases, restructuring benefits, and cost containment. Segment margin decreased to 21.9% from 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~~highly engineered precision components for rotating and reciprocating machines, fluid connecting solutions and plastics and polymer processing equipment, serving single-use biopharmaceutical production, diversified industrial manufacturing, chemical production, plastics and polymer processing, midstream and downstream oil and gas and other end-markets.


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
(dollars in thousands)	(dollars in thousands)	2022		2021		% Change		2022		2021		% Change		(dollars in thousands)	2023		2022		% Change
Revenue	Revenue	$	441,127	$	428,701	2.9	%	$	876,322	$	823,078	6.5	%	Revenue	$	413,881	$	435,195	(4.9)	%

Segment earnings	Segment earnings	$	138,048	$	146,759	(5.9)	%	$	284,665	$	275,654	3.3	%	Segment earnings	$	115,244	$	146,617	(21.4)	%

Segment margin	Segment margin	31.3%		34.2%				32.5%		33.5%				Segment margin	27.8 %		33.7 %

Operational metrics:	Operational metrics:													Operational metrics:
Bookings	Bookings	$	471,693	$	521,010	(9.5)	%	$	931,483	$	1,072,375	(13.1)	%	Bookings	$	464,297	$	459,790	1.0	%
Backlog	Backlog							$	715,646	$	634,477	12.8	%	Backlog	$	742,890	$	704,935	5.4	%

Components of revenue growth:
Organic growth						6.8	%					9.6	%
Components of revenue decline:														Components of revenue decline:
Organic decline														Organic decline					(7.1)	%
Acquisitions	Acquisitions					0.4	%					0.3	%	Acquisitions					4.4	%

Foreign currency translation	Foreign currency translation					(4.3)	%					(3.4)	%	Foreign currency translation					(2.2)	%
						2.9	%					6.5	%
Total revenue decline														Total revenue decline					(4.9)	%

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

Pumps & Process Solutions segment revenue for the ~~second~~first quarter of ~~2022 increased $12.4~~2023 decreased $21.3 million, or ~~2.9%~~4.9%, as compared to the ~~second~~first quarter of ~~2021, comprised~~2022, driven by an organic decline of ~~organic growth of 6.8%, acquisition-related growth of 0.4%~~7.1%, and an unfavorable impact from foreign currency translation of ~~4.3%~~2.2%, partially offset by acquisition-related growth of 4.4%. Acquisition-related growth was primarily driven by the acquisition of ~~AMN Dpi, Quantex Arc Limited,~~Malema Engineering Corporation and ~~one other immaterial acquisition.~~Witte Pumps & Technology GmbH. Customer pricing favorably impacted revenue in the ~~second~~first quarter of ~~2022~~2023 by approximately ~~3.4%~~4.9% compared to ~~1.3%~~3.6% in the prior year comparable quarter.

The organic revenue ~~growth~~decline was primarily driven by reduced shipments for components used in COVID-19 vaccine production and biopharmaceutical manufacturers repurposing inventory purchased for the COVID-19 vaccine production toward production of non-COVID-19 therapies. This decline was partially offset by pricing initiatives, along with continued strength in ~~our core non-COVID-19 biopharma platform,~~ industrial pumps, thermal connectors, plastics and polymer processing solutions and bearings and compression components businesses, which ~~all~~ saw revenue growth driven by ~~robust~~solid 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 underlyingUnderlying demand remains positive in our core biopharmaceutical platform and we ~~expect~~anticipate sales of biopharma products ~~used in the production of COVID-19 vaccines~~ to ~~continue~~begin to ~~decline~~increase in the second half of ~~2022.~~the year as customers deplete significant inventories built up in prior years.

Pumps & Process Solutions segment earnings decreased ~~$8.7~~$31.4 million, or ~~5.9%~~21.4%, over the prior year comparable quarter. The decrease was primarily driven by the impact of reduced revenues relating to ~~single use~~biopharmaceutical components ~~used in COVID-19 vaccine production,~~ along with ~~material and labor cost inflation.~~foreign currency translation headwinds. This was partially offset by pricing initiatives, conversion on increased revenues in industrial pumps, plastics and polymer processing solutions and bearings and compression components, productivity actions and restructuring benefits. Segment margin decreased to ~~31.3%~~27.8% from ~~34.2%~~33.7% from the prior year comparable ~~period~~quarter mainly due to ~~revenue~~business mix within the segment.

Overall bookings ~~decreased 9.5%~~increased 1.0% as compared to the prior year comparable quarter ~~reflecting an organic decline~~driven by acquisition-related growth of ~~6.5%~~4.8%, partially offset by an unfavorable impact from foreign currency translation of ~~3.4%,~~2.6% and ~~acquisition-related growth~~an organic decline of ~~0.4%~~1.2%. 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~~continued strong 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~~industrial pumps, thermal connectors, plastics and polymer processing solutions and bearings and compression components businesses.

Segment book-to-bill was 1.12. Backlog increased 5.4% compared to the prior year comparable period.

~~Table of Contents~~

~~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, components and ~~systems that serve~~parts for the commercial refrigeration, equipment and systems, heating and cooling and beverage can-making equipment markets.


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
(dollars in thousands)	(dollars in thousands)	2022		2021		% Change		2022		2021		% Change		(dollars in thousands)	2023		2022		% Change
Revenue	Revenue	$	434,164	$	430,506	0.8	%	$	833,242	$	802,583	3.8	%	Revenue	$	455,325	$	399,078	14.1	%

Segment earnings	Segment earnings	$	64,181	$	56,905	12.8	%	$	117,790	$	100,380	17.3	%	Segment earnings	$	73,778	$	53,609	37.6	%

Segment margin	Segment margin	14.8%		13.2%				14.1%		12.5%				Segment margin	16.2 %		13.4 %

Operational metrics:	Operational metrics:													Operational metrics:
Bookings	Bookings	$	403,574	$	606,545	(33.5)	%	$	848,426	$	1,143,871	(25.8)	%	Bookings	$	300,014	$	444,852	(32.6)	%
Backlog	Backlog							$	1,186,180	$	854,188	38.9	%	Backlog	$	899,379	$	1,218,155	(26.2)	%

Components of revenue growth:	Components of revenue growth:													Components of revenue growth:
Organic growth	Organic growth					11.4	%					14.2	%	Organic growth					16.2	%

Dispositions						(8.0)	%					(8.1)	%

Foreign currency translation	Foreign currency translation					(2.6)	%					(2.3)	%	Foreign currency translation					(2.1)	%
						0.8	%					3.8	%
Total revenue growth														Total revenue growth					14.1	%

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

Climate & Sustainability Technologies segment revenue increased ~~$3.7~~$56.2 million, or ~~0.8%~~14.1%, as compared to the ~~second~~first quarter of ~~2021,~~2022, reflecting organic revenue growth of ~~11.4%~~16.2%, and partially 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%~~2.1%. Customer pricing favorably impacted revenue in the ~~second~~first quarter of ~~2022~~2023 by approximately ~~9.5%~~5.9% compared to ~~2.6%~~9.2% in the prior year comparable quarter, reflecting actions to recover higher costs.

The organic revenue growth was driven by ~~customer price~~strong demand across many of our key end markets combined with pricing actions implemented to recover increased material and logistics ~~costs combined with~~costs. Our heat exchanger business continues to experience strong growth as regulation-driven efforts to shift from fossil fuel to electric energy in Europe drive robust demand ~~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,~~for heat pump applications, as ~~industry-wide supply chain constraints resulted in deferred shipments that are anticipated to be recovered in the second half of the year~~well as ~~supply chain availability improves.~~strong global commercial HVAC and industrial markets. Beverage can-making business revenues experienced ~~strong~~solid growth, driven by ~~continued favorable macro~~strong backlog levels and secular 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~~Retail refrigeration revenue also increased from the prior year, driven by customer pricing actions, healthy remodel activity with large supermarket chains, and growing demand for natural refrigerant systems. We anticipate organic revenue growth to continue at modest levels in the second quarter ~~this business terminated a contract due to customer financing limitations, resulting in non-refundable deposits recognized in revenue and segment earnings. Our~~driven by continued strong heat exchanger ~~business experienced healthy growth across all regions, fueled~~demand partially offset by ~~regulation-driven heat pump demand~~the near term impact of order de-bookings related to a major retail refrigeration customer’s strategic decision to temporarily pause its new store expansion program and timing of projects in ~~Europe, robust demand in Asia and strengthening commercial HVAC and industrial markets globally.~~our beverage can-making business.

Climate & Sustainability Technologies segment earnings increased ~~$7.3~~$20.2 million, or ~~12.8%~~37.6%, as compared to the ~~second~~first quarter of ~~2021.~~2022. Segment margin increased to ~~14.8%~~16.2% from ~~13.2%~~13.4% in the prior year comparable quarter. The segment earnings increase was driven by ~~increased volumes, favorable business mix, and~~ customer pricing actions, increased volumes and benefits from productivity initiatives, partially offset by ~~increased~~higher 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.~~costs.

Bookings in the ~~second~~first quarter of ~~2022~~2023 decreased ~~33.5%~~32.6% from the prior year comparable quarter, reflecting organic decline of ~~24.1%, a disposition-related decline of 7.2%,~~30.6% and an unfavorable impact from foreign currency translation of ~~2.2%~~2.0%. The organic bookings decline ~~includes a $74.0~~was principally driven by improving lead times, timing of large beverage equipment projects, and $90.0 million ~~reversal of an~~in 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.~~de-bookings discussed above. Segment book-to-bill for the ~~second~~first quarter of ~~2022~~2023 was ~~0.93.~~0.66. Backlog ~~increased 38.9%~~decreased 26.2% over the prior year comparable period, ~~reflective of the improving outlook~~but remains at healthy and elevated levels reflecting constructive demand across ~~all businesses~~several key end markets within the ~~segment, which more than offset the order reversal in our beverage can-making business.~~

segment.

~~Table of Contents~~

~~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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Reconciliation of Segment Earnings to Net Earnings


		Three Months Ended June 30,			Six Months Ended June 30,				Three Months Ended March 31,
			2022		2021		2022			2021
(dollars in thousands)												(dollars in thousands)	2023		2022
Net earnings:	Net earnings:											Net earnings:
Segment earnings:	Segment earnings:											Segment earnings:
Engineered Products	Engineered Products		$	81,671	$	71,255	$	152,801		$	147,939	Engineered Products	$	84,275	$	71,130
Clean Energy & Fueling	Clean Energy & Fueling		99,034		93,430		171,996			173,002		Clean Energy & Fueling	73,605		72,962
Imaging & Identification	Imaging & Identification		61,392		66,565		119,990			130,183		Imaging & Identification	68,315		58,598
Pumps & Process Solutions	Pumps & Process Solutions		138,048		146,759		284,665			275,654		Pumps & Process Solutions	115,244		146,617
Climate & Sustainability Technologies	Climate & Sustainability Technologies		64,181		56,905		117,790			100,380		Climate & Sustainability Technologies	73,778		53,609
Total segment earnings	Total segment earnings		444,326		434,914		847,242			827,158		Total segment earnings	415,217		402,916
Purchase accounting expenses (1)	Purchase accounting expenses (1)		47,019		35,162		100,305			70,678		Purchase accounting expenses (1)	42,679		53,286
Restructuring and other costs (2)	Restructuring and other costs (2)		7,944		10,779		18,496			14,941		Restructuring and other costs (2)	14,053		10,552
Loss on dispositions (3)	Loss on dispositions (3)		—		—		194			—		Loss on dispositions (3)	—		194
Corporate expense / other (4)	Corporate expense / other (4)		27,967		39,910		65,371			77,083		Corporate expense / other (4)	40,072		37,404
Interest expense	Interest expense		26,989		26,661		53,541			53,484		Interest expense	34,214		26,552
Interest income	Interest income		(949)		(942)		(1,724)			(1,622)		Interest income	(2,091)		(775)
Earnings before provision for income taxes	Earnings before provision for income taxes		335,356		323,344		611,059			612,594		Earnings before provision for income taxes	286,290		275,703
Provision for income taxes	Provision for income taxes		45,738		58,836		95,288			115,317		Provision for income taxes	57,716		49,550
Net earnings	Net earnings		$	289,618	$	264,508	$	515,771		$	497,277	Net earnings	$	228,574	$	226,153

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

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

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

Restructuring and Other Costs (Benefits)

Restructuring and other costs (benefits) are not presented in our segment earnings because these costs are excluded from the segment operating performance measure reviewed by management. ~~Restructuring and other costs of $7.9 million for~~During the three months ended ~~June 30, 2022 were primarily due to headcount reductions~~March 31, 2023 restructuring and ~~facility consolidations resulting from~~other activities include restructuring programs initiated in 2021 and 2022, and asset write-downs. For the six months ended June 30, 2022, substantial liquidation and exit from certain Latin America countries in our Climate & Sustainability Technologies segment contributed to restructuring expensescharges of $12.5 million and other costs (benefits) of $1.6 million. Restructuring expenses for the three months ended March 31, 2023 were primarily related to headcount reductions and exit costs in the Clean Energy & Fueling segment. These programs were initiated in 2022 and 2023 and were undertaken in light of current market conditions. Other costs (benefits), net ~~of $6.0 million,~~for the three months ended March 31, 2023 was comprised primarily of ~~foreign currency translation losses and asset write-downs.~~$1.1 million for product line rationalization in the Clean Energy & Fueling segment. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the ~~Condensed Consolidated Statement~~condensed consolidated statement of ~~Earnings.~~earnings. Additional programs beyond the scope of the announced programs may be implemented during ~~2022~~2023 with related restructuring charges.

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


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

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~~We recorded the following restructuring and other costs for the three and six months ended June 30, 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,~~March 31, 2022, restructuring and other activities included restructuring charges of ~~$9.4~~$8.2 million ~~and $15.9 million, respectively,~~ and other costs (benefits), net, of ~~$1.3 million and $(0.9) million, respectively.~~$2.4 million. Restructuring expense for the three months ended March 31, 2022 ~~and other costs were~~was comprised primarily of ~~new actions~~the result of restructuring programs initiated in ~~2020 and~~ 2021, which includes non-cash foreign currency translation losses due to the substantial liquidation of businesses 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.~~certain Latin America countries. Other costs (benefits), net for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 was comprised primarily of a ~~gain on sale~~$2.1 million write-off of assets ~~of $2.0 million and $1.3 million~~in connection with an exit from certain Latin America countries in our ~~Pumps & Process Solutions and~~ Climate & Sustainability Technologies ~~segments, respectively, as a result of restructuring actions, partially offset by $2.4 million of restructuring related costs.~~segment. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the ~~Condensed Consolidated Statement~~condensed consolidated statement of ~~Earnings.~~earnings.

We recorded the following restructuring and other costs (benefits) for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022:


		Three Months Ended June 30, 2021															Three Months Ended March 31, 2022
(dollars in thousands)	(dollars in thousands)	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Corporate		Total		(dollars in thousands)	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Corporate		Total
Restructuring	Restructuring	$	4,339	$	1,415	$	174	$	904	$	2,283	$	321	$	9,436	Restructuring	$	457	$	196	$	1,191	$	685	$	5,716	$	(88)	$	8,157
Other costs (benefits), net	Other costs (benefits), net	315		242		4		(5)		256		531		1,343		Other costs (benefits), net	52		(6)		186		1		2,117		45		2,395
Restructuring and other costs		$	4,654	$	1,657	$	178	$	899	$	2,539	$	852	$	10,779
Restructuring and other costs (benefits)																Restructuring and other costs (benefits)	$	509	$	190	$	1,377	$	686	$	7,833	$	(43)	$	10,552

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

~~Table of Contents~~

Purchase Accounting Expenses

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021
(dollars in thousands)										(dollars in thousands)	2023		2022
Purchase accounting expenses	Purchase accounting expenses									Purchase accounting expenses
Engineered Products	Engineered Products	$	5,593	$	3,881	$	10,408	$	7,767	Engineered Products	$	5,804	$	4,815
Clean Energy & Fueling 1	Clean Energy & Fueling 1	26,895		13,018		58,225		26,052		Clean Energy & Fueling 1	19,567		31,330
Imaging & Identification	Imaging & Identification	5,609		5,640		11,301		11,584		Imaging & Identification	5,606		5,692
Pumps & Process Solutions	Pumps & Process Solutions	4,097		7,228		10,688		14,484		Pumps & Process Solutions	6,877		6,591
Climate & Sustainability Technologies	Climate & Sustainability Technologies	4,825		5,395		9,683		10,791		Climate & Sustainability Technologies	4,825		4,858
Total	Total	$	47,019	$	35,162	$	100,305	$	70,678	Total	$	42,679	$	53,286
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.
1 Purchase accounting expenses in our Clean Energy and Fueling segment decreased by $11,763 for the three months ended March 31, 2023 from the prior year comparable period, which included $12,097 of charges related to fair value step-ups for inventory from the acquisition of RegO and Acme Cryogenics in Q4 2021.										1 Purchase accounting expenses in our Clean Energy and Fueling segment decreased by $11,763 for the three months ended March 31, 2023 from the prior year comparable period, which included $12,097 of charges related to fair value step-ups for inventory from the acquisition of RegO and Acme Cryogenics in Q4 2021.

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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~~repurchase of outstanding shares, adequacy of available commercial paper and bank lines of credit and the ability to attract long-term capital with satisfactory terms. We generate substantial cash from the operations of our businesses and remain in a strong financial position, with sufficient liquidity available for reinvestment in existing businesses and strategic acquisitions.

Cash Flow Summary

The following table is derived from our ~~Condensed Consolidated Statements~~condensed consolidated statements of ~~Cash Flows:~~cash flows:


		Six Months Ended June 30,					Three Months Ended March 31,
Cash Flows (dollars in thousands)		2022		2021
Net Cash Flows Provided By (Used In):
Cash Flows from Operations (in thousands)						Cash Flows from Operations (in thousands)	2023		2022
Net cash flows provided by (used in):						Net cash flows provided by (used in):
Operating activities	Operating activities	$	202,456	$	437,257	Operating activities	$	241,284	$	23,683
Investing activities	Investing activities	(115,853)		(151,203)		Investing activities	(43,556)		(46,963)
Financing activities	Financing activities	45,265		(200,188)		Financing activities	(306,565)		(75,204)

Operating Activities

Cash ~~provided by~~flow from operating activities for the ~~six~~three months ended ~~June 30, 2022 decreased approximately $234.8 million~~March 31, 2023 increased compared to ~~the comparable period in 2021.~~March 31, 2022. This ~~decrease~~increase was primarily driven by ~~higher investments~~improvements in ~~inventoryto support business and backlog growth, and also to mitigate potential inventory shortages given~~ the ~~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~~cash flows related to ~~the gain on sale of Unified Brands in Q4 2021.~~working capital.

Adjusted Working Capital: We believe adjusted working capital (a non-GAAP measure calculated as accounts receivable, plus inventory, less accounts payable) provides a meaningful measure of liquidity by showing changes caused by operational results. The following table provides a calculation of adjusted working capital:

~~Table of Contents~~


Adjusted Working Capital (dollars in thousands)		June 30, 2022		December 31, 2021
Adjusted Working Capital (in thousands)						Adjusted Working Capital (in thousands)	March 31, 2023		December 31, 2022
Accounts receivable	Accounts receivable	$	1,514,455	$	1,347,514	Accounts receivable	$	1,460,970	$	1,516,871
Inventories	Inventories	1,381,607		1,191,095		Inventories	1,405,416		1,366,608
Less: Accounts payable	Less: Accounts payable	1,200,612		1,073,568		Less: Accounts payable	1,039,162		1,068,144
Adjusted working capital	Adjusted working capital	$	1,695,450	$	1,465,041	Adjusted working capital	$	1,827,224	$	1,815,335

Adjusted working capital increased ~~from December 31, 2021~~ by ~~$230.4~~$11.9 million, or ~~15.7%~~0.7%, ~~to $1.7 billion at June 30, 2022,~~in the quarter ended March 31, 2023, which reflected an increase of ~~$166.9 million~~ ~~in accounts receivable and $190.5~~$38.8 million in inventory ~~partially offset by an increase~~and a decrease in accounts payable of ~~$127.0 million. These amounts include the effects~~$29.0 million, partially offset by a decrease of ~~acquisitions and foreign currency translation. Accounts receivable increased compared to the prior year as a result of higher revenue.~~$55.9 million in accounts receivable. Inventories increased to support business ~~and backlog~~ growth and ~~to also mitigate potential inventory shortages due to supply chain disruptions and constraints. These factors also led to an increase~~seasonality trends. The change in accounts ~~payable.~~payable and accounts receivable reflect the timing of payments and collections.

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

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

Investing Activities

Cash ~~used in~~flow from investing activities is generally derived from cash outflows for capital expenditures and acquisitions, offset by proceeds from sales of business, property, plant and equipment. ~~For~~During the ~~six~~three months ended ~~June 30, 2022 and 2021, we used cash~~March 31, 2023, the majority of the activity in investing activities was comprised of ~~$115.9 million and $151.2 million, respectively, primarily driven by the the following factors:~~

•~~Acquisitions:~~ During the six months ended 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 AvaLAN and Blue Bite within the Clean Energy & Fueling and Imaging & Identification segments, respectively, and Quantex and one other immaterial acquisition within the Pumps & Process Solutions segment for an aggregate of $81.2 million, net.

•~~Capital spending:~~capital spending. Our capital expenditures ~~increased $27.3~~decreased $2.0 million during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 compared to the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. We ~~expect full year 2022~~estimate capital expenditures in 2023 to ~~be approximately $200-$220~~range from $185.0 million to $195.0 million.

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

Financing Activities

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

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•~~Repurchase of common stock:~~ ~~During the six months ended 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.~~

•Commercial paper and ~~notes payable:~~other short-term borrowings, net: During the ~~six~~three months ended ~~June 30,~~March 31, 2023, we used $221.2 million to pay off commercial paper borrowings. During the three months ended March 31, 2022, we received net proceeds of ~~$288.0~~$7.8 million from commercial paper ~~borrowings~~. ~~During the six months ended June 30, 2021~~ ~~we did not borrow or have proceeds from commercial paper or notes payable.~~borrowings.

•Dividend payments: ~~Dividends paid~~Total dividend payments to common shareholders were $70.8 million during the ~~six~~three months ended ~~June 30, 2022 totaled $144.1 million~~March 31, 2023, as compared to ~~$142.7~~$72.2 million during the same period in ~~2021.~~2022. Our dividends paid per common share increased 1.0% to ~~$1.00~~$0.505 during the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 compared to ~~$0.99~~$0.50 during the same period in ~~2021.~~2022. The number of common shares outstanding decreased in the comparative periods due to share repurchase activity throughout 2022.

•Payments to settle employee tax obligations: Payments to settle tax obligations from the exercise of share-based awards ~~declined $21.0~~increased $2.9 million compared to the prior year period, primarily due to ~~the decrease~~an increase in the number of shares exercised.

Liquidity and Capital Resources

Free Cash Flow

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

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


		Six Months Ended June 30,							Three Months Ended March 31,
Free Cash Flow (dollars in thousands)	Free Cash Flow (dollars in thousands)	2022			2021			Free Cash Flow (dollars in thousands)	2023			2022
Cash flow provided by operating activities	Cash flow provided by operating activities	$	202,456		$	437,257		Cash flow provided by operating activities	$	241,284		$	23,683
Less: Capital expenditures	Less: Capital expenditures	(100,577)			(73,231)			Less: Capital expenditures	(48,375)			(50,381)
Free cash flow	Free cash flow	$	101,879		$	364,026		Free cash flow	$	192,909		$	(26,698)

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 revenue	11.6		%	1.2		%

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		%	Cash flow from operating activities as a percentage of net earnings	105.6		%	10.5		%

Free cash flow as a percentage of revenue	Free cash flow as a percentage of revenue	2.4		%	9.3		%	Free cash flow as a percentage of revenue	9.3		%	(1.3)		%

Free cash flow as a percentage of net earnings	Free cash flow as a percentage of net earnings	19.8		%	73.2		%	Free cash flow as a percentage of net earnings	84.4		%	(11.8)		%

For the ~~six~~three months ended ~~June 30, 2022, we generated cash flow from operating activities of $202.5 million, representing 4.8% of revenue and 39.3% of net earnings, and~~March 31, 2023, we generated free cash flow of ~~$101.9~~$192.9 million, representing ~~2.4%~~9.3% of revenue and ~~19.8%~~84.4% of net earnings. Free cash flow for the ~~six~~three months ended ~~June 30, 2022 decreased $262.1~~March 31, 2023 increased $219.6 million, compared to ~~the prior year period,~~March 31, 2022, due to ~~lower~~higher operating cash flow, primarily as a result of ~~increases~~improvements in ~~inventory, compensation payouts, estimated tax payments, and investments in~~working capital ~~expenditures~~ compared to 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 Unified Brands in Q4 2021.~~

Capitalization

We use commercial paper borrowings for general corporate purposes, including the funding of acquisitions and the repurchase of our common stock. As of ~~June 30, 2022,~~March 31, 2023, we 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 ~~is used~~principally as liquidity back-up for our commercial paper program and for general corporate purposes.

~~Under~~At the Company's election, loans under the Credit Agreement ~~we are required~~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 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~~all covenants in the Credit Agreement and our other long-term debt covenants at ~~June 30, 2022~~March 31, 2023 and had an interest coverage ratio of ~~17.8~~14.6 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 is in 2025.

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

At ~~June 30, 2022,~~March 31, 2023, our cash and cash equivalents totaled ~~$515.4~~$272.4 million, of which ~~$252.9~~ approximately $246.8 million waswas held outside the United States. At December 31, ~~2021,~~2022, our cash and cash equivalents totaled ~~$385.5~~$380.9 million, of wh~~ich $257.5~~which approximately $261.4 million waswas held outside the United ~~States~~.States. Cash and cash equivalents are held primarily in bank deposits with highly rated banks. We regularly hold cash in excess of near-term requirements ~~are invested~~ in ~~highly liquid investment-grade~~bank deposits or invest the funds in government money market instruments or short-term investments, ~~or bank deposits,~~ which consist of ~~investment-grade~~investment grade time deposits with original maturity dates at the time of purchase of no greater than three months. 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)
June 30, 2022 December 31, 2021
Short-term borrowings $ 654 $ 702
Commercial paper 393,000 105,000
Notes payable $ 393,654 $ 105,702
Long-term debt $ 2,936,124 $ 3,018,714
Total debt 3,329,778 3,124,416
Less: Cash and cash equivalents (515,371) (385,504)
Net debt 2,814,407 2,738,912
Add: Stockholders' equity 4,388,523 4,189,528
Net capitalization $ 7,202,930 $ 6,928,440
Net debt to net capitalization 39.1 % 39.5 %


Net Debt to Net Capitalization Ratio (dollars in thousands)	March 31, 2023			December 31, 2022
Commercial paper	$	513,900		$	734,936
Other	667			836
Total short-term borrowings	$	514,567		$	735,772
Long-term debt	2,961,362			2,942,513
Total debt	3,475,929			3,678,285
Less: Cash and cash equivalents	(272,426)			(380,868)
Net debt	3,203,503			3,297,417
Add: Stockholders' equity	4,460,561			4,286,366
Net capitalization	$	7,664,064		$	7,583,783
Net debt to net capitalization	41.8		%	43.5		%

Our net debt to net capitalization ratio decreased to ~~39.1%~~41.8% at ~~June 30, 2022~~March 31, 2023 compared to ~~39.5%~~43.5% at December 31, ~~2021.~~2022. Net debt ~~increased $75.5~~decreased $93.9 million during the ~~period~~period primarily due to ~~an increase~~a decrease in commercial paper borrowings, partially offset by ~~the increase in~~lower cash and cash equivalents. ~~Stockholders' equity~~Stockholders' equity increased ~~$199.0 million primarily~~for the period as a result of current earnings ~~during~~of $228.6 million and other comprehensive earnings of $17.1 million, primarily due to the ~~period,~~favorable impact of foreign currency fluctuations, partially offset by $70.8 million of dividends ~~paid and exercises of share-based awards.~~paid.

Operating cash flow ~~existing capacity of our Credit Agreement,~~ and access to capital markets are expected to satisfy our various cash flow requirements, including acquisitions, capital expenditures, purchase obligations, and lease ~~obligations, and~~obligations. Acquisition spending and/or share ~~repurchases.~~repurchases could potentially increase our debt.

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

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Critical Accounting ~~Policies and~~ Estimates

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

Recent Accounting Standards

See Note 1917 — Recent Accounting Pronouncements in the ~~Condensed Consolidated Financial Statements~~condensed consolidated financial statements in Item 1 of this Form 10-Q. The adoption of recent accounting standards as included in Note 1917 — Recent Accounting Pronouncements in the ~~Condensed Consolidated Financial Statements~~condensed consolidated financial statements has not had, and is not expected to have, a significant impact on our revenue, earnings or liquidity.

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

This Quarterly Report on Form 10-Q, especially MD&A, contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of ~~1995.~~1995, as amended. All statements in this document other than statements of historical fact are statements that are, or could be deemed, "forward-looking" statements. Some of these statements may be indicated by words such as "may", "anticipate", "expect", "believe", "intend", "continue", "guidance", "estimates", "suggest", "will", "plan", "should", "would", "could", "forecast"~~, "headwind", "tailwind"~~ and other words and terms that use the future tense or have a similar meaning. Forward-looking statements are based on current expectations and are subject to numerous important risks, uncertainties, and assumptions, ~~and other factors, some of which are beyond~~including those described in our Annual Report on Form 10-K for the ~~Company’s control.~~year ended December 31, 2022. Factors that could cause actual results to differ materially from current expectations include, among other ~~things,~~things: general economic conditions and conditions in the particular markets in which we operate; supply chain constraints and labor shortages that could result in production stoppages, inflation in material input costs and freight logistics; the impacts of COVID-19 or other future pandemics on the global economy and on our customers, suppliers, employees, business and cash flows, supply chain constraints and labor shortages that could result in production stoppages, inflation in material input costs and freight logistics, other general economic conditions and conditions in the particular markets in which we operate,flows; changes in customer demand and capital ~~spending,~~spending; competitive factors and pricing ~~pressures,~~pressures; our ability to develop and launch new products in a cost-effective ~~manner,~~manner; changes in law, including the effect of tax laws and developments with respect to trade policy and ~~tariffs,~~tariffs; our ability to identify and complete acquisitions and integrate and realize synergies from newly acquired ~~businesses,~~businesses; the impact of interest rate and currency exchange rate ~~fluctuations,~~fluctuations; capital allocation plans and changes in those plans, including with respect to dividends, share repurchases, investments in research and development, capital expenditures and ~~acquisitions,~~acquisitions; our ability to derive expected benefits from ~~restructuring,~~restructurings, productivity initiatives and other cost reduction ~~actions, changes in material costs or the supply of input materials,~~actions; the impact of legal compliance risks and litigation, including with respect to product quality and safety, cybersecurity and ~~privacy,~~privacy; and our ability to capture and protect intellectual property rights, and various other factors that are described in our periodic reports filed with or furnished to the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or ~~otherwise.~~otherwise, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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

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Non-GAAP Disclosures

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

We believe the net debt to net capitalization ratio and free cash flow are important measures of liquidity. Net debt to net capitalization is helpful in evaluating our capital structure and the amount of leverage we employ. Free cash flow and free cash flow ratios provide both management and investors a measurement of cash generated from operations that is available to fund acquisitions, pay dividends, repay debt and repurchase our common stock. Free cash flow as a percentage of revenue equals free cash flow divided by revenue. Free cash flow as a percentage of net earnings equals free cash flow divided by net earnings. We believe that reporting adjusted working capital provides a meaningful measure of liquidity by showing changes caused by operational results. We believe that reporting organic revenue growth, which excludes the impact of foreign currency exchange rates and the impact of acquisitions and divestitures, provides a useful comparison of our revenue performance and trends between periods.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no significant change in our exposure to market risk during the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023. For a discussion of our exposure to market risk, refer to Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," contained in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021.~~2022.

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Item 4. Controls and Procedures

At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of ~~June 30, 2022.~~March 31, 2023.

During the ~~second~~first quarter of ~~2022,~~2023, there were no changes in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

See Note 1312 — Commitments and Contingent Liabilities in the ~~Condensed Consolidated Financial Statements~~condensed consolidated financial statements in Item 1 of this Form 10-Q.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

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

a.Not applicable.

b.Not applicable.

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

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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. ~~The Company repurchased 641,428 shares~~No share repurchases were made under the November 2020 authorization during the three months ended ~~June 30, 2022.~~March 31, 2023. As of ~~June 30, 2022,~~March 31, 2023, the number of shares still available for repurchase under the November 2020 share repurchase authorization was ~~19,175,621.~~15,283,326.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

Not applicable.

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Item 6. Exhibits


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

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

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

101			The following materials from Dover Corporation’s Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2022~~March 31, 2023 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Earnings, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.

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

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Signatures

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


		DOVER CORPORATION

Date:	~~July 21, 2022~~April 26, 2023	/s/ Brad M. Cerepak
		Brad M. Cerepak
		Senior Vice President & Chief Financial Officer
		(Principal Financial Officer)

Date:	~~July 21, 2022~~April 26, 2023	/s/ Ryan W. Paulson
		Ryan W. Paulson
		Vice President, Controller
		(Principal Accounting Officer)

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	Amount allocated		Useful life (in years)
Goodwill - 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


	Three Months Ended June 30,								Six Months Ended June 30,
	U.S. Plan				Non-U.S. Plans				U.S. Plan				Non-U.S. Plans
	2022		2021		2022		2021		2022		2021		2022		2021
Service cost	$	1,426	$	1,784	$	1,173	$	1,397	$	2,852	$	3,567	$	2,394	$	2,839
Interest cost	3,437		3,401		846		695		6,873		6,803		1,730		1,363
Expected return on plan assets	(7,276)		(7,245)		(1,815)		(1,820)		(14,552)		(14,490)		(3,706)		(3,619)
Amortization:
Prior service cost (credit)	28		53		(130)		(162)		55		106		(264)		(330)
Recognized actuarial loss	575		2,503		436		989		1,150		5,006		894		1,989



Net periodic (income) expense	$	(1,810)	$	496	$	510	$	1,099	$	(3,622)	$	992	$	1,048	$	2,242


	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


	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


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