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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, 2024
or
☐ 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
Image1.jpg
(Exact name of registrant as specified in its charter)
Delaware53-0257888
(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 classTrading Symbol(s)Name of each exchange on which registered
Common StockDOVNew York Stock Exchange
1.250% Notes due 2026DOV 26New York Stock Exchange
0.750% Notes due 2027DOV 27New 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 19, 2024 was 137,457,619.


Dover Corporation
Form 10-Q
Table of Contents
Page
 
 
 
 
  
 



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,
 2024202320242023
Revenue$2,178,262 $2,100,086 $4,272,203 $4,179,109 
Cost of goods and services1,356,695 1,341,250 2,693,381 2,673,254 
Gross profit821,567 758,836 1,578,822 1,505,855 
Selling, general and administrative expenses452,193 434,340 915,317 866,754 
Operating earnings369,374 324,496 663,505 639,101 
Interest expense32,374 33,804 68,739 68,018 
Interest income(4,080)(2,653)(8,837)(4,744)
Loss (gain) on disposition663 — (529,280)— 
Other income, net(12,872)(6,678)(19,288)(10,486)
Earnings before provision for income taxes353,289 300,023 1,152,171 586,313 
Provision for income taxes71,467 57,784 238,128 115,500 
Net earnings$281,822 $242,239 $914,043 $470,813 
Net earnings per share:
Basic$2.05 $1.73 $6.61 $3.37 
Diluted$2.04 $1.72 $6.57 $3.35 
Weighted average shares outstanding:
Basic137,443 139,862 138,247 139,810 
Diluted138,404 140,578 139,136 140,597 
 

See Notes to Condensed Consolidated Financial Statements


1

DOVER CORPORATION 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousands)
(Unaudited)

 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
Net earnings$281,822 $242,239 $914,043 $470,813 
Other comprehensive (loss) earnings, net of tax
Foreign currency translation adjustments:
Foreign currency translation (loss) gain
(12,603)21,335 (41,945)37,907 
Reclassification of foreign currency translation losses to earnings— — 13,931 — 
Total foreign currency translation adjustments (net of $(3,074), $3,166, $(7,460) and $7,216 tax (provision) benefit, respectively)
(12,603)21,335 (28,014)37,907 
Pension and other post-retirement benefit plans:
Amortization of actuarial gain included in net periodic pension cost
(369)(528)(736)(1,062)
Amortization of prior service (credits) costs included in net periodic pension cost
(153)255 (312)519 
Total pension and other post-retirement benefit plans (net of $138, $83, $277 and $165 tax benefit, respectively)
(522)(273)(1,048)(543)
Changes in fair value of cash flow hedges:
Unrealized net gain (loss) arising during period
988 (268)861 (341)
Net (gain) loss reclassified into earnings
(231)852 (704)1,698 
Total cash flow hedges (net of $(223), $(167), $(46) and $(387) tax benefit (provision), respectively)
757 584 157 1,357 
Other comprehensive (loss) earnings, net of tax
(12,368)21,646 (28,905)38,721 
Comprehensive earnings$269,454 $263,885 $885,138 $509,534 

See Notes to Condensed Consolidated Financial Statements
2

DOVER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

 June 30, 2024December 31, 2023
ASSETS
Current assets:  
Cash and cash equivalents$328,752 $398,561 
Receivables, net1,559,915 1,432,040 
Inventories, net1,238,806 1,225,452 
Prepaid and other current assets138,496 141,538 
Assets held for sale— 192,644 
Total current assets3,265,969 3,390,235 
Property, plant and equipment, net1,025,444 1,031,816 
Goodwill4,950,930 4,881,687 
Intangible assets, net1,481,891 1,483,913 
Other assets and deferred charges567,526 560,862 
Total assets$11,291,760 $11,348,513 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:  
Short-term borrowings$210,471 $468,282 
Accounts payable974,317 958,542 
Accrued compensation and employee benefits230,648 272,507 
Deferred revenue230,426 211,292 
Accrued insurance91,770 86,174 
Other accrued expenses324,336 315,527 
Federal and other income taxes72,191 36,878 
Liabilities held for sale— 64,568 
Total current liabilities2,134,159 2,413,770 
Long-term debt2,960,914 2,991,759 
Deferred income taxes334,806 346,383 
Non-current income tax payable6,158 28,024 
Other liabilities492,100 461,972 
Stockholders' equity:  
Total stockholders' equity5,363,623 5,106,605 
Total liabilities and stockholders' equity$11,291,760 $11,348,513 


See Notes to Condensed Consolidated Financial Statements














3

DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share data)
(Unaudited)

 
Common stock $1 par value
Additional paid-in capitalRetained earningsAccumulated other comprehensive lossTreasury stockTotal stockholders' equity
Balance at April 1, 2024$259,943 $817,839 $11,556,408 $(254,403)$(7,226,935)$5,152,852 
Net earnings— — 281,822 — — 281,822 
Dividends paid ($0.510 per share)
— — (70,207)— — (70,207)
Common stock issued for the exercise of share-based awards28 1,976 — — — 2,004 
Stock-based compensation expense— 9,520 — — — 9,520 
Other comprehensive loss, net of tax
— — — (12,368)— (12,368)
Balance at June 30, 2024$259,971 $829,335 $11,768,023 $(266,771)$(7,226,935)$5,363,623 

 
Common stock $1 par value
Additional paid-in capitalRetained earnings
Accumulated other comprehensive earnings (loss)
Treasury stockTotal stockholders' equity
Balance at April 1, 2023$259,794 $866,705 $10,380,895 $(249,148)$(6,797,685)$4,460,561 
Net earnings— — 242,239 — — 242,239 
Dividends paid ($0.505 per share)
— — (70,701)— — (70,701)
Common stock issued for the exercise of share-based awards24 1,895 — — — 1,919 
Stock-based compensation expense— 6,441 — — — 6,441 
Other comprehensive earnings, net of tax
— — — 21,646 — 21,646 
Balance at June 30, 2023$259,818 $875,041 $10,552,433 $(227,502)$(6,797,685)$4,662,105 




See Notes to Condensed Consolidated Financial Statements















4

DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share data)
(Unaudited)
 
Common stock $1 par value
Additional paid-in capitalRetained earningsAccumulated other comprehensive lossTreasury stockTotal stockholders' equity
Balance at January 1, 2024$259,842 $886,690 $10,995,624 $(237,866)$(6,797,685)$5,106,605 
Net earnings— — 914,043 — — 914,043 
Dividends paid ($1.02 per share)
— — (141,644)— — (141,644)
Common stock issued for the exercise of share-based awards129 (7,034)— — — (6,905)
Stock-based compensation expense— 24,679 — — — 24,679 
Common stock acquired, including accelerated share repurchase program and excise tax
— (75,000)— — (429,250)(504,250)
Other comprehensive loss, net of tax
— — — (28,905)— (28,905)
Balance at June 30, 2024$259,971 $829,335 $11,768,023 $(266,771)$(7,226,935)$5,363,623 

 
Common stock $1 par value
Additional paid-in capitalRetained earnings
Accumulated other comprehensive earnings (loss)
Treasury stockTotal stockholders' equity
Balance at January 1, 2023$259,644 $867,560 $10,223,070 $(266,223)$(6,797,685)$4,286,366 
Net earnings— — 470,813 — — 470,813 
Dividends paid ($1.01 per share)
— — (141,474)— — (141,474)
Common stock issued for the exercise of share-based awards174 (11,242)— — — (11,068)
Stock-based compensation expense— 18,723 — — — 18,723 
Other comprehensive earnings, net of tax
— — — 38,721 — 38,721 
Other, net— — 24 — — 24 
Balance at June 30, 2023$259,818 $875,041 $10,552,433 $(227,502)$(6,797,685)$4,662,105 



See Notes to Condensed Consolidated Financial Statements




5

DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 Six Months Ended June 30,
 20242023
Operating Activities:  
Net earnings$914,043 $470,813 
Adjustments to reconcile net earnings to cash provided by operating activities:
Depreciation and amortization170,378 156,687 
Stock-based compensation expense24,679 18,723 
Gain on disposition
(529,280)— 
Other, net42,884 16,404 
Cash effect of changes in assets and liabilities:
Accounts receivable, net(140,882)(32,060)
Inventories(32,088)(15,957)
Prepaid expenses and other assets(20,518)(18,390)
Accounts payable33,696 (40,216)
Accrued compensation and employee benefits(54,504)(52,545)
Accrued expenses and other liabilities(11,939)(30,635)
Accrued and deferred taxes, net(26,214)(36,286)
Net cash provided by operating activities370,255 436,538 
Investing Activities:  
Additions to property, plant and equipment(85,347)(88,454)
Acquisitions, net of cash and cash equivalents acquired(144,872)— 
Proceeds from disposition, net of cash transferred
674,727 — 
Other13,508 2,444 
Net cash provided by (used in) investing activities
458,016 (86,010)
Financing Activities:  
Repurchase of common stock, including prepayment under accelerated share repurchase program
(500,000)— 
Change in commercial paper and other short-term borrowings, net(257,811)(289,597)
Dividends paid to stockholders(141,644)(141,474)
Payments to settle employee tax obligations on exercise of share-based awards(9,910)(11,068)
Other(2,074)(2,350)
Net cash used in financing activities
(911,439)(444,489)
Effect of exchange rate changes on cash and cash equivalents(3,941)(1,130)
Net decrease in cash and cash equivalents
(87,109)(95,091)
Cash and cash equivalents at beginning of period, including cash held for sale (1)
415,861 380,868 
Cash and cash equivalents at end of period
$328,752 $285,777 
(1) Cash held for sale as of December 31, 2023 and 2022 totaled $17,300 and $0, respectively.


See Notes to Condensed Consolidated Financial Statements
6
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

1. Basis of Presentation

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

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

2. Revenue

Revenue from Contracts with Customers

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

Disaggregation of Revenue
Revenue from contracts with customers is disaggregated by segment and geographic location, as they best depict the nature and amount of the Company’s revenue. See Note 16 — Segment Information for further details.

Performance Obligations

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

A majority of the Company's contracts have a single performance obligation which represents, in most cases, the equipment or product being sold to the customer. Some contracts include multiple performance obligations such as a product and the related installation, extended warranty, software and digital solutions, and/or maintenance services. For contracts with multiple performance obligations, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation.

7
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
At June 30, 2024, we estimated that $196,450 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 70.1% of the Company's unsatisfied (or partially unsatisfied) performance obligations as revenue through 2025, with the remaining balance to be recognized in 2026 and thereafter.

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

Contract Balances

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

The following table provides information about contract assets and contract liabilities from contracts with customers:
 June 30, 2024December 31, 2023December 31, 2022
Contract assets - current
$17,317 $19,561 $11,074 
Contract liabilities - current230,426 211,292 256,933 
Contract liabilities - non-current26,894 19,544 19,879 

The revenue recognized during the six months ended June 30, 2024 and 2023 that was included in contract liabilities at the beginning of the period amounted to $146,788 and $185,028, respectively.

3. Acquisitions

2024 Acquisitions

During the six months ended June 30, 2024, the Company acquired three businesses in separate transactions for total consideration of $174,300, net of cash acquired and inclusive of contingent consideration of $29,428 (a non-cash financing activity). These businesses were acquired to complement and expand upon existing operations within the Clean Energy & Fueling and Imaging & Identification segments. The goodwill recorded as a result of these acquisitions represents the economic benefits expected to be derived from product line expansions and operational synergies and is non-deductible for income tax purposes.

On January 17, 2024, the Company acquired 100% of the equity interests in the Transchem Group ("Transchem"), a supplier of car wash chemicals and associated solutions, for $48,241, net of cash acquired and inclusive of contingent consideration. The Transchem acquisition expands the Company's chemical product offerings in the Clean Energy & Fueling segment, specializing in wash performance and water reclaim technology that reduces water usage and lowers car wash operators' cost. In connection with this acquisition, the Company recorded goodwill of $24,439 and intangible assets of $26,308, primarily related to customer intangibles.

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

One other immaterial acquisition was completed during the six months ended June 30, 2024, within the Imaging & Identification segment. The acquisition is highly complementary to our existing track and trace solutions business, grows our presence in the European market and adds complementary offerings to our portfolio.

8
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The following presents the preliminary allocation of purchase price to the assets acquired and liabilities assumed, for all 2024 acquisitions, based on their estimated fair values at acquisition date:
Total
Current assets, net of cash acquired$16,437 
Property, plant and equipment1,823 
Goodwill98,689 
Intangible assets88,725 
Other assets and deferred charges5,559 
Current liabilities(9,264)
Non-current liabilities(27,669)
Net assets acquired$174,300 

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

Amount allocatedUseful life
(in years)
Goodwill - non-deductible$98,689 na
Customer intangibles70,698 
11 - 13
Unpatented technology14,141 
6 - 8
Trademarks3,886 
15
$187,414 

2023 Acquisitions

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

4. Dispositions

2024 Dispositions

On March 31, 2024, the Company completed the sale of the De-Sta-Co business, an operating company within the Engineered Products segment, for total consideration, net of cash transferred, of $674,727. Of the total consideration, $63,000 was received upon finalization of closing activities in India and China, which occurred during the second quarter. This sale resulted in a preliminary pre-tax gain on disposition of $529,280 ($414,451 after-tax) included within the condensed consolidated statements of earnings for the six months ended June 30, 2024. The total consideration and pre-tax gain on disposition are preliminary and subject to standard post-closing adjustments. The sale did not meet the criteria to be classified as a discontinued operation, as it did not represent a strategic shift that will have a major effect on operations and financial results.

2023 Dispositions

There were no dispositions during the six months ended June 30, 2023.


5. Inventories, net
 June 30, 2024December 31, 2023
Raw materials$707,877 $696,220 
Work in progress241,636 223,655 
Finished goods421,387 425,561 
Subtotal1,370,900 1,345,436 
Less reserves(132,094)(119,984)
Total$1,238,806 $1,225,452 

9
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
6. Property, Plant and Equipment, net
 June 30, 2024December 31, 2023
Land$65,293 $66,443 
Buildings and improvements655,701 640,654 
Machinery, equipment and other1,978,458 1,944,470 
Property, plant and equipment, gross2,699,452 2,651,567 
Accumulated depreciation(1,674,008)(1,619,751)
Property, plant and equipment, net$1,025,444 $1,031,816 

Depreciation expense totaled $40,123 and $39,840 for the three months ended June 30, 2024 and 2023, respectively. For the six months ended June 30, 2024 and 2023, depreciation expense totaled $79,527 and $77,370, respectively.

7. Credit Losses

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

The following table provides a rollforward of the allowance for credit losses deducted from accounts receivable that represent the net amount expected to be collected.
20242023
Balance at January 1$31,512 $39,399 
Provision for expected credit losses, net of recoveries3,939 433 
Amounts written off charged against the allowance(3,025)(1,371)
Other, including foreign currency translation(859)(9)
Balance at June 30$31,567 $38,452 

8. Goodwill and Other Intangible Assets

The changes in the carrying value of goodwill by reportable operating segments were as follows:
 Engineered ProductsClean Energy & FuelingImaging & IdentificationPumps & Process SolutionsClimate & Sustainability TechnologiesTotal
Balance at January 1, 2024$659,381 $1,409,302 $1,092,960 $1,208,571 $511,473 $4,881,687 
Acquisitions— 98,689 — — — 98,689 
Measurement period adjustments— — — 227 371 598 
Foreign currency translation(3,380)(10,058)(10,313)(5,687)(606)(30,044)
Balance at June 30, 2024$656,001 $1,497,933 $1,082,647 $1,203,111 $511,238 $4,950,930 

During the six months ended June 30, 2024, the Company recognized additions of $98,689 to goodwill as a result of the acquisitions discussed in Note 3 — Acquisitions, and disposed of $58,663 of goodwill that was previously classified as held for sale as of December 31, 2023. See Note 4 — Dispositions for further details.

10
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, 2024December 31, 2023
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying Amount
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying Amount
Amortized intangible assets:
Customer intangibles$2,194,915 $1,146,736 $1,048,179 $2,138,788 $1,094,053 $1,044,735 
Trademarks276,587 154,361 122,226 274,711 147,212 127,499 
Patents205,485 145,638 59,847 206,871 142,719 64,152 
Unpatented technologies289,336 169,042 120,294 277,198 159,148 118,050 
Distributor relationships81,072 65,101 15,971 82,031 63,343 18,688 
Other30,256 11,445 18,811 24,211 10,053 14,158 
Total3,077,651 1,692,323 1,385,328 3,003,810 1,616,528 1,387,282 
Unamortized intangible assets:
Trademarks96,563 — 96,563 96,631 — 96,631 
Total intangible assets, net$3,174,214 $1,692,323 $1,481,891 $3,100,441 $1,616,528 $1,483,913 

For the three months ended June 30, 2024 and 2023, amortization expense was $45,546 and $38,951, respectively. For the six months ended June 30, 2024 and 2023, amortization expense was $90,851 and $79,317, respectively. Amortization expense is primarily comprised of acquisition-related intangible amortization.

During the six months ended June 30, 2024, the Company acquired $88,725 of intangible assets through acquisitions. These assets were classified as customer intangibles, unpatented technologies and trademarks and included in the Clean Energy & Fueling segment. See Note 3 — Acquisitions for further details.

9. Restructuring Activities

The Company's restructuring charges by segment were as follows:
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
Engineered Products$1,486 $3,938 $1,978 $4,477 
Clean Energy & Fueling1,925 5,847 6,890 15,991 
Imaging & Identification2,081 865 2,841 1,204 
Pumps & Process Solutions1,614 3,303 2,965 4,629 
Climate & Sustainability Technologies1,953 1,205 13,023 1,447 
Corporate78 1,241 95 1,127 
Total$9,137 $16,399 $27,792 $28,875 
These amounts are classified in the condensed consolidated statements of earnings as follows:
Cost of goods and services$5,217 $5,682 $19,140 $9,155 
Selling, general and administrative expenses3,920 10,717 8,652 19,720 
Total$9,137 $16,399 $27,792 $28,875 

The restructuring expenses of $9,137 incurred during the three months ended June 30, 2024 were primarily related to exit costs and headcount reductions across all segments. The restructuring expenses of $27,792 incurred during the six months ended June 30, 2024 were primarily related to product line exit costs and headcount reductions in the Climate & Sustainability Technologies and Clean Energy & Fueling segments. These restructuring programs were initiated in 2023 and 2024 and the Company will continue to make proactive adjustments to its cost structure to align with current demand trends.

11
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The Company’s severance and exit accrual activities were as follows:
 SeveranceExitTotal
Balance at January 1, 2024$18,646 $3,113 $21,759 
Restructuring charges8,268 19,524 (1)27,792 
Payments(14,392)(4,655)(19,047)
Other, including foreign currency translation(314)(14,282)(1)(14,596)
Balance at June 30, 2024$12,208 $3,700 $15,908 
(1) Exit reserves activity includes non-cash asset charges related to a product line exit within the Climate & Sustainability Technologies segment.

10. Borrowings

Borrowings consist of the following:
 June 30, 2024December 31, 2023
Short-term
Commercial paper$209,800 $467,600 
Other671 682 
Short-term borrowings$210,471 $468,282 

During the six months ended June 30, 2024, commercial paper borrowings decreased $257,800. The borrowings outstanding under the commercial paper program had a weighted average annual interest rate of 5.45% and 5.51% as of June 30, 2024 and December 31, 2023.

 
Carrying amount (1)
PrincipalJune 30, 2024December 31, 2023
Long-term
3.15% 10-year notes due November 15, 2025
$400,000 $399,074 $398,737 
1.25% 10-year notes due November 9, 2026 (euro-denominated)
€600,000 640,321 657,628 
0.750% 8-year notes due November 4, 2027 (euro-denominated)
€500,000 532,893 547,342 
6.65% 30-year debentures due June 1, 2028
$200,000 199,607 199,557 
2.950% 10-year notes due November 4, 2029
$300,000 297,976 297,787 
5.375% 30-year debentures due October 15, 2035
$300,000 297,183 297,058 
6.60% 30-year notes due March 15, 2038
$250,000 248,449 248,392 
5.375% 30-year notes due March 1, 2041
$350,000 345,396 345,258 
Other15 — 
Total long-term debt$2,960,914 $2,991,759 
(1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discounts were $9.9 million and $10.9 million as of June 30, 2024 and December 31, 2023, respectively. Total deferred debt issuance costs were $8.0 million and $8.9 million as of June 30, 2024 and December 31, 2023, respectively.

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

12
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
On April 6, 2023, the Company entered into a $1.0 billion five-year unsecured revolving credit facility and on April 4, 2024, the Company entered into a new $500.0 million 364-day unsecured revolving credit facility (together, the "Credit Agreements") with a syndicate of banks. The new 364-day credit facility replaced the existing $500.0 million 364-day credit facility, which expired on April 4, 2024. The lenders' commitments under the five-year and 364-day Credit Agreements will terminate and any outstanding loans under the Credit Agreements will mature on April 6, 2028 and April 3, 2025, respectively. The Company may elect to extend the maturity date of any loans under the new 364-day credit facility until April 3, 2026, subject to conditions specified therein. The Credit Agreements are designated as a liquidity back-stop for the Company's commercial paper program and also are available for general corporate purposes. At the Company's election, loans under the Credit Agreements will bear interest at a base rate plus an applicable margin. The Credit Agreements require the Company to pay facility fees and impose various restrictions on the Company such as, among other things, a requirement to maintain a minimum interest coverage ratio of consolidated EBITDA to consolidated net interest expense of not less than 3.0 to 1. As of June 30, 2024 and December 31, 2023, there were no outstanding borrowings under the five-year, current or previous 364-day credit facilities.

The Company was in compliance with all covenants in the Credit Agreements and other long-term debt covenants at June 30, 2024 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of 20.1 to 1.

Letters of Credit and other Guarantees

As of June 30, 2024, the Company had approximately $155.0 million outstanding in letters of credit, surety bonds, and performance and other guarantees which primarily expire on various dates through 2035. These letters of credit and bonds are primarily issued as security for insurance, warranty and other performance obligations. In general, we would only be liable for the amount of these guarantees in the event of default in the performance of our obligations, the probability of which is believed to be remote.

11. Financial Instruments

Derivatives

The Company is exposed to market risk for changes in foreign currency exchange rates due to the global nature of its operations and certain commodity risks. In order to manage these risks, the Company has hedged portions of its forecasted sales and purchases which occur within the next twelve months that are denominated in non-functional currencies, with currency forward contracts designated as cash flow hedges. At June 30, 2024 and December 31, 2023, the Company had contracts with total notional amounts of $150,711 and $171,425, respectively, to exchange currencies, principally euro, pound sterling, Swedish krona, Canadian dollar, Chinese yuan, and Swiss franc. The Company believes it is probable that all forecasted cash flow transactions will occur.

In addition, the Company had outstanding contracts with a total notional amount of $95,960 and $84,867 as of June 30, 2024 and December 31, 2023, respectively, that are not designated as hedging instruments. These instruments are used to reduce the Company's exposure for operating receivables and payables that are denominated in non-functional currencies. Gains and losses on these contracts are recorded in other income, net in the condensed consolidated statements of earnings.

The following table sets forth the fair values of derivative instruments held by the Company as of June 30, 2024 and December 31, 2023 and the balance sheet lines in which they are recorded:
Fair Value Asset (Liability)
June 30, 2024December 31, 2023Balance Sheet Caption
Foreign currency forward$1,542 $1,675 Prepaid and other current assets
Foreign currency forward(596)(874)Other accrued expenses

13
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
For a cash flow hedge, the change in estimated fair value of a hedging instrument is recorded in accumulated other comprehensive earnings (loss), net of tax as a separate component of the condensed consolidated statements of stockholders' equity and is reclassified into revenues or cost of goods and services in the condensed consolidated statements of earnings during the period in which the hedged transaction is settled. The amount of gains or losses from hedging activity recorded in earnings is not significant, and the amount of unrealized gains and losses from cash flow hedges that are expected to be reclassified to earnings in the next twelve months is not significant; therefore, additional tabular disclosures are not presented. There are no amounts excluded from the assessment of hedge effectiveness, and the Company's derivative instruments that are subject to credit risk contingent features were not significant.

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

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

Amounts recognized in other comprehensive earnings for the gains (losses) on net investment hedges were as follows:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Gain (loss) on euro-denominated debt
$13,781 $(14,264)$32,755 $(32,511)
Tax (expense) benefit
(3,074)3,166 (7,460)7,216 
Net gain (loss) on net investment hedges, net of tax
$10,707 $(11,098)$25,295 $(25,295)

Fair Value Measurements

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

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

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

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

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023:
June 30, 2024December 31, 2023
Level 2Level 2
Assets:
Foreign currency cash flow hedges$1,542 $1,675 
Liabilities:
Foreign currency cash flow hedges596 874 

14
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The derivative contracts are measured at fair value using models based on observable market inputs such as foreign currency exchange rates and interest rates; therefore, they are classified within Level 2 of the fair value hierarchy.

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

The estimated fair value of long-term debt at June 30, 2024 and December 31, 2023, was $2,881,127 and $2,950,401, respectively. The estimated fair value of long-term debt is based on quoted market prices for similar instruments and is, therefore, classified as Level 2 within the fair value hierarchy.

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

12. Income Taxes

The effective tax rates for the three months ended June 30, 2024 and 2023 were 20.2% and 19.3%, respectively. The increase in the effective tax rate for the three months ended June 30, 2024 relative to the prior year comparable period was primarily driven by favorable audit resolutions in the prior year.

The effective tax rates for the six months ended June 30, 2024 and 2023 were 20.7% and 19.7%, respectively. The 20.7% in the effective tax rate for the six months ended June 30, 2024 relative to the prior year comparable period was primarily driven by the gain on the sale of De-Sta-Co.

Dover and its subsidiaries file tax returns in the U.S., including various state and local returns, and in other foreign jurisdictions. We believe adequate provision has been made for all income tax uncertainties. The Company is routinely audited by taxing authorities in its filing jurisdictions, and a number of these audits are currently underway. The Company believes that within the next twelve months uncertain tax positions may be resolved and statutes of limitations will expire, which could result in a decrease in the gross amount of unrecognized tax benefits of approximately $0 to $4,438.

13. Equity Incentive Program

The Company typically makes its annual grants of equity awards pursuant to actions taken by the Compensation Committee of the Board of Directors at its regularly scheduled first quarter meeting. During the six months ended June 30, 2024, the Company issued stock-settled appreciation rights ("SARs") covering 352,460 shares, performance share awards ("PSAs") of 42,876 and restricted stock units ("RSUs") of 81,883. During the six months ended June 30, 2023, the Company issued SARs covering 359,715 shares, PSAs of 43,656 and RSUs of 82,055.

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

The assumptions used in determining the fair value of the SARs awarded during the respective periods were as follows:
SARs
 20242023
Risk-free interest rate4.13 %3.91 %
Dividend yield1.28 %1.32 %
Expected life (years)5.55.4
Volatility31.32 %30.65 %
Grant price
$160.11$153.25
Fair value per share at date of grant
$51.17$47.27

15
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The PSAs granted in 2024 vest based on the attainment of two equally weighted measures: (i) Dover’s performance relative to established internal metrics (performance condition) and (ii) Dover's performance relative to its peer group (companies listed under the S&P 500 Industrials sector; market condition).

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

The grant date fair value of the 2024 market condition portion, and all 2023 PSAs, is determined using the Monte Carlo simulation model. The amount of expense recognized over the vesting period is not subject to change based on future market conditions. The assumptions used in the Monte Carlo model to determine the fair value of the PSAs granted in the respective periods were as follows:
PSAs
20242023
Risk-free interest rate4.37 %4.28 %
Dividend yield1.15 %1.32 %
Expected life (years)2.82.9
Volatility23.30 %27.30 %
Grant price$177.19$153.25
Fair value per share at date of grant$287.62$249.48

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

The Company also has granted RSUs, and the fair value of these awards was determined using Dover's closing stock price on the date of grant, which was $160.11 and $153.25 for RSUs granted in 2024 and 2023, respectively.

Stock-based compensation is reported within selling, general and administrative expenses in the condensed consolidated statements of earnings. The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans:
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
Pre-tax stock-based compensation expense$9,520 $6,441 $24,679 $18,723 
Tax benefit(852)(587)(2,520)(1,951)
Total stock-based compensation expense, net of tax$8,668 $5,854 $22,159 $16,772 
    
14. Commitments and Contingent Liabilities

Litigation

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

The Company and some of its subsidiaries are also parties to a number of other legal proceedings incidental to their businesses. These proceedings primarily involve claims by private parties alleging injury arising out of use of the Company’s products, patent infringement, employment matters and commercial disputes. Management and legal counsel, at least quarterly, review 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
16
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
matters that are probable and estimable, and at June 30, 2024 and December 31, 2023, these estimated liabilities were immaterial. While it is not possible at this time to predict the outcome of these legal actions, in the opinion of management, based on the aforementioned reviews, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, could have a material effect on its financial position, results of operations, or cash flows.

Warranty Accruals

Estimated warranty program claims are provided for at the time of sale of the Company's products. Amounts provided for are based on historical costs and adjusted for new claims and are included within other accrued expenses and other liabilities in the condensed consolidated balance sheets. The changes in the carrying amount of product warranties through June 30, 2024 and 2023, were as follows:
 20242023
Balance at January 1$50,864 $48,449 
Provision for warranties36,901 32,483 
Settlements made(34,497)(30,812)
Other adjustments, including acquisitions and currency translation(1,254)438 
Balance at June 30$52,014 $50,558 

15. Other Comprehensive Earnings

Amounts reclassified from accumulated other comprehensive earnings (loss) to earnings during the three and six months ended June 30, 2024 and 2023 were as follows:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Foreign currency translation:
Reclassification of foreign currency translation losses to earnings
$— $— $13,931 $— 
Tax benefit— — — — 
Net of tax$— $— $13,931 $— 
Pension plans:
Amortization of actuarial gain
$(476)$(639)$(950)$(1,280)
Amortization of prior service (credits) costs
(184)283 (375)572 
Total before tax(660)(356)(1,325)(708)
Tax provision
138 83 277 165 
Net of tax$(522)$(273)$(1,048)$(543)
Cash flow hedges:
Net (gain) loss reclassified into earnings
$(285)$1,045 $(878)$2,118 
Tax provision (benefit)
54 (193)174 (420)
Net of tax$(231)$852 $(704)$1,698 

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

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

17
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
16. Segment Information

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

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

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

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

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

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

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


18
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,
 2024202320242023
Revenue:  
Engineered Products$514,837 $473,687 $1,057,977 $971,236 
Clean Energy & Fueling463,014 441,166 908,067 871,895 
Imaging & Identification287,593 271,932 564,399 555,023 
Pumps & Process Solutions477,239 465,626 942,968 879,507 
Climate & Sustainability Technologies436,706 449,001 800,998 904,326 
Intersegment eliminations(1,127)(1,326)(2,206)(2,878)
Total consolidated revenue$2,178,262 $2,100,086 $4,272,203 $4,179,109 
Net earnings: 
Segment earnings:
  
Engineered Products$101,247 $73,076 $205,216 $157,351 
Clean Energy & Fueling87,536 83,616 157,211 157,221 
Imaging & Identification75,786 61,336 145,745 129,651 
Pumps & Process Solutions137,217 129,337 255,954 244,581 
Climate & Sustainability Technologies79,127 76,074 129,886 149,852 
Total segment earnings480,913 423,439 894,012 838,656 
Purchase accounting expenses (1)
45,697 40,200 91,248 82,879 
Restructuring and other costs (2)
11,590 18,143 36,274 32,196 
Loss (gain) on disposition (3)
663 — (529,280)— 
Corporate expense / other (4)
41,380 33,922 83,697 73,994 
Interest expense32,374 33,804 68,739 68,018 
Interest income(4,080)(2,653)(8,837)(4,744)
Earnings before provision for income taxes353,289 300,023 1,152,171 586,313 
Provision for income taxes71,467 57,784 238,128 115,500 
Net earnings$281,822 $242,239 $914,043 $470,813