10-Q 1 dov-20240930.htm 10-Q dov-20240930
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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 September 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 October 18, 2024 was 137,191,966.


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 September 30,Nine Months Ended September 30,
 2024202320242023
Revenue$1,983,542 $1,958,428 $5,816,043 $5,779,664 
Cost of goods and services1,220,355 1,219,047 3,603,146 3,631,023 
Gross profit763,187 739,381 2,212,897 2,148,641 
Selling, general and administrative expenses429,570 402,838 1,301,606 1,234,223 
Operating earnings333,617 336,543 911,291 914,418 
Interest expense34,128 32,390 102,867 100,407 
Interest income(5,176)(3,808)(14,013)(8,552)
Gain on dispositions
(68,633)— (597,913)— 
Other income, net(13,032)(10,274)(33,016)(20,758)
Earnings before provision for income taxes386,330 318,235 1,453,366 843,321 
Provision for income taxes73,434 56,252 291,781 157,636 
Earnings from continuing operations
312,896 261,983 1,161,585 685,685 
Earnings from discontinued operations, net
34,204 27,770 99,558 74,881 
Net earnings$347,100 $289,753 $1,261,143 $760,566 
Earnings per share from continuing operations:
Basic$2.28 $1.87 $8.42 $4.90 
Diluted$2.26 $1.86 $8.37 $4.88 
Earnings per share from discontinued operations:
Basic$0.25 $0.20 $0.72 $0.54 
Diluted$0.25 $0.20 $0.72 $0.53 
Net earnings per share:
Basic$2.53 $2.07 $9.14 $5.44 
Diluted$2.51 $2.06 $9.08 $5.41 
Weighted average shares outstanding:
Basic137,251 139,878 137,913 139,833 
Diluted138,223 140,615 138,830 140,603 
 

See Notes to Condensed Consolidated Financial Statements


1

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

 Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Net earnings$347,100 $289,753 $1,261,143 $760,566 
Other comprehensive earnings (loss), net of tax
Foreign currency translation adjustments:
Foreign currency translation gain (loss)
55,121 (54,114)13,176 (16,207)
Reclassification of foreign currency translation losses to earnings— — 13,931 — 
Total foreign currency translation adjustments (net of $10,468, $(7,274), $3,008 and $(58) tax benefit (provision), respectively)
55,121 (54,114)27,107 (16,207)
Pension and other post-retirement benefit plans:
Amortization of actuarial gain included in net periodic pension cost
(363)(516)(1,099)(1,578)
Amortization of prior service (credits) costs included in net periodic pension cost
(160)245 (472)764 
Total pension and other post-retirement benefit plans (net of $138, $82, $415 and $247 tax benefit, respectively)
(523)(271)(1,571)(814)
Changes in fair value of cash flow hedges:
Unrealized net (loss) gain arising during period
(1,107)587 (246)246 
Net loss (gain) reclassified into earnings
39 369 (665)2,067 
Total cash flow hedges (net of $315, $(273), $269 and $(660) tax benefit (provision), respectively)
(1,068)956 (911)2,313 
Other comprehensive earnings (loss), net of tax
53,530 (53,429)24,625 (14,708)
Comprehensive earnings$400,630 $236,324 $1,285,768 $745,858 


See Notes to Condensed Consolidated Financial Statements
2

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

 September 30, 2024December 31, 2023
ASSETS
Current assets:  
Cash and cash equivalents$386,766 $398,561 
Receivables, net1,428,961 1,321,107 
Inventories, net1,214,268 1,144,089 
Prepaid and other current assets132,745 139,348 
Assets held for sale - current583,161 387,130 
Total current assets3,745,901 3,390,235 
Property, plant and equipment, net995,766 978,472 
Goodwill4,974,447 4,637,564 
Intangible assets, net1,645,379 1,445,204 
Other assets and deferred charges551,479 555,084 
Assets held for sale - non-current— 341,954 
Total assets$11,912,972 $11,348,513 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:  
Short-term borrowings$379,295 $468,282 
Accounts payable865,188 854,465 
Accrued compensation and employee benefits250,017 258,786 
Deferred revenue185,055 194,798 
Accrued insurance92,543 86,085 
Other accrued expenses334,617 296,895 
Federal and other income taxes62,000 36,878 
Liabilities held for sale - current218,488 217,581 
Total current liabilities2,387,203 2,413,770 
Long-term debt3,007,820 2,991,759 
Deferred income taxes353,609 346,383 
Non-current income tax payable6,158 28,024 
Other liabilities460,183 426,914 
Liabilities held for sale - non-current— 35,058 
Stockholders' equity:  
Total stockholders' equity5,697,999 5,106,605 
Total liabilities and stockholders' equity$11,912,972 $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 earnings
Accumulated other comprehensive earnings (loss)
Treasury stockTotal stockholders' equity
Balance at July 1, 2024$259,971 $829,335 $11,768,023 $(266,771)$(7,226,935)$5,363,623 
Net earnings— — 347,100 — — 347,100 
Dividends paid ($0.515 per share)
— — (70,723)— — (70,723)
Common stock issued for the exercise of share-based awards35 (3,856)— — — (3,821)
Stock-based compensation expense— 8,290 — — — 8,290 
Common stock acquired, including accelerated share repurchase program and excise tax
— 53,229 — — (53,229)— 
Other comprehensive earnings, net of tax
— — — 53,530 — 53,530 
Balance at September 30, 2024$260,006 $886,998 $12,044,400 $(213,241)$(7,280,164)$5,697,999 

 
Common stock $1 par value
Additional paid-in capitalRetained earnings
Accumulated other comprehensive loss
Treasury stockTotal stockholders' equity
Balance at July 1, 2023$259,818 $875,041 $10,552,433 $(227,502)$(6,797,685)$4,662,105 
Net earnings— — 289,753 — — 289,753 
Dividends paid ($0.51 per share)
— — (71,408)— — (71,408)
Common stock issued for the exercise of share-based awards17 (1,283)— — — (1,266)
Stock-based compensation expense— 6,745 — — — 6,745 
Other comprehensive loss, net of tax
— — — (53,429)— (53,429)
Balance at September 30, 2023$259,835 $880,503 $10,770,778 $(280,931)$(6,797,685)$4,832,500 




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 earnings
Accumulated other comprehensive earnings (loss)
Treasury 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— — 1,261,143 — — 1,261,143 
Dividends paid ($1.54 per share)
— — (212,367)— — (212,367)
Common stock issued for the exercise of share-based awards164 (10,890)— — — (10,726)
Stock-based compensation expense— 32,969 — — — 32,969 
Common stock acquired, including accelerated share repurchase program and excise tax
— (21,771)— — (482,479)(504,250)
Other comprehensive earnings, net of tax
— — — 24,625 — 24,625 
Balance at September 30, 2024$260,006 $886,998 $12,044,400 $(213,241)$(7,280,164)$5,697,999 

 
Common stock $1 par value
Additional paid-in capitalRetained earnings
Accumulated other comprehensive 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— — 760,566 — — 760,566 
Dividends paid ($1.52 per share)
— — (212,882)— — (212,882)
Common stock issued for the exercise of share-based awards191 (12,525)— — — (12,334)
Stock-based compensation expense— 25,468 — — — 25,468 
Other comprehensive loss, net of tax
— — — (14,708)— (14,708)
Other, net— — 24 — — 24 
Balance at September 30, 2023$259,835 $880,503 $10,770,778 $(280,931)$(6,797,685)$4,832,500 



See Notes to Condensed Consolidated Financial Statements




5

DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Nine Months Ended September 30,
 20242023
Operating Activities:  
Net earnings$1,261,143 $760,566 
Adjustments to reconcile net earnings to cash provided by operating activities:
Earnings from discontinued operations, net
(99,558)(74,881)
Depreciation and amortization251,179 227,519 
Stock-based compensation expense32,297 24,836 
Gain on dispositions
(597,913)— 
Other, net(36,033)(1,407)
Cash effect of changes in assets and liabilities:
Accounts receivable, net(5,960)(59,082)
Inventories(36,936)42,553 
Prepaid expenses and other assets(19,780)2,068 
Accounts payable(60,549)(82,364)
Accrued compensation and employee benefits(30,322)(40,718)
Accrued expenses and other liabilities31,174 (14,884)
Accrued and deferred taxes, net(39,861)(63,224)
Net cash provided by operating activities648,881 720,982 
Investing Activities:  
Additions to property, plant and equipment(113,626)(126,131)
Acquisitions, net of cash and cash equivalents acquired(602,654)(7,166)
Proceeds from dispositions, net of cash transferred
767,689 — 
Other11,710 2,225 
Net cash provided by (used in) investing activities63,119 (131,072)
Financing Activities:  
Repurchase of common stock, including accelerated share repurchase program
(500,000)— 
Change in commercial paper and other short-term borrowings, net(88,987)(528,816)
Dividends paid to stockholders(212,367)(212,882)
Payments to settle employee tax obligations on exercise of share-based awards(13,731)(12,334)
Other(3,360)(3,173)
Net cash used in financing activities(818,445)(757,205)
Cash Flows from Discontinued Operations:
  
Net cash provided by operating activities of discontinued operations108,284 99,281 
Net cash used in investing activities of discontinued operations(14,359)(5,451)
Net cash provided by discontinued operations
93,925 93,830 
Effect of exchange rate changes on cash and cash equivalents(6,575)(6,305)
Net decrease in cash and cash equivalents, including cash held for sale
(19,095)(79,770)
Cash and cash equivalents at beginning of period, including cash held for sale
415,861 380,868 
Cash and cash equivalents at end of period, including cash held for sale
$396,766 $301,098 
September 30, 2024December 31, 2023
Cash and cash equivalents$386,766 $398,561 
Cash and cash equivalents held for sale 10,000 17,300 
Cash and cash equivalents, including cash held for sale$396,766 $415,861 


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. Certain amounts in the prior year have been reclassified to conform to the current year presentation.

The Environmental Solutions Group ("ESG") business, an operating company within the Engineered Products segment, was held for sale and reported as discontinued operations as of September 30, 2024. Therefore, the Company has classified the results of operations as discontinued operations in the condensed consolidated statements of earnings and the condensed consolidated statements of cash flows and classified the assets and liabilities as held for sale in the condensed consolidated balance sheets for all periods presented. The discussion in the notes to these condensed consolidated financial statements, unless otherwise noted, relates solely to our continuing operations. See Note 4 — Discontinued and Disposed Operations for further details.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us 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 knowledge of current events and expectations about actions that the Company may undertake in the future, actual results may differ from those estimates. Our interim condensed consolidated financial statements are unaudited but 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
7
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
installation, extended warranty, software and digital solutions, and/or maintenance services. For contracts with multiple performance obligations, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation.

At September 30, 2024, we estimated that $180,209 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 65.7% of the Company's unsatisfied (or partially unsatisfied) performance obligations as revenue through 2025, 17.8% in 2026, with the remaining balance to be recognized in 2027 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:
 September 30, 2024December 31, 2023December 31, 2022
Contract assets - current
$12,852 $19,561 $11,074 
Contract liabilities - current185,055 194,798 241,595 
Contract liabilities - non-current15,449 7,098 6,417 

The revenue recognized during the nine months ended September 30, 2024 and 2023 that was included in contract liabilities at the beginning of the period amounted to $162,670 and $201,395, respectively.

8
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
3. Acquisitions

2024 Acquisitions

During the nine months ended September 30, 2024, the Company acquired seven businesses in separate transactions for total consideration of $636,390, net of cash acquired and inclusive of contingent consideration of $33,736 (a non-cash financing activity). These businesses were acquired to complement and expand upon existing operations within the Clean Energy & Fueling, Engineered Products 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 July 19, 2024, the Company acquired 100% of the equity interests in the Marshall Excelsior Company ("MEC"), a supplier of highly-engineered flow control components for transportation, storage, and use in liquified petroleum gas and other industrial gases, for $392,142, net of cash acquired. The MEC acquisition expands the Company's critical flow control capabilities in the Clean Energy & Fueling segment. In connection with this acquisition, the Company recorded goodwill of $183,878 and intangible assets of $194,100, primarily related to customer intangibles. The fair value for customer intangibles at the acquisition date was determined using the multi-period excess earnings method under the income approach. The fair value measurements of intangible assets are based on significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include discounted future cash flows, customer attrition rates and discount rates. The fair values of the assets acquired and liabilities assumed, and the related tax balances, are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the measurement period as the Company finalizes the valuations of the assets acquired and liabilities assumed, and the related tax balances.

The following presents the preliminary allocation of purchase price to the assets acquired and liabilities assumed, for the MEC 2024 acquisition, based on the estimated fair values at acquisition date:
Total
Current assets, net of cash acquired$58,637 
Property, plant and equipment10,300 
Goodwill183,878 
Intangible assets194,100 
Other assets and deferred charges5,602 
Current liabilities(17,896)
Non-current liabilities(42,479)
Net assets acquired$392,142 

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 $24,712 and intangible assets of $26,309, 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 $121,917, 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 $73,850 and intangible assets of $62,417, primarily related to customer intangibles.

On July 18, 2024, the Company acquired 100% of the equity interests in Demaco Holland B.V. ("Demaco"), a provider of critical flow control components for cryogenic applications used in a wide range of end markets, for $42,556, net of cash acquired and inclusive of contingent consideration. The acquisition of Demaco expands the Company's offering within the Clean Energy & Fueling segment. In connection with this acquisition, the Company recorded goodwill of $22,698 and intangible assets of $20,159, primarily related to customer intangibles.
9
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

On August 9, 2024, the Company acquired 100% of the equity interest in Criteria Labs, Inc. ("Criteria Labs"), a provider of radio frequency devices and microelectronic engineering solutions tailored for high-reliability applications, for $14,914, net of cash acquired and inclusive of contingent consideration. The acquisition of Criteria Labs expands the Company's offerings within the Engineered Products segment. In connection with this acquisition, the Company recorded goodwill of $7,622 and intangible assets of $7,900, primarily related to unpatented technologies.

On August 9, 2024, the Company acquired 100% of the equity interest in SPS Cryogenics B.V. and Special Gas Systems B.V ("SPS Cryogenics"), a designer, manufacturer, and supplier of vacuum-insulated piping systems for a wide variety of liquified gases, for $10,924, net of cash acquired. The acquisition of SPS Cryogenics expands the Company's presence in Europe with highly complementary offerings within the Clean Energy & Fueling segment. In connection with this acquisition, the Company recorded goodwill of $4,779 and intangible assets of $5,677, primarily related to customer intangibles.

One other immaterial acquisition was completed during the nine months ended September 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.

The following presents, for the six acquisitions other than MEC, the preliminary allocation of purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at acquisition date:
Total
Current assets, net of cash acquired$25,873 
Property, plant and equipment5,038 
Goodwill133,661 
Intangible assets126,358 
Other assets and deferred charges9,520 
Current liabilities(14,934)
Non-current liabilities(41,268)
Net assets acquired$244,248 

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$317,539 na
Customer intangibles273,625 
9 - 15
Unpatented technologies
29,021 
5 - 8
Trademarks17,812 
15
$637,997 

2023 Acquisitions

On August 28, 2023, the Company acquired 100% of the equity interests in the Arc Pacific group ("Arc Pacific"), a global supplier of can washers, dry-off, pin and internal bake ovens for the metal packaging industry, for $8,833, net of cash acquired and including contingent consideration. The Arc Pacific acquisition extends the Company's reach into can processing equipment production within the Climate & Sustainability Technologies segment. In connection with this acquisition, the Company recorded goodwill of $2,990 and intangible assets of $7,670, primarily related to customer intangibles. During the nine months ended September 30, 2024, the Company recorded measurement period adjustments resulting in an increase to goodwill of $371 and an increase in purchase price of $250.

10
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
4. Discontinued and Disposed Operations

Discontinued Operations

On July 21, 2024, the Company signed a definitive agreement to sell its ESG business, which is part of the Company’s Engineered Products segment, to Terex Corporation for total consideration, net of cash transferred, of $2.0 billion, subject to post-closing adjustments. The ESG business was classified as held for sale as of September 30, 2024, and qualifies for discontinued operations reporting because its disposal represents a strategic shift that will have a major effect on the Company's operations and financial results. As a result, the Company has classified the results of operations as discontinued operations in the condensed consolidated statements of earnings and the condensed consolidated statements of cash flows and classified the assets and liabilities as held for sale in the condensed consolidated balance sheets for all periods presented.

Summarized results of the Company's discontinued operations are as follows:
 Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Revenue$231,777 $194,840 $671,479 $552,713 
Cost of goods and services164,115 141,206 474,705 402,484 
Gross profit67,662 53,634 196,774 150,229 
Selling, general and administrative expenses24,318 17,407 67,599 52,776 
Operating earnings43,344 36,227 129,175 97,453 
Other (income) expense, net
(1)— 696 (1)
Earnings from discontinued operations before provision for income taxes
43,345 36,227 128,479 97,454 
Provision for income taxes
9,141 8,457 28,921 22,573 
Earnings from discontinued operations, net
$34,204 $27,770 $99,558 $74,881 

Assets and liabilities that were held for sale are summarized below:
 September 30, 2024December 31, 2023
Assets:
  
Cash and cash equivalents$10,000 $— 
Receivables, net138,531 110,933 
Inventories, net79,986 81,363 
Prepaid and other current assets2,156 2,190 
Property, plant and equipment, net69,301 53,344 
Goodwill244,123 244,123 
Intangible assets, net35,536 38,709 
Other assets and deferred charges3,528 5,778 
Total assets held for sale
$583,161 $536,440 
Liabilities:
Accounts payable$128,886 $104,077 
Other current liabilities
55,217 48,936 
Other non-current liabilities
34,385 35,058 
Total liabilities held for sale
$218,488 $188,071 

For the period ended September 30, 2024, all assets and liabilities held for sale are presented as current in the condensed consolidated balance sheets due to the timing of the transaction close. For the period ended December 31, 2023, current assets and liabilities held for sale of $194,486 and $153,013, respectively, and non-current assets and liabilities held for sale of $341,954 and $35,058, respectively, are presented in the condensed consolidated balance sheets.
11
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

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 $529,201 ($414,372 after-tax) included within the condensed consolidated statements of earnings for the nine months ended September 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 would have a major effect on operations and financial results.

De-Sta-Co met the criteria to be classified as held for sale beginning September 30, 2023. For the period ended December 31, 2023, current assets and liabilities held for sale of $192,644 and $64,568, respectively, are presented in the condensed consolidated balance sheets.

On September 30, 2024, a minority owned equity method investment held within the Climate & Sustainability Technologies segment was sold and the Company received its proportionate share of the proceeds amounting to $92,962. The sale resulted in a preliminary pre-tax gain of $68,712, subject to customary post-closing adjustments and included within the condensed consolidated statements of earnings for the three and nine months ended September 30, 2024.

2023 Dispositions

There were no dispositions during the nine months ended September 30, 2023.

5. Inventories, net
 September 30, 2024December 31, 2023
Raw materials$685,728 $648,896 
Work in progress254,568 214,934 
Finished goods405,035 395,617 
Subtotal1,345,331 1,259,447 
Less reserves(131,063)(115,358)
Total$1,214,268 $1,144,089 

6. Property, Plant and Equipment, net
 September 30, 2024December 31, 2023
Land$65,164 $64,722 
Buildings and improvements631,262 592,136 
Machinery, equipment and other1,960,607 1,860,315 
Property, plant and equipment, gross2,657,033 2,517,173 
Accumulated depreciation(1,661,267)(1,538,701)
Property, plant and equipment, net$995,766 $978,472 

Depreciation expense totaled $38,830 and $39,177 for the three months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024 and 2023, depreciation expense totaled $115,210 and $113,620, 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.

12
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
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$30,679 $38,504 
Provision for expected credit losses, net of recoveries4,039 636 
Amounts written off charged against the allowance(4,559)(4,848)
Other, including foreign currency translation(63)(1,429)
Balance at September 30$30,096 $32,863 

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$415,258 $1,409,302 $1,092,960 $1,208,571 $511,473 $4,637,564 
Acquisitions7,622 309,917 — — — 317,539 
Measurement period adjustments— — — 227 371 598 
Foreign currency translation1,606 9,374 3,564 3,860 342 18,746 
Balance at September 30, 2024$424,486 $1,728,593 $1,096,524 $1,212,658 $512,186 $4,974,447 

During the nine months ended September 30, 2024, the Company recognized additions of $317,539 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 — Discontinued and Disposed Operations for further details.

The Company’s definite-lived and indefinite-lived intangible assets by major asset class were as follows:
September 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$2,378,879 $1,165,273 $1,213,606 $2,097,985 $1,064,609 $1,033,376 
Trademarks287,546 155,554 131,992 268,605 142,505 126,100 
Patents205,000 146,652 58,348 204,591 140,438 64,153 
Unpatented technologies274,712 167,721 106,991 244,042 151,944 92,098 
Distributor relationships83,450 67,976 15,474 82,031 63,343 18,688 
Other35,034 12,705 22,329 24,211 10,053 14,158 
Total3,264,621 1,715,881 1,548,740 2,921,465 1,572,892 1,348,573 
Unamortized intangible assets:
Trademarks96,639 — 96,639 96,631 — 96,631 
Total intangible assets, net$3,361,260 $1,715,881 $1,645,379 $3,018,096 $1,572,892 $1,445,204 

For the three months ended September 30, 2024 and 2023, amortization expense was $47,838 and $38,205, respectively. For the nine months ended September 30, 2024 and 2023, amortization expense was $135,969 and $113,899, respectively. Amortization expense is primarily comprised of acquisition-related intangible amortization.

During the nine months ended September 30, 2024, the Company acquired $320,458 of intangible assets through acquisitions. These assets were classified as customer intangibles, unpatented technologies and trademarks and included in the Clean Energy & Fueling, Engineered Products and Imaging & Identification segments. See Note 3 — Acquisitions for further details.

13
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
9. Restructuring Activities

The Company's restructuring charges by segment were as follows:
 Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Engineered Products$991 $938 $2,969 $5,415 
Clean Energy & Fueling8,544 (37)15,434 15,954 
Imaging & Identification1,804 233 4,645 1,437 
Pumps & Process Solutions964 1,637 3,929 6,266 
Climate & Sustainability Technologies1,238 1,138 14,261 2,585 
Corporate296 476 391 1,603 
Total$13,837 $4,385 $41,629 $33,260 
These amounts are classified in the condensed consolidated statements of earnings as follows:
Cost of goods and services$7,768 $1,198 $26,908 $10,353 
Selling, general and administrative expenses6,069 3,187 14,721 22,907 
Total$13,837 $4,385 $41,629 $33,260 

The restructuring expenses of $13,837 incurred during the three months ended September 30, 2024 were primarily related to exit costs and headcount reductions in the Clean Energy & Fueling segment. The restructuring expenses of $41,629 incurred during the nine months ended September 30, 2024 were primarily related to product line exit costs and headcount reductions in the Clean Energy & Fueling and Climate & Sustainability Technologies 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.

The Company’s severance and exit accrual activities were as follows:
 SeveranceExitTotal
Balance at January 1, 2024$18,646 $3,113 $21,759 
Restructuring charges15,745 25,884 (1)41,629 
Payments(23,973)(7,625)(31,598)
Other, including foreign currency translation(178)(16,828)(1)(17,006)
Balance at September 30, 2024$10,240 $4,544 $14,784 
(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:
 September 30, 2024December 31, 2023
Short-term
Commercial paper$378,600 $467,600 
Other695 682 
Short-term borrowings$379,295 $468,282 

During the nine months ended September 30, 2024, commercial paper borrowings decreased $89,000. The borrowings outstanding under the commercial paper program had a weighted average annual interest rate of 4.94% and 5.51% as of September 30, 2024 and December 31, 2023.

14
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
 
Carrying amount (1)
PrincipalSeptember 30, 2024December 31, 2023
Long-term
3.15% 10-year notes due November 15, 2025
$400,000 $399,242 $398,737 
1.25% 10-year notes due November 9, 2026 (euro-denominated)
€600,000 665,676 657,628 
0.750% 8-year notes due November 4, 2027 (euro-denominated)
€500,000 553,996 547,342 
6.65% 30-year debentures due June 1, 2028
$200,000 199,632 199,557 
2.950% 10-year notes due November 4, 2029
$300,000 298,071 297,787 
5.375% 30-year debentures due October 15, 2035
$300,000 297,245 297,058 
6.60% 30-year notes due March 15, 2038
$250,000 248,477 248,392 
5.375% 30-year notes due March 1, 2041
$350,000 345,465 345,258 
Other16 — 
Total long-term debt$3,007,820 $2,991,759 
(1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discounts were $9.5 million and $10.9 million as of September 30, 2024 and December 31, 2023, respectively. Total deferred debt issuance costs were $7.5 million and $8.9 million as of September 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.

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 current 364-day credit facility replaced the previous $500.0 million 364-day credit facility, which expired on April 4, 2024. The lenders' commitments under the 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 September 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 September 30, 2024 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of 20.7 to 1.

Letters of Credit and other Guarantees

As of September 30, 2024, the Company had approximately $160.0 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.

15
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
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 September 30, 2024 and December 31, 2023, the Company had contracts with total notional amounts of $153,054 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 $91,892 and $84,867 as of September 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 September 30, 2024 and December 31, 2023 and the balance sheet lines in which they are recorded:
Fair Value Asset (Liability)
September 30, 2024December 31, 2023Balance Sheet Caption
Foreign currency forward$1,188 $1,675 Prepaid and other current assets
Foreign currency forward(1,531)(874)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), 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 September 30,Nine Months Ended September 30,
2024202320242023
Gain (loss) on euro-denominated debt
$(45,956)$32,773 $(13,201)$262 
Tax (expense) benefit
10,468 (7,274)3,008 (58)
Net gain (loss) on net investment hedges, net of tax
$(35,488)$25,499 $(10,193)$204 

16
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
Fair Value Measurements

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

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

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

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

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023:
September 30, 2024December 31, 2023
Level 2Level 2
Assets:
Foreign currency cash flow hedges$1,188 $1,675 
Liabilities:
Foreign currency cash flow hedges1,531 874 

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

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

The estimated fair value of long-term debt at September 30, 2024 and December 31, 2023, was $3,025,107 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 September 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 September 30, 2024 and 2023 were 19.0% and 17.7%, respectively. The increase in the effective tax rate for the three months ended September 30, 2024 relative to the prior year comparable period was primarily driven by a gain on disposition.

The effective tax rates for the nine months ended September 30, 2024 and 2023 were 20.1% and 18.7%, respectively. The increase in the effective tax rate for the nine months ended September 30, 2024 relative to the prior year comparable period was primarily driven by gains on dispositions.

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 $3,751.

17
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
13. Equity Incentive Program

The Company typically makes its annual grants of equity awards pursuant to actions taken by the Compensation Committee of the Board of Directors at its regularly scheduled first quarter meeting. During the nine months ended September 30, 2024, the Company issued stock-settled appreciation rights ("SARs") covering 345,354 shares, performance share awards ("PSAs") of 43,602 and restricted stock units ("RSUs") of 87,755. During the nine months ended September 30, 2023, the Company issued SARs covering 349,491 shares, PSAs of 43,656 and RSUs of 85,053.

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

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.

18
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
Stock-based compensation is reported within selling, general and administrative expenses in the condensed consolidated statements of earnings. The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans:
 Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Pre-tax stock-based compensation expense$8,187 $6,687 $32,297 $24,836 
Tax benefit(729)(692)(3,141)(2,536)