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

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

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

OVERVIEW

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

Dover's five operating segments are as follows:

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

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

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

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

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

In the third quarter of 2024, revenue was $2.0 billion, which increased $25.1 million, or 1.3%, as compared to the third quarter of 2023. This was driven by acquisition-related revenue growth of 3.8% and organic revenue growth of 0.3% , partially offset by disposition-related decline of 2.7% and an unfavorable impact from foreign currency translation of 0.1%. The results were driven by solid demand across most end markets and strategic pricing initiatives.

The 0.3% organic revenue growth for the third quarter of 2024 was driven by our Engineered Products, Imaging & Identification and Pumps & Process Solutions segments which grew 12.1%, 3.3%, and 1.9%, respectively. The growth was partially offset by the Climate & Sustainability Technologies and Clean Energy & Fueling segments which declined 9.4% and 1.2%, respectively. For further information, see "Segment Results of Operations" within this Item 2.

From a geographic perspective, organic revenue for the U.S., our largest market, increased 8.4% in the third quarter of 2024 compared to the prior year comparable quarter, driven by broad-based growth across all segments. Organic revenue increased for Other Americas by 1.7%, and decreased for Asia and Europe by 9.5% and 4.6%, respectively.

Bookings were $1.9 billion for the three months ended September 30, 2024, an increase of $0.1 billion, or 5.6% compared to the prior year comparable quarter. Included in this result was organic growth of 5.1% and acquisition-related growth of 3.5%, partially offset by disposition-related decline of 2.9% and an unfavorable impact from foreign currency translation of 0.1%. The organic bookings growth was primarily driven by positive demand trends and order timing.

Restructuring and other costs for the three months ended September 30, 2024 were $16.6 million which included restructuring charges of $13.8 million and other costs of $2.7 million. Restructuring and other costs were generally related to exit costs and headcount reductions in the Clean Energy & Fueling segment. For further discussion related to our restructuring and other costs, see "Restructuring and Other Costs (Benefits)," within this Item 2.

During the three months ended September 30, 2024, the Company completed four business acquisitions for approximately $460.5 million, subject to post-closing adjustments and inclusive of contingent consideration. See Note 3 — Acquisitions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

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 which resulted in a preliminary pre-tax gain of $68,712, subject to customary post-closing adjustments. See Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

On October 8, 2024, the Company completed the previously announced sale of the Environmental Solutions Group ("ESG") business, an operating company within the Engineered Products segment, for total consideration, net of cash transferred, of $2.0 billion, subject to customary post-closing adjustments. For the three and nine months ended September 30, 2024 and 2023, the results of ESG are presented as discontinued operations as the sale represents a strategic shift in operations with a major impact on our operations and financial results. See Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details. The discussion in this MD&A, unless otherwise noted, relates solely to our continuing operations.

During the nine months ended September 30, 2024, the Company received a total of 2,869,282 shares upon completion of the accelerated repurchase agreement (the ASR Agreement"). The total number of shares ultimately repurchased under the ASR Agreement was based on the volume-weighted average share price of Dover's common stock during the calculation period of the accelerated share repurchase program (the "ASR Program"), less a discount, which was $174.26 over the term of the ASR Program.

In the three and nine months ended September 30, 2024 and 2023, exclusive of the ASR Program, there were no share repurchases. As of September 30, 2024, 17,130,718 shares remain authorized for repurchase under the August 2023 share repurchase authorization.

CONSOLIDATED RESULTS OF OPERATIONS

			Three Months Ended September 30,																		Nine Months Ended September 30,
(dollars in thousands, except per share figures)			2024						2023						% / Point Change						2024						2023						% / Point Change
Revenue			$	1,983,542					$	1,958,428					1.3		%				$	5,816,043					$	5,779,664					0.6		%
Cost of goods and services			1,220,355						1,219,047						0.1		%				3,603,146						3,631,023						(0.8)		%
Gross profit			763,187						739,381						3.2		%				2,212,897						2,148,641						3.0		%
Gross profit margin			38.5		%				37.8		%				0.7						38.0		%				37.2		%				0.8
Selling, general and administrative expenses			429,570						402,838						6.6		%				1,301,606						1,234,223						5.5		%
Selling, general and administrative expenses as a percent of revenue			21.7		%				20.6		%				1.1						22.4		%				21.4		%				1.0
Operating earnings			333,617						336,543						(0.9)		%				911,291						914,418						(0.3)		%
Interest expense			34,128						32,390						5.4		%				102,867						100,407						2.5		%
Interest income			(5,176)						(3,808)						35.9		%				(14,013)						(8,552)						63.9		%
Gain on dispositions			(68,633)						—						nm*						(597,913)						—						nm*
Other income, net			(13,032)						(10,274)						nm*						(33,016)						(20,758)						nm*
Earnings before provision for income taxes			386,330						318,235						21.4		%				1,453,366						843,321						72.3		%
Provision for income taxes			73,434						56,252						30.5		%				291,781						157,636						85.1		%
Effective tax rate			19.0		%				17.7		%				1.3						20.1		%				18.7		%				1.4
Earnings from continuing operations			$	312,896					$	261,983					19.4		%				$	1,161,585					$	685,685					69.4		%
Earnings from discontinued operations, net			34,204						27,770						nm*						99,558						74,881						nm*
Net earnings			$	347,100					$	289,753					19.8		%				$	1,261,143					$	760,566					65.8		%
Earnings per common share from continuing operations - diluted			$	2.26					$	1.86					21.5		%				$	8.37					$	4.88					71.5		%

• nm - not meaningful

Revenue

Revenue for the three months ended September 30, 2024 increased $25.1 million, or 1.3%, from the prior year comparable quarter. The increase in revenue was driven by acquisition-related growth of 3.8% and organic revenue growth of 0.3%, partially offset by disposition-related decline of 2.7% and an unfavorable impact from foreign currency translation of 0.1%. Customer pricing favorably impacted revenue by approximately 1.6% in the third quarter of 2024 and by 3.2% in the prior year comparable quarter.

Revenue for the nine months ended September 30, 2024 increased $36.4 million, or 0.6%, from the prior year comparable period. The increase primarily reflects an acquisition-related growth of 2.8% and organic revenue remained flat. This increase was partially offset by a disposition-related decline of 1.8% and an unfavorable impact from foreign currency translation of 0.4%. Customer pricing favorably impacted revenue by approximately 1.6% for the nine months ended September 30, 2024, and by 4.3% in the prior year comparable period.

Gross Profit

Gross profit for the three months ended September 30, 2024 increased $23.8 million, or 3.2%, and gross profit margin increased 70 basis points to 38.5%, versus the prior year comparable quarter. The gross profit margin increase was driven by positive product mix and productivity actions.

Gross profit for the nine months ended September 30, 2024 increased $64.3 million, or 3.0%, and gross profit margin increased by 80 basis points to 38.0%, from the prior year comparable period. Gross profit margin increased driven by positive product mix and productivity actions.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended September 30, 2024 increased $26.7 million, or 6.6%, from the prior year comparable quarter, primarily driven by increased employee compensation and benefits and acquisition-related amortization costs. As a percentage of revenue, selling, general and administrative expenses increased 110 basis points as compared to the prior year comparable quarter to 21.7%.

Selling, general and administrative expenses for the nine months ended September 30, 2024 increased $67.4 million, or 5.5%, from the prior year comparable period, primarily driven by increased employee compensation and benefits, acquisition-related amortization costs and computer software costs, partially offset by lower restructuring costs. Selling, general and administrative expenses as a percentage of revenue increased 100 basis points as compared to the prior year comparable period to 22.4%.

Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to $35.6 million and $34.4 million for the three months ended September 30, 2024 and 2023, respectively, and $108.0 million and $105.1 million, for the nine months ended September 30, 2024 and 2023, respectively. The costs as a percentage of revenue are 1.8% and 1.9% for the three and nine months ended September 30, 2024, respectively, and 1.8% for the three and nine months ended September 30, 2023.

Gain on Dispositions

Gain on dispositions of $597.9 million for the nine months ended September 30, 2024 was primarily due to the sale of the De-Sta-Co business on March 31, 2024 and the sale of a minority owned equity investment on September 30, 2024. See Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

Other Income, net

Other income, net includes non-service pension benefit, deferred compensation plan investments gain or loss, earnings or charges from equity method investments, foreign exchange gain or loss, and various other items. Other income, net for the three and nine months ended September 30, 2024 increased $2.8 million and $12.3 million, respectively, from the comparable prior period primarily driven by an increase in equity earnings and gain on deferred compensation plan investments.

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 quarter 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 the gains on dispositions.

The Company is monitoring the changes in tax laws resulting from the Organization for Economic Cooperation and Development’s multi-jurisdictional plan of action to address base erosion and profit shifting. We do not expect this to have a material impact on our effective tax rate.

See Note 12 — Income Taxes in the condensed consolidated financial statements in Item 1 of this Form 10-Q for additional details.

Earnings from Continuing Operations

Earnings from continuing operations for the three months ended September 30, 2024 increased 19.4% to $312.9 million, or $2.26 diluted earnings per share from continuing operations, from $262.0 million, or $1.86 diluted earnings per share from continuing operations, in the prior year comparable quarter. The increase in earnings from continuing operations is driven by the after-tax gain on the sale of the minority owned equity investment, partially offset by higher selling, general and administrative expense.

Earnings from continuing operations for the nine months ended September 30, 2024 increased 65.8% to $1.2 billion, or $8.37 diluted earnings per share from continuing operations, from $685.7 million, or $4.88 diluted earnings per share from continuing operations, in the prior year comparable period. The increase in earnings from continuing operations is primarily driven by the after-tax gains on the sale of De-Sta-Co and a minority owned equity method investment totaling $464.2 million.

Discontinued Operations

For the three and nine months ended September 30, 2024 and 2023, the historical results of ESG were presented as discontinued operations as the sale represents a strategic shift that will have a major impact on our operations and financial results. For the three and nine months ended September 30, 2024, earnings from discontinued operations, net were $34.2 million and $99.6 million, respectively. For the three and nine months ended September 30, 2023, earnings from discontinued operations, net were $27.8 million and $74.9 million, respectively.

SEGMENT RESULTS OF OPERATIONS

The summary that follows provides a discussion of the results of operations of each of our five reportable operating segments (Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies). Each of these segments is comprised of various product and service offerings that serve multiple markets. We evaluate our operating segment performance based on segment earnings as defined in Note 16 — Segment Information in the condensed consolidated financial statements in Item 1 of this Form 10-Q.

We report organic revenue growth, which excludes the impact of foreign currency exchange rates and the impact of acquisitions and divestitures. See "Non-GAAP Disclosures" at the end of this Item 2.

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

• Bookings represent total orders received from customers in the current reporting period and exclude de-bookings related to orders received in prior periods, if any. This metric is an important measure of performance and an indicator of order trends.

• Organic bookings represent bookings excluding the impact of foreign currency exchange rates and the impact of acquisitions and dispositions. This metric is an important measure of performance and an indicator of revenue order trends.

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

Engineered Products

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

						Three Months Ended September 30,																		Nine Months Ended September 30,
(dollars in thousands)						2024						2023						% Change						2024						2023						% Change
Revenue						$	296,117					$	309,431					(4.3)		%				$	914,234					$	922,794					(0.9)		%
Segment earnings						$	56,621					$	63,525					(10.9)		%				$	171,248					$	156,461					9.5		%
Segment margin						19.1 %						20.5 %												18.7 %						17.0 %
Operational metrics:
Bookings						$	284,823					$	330,566					(13.8)		%				$	895,290					$	957,233					(6.5)		%
Components of revenue decline:
Organic growth																		12.1		%																10.5		%
Acquisitions																		0.3		%																0.1		%
Dispositions																		(17.0)		%																(11.5)		%
Foreign currency translation																		0.3		%																—		%
Total revenue decline																		(4.3)		%																(0.9)		%

Third Quarter 2024 Compared to the Third Quarter 2023

Engineered Products revenue for the third quarter of 2024 decreased $13.3 million, or 4.3%, as compared to the third quarter of 2023, due to a disposition-related decline of 17.0%, partially offset by organic growth of 12.1%, acquisition-related growth of 0.3% and a favorable impact from foreign currency translation of 0.3%. The disposition-related decline was due to the divestiture of De-Sta-Co in the first quarter of 2024. Customer pricing favorably impacted revenue by approximately 1.1% in the third quarter of 2024 and 1.2% in the prior year comparable quarter.

The organic revenue growth was primarily driven by our vehicle service business, which saw increased demand in Europe and improved production performance in North America, along with favorable demand trends in our industrial winch and hoist business. We expect positive organic growth trends to continue into the fourth quarter on the back of improved demand conditions and production performance in our vehicle service business.

Engineered Products segment earnings decreased $6.9 million, or 10.9%, compared to the third quarter of 2023. The decrease was primarily due to the disposition of De-Sta-Co and shipment timing of aerospace and defense components, which was partially offset by organic volume increases and favorable price versus cost dynamics. Segment margin decreased to 19.1% from 20.5% as compared to the prior year comparable quarter.

Bookings decreased 13.8% for the segment, due primarily to a disposition-related decline of 15.1%, partially offset by acquisition-related growth of 1.1% and a favorable impact from foreign currency translation of 0.2%. The disposition-related bookings decline was due to the divestiture of De-Sta-Co in the first quarter of 2024. Segment book-to-bill was 0.96.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

Engineered Products revenue for the nine months ended September 30, 2024 decreased $8.6 million, or 0.9%, compared to the prior year comparable period. This was comprised of a disposition-related decline of 11.5%, partially offset by organic revenue growth of 10.5% and acquisition-related growth of 0.1%. Organic revenue growth was driven by improved production performance and increased demand in our vehicle service business, along with solid demand trends in both our aerospace and defense business, and in our industrial winch and hoist business. Customer pricing favorably impacted revenue by approximately 0.8% and by 2.0% in the prior year comparable period.

Segment earnings for the nine months ended September 30, 2024 increased $14.8 million, or 9.5%, as compared to the 2023 comparable period. The increase was primarily driven by organic volume increases and favorable price versus cost dynamics, partially offset by disposition impacts. Segment margin increased to 18.7% from 17.0% as compared to the prior year comparable period.

Clean Energy & Fueling

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

						Three Months Ended September 30,																		Nine Months Ended September 30,
(dollars in thousands)						2024						2023						% Change						2024						2023						% Change
Revenue						$	500,685					$	466,959					7.2		%				$	1,408,752					$	1,338,854					5.2		%
Segment earnings						$	99,536					$	92,483					7.6		%				$	256,747					$	249,704					2.8		%
Segment margin						19.9 %						19.8 %												18.2 %						18.7 %
Operational metrics:
Bookings						$	507,329					$	449,663					12.8		%				$	1,421,025					$	1,344,326					5.7		%
Components of revenue growth:
Organic (decline) growth																		(1.2)		%																0.8		%
Acquisitions																		8.8		%																4.7		%
Foreign currency translation																		(0.4)		%																(0.3)		%
Total revenue growth																		7.2		%																5.2		%

Third Quarter 2024 Compared to the Third Quarter 2023

Clean Energy & Fueling revenue for the third quarter of 2024 increased $33.7 million, or 7.2%, as compared to the third quarter of 2023, driven by acquisition-related growth of 8.8%, partially offset by an organic decline of 1.2% and an unfavorable foreign currency translation impact of 0.4%. Customer pricing favorably impacted revenue in the third quarter of 2024 by approximately 2.0% and by 4.0% in the prior year comparable quarter.

The organic revenue decline was primarily due to lower shipments in Europe for above-ground retail fueling projects and reduced year-over-year demand in vehicle wash solutions, partially offset by pricing initiatives, clean energy solutions and strong demand in North America above-ground retail fueling equipment. We expect organic growth in the fourth quarter driven by strong demand in North America above and below-ground retail fueling, as well as the clean energy solutions business.

Clean Energy & Fueling segment earnings increased $7.1 million, or 7.6%, over the prior year comparable quarter. The increase was primarily driven by strategic pricing and the favorable impact of acquisitions, partially offset by the negative impact from lower volumes and integration costs in clean energy solutions. Segment margin remained flat compared to prior year comparable quarter.

Overall bookings increased 12.8% as compared to the prior year comparable quarter, driven by organic growth of 7.0% and acquisition growth of 6.1%, partially offset by an unfavorable impact from foreign currency translation of 0.3%. The organic bookings growth was primarily driven by North America above and below-ground retail fueling equipment and clean energy platform. Segment book-to-bill was 1.01.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

Clean Energy & Fueling segment revenue increased $69.9 million, or 5.2%, as compared to the nine months ended September 30, 2023, attributable to acquisition-related growth of 4.7% and organic growth of 0.8%, partially offset by an unfavorable impact from foreign currency translation of 0.3%. Organic revenue growth was driven by pricing actions and above-ground retail fueling equipment, partially offset by lower volume in fluid transfer solutions and below-ground retail fueling businesses. Customer pricing favorably impacted revenue by approximately 2.6% and by approximately 4.4% in the prior year comparable period.

Clean Energy & Fueling segment earnings increased $7.0 million or 2.8%, for the nine months ended September 30, 2024. Pricing actions and productivity initiatives and the favorable impact of acquisitions were partially offset by lower volume and inflationary costs. Segment margin decreased to 18.2% from 18.7% in the prior year comparable period, primarily due to product mix.

Imaging & Identification

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

						Three Months Ended September 30,																		Nine Months Ended September 30,
(dollars in thousands)						2024						2023						% Change						2024						2023						% Change
Revenue						$	283,966					$	276,179					2.8		%				$	848,365					$	831,202					2.1		%
Segment earnings						$	77,247					$	70,316					9.9		%				$	222,992					$	199,967					11.5		%
Segment margin						27.2 %						25.5 %												26.3 %						24.1 %
Operational metrics:
Bookings						$	281,289					$	271,113					3.8		%				$	848,363					$	823,917					3.0		%
Components of revenue growth:
Organic growth																		3.3		%																2.8		%
Acquisitions																		0.6		%																0.5		%
Foreign currency translation																		(1.1)		%																(1.2)		%
Total revenue growth																		2.8		%																2.1		%

Third Quarter 2024 Compared to the Third Quarter 2023

Imaging & Identification revenue for the third quarter of 2024 increased $7.8 million, or 2.8%, as compared to the third quarter of 2023, comprised of organic growth of 3.3% and acquisition-related growth of 0.6%, partially offset by an unfavorable impact from foreign currency translation of 1.1%. Customer pricing favorably impacted revenue in the third quarter of 2024 by approximately 2.6% and by approximately 5.3% in the prior year comparable quarter.

The organic revenue growth was primarily driven by pricing actions and increased demand for marking and coding equipment and consumables, partly offset by softer digital textile printing equipment and consumables. We expect continued favorable organic growth in the fourth quarter primarily driven by continued strength in marking and coding and favorable pricing.

Imaging & Identification segment earnings increased $6.9 million, or 9.9%, over the prior year comparable quarter. The increase was primarily driven by higher volume, pricing and productivity initiatives, partially offset by an unfavorable impact from foreign currency translation. Segment margin increased to 27.2% from 25.5% in the prior year comparable quarter.

Overall bookings increased 3.8% as compared to the prior year comparable quarter, reflecting organic growth of 4.3% and acquisition-related growth of 0.5%, partially offset by an unfavorable impact from foreign currency translation of 1.0%. The organic bookings growth was primarily driven by serialization software order timing and improved marking and coding demand. Segment book-to-bill was 0.99.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

Imaging & Identification segment revenue increased $17.2 million, or 2.1%, as compared to the nine months ended September 30, 2023, attributable to organic growth of 2.8% and acquisition-related growth of 0.5%, partially offset by an unfavorable impact from foreign currency translation of 1.2%. The organic revenue growth was primarily driven by pricing initiatives, partially offset by weaker demand in our digital textile printing business. Customer pricing favorably impacted revenue by approximately 3.0% and by approximately 6.0% in the prior year comparable period.

Imaging & Identification segment earnings increased $23.0 million, or 11.5%, for the nine months ended September 30, 2024 over the prior year comparable period. The increase was primarily driven by favorable product mix, pricing initiatives and cost controls, partially offset by the unfavorable impact of foreign currency translation. Segment margin increased to 26.3% from 24.1% in the prior year comparable period.

Pumps & Process Solutions

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

						Three Months Ended September 30,																		Nine Months Ended September 30,
(dollars in thousands)						2024						2023						% Change						2024						2023						% Change
Revenue						$	472,463					$	431,373					9.5		%				$	1,415,431					$	1,310,880					8.0		%
Segment earnings						$	138,277					$	117,907					17.3		%				$	394,231					$	362,488					8.8		%
Segment margin						29.3 %						27.3 %												27.9 %						27.7 %
Operational metrics:
Bookings						$	448,074					$	363,111					23.4		%				$	1,383,132					$	1,221,725					13.2		%
Components of revenue growth:
Organic growth																		1.9		%																1.0		%
Acquisitions																		7.0		%																6.8		%
Foreign currency translation																		0.6		%																0.2		%
Total revenue growth																		9.5		%																8.0		%

Third Quarter 2024 Compared to the Third Quarter 2023

Pumps & Process Solutions revenue for the third quarter of 2024 increased $41.1 million, or 9.5%, as compared to the third quarter of 2023, driven by acquisition-related growth of 7.0%, organic growth of 1.9% and a favorable impact from foreign currency translation of 0.6%. Acquisition-related growth was driven by the acquisition of FW Murphy Production Controls business ("FW Murphy") in the fourth quarter of 2023. Customer pricing favorably impacted revenue in the third quarter of 2024 by approximately 1.7% and by approximately 3.6% in the prior year comparable quarter.

The organic revenue growth was primarily driven by increased revenue in our precision components business and increased demand for connectors used in bioprocessing and high performance computing and data center applications, partially offset by decreased revenue in our plastics and polymer processing solutions business. We expect overall revenue to trend favorably in the fourth quarter driven by the FW Murphy acquisition, positive demand trends in bioprocessing and thermal connectors in liquid cooling for high performance computing applications. We expect this growth to be partially offset by lower shipments in our polymer processing equipment business.

Pumps & Process Solutions segment earnings increased $20.4 million, or 17.3%, over the prior year comparable quarter. The increase was driven by the favorable impact from the FW Murphy acquisition, along with the positive impact of product line mix, pricing initiatives and productivity actions. Segment margin increased to 29.3% from 27.3% in the prior year comparable quarter driven by productivity initiatives and favorable portfolio mix.

Overall bookings increased 23.4% as compared to the prior year comparable quarter with organic growth of 15.1% and acquisition-related growth of 8.3%. The organic bookings growth was primarily driven by positive demand trends in connectors, supported by improving customer sentiment in bioprocessing and high performance computing applications. Segment book-to-bill was 0.95.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

Pumps & Process Solutions segment revenue increased $104.6 million, or 8.0%, as compared to the nine months ended September 30, 2023, attributable to acquisition-related growth of 6.8% for the acquisition of FW Murphy, organic growth of 1.0% and a favorable impact from foreign currency translation of 0.2%. The organic growth was primarily driven by pricing initiatives, increased revenue in precision components and single-use components used in biopharmaceutical manufacturing, partially offset by our polymer processing equipment business. Customer pricing favorably impacted revenue by approximately 1.6% and by approximately 4.6% in the prior year comparable period.

Pumps & Process Solutions segment earnings increased $31.7 million, or 8.8%, for the nine months ended September 30, 2024 over the prior year comparable period. The increase was driven by the favorable impact from the FW Murphy acquisition, product line mix, pricing initiatives and productivity, partially offset by lower volumes. Segment margin increased to 27.9% from 27.7% from the prior year comparable period.

Climate & Sustainability Technologies

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

						Three Months Ended September 30,																		Nine Months Ended September 30,
(dollars in thousands)						2024						2023						% Change						2024						2023						% Change
Revenue						$	431,127					$	475,911					(9.4)		%				$	1,232,125					$	1,380,237					(10.7)		%
Segment earnings						$	76,015					$	84,060					(9.6)		%				$	205,901					$	233,912					(12.0)		%
Segment margin						17.6 %						17.7 %												16.7 %						16.9 %
Operational metrics:
Bookings						$	332,503					$	340,474					(2.3)		%				$	1,191,858					$	1,023,028					16.5		%
Components of revenue decline:
Organic decline																		(9.4)		%																(10.7)		%
Acquisitions																		—		%																0.3		%
Foreign currency translation																		—		%																(0.3)		%
Total revenue decline																		(9.4)		%																(10.7)		%

Third Quarter 2024 Compared to the Third Quarter 2023

Climate & Sustainability Technologies revenue decreased $44.8 million, or 9.4%, as compared to the third quarter of 2023, reflecting organic revenue decline of 9.4%. Customer pricing favorably impacted revenue in the third quarter of 2024 by approximately 1.0% and by approximately 2.4% in the prior year comparable quarter.

The organic revenue decline was primarily due to near-term, transient slowing in heat exchanger demand in Europe due to HVAC OEMs efforts to reduce component inventories, as well as continued headwinds in new beverage can-making equipment sales as customers pivot from new equipment investment to scaling production and expanding utilization of recent capacity additions. This headwind was partially offset by increased demand for retail refrigeration equipment and services, including the growing demand for low-global warming potential ("GWP") CO2 refrigerant systems. We expect organic revenue declines to continue into the fourth quarter, primarily due to continued year-over-year reductions in the sales of heat exchangers in Europe and in beverage can-making equipment. We expect to begin to see sequential improvements in demand for both of these product lines in 2025.

Climate & Sustainability Technologies segment earnings decreased $8.0 million, or 9.6%, as compared to the third quarter of 2023. The segment earnings decrease was primarily due to the negative impact from lower volumes in heat exchangers and beverage can-making equipment, partially offset by increased volumes in retail refrigeration, along with productivity initiatives and cost actions across the segment. Segment margin decreased to 17.6% from 17.7% in the prior year comparable quarter.

Bookings in the third quarter of 2024 decreased 2.3% from the prior year comparable quarter, reflecting an organic decline of 2.1% and an unfavorable impact from foreign currency translation of 0.2%. The organic bookings decline was principally due to order timing in retail refrigeration. Segment book-to-bill was 0.77.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

Climate & Sustainability Technologies segment revenue decreased $148.1 million, or 10.7%, compared to the nine months ended September 30, 2023, reflecting an organic revenue decline of 10.7%, and an unfavorable foreign currency translation impact of 0.3%, partially offset by acquisition-related growth of 0.3%. The organic revenue decline for the nine months ended September 30, 2024 was due to near-term, transient slowing in heat exchanger demand in Europe due to HVAC OEMs efforts to reduce component inventories, as well as continued headwinds in new beverage can-making equipment sales as customers pivot from new equipment investment to scaling production and expanding utilization of recent capacity additions. This was partially offset by increased demand for retail refrigeration equipment and services, including the growing demand for low-GWP CO2 refrigerant systems. Customer pricing favorably impacted revenue by approximately 0.2%, and by approximately 4.4% in the prior year comparable period.

Climate & Sustainability Technologies segment earnings decreased $28.0 million, or 12.0%, for the nine months ended September 30, 2024, as compared to the prior year comparable period. Segment margin decreased to 16.7% from 16.9% in the prior year comparable period. The earnings decrease was primarily due to lower volumes in heat exchangers and beverage can-making equipment, partially offset by increased retail refrigeration volumes, productivity initiatives and cost reduction actions.

Reconciliation of Segment Earnings to Earnings from Continuing Operations

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Earnings from Continuing Operations:
Segment earnings:
Engineered Products			$	56,621					$	63,525					$	171,248					$	156,461
Clean Energy & Fueling			99,536						92,483						256,747						249,704
Imaging & Identification			77,247						70,316						222,992						199,967
Pumps & Process Solutions			138,277						117,907						394,231						362,488
Climate & Sustainability Technologies			76,015						84,060						205,901						233,912
Total segment earnings			447,696						428,291						1,251,119						1,202,532
Purchase accounting expenses (1)			48,356						38,956						136,875						118,203
Restructuring and other costs (2)			16,581						11,581						52,142						43,777
Gain on dispositions (3)			(68,633)						—						(597,913)						—
Corporate expense / other (4)			36,110						30,937						117,795						105,376
Interest expense			34,128						32,390						102,867						100,407
Interest income			(5,176)						(3,808)						(14,013)						(8,552)
Earnings before provision for income taxes			386,330						318,235						1,453,366						843,321
Provision for income taxes			73,434						56,252						291,781						157,636
Earnings from continuing operations			$	312,896					$	261,983					$	1,161,585					$	685,685

(1) Purchase accounting expenses are primarily comprised of amortization of acquired intangible assets.

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

(3) Gain on dispositions, including post-closing adjustments; see Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

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

Restructuring and Other Costs (Benefits)

Restructuring and other costs are not presented in our segment earnings because these costs are excluded from the segment operating performance measure reviewed by management. During the three and nine months ended September 30, 2024, we incurred restructuring charges of $13.8 million and $41.6 million and other costs, net of $2.7 million and $10.5 million. Restructuring charges for the three months ended September 30, 2024 were primarily related to exit costs and headcount reductions in the Clean Energy & Fueling segment. Restructuring charges for the nine months ended September 30, 2024 were primarily related to product line exit costs and headcount reductions in the Clean Energy & Fueling, and the 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. Other costs, net of $10.5 million for the nine months ended September 30, 2024, were primarily due to non-cash asset impairment charges and reorganization costs in the Climate & Sustainability Technologies and Imaging & Identification segments, respectively. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the condensed consolidated statement of earnings. Additional programs beyond the scope of the announced programs may be implemented during 2024 with related restructuring charges.

We recorded the following restructuring and other costs for the three and nine months ended September 30, 2024:

			Three Months Ended September 30, 2024
(in thousands)			Engineered Products						Clean Energy & Fueling						Imaging & Identification						Pumps & Process Solutions						Climate & Sustainability Technologies						Corporate						Total
Restructuring			$	991					$	8,544					$	1,804					$	964					$	1,238					$	296					$	13,837
Other (benefits) costs			(4)						438						1,545						14						320						431						2,744
Restructuring and other costs			$	987					$	8,982					$	3,349					$	978					$	1,558					$	727					$	16,581

			Nine Months Ended September 30, 2024
(in thousands)			Engineered Products						Clean Energy & Fueling						Imaging & Identification						Pumps & Process Solutions						Climate & Sustainability Technologies						Corporate						Total
Restructuring			$	2,969					$	15,434					$	4,645					$	3,929					$	14,261					$	391					$	41,629
Other costs, net			12						1,779						2,773						66						4,208						1,675						10,513
Restructuring and other costs			$	2,981					$	17,213					$	7,418					$	3,995					$	18,469					$	2,066					$	52,142

Restructuring and other costs for the three and nine months ended September 30, 2023 included restructuring charges of $4.4 million and $33.3 million, respectively and other costs, net of $7.2 million and $10.5 million, respectively. Restructuring charges for the three months ended September 30, 2023 primarily related to headcount reductions and exit costs in the Pumps & Process Solutions, Climate & Sustainability Technologies and Engineered Products segments. Restructuring charges for the nine months ended September 30, 2023 primarily related to headcount reductions and exit costs in the Clean Energy & Fueling, Pumps & Process Solutions, Engineered Products and Climate & Sustainability Technologies segments. These restructuring programs were initiated in 2022 and 2023 and were undertaken in light of current market conditions. Other costs, net of $7.2 million and $10.5 million for the three and nine months ended September 30, 2023, were primarily due to an asset impairment in our Climate & Sustainability Technologies segment and product line rationalization and footprint reduction in our Clean Energy & Fueling segment. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the condensed consolidated statement of earnings.

We recorded the following restructuring and other costs for the three and nine months ended September 30, 2023:

			Three Months Ended September 30, 2023
(in thousands)			Engineered Products						Clean Energy & Fueling						Imaging & Identification						Pumps & Process Solutions						Climate & Sustainability Technologies						Corporate						Total
Restructuring			$	938					$	(37)					$	233					$	1,637					$	1,138					$	476					$	4,385
Other costs, net			37						1,182						328						113						3,939						1,597						7,196
Restructuring and other costs			$	975					$	1,145					$	561					$	1,750					$	5,077					$	2,073					$	11,581

			Nine Months Ended September 30, 2023
(in thousands)			Engineered Products						Clean Energy & Fueling						Imaging & Identification						Pumps & Process Solutions						Climate & Sustainability Technologies						Corporate						Total
Restructuring			$	5,415					$	15,954					$	1,437					$	6,266					$	2,585					$	1,603					$	33,260
Other costs, net			71						3,141						824						110						4,642						1,729						10,517
Restructuring and other costs			$	5,486					$	19,095					$	2,261					$	6,376					$	7,227					$	3,332					$	43,777

Purchase Accounting Expenses

Purchase accounting expenses primarily relate to amortization of acquired intangible assets. These expenses are not presented in our segment earnings because they are excluded from the segment operating performance measure reviewed by management. These expenses reconcile to segment earnings as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
(in thousands)			2024						2023						2024						2023
Purchase Accounting Expenses
Engineered Products			$	2,806					$	3,441					$	8,049					$	10,604
Clean Energy & Fueling			24,928						19,775						67,231						58,882
Imaging & Identification			5,914						5,803						17,320						17,354
Pumps & Process Solutions			9,658						5,111						29,131						16,888
Climate & Sustainability Technologies			5,050						4,826						15,144						14,475
Total			$	48,356					$	38,956					$	136,875					$	118,203

FINANCIAL CONDITION

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

Cash Flow Summary

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

			Nine Months Ended September 30,
Cash Flows from Operations (in thousands)			2024						2023
Net cash flows provided by (used in):
Operating activities			$	648,881					$	720,982
Investing activities			63,119						(131,072)
Financing activities			(818,445)						(757,205)

Operating Activities

Cash flow from operating activities for the nine months ended September 30, 2024 decreased by $72.1 million compared to September 30, 2023, primarily due to tax payments related to the gain from the De-Sta-Co divestiture.

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

Adjusted Working Capital (in thousands)						September 30, 2024						December 31, 2023
Receivables, net						$	1,428,961					$	1,321,107
Inventories, net						1,214,268						1,144,089
Less: Accounts payable						865,188						854,465
Adjusted working capital						$	1,778,041					$	1,610,731

Adjusted working capital increased by $167.3 million, or 10.4%, in the nine months ended September 30, 2024, which reflected an increase of $107.9 million in receivables, net, an increase of $70.2 million in inventory, net and an increase in accounts payable of $10.7 million. These amounts include the effects of acquisitions, dispositions and foreign currency translation. The increase in adjusted working capital versus year-end 2023 is primarily a result of timing of cash flows, with the fourth quarter traditionally representing our highest cash flow quarter.

Investing Activities

Cash flow from investing activities is derived from cash inflows from proceeds from dispositions, offset by cash outflows for acquisitions and capital expenditures. The majority of the activity in investing activities was comprised of the following:

• Proceeds from dispositions: During the nine months ended September 30, 2024, we received net proceeds of $767.7 million from the sales of De-Sta-Co, an operating company within the Engineered Products segment, and a minority owned equity method investment within Climate & Sustainability Technologies segment. There were no proceeds from disposition during the nine months ended September 30, 2023. See Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

• Acquisitions: During the nine months ended September 30, 2024, we deployed approximately $602.7 million, net, to acquire seven businesses. In comparison, during the nine months ended September 30, 2023, we deployed approximately $7.2 million, net to acquire one business. See Note 3 — Acquisitions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

• Capital spending: Capital expenditures decreased $12.5 million during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, in line with our planned capital expenditures for the year.

We anticipate that capital expenditures and any additional acquisitions we make through the remainder of 2024 will be funded from available cash and internally generated funds and, if necessary, through the issuance of commercial paper, or by accessing the public debt or equity markets. We estimate capital expenditures in 2024 to range from $145.0 million to $155.0 million.

Financing Activities

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

• Repurchase of common stock, including accelerated share repurchase program: During the nine months ended September 30, 2024, the Company received a total of 2,869,282 shares upon completion the ASR Agreement for $500.0 million. During the nine months ended September 30, 2023, we repurchased no shares. See Note 17 — Stockholders' Equity in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

• Commercial paper and other short-term borrowings, net: During the nine months ended September 30, 2024 and 2023, we used $89.0 million and $528.8 million, respectively, to pay off commercial paper borrowings.

• Dividend payments: Total dividend payments to common shareholders were $212.4 million during the nine months ended September 30, 2024, as compared to $212.9 million during the same period in 2023. Our dividends paid per common share increased 1.0% to $1.54 during the nine months ended September 30, 2024 compared to $1.52 during the same period in 2023. The number of common shares outstanding decreased from September 30, 2023 to September 30, 2024, as share repurchases exceeded share issuances.

Cash Flows from Discontinued Operations

Our cash flows from discontinued operations for the nine months ended September 30, 2024 and 2023, generated $93.9 million and $93.8 million, respectively, representing the operating results of ESG during the periods presented. Cash flows from discontinued operations generated for the nine months ended September 30, 2024, primarily relate to cash provided by operations of approximately $108.3 million, partially offset by cash used in investing activities of $14.4 million, which comprised capital expenditures partially offset by proceeds from a sale of investment. Cash flows generated for the nine months ended September 30, 2023, primarily relate to cash provided by operating activities of $99.3 million, partially offset by capital expenditures of $5.5 million.

Liquidity and Capital Resources

Free Cash Flow

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

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

			Nine Months Ended September 30,
Free Cash Flow (dollars in thousands)			2024						2023
Cash flow provided by operating activities			$	648,881					$	720,982
Less: Capital expenditures			(113,626)						(126,131)
Free cash flow			$	535,255					$	594,851
Cash flow from operating activities as a percentage of revenue			11.2		%				12.5		%
Cash flow from operating activities as a percentage of earnings from continuing operations			55.9		%				105.1		%
Free cash flow as a percentage of revenue			9.2		%				10.3		%
Free cash flow as a percentage of earnings from continuing operations			46.1		%				86.8		%

For the nine months ended September 30, 2024, we generated free cash flow of $535.3 million, representing 9.2% of revenue and 46.1% of earnings from continuing operations. Free cash flow for the nine months ended September 30, 2024, decreased $59.6 million, compared to September 30, 2023, primarily due to tax payments on the De-Sta-Co gain of $80.0 million, partially offset by lower capital expenditures. The remainder of the tax payments on the De-Sta-Co gain will be paid in the fourth quarter of 2024. The decreases in cash flow from operating activities and free cash flow as percentages of earnings from continuing operations are due primarily to the gain on sale of De-Sta-Co. See Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

Capitalization

We use commercial paper borrowings for general corporate purposes, including the funding of acquisitions and the repurchase of our common stock. As of September 30, 2024, we maintained $1.0 billion five-year and $500.0 million 364-day unsecured revolving credit facilities (together, the "Credit Agreements") with a syndicate of banks which expire April 6, 2028 and April 3, 2025, respectively. 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 an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of not less than 3.0 to 1.0. The Company was in compliance with all covenants in the Credit Agreements and other long-term debt covenants at September 30, 2024 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of 20.7 to 1. We are not aware of any potential impairment to our liquidity and expect to remain in compliance with all of our debt covenants. Additionally, our earliest long-term debt maturity is in 2025.

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

At September 30, 2024, our cash and cash equivalents, including cash held for sale, totaled $396.8 million, of which approximately $251.9 million was held outside the United States. At December 31, 2023, our cash and cash equivalents, including cash held for sale, totaled $415.9 million, of which approximately $286.9 million was held outside the United States. Cash and cash equivalents are held primarily in bank deposits with highly rated banks. We regularly hold cash in excess of near-term requirements in bank deposits or invest the funds in government money market instruments or short-term investments, which consist of investment grade time deposits with original maturity dates at the time of purchase of no greater than three months.

On March 31, 2024, the Company completed the sale of the De-Sta-Co business for total consideration, net of cash transferred, of $674.7 million. 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 $93.0 million. On October 8, the Company completed the previously announced sale of the ESG business, an operating company in the Engineered Products segment, for total consideration, net of cash transferred, of $2.0 billion, subject to

customary post-closing adjustments. See Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

During the nine months ended September 30, 2024, the Company completed seven business acquisitions for total consideration of $636.4 million, subject to post-closing adjustments and inclusive of contingent consideration. See Note 3 — Acquisitions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

We utilize the net debt to net capitalization calculation (a non-GAAP measure) to assess our overall financial leverage and capacity and believe the calculation is useful to investors for the same reason. Net debt represents total debt minus cash and cash equivalents, including cash held for sale. Net capitalization represents net debt plus stockholders' equity. The following table provides a calculation of net debt to net capitalization from the most directly comparable GAAP measures:

Net Debt to Net Capitalization Ratio (dollars in thousands)						September 30, 2024						December 31, 2023
Commercial paper						$	378,600					$	467,600
Other						695						682
Total short-term borrowings						379,295						468,282
Long-term debt						3,007,820						2,991,759
Total debt						3,387,115						3,460,041
Less: Cash and cash equivalents, including cash held for sale						(396,766)						(415,861)
Net debt						2,990,349						3,044,180
Add: Stockholders' equity						5,697,999						5,106,605
Net capitalization						$	8,688,348					$	8,150,785
Net debt to net capitalization						34.4		%				37.3		%

Our net debt to net capitalization ratio decreased to 34.4% at September 30, 2024 compared to 37.3% at December 31, 2023. Net debt decreased $53.8 million during the period primarily due to net proceeds from the sale of De-Sta-Co that were used to reduce our commercial paper borrowings. Stockholders' equity increased for the period as a result of current earnings of $1,261.1 million, partially offset by share repurchases under the ASR program and dividends paid during the period.

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

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

Critical Accounting Estimates

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

Recent Accounting Standards

See Note 19 — Recent Accounting Pronouncements in the condensed consolidated financial statements in Item 1 of this Form 10-Q. The adoption of recent accounting standards as included in Note 19 — Recent Accounting Pronouncements in the condensed consolidated financial statements has not had, and is not expected to have, a significant impact on our revenue, earnings or liquidity.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, especially MD&A, contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements in this document other than statements of historical fact are statements that are, or could be deemed, "forward-looking" statements. Some of these statements may be indicated by words such as "may", "anticipate", "expect", "believe", "intend", "continue", "guidance", "estimates", "suggest", "will", "plan", "should", "would", "could", "forecast" and other words and terms that use the future tense or have a similar meaning. Forward-looking statements are based on current expectations and are subject to numerous important risks, uncertainties, and assumptions, including those described in our Annual Report on Form 10-K for the year ended December 31, 2023. Factors that could cause actual results to differ materially from current expectations include, among other things: general economic conditions and conditions in the particular markets in which we operate; supply chain constraints and labor shortages that could result in production stoppages, inflation in material input costs and freight logistics; the impacts of natural or human induced disasters, acts of war, terrorism, international conflicts, and public health crises or other future pandemics on the global economy and on our customers, suppliers, employees, business and cash flows; changes in customer demand and capital spending; competitive factors and pricing pressures; our ability to develop and launch new products in a cost-effective manner; changes in law, including the effect of tax laws and developments with respect to trade policy and tariffs; our ability to identify and complete acquisitions and integrate and realize synergies from newly acquired businesses; the impact of interest rate and currency exchange rate fluctuations; capital allocation plans and changes in those plans, including with respect to dividends, share repurchases, investments in research and development, capital expenditures and acquisitions; our ability to derive expected benefits from restructurings, productivity initiatives and other cost reduction actions; the impact of legal compliance risks and litigation, including with respect to product quality and safety, cybersecurity and privacy; and our ability to capture and protect intellectual property rights, and various other factors that are described in our periodic reports filed with or furnished to the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2023. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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

Non-GAAP Disclosures

In an effort to provide investors with additional information regarding our results as determined by GAAP, we also disclose non-GAAP information, which we believe provides useful information to investors. Free cash flow, free cash flow as a percentage of revenue, free cash flow as a percentage of earnings from continuing operations, net debt, net capitalization, net debt to net capitalization ratio, adjusted working capital, and organic revenue growth are not financial measures under GAAP and should not be considered as a substitute for cash flows from operating activities, debt or equity, working capital or revenue as determined in accordance with GAAP, and they may not be comparable to similarly titled measures reported by other companies. We believe the net debt to net capitalization ratio and free cash flow are important measures of liquidity. Net debt to net capitalization is helpful in evaluating our capital structure and the amount of leverage we employ. Free cash flow and free cash flow ratios provide both management and investors a measurement of cash generated from operations that is available to fund acquisitions, pay dividends, repay debt and repurchase our common stock. Free cash flow as a percentage of revenue equals free cash flow divided by revenue. Free cash flow as a percentage of earnings from continuing operations equals free cash flow divided by earnings from continuing operations. We believe that reporting adjusted working capital provides a meaningful measure of liquidity by showing changes caused by operational results. We believe that reporting organic revenue growth provides a useful comparison of our revenue performance and trends between periods.

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