dov-20240201
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________ 

FORM 8-K
_______________________________ 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1, 2024
_______________________________
https://cdn.kscope.io/e3936b7213588a642668dc0db1e9ec83-Image1.jpg
DOVER CORPORATION
(Exact name of registrant as specified in its charter)
______________________________________________
Delaware1-401853-0257888
(State or other jurisdiction of incorporation) (Commission File Number)(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)
 ______________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth 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. ¨




Item 2.02 Results of Operations and Financial Condition.
 
On February 1, 2024, Dover Corporation ("Dover") issued the Press Release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended December 31, 2023.
 
The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission (the “SEC”) and shall not be deemed to be incorporated by reference into any of Dover’s filings with the SEC under the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure.

As previously announced, on February 1, 2024, Dover will hold an investor conference call and webcast at 8:30 a.m. Central time (9:30 a.m. Eastern time) to discuss its results of operations for the quarter ended December 31, 2023.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this report:

99.1 Press Release dated February 1, 2024

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
  
Date:February 1, 2024DOVER CORPORATION
 (Registrant)
   
 By:/s/ Ivonne M. Cabrera
  Ivonne M. Cabrera
  Senior Vice President, General Counsel & Secretary
   



Document

Exhibit 99.1
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Investor Contact:Media Contact:
Jack DickensAdrian Sakowicz
Senior Director - Investor RelationsVice President - Communications
(630) 743-2566(630) 743-5039
jdickens@dovercorp.comasakowicz@dovercorp.com

DOVER REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS


DOWNERS GROVE, Ill., February 1, 2024 — Dover (NYSE: DOV), a diversified global manufacturer, announced its financial results for the fourth quarter and full year ended December 31, 2023. All comparisons are to the comparable period of the prior fiscal year, unless otherwise noted.
Three Months Ended December 31,Years Ended December 31,
($ in millions, except per share data)20232022% Change20232022% Change
U.S. GAAP
Revenue$2,106 $2,139 (2)%$8,438 $8,508 (1)%
Net earnings
296 264 12 %1,057 1,065 (1)%
Diluted EPS
2.11 1.87 13 %7.52 7.42 %
Non-GAAP
Organic revenue change(3)%(1)%
Adjusted net earnings 1
345 305 13 %1,237 1,213 %
Adjusted diluted EPS2.45 2.16 13 %8.80 8.45 %

1 Q4 and full year 2023 and 2022 adjusted net earnings exclude after tax purchase accounting expenses, disposition costs and restructuring and other costs. Q4 and full year 2023 include the net income tax benefit of an internal reorganization executed in 2023, and full year 2022 excludes a reduction to income taxes previously recorded related to the Tax Cuts and Jobs Act.

For the quarter ended December 31, 2023, Dover generated revenue of $2.1 billion, a decrease of 2% (-3% organic). GAAP net earnings of $296 million increased 12%, and GAAP diluted EPS of $2.11 was up 13%. On an adjusted basis, net earnings of $345 million increased 13% and adjusted diluted EPS of $2.45 was up 13%.

For the year ended December 31, 2023, Dover generated revenue of $8.4 billion, a decrease of 1% (-1% organic). GAAP net earnings of $1.1 billion decreased 1%, and GAAP diluted EPS of $7.52 was up 1%. On an adjusted basis, net earnings of $1.2 billion increased 2%, and adjusted diluted EPS of $8.80 was up 4%.

A full reconciliation between GAAP and adjusted measures and definitions of non-GAAP and other performance measures are included as an exhibit herein.

MANAGEMENT COMMENTARY:

Dover’s President and Chief Executive Officer, Richard J. Tobin, said, “The fourth quarter market conditions and our business posture were in line with our forecasts. In the end markets where secular demand trends inflected positively, such as CO2 refrigeration systems, waste handling and precision components, we were able to capitalize on the market conditions and drive margin mix higher benefiting the consolidated portfolio in the quarter. We reduced production volumes in certain product lines in line with our mid-year forecasts in response to destocking trends that resulted from lead time normalization and higher inventory carrying costs driven by interest rate increases. We believe these proactive actions balanced channel inventories in the majority of






our markets with forecasted demand for 2024. This operating posture drove an exemplary operating cash flow performance in the quarter and positions us to match production performance with prevailing demand in the coming year.

“Our solid operational execution was complemented by active portfolio enhancement in line with the priorities we reiterated at our investor day last March. In the past few months we completed several accretive and synergistic bolt-on acquisitions that improve our revenue mix with high-growth recurring and software revenue streams. We anticipate completing the De-Sta-Co sale by the end of the first quarter. Bolstered by our proactive working capital management and margin enhancement, we enter 2024 with a strong balance sheet and ample capacity to execute against a strong acquisition pipeline and pursue opportunistic capital return strategies, as we continue our portfolio enhancement strategy.

“We have a constructive outlook for 2024. We expect demand conditions to progressively improve from the fourth quarter exit rate through the year on solid underlying end markets across most of the portfolio, supported by the recent positive year-over-year order momentum. There is significant runway in our margin improvement plan with numerous cost and performance levers available to continue driving strong margin conversion. With this backdrop, we are confident in our ability to continue to deliver long-term value creation for our shareholders through a combination of accretive top line growth, capital allocation, and portfolio enhancement.”

FULL YEAR 2024 GUIDANCE:

In 2024, Dover expects to generate GAAP EPS in the range of $7.90 to $8.10 (adjusted EPS of $8.95 to $9.15), based on full year revenue growth of 2% to 4% (1% to 3% on an organic basis).

CONFERENCE CALL INFORMATION:

Dover will host a webcast and conference call to discuss its fourth quarter and full year 2023 results at 9:30 A.M. Eastern Time (8:30 A.M. Central Time) on Thursday, February 1, 2024. The webcast can be accessed on the Dover website at dovercorporation.com. The conference call will also be made available for replay on the website. Additional information on Dover's results and its operating segments can be found on the Company's website.

ABOUT DOVER:

Dover is a diversified global manufacturer and solutions provider with annual revenue of over $8 billion. We deliver 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. Dover combines global scale with operational agility to lead the markets we serve. Recognized for our entrepreneurial approach for over 65 years, our team of over 25,000 employees takes an ownership mindset, collaborating with customers to redefine what's possible. Headquartered in Downers Grove, Illinois, Dover trades on the New York Stock Exchange under "DOV." Additional information is available at dovercorporation.com.

FORWARD-LOOKING STATEMENTS:

This press release 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. Forward-looking statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Company's control. Factors that could cause actual results to differ materially from current expectations include, among other things, 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 impact of interest rate and currency exchange rate fluctuations; the impacts of natural or human-induced disasters, acts of war, terrorism, international conflicts, and public health crises 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; our ability to realize synergies from newly acquired businesses; and our ability to derive expected benefits from restructuring, productivity initiatives and other cost reduction actions. For details on the risks and uncertainties that could cause our results to differ materially from the forward-looking statements contained herein, we refer you to the documents we file with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2022, and our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These documents are available from the Securities and Exchange Commission, and on our website, dovercorporation.com. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.




INVESTOR SUPPLEMENT - FOURTH QUARTER AND FULL YEAR 2023

DOVER CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)(in thousands, except per share data*)

Three Months Ended December 31,Years Ended December 31,
2023202220232022
Revenue$2,105,757 $2,139,181 $8,438,134 $8,508,088 
Cost of goods and services1,319,994 1,372,852 5,353,501 5,444,532 
Gross profit785,763 766,329 3,084,633 3,063,556 
Selling, general and administrative expenses431,291 413,611 1,718,290 1,684,226 
Operating earnings354,472 352,718 1,366,343 1,379,330 
Interest expense30,898 33,126 131,305 116,456 
Interest income(4,944)(1,462)(13,496)(4,430)
Other income, net(713)(2,359)(21,472)(20,201)
Earnings before provision for income taxes329,231 323,413 1,270,006 1,287,505 
Provision for income taxes32,969 59,834 213,178 222,129 
Net earnings$296,262 $263,579 $1,056,828 $1,065,376 
Net earnings per share:
Basic$2.12 $1.88 $7.56 $7.47 
Diluted$2.11 $1.87 $7.52 $7.42 
Weighted average shares outstanding:
Basic139,893140,343139,848142,681
Diluted140,586141,168140,599143,595
Dividends paid per common share$0.51 $0.505 $2.03 $2.01 
* Per share data may be impacted by rounding.
IS - 1


DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(unaudited)(in thousands)
20232022
Q1Q2Q3Q4FY 2023Q1Q2Q3Q4FY 2022
REVENUE
Engineered Products$497,549 $473,687 $504,271 $529,080 $2,004,587 $487,647 $514,436 $516,501 $525,048 $2,043,632 
Clean Energy & Fueling430,729 441,166 466,959 449,423 1,788,277 458,395 494,075 464,022 462,015 1,878,507 
Imaging & Identification283,091 271,932 276,179 285,530 1,116,732 272,255 275,951 282,371 293,238 1,123,815 
Pumps & Process Solutions413,881 465,626 431,373 444,811 1,755,691 435,195 441,127 433,558 418,355 1,728,235 
Climate & Sustainability Technologies455,325 449,001 475,911 398,345 1,778,582 399,078 434,164 462,671 441,811 1,737,724 
Intersegment eliminations(1,552)(1,326)(1,425)(1,432)(5,735)(669)(1,038)(832)(1,286)(3,825)
Total consolidated revenue$2,079,023 $2,100,086 $2,153,268 $2,105,757 $8,438,134 $2,051,901 $2,158,715 $2,158,291 $2,139,181 $8,508,088 
NET EARNINGS
Segment Earnings:
Engineered Products
$84,275 $73,076 $101,610 $118,464 $377,425 $71,130 $81,671 $90,145 $103,573 $346,519 
Clean Energy & Fueling
73,605 83,616 92,483 78,900 328,604 72,962 99,034 90,208 90,789 352,993 
Imaging & Identification68,315 61,336 70,316 72,545 272,512 58,598 61,392 74,477 73,617 268,084 
Pumps & Process Solutions 115,244 129,337 117,907 121,917 484,405 146,617 138,048 128,573 119,780 533,018 
Climate & Sustainability Technologies
73,778 76,074 84,060 71,468 305,380 53,609 64,181 75,190 61,504 254,484 
Total segment earnings415,217 423,439 466,376 463,294 1,768,326 402,916 444,326 458,593 449,263 1,755,098 
Purchase accounting
expenses 1
42,679 40,200 40,320 41,744 164,943 53,286 47,019 40,526 40,272 181,103 
Restructuring and other costs 2
14,053 18,143 12,327 19,150 63,673 10,552 7,944 8,613 11,881 38,990 
Disposition costs 3
— — — 1,302 1,302 194    194 
Corporate expense
 / other 4
40,072 33,922 30,686 45,913 150,593 37,404 27,967 27,876 42,033 135,280 
Interest expense34,214 33,804 32,389 30,898 131,305 26,552 26,989 29,789 33,126 116,456 
Interest income(2,091)(2,653)(3,808)(4,944)(13,496)(775)(949)(1,244)(1,462)(4,430)
Earnings before provision for income taxes286,290 300,023 354,462 329,231 1,270,006 275,703 335,356 353,033 323,413 1,287,505 
Provision for income taxes 5
57,716 57,784 64,709 32,969 213,178 49,550 45,738 67,007 59,834 222,129 
Net earnings$228,574 $242,239 $289,753 $296,262 $1,056,828 $226,153 $289,618 $286,026 $263,579 $1,065,376 
SEGMENT EARNINGS MARGIN
Engineered Products16.9 %15.4 %20.1 %22.4 %18.8 %14.6 %15.9 %17.5 %19.7 %17.0 %
Clean Energy & Fueling
17.1 %19.0 %19.8 %17.6 %18.4 %15.9 %20.0 %19.4 %19.7 %18.8 %
Imaging & Identification24.1 %22.6 %25.5 %25.4 %24.4 %21.5 %22.2 %26.4 %25.1 %23.9 %
Pumps & Process Solutions 27.8 %27.8 %27.3 %27.4 %27.6 %33.7 %31.3 %29.7 %28.6 %30.8 %
Climate & Sustainability Technologies
16.2 %16.9 %17.7 %17.9 %17.2 %13.4 %14.8 %16.3 %13.9 %14.6 %
Total segment earnings margin20.0 %20.2 %21.7 %22.0 %21.0 %19.6 %20.6 %21.2 %21.0 %20.6 %
1 Purchase accounting expenses are primarily comprised of amortization of intangible assets and charges related to fair value step-ups for acquired inventory sold during the period.
2 Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges.
3 Q4 and FY 2023 disposition costs relate to the sale of De-Sta-Co which is expected to close in Q1 2024. Q1 and FY 2022 represents working capital adjustments related to the disposition of Unified Brands and the Race Winning Brands equity method investment in Q4 2021.
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.
5 Q4 and FY 2023 include the net income tax benefit of internal reorganizations executed in 2023. Q2 and FY 2022 include a reduction to income taxes previously recorded related to the Tax Cuts and Jobs Act.

IS - 2


DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)(in thousands, except per share data*)
Earnings Per Share
20232022
Q1Q2Q3Q4FY 2023Q1Q2Q3Q4FY 2022
Net earnings per share:
Basic$1.64 $1.73 $2.07 $2.12 $7.56 $1.57 $2.01 $2.01 $1.88 $7.47 
Diluted$1.63 $1.72 $2.06 $2.11 $7.52 $1.56 $2.00 $2.00 $1.87 $7.42 
Net earnings and weighted average shares used in calculated earnings per share amounts are as follows:
Net earnings$228,574 $242,239 $289,753 $296,262 $1,056,828 $226,153 $289,618 $286,026 $263,579 $1,065,376 
Weighted average shares outstanding:
Basic139,757 139,862 139,878 139,893 139,848 144,087 143,832 142,506 140,343 142,681 
Diluted140,616 140,578 140,615 140,586 140,599 145,329 144,669 143,257 141,168 143,595 
* Per share data may be impacted by rounding.




















































IS - 3


DOVER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)(in thousands)
December 31, 2023December 31, 2022
Assets:
Cash and cash equivalents$398,561 $380,868 
Receivables, net
1,432,040 1,516,871 
Inventories, net1,225,452 1,366,608 
Prepaid and other current assets141,538 159,118 
Assets held for sale192,644 — 
Property, plant and equipment, net1,031,816 1,004,825 
Goodwill4,881,687 4,669,494 
Intangible assets, net1,483,913 1,333,735 
Other assets and deferred charges560,862 465,000 
Total assets$11,348,513 $10,896,519 
Liabilities and Stockholders' Equity:
Short-term borrowings$468,282 $735,772 
Payables, accrued expenses and other current liabilities1,880,920 2,037,502 
Liabilities held for sale64,568 — 
Deferred taxes and other non-current liabilities 836,379 894,366 
Long-term debt2,991,759 2,942,513 
Stockholders' equity5,106,605 4,286,366 
Total liabilities and stockholders' equity$11,348,513 $10,896,519 

IS - 4


DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)(in thousands)
Years Ended December 31,
20232022
Operating activities:
Net earnings$1,056,828 $1,065,376 
Depreciation and amortization317,463 307,538 
Stock-based compensation31,465 30,821 
Contributions to employee benefit plans(16,098)(12,890)
Net change in assets and liabilities(53,313)(585,121)
Net cash provided by operating activities1,336,345 805,724 
Investing activities:
Additions to property, plant and equipment(192,592)(220,962)
Acquisitions, net of cash and cash equivalents acquired
(533,623)(312,855)
Proceeds from the sale of property, plant and equipment4,234 6,061 
Other(4,649)(13,168)
Net cash used in investing activities(726,630)(540,924)
Financing activities:
Change in commercial paper and other short-term borrowings, net(267,490)629,891 
Dividends paid to stockholders
(284,297)(287,551)
Repurchase of common stock, including accelerated share repurchase program— (585,000)
Payments to settle employee tax obligations on exercise of share-based awards(12,137)(14,637)
Other(4,132)(2,968)
Net cash used in financing activities(568,056)(260,265)
Effect of exchange rate changes on cash and cash equivalents
(6,666)(9,171)
Net increase (decrease) in cash and cash equivalents, including cash held for sale
34,993 (4,636)
Cash and cash equivalents at beginning of year
380,868 385,504 
Cash and cash equivalents, including cash held for sale at end of year
$415,861 $380,868 


Years Ended December 31,
20232022
Cash and cash equivalents$398,561 $380,868 
Cash and cash equivalents held for sale 17,300 — 
Cash and cash equivalents, including cash held for sale$415,861 $380,868 











IS - 5


DOVER CORPORATION
QUARTERLY ADJUSTED SEGMENT EBITDA (NON-GAAP)
(unaudited)(in thousands)
Non-GAAP Reconciliations
20232022
Q1Q2Q3Q4FY 2023Q1Q2Q3Q4FY 2022
ADJUSTED SEGMENT EBITDA
Engineered Products:
Segment earnings$84,275 $73,076 $101,610 $118,464 $377,425 $71,130 $81,671 $90,145 $103,573 $346,519 
Other depreciation and amortization 1
7,070 7,300 7,306 6,397 28,073 7,274 6,799 6,819 6,853 27,745 
Adjusted segment EBITDA 2
91,345 80,376 108,916 124,861 405,498 78,404 88,470 96,964 110,426 374,264 
Adjusted segment EBITDA margin 2
18.4 %17.0 %21.6 %23.6 %20.2 %16.1 %17.2 %18.8 %21.0 %18.3 %
Clean Energy & Fueling:
Segment earnings$73,605 $83,616 $92,483 $78,900 $328,604 $72,962 $99,034 $90,208 $90,789 $352,993 
Other depreciation and amortization 1
7,046 7,541 7,686 7,844 30,117 8,466 6,533 6,893 6,923 28,815 
Adjusted segment EBITDA 2
80,651 91,157 100,169 86,744 358,721 81,428 105,567 97,101 97,712 381,808 
Adjusted segment EBITDA margin 2
18.7 %20.7 %21.5 %19.3 %20.1 %17.8 %21.4 %20.9 %21.1 %20.3 %
Imaging & Identification:
Segment earnings$68,315 $61,336 $70,316 $72,545 $272,512 $58,598 $61,392 $74,477 $73,617 $268,084 
Other depreciation and amortization 1
3,394 3,745 3,972 4,182 15,293 3,497 3,496 3,372 3,820 14,185 
Adjusted segment EBITDA 2
71,709 65,081 74,288 76,727 287,805 62,095 64,888 77,849 77,437 282,269 
Adjusted segment EBITDA margin 2
25.3 %23.9 %26.9 %26.9 %25.8 %22.8 %23.5 %27.6 %26.4 %25.1 %
Pumps & Process Solutions:
Segment earnings$115,244 $129,337 $117,907 $121,917 $484,405 $146,617 $138,048 $128,573 $119,780 $533,018 
Other depreciation and amortization 1
10,939 11,609 12,052 11,744 46,344 9,922 9,787 10,137 10,993 40,839 
Adjusted segment EBITDA 2
126,183 140,946 129,959 133,661 530,749 156,539 147,835 138,710 130,773 573,857 
Adjusted segment EBITDA margin 2
30.5 %30.3 %30.1 %30.0 %30.2 %36.0 %33.5 %32.0 %31.3 %33.2 %
Climate & Sustainability Technologies:
Segment earnings$73,778 $76,074 $84,060 $71,468 $305,380 $53,609 $64,181 $75,190 $61,504 $254,484 
Other depreciation and amortization 1
6,624 6,895 6,954 7,084 27,557 6,495 6,443 6,736 6,530 26,204 
Adjusted segment EBITDA 2
80,402 82,969 91,014 78,552 332,937 60,104 70,624 81,926 68,034 280,688 
Adjusted segment EBITDA margin 2
17.7 %18.5 %19.1 %19.7 %18.7 %15.1 %16.3 %17.7 %15.4 %16.2 %
Total Segments:
Total segment earnings 2, 3
$415,217 $423,439 $466,376 $463,294 $1,768,326 $402,916 $444,326 $458,593 $449,263 $1,755,098 
Other depreciation and amortization 1
35,073 37,090 37,970 37,251 147,384 35,654 33,058 33,957 35,119 137,788 
Total Adjusted segment EBITDA 2
450,290 460,529 504,346 500,545 1,915,710 438,570 477,384 492,550 484,382 1,892,886 
Total Adjusted segment EBITDA margin 2
21.7 %21.9 %23.4 %23.8 %22.7 %21.4 %22.1 %22.8 %22.6 %22.2 %
1 Other depreciation and amortization relates to property, plant, and equipment and intangibles, and excludes amounts related to purchase accounting expenses and restructuring and other costs.
2 Refer to Non-GAAP Disclosures section for definition.
3 Refer to Quarterly Segment Information section for reconciliation of total segment earnings to net earnings.
IS - 6



DOVER CORPORATION
QUARTERLY ADJUSTED EARNINGS AND ADJUSTED EARNINGS PER SHARE (NON-GAAP)
(unaudited)(in thousands, except per share data*)

Non-GAAP Reconciliations
20232022
Q1Q2Q3Q4FY 2023Q1Q2Q3Q4FY 2022
Adjusted net earnings:
Net earnings$228,574 $242,239 $289,753 $296,262 $1,056,828 $226,153 $289,618 $286,026 $263,579 $1,065,376 
Purchase accounting expenses, pre-tax 1
42,679 40,200 40,320 41,744 164,943 53,286 47,019 40,526 40,272 181,103 
Purchase accounting expenses, tax impact 2
(9,599)(9,012)(8,966)(9,143)(36,720)(12,538)(11,013)(9,494)(8,689)(41,734)
Restructuring and other costs, pre-tax 3
14,053 18,143 12,327 19,150 63,673 10,552 7,944 8,613 11,881 38,990 
Restructuring and other costs, tax impact 2
(2,990)(3,665)(2,556)(3,970)(13,181)(2,191)(1,803)(1,921)(2,311)(8,226)
Disposition costs, pre-tax 4
— — — 1,302 1,302 194 — — — 194 
Disposition costs, tax impact 2
— — — (270)(270)(27)— — — (27)
Tax Cuts and Jobs Act 5
— — — —  — (22,579)— — (22,579)
Adjusted net earnings
$272,717 $287,905 $330,878 $345,075 $1,236,575 $275,429 $309,186 $323,750 $304,732 $1,213,097 
Adjusted diluted net earnings per share:
Diluted net earnings per share$1.63 $1.72 $2.06 $2.11 $7.52 $1.56 $2.00 $2.00 $1.87 $7.42 
Purchase accounting expenses, pre-tax 1
0.30 0.29 0.29 0.30 1.18 0.37 0.33 0.28 0.29 1.27 
Purchase accounting expenses, tax impact 2
(0.07)(0.06)(0.06)(0.07)(0.26)(0.09)(0.08)(0.07)(0.06)(0.30)
Restructuring and other costs, pre-tax 3
0.10 0.13 0.09 0.14 0.46 0.07 0.05 0.06 0.08 0.26 
Restructuring and other costs, tax impact 2
(0.02)(0.03)(0.02)(0.03)(0.10)(0.02)(0.01)(0.01)(0.02)(0.06)
Disposition costs, pre-tax 4
— — — 0.01 0.01 — — — —  
Disposition costs, tax impact 2
— — — —  — — — —  
Tax Cuts and Jobs Act 5
— — — —  — (0.16)— — (0.16)
Adjusted diluted net earnings per share
$1.94 $2.05 $2.35 $2.45 $8.80 $1.90 $2.14 $2.26 $2.16 $8.45 
1 Purchase accounting expenses are primarily comprised of amortization of intangible assets and charges related to fair value step-ups for acquired inventory sold during the period. Q1, Q2, and FY 2022 include $12,487, $7,158, and $19,869 of amortization of inventory step-up, respectively, primarily related to the Q4 2021 acquisitions within our Clean Energy & Fueling segment.
2 Adjustments were tax effected using the statutory tax rates in the applicable jurisdictions or the effective tax rate, where applicable, for each period.
3 Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges. Q3 and FY 2023 include $3,302 of non-cash asset impairment charges for our Climate & Sustainability Technologies segment. Q1 and FY 2022 include $5,457 of non-cash foreign currency translation losses reclassified to earnings included within restructuring and other costs and $2,117 related to write-off of assets due to an exit from certain Latin America countries for our Climate & Sustainability Technologies segment.
4 Q4 and FY 2023 disposition costs relate to the sale of De-Sta-Co which is expected to close in Q1 2024. Q1 and FY 2022 represents working capital adjustments related to the disposition of Unified Brands and the Race Winning Brands equity method investment in Q4 2021.
5 Q2 and FY 2022 represent a reduction to income taxes previously recorded related to the Tax Cuts and Jobs Act.
* Per share data and totals may be impacted by rounding.
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DOVER CORPORATION
QUARTERLY NET EARNINGS TO ADJUSTED SEGMENT EBITDA RECONCILIATION (NON-GAAP)
(unaudited)(in thousands)
Non-GAAP Reconciliations
20232022
Q1Q2Q3Q4FY 2023Q1Q2Q3Q4FY 2022
Net earnings$228,574 $242,239 $289,753 $296,262 $1,056,828 $226,153 $289,618 $286,026 $263,579 $1,065,376 
Provision for income taxes 1
57,716 57,784 64,709 32,969 213,178 49,550 45,738 67,007 59,834 222,129 
Earnings before provision for income taxes286,290 300,023 354,462 329,231 1,270,006 275,703 335,356 353,033 323,413 1,287,505 
Interest income(2,091)(2,653)(3,808)(4,944)(13,496)(775)(949)(1,244)(1,462)(4,430)
Interest expense34,214 33,804 32,389 30,898 131,305 26,552 26,989 29,789 33,126 116,456 
Corporate expense / other 2
40,072 33,922 30,686 45,913 150,593 37,404 27,967 27,876 42,033 135,280 
Disposition costs 3
— — — 1,302 1,302 194 — — — 194 
Restructuring and other costs 4
14,053 18,143 12,327 19,150 63,673 10,552 7,944 8,613 11,881 38,990 
Purchase accounting expenses 5
42,679 40,200 40,320 41,744 164,943 53,286 47,019 40,526 40,272 181,103 
Total segment earnings 6
415,217 423,439 466,376 463,294 1,768,326 402,916 444,326 458,593 449,263 1,755,098 
Add: Other depreciation and amortization 7
35,073 37,090 37,970 37,251 147,384 35,654 33,058 33,957 35,119 137,788 
Total adjusted segment EBITDA 6
$450,290 $460,529 $504,346 $500,545 $1,915,710 $438,570 $477,384 $492,550 $484,382 $1,892,886 
1 Q4 and FY 2023 include the net income tax benefit of internal reorganizations executed in 2023. Q2 and FY 2022 include a reduction to income taxes previously recorded related to the Tax Cuts and Jobs Act.
2 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.
3 Q4 and FY 2023 disposition costs relate to the sale of De-Sta-Co which is expected to close in Q1 2024. Q1 and FY 2022 represents working capital adjustments related to the disposition of Unified Brands and the Race Winning Brands equity method investment in Q4 2021.
4 Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges.
5 Purchase accounting expenses are primarily comprised of amortization of intangible assets and charges related to fair value step-ups for acquired inventory sold during the period.
6 Refer to Non-GAAP Disclosures section for definition.
7 Other depreciation and amortization relates to property, plant, and equipment and intangibles, and excludes amounts related to purchase accounting expenses and restructuring and other costs.
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DOVER CORPORATION
REVENUE GROWTH FACTORS AND ADJUSTED EPS GUIDANCE RECONCILIATIONS (NON-GAAP)
(unaudited)(in thousands, except per share data*)

Non-GAAP Reconciliations

Revenue Growth Factors
2023
Q1Q2Q3Q4Q4 YTD
Organic
Engineered Products3.4 %(7.7)%(3.0)%— %(1.9)%
Clean Energy & Fueling
(2.6)%(9.3)%(0.2)%(3.5)%(4.0)%
Imaging & Identification8.2 %0.3 %(3.6)%(3.5)%0.2 %
Pumps & Process Solutions(7.1)%0.9 %(7.3)%0.5 %(3.3)%
Climate & Sustainability Technologies
16.2 %4.0 %1.8 %(10.9)%2.4 %
Total Organic2.9 %(3.0)%(2.4)%(3.4)%(1.5)%
Acquisitions0.9 %0.9 %1.0 %0.9 %0.9 %
Currency translation(2.5)%(0.6)%1.2 %0.9 %(0.2)%
Total*1.3 %(2.7)%(0.2)%(1.6)%(0.8)%
* Totals may be impacted by rounding.
2023
Q1Q2Q3Q4Q4 YTD
Organic
United States2.6 %(8.6)%(7.3)%1.7 %(3.0)%
Other Americas16.8 %13.9 %13.1 %(22.5)%3.4 %
Europe(0.3)%(0.9)%(5.2)%(16.1)%(5.7)%
Asia (3.9)%1.9 %(3.4)%4.9 %(0.2)%
Other20.8 %33.0 %72.8 %26.8 %38.5 %
Total Organic2.9 %(3.0)%(2.4)%(3.4)%(1.5)%
Acquisitions0.9 %0.9 %1.0 %0.9 %0.9 %
Currency translation(2.5)%(0.6)%1.2 %0.9 %(0.2)%
Total*1.3 %(2.7)%(0.2)%(1.6)%(0.8)%
* Totals may be impacted by rounding.

Adjusted EPS Guidance Reconciliation
2023 Actual2024 Guidance
Adjusted net earnings per share*:
Net earnings (GAAP)$7.52 
$7.90 - $8.10
Purchase accounting expenses, net0.92 0.98 
Restructuring and other costs, net0.36 0.07 
Adjusted net earnings per share (Non-GAAP)$8.80 
$8.95 - $9.15
* Per share data and totals may be impacted by rounding.











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DOVER CORPORATION
PERFORMANCE MEASURES
(unaudited)(in thousands)
20232022
Q1Q2Q3Q4FY 2023Q1Q2Q3Q4FY 2022
BOOKINGS
Engineered Products$536,472 $489,131 $576,641 $494,528 $2,096,772 $541,035 $452,668 $512,374 $498,249 $2,004,326 
Clean Energy & Fueling
454,526 440,137 449,663 401,195 1,745,521 501,491 487,861 432,259 399,414 1,821,025 
Imaging & Identification290,712 262,092 271,113 297,312 1,121,229 307,104 292,136 281,789 273,170 1,154,199 
Pumps & Process Solutions464,297 394,317 363,111 455,390 1,677,115 459,790 471,693 415,253 362,468 1,709,204 
Climate & Sustainability Technologies1
371,643 310,911 340,474 325,625 1,348,653 430,465 458,181 404,150 377,120 1,669,916 
Intersegment eliminations(1,530)(1,918)(849)(2,125)(6,422)(2,295)(1,207)(423)(1,391)(5,316)
Total consolidated bookings$2,116,120 $1,894,670 $2,000,153 $1,971,925 $7,982,868 $2,237,590 $2,161,332 $2,045,402 $1,909,030 $8,353,354 
1 For comparability, prior periods were revised to exclude non-binding orders and previously disclosed de-bookings. Refer to Performance Measures Definitions section.

2023
Q1Q2Q3Q4Q4 YTD
BOOKINGS GROWTH FACTORS
Organic
Engineered Products0.9 %8.4 %11.6 %(1.6)%4.7 %
Clean Energy & Fueling
(6.1)%(8.4)%3.5 %(0.1)%(3.1)%
Imaging & Identification(1.8)%(8.5)%(5.4)%7.7 %(2.1)%
Pumps & Process Solutions(1.2)%(19.4)%(15.6)%22.6 %(4.7)%
Climate & Sustainability Technologies1
(11.6)%(31.5)%(16.8)%(14.8)%(19.1)%
Total Organic(3.9)%(12.2)%(3.5)%2.0 %(4.6)%
Acquisitions1.0 %0.7 %0.3 %0.4 %0.6 %
Currency translation(2.5)%(0.8)%1.0 %0.9 %(0.4)%
Total*(5.4)%(12.3)%(2.2)%3.3 %(4.4)%
* Totals may be impacted by rounding.
1 For comparability, prior periods were revised to exclude non-binding orders and previously disclosed de-bookings. Refer to Performance Measures Definitions section.

IS - 10


ADDITIONAL INFORMATION
FOURTH QUARTER AND FULL YEAR 2023
(unaudited)(amounts in thousands except share data and where otherwise indicated)
Acquisitions

During the fourth quarter of 2023, the Company completed the acquisition of FW Murphy Production Controls, LLC, within the Pumps & Process Solutions segment for $526.5 million, subject to customary post-closing adjustments.

For the full year 2023, the Company acquired two businesses in separate transactions for total consideration of $535.3 million, net of cash acquired and including contingent consideration. The businesses were acquired to complement and expand upon existing operations within the Pumps & Process Solutions and Climate & Sustainability Technologies segments. The purchase price allocations for these acquisitions are preliminary and subject to change during the measurement period.

Dispositions

On October 11, 2023 the Company entered into a definitive agreement to sell De-Sta-Co, an operating company within the Engineered Products segment, for approximately $680.0 million enterprise value, subject to customary post-closing adjustments. De-Sta-Co's assets and liabilities are classified as held for sale in the condensed consolidated balance sheets as of December 31, 2023. The transaction is expected to close in Q1 2024, subject to customary closing conditions, including receipt of regulatory approvals.

Restructuring and Other Costs (Benefits)

During the fourth quarter and year ended December 31, 2023, restructuring and other costs (benefits) included restructuring charges of $16.6 million and $50.4 million, respectively, and other costs of $2.5 million and $13.2 million, respectively. The restructuring expenses incurred during the year ended December 31, 2023 were primarily related to headcount reductions and exit costs in the Clean Energy & Fueling, Engineered Products and Pumps & Process Solutions segments. These restructuring programs were initiated in 2022 and 2023 and were undertaken in light of current market conditions. Other costs (benefits) 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.

($ in millions)20232022
Q4FYQ4FY
Engineered Products$3.5 $9.8 $0.5 $6.5 
Clean Energy & Fueling
5.6 24.7 4.8 9.6 
Imaging & Identification4.8 7.1 2.9 6.4 
Pumps & Process Solutions1.5 7.9 2.0 4.7 
Climate & Sustainability Technologies
2.1 9.3 0.9 9.3 
Corporate1.6 4.9 0.8 2.6 
Total*$19.2 $63.7 $11.9 $39.0 
* Totals may be impacted by rounding.


Tax Rate

The effective tax rate was 10.0% and 18.5% for the fourth quarters of 2023 and 2022, respectively. On a full year basis, the effective tax rate for 2023 and 2022 was 16.8% and 17.3%, respectively. The 2023 tax rate was primarily driven by the release of a net valuation allowance against non-U.S. tax loss carryforwards mainly related to an internal reorganization, partially offset by an accrual of withholding taxes on current and future repatriation of certain foreign earnings. The 2022 tax rate was primarily driven by favorable audit resolutions, including a reduction to income taxes previously recorded related to the Tax Cut and Jobs Act.


IS - 11


ADDITIONAL INFORMATION (CONTINUED)
FOURTH QUARTER AND FULL YEAR 2023
(unaudited)(amounts in thousands except share data and where otherwise indicated)

Capitalization

The following table provides a reconciliation of total debt and net debt to net capitalization to the most directly comparable GAAP measures:

Net Debt to Net Capitalization Ratio (Non-GAAP)December 31, 2023December 31, 2022
Commercial paper$467,600 $734,936 
Other682 836 
Short-term borrowings$468,282 $735,772 
Long-term debt2,991,759 2,942,513 
Total debt3,460,041 3,678,285 
Less: Cash and cash equivalents, including cash held for sale
(415,861)(380,868)
Net debt3,044,180 3,297,417 
Add: Stockholders' equity5,106,605 4,286,366 
Net capitalization$8,150,785 $7,583,783 
Net debt to net capitalization37.3 %43.5 %

Quarterly Cash Flow
20232022
Q1Q2Q3Q4FY 2023Q1Q2Q3Q4FY 2022
Net Cash Flows Provided By (Used In):
Operating activities$241,284 $195,254 $383,457 $516,350 $1,336,345 $23,683 $178,773 $264,625 $338,643 $805,724 
Investing activities(43,556)(42,454)(50,243)(590,377)(726,630)(46,963)(68,890)(286,208)(138,863)(540,924)
Financing activities(306,565)(137,924)(312,716)189,149 (568,056)(75,204)120,469 (178,844)(126,686)(260,265)

Quarterly Free Cash Flow (Non-GAAP)
20232022
Q1Q2Q3Q4FY 2023Q1Q2Q3Q4FY 2022
Cash flow from operating activities$241,284 $195,254 $383,457 $516,350 $1,336,345 $23,683 $178,773 $264,625 $338,643 $805,724 
Less: Capital expenditures(48,375)(40,079)(43,128)(61,010)(192,592)(50,381)(50,196)(65,462)(54,923)(220,962)
Free cash flow $192,909 $155,175 $340,329 $455,340 $1,143,753 $(26,698)$128,577 $199,163 $283,720 $584,762 
Cash flow from operating activities as a percentage of revenue11.6 %9.3 %17.8 %24.5 %15.8 %1.2 %8.3 %12.3 %15.8 %9.5 %
Cash flow from operating activities as a percentage of adjusted net earnings88.5 %67.8 %115.9 %149.6 %108.1 %8.6 %57.8 %81.7 %111.1 %66.4 %
Free cash flow as a percentage of revenue9.3 %7.4 %15.8 %21.6 %13.6 %(1.3)%6.0 %9.2 %13.3 %6.9 %
Free cash flow as a percentage of adjusted net earnings 70.7 %53.9 %102.9 %132.0 %92.5 %(9.7)%41.6 %61.5 %93.1 %48.2 %



IS - 12


Non-GAAP Measures Definitions

In an effort to provide investors with additional information regarding our results as determined by GAAP, management also discloses non-GAAP information that management believes provides useful information to investors. Adjusted net earnings, adjusted diluted net earnings per share, total segment earnings, total segment earnings margin, adjusted segment EBITDA, adjusted segment EBITDA margin, free cash flow, free cash flow as a percentage of revenue, free cash flow as a percentage of adjusted net earnings, net debt, net capitalization, net debt to net capitalization ratio, and organic revenue growth are not financial measures under GAAP and should not be considered as a substitute for net earnings, diluted net earnings per share, cash flows from operating activities, or revenue as determined in accordance with GAAP, and they may not be comparable to similarly titled measures reported by other companies. 

Adjusted net earnings represents net earnings adjusted for the effect of purchase accounting expenses, restructuring and other costs/benefits, Tax Cuts and Jobs Act, disposition costs and gain/loss on dispositions. Purchase accounting expenses are primarily comprised of amortization of intangible assets and charges related to fair value step-ups for acquired inventory sold during the period. We exclude after-tax purchase accounting expenses because the amount and timing of such charges are significantly impacted by the timing, size, number and nature of the acquisitions the Company consummates. While we have a history of acquisition activity, our acquisitions do not happen in a predictive cycle. Exclusion of purchase accounting expenses facilitates more consistent comparisons of operating results over time. We believe it is important to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation. We exclude the other items because they occur for reasons that may be unrelated to the Company's commercial performance during the period and/or management believes they are not indicative of the Company's ongoing operating costs or gains in a given period.

Adjusted diluted net earnings per share or adjusted earnings per share represent diluted EPS adjusted for the effect of purchase accounting expenses, restructuring and other costs/benefits, Tax Cuts and Jobs Act, disposition costs and gain/loss on dispositions.

Total segment earnings is defined as the sum of earnings before purchase accounting expenses, restructuring and other costs/benefits, disposition costs, gain/loss on dispositions, corporate expenses/other, interest expense, interest income and provision for income taxes for all segments. Total segment earnings margin is defined as total segment earnings divided by revenue.

Adjusted segment EBITDA is defined as segment earnings plus other depreciation and amortization expense, which relates to property, plant, and equipment and intangibles, and excludes amounts related to purchase accounting expenses and restructuring and other costs/benefits. Adjusted segment EBITDA margin is defined as adjusted segment EBITDA divided by revenue.

Management believes the non-GAAP measures above are useful to investors to better understand the Company’s ongoing profitability as they will better reflect the Company's core operating results, offer more transparency and facilitate easier comparability to prior and future periods and to its peers.

Net debt represents total debt minus cash and cash equivalents, including cash held for sale. Net capitalization represents net debt plus stockholders' equity. Net debt to net capitalization ratio is net debt divided by net capitalization. Net debt to net capitalization is helpful in evaluating our capital structure and the amount of leverage we employ.

Free cash flow represents net cash provided by operating activities minus capital expenditures. Free cash flow as a percentage of revenue equals free cash flow divided by revenue. Free cash flow as a percentage of adjusted net earnings equals free cash flow divided by adjusted net earnings. Management believes that free cash flow and free cash flow ratios are important measures of liquidity because they provide management and investors a measurement of cash generated from operations that is available for mandatory payment obligations and investment opportunities, such as funding acquisitions, paying dividends, repaying debt and repurchasing our common stock.

Management believes that reporting organic revenue growth, which excludes the impact of foreign currency exchange rates and the impact of acquisitions and dispositions, provides a useful comparison of our revenue and trends between periods. We do not provide a reconciliation of forward-looking organic revenue to the most directly comparable GAAP financial measure pursuant to the exception provided in Item 10(e)(1)(i)(B) of Regulation S-K because we are not able to provide a meaningful or accurate compilation of reconciling items. This is due to the inherent difficulty in accurately forecasting the timing and amounts of the items that would be excluded from the most directly comparable GAAP financial measure or are out of our control. For the same reasons, we are unable to address the probable significance of unavailable information which may be material.

IS - 13


Performance Measures Definitions

Bookings represent total orders received from customers in the current reporting period and now exclude de-bookings. 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 order trends.

We use the above 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.
IS - 14