dov-20240425
0000029905falseDOVER Corp00000299052024-04-252024-04-250000029905us-gaap:CommonStockMember2024-04-252024-04-250000029905dov:A1250NotesDue2026Member2024-04-252024-04-250000029905dov:A0750NotesDue2027Member2024-04-252024-04-25


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): April 25, 2024
_______________________________
https://cdn.kscope.io/1b68994d85d06d46f873ff0f995743ad-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 April 25, 2024, Dover Corporation ("Dover") issued the Press Release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended March 31, 2024.
 
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 April 25, 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 March 31, 2024.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this report:

99.1 Press Release dated April 25, 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:April 25, 2024DOVER CORPORATION
 (Registrant)
   
 By:/s/ Ivonne M. Cabrera
  Ivonne M. Cabrera
  Senior Vice President, General Counsel & Secretary
   



Document

Exhibit 99.1
https://cdn.kscope.io/1b68994d85d06d46f873ff0f995743ad-doverlogoa.jpg
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 FIRST QUARTER 2024 RESULTS


DOWNERS GROVE, Ill., April 25, 2024 — Dover (NYSE: DOV), a diversified global manufacturer, announced its financial results for the first quarter ended March 31, 2024. All comparisons are to the comparable period of the prior fiscal year, unless otherwise noted.
Three Months Ended March 31,
($ in millions, except per share data)20242023
% Change*
U.S. GAAP
Revenue$2,094 $2,079 %
Net earnings
632 229 177 %
Diluted EPS
4.52 1.63 177 %
Non-GAAP
Organic revenue change(1)%
Adjusted net earnings 1
273 273 — %
Adjusted diluted EPS1.95 1.94 %

1 Q1 2024 and 2023 adjusted net earnings exclude after tax purchase accounting expenses and restructuring and other costs. Q1 2024 also excludes the after tax gain on the sale of De-Sta-Co.
* Change may be impacted by rounding.

For the quarter ended March 31, 2024, Dover generated revenue of $2.1 billion, an increase of 1% (-1% organic). GAAP net earnings of $632 million increased 177%, and GAAP diluted EPS of $4.52 was up 177%. On an adjusted basis, net earnings of $273 million was approximately flat and adjusted diluted EPS of $1.95 was up 1%.

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, "Dover’s first quarter results were in line with our expectations. We are particularly pleased with the success of our organic growth platforms, as well as the order trends in the quarter, which validate the aggressive working capital posture we adopted in 2023. Order momentum in the quarter was strong and broad-based, particularly in our shorter-cycle end markets, building off the prior year exit rate and bolstering confidence in our full year outlook. Strong growth in several key markets and improving performance in biopharma components set us up for favorable sequential margin mix over the balance of the year.

“We remained active in portfolio management and productive capital deployment. During the quarter we completed two synergistic bolt-on acquisitions in our Clean Energy and Fueling segment adding attractive digital and recurring revenue streams to our car wash and retail fueling platforms. We launched a $500 million accelerated share repurchase program returning excess capital to






shareholders. Our continued strong cash flow generation, together with proceeds from the recently closed De-Sta-Co divestiture, provide ample capacity for further capital deployment in 2024.

“We are off to a solid start in 2024, and the setup for the remainder of the year is encouraging. Our order rate momentum and healthy underlying demand conditions across the portfolio support the outlook for continued volume and profit improvement through the year. We are narrowing our full year adjusted EPS guidance to the higher end of the range, and will further evaluate our full year targets as the year progresses should present demand trends continue.”

FULL YEAR 2024 GUIDANCE:

In 2024, Dover expects to generate GAAP EPS in the range of $10.78 to $10.93 (adjusted EPS of $9.00 to $9.15), based on full year revenue growth of 2% to 4% (1% to 3% on an organic basis). Full year GAAP EPS includes the gain on sale of De-Sta-Co.

CONFERENCE CALL INFORMATION:

Dover will host a webcast and conference call to discuss its first quarter results at 9:30 A.M. Eastern Time (8:30 A.M. Central Time) on Thursday, April 25, 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 approximately 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."

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, 2023, 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 - FIRST QUARTER 2024

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

Three Months Ended March 31,
20242023
Revenue$2,093,941 $2,079,023 
Cost of goods and services1,336,686 1,332,004 
Gross profit757,255 747,019 
Selling, general and administrative expenses463,124 432,414 
Operating earnings294,131 314,605 
Interest expense36,365 34,214 
Interest income(4,757)(2,091)
Gain on disposition
(529,943)— 
Other income, net(6,416)(3,808)
Earnings before provision for income taxes798,882 286,290 
Provision for income taxes166,661 57,716 
Net earnings$632,221 $228,574 
Net earnings per share:
Basic$4.55 $1.64 
Diluted$4.52 $1.63 
Weighted average shares outstanding:
Basic139,051139,757
Diluted139,869140,616
Dividends paid per common share$0.510 $0.505 
* Per share data may be impacted by rounding.
IS - 1


DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(unaudited)(in thousands)
20242023
Q1Q1Q2Q3Q4FY 2023
REVENUE
Engineered Products$543,140 $497,549 $473,687 $504,271 $529,080 $2,004,587 
Clean Energy & Fueling445,053 430,729 441,166 466,959 449,423 1,788,277 
Imaging & Identification276,806 283,091 271,932 276,179 285,530 1,116,732 
Pumps & Process Solutions465,729 413,881 465,626 431,373 444,811 1,755,691 
Climate & Sustainability Technologies364,292 455,325 449,001 475,911 398,345 1,778,582 
Intersegment eliminations(1,079)(1,552)(1,326)(1,425)(1,432)(5,735)
Total consolidated revenue$2,093,941 $2,079,023 $2,100,086 $2,153,268 $2,105,757 $8,438,134 
NET EARNINGS
Segment Earnings:
Engineered Products $103,969 $84,275 $73,076 $101,610 $118,464 $377,425 
Clean Energy & Fueling
69,675 73,605 83,616 92,483 78,900 328,604 
Imaging & Identification69,959 68,315 61,336 70,316 72,545 272,512 
Pumps & Process Solutions 118,737 115,244 129,337 117,907 121,917 484,405 
Climate & Sustainability Technologies
50,759 73,778 76,074 84,060 71,468 305,380 
Total segment earnings413,099 415,217 423,439 466,376 463,294 1,768,326 
Purchase accounting
expenses 1
45,551 42,679 40,200 40,320 41,744 164,943 
Restructuring and other costs 2
24,684 14,053 18,143 12,327 19,150 63,673 
Disposition costs 3
— —   1,302 1,302 
Gain on disposition 4
(529,943)—     
Corporate expense
 / other 5
42,317 40,072 33,922 30,686 45,913 150,593 
Interest expense36,365 34,214 33,804 32,389 30,898 131,305 
Interest income(4,757)(2,091)(2,653)(3,808)(4,944)(13,496)
Earnings before provision for income taxes798,882 286,290 300,023 354,462 329,231 1,270,006 
Provision for income taxes 6
166,661 57,716 57,784 64,709 32,969 213,178 
Net earnings$632,221 $228,574 $242,239 $289,753 $296,262 $1,056,828 
SEGMENT EARNINGS MARGIN
Engineered Products19.1 %16.9 %15.4 %20.1 %22.4 %18.8 %
Clean Energy & Fueling
15.7 %17.1 %19.0 %19.8 %17.6 %18.4 %
Imaging & Identification25.3 %24.1 %22.6 %25.5 %25.4 %24.4 %
Pumps & Process Solutions 25.5 %27.8 %27.8 %27.3 %27.4 %27.6 %
Climate & Sustainability Technologies
13.9 %16.2 %16.9 %17.7 %17.9 %17.2 %
Total segment earnings margin19.7 %20.0 %20.2 %21.7 %22.0 %21.0 %
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 Q4 and FY 2023 disposition costs relate to the sale of De-Sta-Co.
4 Gain on disposition due to the sale of De-Sta-Co in the Engineered Products segment.
5 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.
6 Q4 and FY 2023 include the net income tax benefit of internal reorganizations executed in 2023.

IS - 2


DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)(in thousands, except per share data*)
Earnings Per Share
20242023
Q1Q1Q2Q3Q4FY 2023
Net earnings per share:
Basic$4.55 $1.64 $1.73 $2.07 $2.12 $7.56 
Diluted$4.52 $1.63 $1.72 $2.06 $2.11 $7.52 
Net earnings and weighted average shares used in calculated earnings per share amounts are as follows:
Net earnings$632,221 $228,574 $242,239 $289,753 $296,262 $1,056,828 
Weighted average shares outstanding:
Basic139,051 139,757 139,862 139,878 139,893 139,848 
Diluted139,869 140,616 140,578 140,615 140,586 140,599 
* Per share data may be impacted by rounding.


IS - 3



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

Non-GAAP Reconciliations
20242023
Q1Q1Q2Q3Q4FY 2023
Adjusted net earnings:
Net earnings$632,221 $228,574 $242,239 $289,753 $296,262 $1,056,828 
Purchase accounting expenses, pre-tax 1
45,551 42,679 40,200 40,320 41,744 164,943 
Purchase accounting expenses, tax impact 2
(10,005)(9,599)(9,012)(8,966)(9,143)(36,720)
Restructuring and other costs, pre-tax 3
24,684 14,053 18,143 12,327 19,150 63,673 
Restructuring and other costs, tax impact 2
(4,875)(2,990)(3,665)(2,556)(3,970)(13,181)
Disposition costs, pre-tax 4
— — — — 1,302 1,302 
Disposition costs, tax impact 2
— — — — (270)(270)
Gain on disposition, pre-tax 5
(529,943)— — — —  
Gain on disposition, tax-impact 2
114,973 — — — —  
Adjusted net earnings
$272,606 $272,717 $287,905 $330,878 $345,075 $1,236,575 
Adjusted diluted net earnings per share:
Diluted net earnings per share$4.52 $1.63 $1.72 $2.06 $2.11 $7.52 
Purchase accounting expenses, pre-tax 1
0.33 0.30 0.29 0.29 0.30 1.18 
Purchase accounting expenses, tax impact 2
(0.07)(0.07)(0.06)(0.06)(0.07)(0.26)
Restructuring and other costs, pre-tax 3
0.18 0.10 0.13 0.09 0.14 0.46 
Restructuring and other costs, tax impact 2
(0.03)(0.02)(0.03)(0.02)(0.03)(0.10)
Disposition costs, pre-tax 4
— — — — 0.01 0.01 
Disposition costs, tax impact 2
— — — — —  
Gain on disposition, pre-tax 5
(3.79)— — — —  
Gain on disposition, tax-impact 2
0.82 — — — —  
Adjusted diluted net earnings per share
$1.95 $1.94 $2.05 $2.35 $2.45 $8.80 
1 Purchase accounting expenses are primarily comprised of amortization of acquired intangible assets.
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. Q1 2024 includes $3.4M and Q3 and FY 2023 include $3.3M of non-cash asset impairment charges for our Climate & Sustainability Technologies segment.
4 Q4 and FY 2023 disposition costs relate to the sale of De-Sta-Co.
5 Gain on disposition due to the sale of De-Sta-Co in the Engineered Products segment.
* Per share data and totals may be impacted by rounding.
IS - 4


DOVER CORPORATION
QUARTERLY ADJUSTED SEGMENT EBITDA (NON-GAAP)
(unaudited)(in thousands)
Non-GAAP Reconciliations
20242023
Q1Q1Q2Q3Q4FY 2023
ADJUSTED SEGMENT EBITDA
Engineered Products:
Segment earnings$103,969 $84,275 $73,076 $101,610 $118,464 $377,425 
Other depreciation and amortization 1
6,361 7,070 7,300 7,306 6,397 28,073 
Adjusted segment EBITDA 2
110,330 91,345 80,376 108,916 124,861 405,498 
Adjusted segment EBITDA margin 2
20.3 %18.4 %17.0 %21.6 %23.6 %20.2 %
Clean Energy & Fueling:
Segment earnings$69,675 $73,605 $83,616 $92,483 $78,900 $328,604 
Other depreciation and amortization 1
7,921 7,046 7,541 7,686 7,844 30,117 
Adjusted segment EBITDA 2
77,596 80,651 91,157 100,169 86,744 358,721 
Adjusted segment EBITDA margin 2
17.4 %18.7 %20.7 %21.5 %19.3 %20.1 %
Imaging & Identification:
Segment earnings$69,959 $68,315 $61,336 $70,316 $72,545 $272,512 
Other depreciation and amortization 1
3,733 3,394 3,745 3,972 4,182 15,293 
Adjusted segment EBITDA 2
73,692 71,709 65,081 74,288 76,727 287,805 
Adjusted segment EBITDA margin 2
26.6 %25.3 %23.9 %26.9 %26.9 %25.8 %
Pumps & Process Solutions:
Segment earnings$118,737 $115,244 $129,337 $117,907 $121,917 $484,405 
Other depreciation and amortization 1
12,139 10,939 11,609 12,052 11,744 46,344 
Adjusted segment EBITDA 2
130,876 126,183 140,946 129,959 133,661 530,749 
Adjusted segment EBITDA margin 2
28.1 %30.5 %30.3 %30.1 %30.0 %30.2 %
Climate & Sustainability Technologies:
Segment earnings$50,759 $73,778 $76,074 $84,060 $71,468 $305,380 
Other depreciation and amortization 1
7,275 6,624 6,895 6,954 7,084 27,557 
Adjusted segment EBITDA 2
58,034 80,402 82,969 91,014 78,552 332,937 
Adjusted segment EBITDA margin 2
15.9 %17.7 %18.5 %19.1 %19.7 %18.7 %
Total Segments:
Total segment earnings 2, 3
$413,099 $415,217 $423,439 $466,376 $463,294 $1,768,326 
Other depreciation and amortization 1
37,429 35,073 37,090 37,970 37,251 147,384 
Total Adjusted segment EBITDA 2
450,528 450,290 460,529 504,346 500,545 1,915,710 
Total Adjusted segment EBITDA margin 2
21.5 %21.7 %21.9 %23.4 %23.8 %22.7 %
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 - 5


DOVER CORPORATION
QUARTERLY NET EARNINGS TO ADJUSTED SEGMENT EBITDA RECONCILIATION (NON-GAAP)
(unaudited)(in thousands)
Non-GAAP Reconciliations
20242023
Q1Q1Q2Q3Q4FY 2023
Net earnings$632,221 $228,574 $242,239 $289,753 $296,262 $1,056,828 
Provision for income taxes 1
166,661 57,716 57,784 64,709 32,969 213,178 
Earnings before provision for income taxes798,882 286,290 300,023 354,462 329,231 1,270,006 
Interest income(4,757)(2,091)(2,653)(3,808)(4,944)(13,496)
Interest expense36,365 34,214 33,804 32,389 30,898 131,305 
Corporate expense / other 2
42,317 40,072 33,922 30,686 45,913 150,593 
Disposition costs 3
— — — — 1,302 1,302 
Gain on disposition 4
(529,943)— — — — — 
Restructuring and other costs 5
24,684 14,053 18,143 12,327 19,150 63,673 
Purchase accounting expenses 6
45,551 42,679 40,200 40,320 41,744 164,943 
Total segment earnings 7
413,099 415,217 423,439 466,376 463,294 1,768,326 
Add: Other depreciation and amortization 8
37,429 35,073 37,090 37,970 37,251 147,384 
Total adjusted segment EBITDA 7
$450,528 $450,290 $460,529 $504,346 $500,545 $1,915,710 
1 Q4 and FY 2023 include the net income tax benefit of internal reorganizations executed in 2023.
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.
4 Gain on disposition due to the sale of De-Sta-Co in the Engineered Products segment.
5 Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges.
6 Purchase accounting expenses are primarily comprised of amortization of acquired intangible assets.
7 Refer to Non-GAAP Disclosures section for definition.
8 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.
IS - 6


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
2024
Q1
Organic
Engineered Products9.2 %
Clean Energy & Fueling
1.4 %
Imaging & Identification(1.6)%
Pumps & Process Solutions4.5 %
Climate & Sustainability Technologies
(20.3)%
Total Organic(1.3)%
Acquisitions2.0 %
Currency translation— %
Total*0.7 %
* Totals may be impacted by rounding.
2024
Q1
Organic
United States1.3 %
Other Americas(5.5)%
Europe(0.5)%
Asia (4.9)%
Other(21.7)%
Total Organic(1.3)%
Acquisitions2.0 %
Currency translation— %
Total*0.7 %
* Totals may be impacted by rounding.

Adjusted EPS Guidance Reconciliation
Range
2024 Guidance for Earnings per Share (GAAP)
$10.78$10.93
Purchase accounting expenses, net1.00
Restructuring and other costs, net0.22
Gain on disposition, net(3.00)
2024 Guidance for Adjusted Earnings per Share (Non-GAAP)
$9.00$9.15
* Per share data and totals may be impacted by rounding.
IS - 7


DOVER CORPORATION
QUARTERLY CASH FLOW AND FREE CASH FLOW (NON-GAAP)
(unaudited)(in thousands)

Quarterly Cash Flow
20242023
Q1Q1Q2Q3Q4FY 2023
Net Cash Flows Provided By (Used In):
Operating activities$166,593 $241,284 $195,254 $383,457 $516,350 $1,336,345 
Investing activities429,851 (43,556)(42,454)(50,243)(590,377)(726,630)
Financing activities(80,782)(306,565)(137,924)(312,716)189,149 (568,056)

Quarterly Free Cash Flow (Non-GAAP)
20242023
Q1Q1Q2Q3Q4FY 2023
Cash flow from operating activities$166,593 $241,284 $195,254 $383,457 $516,350 $1,336,345 
Less: Capital expenditures(44,475)(48,375)(40,079)(43,128)(61,010)(192,592)
Free cash flow$122,118 $192,909 $155,175 $340,329 $455,340 $1,143,753 
Cash flow from operating activities as a percentage of revenue8.0 %11.6 %9.3 %17.8 %24.5 %15.8 %
Cash flow from operating activities as a percentage of adjusted net earnings61.1 %88.5 %67.8 %115.9 %149.6 %108.1 %
Free cash flow as a percentage of revenue5.8 %9.3 %7.4 %15.8 %21.6 %13.6 %
Free cash flow as a percentage of adjusted net earnings44.8 %70.7 %53.9 %102.9 %132.0 %92.5 %

IS - 8


DOVER CORPORATION
PERFORMANCE MEASURES
(unaudited)(in thousands)
20242023
Q1Q1Q2Q3Q4FY 2023
BOOKINGS
Engineered Products$541,982 $536,472 $489,131 $576,641 $494,528 $2,096,772 
Clean Energy & Fueling
471,610 454,526 440,137 449,663 401,195 1,745,521 
Imaging & Identification278,433 290,712 262,092 271,113 297,312 1,121,229 
Pumps & Process Solutions473,632 464,297 394,317 363,111 455,390 1,677,115 
Climate & Sustainability Technologies
453,086 371,643 310,911 340,474 325,625 1,348,653 
Intersegment eliminations(1,107)(1,530)(1,918)(849)(2,125)(6,422)
Total consolidated bookings$2,217,636 $2,116,120 $1,894,670 $2,000,153 $1,971,925 $7,982,868 

2024
Q1
BOOKINGS GROWTH FACTORS
Organic
Engineered Products1.0 %
Clean Energy & Fueling
1.6 %
Imaging & Identification(3.4)%
Pumps & Process Solutions(4.6)%
Climate & Sustainability Technologies
22.3 %
Total Organic3.0 %
Acquisitions1.9 %
Currency translation(0.1)%
Total*4.8 %
* Totals may be impacted by rounding.

IS - 9


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, 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, disposition costs and gain/loss on disposition. Purchase accounting expenses are primarily comprised of amortization of intangible assets. 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, disposition costs and gain/loss on disposition.

Total segment earnings is defined as the sum of earnings before purchase accounting expenses, restructuring and other costs/benefits, disposition costs, gain/loss on disposition, 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.

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 - 10


Performance Measures Definitions

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.

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 - 11