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8-K

DOVER Corp (DOV)

8-K 2023-07-25 For: 2023-07-25
View Original
Added on April 11, 2026

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): July 25, 2023

_______________________________

Image1.jpg

DOVER CORPORATION

(Exact name of registrant as specified in its charter)

______________________________________________

Delaware 1-4018 53-0257888
(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 class Trading Symbol(s) Name of each exchange on which registered
Common Stock DOV New York Stock Exchange
1.250% Notes due 2026 DOV 26 New York Stock Exchange
0.750% Notes due 2027 DOV 27 New 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 July 25, 2023, Dover Corporation ("Dover") issued the Press Release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended June 30, 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 July 25, 2023, Dover will hold an investor conference call and webcast at 9:00 a.m. Central time (10:00 a.m. Eastern time) to discuss its results of operations for the quarter ended June 30, 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 July 25, 2023

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: July 25, 2023 DOVER CORPORATION
(Registrant)
By: /s/ Ivonne M. Cabrera
Ivonne M. Cabrera
Senior Vice President, General Counsel & Secretary

Document

Exhibit 99.1

doverlogo.jpg

Investor Contact: Media Contact:
Jack Dickens Adrian Sakowicz
Senior Director - Investor Relations Vice President - Communications
(630) 743-2566 (630) 743-5039
jdickens@dovercorp.com asakowicz@dovercorp.com

DOVER REPORTS SECOND QUARTER 2023 RESULTS

DOWNERS GROVE, Ill., July 25, 2023 — Dover (NYSE: DOV), a diversified global manufacturer, announced its financial results for the second quarter ended June 30, 2023. All comparisons are to the comparable period of the prior fiscal year, unless otherwise noted.

Three Months Ended June 30, Six Months Ended June 30,
($ in millions, except per share data) 2023 2022 % Change 2023 2022 % Change
U.S. GAAP
Revenue $ 2,100 $ 2,159 (3) % $ 4,179 $ 4,211 (1) %
Net earnings 242 290 (16) % 471 516 (9) %
Diluted EPS 1.72 2.00 (14) % 3.35 3.56 (6) %
Non-GAAP
Organic revenue change (3) % %
Adjusted net earnings 1 288 309 (7) % 561 585 (4) %
Adjusted diluted EPS 2.05 2.14 (4) % 3.99 4.03 (1) %

1 Q2 and year-to-date 2023 and 2022 adjusted net earnings exclude after tax purchase accounting expenses and restructuring and other costs. Q2 and year-to-date 2022 also exclude a reduction to income taxes previously recorded related to the Tax Cuts and Jobs Act.

For the quarter ended June 30, 2023, Dover generated revenue of $2.1 billion, a decrease of 3% (-3% organic). GAAP net earnings of $242 million decreased 16%, and GAAP diluted EPS of $1.72 was down 14%. On an adjusted basis, net earnings of $288 million decreased 7% and adjusted diluted EPS of $2.05 was down 4%.

For the six months ended June 30, 2023, Dover generated revenue of $4.2 billion, a decrease of 1% (flat organic). GAAP net earnings of $471 million decreased 9%, and GAAP diluted EPS of $3.35 was down 6%. On an adjusted basis, net earnings of $561 million decreased 4%, and adjusted diluted EPS of $3.99 was down 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, "The second quarter results met our expectations. Since the start of the year, we expected 2023 performance to be weighted to the second half due to post-pandemic destocking across the industrial economy and the gradual recovery in several of our end markets.

“In the second quarter, outperformance in our high-growth businesses was offset by transient manufacturing and shipment disruptions in our vehicle services group caused by an ERP system upgrade. This reduced our top line and EPS by approximately $50 million and $0.10, respectively, and is now largely behind us, with output recovering meaningfully in June.

“Order activity in our shorter-cycle end markets remained solid amid normalizing lead times, and our long-cycle and secular-growth-exposed businesses maintained strong shipment levels. As a result, our order backlog continued to normalize but remains elevated.

“We had forecasted softer comparable margins in the first half of 2023 primarily due to business mix and lower volumes in biopharma and EMV payment systems. We prepared for this by proactively intervening on our cost structure starting in the latter half of 2022, and have continued these structural cost reductions in 2023. We expect the roll forward of these actions, demand seasonality and backlog shipment timing to drive sequential and comparable operating margin improvement in the second half.

“Our strong balance sheet position and robust cash flow through the end of the year provide flexibility in our capital allocation initiatives. We are well on track with our organic growth initiatives and capacity build outs in clean energy, CO2 systems, and heat exchangers which are already driving growth in 2023. We remain active and disciplined in pursuing attractive bolt-on acquisitions while opportunistically evaluating capital return strategies.

“We have a constructive outlook for the remainder of the year and see a solid foundation building for 2024. Underlying demand remains good across the portfolio, and a significant volume of business is already in the backlog. Our flexible business model and execution playbook are proven to deliver results in various operating conditions.”

FULL YEAR 2023 GUIDANCE:

In 2023, Dover expects to generate GAAP EPS in the range of $7.68 to $7.83 (adjusted EPS of $8.85 to $9.00), based on full year revenue growth of 2% to 4% (all-in and organic).

CONFERENCE CALL INFORMATION:

Dover will host a webcast and conference call to discuss its second quarter and year-to-date results at 10:00 A.M. Eastern Time (9:00 A.M. Central Time) on Tuesday, July 25, 2023. 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 COVID-19, or other future pandemics, on the global economy and on our customers, suppliers, employees, business and cash flows, the impact on global or a regional economy due to the outbreak or escalation of hostilities or war, 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 - SECOND QUARTER 2023

DOVER CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS

(unaudited)(in thousands, except per share data*)

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Revenue $ 2,100,086 $ 2,158,715 $ 4,179,109 $ 4,210,616
Cost of goods and services 1,341,250 1,377,432 2,673,254 2,686,139
Gross profit 758,836 781,283 1,505,855 1,524,477
Selling, general and administrative expenses 434,340 424,433 866,754 868,276
Operating earnings 324,496 356,850 639,101 656,201
Interest expense 33,804 26,989 68,018 53,541
Interest income (2,653) (949) (4,744) (1,724)
Other income, net (6,678) (4,546) (10,486) (6,675)
Earnings before provision for income taxes 300,023 335,356 586,313 611,059
Provision for income taxes 57,784 45,738 115,500 95,288
Net earnings $ 242,239 $ 289,618 $ 470,813 $ 515,771
Net earnings per share:
Basic $ 1.73 $ 2.01 $ 3.37 $ 3.58
Diluted $ 1.72 $ 2.00 $ 3.35 $ 3.56
Weighted average shares outstanding:
Basic 139,862 143,832 139,810 143,959
Diluted 140,578 144,669 140,597 144,998
Dividends paid per common share $ 0.505 $ 0.50 $ 1.01 $ 1.00
* Per share data may be impacted by rounding.

IS - 1

DOVER CORPORATION

QUARTERLY SEGMENT INFORMATION

(unaudited)(in thousands)

2022
Q2 Q2 YTD Q1 Q2 Q2 YTD Q3 Q4 FY 2022
REVENUE
Engineered Products 497,549 $ 473,687 $ 971,236 $ 487,647 $ 514,436 $ 1,002,083 $ 516,501 $ 525,048 $ 2,043,632
Clean Energy & Fueling 441,166 871,895 458,395 494,075 952,470 464,022 462,015 1,878,507
Imaging & Identification 271,932 555,023 272,255 275,951 548,206 282,371 293,238 1,123,815
Pumps & Process Solutions 465,626 879,507 435,195 441,127 876,322 433,558 418,355 1,728,235
Climate & Sustainability Technologies 449,001 904,326 399,078 434,164 833,242 462,671 441,811 1,737,724
Intersegment eliminations (1,326) (2,878) (669) (1,038) (1,707) (832) (1,286) (3,825)
Total consolidated revenue 2,079,023 $ 2,100,086 $ 4,179,109 $ 2,051,901 $ 2,158,715 $ 4,210,616 $ 2,158,291 $ 2,139,181 $ 8,508,088
NET EARNINGS
Segment Earnings:
Engineered Products 84,275 $ 73,076 $ 157,351 $ 71,130 $ 81,671 $ 152,801 $ 90,145 $ 103,573 $ 346,519
Clean Energy & Fueling 83,616 157,221 72,962 99,034 171,996 90,208 90,789 352,993
Imaging & Identification 61,336 129,651 58,598 61,392 119,990 74,477 73,617 268,084
Pumps & Process Solutions 129,337 244,581 146,617 138,048 284,665 128,573 119,780 533,018
Climate & Sustainability Technologies 76,074 149,852 53,609 64,181 117,790 75,190 61,504 254,484
Total segment earnings 423,439 838,656 402,916 444,326 847,242 458,593 449,263 1,755,098
Purchase accountingexpenses 1 40,200 82,879 53,286 47,019 100,305 40,526 40,272 181,103
Restructuring and other costs 2 18,143 32,196 10,552 7,944 18,496 8,613 11,881 38,990
Loss on dispositions 3 194 194 194
Corporate expense / other 4,5 33,922 73,994 37,404 27,967 65,371 27,876 42,033 135,280
Interest expense 33,804 68,018 26,552 26,989 53,541 29,789 33,126 116,456
Interest income (2,653) (4,744) (775) (949) (1,724) (1,244) (1,462) (4,430)
Earnings before provision for income taxes 300,023 586,313 275,703 335,356 611,059 353,033 323,413 1,287,505
Provision for income taxes 57,784 115,500 49,550 45,738 95,288 67,007 59,834 222,129
Net earnings 228,574 $ 242,239 $ 470,813 $ 226,153 $ 289,618 $ 515,771 $ 286,026 $ 263,579 $ 1,065,376
SEGMENT EARNINGS MARGIN
Engineered Products % 15.4 % 16.2 % 14.6 % 15.9 % 15.2 % 17.5 % 19.7 % 17.0 %
Clean Energy & Fueling % 19.0 % 18.0 % 15.9 % 20.0 % 18.1 % 19.4 % 19.7 % 18.8 %
Imaging & Identification % 22.6 % 23.4 % 21.5 % 22.2 % 21.9 % 26.4 % 25.1 % 23.9 %
Pumps & Process Solutions % 27.8 % 27.8 % 33.7 % 31.3 % 32.5 % 29.7 % 28.6 % 30.8 %
Climate & Sustainability Technologies % 16.9 % 16.6 % 13.4 % 14.8 % 14.1 % 16.3 % 13.9 % 14.6 %
Total segment earnings margin % 20.2 % 20.1 % 19.6 % 20.6 % 20.1 % 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 Loss on dispositions includes working capital adjustments related to dispositions.
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 2022 include a 6.3 million settlement charge related to our U.S. qualified defined benefit plan.

All values are in US Dollars.

IS - 2

DOVER CORPORATION

QUARTERLY EARNINGS PER SHARE

(unaudited)(in thousands, except per share data*)

Earnings Per Share
2023 2022
Q1 Q2 Q2 YTD Q1 Q2 Q2 YTD Q3 Q4 FY 2022
Net earnings per share:
Basic $ 1.64 $ 1.73 $ 3.37 $ 1.57 $ 2.01 $ 3.58 $ 2.01 $ 1.88 $ 7.47
Diluted $ 1.63 $ 1.72 $ 3.35 $ 1.56 $ 2.00 $ 3.56 $ 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 $ 470,813 $ 226,153 $ 289,618 $ 515,771 $ 286,026 $ 263,579 $ 1,065,376
Weighted average shares outstanding:
Basic 139,757 139,862 139,810 144,087 143,832 143,959 142,506 140,343 142,681
Diluted 140,616 140,578 140,597 145,329 144,669 144,998 143,257 141,168 143,595
* 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

2022
Q2 Q2 YTD Q1 Q2 Q2 YTD Q3 Q4 FY 2022
Adjusted net earnings:
Net earnings 228,574 $ 242,239 $ 470,813 $ 226,153 $ 289,618 $ 515,771 $ 286,026 $ 263,579 $ 1,065,376
Purchase accounting expenses, pre-tax 1 40,200 82,879 53,286 47,019 100,305 40,526 40,272 181,103
Purchase accounting expenses, tax impact 2 (9,012) (18,611) (12,538) (11,013) (23,551) (9,494) (8,689) (41,734)
Restructuring and other costs, pre-tax 3 18,143 32,196 10,552 7,944 18,496 8,613 11,881 38,990
Restructuring and other costs, tax impact 2 (3,665) (6,655) (2,191) (1,803) (3,994) (1,921) (2,311) (8,226)
Loss on dispositions, pre-tax 4 194 194 194
Loss on dispositions, tax-impact 2 (27) (27) (27)
Tax Cuts and Jobs Act 5 (22,579) (22,579) (22,579)
Adjusted net earnings 272,717 $ 287,905 $ 560,622 $ 275,429 $ 309,186 $ 584,615 $ 323,750 $ 304,732 $ 1,213,097
Adjusted diluted net earnings per share:
Diluted net earnings per share 1.63 $ 1.72 $ 3.35 $ 1.56 $ 2.00 $ 3.56 $ 2.00 $ 1.87 $ 7.42
Purchase accounting expenses, pre-tax 1 0.29 0.59 0.37 0.33 0.69 0.28 0.29 1.27
Purchase accounting expenses, tax impact 2 (0.06) (0.13) (0.09) (0.08) (0.16) (0.07) (0.06) (0.30)
Restructuring and other costs, pre-tax 3 0.13 0.23 0.07 0.05 0.13 0.06 0.08 0.26
Restructuring and other costs, tax impact 2 (0.03) (0.05) (0.02) (0.01) (0.03) (0.01) (0.02) (0.06)
Loss on dispositions, pre-tax 4
Loss on dispositions, tax-impact 2
Tax Cuts and Jobs Act 5 (0.16) (0.16) (0.16)
Adjusted diluted net earnings per share 1.94 $ 2.05 $ 3.99 $ 1.90 $ 2.14 $ 4.03 $ 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. 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 Q1 2022 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.

All values are in US Dollars.

IS - 4

DOVER CORPORATION

QUARTERLY ADJUSTED SEGMENT EBITDA (NON-GAAP)

(unaudited)(in thousands)

Non-GAAP Reconciliations

2023 2022
Q1 Q2 Q2 YTD Q1 Q2 Q2 YTD Q3 Q4 FY 2022
ADJUSTED SEGMENT EBITDA
Engineered Products:
Segment earnings $ 84,275 $ 73,076 $ 157,351 $ 71,130 $ 81,671 $ 152,801 $ 90,145 $ 103,573 $ 346,519
Other depreciation and amortization 1 7,070 7,300 14,370 7,274 6,799 14,073 6,819 6,853 27,745
Adjusted segment EBITDA 2 91,345 80,376 171,721 78,404 88,470 166,874 96,964 110,426 374,264
Adjusted segment EBITDA margin 2 18.4 % 17.0 % 17.7 % 16.1 % 17.2 % 16.7 % 18.8 % 21.0 % 18.3 %
Clean Energy & Fueling:
Segment earnings $ 73,605 $ 83,616 $ 157,221 $ 72,962 $ 99,034 $ 171,996 $ 90,208 $ 90,789 $ 352,993
Other depreciation and amortization 1 7,046 7,541 14,587 8,466 6,533 14,999 6,893 6,923 28,815
Adjusted segment EBITDA 2 80,651 91,157 171,808 81,428 105,567 186,995 97,101 97,712 381,808
Adjusted segment EBITDA margin 2 18.7 % 20.7 % 19.7 % 17.8 % 21.4 % 19.6 % 20.9 % 21.1 % 20.3 %
Imaging & Identification:
Segment earnings $ 68,315 $ 61,336 $ 129,651 $ 58,598 $ 61,392 $ 119,990 $ 74,477 $ 73,617 $ 268,084
Other depreciation and amortization 1 3,394 3,745 7,139 3,497 3,496 6,993 3,372 3,820 14,185
Adjusted segment EBITDA 2 71,709 65,081 136,790 62,095 64,888 126,983 77,849 77,437 282,269
Adjusted segment EBITDA margin 2 25.3 % 23.9 % 24.6 % 22.8 % 23.5 % 23.2 % 27.6 % 26.4 % 25.1 %
Pumps & Process Solutions:
Segment earnings $ 115,244 $ 129,337 $ 244,581 $ 146,617 $ 138,048 $ 284,665 $ 128,573 $ 119,780 $ 533,018
Other depreciation and amortization 1 10,939 11,609 22,548 9,922 9,787 19,709 10,137 10,993 40,839
Adjusted segment EBITDA 2 126,183 140,946 267,129 156,539 147,835 304,374 138,710 130,773 573,857
Adjusted segment EBITDA margin 2 30.5 % 30.3 % 30.4 % 36.0 % 33.5 % 34.7 % 32.0 % 31.3 % 33.2 %
Climate & Sustainability Technologies:
Segment earnings $ 73,778 $ 76,074 $ 149,852 $ 53,609 $ 64,181 $ 117,790 $ 75,190 $ 61,504 $ 254,484
Other depreciation and amortization 1 6,624 6,895 13,519 6,495 6,443 12,938 6,736 6,530 26,204
Adjusted segment EBITDA 2 80,402 82,969 163,371 60,104 70,624 130,728 81,926 68,034 280,688
Adjusted segment EBITDA margin 2 17.7 % 18.5 % 18.1 % 15.1 % 16.3 % 15.7 % 17.7 % 15.4 % 16.2 %
Total Segments:
Total segment earnings 2, 3 $ 415,217 $ 423,439 $ 838,656 $ 402,916 $ 444,326 $ 847,242 $ 458,593 $ 449,263 $ 1,755,098
Other depreciation and amortization 1 35,073 37,090 72,163 35,654 33,058 68,712 33,957 35,119 137,788
Total Adjusted segment EBITDA 2 450,290 460,529 910,819 438,570 477,384 915,954 492,550 484,382 1,892,886
Total Adjusted segment EBITDA margin 2 21.7 % 21.9 % 21.8 % 21.4 % 22.1 % 21.8 % 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 - 5

DOVER CORPORATION

QUARTERLY NET EARNINGS TO ADJUSTED SEGMENT EBITDA RECONCILIATION (NON-GAAP)

(unaudited)(in thousands)

Non-GAAP Reconciliations

2022
Q2 Q2 YTD Q1 Q2 Q2 YTD Q3 Q4 FY 2022
Net earnings 228,574 $ 242,239 $ 470,813 $ 226,153 $ 289,618 $ 515,771 $ 286,026 $ 263,579 $ 1,065,376
Provision for income taxes 57,784 115,500 49,550 45,738 95,288 67,007 59,834 222,129
Earnings before provision for income taxes 300,023 586,313 275,703 335,356 611,059 353,033 323,413 1,287,505
Interest income (2,653) (4,744) (775) (949) (1,724) (1,244) (1,462) (4,430)
Interest expense 33,804 68,018 26,552 26,989 53,541 29,789 33,126 116,456
Corporate expense / other 1,7 33,922 73,994 37,404 27,967 65,371 27,876 42,033 135,280
Loss on dispositions 2 194 194 194
Restructuring and other costs 3 18,143 32,196 10,552 7,944 18,496 8,613 11,881 38,990
Purchase accounting expenses 4 40,200 82,879 53,286 47,019 100,305 40,526 40,272 181,103
Total segment earnings 6 423,439 838,656 402,916 444,326 847,242 458,593 449,263 1,755,098
Add: Other depreciation and amortization 5 37,090 72,163 35,654 33,058 68,712 33,957 35,119 137,788
Total adjusted segment EBITDA 6 450,290 $ 460,529 $ 910,819 $ 438,570 $ 477,384 $ 915,954 $ 492,550 $ 484,382 $ 1,892,886
1 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.
2 Loss on dispositions includes working capital adjustments related to dispositions.
3 Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, exit costs, and other asset charges.
4 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.
5 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.
6 Refer to Non-GAAP Disclosures section for definition.
7 Q4 and FY 2022 include a 6.3 million settlement charge related to our U.S. qualified defined benefit plan.

All values are in US Dollars.

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

2023
Q2 Q2 YTD
Organic
Engineered Products (7.7) % (2.3) %
Clean Energy & Fueling (9.3) % (6.1) %
Imaging & Identification 0.3 % 4.2 %
Pumps & Process Solutions 0.9 % (3.1) %
Climate & Sustainability Technologies 4.0 % 9.9 %
Total Organic (3.0) % (0.1) %
Acquisitions 0.9 % 0.9 %
Currency translation (0.6) % (1.5) %
Total* (2.7) % (0.7) %

* Totals may be impacted by rounding.

2023
Q2 Q2 YTD
Organic
United States (8.6) % (3.2) %
Other Americas 13.9 % 15.3 %
Europe (0.9) % (0.6) %
Asia 1.9 % (1.0) %
Other 33.0 % 26.7 %
Total Organic (3.0) % (0.1) %
Acquisitions 0.9 % 0.9 %
Currency translation (0.6) % (1.5) %
Total* (2.7) % (0.7) %

* Totals may be impacted by rounding.

Adjusted EPS Guidance Reconciliation
Range
2023 Guidance for Earnings per Share (GAAP) $ 7.68 $ 7.83
Purchase accounting expenses, net 0.91
Restructuring and other costs, net 0.26
2023 Guidance for Adjusted Earnings per Share (Non-GAAP) $ 8.85 $ 9.00

* 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

2023 2022
Q1 Q2 Q2 YTD Q1 Q2 Q2 YTD Q3 Q4 FY 2022
Net Cash Flows Provided By (Used In):
Operating activities $ 241,284 $ 195,254 $ 436,538 $ 23,683 $ 178,773 $ 202,456 $ 264,625 $ 338,643 $ 805,724
Investing activities (43,556) (42,454) (86,010) (46,963) (68,890) (115,853) (286,208) (138,863) (540,924)
Financing activities (306,565) (137,924) (444,489) (75,204) 120,469 45,265 (178,844) (126,686) (260,265)

Quarterly Free Cash Flow (Non-GAAP)

2023 2022
Q1 Q2 Q2 YTD Q1 Q2 Q2 YTD Q3 Q4 FY 2022
Cash flow from operating activities $ 241,284 $ 195,254 $ 436,538 $ 23,683 $ 178,773 $ 202,456 $ 264,625 $ 338,643 $ 805,724
Less: Capital expenditures (48,375) (40,079) (88,454) (50,381) (50,196) (100,577) (65,462) (54,923) (220,962)
Free cash flow $ 192,909 $ 155,175 $ 348,084 $ (26,698) $ 128,577 $ 101,879 $ 199,163 $ 283,720 $ 584,762
Cash flow from operating activities as a percentage of revenue 11.6 % 9.3 % 10.4 % 1.2 % 8.3 % 4.8 % 12.3 % 15.8 % 9.5 %
Cash flow from operating activities as a percentage of adjusted net earnings 88.5 % 67.8 % 77.9 % 8.6 % 57.8 % 34.6 % 81.7 % 111.1 % 66.4 %
Free cash flow as a percentage of revenue 9.3 % 7.4 % 8.3 % (1.3) % 6.0 % 2.4 % 9.2 % 13.3 % 6.9 %
Free cash flow as a percentage of adjusted net earnings 70.7 % 53.9 % 62.1 % (9.7) % 41.6 % 17.4 % 61.5 % 93.1 % 48.2 %

IS - 8

DOVER CORPORATION

PERFORMANCE MEASURES

(unaudited)(in thousands)

2023 2022
Q1 Q2 Q2 YTD Q1 Q2 Q2 YTD Q3 Q4 FY 2022
BOOKINGS
Engineered Products $ 536,472 $ 489,131 $ 1,025,603 $ 541,035 $ 452,668 $ 993,703 $ 512,374 $ 498,249 $ 2,004,326
Clean Energy & Fueling 454,526 440,137 $ 894,663 501,491 487,861 989,352 432,259 399,414 1,821,025
Imaging & Identification 290,712 262,092 $ 552,804 307,104 292,136 599,240 281,789 273,170 1,154,199
Pumps & Process Solutions 464,297 394,317 $ 858,614 459,790 471,693 931,483 415,253 362,468 1,709,204
Climate & Sustainability Technologies 300,014 345,363 $ 645,377 444,852 403,574 848,426 422,820 388,527 1,659,773
Intersegment eliminations (1,530) (1,917) (3,447) (2,295) (1,207) (3,502) (423) (1,391) (5,316)
Total consolidated bookings $ 2,044,491 $ 1,929,123 $ 3,973,614 $ 2,251,977 $ 2,106,725 $ 4,358,702 $ 2,064,072 $ 1,920,437 $ 8,343,211
BACKLOG
Engineered Products $ 755,442 $ 771,888 $ 830,135 $ 759,589 $ 742,766 $ 720,114
Clean Energy & Fueling 337,116 339,322 426,342 411,350 368,050 312,142
Imaging & Identification 236,215 227,646 243,411 255,255 241,896 232,812
Pumps & Process Solutions 742,890 676,191 704,935 715,646 679,955 686,512
Climate & Sustainability Technologies 899,379 797,307 1,218,155 1,186,180 1,139,737 1,068,644
Intersegment eliminations (1,083) (1,594) (1,756) (1,839) (1,439) (1,893)
Total consolidated backlog $ 2,969,959 $ 2,810,760 $ 3,421,222 $ 3,326,181 $ 3,170,965 $ 3,018,331
2023
--- --- ---
Q2 Q2 YTD
BOOKINGS GROWTH FACTORS
Organic
Engineered Products 8.4 % 4.3 %
Clean Energy & Fueling (8.4) % (7.2) %
Imaging & Identification (8.5) % (5.1) %
Pumps & Process Solutions (19.4) % (10.4) %
Climate & Sustainability Technologies (13.7) % (22.5) %
Total Organic (8.3) % (8.0) %
Acquisitions 0.7 % 0.9 %
Currency translation (0.8) % (1.7) %
Total* (8.4) % (8.8) %
* 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, Tax Cuts and Jobs Act, 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 and gain/loss on dispositions.

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

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 bookings performance 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. This metric is an important measure of performance and an indicator of revenue order trends.

Organic bookings represent total orders received from customers in the current reporting period 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.

Backlog represents an estimate of the total remaining bookings at a point in time for which performance obligations have not yet been satisfied. This metric is useful as it represents the aggregate amount we expect to recognize as revenue in the future.

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