8-K

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

_______________________________

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 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, 2024	DOVER CORPORATION
		(Registrant)
		By:	/s/ Ivonne M. Cabrera
			Ivonne M. Cabrera
			Senior Vice President, General Counsel & Secretary

EX-99.1

Exhibit 99.1

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 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)	2024		2023		% Change*
U.S. GAAP
Revenue	$	2,094	$	2,079	1	%
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 EPS	1.95		1.94		1	%

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,
	2024		2023
Revenue	$	2,093,941	$	2,079,023
Cost of goods and services	1,336,686		1,332,004
Gross profit	757,255		747,019
Selling, general and administrative expenses	463,124		432,414
Operating earnings	294,131		314,605
Interest expense	36,365		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 taxes	798,882		286,290
Provision for income taxes	166,661		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:
Basic	139,051		139,757
Diluted	139,869		140,616
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)

	2024		2023
	Q1		Q1		Q2		Q3		Q4		FY 2023
REVENUE
Engineered Products	$	543,140	$	497,549	$	473,687	$	504,271	$	529,080	$	2,004,587
Clean Energy & Fueling	445,053		430,729		441,166		466,959		449,423		1,788,277
Imaging & Identification	276,806		283,091		271,932		276,179		285,530		1,116,732
Pumps & Process Solutions	465,729		413,881		465,626		431,373		444,811		1,755,691
Climate & Sustainability Technologies	364,292		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 & Identification	69,959		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 earnings	413,099		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 expense	36,365		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 taxes	798,882		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 Products	19.1 %		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 & Identification	25.3 %		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 margin	19.7 %		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
	2024		2023
	Q1		Q1		Q2		Q3		Q4		FY 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:
Basic	139,051		139,757		139,862		139,878		139,893		139,848
Diluted	139,869		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

	2024		2023
	Q1		Q1		Q2		Q3		Q4		FY 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

	2024		2023
	Q1		Q1		Q2		Q3		Q4		FY 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

	2024		2023
	Q1		Q1		Q2		Q3		Q4		FY 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 taxes	798,882		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 expense	36,365		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 Products	9.2	%
Clean Energy & Fueling	1.4	%
Imaging & Identification	(1.6)	%
Pumps & Process Solutions	4.5	%
Climate & Sustainability Technologies	(20.3)	%
Total Organic	(1.3)	%
Acquisitions	2.0	%
Currency translation	—	%
Total*	0.7	%

* Totals may be impacted by rounding.

	2024
	Q1
Organic
United States	1.3	%
Other Americas	(5.5)	%
Europe	(0.5)	%
Asia	(4.9)	%
Other	(21.7)	%
Total Organic	(1.3)	%
Acquisitions	2.0	%
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, net		1.00
Restructuring and other costs, net		0.22
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

	2024		2023
	Q1		Q1		Q2		Q3		Q4		FY 2023
Net Cash Flows Provided By (Used In):
Operating activities	$	166,593	$	241,284	$	195,254	$	383,457	$	516,350	$	1,336,345
Investing activities	429,851		(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)

	2024		2023
	Q1		Q1		Q2		Q3		Q4		FY 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 revenue	8.0 %		11.6 %		9.3 %		17.8 %		24.5 %		15.8 %
Cash flow from operating activities as a percentage of adjusted net earnings	61.1 %		88.5 %		67.8 %		115.9 %		149.6 %		108.1 %
Free cash flow as a percentage of revenue	5.8 %		9.3 %		7.4 %		15.8 %		21.6 %		13.6 %
Free cash flow as a percentage of adjusted net earnings	44.8 %		70.7 %		53.9 %		102.9 %		132.0 %		92.5 %

IS - 8

DOVER CORPORATION

PERFORMANCE MEASURES

(unaudited)(in thousands)

	2024		2023
	Q1		Q1		Q2		Q3		Q4		FY 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 & Identification	278,433		290,712		262,092		271,113		297,312		1,121,229
Pumps & Process Solutions	473,632		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 Products	1.0	%
Clean Energy & Fueling	1.6	%
Imaging & Identification	(3.4)	%
Pumps & Process Solutions	(4.6)	%
Climate & Sustainability Technologies	22.3	%
Total Organic	3.0	%
Acquisitions	1.9	%
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

XML

Cover	Apr. 25, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 25, 2024
Entity Registrant Name	DOVER Corp
Entity File Number	1-4018
Entity Tax Identification Number	53-0257888
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3005 Highland Parkway
Entity Address, City or Town	Downers Grove,
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60515
City Area Code	(630)
Local Phone Number	541-1540
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000029905
Amendment Flag	false
0.750 Notes Due 2027 [Member]
Entity Information [Line Items]
Title of 12(b) Security	0.750% Notes due 2027
Trading Symbol	DOV 27
Security Exchange Name	NYSE
1.250 Notes Due 2026 [Member]
Entity Information [Line Items]
Title of 12(b) Security	1.250% Notes due 2026
Trading Symbol	DOV 26
Security Exchange Name	NYSE
Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	DOV
Security Exchange Name	NYSE