0000029905falseDOVER Corp00000299052024-07-252024-07-250000029905us-gaap:CommonStockMember2024-07-252024-07-250000029905dov:A1250NotesDue2026Member2024-07-252024-07-250000029905dov:A0750NotesDue2027Member2024-07-252024-07-25


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): July 25, 2024
_______________________________
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 July 25, 2024, Dover Corporation ("Dover") issued the Press Release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended June 30, 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 July 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 June 30, 2024.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this report:


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




Exhibit 99.1
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 SECOND QUARTER 2024 RESULTS


DOWNERS GROVE, Ill., July 25, 2024 — Dover (NYSE: DOV), a diversified global manufacturer, announced its financial results for the second quarter ended June 30, 2024. 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)20242023
% Change*
20242023% Change*
U.S. GAAP
Revenue$2,178 $2,100 4 %$4,272 $4,179 2 %
Net earnings
282 242 16 %914 471 94 %
Diluted EPS
2.04 1.72 19 %6.57 3.35 96 %
Non-GAAP
Organic revenue change5 %2 %
Adjusted net earnings 1
327 288 14 %600 561 7 %
Adjusted diluted EPS2.36 2.05 15 %4.31 3.99 8 %

1 Q2 and year-to-date 2024 and 2023 adjusted net earnings exclude after tax purchase accounting expenses and restructuring and other costs. Year-to-date 2024 excludes the after tax gain on the sale of De-Sta-Co.
* Change may be impacted by rounding.

For the quarter ended June 30, 2024, Dover generated revenue of $2.2 billion, an increase of 4% (+5% organic). GAAP net earnings of $282 million increased 16%, and GAAP diluted EPS of $2.04 was up 19%. On an adjusted basis, net earnings of $327 million increased 14% and adjusted diluted EPS of $2.36 was up 15%.

For the six months ended June 30, 2024, Dover generated revenue of $4.3 billion, an increase of 2% (+2% organic) compared to the prior year. GAAP net earnings of $914 million increased by 94%, and GAAP diluted EPS of $6.57 was up 96%. On an adjusted basis, net earnings of $600 million increased 7%, and adjusted diluted EPS of $4.31 was up 8% compared to the prior year.

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 second quarter results were solid, driven by excellent production performance and strong shipment rates on orders received. Volume strength was broad-based across the portfolio, with four of our five operating segments posting top-line growth. Margin expansion was robust during the period due to previous portfolio additions, positive mix impact from our growth platforms, and our rigorous cost containment and productivity actions. Order trends continued their positive trajectory, bolstering our confidence in the second half outlook.

“Our strong operational results were complemented by ongoing portfolio actions. We completed two highly strategic bolt-on acquisitions that enhance our clean energy components platform, adding applications in highly attractive end markets and





expanding our global reach and manufacturing base. We also announced the divestiture of our Environmental Solutions Group business unit, reducing our exposure to capital goods as we continue to migrate the portfolio toward high margin priority platforms. Based on the development of our inorganic pipeline over the last few months, we believe we are entering a market with a significant opportunity for capital deployment, with enhanced capacity and optionality from the divestiture proceeds.

“We are approaching the second half of 2024 constructively. Underlying end market demand is healthy and is supported by our sustained order rates. We are committed to achieving our full year guidance through a combination of organic growth, operational execution, and productive capital deployment.”

FULL YEAR 2024 GUIDANCE:

In 2024, Dover expects to generate GAAP EPS in the range of $10.80 to $10.95 (adjusted EPS of $9.05 to $9.20), based on full year revenue growth of 3% to 4% (2% to 3% on an organic basis). Full year 2024 guidance includes the Environmental Solutions Group business unit.

CONFERENCE CALL INFORMATION:

Dover will host a webcast and conference call to discuss its second quarter results at 9:30 A.M. Eastern Time (8:30 A.M. Central Time) on Thursday, July 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 - SECOND QUARTER 2024

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

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenue$2,178,262 $2,100,086 $4,272,203 $4,179,109 
Cost of goods and services1,356,695 1,341,250 2,693,381 2,673,254 
Gross profit821,567 758,836 1,578,822 1,505,855 
Selling, general and administrative expenses452,193 434,340 915,317 866,754 
Operating earnings369,374 324,496 663,505 639,101 
Interest expense32,374 33,804 68,739 68,018 
Interest income(4,080)(2,653)(8,837)(4,744)
Loss (gain) on disposition663 — (529,280)— 
Other income, net(12,872)(6,678)(19,288)(10,486)
Earnings before provision for income taxes353,289 300,023 1,152,171 586,313 
Provision for income taxes71,467 57,784 238,128 115,500 
Net earnings$281,822 $242,239 $914,043 $470,813 
Net earnings per share:
Basic$2.05 $1.73 $6.61 $3.37 
Diluted$2.04 $1.72 $6.57 $3.35 
Weighted average shares outstanding:
Basic137,443139,862138,247139,810
Diluted138,404140,578139,136140,597
Dividends paid per common share$0.510 $0.505 $1.02 $1.01 
* Per share data may be impacted by rounding.
IS - 1

DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(unaudited)(in thousands)
20242023
Q1Q2Q2 YTDQ1Q2Q2 YTDQ3Q4FY 2023
REVENUE
Engineered Products$543,140 $514,837 $1,057,977 $497,549 $473,687 $971,236 $504,271 $529,080 $2,004,587 
Clean Energy & Fueling445,053 463,014 908,067 430,729 441,166 871,895 466,959 449,423 1,788,277 
Imaging & Identification276,806 287,593 564,399 283,091 271,932 555,023 276,179 285,530 1,116,732 
Pumps & Process Solutions465,729 477,239 942,968 413,881 465,626 879,507 431,373 444,811 1,755,691 
Climate & Sustainability Technologies364,292 436,706 800,998 455,325 449,001 904,326 475,911 398,345 1,778,582 
Intersegment eliminations(1,079)(1,127)(2,206)(1,552)(1,326)(2,878)(1,425)(1,432)(5,735)
Total consolidated revenue$2,093,941 $2,178,262 $4,272,203 $2,079,023 $2,100,086 $4,179,109 $2,153,268 $2,105,757 $8,438,134 
NET EARNINGS
Segment Earnings:
Engineered Products $103,969 $101,247 $205,216 $84,275 $73,076 $157,351 $101,610 $118,464 $377,425 
Clean Energy & Fueling
69,675 87,536 157,211 73,605 83,616 157,221 92,483 78,900 328,604 
Imaging & Identification69,959 75,786 145,745 68,315 61,336 129,651 70,316 72,545 272,512 
Pumps & Process Solutions 118,737 137,217 255,954 115,244 129,337 244,581 117,907 121,917 484,405 
Climate & Sustainability Technologies
50,759 79,127 129,886 73,778 76,074 149,852 84,060 71,468 305,380 
Total segment earnings413,099 480,913 894,012 415,217 423,439 838,656 466,376 463,294 1,768,326 
Purchase accounting
expenses 1
45,551 45,697 91,248 42,679 40,200 82,879 40,320 41,744 164,943 
Restructuring and other costs 2
24,684 11,590 36,274 14,053 18,143 32,196 12,327 19,150 63,673 
Disposition costs 3
— — — — — — — 1,302 1,302 
(Gain) loss on disposition 4
(529,943)663 (529,280)— — — — — — 
Corporate expense
 / other 5
42,317 41,380 83,697 40,072 33,922 73,994 30,686 45,913 150,593 
Interest expense36,365 32,374 68,739 34,214 33,804 68,018 32,389 30,898 131,305 
Interest income(4,757)(4,080)(8,837)(2,091)(2,653)(4,744)(3,808)(4,944)(13,496)
Earnings before provision for income taxes798,882 353,289 1,152,171 286,290 300,023 586,313 354,462 329,231 1,270,006 
Provision for income taxes 6
166,661 71,467 238,128 57,716 57,784 115,500 64,709 32,969 213,178 
Net earnings$632,221 $281,822 $914,043 $228,574 $242,239 $470,813 $289,753 $296,262 $1,056,828 
SEGMENT EARNINGS MARGIN
Engineered Products19.1 %19.7 %19.4 %16.9 %15.4 %16.2 %20.1 %22.4 %18.8 %
Clean Energy & Fueling
15.7 %18.9 %17.3 %17.1 %19.0 %18.0 %19.8 %17.6 %18.4 %
Imaging & Identification25.3 %26.4 %25.8 %24.1 %22.6 %23.4 %25.5 %25.4 %24.4 %
Pumps & Process Solutions 25.5 %28.8 %27.1 %27.8 %27.8 %27.8 %27.3 %27.4 %27.6 %
Climate & Sustainability Technologies
13.9 %18.1 %16.2 %16.2 %16.9 %16.6 %17.7 %17.9 %17.2 %
Total segment earnings margin19.7 %22.1 %20.9 %20.0 %20.2 %20.1 %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) loss 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
Q1Q2Q2 YTDQ1Q2Q2 YTDQ3Q4FY 2023
Net earnings per share:
Basic$4.55 $2.05 $6.61 $1.64 $1.73 $3.37 $2.07 $2.12 $7.56 
Diluted$4.52 $2.04 $6.57 $1.63 $1.72 $3.35 $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 $281,822 $914,043 $228,574 $242,239 $470,813 $289,753 $296,262 $1,056,828 
Weighted average shares outstanding:
Basic139,051 137,443 138,247 139,757 139,862 139,810 139,878 139,893 139,848 
Diluted139,869 138,404 139,136 140,616 140,578 140,597 140,615 140,586 140,599 
* 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
Q1Q2Q2 YTDQ1Q2Q2 YTDQ3Q4FY 2023
Adjusted net earnings:
Net earnings$632,221 $281,822 $914,043 $228,574 $242,239 $470,813 $289,753 $296,262 $1,056,828 
Purchase accounting expenses, pre-tax 1
45,551 45,697 91,248 42,679 40,200 82,879 40,320 41,744 164,943 
Purchase accounting expenses, tax impact 2
(10,005)(10,053)(20,058)(9,599)(9,012)(18,611)(8,966)(9,143)(36,720)
Restructuring and other costs, pre-tax 3
24,684 11,590 36,274 14,053 18,143 32,196 12,327 19,150 63,673 
Restructuring and other costs, tax impact 2
(4,875)(2,479)(7,354)(2,990)(3,665)(6,655)(2,556)(3,970)(13,181)
Disposition costs, pre-tax 4
— — — — — — — 1,302 1,302 
Disposition costs, tax impact 2
— — — — — — — (270)(270)
(Gain) loss on disposition, pre-tax 5
(529,943)663 (529,280)— — — — — — 
(Gain) loss on disposition, tax-impact 2
114,973 (144)114,829 — — — — — — 
Adjusted net earnings
$272,606 $327,096 $599,702 $272,717 $287,905 $560,622 $330,878 $345,075 $1,236,575 
Adjusted diluted net earnings per share:
Diluted net earnings per share$4.52 $2.04 $6.57 $1.63 $1.72 $3.35 $2.06 $2.11 $7.52 
Purchase accounting expenses, pre-tax 1
0.33 0.33 0.66 0.30 0.29 0.59 0.29 0.30 1.18 
Purchase accounting expenses, tax impact 2
(0.07)(0.07)(0.14)(0.07)(0.06)(0.13)(0.06)(0.07)(0.26)
Restructuring and other costs, pre-tax 3
0.18 0.08 0.26 0.10 0.13 0.23 0.09 0.14 0.46 
Restructuring and other costs, tax impact 2
(0.03)(0.02)(0.05)(0.02)(0.03)(0.05)(0.02)(0.03)(0.10)
Disposition costs, pre-tax 4
— — — — — — — 0.01 0.01 
Disposition costs, tax impact 2
— — — — — — — — — 
(Gain) loss on disposition, pre-tax 5
(3.79)— (3.80)— — — — — — 
(Gain) loss on disposition, tax-impact 2
0.82 — 0.83 — — — — — — 
Adjusted diluted net earnings per share
$1.95 $2.36 $4.31 $1.94 $2.05 $3.99 $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 and Q2 YTD 2024 include $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) loss on disposition due to the sale of De-Sta-Co in the Engineered Products segment, including a $0.7M post-closing adjustment recorded in Q2 2024.
* 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
Q1Q2Q2 YTDQ1Q2Q2 YTDQ3Q4FY 2023
ADJUSTED SEGMENT EBITDA
Engineered Products:
Segment earnings$103,969 $101,247 $205,216 $84,275 $73,076 $157,351 $101,610 $118,464 $377,425 
Other depreciation and amortization 1
6,361 6,343 12,704 7,070 7,300 14,370 7,306 6,397 28,073 
Adjusted segment EBITDA 2
110,330 107,590 217,920 91,345 80,376 171,721 108,916 124,861 405,498 
Adjusted segment EBITDA margin 2
20.3 %20.9 %20.6 %18.4 %17.0 %17.7 %21.6 %23.6 %20.2 %
Clean Energy & Fueling:
Segment earnings$69,675 $87,536 $157,211 $73,605 $83,616 $157,221 $92,483 $78,900 $328,604 
Other depreciation and amortization 1
7,921 7,627 15,548 7,046 7,541 14,587 7,686 7,844 30,117 
Adjusted segment EBITDA 2
77,596 95,163 172,759 80,651 91,157 171,808 100,169 86,744 358,721 
Adjusted segment EBITDA margin 2
17.4 %20.6 %19.0 %18.7 %20.7 %19.7 %21.5 %19.3 %20.1 %
Imaging & Identification:
Segment earnings$69,959 $75,786 $145,745 $68,315 $61,336 $129,651 $70,316 $72,545 $272,512 
Other depreciation and amortization 1
3,733 3,271 7,004 3,394 3,745 7,139 3,972 4,182 15,293 
Adjusted segment EBITDA 2
73,692 79,057 152,749 71,709 65,081 136,790 74,288 76,727 287,805 
Adjusted segment EBITDA margin 2
26.6 %27.5 %27.1 %25.3 %23.9 %24.6 %26.9 %26.9 %25.8 %
Pumps & Process Solutions:
Segment earnings$118,737 $137,217 $255,954 $115,244 $129,337 $244,581 $117,907 $121,917 $484,405 
Other depreciation and amortization 1
12,139 12,637 24,776 10,939 11,609 22,548 12,052 11,744 46,344 
Adjusted segment EBITDA 2
130,876 149,854 280,730 126,183 140,946 267,129 129,959 133,661 530,749 
Adjusted segment EBITDA margin 2
28.1 %31.4 %29.8 %30.5 %30.3 %30.4 %30.1 %30.0 %30.2 %
Climate & Sustainability Technologies:
Segment earnings$50,759 $79,127 $129,886 $73,778 $76,074 $149,852 $84,060 $71,468 $305,380 
Other depreciation and amortization 1
7,275 7,220 14,495 6,624 6,895 13,519 6,954 7,084 27,557 
Adjusted segment EBITDA 2
58,034 86,347 144,381 80,402 82,969 163,371 91,014 78,552 332,937 
Adjusted segment EBITDA margin 2
15.9 %19.8 %18.0 %17.7 %18.5 %18.1 %19.1 %19.7 %18.7 %
Total Segments:
Total segment earnings 2, 3
$413,099 $480,913 $894,012 $415,217 $423,439 $838,656 $466,376 $463,294 $1,768,326 
Other depreciation and amortization 1
37,429 37,098 74,527 35,073 37,090 72,163 37,970 37,251 147,384 
Total Adjusted segment EBITDA 2
450,528 518,011 968,539 450,290 460,529 910,819 504,346 500,545 1,915,710 
Total Adjusted segment EBITDA margin 2
21.5 %23.8 %22.7 %21.7 %21.9 %21.8 %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
Q1Q2Q2 YTDQ1Q2Q2 YTDQ3Q4FY 2023
Net earnings$632,221 $281,822 $914,043 $228,574 $242,239 $470,813 $289,753 $296,262 $1,056,828 
Provision for income taxes 1
166,661 71,467 238,128 57,716 57,784 115,500 64,709 32,969 213,178 
Earnings before provision for income taxes798,882 353,289 1,152,171 286,290 300,023 586,313 354,462 329,231 1,270,006 
Interest income(4,757)(4,080)(8,837)(2,091)(2,653)(4,744)(3,808)(4,944)(13,496)
Interest expense36,365 32,374 68,739 34,214 33,804 68,018 32,389 30,898 131,305 
Corporate expense / other 2
42,317 41,380 83,697 40,072 33,922 73,994 30,686 45,913 150,593 
Disposition costs 3
— — — — — — — 1,302 1,302 
(Gain) loss on disposition 4
(529,943)663 (529,280)— — — — — — 
Restructuring and other costs 5
24,684 11,590 36,274 14,053 18,143 32,196 12,327 19,150 63,673 
Purchase accounting expenses 6
45,551 45,697 91,248 42,679 40,200 82,879 40,320 41,744 164,943 
Total segment earnings 7
413,099 480,913 894,012 415,217 423,439 838,656 466,376 463,294 1,768,326 
Add: Other depreciation and amortization 8
37,429 37,098 74,527 35,073 37,090 72,163 37,970 37,251 147,384 
Total adjusted segment EBITDA 7
$450,528 $518,011 $968,539 $450,290 $460,529 $910,819 $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) loss 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
Q2Q2 YTD
Organic
Engineered Products20.2 %14.6 %
Clean Energy & Fueling
2.3 %1.9 %
Imaging & Identification6.9 %2.6 %
Pumps & Process Solutions(3.1)%0.5 %
Climate & Sustainability Technologies
(2.3)%(11.4)%
Total Organic4.8 %1.8 %
Acquisitions2.1 %2.1 %
Dispositions(2.6)%(1.3)%
Currency translation(0.6)%(0.4)%
Total*3.7 %2.2 %
* Totals may be impacted by rounding.
2024
Q2Q2 YTD
Organic
United States11.4 %6.3 %
Other Americas17.6 %5.9 %
Europe(3.8)%(2.2)%
Asia (8.5)%(6.8)%
Other(27.8)%(24.8)%
Total Organic4.8 %1.8 %
Acquisitions2.1 %2.1 %
Dispositions(2.6)%(1.3)%
Currency translation(0.6)%(0.4)%
Total*3.7 %2.2 %
* Totals may be impacted by rounding.

Adjusted EPS Guidance Reconciliation
Range
2024 Guidance for Earnings per Share (GAAP)
$10.80$10.95
Purchase accounting expenses, net1.01
Restructuring and other costs, net0.24
Gain on disposition, net(3.00)
2024 Guidance for Adjusted Earnings per Share (Non-GAAP)
$9.05$9.20
* 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
Q1Q2Q2 YTDQ1Q2Q2 YTDQ3Q4FY 2023
Net Cash Flows Provided By (Used In):
Operating activities$166,593 $203,662 $370,255 $241,284 $195,254 $436,538 $383,457 $516,350 $1,336,345 
Investing activities429,851 28,165 458,016 (43,556)(42,454)(86,010)(50,243)(590,377)(726,630)
Financing activities(80,782)(830,657)(911,439)(306,565)(137,924)(444,489)(312,716)189,149 (568,056)

Quarterly Free Cash Flow (Non-GAAP)
20242023
Q1Q2Q2 YTDQ1Q2Q2 YTDQ3Q4FY 2023
Cash flow from operating activities 1
$166,593 $203,662 $370,255 $241,284 $195,254 $436,538 $383,457 $516,350 $1,336,345 
Less: Capital expenditures(44,475)(40,872)(85,347)(48,375)(40,079)(88,454)(43,128)(61,010)(192,592)
Free cash flow$122,118 $162,790 $284,908 $192,909 $155,175 $348,084 $340,329 $455,340 $1,143,753 
Cash flow from operating activities as a percentage of revenue8.0 %9.3 %8.7 %11.6 %9.3 %10.4 %17.8 %24.5 %15.8 %
Cash flow from operating activities as a percentage of adjusted net earnings61.1 %62.3 %61.7 %88.5 %67.8 %77.9 %115.9 %149.6 %108.1 %
Free cash flow as a percentage of revenue5.8 %7.5 %6.7 %9.3 %7.4 %8.3 %15.8 %21.6 %13.6 %
Free cash flow as a percentage of adjusted net earnings44.8 %49.8 %47.5 %70.7 %53.9 %62.1 %102.9 %132.0 %92.5 %
1 Q2 and Q2 YTD 2024 include income tax payments of $56 million related to the gain on the disposition of De-Sta-Co. The remainder of the tax payments on the De-Sta-Co gain will be paid in quarterly installments throughout 2024.

IS - 8

DOVER CORPORATION
PERFORMANCE MEASURES
(unaudited)(in thousands)
20242023
Q1Q2Q2 YTDQ1Q2Q2 YTDQ3Q4FY 2023
BOOKINGS
Engineered Products$541,982 $581,370 $1,123,352 $536,472 $489,131 $1,025,603 $576,641 $494,528 $2,096,772 
Clean Energy & Fueling
471,610 442,086 913,696 454,526 440,137 894,663 449,663 401,195 1,745,521 
Imaging & Identification278,433 288,641 567,074 290,712 262,092 552,804 271,113 297,312 1,121,229 
Pumps & Process Solutions473,632 461,426 935,058 464,297 394,317 858,614 363,111 455,390 1,677,115 
Climate & Sustainability Technologies
453,086 406,269 859,355 371,643 310,911 682,554 340,474 325,625 1,348,653 
Intersegment eliminations(1,107)(1,693)(2,800)(1,530)(1,918)(3,448)(849)(2,125)(6,422)
Total consolidated bookings$2,217,636 $2,178,099 $4,395,735 $2,116,120 $1,894,670 $4,010,790 $2,000,153 $1,971,925 $7,982,868 

2024
Q2Q2 YTD
BOOKINGS GROWTH FACTORS
Organic
Engineered Products29.3 %14.5 %
Clean Energy & Fueling
(1.6)%— %
Imaging & Identification11.1 %3.5 %
Pumps & Process Solutions10.5 %2.3 %
Climate & Sustainability Technologies
31.6 %26.6 %
Total Organic16.1 %9.2 %
Acquisitions2.1 %2.0 %
Dispositions(2.7)%(1.3)%
Currency translation(0.5)%(0.3)%
Total*15.0 %9.6 %
* 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
v3.24.2
Cover
Jul. 25, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 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
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