Dover Reports Fourth Quarter and Full Year 2023 Results

DOWNERS GROVE, Ill., Feb. 1, 2024 /PRNewswire/ -- Dover (NYSE: DOV), a diversified global manufacturer, announced its financial results for the fourth quarter and full year ended December 31, 2023. All comparisons are to the comparable period of the prior fiscal year, unless otherwise noted.

                                                               Three Months Ended December 31,                 Years Ended December 31,



     
              ($ in millions, except per share data)   2023    2022                         % Change   2023           2022            % Change



     
              U.S. GAAP



     Revenue                                           $2,106  $2,139                            (2) % $8,438         $8,508               (1) %



     Net earnings                                         296     264                             12 %  1,057          1,065               (1) %



     Diluted EPS                                         2.11    1.87                             13 %   7.52           7.42                 1 %





     
              Non-GAAP



     Organic revenue change                                                                    (3) %                                   (1) %



     Adjusted net earnings (1)                            345     305                             13 %  1,237          1,213                 2 %



     Adjusted diluted EPS                                2.45    2.16                             13 %   8.80           8.45                 4 %

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

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

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

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

MANAGEMENT COMMENTARY:

Dover's President and Chief Executive Officer, Richard J. Tobin, said, "The fourth quarter market conditions and our business posture were in line with our forecasts. In the end markets where secular demand trends inflected positively, such as CO(2) refrigeration systems, waste handling and precision components, we were able to capitalize on the market conditions and drive margin mix higher benefiting the consolidated portfolio in the quarter. We reduced production volumes in certain product lines in line with our mid-year forecasts in response to destocking trends that resulted from lead time normalization and higher inventory carrying costs driven by interest rate increases. We believe these proactive actions balanced channel inventories in the majority of our markets with forecasted demand for 2024. This operating posture drove an exemplary operating cash flow performance in the quarter and positions us to match production performance with prevailing demand in the coming year.

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

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

FULL YEAR 2024 GUIDANCE:

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

CONFERENCE CALL INFORMATION:

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

ABOUT DOVER:

Dover is a diversified global manufacturer and solutions provider with annual revenue of over $8 billion. We deliver innovative equipment and components, consumable supplies, aftermarket parts, software and digital solutions, and support services through five operating segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions and Climate & Sustainability Technologies. Dover combines global scale with operational agility to lead the markets we serve. Recognized for our entrepreneurial approach for over 65 years, our team of over 25,000 employees takes an ownership mindset, collaborating with customers to redefine what's possible. Headquartered in Downers Grove, Illinois, Dover trades on the New York Stock Exchange under "DOV." Additional information is available at dovercorporation.com.

FORWARD-LOOKING STATEMENTS:

This press release contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements in this document other than statements of historical fact are statements that are, or could be deemed, "forward-looking" statements. Forward-looking statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Company's control. Factors that could cause actual results to differ materially from current expectations include, among other things, general economic conditions and conditions in the particular markets in which we operate; supply chain constraints and labor shortages that could result in production stoppages, inflation in material input costs and freight logistics; the impact of interest rate and currency exchange rate fluctuations; the impacts of natural or human-induced disasters, acts of war, terrorism, international conflicts, and public health crises on the global economy and on our customers, suppliers, employees, business and cash flows; changes in customer demand and capital spending; competitive factors and pricing pressures; our ability to develop and launch new products in a cost-effective manner; our ability to realize synergies from newly acquired businesses; and our ability to derive expected benefits from restructuring, productivity initiatives and other cost reduction actions. For details on the risks and uncertainties that could cause our results to differ materially from the forward-looking statements contained herein, we refer you to the documents we file with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2022, and our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These documents are available from the Securities and Exchange Commission, and on our website, dovercorporation.com. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

                             
              
                
                  INVESTOR SUPPLEMENT - FOURTH QUARTER AND FULL YEAR 2023

                                                                          ---



                                                       
              
                DOVER CORPORATION


                                              
              
                CONSOLIDATED STATEMENTS OF EARNINGS


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




                                                                                                                      Three Months Ended December 31,                   Years Ended December 31,


                                                                                                          2023                     2022                    2023        2022



     
                Revenue                                                                          $2,105,757               $2,139,181              $8,438,134  $8,508,088



     Cost of goods and services                                                                     1,319,994                1,372,852               5,353,501   5,444,532



     
                Gross profit                                                                        785,763                  766,329               3,084,633   3,063,556



     Selling, general and administrative expenses                                                     431,291                  413,611               1,718,290   1,684,226



     
                Operating earnings                                                                  354,472                  352,718               1,366,343   1,379,330



     Interest expense                                                                                  30,898                   33,126                 131,305     116,456



     Interest income                                                                                  (4,944)                 (1,462)               (13,496)    (4,430)



     Other income, net                                                                                  (713)                 (2,359)               (21,472)   (20,201)



     
                Earnings before provision for income taxes                                          329,231                  323,413               1,270,006   1,287,505



     Provision for income taxes                                                                        32,969                   59,834                 213,178     222,129



     
                Net earnings                                                                       $296,262                 $263,579              $1,056,828  $1,065,376





     
                Net earnings per share:



     Basic                                                                                              $2.12                    $1.88                   $7.56       $7.47



     Diluted                                                                                            $2.11                    $1.87                   $7.52       $7.42



     
                Weighted average shares outstanding:



     Basic                                                                                            139,893                  140,343                 139,848     142,681



     Diluted                                                                                          140,586                  141,168                 140,599     143,595





     Dividends paid per common share                                                                    $0.51                   $0.505                   $2.03       $2.01





     * Per share data may be impacted by rounding.

                                                                                                                                                              
              
                DOVER CORPORATION


                                                                                                                                                 
              
                QUARTERLY
                 SEGMENT INFORMATION


                                                                                                                                                                
              (unaudited)(in thousands)




                                                                                                                                                                                                                                                         2023                                                                                                                                            2022


                                                                                                                                       Q1                           Q2                           Q3                           Q4                           FY 2023                                 Q1                           Q2                           Q3                           Q4                  FY 2022



       
                
                  REVENUE

    ---


       Engineered Products                                                                                                      $497,549                      $473,687                      $504,271                      $529,080                         $2,004,587                            $487,647                      $514,436                      $516,501                      $525,048                $2,043,632



       Clean Energy & Fueling                                                                                                    430,729                       441,166                       466,959                       449,423                          1,788,277                             458,395                       494,075                       464,022                       462,015                 1,878,507



       Imaging & Identification                                                                                                  283,091                       271,932                       276,179                       285,530                          1,116,732                             272,255                       275,951                       282,371                       293,238                 1,123,815



       Pumps & Process Solutions                                                                                                 413,881                       465,626                       431,373                       444,811                          1,755,691                             435,195                       441,127                       433,558                       418,355                 1,728,235



       Climate & Sustainability Technologies                                                                                     455,325                       449,001                       475,911                       398,345                          1,778,582                             399,078                       434,164                       462,671                       441,811                 1,737,724



       Intersegment eliminations                                                                                                 (1,552)                      (1,326)                      (1,425)                      (1,432)                           (5,735)                              (669)                      (1,038)                        (832)                      (1,286)                  (3,825)



       Total consolidated revenue                                                                                             $2,079,023                    $2,100,086                    $2,153,268                    $2,105,757                         $8,438,134                          $2,051,901                    $2,158,715                    $2,158,291                    $2,139,181                $8,508,088





       
                
                  NET EARNINGS

    ---


       Segment Earnings:



       Engineered Products                                                                                                       $84,275                       $73,076                      $101,610                      $118,464                           $377,425                             $71,130                       $81,671                       $90,145                      $103,573                  $346,519



       Clean Energy & Fueling                                                                                                     73,605                        83,616                        92,483                        78,900                            328,604                              72,962                        99,034                        90,208                        90,789                   352,993



       Imaging & Identification                                                                                                   68,315                        61,336                        70,316                        72,545                            272,512                              58,598                        61,392                        74,477                        73,617                   268,084



       Pumps & Process Solutions                                                                                                 115,244                       129,337                       117,907                       121,917                            484,405                             146,617                       138,048                       128,573                       119,780                   533,018



       Climate & Sustainability Technologies                                                                                      73,778                        76,074                        84,060                        71,468                            305,380                              53,609                        64,181                        75,190                        61,504                   254,484



       Total segment earnings                                                                                                    415,217                       423,439                       466,376                       463,294                          1,768,326                             402,916                       444,326                       458,593                       449,263                 1,755,098



       Purchase accounting                                                                                                        42,679                        40,200                        40,320                        41,744                            164,943                              53,286                        47,019                        40,526                        40,272                   181,103


       expenses (1)



       Restructuring and other costs (2)                                                                                          14,053                        18,143                        12,327                        19,150                             63,673                              10,552                         7,944                         8,613                        11,881                    38,990



       Disposition costs (3)                                                                                                           -                                                                                  1,302                              1,302                                 194                                                                                                              194



       Corporate expense                                                                                                          40,072                        33,922                        30,686                        45,913                            150,593                              37,404                        27,967                        27,876                        42,033                   135,280


        / other 4



       Interest expense                                                                                                           34,214                        33,804                        32,389                        30,898                            131,305                              26,552                        26,989                        29,789                        33,126                   116,456



       Interest income                                                                                                           (2,091)                      (2,653)                      (3,808)                      (4,944)                          (13,496)                              (775)                        (949)                      (1,244)                      (1,462)                  (4,430)



       Earnings before provision for income taxes                                                                                286,290                       300,023                       354,462                       329,231                          1,270,006                             275,703                       335,356                       353,033                       323,413                 1,287,505



       Provision for income taxes 5                                                                                               57,716                        57,784                        64,709                        32,969                            213,178                              49,550                        45,738                        67,007                        59,834                   222,129



       Net earnings                                                                                                             $228,574                      $242,239                      $289,753                      $296,262                         $1,056,828                            $226,153                      $289,618                      $286,026                      $263,579                $1,065,376





       
                
                  SEGMENT EARNINGS MARGIN

    ---


       Engineered Products                                                                                                        16.9 %                       15.4 %                       20.1 %                       22.4 %                            18.8 %                             14.6 %                       15.9 %                       17.5 %                       19.7 %                   17.0 %



       Clean Energy & Fueling                                                                                                     17.1 %                       19.0 %                       19.8 %                       17.6 %                            18.4 %                             15.9 %                       20.0 %                       19.4 %                       19.7 %                   18.8 %



       Imaging & Identification                                                                                                   24.1 %                       22.6 %                       25.5 %                       25.4 %                            24.4 %                             21.5 %                       22.2 %                       26.4 %                       25.1 %                   23.9 %



       Pumps & Process Solutions                                                                                                  27.8 %                       27.8 %                       27.3 %                       27.4 %                            27.6 %                             33.7 %                       31.3 %                       29.7 %                       28.6 %                   30.8 %



       Climate & Sustainability Technologies                                                                                      16.2 %                       16.9 %                       17.7 %                       17.9 %                            17.2 %                             13.4 %                       14.8 %                       16.3 %                       13.9 %                   14.6 %



       Total segment earnings margin                                                                                              20.0 %                       20.2 %                       21.7 %                       22.0 %                            21.0 %                             19.6 %                       20.6 %                       21.2 %                       21.0 %                   20.6 %





       
                (1) Purchase accounting expenses are primarily comprised of amortization of intangible assets and charges related to fair value step-ups for acquired inventory sold during the period.



       
                (2) Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges.



       
                (3) Q4 and FY 2023 disposition costs relate to the sale of De-Sta-Co which is expected to close in Q1 2024. Q1 and FY 2022 represents working capital adjustments related to the disposition of Unified Brands and the Race Winning Brands equity method investment in Q4 2021.



       
                4 Certain expenses are maintained at the corporate level and not allocated to the segments. These expenses include executive and functional compensation costs, non-service pension costs, non-operating insurance expenses, shared business services and digital overhead costs, deal-related expenses and various administrative expenses relating to the corporate headquarters.



       
                5 Q4 and FY 2023 include the net income tax benefit of internal reorganizations executed in 2023. Q2 and FY 2022 include a reduction to income taxes previously recorded related to the Tax Cuts and Jobs Act.

                                                                                                                              
              
                DOVER CORPORATION


                                                                                                                            
          
                QUARTERLY EARNINGS PER SHARE


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




                                    Earnings Per Share

    ---

                                                                                                                                                                                 2023                                                 2022


                                                                                     Q1                           Q2                     Q3                           Q4           FY 2023      Q1      Q2       Q3        Q4              FY 2022



       
                Net earnings per share:



       Basic                                                                     $1.64                         $1.73                   $2.07                         $2.12              $7.56    $1.57    $2.01     $2.01      $1.88                 $7.47



       Diluted                                                                   $1.63                         $1.72                   $2.06                         $2.11              $7.52    $1.56    $2.00     $2.00      $1.87                 $7.42





       
                Net earnings and weighted average shares used in calculated earnings per share amounts are as follows:



       Net earnings                                                           $228,574                      $242,239                $289,753                      $296,262         $1,056,828 $226,153 $289,618  $286,026   $263,579            $1,065,376





       
                Weighted average shares outstanding:



       Basic                                                                   139,757                       139,862                 139,878                       139,893            139,848  144,087  143,832   142,506    140,343               142,681



       Diluted                                                                 140,616                       140,578                 140,615                       140,586            140,599  145,329  144,669   143,257    141,168               143,595





       * Per share data may be impacted by rounding.

                                                          
        
                DOVER CORPORATION


                                                
              
          CONDENSED CONSOLIDATED BALANCE SHEETS


                                                            
        (unaudited)(in thousands)




                                                                                                        December 31, 2023 December 31, 2022



     
                Assets:



     Cash and cash equivalents                                                                                  $398,561           $380,868



     Receivables, net                                                                                          1,432,040          1,516,871



     Inventories, net                                                                                          1,225,452          1,366,608



     Prepaid and other current assets                                                                            141,538            159,118



     Assets held for sale                                                                                        192,644



     Property, plant and equipment, net                                                                        1,031,816          1,004,825



     Goodwill                                                                                                  4,881,687          4,669,494



     Intangible assets, net                                                                                    1,483,913          1,333,735



     Other assets and deferred charges                                                                           560,862            465,000



     
                Total assets                                                                               $11,348,513        $10,896,519





     
                Liabilities and Stockholders' Equity:



     Short-term borrowings                                                                                      $468,282           $735,772



     Payables, accrued expenses and other current liabilities                                                  1,880,920          2,037,502



     Liabilities held for sale                                                                                    64,568



     Deferred taxes and other non-current liabilities                                                            836,379            894,366



     Long-term debt                                                                                            2,991,759          2,942,513



     Stockholders' equity                                                                                      5,106,605          4,286,366



     
                Total liabilities and stockholders' equity                                                 $11,348,513        $10,896,519

                                                                        
              
                DOVER CORPORATION


                                                         
              
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                          
              (unaudited)(in thousands)




                                                                                                                                            Years Ended December 31,


                                                                                                                                       2023                   2022



     
                
                  Operating activities:



     Net earnings                                                                                                               $1,056,828             $1,065,376



     Depreciation and amortization                                                                                                 317,463                307,538



     Stock-based compensation                                                                                                       31,465                 30,821



     Contributions to employee benefit plans                                                                                      (16,098)              (12,890)



     Net change in assets and liabilities                                                                                         (53,313)             (585,121)



     Net cash provided by operating activities                                                                                   1,336,345                805,724





     
                
                  Investing activities:



     Additions to property, plant and equipment                                                                                  (192,592)             (220,962)



     Acquisitions, net of cash and cash equivalents acquired                                                                     (533,623)             (312,855)



     Proceeds from the sale of property, plant and equipment                                                                         4,234                  6,061



     Other                                                                                                                         (4,649)              (13,168)



     Net cash used in investing activities                                                                                       (726,630)             (540,924)





     
                
                  Financing activities:



     Change in commercial paper and other short-term borrowings, net                                                             (267,490)               629,891



     Dividends paid to stockholders                                                                                              (284,297)             (287,551)



     Repurchase of common stock, including accelerated share repurchase program                                                          -             (585,000)



     Payments to settle employee tax obligations on exercise of share-based awards                                                (12,137)              (14,637)



     Other                                                                                                                         (4,132)               (2,968)



     Net cash used in financing activities                                                                                       (568,056)             (260,265)





     Effect of exchange rate changes on cash and cash equivalents                                                                  (6,666)               (9,171)





     Net increase (decrease) in cash and cash equivalents, including cash held for sale                                             34,993                (4,636)



     Cash and cash equivalents at beginning of year                                                                                380,868                385,504



     Cash and cash equivalents, including cash held for sale at end of year                                                       $415,861               $380,868




                                                                                                                                            Years Ended December 31,


                                                                                                                                       2023                   2022



     Cash and cash equivalents                                                                                                    $398,561               $380,868



     Cash and cash equivalents held for sale                                                                                        17,300



     Cash and cash equivalents, including cash held for sale                                                                      $415,861               $380,868

                                                                                                                                                   
              
                DOVER CORPORATION


                                                                                                                                      
              
                QUARTERLY ADJUSTED SEGMENT EBITDA (NON-GAAP)


                                                                                                                                                      
              (unaudited)(in thousands)





       
                
                  Non-GAAP Reconciliations

    ---



                                                                                                                                                                                                                      2023                                                                2022


                                                                                                                  Q1                           Q2                           Q3                           Q4             FY 2023         Q1          Q2           Q3            Q4              FY 2022



       
                
                  ADJUSTED SEGMENT EBITDA

    ---




       
                
                  Engineered Products:

    ---


       Segment earnings                                                                                     $84,275                       $73,076                      $101,610                      $118,464             $377,425     $71,130      $81,671       $90,145       $103,573              $346,519



       Other depreciation and amortization (1)                                                                7,070                         7,300                         7,306                         6,397               28,073       7,274        6,799         6,819          6,853                27,745



       Adjusted segment EBITDA (2)                                                                           91,345                        80,376                       108,916                       124,861              405,498      78,404       88,470        96,964        110,426               374,264



       Adjusted segment EBITDA margin (2)                                                                    18.4 %                       17.0 %                       21.6 %                       23.6 %              20.2 %     16.1 %      17.2 %       18.8 %        21.0 %               18.3 %





       
                
                  Clean Energy & Fueling:

    ---


       Segment earnings                                                                                     $73,605                       $83,616                       $92,483                       $78,900             $328,604     $72,962      $99,034       $90,208        $90,789              $352,993



       Other depreciation and amortization (1)                                                                7,046                         7,541                         7,686                         7,844               30,117       8,466        6,533         6,893          6,923                28,815



       Adjusted segment EBITDA (2)                                                                           80,651                        91,157                       100,169                        86,744              358,721      81,428      105,567        97,101         97,712               381,808



       Adjusted segment EBITDA margin (2)                                                                    18.7 %                       20.7 %                       21.5 %                       19.3 %              20.1 %     17.8 %      21.4 %       20.9 %        21.1 %               20.3 %





       
                
                  Imaging & Identification:

    ---


       Segment earnings                                                                                     $68,315                       $61,336                       $70,316                       $72,545             $272,512     $58,598      $61,392       $74,477        $73,617              $268,084



       Other depreciation and amortization (1)                                                                3,394                         3,745                         3,972                         4,182               15,293       3,497        3,496         3,372          3,820                14,185



       Adjusted segment EBITDA (2)                                                                           71,709                        65,081                        74,288                        76,727              287,805      62,095       64,888        77,849         77,437               282,269



       Adjusted segment EBITDA margin (2)                                                                    25.3 %                       23.9 %                       26.9 %                       26.9 %              25.8 %     22.8 %      23.5 %       27.6 %        26.4 %               25.1 %





       
                
                  Pumps & Process Solutions:

    ---


       Segment earnings                                                                                    $115,244                      $129,337                      $117,907                      $121,917             $484,405    $146,617     $138,048      $128,573       $119,780              $533,018



       Other depreciation and amortization (1)                                                               10,939                        11,609                        12,052                        11,744               46,344       9,922        9,787        10,137         10,993                40,839



       Adjusted segment EBITDA (2)                                                                          126,183                       140,946                       129,959                       133,661              530,749     156,539      147,835       138,710        130,773               573,857



       Adjusted segment EBITDA margin (2)                                                                    30.5 %                       30.3 %                       30.1 %                       30.0 %              30.2 %     36.0 %      33.5 %       32.0 %        31.3 %               33.2 %





       
                
                  Climate & Sustainability Technologies:

    ---


       Segment earnings                                                                                     $73,778                       $76,074                       $84,060                       $71,468             $305,380     $53,609      $64,181       $75,190        $61,504              $254,484



       Other depreciation and amortization (1)                                                                6,624                         6,895                         6,954                         7,084               27,557       6,495        6,443         6,736          6,530                26,204



       Adjusted segment EBITDA (2)                                                                           80,402                        82,969                        91,014                        78,552              332,937      60,104       70,624        81,926         68,034               280,688



       Adjusted segment EBITDA margin (2)                                                                    17.7 %                       18.5 %                       19.1 %                       19.7 %              18.7 %     15.1 %      16.3 %       17.7 %        15.4 %               16.2 %





       
                
                  Total Segments:

    ---


       Total segment earnings 2, 3                                                                         $415,217                      $423,439                      $466,376                      $463,294           $1,768,326    $402,916     $444,326      $458,593       $449,263            $1,755,098



       Other depreciation and amortization (1)                                                               35,073                        37,090                        37,970                        37,251              147,384      35,654       33,058        33,957         35,119               137,788



       Total Adjusted segment EBITDA (2)                                                                    450,290                       460,529                       504,346                       500,545            1,915,710     438,570      477,384       492,550        484,382             1,892,886



       Total Adjusted segment EBITDA margin (2)                                                              21.7 %                       21.9 %                       23.4 %                       23.8 %              22.7 %     21.4 %      22.1 %       22.8 %        22.6 %               22.2 %





       
                1 Other depreciation and amortization relates to property, plant, and equipment and intangibles, and excludes amounts related to purchase accounting expenses and restructuring and other costs.



       
                (2) Refer to Non-GAAP Disclosures section for definition.



       
                (3) Refer to Quarterly Segment Information section for reconciliation of total segment earnings to net earnings.

                                                                                                                                                                        
              
                DOVER CORPORATION


                                                                                                                                              
              
                QUARTERLY ADJUSTED EARNINGS AND ADJUSTED EARNINGS PER SHARE (NON-GAAP)


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





       
                
                  Non-GAAP Reconciliations

    ---



                                                                                                                                                                                                                                                                               2023                                                                                                                                                   2022


                                                                                                                                                             Q1                           Q2                           Q3                           Q4                           FY 2023                                Q1                           Q2                           Q3                           Q4                           FY 2022



       
                Adjusted net earnings:



       Net earnings                                                                                                                                   $228,574                      $242,239                      $289,753                      $296,262                         $1,056,828                           $226,153                      $289,618                      $286,026                      $263,579                         $1,065,376



       Purchase accounting expenses, pre-tax (1)                                                                                                        42,679                        40,200                        40,320                        41,744                            164,943                             53,286                        47,019                        40,526                        40,272                            181,103



       Purchase accounting expenses, tax impact (2)                                                                                                    (9,599)                      (9,012)                      (8,966)                      (9,143)                          (36,720)                          (12,538)                     (11,013)                      (9,494)                      (8,689)                          (41,734)



       Restructuring and other costs, pre-tax (3)                                                                                                       14,053                        18,143                        12,327                        19,150                             63,673                             10,552                         7,944                         8,613                        11,881                             38,990



       Restructuring and other costs, tax impact (2)                                                                                                   (2,990)                      (3,665)                      (2,556)                      (3,970)                          (13,181)                           (2,191)                      (1,803)                      (1,921)                      (2,311)                           (8,226)



       Disposition costs, pre-tax 4                                                                                                                          -                                                                                  1,302                              1,302                                194                                                                                                                       194



       Disposition costs, tax impact (2)                                                                                                                     -                                                                                  (270)                             (270)                              (27)                                                                                                                     (27)



       Tax Cuts and Jobs Act 5                                                                                                                               -                                                                                                                                                                                (22,579)                                                                                    (22,579)



       Adjusted net earnings                                                                                                                          $272,717                      $287,905                      $330,878                      $345,075                         $1,236,575                           $275,429                      $309,186                      $323,750                      $304,732                         $1,213,097





       
                Adjusted diluted net earnings per share:



       Diluted net earnings per share                                                                                                                    $1.63                         $1.72                         $2.06                         $2.11                              $7.52                              $1.56                         $2.00                         $2.00                         $1.87                              $7.42



       Purchase accounting expenses, pre-tax (1)                                                                                                          0.30                          0.29                          0.29                          0.30                               1.18                               0.37                          0.33                          0.28                          0.29                               1.27



       Purchase accounting expenses, tax impact (2)                                                                                                     (0.07)                       (0.06)                       (0.06)                       (0.07)                            (0.26)                            (0.09)                       (0.08)                       (0.07)                       (0.06)                            (0.30)



       Restructuring and other costs, pre-tax (3)                                                                                                         0.10                          0.13                          0.09                          0.14                               0.46                               0.07                          0.05                          0.06                          0.08                               0.26



       Restructuring and other costs, tax impact (2)                                                                                                    (0.02)                       (0.03)                       (0.02)                       (0.03)                            (0.10)                            (0.02)                       (0.01)                       (0.01)                       (0.02)                            (0.06)



       Disposition costs, pre-tax 4                                                                                                                          -                                                                                   0.01                               0.01



       Disposition costs, tax impact (2)                                                                                                                     -



       Tax Cuts and Jobs Act 5                                                                                                                               -                                                                                                                                                                                  (0.16)                                                                                      (0.16)



       Adjusted diluted net earnings per share                                                                                                           $1.94                         $2.05                         $2.35                         $2.45                              $8.80                              $1.90                         $2.14                         $2.26                         $2.16                              $8.45





       
                (1) Purchase accounting expenses are primarily comprised of amortization of intangible assets and charges related to fair value step-ups for acquired inventory sold during the period. Q1, Q2, and FY 2022 include $12,487, $7,158, and $19,869 of amortization of inventory step-up, respectively, primarily related to the Q4 2021 acquisitions within our Clean Energy & Fueling segment.



       
                (2) Adjustments were tax effected using the statutory tax rates in the applicable jurisdictions or the effective tax rate, where applicable, for each period.


                     (3) Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges. Q3 and FY 2023 include $3,302 of non-cash asset impairment charges for our Climate & Sustainability Technologies segment. Q1 and FY 2022 include $5,457 of non-cash foreign currency translation losses reclassified to earnings included within restructuring and other costs and $2,117 related to write-off of assets due to an
                      exit from certain Latin America countries for our Climate & Sustainability Technologies segment.



       
                4 Q4 and FY 2023 disposition costs relate to the sale of De-Sta-Co which is expected to close in Q1 2024. Q1 and FY 2022 represents working capital adjustments related to the disposition of Unified Brands and the Race Winning Brands equity method investment in Q4 2021.



       
                5 Q2 and FY 2022 represent a reduction to income taxes previously recorded related to the Tax Cuts and Jobs Act.



       * Per share data and totals may be impacted by rounding.

                                                                                                                                                               
              
                DOVER CORPORATION


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


                                                                                                                                                                 
              (unaudited)(in thousands)





       
                
                  Non-GAAP Reconciliations

    ---



                                                                                                                                                                                                                                                            2023                                                                                                                                           2022


                                                                                                                                          Q1                           Q2                           Q3                           Q4                           FY 2023                                Q1                           Q2                           Q3                           Q4                  FY 2022



       Net earnings                                                                                                                $228,574                      $242,239                      $289,753                      $296,262                         $1,056,828                           $226,153                      $289,618                      $286,026                      $263,579                $1,065,376



       Provision for income taxes (1)                                                                                                57,716                        57,784                        64,709                        32,969                            213,178                             49,550                        45,738                        67,007                        59,834                   222,129



       Earnings before provision for income taxes                                                                                   286,290                       300,023                       354,462                       329,231                          1,270,006                            275,703                       335,356                       353,033                       323,413                 1,287,505



       Interest income                                                                                                              (2,091)                      (2,653)                      (3,808)                      (4,944)                          (13,496)                             (775)                        (949)                      (1,244)                      (1,462)                  (4,430)



       Interest expense                                                                                                              34,214                        33,804                        32,389                        30,898                            131,305                             26,552                        26,989                        29,789                        33,126                   116,456



       Corporate expense / other (2)                                                                                                 40,072                        33,922                        30,686                        45,913                            150,593                             37,404                        27,967                        27,876                        42,033                   135,280



       Disposition costs (3)                                                                                                              -                                                                                  1,302                              1,302                                194                                                                                                              194



       Restructuring and other costs 4                                                                                               14,053                        18,143                        12,327                        19,150                             63,673                             10,552                         7,944                         8,613                        11,881                    38,990



       Purchase accounting expenses 5                                                                                                42,679                        40,200                        40,320                        41,744                            164,943                             53,286                        47,019                        40,526                        40,272                   181,103



       Total segment earnings 6                                                                                                     415,217                       423,439                       466,376                       463,294                          1,768,326                            402,916                       444,326                       458,593                       449,263                 1,755,098



       Add: Other depreciation and amortization 7                                                                                    35,073                        37,090                        37,970                        37,251                            147,384                             35,654                        33,058                        33,957                        35,119                   137,788



       Total adjusted segment EBITDA 6                                                                                             $450,290                      $460,529                      $504,346                      $500,545                         $1,915,710                           $438,570                      $477,384                      $492,550                      $484,382                $1,892,886





       
                (1) Q4 and FY 2023 include the net income tax benefit of internal reorganizations executed in 2023. Q2 and FY 2022 include a reduction to income taxes previously recorded related to the Tax Cuts and Jobs Act.



       
                (2) Certain expenses are maintained at the corporate level and not allocated to the segments. These expenses include executive and functional compensation costs, non-service pension costs, non-operating insurance expenses, shared business services and digital overhead costs, deal-related expenses and various administrative expenses relating to the corporate headquarters.



       
                (3) Q4 and FY 2023 disposition costs relate to the sale of De-Sta-Co which is expected to close in Q1 2024. Q1 and FY 2022 represents working capital adjustments related to the disposition of Unified Brands and the Race Winning Brands equity method investment in Q4 2021.



       
                4 Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges.



       
                5 Purchase accounting expenses are primarily comprised of amortization of intangible assets and charges related to fair value step-ups for acquired inventory sold during the period.



       
                6 Refer to Non-GAAP Disclosures section for definition.



       
                7 Other depreciation and amortization relates to property, plant, and equipment and intangibles, and excludes amounts related to purchase accounting expenses and restructuring and other costs.

                                                                      
              
                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


                                                                                                      Q1                                Q2        Q3       Q4        Q4 YTD



       Organic



       Engineered Products                                                                        3.4 %                           (7.7) %   (3.0) %      - %      (1.9) %



       Clean Energy & Fueling                                                                   (2.6) %                           (9.3) %   (0.2) %  (3.5) %       (4.0) %



       Imaging & Identification                                                                   8.2 %                             0.3 %   (3.6) %  (3.5) %         0.2 %



       Pumps & Process Solutions                                                                (7.1) %                             0.9 %   (7.3) %    0.5 %       (3.3) %



       Climate & Sustainability Technologies                                                     16.2 %                             4.0 %     1.8 % (10.9) %         2.4 %



       Total Organic                                                                              2.9 %                           (3.0) %   (2.4) %  (3.4) %       (1.5) %



       Acquisitions                                                                               0.9 %                             0.9 %     1.0 %    0.9 %         0.9 %



       Currency translation                                                                     (2.5) %                           (0.6) %     1.2 %    0.9 %       (0.2) %



       Total*                                                                                     1.3 %                           (2.7) %   (0.2) %  (1.6) %       (0.8) %





       * Totals may be impacted by rounding.




                                                                                                                                                              2023


                                                                                                      Q1                                Q2        Q3       Q4        Q4 YTD



       Organic



       United States                                                                              2.6 %                           (8.6) %   (7.3) %    1.7 %       (3.0) %



       Other Americas                                                                            16.8 %                            13.9 %    13.1 % (22.5) %         3.4 %



       Europe                                                                                   (0.3) %                           (0.9) %   (5.2) % (16.1) %       (5.7) %



       Asia                                                                                     (3.9) %                             1.9 %   (3.4) %    4.9 %       (0.2) %



       Other                                                                                     20.8 %                            33.0 %    72.8 %   26.8 %        38.5 %



       Total Organic                                                                              2.9 %                           (3.0) %   (2.4) %  (3.4) %       (1.5) %



       Acquisitions                                                                               0.9 %                             0.9 %     1.0 %    0.9 %         0.9 %



       Currency translation                                                                     (2.5) %                           (0.6) %     1.2 %    0.9 %       (0.2) %



       Total*                                                                                     1.3 %                           (2.7) %   (0.2) %  (1.6) %       (0.8) %





       * Totals may be impacted by rounding.


       
                
                  Adjusted EPS Guidance Reconciliation

    ---

                                                                         2023 Actual     2024 Guidance



       
                Adjusted net earnings per share*:



       Net earnings (GAAP)                                                    $7.52 
     
      $7.90 - $8.10



       Purchase accounting expenses, net                                       0.92               0.98



       Restructuring and other costs, net                                      0.36               0.07



       
                Adjusted net earnings per share (Non-GAAP)                $8.80 
     
      $8.95 - $9.15





       * Per share data and totals may be impacted by rounding.

                                                                                                                                             
              
                DOVER CORPORATION


                                                                                                                                           
              
                PERFORMANCE MEASURES


                                                                                                                                               
              (unaudited)(in thousands)




                                                                                                                                                                                                    2023                                                                  2022


                                                                                                       Q1                           Q2                           Q3                           Q4      FY 2023          Q1           Q2          Q3             Q4              FY 2022



       
                
                  BOOKINGS

    ---




       Engineered Products                                                                      $536,472                      $489,131                      $576,641                      $494,528    $2,096,772     $541,035      $452,668     $512,374        $498,249            $2,004,326



       Clean Energy & Fueling                                                                    454,526                       440,137                       449,663                       401,195     1,745,521      501,491       487,861      432,259         399,414             1,821,025



       Imaging & Identification                                                                  290,712                       262,092                       271,113                       297,312     1,121,229      307,104       292,136      281,789         273,170             1,154,199



       Pumps & Process Solutions                                                                 464,297                       394,317                       363,111                       455,390     1,677,115      459,790       471,693      415,253         362,468             1,709,204



       Climate & Sustainability Technologies(1)                                                  371,643                       310,911                       340,474                       325,625     1,348,653      430,465       458,181      404,150         377,120             1,669,916



       Intersegment eliminations                                                                 (1,530)                      (1,918)                        (849)                      (2,125)      (6,422)     (2,295)      (1,207)       (423)        (1,391)              (5,316)



       Total consolidated bookings                                                            $2,116,120                    $1,894,670                    $2,000,153                    $1,971,925    $7,982,868   $2,237,590    $2,161,332   $2,045,402      $1,909,030            $8,353,354



       
                1 For comparability, prior periods were revised to exclude non-binding orders and previously disclosed de-bookings. Refer to Performance Measures Definitions section.

                                                                                                                                                                                                                       2023


                                                                                                                                                                   Q1                             Q2       Q3       Q4        Q4 YTD



       
                
                  BOOKINGS GROWTH FACTORS

    ---




       Organic



       Engineered Products                                                                                                                                     0.9 %                          8.4 %   11.6 %  (1.6) %         4.7 %



       Clean Energy & Fueling                                                                                                                                (6.1) %                        (8.4) %    3.5 %  (0.1) %       (3.1) %



       Imaging & Identification                                                                                                                              (1.8) %                        (8.5) %  (5.4) %    7.7 %       (2.1) %



       Pumps & Process Solutions                                                                                                                             (1.2) %                       (19.4) % (15.6) %   22.6 %       (4.7) %



       Climate & Sustainability Technologies(1)                                                                                                             (11.6) %                       (31.5) % (16.8) % (14.8) %      (19.1) %



       Total Organic                                                                                                                                         (3.9) %                       (12.2) %  (3.5) %    2.0 %       (4.6) %



       Acquisitions                                                                                                                                            1.0 %                          0.7 %    0.3 %    0.4 %         0.6 %



       Currency translation                                                                                                                                  (2.5) %                        (0.8) %    1.0 %    0.9 %       (0.4) %



       Total*                                                                                                                                                (5.4) %                       (12.3) %  (2.2) %    3.3 %       (4.4) %



       * Totals may be impacted by rounding.



       
                1 For comparability, prior periods were revised to exclude non-binding orders and previously disclosed de-bookings. Refer to Performance Measures Definitions section.

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

Acquisitions

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

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

Dispositions

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

Restructuring and Other Costs (Benefits)

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


     ($ in millions)                                           2023           2022


                                                             Q4      FY   Q4        FY



     Engineered Products                                  $3.5     $9.8  $0.5       $6.5



     Clean Energy & Fueling                                5.6     24.7   4.8        9.6



     Imaging & Identification                              4.8      7.1   2.9        6.4



     Pumps & Process Solutions                             1.5      7.9   2.0        4.7



     Climate & Sustainability Technologies                 2.1      9.3   0.9        9.3



     Corporate                                             1.6      4.9   0.8        2.6



     
                Total*                                 $19.2    $63.7 $11.9      $39.0



     
                 * Totals may be impacted by rounding.

Tax Rate

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

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

Capitalization

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


     
                Net Debt to Net Capitalization Ratio (Non-GAAP)  December 31, 2023 December 31, 2022



     Commercial paper                                                       $467,600           $734,936



     Other                                                                       682                836



     Short-term borrowings                                                  $468,282           $735,772



     Long-term debt                                                        2,991,759          2,942,513



     Total debt                                                            3,460,041          3,678,285



     Less: Cash and cash equivalents, including cash held for sale         (415,861)         (380,868)



     Net debt                                                              3,044,180          3,297,417



     Add: Stockholders' equity                                             5,106,605          4,286,366



     Net capitalization                                                   $8,150,785         $7,583,783



     Net debt to net capitalization                                           37.3 %            43.5 %


       
                
                  Quarterly Cash Flow

    ---



                                                                                                      2023                                                                          2022


                                                               Q1        Q2         Q3          Q4      FY 2023           Q1            Q2              Q3               Q4               FY 2022



       Net Cash Flows Provided By (Used In):


        Operating activities                             $241,284   $195,254    $383,457     $516,350    $1,336,345       $23,683       $178,773         $264,625          $338,643               $805,724


        Investing activities                             (43,556)  (42,454)   (50,243)   (590,377)    (726,630)     (46,963)      (68,890)       (286,208)        (138,863)             (540,924)


        Financing activities                            (306,565) (137,924)  (312,716)     189,149     (568,056)     (75,204)       120,469        (178,844)        (126,686)             (260,265)


              
                
                  Quarterly Free Cash Flow (Non-GAAP)

    ---



                                                                                                                         2023                                                                        2022


                                                                                     Q1       Q2        Q3         Q4      FY 2023           Q1            Q2             Q3              Q4               FY 2022



              Cash flow from operating activities                             $241,284  $195,254   $383,457    $516,350    $1,336,345       $23,683       $178,773        $264,625         $338,643               $805,724



              Less: Capital expenditures                                      (48,375) (40,079)  (43,128)   (61,010)    (192,592)     (50,381)      (50,196)       (65,462)        (54,923)             (220,962)



              Free cash flow                                                  $192,909  $155,175   $340,329    $455,340    $1,143,753     $(26,698)      $128,577        $199,163         $283,720               $584,762





              Cash flow from operating                                          11.6 %    9.3 %    17.8 %     24.5 %       15.8 %        1.2 %         8.3 %         12.3 %          15.8 %                 9.5 %
    activities as a percentage of
    revenue





              Cash flow from operating                                          88.5 %   67.8 %   115.9 %    149.6 %      108.1 %        8.6 %        57.8 %         81.7 %         111.1 %                66.4 %
    activities as a percentage of
    adjusted net earnings





              Free cash flow as a                                                9.3 %    7.4 %    15.8 %     21.6 %       13.6 %      (1.3) %         6.0 %          9.2 %          13.3 %                 6.9 %
    percentage of revenue





              Free cash flow as a                                               70.7 %   53.9 %   102.9 %    132.0 %       92.5 %      (9.7) %        41.6 %         61.5 %          93.1 %                48.2 %
    percentage of adjusted net
    earnings



Non-GAAP Measures Definitions

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

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

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

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

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

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

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

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

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

Performance Measures Definitions

Bookings represent total orders received from customers in the current reporting period and now exclude de-bookings. This metric is an important measure of performance and an indicator of order trends.

Organic bookings represent bookings excluding the impact of foreign currency exchange rates and the impact of acquisitions and dispositions. This metric is an important measure of performance and an indicator of order trends.

We use the above operational metrics in monitoring the performance of the business. We believe the operational metrics are useful to investors and other users of our financial information in assessing the performance of our segments.


     
                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

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SOURCE Dover