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dov-20220630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

FORM 8-K

_______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2022

_______________________________

https://cdn.kscope.io/bd2e5d100886df678cee82e815ba3642-dov-20220630_g1.jpg

DOVER CORPORATION

(Exact name of registrant as specified in its charter)

______________________________________________


Delaware	1-4018	53-0257888
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3005 Highland Parkway
Downers Grove, Illinois		60515
(Address of Principal Executive Offices)		(Zip Code)

(630) 541-1540

(Registrant’s telephone number, including area code)

______________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	DOV	New York Stock Exchange
1.250% Notes due 2026	DOV 26	New York Stock Exchange
0.750% Notes due 2027	DOV 27	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01 Regulation FD Disclosure.

During the three-month period ended June 30, 2022, Dover Corporation (the “Company”) changed the segment measure of profit and loss used by management to segment earnings, defined as earnings before purchase accounting expenses, restructuring and other costs/benefits, gain/loss on dispositions, loss on assets held for sale, corporate expenses/other, interest expense, interest income, and provision for income taxes. Segment earnings is used by management to evaluate segment performance and allocate resources. Previously, management used segment earnings (EBIT), defined as earnings before corporate expenses/other, interest expense, interest income and provision for income taxes. This change in segment measure allows the Company to better assess operating results over time and is consistent with how management evaluates the businesses.

Annual unaudited financial information reflecting the Company’s segment earnings for full years 2019, 2020 and 2021 and quarterly unaudited financial information for 2019, 2020, 2021 and year-to-date 2022 are attached hereto as Exhibit 99.1. The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission (the “SEC”) and shall not be deemed to be incorporated by reference into any of Dover’s filings with the SEC under the Securities Act of 1933, as amended.

The change in segment measure referenced herein affects only the manner in which the Company’s segment results were previously reported. It does not revise the Company's consolidated financial statements for any previously reported period.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this report:

99.1 Annual unaudited financial information reflecting the Company's segment earnings for full years 2019, 2020, 2021 and quarterly unaudited financial information for 2019, 2020, 2021, and year-to-date 2022.

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

June 30, 2022

DOVER CORPORATION

(Registrant)

By:

/s/ Ivonne M. Cabrera

Ivonne M. Cabrera

Senior Vice President, General Counsel & Secretary

Document

Exhibit 99.1

DOVER CORPORATION

SEGMENT INFORMATION

(unaudited)(in thousands)


	2022		2021
	Q1			Q1		Q2		Q3		Q4		FY
REVENUE
Engineered Products	$	487,647		$	428,127	$	442,091	$	447,798	$	462,811	$	1,780,827
Clean Energy & Fueling	458,395			389,678		437,042		410,561		410,872		1,648,153
Imaging & Identification	272,255			284,328		294,076		292,535		292,428		1,163,367
Pumps & Process Solutions	435,195			394,377		428,701		438,240		447,316		1,708,634
Climate & Sustainability Technologies	399,078			372,077		430,506		429,425		376,167		1,608,175
Intersegment eliminations	(669)			(686)		(740)		(290)		(359)		(2,075)
Total consolidated revenue	$	2,051,901		$	1,867,901	$	2,031,676	$	2,018,269	$	1,989,235	$	7,907,081

NET EARNINGS
Segment earnings:
Engineered Products	$	71,130		$	76,684	$	71,255	$	67,376	$	62,537	$	277,852
Clean Energy & Fueling	72,962			79,572		93,430		80,101		74,083		327,186
Imaging & Identification	58,598			63,618		66,565		70,635		66,114		266,932
Pumps & Process Solutions	146,617			128,895		146,759		150,275		149,664		575,593
Climate & Sustainability Technologies	53,609			43,475		56,905		49,734		35,403		185,517
Total segment earnings	402,916			392,244		434,914		418,121		387,801		1,633,080
Purchase accounting expenses 1	53,286			35,516		35,162		35,587		35,715		141,980
Restructuring and other costs (benefits) 2	10,552			4,162		10,779		(3,201)		26,696		38,436
Loss (gain) on dispositions 3	194			—		—		—		(206,338)		(206,338)

Corporate expense / other 4	37,404			37,173		39,910		33,249		45,966		156,298
Interest expense	26,552			26,823		26,661		26,433		26,402		106,319
Interest income	(775)			(680)		(942)		(1,466)		(1,353)		(4,441)
Earnings before provision for income taxes	275,703			289,250		323,344		327,519		460,713		1,400,826
Provision for income taxes	49,550			56,481		58,836		63,763		97,928		277,008


Net earnings	$	226,153		$	232,769	$	264,508	$	263,756	$	362,785	$	1,123,818

SEGMENT MARGIN
Engineered Products	14.6%			17.9%		16.1%		15.0%		13.5%		15.6%
Clean Energy & Fueling	15.9%			20.4%		21.4%		19.5%		18.0%		19.9%
Imaging & Identification	21.5%			22.4%		22.6%		24.1%		22.6%		22.9%
Pumps & Process Solutions	33.7%			32.7%		34.2%		34.3%		33.5%		33.7%
Climate & Sustainability Technologies	13.4%			11.7%		13.2%		11.6%		9.4%		11.5%
Total segment margin	19.6%			21.0%		21.4%		20.7%		19.5%		20.7%










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 (benefits) relate to actions taken for employee reductions, facility consolidations and site closures, product line exits, and other asset charges.
3 Loss (gain) on dispositions include working capital adjustments related to dispositions.
4 Certain expenses are maintained at the corporate level and not allocated to the segments. These expenses include executive and functional compensation costs, non-service pension costs, non-operating insurance expenses, shared business services overhead costs, deal-related expenses and various administrative expenses relating to the corporate headquarters.

DOVER CORPORATION

SEGMENT INFORMATION (CONTINUED)

(unaudited)(in thousands)


	2020
	Q1		Q2		Q3		Q4		FY
REVENUE
Engineered Products	$	408,160	$	342,380	$	386,562	$	394,175	$	1,531,277
Clean Energy & Fueling	359,982		326,495		380,511		409,294		1,476,282
Imaging & Identification	256,765		227,977		265,690		287,746		1,038,178
Pumps & Process Solutions	319,536		309,095		347,875		347,497		1,324,003
Climate & Sustainability Technologies	311,913		293,527		368,395		342,255		1,316,090
Intersegment eliminations	(417)		(299)		(777)		(577)		(2,070)
Total consolidated revenue	$	1,655,939	$	1,499,175	$	1,748,256	$	1,780,390	$	6,683,760

NET EARNINGS
Segment earnings:
Engineered Products	$	73,461	$	55,464	$	71,269	$	64,949	$	265,143
Clean Energy & Fueling	66,656		59,471		79,819		84,287		290,233
Imaging & Identification	57,428		43,529		58,407		64,669		224,033
Pumps & Process Solutions	77,106		79,975		99,356		92,296		348,733
Climate & Sustainability Technologies	23,210		23,783		45,284		33,816		126,093
Total segment earnings	297,861		262,222		354,135		340,017		1,254,235
Purchase accounting expenses 1	34,062		34,101		35,325		35,027		138,515
Restructuring and other costs 2	7,859		16,840		5,848		20,925		51,472
(Gain) loss on dispositions 3	(6,551)		781		557		—		(5,213)

Corporate expense / other 4	22,906		25,688		34,644		36,123		119,361
Interest expense	27,268		28,711		27,724		28,234		111,937
Interest income	(1,183)		(728)		(960)		(700)		(3,571)
Earnings before provision for income taxes	213,500		156,829		250,997		220,408		841,734
Provision for income taxes	37,221		32,063		50,697		38,302		158,283


Net earnings	$	176,279	$	124,766	$	200,300	$	182,106	$	683,451

SEGMENT MARGIN
Engineered Products	18.0%		16.2%		18.4%		16.5%		17.3%
Clean Energy & Fueling	18.5%		18.2%		21.0%		20.6%		19.7%
Imaging & Identification	22.4%		19.1%		22.0%		22.5%		21.6%
Pumps & Process Solutions	24.1%		25.9%		28.6%		26.6%		26.3%
Climate & Sustainability Technologies	7.4%		8.1%		12.3%		9.9%		9.6%
Total segment margin	18.0%		17.5%		20.3%		19.1%		18.8%










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 employee reductions, facility consolidations and site closures, product line exits, and other asset charges.
3 (Gain) loss on dispositions include working capital adjustments related to dispositions.
4 Certain expenses are maintained at the corporate level and not allocated to the segments. These expenses include executive and functional compensation costs, non-service pension costs, non-operating insurance expenses, shared business services overhead costs, deal-related expenses and various administrative expenses relating to the corporate headquarters.

DOVER CORPORATION

SEGMENT INFORMATION (CONTINUED)

(unaudited)(in thousands)


	2019
	Q1		Q2		Q3		Q4		FY
REVENUE
Engineered Products	$	418,851	$	429,928	$	426,689	$	422,089	$	1,697,557
Clean Energy & Fueling	373,050		390,586		411,769		444,772		1,620,177
Imaging & Identification	268,354		266,588		275,109		274,420		1,084,471
Pumps & Process Solutions	330,219		338,924		341,337		328,048		1,338,528
Climate & Sustainability Technologies	334,643		385,474		370,335		306,165		1,396,617
Intersegment eliminations	(360)		(794)		106		95		(953)
Total consolidated revenue	$	1,724,757	$	1,810,706	$	1,825,345	$	1,775,589	$	7,136,397

NET EARNINGS
Segment earnings:
Engineered Products	$	71,361	$	81,964	$	78,651	$	78,255	$	310,231
Clean Energy & Fueling	49,618		66,883		80,611		87,230		284,342
Imaging & Identification	60,750		60,264		66,282		65,913		253,209
Pumps & Process Solutions	70,670		84,523		85,765		82,483		323,441
Climate & Sustainability Technologies	34,212		52,153		43,155		23,212		152,732
Total segment earnings	286,611		345,787		354,464		337,093		1,323,955
Purchase accounting expenses 1	35,635		34,997		34,244		33,460		138,336
Restructuring and other costs 2	3,963		6,457		3,807		17,926		32,153
Loss on assets held for sale 3	46,946		—		—		—		46,946

Corporate expense / other 4	30,831		23,785		28,336		59,267		142,219
Interest expense	31,808		31,754		31,410		30,846		125,818
Interest income	(890)		(945)		(1,263)		(1,428)		(4,526)
Earnings before provision for income taxes	138,318		249,739		257,930		197,022		843,009
Provision for income taxes	32,613		51,654		51,924		28,900		165,091


Net earnings	$	105,705	$	198,085	$	206,006	$	168,122	$	677,918

SEGMENT MARGIN
Engineered Products	17.0%		19.1%		18.4%		18.5%		18.3%
Clean Energy & Fueling	13.3%		17.1%		19.6%		19.6%		17.6%
Imaging & Identification	22.6%		22.6%		24.1%		24.0%		23.3%
Pumps & Process Solutions	21.4%		24.9%		25.1%		25.1%		24.2%
Climate & Sustainability Technologies	10.2%		13.5%		11.7%		7.6%		10.9%
Total segment margin	16.6%		19.1%		19.4%		19.0%		18.6%










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 employee reductions, facility consolidations and site closures, product line exits, and other asset charges.
3 Represents a loss on assets held for sale of Finder Pompe S.r.l. ("Finder"). Under local law, no tax benefit is realized from the loss on the sale of a wholly-owned business.
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 overhead costs, deal-related expenses and various administrative expenses relating to the corporate headquarters. Q4 2019 and FY 2019 include a $23,543 loss on early extinguishment of debt.

DOVER CORPORATION

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

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

Non-GAAP Reconciliations




	2022		2021
	Q1			Q1		Q2		Q3		Q4		FY
Adjusted net earnings:
Net earnings	$	226,153		$	232,769	$	264,508	$	263,756	$	362,785	$	1,123,818
Purchase accounting expenses, pre-tax 1	53,286			35,516		35,162		35,587		35,715		141,980
Purchase accounting expenses, tax impact 2	(12,538)			(8,720)		(8,571)		(8,700)		(8,763)		(34,754)
Restructuring and other costs (benefits), pre-tax 3	10,552			4,162		10,779		(3,201)		26,696		38,436
Restructuring and other costs (benefits), tax impact 2	(2,191)			(1,031)		(2,597)		902		(4,610)		(7,336)


Loss (gain) on dispositions, pre-tax 4	194			—		—		—		(206,338)		(206,338)
Loss (gain) on dispositions, tax-impact 2	(27)			—		—		—		53,218		53,218
Adjusted net earnings	$	275,429		$	262,696	$	299,281	$	288,344	$	258,703	$	1,109,024



Adjusted diluted net earnings per share:
Diluted net earnings per share	$	1.56		$	1.61	$	1.82	$	1.81	$	2.49	$	7.74
Purchase accounting expenses, pre-tax 1	0.37			0.25		0.24		0.24		0.25		0.98
Purchase accounting expenses, tax impact 2	(0.09)			(0.06)		(0.06)		(0.06)		(0.06)		(0.24)
Restructuring and other costs (benefits), pre-tax 3	0.07			0.03		0.07		(0.02)		0.18		0.26
Restructuring and other costs (benefits), tax impact 2	(0.02)			(0.01)		(0.02)		0.01		(0.03)		(0.05)


Loss (gain) on dispositions, pre-tax 4	—			—		—		—		(1.42)		(1.42)
Loss (gain) on dispositions, tax-impact 2	—			—		—		—		0.37		0.37
Adjusted diluted net earnings per share	$	1.90		$	1.81	$	2.06	$	1.98	$	1.78	$	7.63

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 2022 includes $12,487 of amortization of inventory step-up 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 (benefits) relate to actions taken for employee reductions, facility consolidations and site closures, product line exits, and other asset charges. Q1 2022 includes $5,457 of non-cash foreign currency translation losses reclassified to earnings included within restructuring and other costs of $2,117 related to write-off of assets due to an exit from certain Latin America countries for our Climate & Sustainability Technologies segment. Q4 and FY 2021 for our Climate & Sustainability Technologies segment include a $12,073 other than temporary impairment charge related to an equity method investment and a $6,072 write-off of assets incurred in connection with an exit from certain Latin America countries. Q3 and FY 2021 include a $9,078 payment received for previously incurred restructuring costs related to a product line exit in our Engineered Products segment.


4 Q1 2022 represents working capital adjustments related to the disposition of UB and the RWB equity method investment in Q4 2021. Q4 and FY 2021 represent a $181,615 gain on disposition of UB in our Climate & Sustainability Technologies segment and a $24,723 gain on disposition of our RWB equity method investment in our Engineered Products segment.


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

DOVER CORPORATION

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

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

Non-GAAP Reconciliations




	2020
	Q1		Q2		Q3		Q4		FY
Adjusted net earnings:
Net earnings	$	176,279	$	124,766	$	200,300	$	182,106	$	683,451
Purchase accounting expenses, pre-tax 1	34,062		34,101		35,325		35,027		138,515
Purchase accounting expenses, tax impact 2	(8,411)		(8,451)		(8,810)		(8,695)		(34,367)
Restructuring and other costs, pre-tax 3	7,859		16,840		5,848		20,925		51,472
Restructuring and other costs, tax impact 2	(1,605)		(3,452)		(1,343)		(4,402)		(10,802)
(Gain) loss on dispositions, pre-tax 4	(6,551)		781		557		—		(5,213)
(Gain) loss on dispositions, tax-impact 2	1,592		(190)		(135)		—		1,267
Adjusted net earnings	$	203,225	$	164,395	$	231,742	$	224,961	$	824,323



Adjusted diluted net earnings per share:
Diluted net earnings per share	$	1.21	$	0.86	$	1.38	$	1.25	$	4.70
Purchase accounting expenses, pre-tax 1	0.23		0.24		0.24		0.24		0.95
Purchase accounting expenses, tax impact 2	(0.06)		(0.06)		(0.06)		(0.06)		(0.24)
Restructuring and other costs, pre-tax 3	0.05		0.12		0.04		0.14		0.35
Restructuring and other costs, tax impact 2	(0.01)		(0.02)		(0.01)		(0.03)		(0.07)
(Gain) loss on dispositions, pre-tax 4	(0.04)		—		—		—		(0.03)
(Gain) loss on dispositions, tax-impact 2	0.01		—		—		—		0.01
Adjusted diluted net earnings per share	$	1.39	$	1.13	$	1.60	$	1.55	$	5.67

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 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 employee reductions, facility consolidations and site closures, product line exits, and other asset charges.
4 Represents a (gain) loss on the disposition of the Chino, California branch of The AMS Group within the Climate & Sustainability Technologies segment, including working capital adjustments.

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

DOVER CORPORATION

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

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

Non-GAAP Reconciliations




	2019
	Q1		Q2		Q3		Q4		FY
Adjusted net earnings:
Net earnings	$	105,705	$	198,085	$	206,006	$	168,122	$	677,918
Purchase accounting expenses, pre-tax 1	35,635		34,997		34,244		33,460		138,336
Purchase accounting expenses, tax impact 2	(8,964)		(8,777)		(8,624)		(8,403)		(34,768)
Restructuring and other costs, pre-tax 3	3,963		6,457		3,807		17,926		32,153
Restructuring and other costs, tax impact 2	(861)		(1,377)		(806)		(3,745)		(6,789)
Loss on extinguishment of debt, pre-tax 4	—		—		—		23,543		23,543
Loss on extinguishment of debt, tax impact 2	—		—		—		(5,163)		(5,163)
Loss on assets held for sale 5	46,946		—		—		—		46,946
Adjusted net earnings	$	182,424	$	229,385	$	234,627	$	225,740	$	872,176



Adjusted diluted net earnings per share:
Diluted net earnings per share	$	0.72	$	1.35	$	1.40	$	1.15	$	4.61
Purchase accounting expenses, pre-tax 1	0.24		0.24		0.23		0.23		0.94
Purchase accounting expenses, tax impact 2	(0.06)		(0.06)		(0.06)		(0.06)		(0.24)
Restructuring and other costs, pre-tax 3	0.03		0.04		0.03		0.12		0.22
Restructuring and other costs, tax impact 2	(0.01)		(0.01)		(0.01)		(0.03)		(0.06)
Loss on extinguishment of debt, pre-tax 4	—		—		—		0.16		0.16
Loss on extinguishment of debt, tax impact 2	—		—		—		(0.04)		(0.04)
Loss on assets held for sale 5	0.32		—		—		—		0.32
Adjusted diluted net earnings per share	$	1.24	$	1.56	$	1.60	$	1.54	$	5.93

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 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 employee reductions, facility consolidations and site closures, product line exits, and other asset charges.
4 Represents a loss on early extinguishment of €300,000 2.125% notes due 2020 and $450,000 4.30% notes due 2021.
5 Represents a loss on assets held for sale of Finder. Under local law, no tax benefit is realized from the loss on the sale of a wholly-owned business.

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

DOVER CORPORATION

ADJUSTED SEGMENT EBITDA (NON-GAAP)

(unaudited)(in thousands)


Non-GAAP Reconciliations	2022		2021
	Q1			Q1		Q2		Q3		Q4		FY
ADJUSTED SEGMENT EBITDA

Engineered Products:

Segment earnings	$	71,130		$	76,684	$	71,255	$	67,376	$	62,537	$	277,852
Other depreciation and amortization 1	7,274			6,708		5,814		7,132		7,382		27,036
Adjusted segment EBITDA 3	78,404			83,392		77,069		74,508		69,919		304,888
Adjusted segment EBITDA margin 3	16.1 %			19.5 %		17.4 %		16.6 %		15.1 %		17.1 %
Clean Energy & Fueling:

Segment earnings 4	$	72,962		$	79,572	$	93,430	$	80,101	$	74,083	$	327,186
Other depreciation and amortization 1	8,466			6,489		6,571		6,411		6,371		25,842
Adjusted segment EBITDA 3	81,428			86,061		100,001		86,512		80,454		353,028
Adjusted segment EBITDA margin 3	17.8 %			22.1 %		22.9 %		21.1 %		19.6 %		21.4 %
Imaging & Identification:

Segment earnings	$	58,598		$	63,618	$	66,565	$	70,635	$	66,114	$	266,932
Other depreciation and amortization 1	3,497			3,274		3,544		3,896		3,475		14,189
Adjusted segment EBITDA 3	62,095			66,892		70,109		74,531		69,589		281,121
Adjusted segment EBITDA margin 3	22.8 %			23.5 %		23.8 %		25.5 %		23.8 %		24.2 %
Pumps & Process Solutions:

Segment earnings	$	146,617		$	128,895	$	146,759	$	150,275	$	149,664	$	575,593
Other depreciation and amortization 1	9,922			9,670		9,638		9,832		10,132		39,272
Adjusted segment EBITDA 3	156,539			138,565		156,397		160,107		159,796		614,865
Adjusted segment EBITDA margin 3	36.0 %			35.1 %		36.5 %		36.5 %		35.7 %		36.0 %
Climate & Sustainability Technologies:

Segment earnings	$	53,609		$	43,475	$	56,905	$	49,734	$	35,403	$	185,517
Other depreciation and amortization 1	6,495			6,349		6,682		7,019		6,937		26,987
Adjusted segment EBITDA 3	60,104			49,824		63,587		56,753		42,340		212,504
Adjusted segment EBITDA margin 3	15.1 %			13.4 %		14.8 %		13.2 %		11.3 %		13.2 %
Total Segments:

Segment earnings 2, 3	$	402,916		$	392,244	$	434,914	$	418,121	$	387,801	$	1,633,080
Other depreciation and amortization 1	35,654			32,490		32,249		34,290		34,297		133,326
Adjusted segment EBITDA 3	438,570			424,734		467,163		452,411		422,098		1,766,406
Adjusted segment EBITDA margin 3	21.4 %			22.7 %		23.0 %		22.4 %		21.2 %		22.3 %

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 Quarterly Segment Information section for reconciliation of total segment earnings to net earnings.
3 Refer to Non-GAAP Disclosures section for definition.
4 Q1 2022 excludes $12,097 of amortization of inventory step-up related to the Q4 2021 acquisitions within our Clean Energy & Fueling segment.

DOVER CORPORATION

ADJUSTED SEGMENT EBITDA (NON-GAAP) (CONTINUED)

(unaudited)(in thousands)


Non-GAAP Reconciliations	2020
	Q1		Q2		Q3		Q4		FY
ADJUSTED SEGMENT EBITDA

Engineered Products:

Segment earnings	$	73,461	$	55,464	$	71,269	$	64,949	$	265,143
Other depreciation and amortization 1	6,116		6,129		6,647		6,350		25,242
Adjusted segment EBITDA 3	79,577		61,593		77,916		71,299		290,385
Adjusted segment EBITDA margin 3	19.5 %		18.0 %		20.2 %		18.1 %		19.0 %
Clean Energy & Fueling:

Segment earnings	$	66,656	$	59,471	$	79,819	$	84,287	$	290,233
Other depreciation and amortization 1	6,674		6,394		6,411		6,574		26,053
Adjusted segment EBITDA 3	73,330		65,865		86,230		90,861		316,286
Adjusted segment EBITDA margin 3	20.4 %		20.2 %		22.7 %		22.2 %		21.4 %
Imaging & Identification:

Segment earnings	$	57,428	$	43,529	$	58,407	$	64,669	$	224,033
Other depreciation and amortization 1	3,332		3,214		3,509		3,740		13,795
Adjusted segment EBITDA 3	60,760		46,743		61,916		68,409		237,828
Adjusted segment EBITDA margin 3	23.7 %		20.5 %		23.3 %		23.8 %		22.9 %
Pumps & Process Solutions:

Segment earnings	$	77,106	$	79,975	$	99,356	$	92,296	$	348,733
Other depreciation and amortization 1	9,049		9,506		9,855		10,257		38,667
Adjusted segment EBITDA 3	86,155		89,481		109,211		102,553		387,400
Adjusted segment EBITDA margin 3	27.0 %		28.9 %		31.4 %		29.5 %		29.3 %
Climate & Sustainability Technologies:

Segment earnings	$	23,210	$	23,783	$	45,284	$	33,816	$	126,093
Other depreciation and amortization 1	6,020		5,894		6,542		6,126		24,582
Adjusted segment EBITDA 3	29,230		29,677		51,826		39,942		150,675
Adjusted segment EBITDA margin 3	9.4 %		10.1 %		14.1 %		11.7 %		11.4 %
Total Segments:

Segment earnings 2, 3	$	297,861	$	262,222	$	354,135	$	340,017	$	1,254,235
Other depreciation and amortization 1	31,191		31,137		32,964		33,047		128,339
Adjusted segment EBITDA 3	329,052		293,359		387,099		373,064		1,382,574
Adjusted segment EBITDA margin 3	19.9 %		19.6 %		22.1 %		21.0 %		20.7 %

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






2 Refer to Quarterly Segment Information section for reconciliation of total segment earnings to net earnings.
3 Refer to Non-GAAP Disclosures section for definition.

DOVER CORPORATION

ADJUSTED SEGMENT EBITDA (NON-GAAP) (CONTINUED)

(unaudited)(in thousands)


Non-GAAP Reconciliations	2019
	Q1		Q2		Q3		Q4		FY
ADJUSTED SEGMENT EBITDA

Engineered Products:

Segment earnings	$	71,361	$	81,964	$	78,651	$	78,255	$	310,231
Other depreciation and amortization 1	6,197		6,145		6,401		6,459		25,202
Adjusted segment EBITDA 3	77,558		88,109		85,052		84,714		335,433
Adjusted segment EBITDA margin 3	18.5 %		20.5 %		19.9 %		20.1 %		19.8 %
Clean Energy & Fueling:

Segment earnings	$	49,618	$	66,883	$	80,611	$	87,230	$	284,342
Other depreciation and amortization 1	6,723		7,187		7,013		7,738		28,661
Adjusted segment EBITDA 3	56,341		74,070		87,624		94,968		313,003
Adjusted segment EBITDA margin 3	15.1 %		19.0 %		21.3 %		21.4 %		19.3 %
Imaging & Identification:

Segment earnings	$	60,750	$	60,264	$	66,282	$	65,913	$	253,209
Other depreciation and amortization 1	2,930		2,962		2,960		3,604		12,456
Adjusted segment EBITDA 3	63,680		63,226		69,242		69,517		265,665
Adjusted segment EBITDA margin 3	23.7 %		23.7 %		25.2 %		25.3 %		24.5 %
Pumps & Process Solutions:

Segment earnings	$	70,670	$	84,523	$	85,765	$	82,483	$	323,441
Other depreciation and amortization 1	9,229		8,915		8,716		9,797		36,657
Adjusted segment EBITDA 3	79,899		93,438		94,481		92,280		360,098
Adjusted segment EBITDA margin 3	24.2 %		27.6 %		27.7 %		28.1 %		26.9 %
Climate & Sustainability Technologies:

Segment earnings	$	34,212	$	52,153	$	43,155	$	23,212	$	152,732
Other depreciation and amortization 1	5,899		5,665		5,943		5,995		23,502
Adjusted segment EBITDA 3	40,111		57,818		49,098		29,207		176,234
Adjusted segment EBITDA margin 3	12.0 %		15.0 %		13.3 %		9.5 %		12.6 %
Total Segments:

Segment earnings 2, 3	$	286,611	$	345,787	$	354,464	$	337,093	$	1,323,955
Other depreciation and amortization 1	30,978		30,874		31,033		33,593		126,478
Adjusted segment EBITDA 3	317,589		376,661		385,497		370,686		1,450,433
Adjusted segment EBITDA margin 3	18.4 %		20.8 %		21.1 %		20.9 %		20.3 %

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 Quarterly Segment Information section for reconciliation of total segment earnings to net earnings.
3 Refer to Non-GAAP Disclosures section for definition.

DOVER CORPORATION

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

(unaudited)(in thousands)


Non-GAAP Reconciliations	2022		2021
	Q1		Q1		Q2		Q3		Q4		FY
Net earnings:
Adjusted segment EBITDA:
Engineered Products	$	78,404	$	83,392	$	77,069	$	74,508	$	69,919	$	304,888
Clean Energy & Fueling	81,428		86,061		100,001		86,512		80,454		353,028
Imaging & Identification	62,095		66,892		70,109		74,531		69,589		281,121
Pumps & Process Solutions	156,539		138,565		156,397		160,107		159,796		614,865
Climate & Sustainability Technologies	60,104		49,824		63,587		56,753		42,340		212,504
Total adjusted segment EBITDA	438,570		424,734		467,163		452,411		422,098		1,766,406
Purchase accounting expenses 1	53,286		35,516		35,162		35,587		35,715		141,980
Restructuring and other costs (benefits) 2	10,552		4,162		10,779		(3,201)		26,696		38,436
Loss (gain) on dispositions 3	194		—		—		—		(206,338)		(206,338)
Other depreciation and amortization 4	35,654		32,490		32,249		34,290		34,297		133,326
Corporate expense / other 5	37,404		37,173		39,910		33,249		45,966		156,298
Interest expense	26,552		26,823		26,661		26,433		26,402		106,319
Interest income	(775)		(680)		(942)		(1,466)		(1,353)		(4,441)
Earnings before provision for income taxes	275,703		289,250		323,344		327,519		460,713		1,400,826
Provision for income taxes	49,550		56,481		58,836		63,763		97,928		277,008
Net earnings	$	226,153	$	232,769	$	264,508	$	263,756	$	362,785	$	1,123,818

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 (benefits) relate to actions taken for employee reductions, facility consolidations and site closures, product line exits, and other asset charges.

3 Loss (gain) on dispositions include working capital adjustments related to dispositions.

4 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.

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

DOVER CORPORATION

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

(unaudited)(in thousands)


Non-GAAP Reconciliations	2020
	Q1		Q2		Q3		Q4		FY
Net earnings:
Adjusted segment EBITDA:
Engineered Products	$	79,577	$	61,593	$	77,916	$	71,299	$	290,385
Clean Energy & Fueling	73,330		65,865		86,230		90,861		316,286
Imaging & Identification	60,760		46,743		61,916		68,409		237,828
Pumps & Process Solutions	86,155		89,481		109,211		102,553		387,400
Climate & Sustainability Technologies	29,230		29,677		51,826		39,942		150,675
Total adjusted segment EBITDA	329,052		293,359		387,099		373,064		1,382,574
Purchase accounting expenses 1	34,062		34,101		35,325		35,027		138,515
Restructuring and other costs 2	7,859		16,840		5,848		20,925		51,472
(Gain) loss on dispositions 3	(6,551)		781		557		—		(5,213)
Other depreciation and amortization 4	31,191		31,137		32,964		33,047		128,339
Corporate expense / other 5	22,906		25,688		34,644		36,123		119,361
Interest expense	27,268		28,711		27,724		28,234		111,937
Interest income	(1,183)		(728)		(960)		(700)		(3,571)
Earnings before provision for income taxes	213,500		156,829		250,997		220,408		841,734
Provision for income taxes	37,221		32,063		50,697		38,302		158,283
Net earnings	$	176,279	$	124,766	$	200,300	$	182,106	$	683,451

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 employee reductions, facility consolidations and site closures, product line exits, and other asset charges.

3 (Gain) loss on dispositions include working capital adjustments related to dispositions.

4 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

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

(unaudited)(in thousands)


Non-GAAP Reconciliations	2019
	Q1		Q2		Q3		Q4		FY
Net earnings:
Adjusted segment EBITDA:
Engineered Products	$	77,558	$	88,109	$	85,052	$	84,714	$	335,433
Clean Energy & Fueling	56,341		74,070		87,624		94,968		313,003
Imaging & Identification	63,680		63,226		69,242		69,517		265,665
Pumps & Process Solutions	79,899		93,438		94,481		92,280		360,098
Climate & Sustainability Technologies	40,111		57,818		49,098		29,207		176,234
Total adjusted segment EBITDA	317,589		376,661		385,497		370,686		1,450,433
Purchase accounting expenses 1	35,635		34,997		34,244		33,460		138,336
Restructuring and other costs 2	3,963		6,457		3,807		17,926		32,153
Loss on assets held for sale 3	46,946		—		—		—		46,946
Other depreciation and amortization 4	30,978		30,874		31,033		33,593		126,478
Corporate expense / other 5	30,831		23,785		28,336		59,267		142,219
Interest expense	31,808		31,754		31,410		30,846		125,818
Interest income	(890)		(945)		(1,263)		(1,428)		(4,526)
Earnings before provision for income taxes	138,318		249,739		257,930		197,022		843,009
Provision for income taxes	32,613		51,654		51,924		28,900		165,091
Net earnings	$	105,705	$	198,085	$	206,006	$	168,122	$	677,918

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 employee reductions, facility consolidations and site closures, product line exits, and other asset charges.

3 Represents a loss on assets held for sale of Finder. Under local law, no tax benefit is realized from the loss on the sale of a wholly-owned business.

4 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.

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, adjusted segment EBITDA, and adjusted segment EBITDA margin are not financial measures under GAAP and should not be considered as a substitute for net earnings, and diluted net earnings per share, 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, gain/loss on dispositions, loss on extinguishment of debt, and loss on assets held for sale. 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 represents diluted EPS adjusted for the effect of purchase accounting expenses, restructuring and other costs/benefits, gain/loss on dispositions, loss on extinguishment of debt, and loss on assets held for sale.

Total segment earnings is defined as the sum of earnings before purchase accounting expenses, restructuring and other costs/benefits, gain/loss on dispositions, loss on assets held for sale, 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. Adjusted segment EBITDA margin is defined as adjusted segment EBITDA divided by segment 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.