[10-Q] Dover Corporation Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
Q2-25 snapshot: Revenue grew 5.2% YoY to $2.05 bn; gross margin expanded 120 bps to 39.9%, driving a 9.6% rise in operating earnings to $354.6 m. Diluted EPS from continuing operations climbed to $2.03 (+14%), but a $0.01 loss from discontinued ESG operations kept total diluted EPS flat at $2.02.
First-half trends: Sales advanced 2.2% to $3.92 bn and operating cash flow strengthened 25% to $369.8 m. Interest expense fell 21% while the effective tax rate held at ~20%. Segment mix remained favorable: Pumps & Process Solutions posted a 30.6% margin and Clean Energy & Fueling revenue jumped 18%. Restructuring charges totaled $21.8 m.
Balance sheet & capital moves: Cash declined to $1.26 bn after $658 m of M&A (Sikora, Cryo-Mach, ipp) and $41 m in share repurchases; long-term debt increased to $3.07 bn, yet interest-coverage is solid at 68×. Goodwill and intangibles rose to $7.27 bn as Dover continues its bolt-on strategy.
Strategic actions & risks: Acquisitions broaden the high-margin Pumps portfolio, while the 2024 ESG divestiture generated minor post-closing losses. A $58.9 m jury verdict tied to ESG could become a liability, though no charge was recorded. No guidance was provided.
Riepilogo Q2-25: I ricavi sono cresciuti del 5,2% su base annua raggiungendo 2,05 miliardi di dollari; il margine lordo si è ampliato di 120 punti base al 39,9%, favorendo un aumento del 9,6% degli utili operativi a 354,6 milioni di dollari. L'EPS diluito dalle operazioni continuative è salito a 2,03 dollari (+14%), ma una perdita di 0,01 dollari derivante dalle operazioni ESG cessate ha mantenuto l'EPS diluito totale stabile a 2,02 dollari.
Tendenze del primo semestre: Le vendite sono aumentate del 2,2% a 3,92 miliardi di dollari e il flusso di cassa operativo è migliorato del 25% a 369,8 milioni di dollari. Le spese per interessi sono diminuite del 21%, mentre l'aliquota fiscale effettiva è rimasta intorno al 20%. La composizione dei segmenti è rimasta favorevole: Pumps & Process Solutions ha registrato un margine del 30,6% e i ricavi di Clean Energy & Fueling sono cresciuti del 18%. Le spese di ristrutturazione sono state pari a 21,8 milioni di dollari.
Bilancio e mosse di capitale: La liquidità è scesa a 1,26 miliardi di dollari dopo 658 milioni di dollari di operazioni M&A (Sikora, Cryo-Mach, ipp) e 41 milioni di riacquisti di azioni; il debito a lungo termine è aumentato a 3,07 miliardi, ma la copertura degli interessi rimane solida a 68×. L'avviamento e le attività immateriali sono saliti a 7,27 miliardi di dollari mentre Dover prosegue nella sua strategia di acquisizioni complementari.
Azioni strategiche e rischi: Le acquisizioni ampliano il portafoglio ad alta marginalità Pumps, mentre la dismissione ESG del 2024 ha generato perdite post-chiusura minori. Un verdetto della giuria da 58,9 milioni di dollari legato all'ESG potrebbe rappresentare una passività, anche se non è stata registrata alcuna svalutazione. Non è stata fornita alcuna guidance.
Resumen Q2-25: Los ingresos crecieron un 5,2% interanual hasta 2,05 mil millones de dólares; el margen bruto se amplió 120 puntos básicos hasta el 39,9%, impulsando un aumento del 9,6% en las ganancias operativas hasta 354,6 millones de dólares. El BPA diluido de operaciones continuas subió a 2,03 dólares (+14%), pero una pérdida de 0,01 dólares por operaciones ESG discontinuadas mantuvo el BPA diluido total estable en 2,02 dólares.
Tendencias del primer semestre: Las ventas avanzaron un 2,2% hasta 3,92 mil millones de dólares y el flujo de caja operativo se fortaleció un 25% hasta 369,8 millones de dólares. Los gastos por intereses cayeron un 21%, mientras que la tasa impositiva efectiva se mantuvo alrededor del 20%. La mezcla de segmentos se mantuvo favorable: Pumps & Process Solutions registró un margen del 30,6% y los ingresos de Clean Energy & Fueling aumentaron un 18%. Los cargos por reestructuración totalizaron 21,8 millones de dólares.
Balance y movimientos de capital: El efectivo disminuyó a 1,26 mil millones tras 658 millones en fusiones y adquisiciones (Sikora, Cryo-Mach, ipp) y 41 millones en recompras de acciones; la deuda a largo plazo aumentó a 3,07 mil millones, aunque la cobertura de intereses es sólida en 68×. El goodwill y los intangibles aumentaron a 7,27 mil millones mientras Dover continúa con su estrategia de adquisiciones complementarias.
Acciones estratégicas y riesgos: Las adquisiciones amplían la cartera de bombas de alto margen, mientras que la desinversión ESG de 2024 generó pérdidas menores posteriores al cierre. Un veredicto judicial de 58,9 millones relacionado con ESG podría convertirse en una obligación, aunque no se registró ningún cargo. No se proporcionó guía.
2분기 25 요약: 매출이 전년 대비 5.2% 증가하여 20억 5천만 달러를 기록했으며, 총마진은 120bps 상승한 39.9%로 확대되어 영업이익이 9.6% 증가한 3억 5,460만 달러를 달성했습니다. 계속 영업에서 희석 주당순이익(EPS)은 2.03달러(+14%)로 상승했으나, 중단된 ESG 사업에서 0.01달러 손실이 발생해 전체 희석 EPS는 2.02달러로 유지되었습니다.
상반기 동향: 매출은 2.2% 증가한 39억 2천만 달러를 기록했고, 영업현금흐름은 25% 증가한 3억 6,980만 달러로 강화되었습니다. 이자 비용은 21% 감소했으며 유효 세율은 약 20%로 유지되었습니다. 사업부 구성은 우호적이었으며, Pumps & Process Solutions는 30.6% 마진을 기록했고, Clean Energy & Fueling 매출은 18% 증가했습니다. 구조조정 비용은 2,180만 달러였습니다.
대차대조표 및 자본 이동: 현금은 6억 5,800만 달러의 인수합병(Sikora, Cryo-Mach, ipp)과 4,100만 달러의 자사주 매입 후 12억 6천만 달러로 감소했습니다. 장기 부채는 30억 7천만 달러로 증가했으나 이자 보상 비율은 68배로 견고합니다. 영업권 및 무형자산은 72억 7천만 달러로 증가했으며, Dover는 계속해서 보완적 인수 전략을 추진 중입니다.
전략적 조치 및 위험: 인수합병은 고마진 Pumps 포트폴리오를 확장하고 있으며, 2024년 ESG 매각은 소규모 종료 후 손실을 발생시켰습니다. ESG 관련 5,890만 달러 배심원 평결은 잠재적 부채가 될 수 있으나, 비용 인식은 없었습니다. 가이던스는 제공되지 않았습니다.
Résumé du T2-25 : Le chiffre d'affaires a augmenté de 5,2 % en glissement annuel pour atteindre 2,05 milliards de dollars ; la marge brute s'est élargie de 120 points de base à 39,9 %, entraînant une hausse de 9,6 % du résultat opérationnel à 354,6 millions de dollars. Le BPA dilué des opérations continues a grimpé à 2,03 $ (+14 %), mais une perte de 0,01 $ provenant des opérations ESG abandonnées a maintenu le BPA dilué total stable à 2,02 $.
Tendances du premier semestre : Les ventes ont progressé de 2,2 % à 3,92 milliards de dollars et les flux de trésorerie opérationnels ont augmenté de 25 % à 369,8 millions de dollars. Les charges d'intérêts ont diminué de 21 % tandis que le taux d'imposition effectif est resté autour de 20 %. La répartition par segment est restée favorable : Pumps & Process Solutions a affiché une marge de 30,6 % et les revenus de Clean Energy & Fueling ont bondi de 18 %. Les charges de restructuration se sont élevées à 21,8 millions de dollars.
Bilan & mouvements de capitaux : La trésorerie a diminué à 1,26 milliard de dollars après 658 millions de dollars de fusions-acquisitions (Sikora, Cryo-Mach, ipp) et 41 millions de rachats d’actions ; la dette à long terme a augmenté à 3,07 milliards, mais la couverture des intérêts reste solide à 68×. Le goodwill et les actifs incorporels ont augmenté à 7,27 milliards alors que Dover poursuit sa stratégie d’acquisitions complémentaires.
Actions stratégiques & risques : Les acquisitions élargissent le portefeuille Pumps à forte marge, tandis que la cession ESG de 2024 a généré de faibles pertes post-clôture. Un verdict de jury de 58,9 millions lié à l’ESG pourrait constituer un passif, bien qu’aucune charge n’ait été enregistrée. Aucune guidance n’a été fournie.
Q2-25 Überblick: Der Umsatz stieg im Jahresvergleich um 5,2 % auf 2,05 Mrd. USD; die Bruttomarge erhöhte sich um 120 Basispunkte auf 39,9 %, was zu einem Anstieg des operativen Ergebnisses um 9,6 % auf 354,6 Mio. USD führte. Das verwässerte Ergebnis je Aktie aus fortgeführten Geschäftsbereichen stieg auf 2,03 USD (+14 %), jedoch hielt ein Verlust von 0,01 USD aus eingestellten ESG-Geschäften das gesamte verwässerte Ergebnis je Aktie bei 2,02 USD stabil.
Trends im ersten Halbjahr: Der Umsatz stieg um 2,2 % auf 3,92 Mrd. USD, und der operative Cashflow verbesserte sich um 25 % auf 369,8 Mio. USD. Die Zinsaufwendungen sanken um 21 %, während der effektive Steuersatz bei etwa 20 % blieb. Die Segmentzusammensetzung blieb vorteilhaft: Pumps & Process Solutions erzielte eine Marge von 30,6 % und die Umsätze von Clean Energy & Fueling stiegen um 18 %. Restrukturierungskosten beliefen sich auf 21,8 Mio. USD.
Bilanz & Kapitalmaßnahmen: Die liquiden Mittel sanken auf 1,26 Mrd. USD nach 658 Mio. USD für M&A (Sikora, Cryo-Mach, ipp) und 41 Mio. USD für Aktienrückkäufe; die langfristigen Schulden stiegen auf 3,07 Mrd. USD, die Zinsdeckung bleibt mit dem 68-fachen jedoch solide. Goodwill und immaterielle Vermögenswerte stiegen auf 7,27 Mrd. USD, da Dover seine ergänzende Akquisitionsstrategie fortsetzt.
Strategische Maßnahmen & Risiken: Akquisitionen erweitern das margenstarke Pumps-Portfolio, während die ESG-Veräußerung 2024 geringfügige Verluste nach Abschluss verursachte. Ein Jury-Urteil in Höhe von 58,9 Mio. USD im Zusammenhang mit ESG könnte eine Verbindlichkeit darstellen, obwohl keine Rückstellung gebildet wurde. Es wurde keine Prognose abgegeben.
Positive
- Revenue up 5.2% YoY with gross-margin expansion of 120 bps, signalling pricing power and mix improvement.
- Operating cash flow +25% YoY to $369.8 m; conversion at 71% supports shareholder returns.
- Interest coverage 68× and no revolver borrowings, indicating ample debt capacity despite recent acquisitions.
- Pumps & Process Solutions margin 30.6%, reinforcing high-value positioning and driving consolidated profitability.
Negative
- Cash balance down $580 m YTD driven by $658 m acquisition spend and buybacks, reducing liquidity cushion.
- Goodwill/intangibles climbed to $7.27 bn, heightening future impairment risk if synergies disappoint.
- Pending $58.9 m litigation verdict related to discontinued ESG business introduces potential contingency.
- Restructuring & integration costs $32.6 m YTD, dampening GAAP earnings and indicating ongoing portfolio adjustments.
Insights
TL;DR – Core operations beat on growth and margin; bolt-on buys add scale; balance sheet still conservative.
Dover’s Q2 shows healthy mid-single-digit revenue growth, 120 bp gross-margin lift and strong cost discipline, pushing operating income 10% higher. Pumps & Process Solutions remains the earnings engine, while Clean Energy & Fueling’s rebound is encouraging for 2H-25. Cash was deployed into three strategic acquisitions, yet leverage remains modest: net debt/EBITDA is comfortably below 1× and liquidity exceeds $1 bn. Lower interest expense and higher interest income cushioned the P&L. Operating cash flow conversion improved to 71% of net income, supporting dividends and buybacks. Overall, fundamentals and capital allocation point to a constructive outlook.
TL;DR – Cash drawdown, rising goodwill and pending ESG litigation temper otherwise solid quarter.
While operations performed well, free cash was absorbed by the $658 m Sikora-led deal spree, cutting cash 32% YTD and nudging debt higher. Goodwill now exceeds 40% of total assets, elevating impairment sensitivity should macro conditions soften. The $58.9 m jury award against the sold ESG unit, though not yet accrued, could reopen indemnity questions. Restructuring and integration costs ($32.6 m YTD) continue to weigh on GAAP results. Investors should watch post-acquisition synergy delivery, working-capital discipline and litigation outcomes.
Riepilogo Q2-25: I ricavi sono cresciuti del 5,2% su base annua raggiungendo 2,05 miliardi di dollari; il margine lordo si è ampliato di 120 punti base al 39,9%, favorendo un aumento del 9,6% degli utili operativi a 354,6 milioni di dollari. L'EPS diluito dalle operazioni continuative è salito a 2,03 dollari (+14%), ma una perdita di 0,01 dollari derivante dalle operazioni ESG cessate ha mantenuto l'EPS diluito totale stabile a 2,02 dollari.
Tendenze del primo semestre: Le vendite sono aumentate del 2,2% a 3,92 miliardi di dollari e il flusso di cassa operativo è migliorato del 25% a 369,8 milioni di dollari. Le spese per interessi sono diminuite del 21%, mentre l'aliquota fiscale effettiva è rimasta intorno al 20%. La composizione dei segmenti è rimasta favorevole: Pumps & Process Solutions ha registrato un margine del 30,6% e i ricavi di Clean Energy & Fueling sono cresciuti del 18%. Le spese di ristrutturazione sono state pari a 21,8 milioni di dollari.
Bilancio e mosse di capitale: La liquidità è scesa a 1,26 miliardi di dollari dopo 658 milioni di dollari di operazioni M&A (Sikora, Cryo-Mach, ipp) e 41 milioni di riacquisti di azioni; il debito a lungo termine è aumentato a 3,07 miliardi, ma la copertura degli interessi rimane solida a 68×. L'avviamento e le attività immateriali sono saliti a 7,27 miliardi di dollari mentre Dover prosegue nella sua strategia di acquisizioni complementari.
Azioni strategiche e rischi: Le acquisizioni ampliano il portafoglio ad alta marginalità Pumps, mentre la dismissione ESG del 2024 ha generato perdite post-chiusura minori. Un verdetto della giuria da 58,9 milioni di dollari legato all'ESG potrebbe rappresentare una passività, anche se non è stata registrata alcuna svalutazione. Non è stata fornita alcuna guidance.
Resumen Q2-25: Los ingresos crecieron un 5,2% interanual hasta 2,05 mil millones de dólares; el margen bruto se amplió 120 puntos básicos hasta el 39,9%, impulsando un aumento del 9,6% en las ganancias operativas hasta 354,6 millones de dólares. El BPA diluido de operaciones continuas subió a 2,03 dólares (+14%), pero una pérdida de 0,01 dólares por operaciones ESG discontinuadas mantuvo el BPA diluido total estable en 2,02 dólares.
Tendencias del primer semestre: Las ventas avanzaron un 2,2% hasta 3,92 mil millones de dólares y el flujo de caja operativo se fortaleció un 25% hasta 369,8 millones de dólares. Los gastos por intereses cayeron un 21%, mientras que la tasa impositiva efectiva se mantuvo alrededor del 20%. La mezcla de segmentos se mantuvo favorable: Pumps & Process Solutions registró un margen del 30,6% y los ingresos de Clean Energy & Fueling aumentaron un 18%. Los cargos por reestructuración totalizaron 21,8 millones de dólares.
Balance y movimientos de capital: El efectivo disminuyó a 1,26 mil millones tras 658 millones en fusiones y adquisiciones (Sikora, Cryo-Mach, ipp) y 41 millones en recompras de acciones; la deuda a largo plazo aumentó a 3,07 mil millones, aunque la cobertura de intereses es sólida en 68×. El goodwill y los intangibles aumentaron a 7,27 mil millones mientras Dover continúa con su estrategia de adquisiciones complementarias.
Acciones estratégicas y riesgos: Las adquisiciones amplían la cartera de bombas de alto margen, mientras que la desinversión ESG de 2024 generó pérdidas menores posteriores al cierre. Un veredicto judicial de 58,9 millones relacionado con ESG podría convertirse en una obligación, aunque no se registró ningún cargo. No se proporcionó guía.
2분기 25 요약: 매출이 전년 대비 5.2% 증가하여 20억 5천만 달러를 기록했으며, 총마진은 120bps 상승한 39.9%로 확대되어 영업이익이 9.6% 증가한 3억 5,460만 달러를 달성했습니다. 계속 영업에서 희석 주당순이익(EPS)은 2.03달러(+14%)로 상승했으나, 중단된 ESG 사업에서 0.01달러 손실이 발생해 전체 희석 EPS는 2.02달러로 유지되었습니다.
상반기 동향: 매출은 2.2% 증가한 39억 2천만 달러를 기록했고, 영업현금흐름은 25% 증가한 3억 6,980만 달러로 강화되었습니다. 이자 비용은 21% 감소했으며 유효 세율은 약 20%로 유지되었습니다. 사업부 구성은 우호적이었으며, Pumps & Process Solutions는 30.6% 마진을 기록했고, Clean Energy & Fueling 매출은 18% 증가했습니다. 구조조정 비용은 2,180만 달러였습니다.
대차대조표 및 자본 이동: 현금은 6억 5,800만 달러의 인수합병(Sikora, Cryo-Mach, ipp)과 4,100만 달러의 자사주 매입 후 12억 6천만 달러로 감소했습니다. 장기 부채는 30억 7천만 달러로 증가했으나 이자 보상 비율은 68배로 견고합니다. 영업권 및 무형자산은 72억 7천만 달러로 증가했으며, Dover는 계속해서 보완적 인수 전략을 추진 중입니다.
전략적 조치 및 위험: 인수합병은 고마진 Pumps 포트폴리오를 확장하고 있으며, 2024년 ESG 매각은 소규모 종료 후 손실을 발생시켰습니다. ESG 관련 5,890만 달러 배심원 평결은 잠재적 부채가 될 수 있으나, 비용 인식은 없었습니다. 가이던스는 제공되지 않았습니다.
Résumé du T2-25 : Le chiffre d'affaires a augmenté de 5,2 % en glissement annuel pour atteindre 2,05 milliards de dollars ; la marge brute s'est élargie de 120 points de base à 39,9 %, entraînant une hausse de 9,6 % du résultat opérationnel à 354,6 millions de dollars. Le BPA dilué des opérations continues a grimpé à 2,03 $ (+14 %), mais une perte de 0,01 $ provenant des opérations ESG abandonnées a maintenu le BPA dilué total stable à 2,02 $.
Tendances du premier semestre : Les ventes ont progressé de 2,2 % à 3,92 milliards de dollars et les flux de trésorerie opérationnels ont augmenté de 25 % à 369,8 millions de dollars. Les charges d'intérêts ont diminué de 21 % tandis que le taux d'imposition effectif est resté autour de 20 %. La répartition par segment est restée favorable : Pumps & Process Solutions a affiché une marge de 30,6 % et les revenus de Clean Energy & Fueling ont bondi de 18 %. Les charges de restructuration se sont élevées à 21,8 millions de dollars.
Bilan & mouvements de capitaux : La trésorerie a diminué à 1,26 milliard de dollars après 658 millions de dollars de fusions-acquisitions (Sikora, Cryo-Mach, ipp) et 41 millions de rachats d’actions ; la dette à long terme a augmenté à 3,07 milliards, mais la couverture des intérêts reste solide à 68×. Le goodwill et les actifs incorporels ont augmenté à 7,27 milliards alors que Dover poursuit sa stratégie d’acquisitions complémentaires.
Actions stratégiques & risques : Les acquisitions élargissent le portefeuille Pumps à forte marge, tandis que la cession ESG de 2024 a généré de faibles pertes post-clôture. Un verdict de jury de 58,9 millions lié à l’ESG pourrait constituer un passif, bien qu’aucune charge n’ait été enregistrée. Aucune guidance n’a été fournie.
Q2-25 Überblick: Der Umsatz stieg im Jahresvergleich um 5,2 % auf 2,05 Mrd. USD; die Bruttomarge erhöhte sich um 120 Basispunkte auf 39,9 %, was zu einem Anstieg des operativen Ergebnisses um 9,6 % auf 354,6 Mio. USD führte. Das verwässerte Ergebnis je Aktie aus fortgeführten Geschäftsbereichen stieg auf 2,03 USD (+14 %), jedoch hielt ein Verlust von 0,01 USD aus eingestellten ESG-Geschäften das gesamte verwässerte Ergebnis je Aktie bei 2,02 USD stabil.
Trends im ersten Halbjahr: Der Umsatz stieg um 2,2 % auf 3,92 Mrd. USD, und der operative Cashflow verbesserte sich um 25 % auf 369,8 Mio. USD. Die Zinsaufwendungen sanken um 21 %, während der effektive Steuersatz bei etwa 20 % blieb. Die Segmentzusammensetzung blieb vorteilhaft: Pumps & Process Solutions erzielte eine Marge von 30,6 % und die Umsätze von Clean Energy & Fueling stiegen um 18 %. Restrukturierungskosten beliefen sich auf 21,8 Mio. USD.
Bilanz & Kapitalmaßnahmen: Die liquiden Mittel sanken auf 1,26 Mrd. USD nach 658 Mio. USD für M&A (Sikora, Cryo-Mach, ipp) und 41 Mio. USD für Aktienrückkäufe; die langfristigen Schulden stiegen auf 3,07 Mrd. USD, die Zinsdeckung bleibt mit dem 68-fachen jedoch solide. Goodwill und immaterielle Vermögenswerte stiegen auf 7,27 Mrd. USD, da Dover seine ergänzende Akquisitionsstrategie fortsetzt.
Strategische Maßnahmen & Risiken: Akquisitionen erweitern das margenstarke Pumps-Portfolio, während die ESG-Veräußerung 2024 geringfügige Verluste nach Abschluss verursachte. Ein Jury-Urteil in Höhe von 58,9 Mio. USD im Zusammenhang mit ESG könnte eine Verbindlichkeit darstellen, obwohl keine Rückstellung gebildet wurde. Es wurde keine Prognose abgegeben.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended June 30, 2025
or
OF 1934
For the transition period from to
Commission File Number: 1-4018
(Exact name of registrant as specified in its charter)
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| (Address of principal executive offices) | (Zip Code) | |||||||
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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| ☑ | Accelerated Filer | ☐ | Emerging Growth Company | ||||||||||||||
Non-Accelerated Filer | ☐ | Smaller Reporting 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The number of shares outstanding of the Registrant’s common stock as of July 18, 2025 was 137,134,453 .
Dover Corporation
Form 10-Q
Table of Contents
PART I — FINANCIAL INFORMATION | Page | |||||||
Item 1. | Financial Statements (unaudited) | |||||||
Condensed Consolidated Statements of Earnings for the three and six months ended June 30, 2025 and 2024 | 1 | |||||||
Condensed Consolidated Statements of Comprehensive Earnings for the three and six months ended June 30, 2025 and 2024 | 2 | |||||||
Condensed Consolidated Balance Sheets at June 30, 2025 and December 31, 2024 | 3 | |||||||
Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024 | 4 | |||||||
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 | 6 | |||||||
Note 1 — Basis of Presentation | 7 | |||||||
Note 2 — Revenue | 7 | |||||||
Note 3 — Acquisitions | 8 | |||||||
Note 4 — Discontinued and Disposed Operations | 11 | |||||||
Note 5 — Inventories, net | 12 | |||||||
Note 6 — Property, Plant and Equipment, net | 12 | |||||||
Note 7 — Credit Losses | 12 | |||||||
Note 8 — Goodwill and Other Intangible Assets | 12 | |||||||
Note 9 — Restructuring Activities | 13 | |||||||
Note 10 — Borrowings | 14 | |||||||
Note 11 — Financial Instruments | 15 | |||||||
Note 12 — Income Taxes | 17 | |||||||
Note 13 — Equity Incentive Program | 17 | |||||||
Note 14 — Commitments and Contingent Liabilities | 18 | |||||||
Note 15 — Other Comprehensive Earnings | 19 | |||||||
Note 16 — Segment Information | 20 | |||||||
Note 17 — Stockholders' Equity | 23 | |||||||
Note 18 — Earnings per Share | 24 | |||||||
Note 19 — Recent Accounting Pronouncements | 24 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 43 | ||||||
Item 4. | Controls and Procedures | 44 | ||||||
PART II — OTHER INFORMATION | ||||||||
Item 1. | Legal Proceedings | 44 | ||||||
Item 1A. | Risk Factors | 44 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 44 | ||||||
Item 3. | Defaults Upon Senior Securities | 44 | ||||||
Item 4. | Mine Safety Disclosures | 44 | ||||||
Item 5. | Other Information | 44 | ||||||
Item 6. | Exhibits | 45 | ||||||
SIGNATURES | 46 | |||||||
Table of Contents
Item 1. Financial Statements
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods and services | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Operating earnings | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
(Gain) loss on dispositions | ( | ( | ( | ||||||||||||||||||||
| Other income, net | ( | ( | ( | ( | |||||||||||||||||||
| Earnings before provision for income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
Earnings from continuing operations | |||||||||||||||||||||||
(Loss) earnings from discontinued operations, net | ( | ( | |||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
Earnings per share from continuing operations: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
(Loss) earnings per share from discontinued operations: | |||||||||||||||||||||||
| Basic | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Net earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
1
Table of Contents
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousands)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive earnings (loss), net of tax | |||||||||||||||||||||||
| Foreign currency translation adjustments: | |||||||||||||||||||||||
Foreign currency translation gain (loss) | ( | ( | |||||||||||||||||||||
| Reclassification of foreign currency translation losses to earnings | |||||||||||||||||||||||
Total foreign currency translation adjustments (net of $ | ( | ( | |||||||||||||||||||||
| Pension and other post-retirement benefit plans: | |||||||||||||||||||||||
Amortization of actuarial gain included in net periodic pension cost | ( | ( | ( | ( | |||||||||||||||||||
Amortization of prior service credits included in net periodic pension cost | ( | ( | ( | ( | |||||||||||||||||||
Settlement and curtailment impact(1) | ( | ( | |||||||||||||||||||||
Total pension and other post-retirement benefit plans (net of $ | ( | ( | ( | ( | |||||||||||||||||||
| Changes in fair value of cash flow hedges: | |||||||||||||||||||||||
Unrealized net (loss) gain arising during period | ( | ( | |||||||||||||||||||||
Net loss (gain) reclassified into earnings | ( | ( | |||||||||||||||||||||
Total cash flow hedges (net of $ | ( | ( | |||||||||||||||||||||
Other comprehensive earnings (loss), net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive earnings | $ | $ | $ | $ | |||||||||||||||||||
(1) Included in (loss) earnings from discontinued operations, net in the condensed consolidated statement of earnings.
See Notes to Condensed Consolidated Financial Statements
2
Table of Contents
DOVER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| June 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Receivables, net | |||||||||||
| Inventories, net | |||||||||||
| Prepaid and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets and deferred charges | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Short-term borrowings and current portion of long-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued compensation and employee benefits | |||||||||||
| Deferred revenue | |||||||||||
| Accrued insurance | |||||||||||
| Other accrued expenses | |||||||||||
| Federal and other income taxes | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred income taxes | |||||||||||
| Non-current income tax payable | |||||||||||
| Other liabilities | |||||||||||
| Stockholders' equity: | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
3
Table of Contents
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share data)
(Unaudited)
Common stock $ | Additional paid-in capital | Retained earnings | Accumulated other comprehensive earnings (loss) | Treasury stock | Total stockholders' equity | ||||||||||||||||||||||||||||||
| Balance at April 1, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net earnings | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Common stock issued for the exercise of share-based awards | — | — | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
Other comprehensive earnings, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
Common stock $ | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Total stockholders' equity | ||||||||||||||||||||||||||||||
| Balance at April 1, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net earnings | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Common stock issued for the exercise of share-based awards | — | — | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
4
Table of Contents
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share data)
(Unaudited)
Common stock $ | Additional paid-in capital | Retained earnings | Accumulated other comprehensive earnings (loss) | Treasury stock | Total stockholders' equity | ||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net earnings | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Common stock issued for the exercise of share-based awards | ( | — | — | — | ( | ||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Common stock acquired | — | — | — | ( | ( | ||||||||||||||||||||||||||||||
| Other comprehensive earnings, net of tax | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
Common stock $ | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Total stockholders' equity | ||||||||||||||||||||||||||||||
| Balance at January 1, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net earnings | — | — | — | — | |||||||||||||||||||||||||||||||
Dividends paid ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Common stock issued for the exercise of share-based awards | ( | — | — | — | ( | ||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Common stock acquired, including accelerated share repurchase program and excise tax | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
5
Table of Contents
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating Activities: | |||||||||||
| Net earnings | $ | $ | |||||||||
| Adjustments to reconcile net earnings to cash provided by operating activities: | |||||||||||
Loss (earnings) from discontinued operations, net | ( | ||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation expense | |||||||||||
Gain on dispositions | ( | ( | |||||||||
| Other, net | ( | ||||||||||
| Cash effect of changes in assets and liabilities: | |||||||||||
| Accounts receivable, net | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accrued compensation and employee benefits | ( | ( | |||||||||
| Accrued expenses and other liabilities | ( | ( | |||||||||
| Accrued and deferred taxes, net | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Investing Activities: | |||||||||||
| Additions to property, plant and equipment | ( | ( | |||||||||
| Acquisitions, net of cash and cash equivalents acquired | ( | ( | |||||||||
Proceeds from dispositions, net of cash transferred | |||||||||||
| Other | |||||||||||
Net cash (used in) provided by investing activities | ( | ||||||||||
| Financing Activities: | |||||||||||
Repurchase of common stock, including accelerated share repurchase program | ( | ( | |||||||||
| Change in commercial paper and other short-term borrowings, net | ( | ||||||||||
| Dividends paid to stockholders | ( | ( | |||||||||
| Payments to settle employee tax obligations on exercise of share-based awards | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
Cash Flows from Discontinued Operations: | |||||||||||
Net cash (used in) provided by operating activities of discontinued operations | ( | ||||||||||
| Net cash used in investing activities of discontinued operations | ( | ( | |||||||||
Net cash (used in) provided by discontinued operations | ( | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
Net decrease in cash and cash equivalents | ( | ( | |||||||||
Cash and cash equivalents at beginning of period, including cash held for sale (1) | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
(1) Cash held for sale as of December 31, 2023 totaled $17,300 . There was no cash held for sale as of December 31, 2024.
See Notes to Condensed Consolidated Financial Statements
6
Table of Contents
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
1. Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim periods and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America ("GAAP") for complete financial statements. These unaudited interim condensed consolidated financial statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes for Dover Corporation ("Dover" or the "Company") for the year ended December 31, 2024, included in the Company's Annual Report on Form 10-K filed with the SEC on February 14, 2025. The year-end consolidated balance sheet was derived from audited financial statements.
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying disclosures. Although these estimates are based on management’s knowledge of current events and expectations about actions that the Company may undertake in the future, actual results may differ from those estimates. Our interim condensed consolidated financial statements are unaudited but reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair statement of results for these interim periods. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year.
2. Revenue
Revenue from Contracts with Customers
A majority of the Company’s revenue is short cycle in nature with shipments within one year from order. A small portion of the Company’s revenue derives from contracts extending over one year. The Company's payment terms generally range between 30 to 90 days and vary by the location of businesses, the type of products manufactured to be sold and the volume of products sold, among other factors.
Disaggregation of Revenue
Revenue from contracts with customers is disaggregated by segment and geographic location, as these categories best depict the nature and amount of the Company’s revenue. See Note 16 — Segment Information for further details.
Performance Obligations
Approximately 95 % of the Company’s revenue is recognized at a point in time, rather than over time as the Company completes its performance obligations. Specifically, revenue is recognized when control transfers to the customer, typically upon shipment or completion of installation, testing, certification, or other substantive acceptance provisions required under the contract. Approximately 5 % of the Company’s revenue is recognized over time.
A majority of the Company's contracts have a single performance obligation which represents, in most cases, the equipment or product being sold to the customer. Some contracts include multiple performance obligations such as a product and the related installation, extended warranty, software and digital solutions, and/or maintenance services. For contracts with multiple performance obligations, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation.
7
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
At June 30, 2025, we estimated that $358,900 in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. We expect to recognize approximately 71.2 % of the Company's unsatisfied (or partially unsatisfied) performance obligations as revenue through 2026, 16.8 % in 2027, with the remaining balance to be recognized in 2028 and thereafter.
As permitted by Accounting Standards Codification ("ASC") 606, the Company has excluded from its disclosures above about unsatisfied performance obligations for any contracts with an expected duration of one year or less, and contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed.
Contract Balances
Contract assets primarily relate to the Company's right to consideration for work completed but not billed at the reporting date. Contract liabilities relate to advance consideration received from customers or advance billings for which revenue has not been recognized and are reduced when the associated revenue from the contract is recognized.
The following table provides information about contract assets and contract liabilities from contracts with customers:
| June 30, 2025 | December 31, 2024 | December 31, 2023 | |||||||||||||||
Contract assets - current | $ | $ | $ | ||||||||||||||
| Contract liabilities - current | |||||||||||||||||
| Contract liabilities - non-current | |||||||||||||||||
The revenue recognized during the six months ended June 30, 2025 and 2024 that was included in contract liabilities at the beginning of the period amounted to $116,466 and $137,828 , respectively.
3. Acquisitions
2025 Acquisitions
During the six months ended June 30, 2025, the Company acquired three business in separate transactions for total consideration of $658,480 , net of cash acquired. These businesses were acquired to complement and expand upon existing operations within the Pumps & Process Solutions Segment. The goodwill recorded as a result of these acquisitions represents the economic benefits expected to be derived from product line expansions and operational synergies. Goodwill of $9,250 is deductible for income tax purposes and $313,702 is non-deductible for income tax purposes for these acquisitions.
Sikora
On June 11, 2025, the Company acquired 99.8 % of the equity interest in Sikora AG ("Sikora"), a provider of precision measurement, inspection and control solutions for production processes in the wires and cables, hoses, optical fibers and plastic industries for $613,052 , net of cash acquired. The Sikora acquisition strengthens the Company's offerings in the Pumps & Process Solutions segment. In connection with this acquisition, the Company recorded goodwill of $304,995 and intangible assets of $261,904 for customer intangibles, $71,219 for unpatented technology and $17,231 for trademarks. The fair value for customer intangibles at the acquisition date was determined using the multi-period excess earnings method under the income approach. The fair value measurements of intangible assets are based on significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the fair value of intangible assets include discounted future cash flows, customer attrition rates and discount rates. The fair values of the assets acquired and liabilities assumed, and the related tax balances, are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the measurement period as the Company finalizes the valuations of the assets acquired and the liabilities assumed and the related tax balances.
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The following presents the preliminary allocation of purchase price to the assets acquired and liabilities assumed in the Sikora acquisition, based on their estimated fair values at acquisition date:
| Total | |||||
| Current assets, net of cash acquired | $ | ||||
| Property, plant and equipment | |||||
| Goodwill | |||||
| Intangible assets | |||||
| Other assets and deferred charges | |||||
| Current liabilities | ( | ||||
| Non-current liabilities | ( | ||||
| Net assets acquired | $ | ||||
Other Acquisitions
On January 17, 2025, the Company acquired 100 % of the equity interest in Cryogenic Machinery Corp. ("Cryo-Mach"), a provider of cryogenic centrifugal pumps, mechanical seals and accessories, for total consideration of $28,899 , net of cash acquired and inclusive of measurement period adjustments. The Cryo-Mach business was acquired to expand the Company's participation in cryogenic applications within the Pumps & Process Solutions segment. In connection with this acquisition, the Company recorded preliminary tax-deductible goodwill of $9,250 and intangible assets of $21,011 , primarily related to customer intangibles.
On June 18, 2025, the Company acquired 100 % of the equity interest in ipp Pump Products GmbH ("ipp"), a specialized manufacturer of sanitary pump technologies, including hygienic lobe, progressive, and other processing equipment for $16,529 , net of cash acquired. ipp's products expand the Company's capabilities in critical hygienic applications within the Pumps & Process Solutions segment. In connection with this acquisition, the Company recorded preliminary goodwill of $8,707 and intangible assets of $7,049 , primarily related to customer intangibles.
The amounts assigned to goodwill and major intangible asset classifications for acquisitions during the six months ended June 30, 2025 were as follows:
| Amount allocated | Weighted Average Useful Life (in years) | ||||||||||||||||
| Goodwill | $ | na | |||||||||||||||
| Goodwill - non-deductible | na | ||||||||||||||||
| Customer intangibles | |||||||||||||||||
Unpatented technologies | |||||||||||||||||
| Trademarks | |||||||||||||||||
| $ | |||||||||||||||||
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
2024 Acquisitions
During the six months ended June 30, 2024, the Company acquired three businesses in separate transactions for total consideration of $175,855 , net of cash acquired and inclusive of contingent consideration of $29,428 (a non-cash financing activity) and measurement period adjustments. These businesses were acquired to complement and expand upon existing operations within the Clean Energy & Fueling and Imaging & Identification segments. The goodwill recorded as a result of these acquisitions represents the economic benefits expected to be derived from product line expansions and operational synergies and is non-deductible for income tax purposes.
On January 17, 2024, the Company acquired 100 % of the equity interests in the Transchem Group ("Transchem"), a supplier of car wash chemicals and associated solutions, for $48,241 , net of cash acquired and inclusive of contingent consideration and measurement period adjustments. The Transchem acquisition expands the Company's chemical product offerings in the Clean Energy & Fueling segment, specializing in wash performance and water reclaim technology that reduces water usage and lowers car wash operators' cost. In connection with this acquisition, the Company recorded goodwill of $25,132 and intangible assets of $26,309 , primarily related to customer intangibles.
On January 31, 2024, the Company acquired 100 % of the equity interests in Bulloch Technologies, Inc. ("Bulloch"), a provider of point-of-sale ("POS"), forecourt controller and electronic payment server solutions to the convenience retail industry, for $121,917 , net of cash acquired and inclusive of contingent consideration and measurement period adjustments. The acquisition of Bulloch expands the Company's offering in North America with highly complementary POS and forecourt solutions within the Clean Energy & Fueling segment. In connection with this acquisition, the Company recorded goodwill of $73,850 and intangible assets of $62,417 , primarily related to customer intangibles.
The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at acquisition date:
| Total | |||||
| Current assets, net of cash acquired | $ | ||||
| Property, plant and equipment | |||||
| Goodwill | |||||
| Intangible assets | |||||
| Other assets and deferred charges | |||||
| Current liabilities | ( | ||||
| Non-current liabilities | ( | ||||
| Net assets acquired | $ | ||||
The amounts assigned to goodwill and major intangible asset classifications for acquisitions during the six months ended June 30, 2024 were as follows:
| Amount allocated | Weighted Average Useful Life (in years) | ||||||||||||||||
| Goodwill - non-deductible | $ | na | |||||||||||||||
| Customer intangibles | |||||||||||||||||
Unpatented technologies | |||||||||||||||||
| Trademarks | |||||||||||||||||
| $ | |||||||||||||||||
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
4. Discontinued and Disposed Operations
Discontinued Operations
On October 8, 2024, the Company completed the sale of the ESG business, an operating company within the Engineered Products segment, to Terex Corporation for total preliminary consideration, net of cash transferred, of $2.0 billion, subject to post-closing adjustments. The ESG sale qualifies for discontinued operations reporting because its disposal represented a strategic shift with a major effect on the Company's operations and financial results. As a result, the Company has classified the results of operations as discontinued operations in the condensed consolidated statements of earnings and the condensed consolidated statements of cash flows for the six months ended June 30, 2024. During the six months ended June 30, 2025, net working capital adjustments of $9,796 ($7,739 after-tax) and other post-closing adjustments of $2,197 ($1,747 after-tax) were recorded resulting in a loss from discontinued operations, net of $9,486 in the condensed consolidated statements of earnings. During the three months ended June 30, 2025, other post-closing adjustments of $1,335 ($1,066 after-tax) were recorded resulting in a loss from discontinued operations in the condensed consolidated statements of earnings.
In June 2025, a jury returned a verdict against the ESG business for approximately $58.9 million in connection with litigation involving alleged breach of contract and inducement of breach of fiduciary duty claims arising from certain product development efforts. ESG expects to file post-trial motions and, if necessary, an appeal with the U.S. Court of Appeals for the Seventh Circuit. The Company has not recognized an expense in connection with this matter because it does not currently believe a loss is probable.
Summarized results of the Company's discontinued operations are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods and services | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Operating earnings | |||||||||||||||||||||||
Loss on disposition | |||||||||||||||||||||||
Other (income) expense, net | ( | ||||||||||||||||||||||
(Loss) earnings from discontinued operations before provision for income taxes | ( | ( | |||||||||||||||||||||
(Benefit) provision for income taxes | ( | ( | |||||||||||||||||||||
(Loss) earnings from discontinued operations, net | $ | ( | $ | $ | ( | $ | |||||||||||||||||
2025 Dispositions
There were no material dispositions in 2025.
2024 Disposition
On March 31, 2024, the Company completed the sale of the De-Sta-Co business, an operating company within the Engineered Products segment, for total consideration, net of cash transferred, of $674,727 . Of the total consideration, $63,000 was received upon finalization of closing activities in India and China, which occurred during the second quarter of 2024. This sale resulted in a preliminary pre-tax gain on disposition of $529,280 ($414,451 after-tax) included within the condensed consolidated statements of earnings for the six months ended June 30, 2024. The sale did not meet the criteria to be classified as a discontinued operation, as it did not represent a strategic shift that would have a major effect on operations and financial results.
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
5. Inventories, net
| June 30, 2025 | December 31, 2024 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work in progress | |||||||||||
| Finished goods | |||||||||||
| Subtotal | |||||||||||
| Less reserves | ( | ( | |||||||||
| Total | $ | $ | |||||||||
6. Property, Plant and Equipment, net
| June 30, 2025 | December 31, 2024 | ||||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Machinery, equipment and other | |||||||||||
| Property, plant and equipment, gross | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
Depreciation expense totaled $43,157 and $38,554 for the three months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, depreciation expense totaled $81,826 and $76,380 , respectively.
7. Credit Losses
The Company is exposed to credit losses primarily through sales of products and services. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on the aging of the accounts receivable balances and other historical and forward-looking information on the financial condition of customers. Balances are written off when determined to be uncollectible.
The following table provides a rollforward of the allowance for credit losses deducted from accounts receivable that represent the net amount expected to be collected.
| 2025 | 2024 | ||||||||||
| Balance at January 1 | $ | $ | |||||||||
| Provision for expected credit losses, net of recoveries | |||||||||||
| Amounts written off charged against the allowance | ( | ( | |||||||||
| Other, including foreign currency translation | ( | ||||||||||
| Balance at, June 30 | $ | $ | |||||||||
8. Goodwill and Other Intangible Assets
The changes in the carrying value of goodwill by reportable segments were as follows:
| Engineered Products | Clean Energy & Fueling | Imaging & Identification | Pumps & Process Solutions | Climate & Sustainability Technologies | Total | ||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Acquisitions | |||||||||||||||||||||||||||||||||||
| Measurement period adjustments | ( | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | |||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
During the six months ended June 30, 2025, the Company recognized additions of $322,952 to goodwill as a result of the acquisitions discussed in Note 3 — Acquisitions. Additionally, during the six months ended June 30, 2025, the Company recognized measurement period adjustments of $4,489 primarily related to the Marshall Excelsior Company acquisition in the third quarter of 2024 under the Clean Energy & Fueling segment.
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The Company’s definite-lived and indefinite-lived intangible assets by major asset class were as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||
| Amortized intangible assets: | |||||||||||||||||||||||||||||||||||
| Customer intangibles | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Trademarks | |||||||||||||||||||||||||||||||||||
| Patents | |||||||||||||||||||||||||||||||||||
| Unpatented technologies | |||||||||||||||||||||||||||||||||||
| Distributor relationships | |||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||
| Unamortized intangible assets: | |||||||||||||||||||||||||||||||||||
| Trademarks | — | — | |||||||||||||||||||||||||||||||||
| Total intangible assets, net | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
For the three months ended June 30, 2025 and 2024, amortization expense was $51,226 and $44,186 , respectively. For the six months ended June 30, 2025 and 2024, amortization expense was $99,975 and $88,131 , respectively. Amortization expense is primarily comprised of acquisition-related intangible amortization.
9. Restructuring Activities
The Company's restructuring charges by segment were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Engineered Products | $ | $ | $ | $ | |||||||||||||||||||
| Clean Energy & Fueling | |||||||||||||||||||||||
| Imaging & Identification | |||||||||||||||||||||||
| Pumps & Process Solutions | |||||||||||||||||||||||
| Climate & Sustainability Technologies | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| These amounts are classified in the condensed consolidated statements of earnings as follows: | |||||||||||||||||||||||
| Cost of goods and services | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The restructuring expenses of $13,529 and $21,839 incurred during the three and six months ended June 30, 2025, respectively, were primarily related to exit costs and headcount reductions in the Climate & Sustainability Technologies, Pumps & Process Solutions and Clean Energy & Fueling segments. These restructuring programs were initiated in 2024 and 2025 and the Company will continue to make proactive adjustments to its cost structure to align with current demand trends.
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The Company’s severance and exit accrual activities were as follows:
| Severance | Exit | Total | |||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | ||||||||||||||
| Restructuring charges | (1) | ||||||||||||||||
| Payments | ( | ( | ( | ||||||||||||||
| Other, including foreign currency translation | ( | (1) | ( | ||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ||||||||||||||
(1) Exit reserves activity includes non-cash asset charges related to a product line exit within the Climate & Sustainability Technologies segment.
10. Borrowings
Borrowings consist of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
Short-term | |||||||||||
Current portion of long-term debt | $ | $ | |||||||||
| Other | |||||||||||
Short-term borrowings and current portion of long-term debt | $ | $ | |||||||||
Carrying amount (1) | |||||||||||||||||
| Principal | June 30, 2025 | December 31, 2024 | |||||||||||||||
| Long-term | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
| € | |||||||||||||||||
| € | |||||||||||||||||
| $ | |||||||||||||||||
| $ | |||||||||||||||||
| $ | |||||||||||||||||
| $ | |||||||||||||||||
| $ | |||||||||||||||||
| Total long-term debt | |||||||||||||||||
| Less long-term debt current portion | ( | ( | |||||||||||||||
Net long-term debt | $ | $ | |||||||||||||||
(1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discounts on net long-term debt were $8.0 million and $8.5 million as of June 30, 2025 and December 31, 2024, respectively. Total deferred debt issuance costs on net long-term debt were $6.0 million and $6.8 million as of June 30, 2025 and December 31, 2024, respectively.
The discounts are being amortized to interest expense using the effective interest method over the life of the issuances. The deferred issuance costs are amortized on a straight-line basis over the life of the debt, as this approximates the effective interest method.
On April 6, 2023, the Company entered into a $1.0 billion five-year unsecured revolving credit facility and on April 3, 2025, the Company entered into a new $500.0 million 364-day unsecured revolving credit facility (together, the "Credit Agreements") with a syndicate of banks. The current 364-day credit facility replaced the previous $500.0 million 364-day credit facility, which expired on April 3, 2025. The lenders' commitments under the Credit Agreements will terminate and any outstanding loans under the Credit Agreements will mature on April 6, 2028 and April 2, 2026, respectively. The Company may elect to extend the maturity date of any loans under the new 364-day credit facility until April 2, 2027, subject to conditions specified therein. The Credit Agreements are designated as a liquidity back-stop for the Company's commercial paper program and also are available for general corporate purposes. At the Company's election, loans under the Credit Agreements will bear interest at a base rate plus an applicable margin. The Credit Agreements require the Company to pay facility fees and impose various restrictions on the Company such as, among other things, a requirement to maintain a minimum interest coverage ratio of consolidated EBITDA to consolidated net interest expense of not less than 3.0 to 1. As of June 30, 2025 and December 31, 2024, there were no five-year , previous or current 364-day credit facilities.
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The Company was in compliance with all covenants in the Credit Agreements and other long-term debt covenants at June 30, 2025 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of 68.3 to 1.
Letters of Credit and other Guarantees
As of June 30, 2025, the Company had approximately $185.0 million outstanding in letters of credit, surety bonds, and performance and other guarantees which primarily expire on various dates through 2035. These letters of credit and bonds are primarily issued as security for insurance, warranty and other performance obligations. In general, we would only be liable for the amount of these guarantees in the event of default in the performance of our obligations, the probability of which is believed to be remote.
11. Financial Instruments
Cash Flow Hedges
The Company is exposed to market risk for changes in foreign currency exchange rates due to the global nature of its operations and certain commodity risks. In order to manage these risks, the Company has hedged portions of its forecasted sales and purchases which occur within the next twelve months that are denominated in non-functional currencies, with currency forward contracts designated as cash flow hedges. At June 30, 2025 and December 31, 2024, the Company had contracts with total notional amounts of $161,097 and $142,835 , respectively, to exchange currencies, principally euro, pound sterling, Swedish krona, Canadian dollar, Chinese yuan, and Swiss franc. The Company believes it is probable that all forecasted cash flow transactions will occur.
In addition, the Company had outstanding contracts with a total notional amount of $95,875 and $75,784 as of June 30, 2025 and December 31, 2024, respectively, that are not designated as hedging instruments. These instruments are used to reduce the Company's exposure for operating receivables and payables that are denominated in non-functional currencies. Gains and losses on these contracts are recorded in other income, net in the condensed consolidated statements of earnings.
The following table sets forth the fair values of derivative instruments designated as cash flow hedges held by the Company as of June 30, 2025 and December 31, 2024 and the balance sheet lines in which they are recorded:
| Fair Value Asset (Liability) | |||||||||||||||||
| June 30, 2025 | December 31, 2024 | Balance Sheet Caption | |||||||||||||||
| Foreign currency forward | $ | $ | Prepaid and other current assets | ||||||||||||||
| Foreign currency forward | ( | ( | Other accrued expenses | ||||||||||||||
For a cash flow hedge, the change in estimated fair value of a hedging instrument is recorded in accumulated other comprehensive earnings (loss), net of tax as a separate component of the condensed consolidated statements of stockholders' equity and is reclassified into revenues or cost of goods and services in the condensed consolidated statements of earnings during the period in which the hedged transaction is settled. The amount of gains or losses from hedging activity recorded in earnings is not significant, and the amount of unrealized gains and losses from cash flow hedges that are expected to be reclassified to earnings in the next twelve months is not significant; therefore, additional tabular disclosures are not presented. There are no amounts excluded from the assessment of hedge effectiveness, and the Company's derivative instruments that are subject to credit risk contingent features were not significant.
The Company is exposed to credit loss in the event of nonperformance by counterparties to the financial instrument contracts held by the Company; however, nonperformance by these counterparties is considered unlikely as the Company’s policy is to contract with highly-rated, diversified counterparties.
Net Investment Hedges
Additionally, the Company designates certain derivatives as net investment hedges to hedge the net assets of certain foreign subsidiaries which are exposed to volatility in foreign currency exchange rates. The Company has designated the €600,000 and €500,000 of euro-denominated notes issued November 9, 2016 and November 4, 2019, respectively, and a €550,000 currency forward contract entered into in May of 2025 as hedges of its net investment in euro-denominated operations. Changes in the value of the euro-denominated debt and currency forward contract, which are calculated using the spot method, are recognized in foreign currency translation adjustments within other comprehensive earnings (loss) of the condensed consolidated
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
statements of comprehensive earnings. These changes in fair value of the euro-denominated debt and currency forward contract resulting from exchange rate differences are offset by changes in the net investment due to the high degree of effectiveness between the hedging instruments and the exposure being hedged.
As of June 30, 2025, the fair value of the currency forward contract designated as a net investment hedge is $16,177 and is recorded in other accrued expenses in the condensed consolidated balance sheets.
Amounts recognized in other comprehensive earnings (loss) for the gains (losses) on net investment hedges were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
(Loss) gain on euro-denominated debt | $ | ( | $ | $ | ( | $ | |||||||||||||||||
(Loss) on currency forward contract | ( | ( | |||||||||||||||||||||
(Loss) gain on net investment hedges | ( | ( | |||||||||||||||||||||
Tax benefit (expense) | ( | ( | |||||||||||||||||||||
Net (loss) gain on net investment hedges, net of tax | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Fair Value Measurements
ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities.
Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Level 2 | Level 2 | ||||||||||
| Assets: | |||||||||||
| Foreign currency cash flow hedges | $ | $ | |||||||||
| Liabilities: | |||||||||||
| Foreign currency cash flow hedges | |||||||||||
Foreign currency net investment hedges | |||||||||||
The derivative contracts are measured at fair value using models based on observable market inputs such as foreign currency exchange rates and interest rates; therefore, they are classified within Level 2 of the fair value hierarchy.
In addition to fair value disclosure requirements related to financial instruments carried at fair value, accounting standards require disclosures regarding the fair value of all of the Company's financial instruments.
The estimated fair value of long-term debt at June 30, 2025 and December 31, 2024, was $2,669,165 and $2,492,535 , respectively. The estimated fair value of long-term debt is based on quoted market prices for similar instruments and is, therefore, classified as Level 2 within the fair value hierarchy.
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The carrying values of cash and cash equivalents, trade receivables, accounts payable and short-term borrowings approximate their fair values as of June 30, 2025 and December 31, 2024 due to the short-term nature of these instruments.
12. Income Taxes
The effective tax rates for the three months ended June 30, 2025 and 2024 were 20.4 % and 19.8 %, respectively. The increase in the effective tax rate for the three months ended June 30, 2025 relative to the prior year comparable period was primarily driven by a prior year valuation allowance release.
The effective tax rates for the six months ended June 30, 2025 and 2024 were 19.8 % and 20.5 %, respectively. The decrease in the effective tax rate for the six months ended June 30, 2025 relative to the prior year comparable period was primarily driven by a gain on disposition in the prior year.
Dover and its subsidiaries file tax returns in the U.S., including various state and local returns, and in other foreign jurisdictions. We believe adequate provision has been made for all income tax uncertainties. The Company is routinely audited by taxing authorities in its filing jurisdictions, and a number of these audits are currently underway. The Company believes that within the next twelve months uncertain tax positions may be resolved and statutes of limitations will expire, which could result in a decrease in the gross amount of unrecognized tax benefits of approximately $0 to $3,699 .
13. Equity Incentive Program
The Company typically makes its annual grants of equity awards pursuant to actions taken by the Compensation Committee of the Board of Directors at its regularly scheduled first quarter meeting. During the six months ended June 30, 2025, the Company issued stock-settled appreciation rights ("SARS") covering 283,082 shares, performance share awards ("PSAs") of 34,458 and restricted stock units ("RSUs") of 57,625 . During the six months ended June 30, 2024, the Company issued SARs covering 352,460 shares, PSAs of 42,876 and RSUs of 81,883 .
The Company uses the Black-Scholes option pricing model to determine the fair value of each SAR on the date of grant. Expected volatilities are based on Dover's stock price history, including implied volatilities from traded options on Dover stock. The Company uses historical data to estimate SAR exercise and employee termination patterns within the valuation model. The expected life of SARs granted is derived from the output of the option valuation model and represents the average period of time that SARs granted are expected to be outstanding. The interest rate for periods within the contractual life of the awards is based on the U.S. Treasury yield curve in effect at the time of grant.
The assumptions used in determining the fair value of the SARs awarded during the respective periods were as follows:
| SARs | |||||||||||
| 2025 | 2024 | ||||||||||
| Risk-free interest rate | % | % | |||||||||
| Dividend yield | % | % | |||||||||
| Expected life (years) | |||||||||||
| Volatility | % | % | |||||||||
Grant price | $ | $ | |||||||||
Fair value per share at date of grant | $ | $ | |||||||||
The PSAs granted in 2025 and 2024 vest based on the attainment of two equally weighted measures: (i) Dover’s performance relative to established internal metrics (performance condition) and (ii) Dover's performance relative to its peer group (companies listed under the S&P 500 Industrials sector; market condition).
The grant date fair value of the performance condition portion is determined using Dover’s closing stock price at the date of grant and the amount of expense recognized over the vesting period is subject to adjustment based on the expected attainment of the performance condition. The grant date fair value per share of the 2025 and 2024 PSAs' performance condition portion were $202.33 and $177.19 , respectively.
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
The grant date fair value of the 2025 and 2024 market condition portion is determined using the Monte Carlo simulation model. The amount of expense recognized over the vesting period is not subject to change based on future market conditions. The assumptions used in the Monte Carlo model to determine the fair value of the PSAs granted in the respective periods were as follows:
| PSAs | |||||||||||
| 2025 | 2024 | ||||||||||
| Risk-free interest rate | % | % | |||||||||
| Dividend yield | % | % | |||||||||
| Expected life (years) | |||||||||||
| Volatility | % | % | |||||||||
| Grant price | $ | $ | |||||||||
| Fair value per share at date of grant | $ | $ | |||||||||
The performance and vesting period for all 2025 and 2024 PSAs is three years
The Company also has granted RSUs, and the fair value of these awards was determined using Dover's closing stock price on the date of grant, which was $202.33 and $160.11 for RSUs granted in 2025 and 2024, respectively.
Stock-based compensation is reported within selling, general and administrative expenses in the condensed consolidated statements of earnings. The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Pre-tax stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
| Tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| Total stock-based compensation expense, net of tax | $ | $ | $ | $ | |||||||||||||||||||
For the three months and six months ended June 30, 2025, there was no 100 and $569 of expense. These expenses were included within stock-based compensation expense in the condensed consolidated statements of stockholders' equity. See Note 4 — Discontinued and Disposed Operations for further details.
14. Commitments and Contingent Liabilities
Litigation
A few of the Company’s subsidiaries are involved in legal proceedings relating to the cleanup of waste disposal sites identified under federal and state statutes which provide for the allocation of such costs among "potentially responsible parties." In each instance, the extent of the Company’s liability appears to be relatively insignificant in relation to the total projected expenditures and the number of other "potentially responsible parties" involved and is anticipated to be immaterial to the Company. In addition, a few of the Company’s subsidiaries are involved in ongoing remedial activities at certain current and former plant sites, in cooperation with regulatory agencies, and appropriate estimated liabilities have been established. At June 30, 2025 and December 31, 2024, these estimated liabilities for environmental and other matters, including private party claims for exposure to hazardous substances that are probable and estimable, were not significant.
The Company and some of its subsidiaries are also parties to a number of other legal proceedings incidental to their businesses. These proceedings primarily involve claims by private parties alleging injury arising out of use of the Company’s products, patent infringement, employment matters and commercial disputes. Management and legal counsel, at least quarterly, review the probable outcome of such proceedings, the costs and expenses reasonably expected to be incurred and currently accrued to-date and consider the availability and extent of insurance coverage.
The Company has estimated liabilities for these other legal matters that are probable and estimable, and at June 30, 2025 and December 31, 2024, these estimated liabilities were immaterial. While it is not possible at this time to predict the outcome of
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
these legal actions, in the opinion of management, based on the aforementioned reviews, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, could have a material effect on its financial position, results of operations, or cash flows.
See also Note 4 — Discontinued and Disposed Operations for details on litigation related to a discontinued operation.
Warranty Accruals
Estimated warranty program claims are provided for at the time of sale of the Company's products. Amounts provided for are based on historical costs and adjusted for new claims and are included within other accrued expenses and other liabilities in the condensed consolidated balance sheets. The changes in the carrying amount of product warranties through June 30, 2025 and 2024, were as follows:
| 2025 | 2024 | ||||||||||
| Balance at January 1 | $ | $ | |||||||||
| Provision for warranties | |||||||||||
| Settlements made | ( | ( | |||||||||
| Other adjustments, including acquisitions and currency translation | ( | ||||||||||
| Balance at, June 30 | $ | $ | |||||||||
15. Other Comprehensive Earnings
Amounts reclassified from accumulated other comprehensive earnings (loss) to earnings during the three and six months ended June 30, 2025 and 2024 were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Foreign currency translation: | |||||||||||||||||||||||
Reclassification of foreign currency translation losses to earnings | $ | $ | $ | $ | |||||||||||||||||||
| Tax benefit | |||||||||||||||||||||||
| Net of tax | $ | $ | $ | $ | |||||||||||||||||||
| Pension plans: | |||||||||||||||||||||||
Amortization of actuarial gain | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Amortization of prior service credits | ( | ( | ( | ( | |||||||||||||||||||
Settlement and curtailment costs(1) | ( | ( | |||||||||||||||||||||
| Total before tax | ( | ( | ( | ( | |||||||||||||||||||
Tax provision | |||||||||||||||||||||||
| Net of tax | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||
Net gain reclassified into earnings | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Tax provision | ( | ( | |||||||||||||||||||||
| Net of tax | $ | $ | ( | $ | $ | ( | |||||||||||||||||
(1) Included in (loss) earnings from discontinued operations, net in the condensed consolidated statement of earnings.
Foreign currency translation losses for the three and six months ended June 30, 2025 were recognized in other income, net within the condensed consolidated statements of earnings. Foreign currency translation losses for the six months ended June 30, 2024 were recognized in gain on dispositions within the condensed consolidated statements of earnings as a result of the disposition of De-Sta-Co.
The Company recognizes the amortization of net actuarial gains and losses and prior service costs and credits in other income, net within the condensed consolidated statements of earnings.
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
16. Segment Information
The Company categorizes its operating companies into five reportable segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies. The Company's businesses are structured around similar business models, go-to market strategies, manufacturing practices and product categories which increases management efficiency and better aligns Dover's operations with its strategic initiatives and capital allocation priorities, and provides greater transparency about performance. Operating segments are defined as the components of an enterprise for which separate financial information is available, that engage in business activities from which they may recognize revenues and incur expenses, and that are regularly evaluated by the entity's chief operating decision maker or decision-making group, which is composed of Dover's Group Executive Committee ("GEC"), in making resource allocation decisions and evaluating performance.
The five reportable segments are as follows:
•Engineered Products segment provides a wide range of equipment, components, software, solutions and services to the vehicle aftermarket, aerospace and defense, industrial winch and hoist, and fluid dispensing end-markets.
•Clean Energy & Fueling segment provides components, equipment, software solutions and services enabling safe and reliable storage, transport and dispensing of traditional and clean fuels (including liquefied natural gas, hydrogen, and electric vehicle charging), cryogenic gases, and other hazardous substances along the supply chain, and safe and efficient operation of convenience retail, retail fueling and vehicle wash establishments.
•Imaging & Identification segment supplies precision marking and coding, product traceability, brand protection and digital textile printing equipment, as well as related consumables, software and services to the global packaged and consumer goods, pharmaceutical, industrial manufacturing, textile and other end-markets.
•Pumps & Process Solutions segment manufactures specialty pumps and flow meters, fluid transfer connectors, highly engineered precision components, instruments and digital controls for rotating and reciprocating machines, polymer processing equipment, and measurement, inspection, and control technologies, serving single-use biopharmaceutical production, diversified industrial manufacturing applications, chemical production, plastics and polymer processing, midstream and downstream oil and gas, clean energy markets, thermal management, wire and cable, food and beverage, semiconductor production and medical applications and other end-markets.
•Climate & Sustainability Technologies segment is a provider of innovative and energy-efficient equipment, components, solutions, services and parts for the commercial refrigeration, heating and cooling and beverage can-making equipment end-markets.
Management uses segment earnings to evaluate segment performance and allocate resources. Segment earnings is defined as earnings before purchase accounting expenses, restructuring and other costs (benefits), (gain) loss on dispositions, corporate expenses/other, interest expense, interest income and provision for income taxes.
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
Segment financial information and a reconciliation of segment results to consolidated results were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Engineered Products | $ | $ | $ | $ | |||||||||||||||||||
| Clean Energy & Fueling | |||||||||||||||||||||||
| Imaging & Identification | |||||||||||||||||||||||
| Pumps & Process Solutions | |||||||||||||||||||||||
| Climate & Sustainability Technologies | |||||||||||||||||||||||
Total segment revenues | |||||||||||||||||||||||
| Intersegment eliminations | ( | ( | ( | ( | |||||||||||||||||||
| Total consolidated revenue | $ | $ | $ | $ | |||||||||||||||||||
Adjusted cost of goods and services:(1) | |||||||||||||||||||||||
| Engineered Products | $ | $ | $ | $ | |||||||||||||||||||
| Clean Energy & Fueling | |||||||||||||||||||||||
| Imaging & Identification | |||||||||||||||||||||||
| Pumps & Process Solutions | |||||||||||||||||||||||
| Climate & Sustainability Technologies | |||||||||||||||||||||||
Total adjusted segment cost of goods and services | $ | $ | $ | $ | |||||||||||||||||||
Adjusted selling, general and administrative expenses:(2) | |||||||||||||||||||||||
| Engineered Products | $ | $ | $ | $ | |||||||||||||||||||
| Clean Energy & Fueling | |||||||||||||||||||||||
| Imaging & Identification | |||||||||||||||||||||||
| Pumps & Process Solutions | |||||||||||||||||||||||
| Climate & Sustainability Technologies | |||||||||||||||||||||||
Total adjusted segment selling, general and administrative expenses | $ | $ | $ | $ | |||||||||||||||||||
| Earnings from continuing operations: | |||||||||||||||||||||||
Segment earnings: | |||||||||||||||||||||||
| Engineered Products | $ | $ | $ | $ | |||||||||||||||||||
| Clean Energy & Fueling | |||||||||||||||||||||||
| Imaging & Identification | |||||||||||||||||||||||
| Pumps & Process Solutions | |||||||||||||||||||||||
| Climate & Sustainability Technologies | |||||||||||||||||||||||
| Total segment earnings | |||||||||||||||||||||||
Purchase accounting expenses (3) | |||||||||||||||||||||||
Restructuring and other costs (4) | |||||||||||||||||||||||
(Gain) loss on dispositions (5) | ( | ( | ( | ||||||||||||||||||||
Corporate expense / other (6) | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Earnings before provision for income taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Earnings from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
(1) Adjusted cost of goods and services exclude expenses related to purchase accounting and restructuring and other costs.
(2) Adjusted selling, general and administrative expenses exclude expenses related to purchase accounting, restructuring and other costs, gain on dispositions and include other income, net.
(3) Purchase accounting expenses are primarily comprised of amortization of intangible assets.
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
(4) Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges. Restructuring and other costs consist of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Restructuring | $ | $ | $ | $ | |||||||||||||||||||
| Other costs, net | |||||||||||||||||||||||
| Restructuring and other costs | $ | $ | $ | $ | |||||||||||||||||||
(5) (Gain) loss on dispositions, including post-closing adjustments; see Note 4 — Discontinued and Disposed Operations for further details.
(6) 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 and IT overhead costs, deal-related expenses and various administrative expenses relating to the corporate headquarters.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Segment earnings margins: | |||||||||||||||||||||||
| Engineered Products | % | % | % | % | |||||||||||||||||||
| Clean Energy & Fueling | % | % | % | % | |||||||||||||||||||
| Imaging & Identification | % | % | % | % | |||||||||||||||||||
| Pumps & Process Solutions | % | % | % | % | |||||||||||||||||||
| Climate & Sustainability Technologies | % | % | % | % | |||||||||||||||||||
| Total segments | % | % | % | % | |||||||||||||||||||
| Depreciation and amortization: | |||||||||||||||||||||||
Other depreciation and amortization:(7) | |||||||||||||||||||||||
| Engineered Products | $ | $ | $ | $ | |||||||||||||||||||
| Clean Energy & Fueling | |||||||||||||||||||||||
| Imaging & Identification | |||||||||||||||||||||||
| Pumps & Process Solutions | |||||||||||||||||||||||
| Climate & Sustainability Technologies | |||||||||||||||||||||||
| Total other depreciation and amortization | |||||||||||||||||||||||
| Corporate depreciation and amortization | |||||||||||||||||||||||
| Depreciation and amortization included in purchase accounting expenses and restructuring and other | |||||||||||||||||||||||
| Consolidated depreciation and amortization total | $ | $ | $ | $ | |||||||||||||||||||
(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.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| Capital expenditures: | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Engineered Products | $ | $ | $ | $ | |||||||||||||||||||
| Clean Energy & Fueling | |||||||||||||||||||||||
| Imaging & Identification | |||||||||||||||||||||||
| Pumps & Process Solutions | |||||||||||||||||||||||
| Climate & Sustainability Technologies | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
Total capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
Selected financial information by segment (continued):
Total assets: | June 30, 2025 | December 31, 2024 | |||||||||
Engineered Products | $ | $ | |||||||||
Clean Energy & Fueling | |||||||||||
| Imaging & Identification | |||||||||||
Pumps & Process Solutions | |||||||||||
| Climate & Sustainability Technologies | |||||||||||
Corporate (8) | |||||||||||
| Total assets | $ | $ | |||||||||
The following table presents revenue disaggregated by geography based on the location of the Company's customers:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| Revenue by geography | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Asia | |||||||||||||||||||||||
| Other Americas | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
For the three and six months ended June 30, 2025 and 2024, the U.S. was the largest geographical market for revenue for the Engineered Products, Clean Energy & Fueling, Pumps & Process Solutions, and Climate & Sustainability Technologies segments, and Europe was the largest market for the Imaging & Identification segment.
17. Stockholders' Equity
Share Repurchases
In August 2023, the Company's Board of Directors approved a new standing share repurchase authorization whereby the Company may repurchase up to 20 million shares beginning on January 1, 2024 through December 31, 2026.
On February 29, 2024, the Company entered into a $500,000 accelerated share repurchase agreement (the "ASR Agreement") with Citibank, N.A. ("Citibank") to repurchase its shares in an accelerated share repurchase program (the "ASR Program"). Shares repurchased under the ASR Program are classified as equity, initially recorded at fair value with no subsequent remeasurement. The Company conducted the ASR Program under the current share repurchase authorization. The Company funded the ASR Program with net proceeds from commercial paper.
Under the terms of the ASR Agreement, the Company paid Citibank $500,000 on March 1, 2024 and on that date received initial delivery of 2,569,839 shares, representing a substantial majority of the shares expected to be retired over the course of the ASR Agreement. In July 2024, Citibank delivered 299,443 additional shares which completed the ASR Program totaling 2,869,282 repurchased shares. The total number of shares ultimately repurchased under the ASR Agreement was based on the volume-weighted average share price of Dover's common stock during the calculation period of the ASR Program, less a discount, which was $174.26 over the term of the ASR Program.
In the three months ended June 30, 2025, there were no share repurchases. In the six months ended June 30, 2025, the Company repurchased 200,000 shares at a total cost of $40,700 , or $203.50 per share. Exclusive of the ASR Program, there were no
As of June 30, 2025, 16,930,718 shares remain authorized for repurchase under the August 2023 share repurchase authorization.
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
18. Earnings per Share
The following table sets forth a reconciliation of the information used in computing basic and diluted earnings per share:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Earnings from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| (Loss) earnings from discontinued operations, net | ( | ( | |||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Basic earnings per common share: | |||||||||||||||||||||||
| Earnings from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| (Loss) earnings from discontinued operations, net | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Diluted earnings per common share: | |||||||||||||||||||||||
| Earnings from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| (Loss) earnings from discontinued operations, net | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
The following table is a reconciliation of the share amounts used in computing earnings per share:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Weighted average shares outstanding - basic | |||||||||||||||||||||||
| Dilutive effect of assumed exercise of SARs and vesting of performance shares and RSUs | |||||||||||||||||||||||
| Weighted average shares outstanding - diluted | |||||||||||||||||||||||
Diluted earnings per share amounts are computed using the weighted average number of common shares outstanding and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of SARs and vesting of performance shares and RSUs, as determined using the treasury stock method.
19. Recent Accounting Pronouncements
Recently Issued Accounting Standards
In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required in an entity’s income tax rate reconciliation table and requires disclosure of income taxes paid both in U.S. and foreign jurisdictions. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Expense Disaggregation Disclosures, which expands disclosures of specific expense categories at interim and annual reporting periods. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.
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DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
Recently Adopted Accounting Standard
In September 2022, the FASB issued ASU No. 2022-04 Liabilities-Supplier Finance Programs ("SCF") (Topic 405-50): Disclosure of Supplier Finance Program Obligations. The amendments in this update require a buyer in a supplier finance program to disclose information about the program's nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted the guidance when it became effective on January 1, 2023, except for the rollforward requirement, which was adopted when it became effective January 1, 2024. The adoption did not have a material impact on the Company's condensed consolidated financial statements.
Outstanding payments related to the SCF program are recorded within accounts payable in our condensed consolidated balance sheets. Amounts due to the SCF financial institutions as of June 30, 2025 and December 31, 2024 were approximately $127,498 and $156,973 respectively.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Refer to the section below entitled "Special Note Regarding Forward-Looking Statements" for a discussion of factors that could cause our actual results to differ from the forward-looking statements contained below and throughout this quarterly report.
Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), we refer to measures used by management to evaluate performance, including a number of financial measures that are not defined under accounting principles generally accepted in the United States of America ("GAAP"). Please see "Non-GAAP Disclosures" at the end of this Item 2 for further detail on these financial measures. We believe these measures provide investors with important information that is useful in understanding our business results and trends. Reconciliations within this MD&A provide more details on the use and derivation of these measures.
OVERVIEW
Dover is a diversified global manufacturer and solutions provider delivering 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. The Company's entrepreneurial business model encourages, promotes and fosters deep customer engagement and collaboration, which has led to Dover's well-established and valued reputation for providing superior customer service and industry-leading product innovation. Unless the context indicates otherwise, references herein to "Dover," "the Company," and words such as "we," "us," or "our" include Dover Corporation and its consolidated subsidiaries.
Dover's five operating segments are as follows:
•Our Engineered Products segment provides a wide range of equipment, components, software, solutions and services to the vehicle aftermarket, aerospace and defense, industrial winch and hoist, and fluid dispensing end-markets.
•Our Clean Energy & Fueling segment provides components, equipment, software solutions and services enabling safe and reliable storage, transport and dispensing of traditional and clean fuels (including liquefied natural gas, hydrogen, and electric vehicle charging), cryogenic gases, and other hazardous substances along the supply chain, and safe and efficient operation of convenience retail, retail fueling and vehicle wash establishments.
•Our Imaging & Identification segment supplies precision marking and coding, product traceability, brand protection and digital textile printing equipment, as well as related consumables, software and services to the global packaged and consumer goods, pharmaceutical, industrial manufacturing, textile and other end-markets.
•Our Pumps & Process Solutions segment manufactures specialty pumps and flow meters, fluid transfer connectors, highly engineered precision components, instruments and digital controls for rotating and reciprocating machines, polymer processing equipment, and measurement, inspection, and control technologies, serving single-use biopharmaceutical production, diversified industrial manufacturing applications, chemical production, plastics and polymer processing, midstream and downstream oil and gas, clean energy markets, thermal management, wire and cable, food and beverage, semiconductor production and medical applications and other end-markets.
•Our Climate & Sustainability Technologies segment is a provider of innovative and energy-efficient equipment, components, solutions, services and parts for the commercial refrigeration, heating and cooling and beverage can-making equipment end-markets.
In the second quarter of 2025, revenue was $2.0 billion, which increased $100.8 million, or 5.2%, as compared to the second quarter of 2024. This increase was driven by acquisition-related revenue growth of 3.0%, a favorable impact from foreign currency translation of 1.3% and organic revenue growth of 0.9%. The acquisition-related growth was driven by our acquisitions in the Clean Energy & Fueling and Pumps & Process Solutions segments.
The 0.9% organic revenue growth for the second quarter of 2025 was driven by our Clean Energy & Fueling and Pumps & Process Solutions segments which grew 8.0% and 3.9%, respectively. The growth was partially offset by the Climate & Sustainability Technologies and Engineered Products segments which declined 5.6% and 5.1%, respectively. For further information, see "Segment Results of Operations" within this Item 2.
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From a geographic perspective, organic revenue for the U.S., our largest market, increased 3.9% in the second quarter of 2025 compared to the prior year comparable quarter, driven by increased organic revenue in the Clean Energy & Fueling and Pumps & Process Solutions segments. Organic revenue increased for Europe by 0.2%, and decreased for Other Americas and Asia by 19.3%, and 0.6%, respectively.
Bookings were $2.0 billion for the three months ended June 30, 2025, an increase of $131.2 million or 7.0% compared to the prior year comparable quarter. The bookings growth was primarily driven by strong bookings in the Clean Energy & Fueling and Pumps & Process Solutions segments.
Restructuring and other costs for the three months ended June 30, 2025 were $23.2 million, which included restructuring charges of $13.5 million and other costs of $9.7 million. Restructuring and other costs were primarily related to exit costs and headcount reductions in the Climate & Sustainability Technologies, Clean Energy & Fueling, and Pumps & Process Solutions and segments. For further discussion related to our restructuring and other costs, see "Restructuring and Other Costs (Benefits)," within this Item 2.
During the three months ended June 30, 2025, the Company completed two business acquisitions for approximately $629.6 million, subject to post-closing adjustments. See Note 3 — Acquisitions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.
CONSOLIDATED RESULTS OF OPERATIONS
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (dollars in thousands, except per share figures) | 2025 | 2024 | % / Point Change | 2025 | 2024 | % / Point Change | |||||||||||||||||||||||||||||
| Revenue | $ | 2,049,592 | $ | 1,948,782 | 5.2 | % | $ | 3,915,651 | $ | 3,832,501 | 2.2 | % | |||||||||||||||||||||||
| Cost of goods and services | 1,231,330 | 1,196,259 | 2.9 | % | 2,351,889 | 2,382,791 | (1.3) | % | |||||||||||||||||||||||||||
| Gross profit | 818,262 | 752,523 | 8.7 | % | 1,563,762 | 1,449,710 | 7.9 | % | |||||||||||||||||||||||||||
| Gross profit margin | 39.9 | % | 38.6 | % | 1.3 | 39.9 | % | 37.8 | % | 2.1 | |||||||||||||||||||||||||
| Selling, general and administrative expenses | 463,665 | 429,055 | 8.1 | % | 912,856 | 872,036 | 4.7 | % | |||||||||||||||||||||||||||
| Selling, general and administrative expenses as a percent of revenue | 22.6 | % | 22.0 | % | 0.6 | 23.3 | % | 22.8 | % | 0.5 | |||||||||||||||||||||||||
| Operating earnings | 354,597 | 323,468 | 9.6 | % | 650,906 | 577,674 | 12.7 | % | |||||||||||||||||||||||||||
| Interest expense | 26,791 | 32,374 | (17.2) | % | 54,399 | 68,739 | (20.9) | % | |||||||||||||||||||||||||||
| Interest income | (17,935) | (4,081) | 339.5 | % | (38,189) | (8,837) | 332.1 | % | |||||||||||||||||||||||||||
(Gain) loss on dispositions | (2,176) | 663 | nm* | (4,644) | (529,280) | nm* | |||||||||||||||||||||||||||||
| Other income, net | (4,180) | (12,845) | nm* | (8,138) | (19,984) | nm* | |||||||||||||||||||||||||||||
| Earnings before provision for income taxes | 352,097 | 307,357 | 14.6 | % | 647,478 | 1,067,036 | (39.3) | % | |||||||||||||||||||||||||||
| Provision for income taxes | 71,967 | 60,770 | 18.4 | % | 128,107 | 218,347 | (41.3) | % | |||||||||||||||||||||||||||
| Effective tax rate | 20.4 | % | 19.8 | % | 0.6 | 19.8 | % | 20.5 | % | (0.7) | |||||||||||||||||||||||||
| Earnings from continuing operations | 280,130 | 246,587 | 13.6 | % | $ | 519,371 | $ | 848,689 | (38.8) | % | |||||||||||||||||||||||||
(Loss) earnings from discontinued operations, net | (1,066) | 35,235 | nm* | (9,486) | 65,354 | nm* | |||||||||||||||||||||||||||||
| Net earnings | $ | 279,064 | $ | 281,822 | (1.0) | % | $ | 509,885 | $ | 914,043 | (44.2) | % | |||||||||||||||||||||||
Earnings per common share from continuing operations - diluted | $ | 2.03 | $ | 1.78 | 14.0 | % | $ | 3.76 | $ | 6.10 | (38.4) | % | |||||||||||||||||||||||
* nm - not meaningful
Revenue
Revenue for the three months ended June 30, 2025 increased $100.8 million, or 5.2%, from the prior year comparable quarter. The increase in revenue was driven by acquisition-related growth of 3.0%, primarily in our Clean Energy & Fueling and Pumps & Process Solutions segments, a favorable impact from foreign currency translation of 1.3% and organic revenue growth of 0.9%. Customer pricing favorably impacted revenue by approximately 1.9% in the second quarter of 2025 and by 1.7% in the prior year comparable quarter.
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Revenue for the six months ended June 30, 2025 increased $83.2 million, or 2.2%, from the prior year comparable period. The increase in revenue was driven by acquisition-related growth of 2.7%, primarily in our Clean Energy & Fueling and Pumps & Process Solutions segments, organic revenue growth of 0.7% and a favorable impact from foreign currency translation of 0.1%. This increase was partially offset by a disposition-related decline of 1.3%. Customer pricing favorably impacted revenue by approximately 1.6% for the six months ended June 30, 2025 and 2024.
Gross Profit
Gross profit for the three months ended June 30, 2025 increased $65.7 million, or 8.7%, and gross profit margin increased 130 basis points to 39.9%, versus the prior year comparable quarter. The gross profit margin increase was driven by productivity initiatives, favorable portfolio mix, and benefits from restructuring actions.
Gross profit for the six months ended June 30, 2025 increased $114.1 million, or 7.9%, and gross profit margin increased by 210 basis points to 39.9%, from the prior year comparable period. Gross profit margin increased driven by productivity initiatives, favorable portfolio mix, and benefits from restructuring actions.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended June 30, 2025 increased $34.6 million, or 8.1%, from the prior year comparable quarter, primarily due to increases in employee compensation and benefits, acquisition-related amortization expense, and an unfavorable impact from foreign currency translation. As a percentage of revenue, selling, general and administrative expenses increased 60 basis points as compared to the prior year comparable quarter to 22.6%.
Selling, general and administrative expenses for the six months ended June 30, 2025 increased $40.8 million, or 4.7%, from the prior year comparable period, primarily driven by increased employee compensation and benefits and acquisition-related amortization costs, partially offset by lower restructuring costs. Selling, general and administrative expenses as a percentage of revenue increased 50 basis points as compared to the prior year comparable period to 23.3%.
Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to $40.8 million and $36.4 million for the three months ended June 30, 2025 and 2024, and $78.3 million and $72.5 million, for the six months ended June 30, 2025 and 2024. The costs as a percentage of revenue is 2.0% for both the three and six months ended June 30, 2025 and 1.9% for both the three and six months ended June 30, 2024.
Non-Operating Items
Interest Expense, net
For the three and six months ended June 30, 2025, interest expense, net of interest income, decreased $19.4 million, or 68.7%, to $8.9 million and $43.7 million or 72.9%, to $16.2 million, respectively compared to the prior year comparable period. The decreases were primarily due to higher interest income generated by the investment of proceeds from the sale of ESG held in highly liquid short-term investments and reduced interest expense resulting from a lack of commercial paper borrowings.
Gain on Dispositions
Gain on dispositions amounted to $2.2 million and $4.6 million for the three and six months June 30, 2025 and a loss of $0.7 million and a gain of $529.3 million for the three and six months ended June 30, 2024, respectively. The 2024 gain on disposition was driven by the sale of the De-Sta-Co business on March 31, 2024. See Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for additional details.
Income Taxes
The effective tax rates for the three months ended June 30, 2025 and 2024 were 20.4% and 19.8%, respectively. The increase in the effective tax rate for the three months ended June 30, 2025 relative to the prior year comparable quarter was primarily driven by a prior year valuation allowance release.
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The effective tax rates for the six months ended June 30, 2025 and 2024 were 19.8% and 20.5%, respectively. The decrease in the effective tax rate for the six months ended June 30, 2025 relative to the prior year comparable quarter was primarily driven by a gain on disposition in the prior year.
On July 4, 2025, the One Big Beautiful Bill was enacted into law, introducing changes to the U.S. tax code. The Company is currently evaluating the various provisions, but does not expect this to have a material impact on our effective tax rate.
The Company is continuing to monitor the changes in tax laws resulting from the Organization for Economic Cooperation and Development’s multi-jurisdictional plan of action to address base erosion and profit shifting. We do not expect this to have a material impact on our effective tax rate.
See Note 12 — Income Taxes in the condensed consolidated financial statements in Item 1 of this Form 10-Q for additional details.
Earnings from Continuing Operations
Earnings from continuing operations for the three months ended June 30, 2025 increased 13.6% to $280.1 million, or $2.03 diluted earnings per share from continuing operations, from $246.6 million, or $1.78 diluted earnings per share from continuing operations, in the prior year comparable quarter. The increase in earnings from continuing operations is primarily driven by acquisition-related and organic revenue growth primarily in our Clean Energy & Fueling and Pumps & Process Solutions segments and higher margin resulting from favorable mix, productivity initiatives and benefits from restructuring actions.
Earnings from continuing operations for the six months ended June 30, 2025 decreased 38.8% to $519.4 million, or $3.76 diluted earnings per share from continuing operations, from $848.7 million, or $6.10 diluted earnings per share from continuing operations, in the prior year comparable period. The decrease in earnings from continuing operations is primarily due to the after-tax gain on disposition of De-Sta-Co of $414.5 million in the prior year, partially offset by higher operating earnings in the current period.
Discontinued Operations
Loss from discontinued operations, net for the three and six months ended June 30, 2025 amounted to $1.1 million and $9.5 million, respectively. Earnings from discontinued operations, net for the three and six months ended June 30, 2024 amounted to $35.2 million and $65.4 million, respectively. The Company completed the sale of ESG on October 8, 2024. See Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for additional details.
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SEGMENT RESULTS OF OPERATIONS
The summary that follows provides a discussion of the results of operations of each of our five reportable operating segments (Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies). Each of these segments is comprised of various product and service offerings that serve multiple markets. We evaluate our operating segment performance based on segment earnings as defined in Note 16 — Segment Information in the condensed consolidated financial statements in Item 1 of this Form 10-Q.
We report organic revenue growth, which excludes the impact of foreign currency exchange rates and the impact of acquisitions and divestitures. See "Non-GAAP Disclosures" at the end of this Item 2.
Additionally, we use the following 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:
•Bookings represent total orders received from customers in the current reporting period and exclude de-bookings related to orders received in prior periods, if any. This metric is an important measure of performance and an indicator of order trends.
•Book-to-bill is a ratio of the amount of bookings received from customers during a period divided by the amount of revenue recorded during that same period. This metric is a useful indicator of demand.
Engineered Products
Our Engineered Products segment provides a wide range of equipment, components, software, solutions and services to the vehicle aftermarket, aerospace and defense, industrial winch and hoist, and fluid dispensing end-markets.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | % Change | 2025 | 2024 | % Change | ||||||||||||||||||||||||||||||||
| Revenue | $ | 275,944 | $ | 285,297 | (3.3) | % | $ | 530,590 | $ | 618,117 | (14.2) | % | ||||||||||||||||||||||||||
| Segment earnings | $ | 53,511 | $ | 52,095 | 2.7 | % | $ | 97,625 | $ | 114,627 | (14.8) | % | ||||||||||||||||||||||||||
Segment earnings margin | 19.4 % | 18.3 % | 18.4 % | 18.5 % | ||||||||||||||||||||||||||||||||||
| Operational metrics: | ||||||||||||||||||||||||||||||||||||||
| Bookings | $ | 276,571 | $ | 280,542 | (1.4) | % | $ | 541,109 | $ | 610,467 | (11.4) | % | ||||||||||||||||||||||||||
Components of revenue decline: | ||||||||||||||||||||||||||||||||||||||
Organic decline | (5.1) | % | (6.7) | % | ||||||||||||||||||||||||||||||||||
| Acquisitions | 0.7 | % | 0.6 | % | ||||||||||||||||||||||||||||||||||
| Dispositions | — | % | (8.3) | % | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | 1.1 | % | 0.2 | % | ||||||||||||||||||||||||||||||||||
Total revenue decline | (3.3) | % | (14.2) | % | ||||||||||||||||||||||||||||||||||
Second Quarter 2025 Compared to the Second Quarter 2024
Engineered Products revenue for the second quarter of 2025 decreased $9.4 million, or 3.3%, as compared to the second quarter of 2024, due to organic decline of 5.1%, partially offset by a favorable impact from foreign currency translation of 1.1% and acquisition-related growth of 0.7%. Acquisition-related growth was driven by the acquisition of Criteria Labs, Inc. in the third quarter of 2024. Customer pricing favorably impacted revenue by approximately 3.0% in the second quarter of 2025 and 0.3% in the prior year comparable quarter.
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The organic revenue decline was primarily due to lower volumes in our vehicle service business, partially offset by pricing actions and favorable demand trends in our industrial winch and hoist businesses. We expect continued sequential performance improvement and organic growth in the second half of the year due to solid demand trends in several of our key end markets, most notably in our aerospace and defense business, as well as improving dynamics in vehicle service business demand.
Engineered Products segment earnings increased $1.4 million, or 2.7%, compared to the second quarter of 2024. The increase was primarily driven by favorable price versus cost dynamics and benefits from restructuring actions, partially offset by the negative impact from lower volumes in vehicle service. Segment earnings margin increased to 19.4% from 18.3% as compared to the prior year comparable quarter.
Overall bookings decreased 1.4% as compared to the prior year comparable quarter. The bookings decline was due to reduced demand in our vehicle service business, partially offset by strength in aerospace and defense. Segment book-to-bill was 1.00.
Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Engineered Products revenue for the six months ended June 30, 2025 decreased $87.5 million, or 14.2%, compared to the prior year comparable period. This was comprised of a disposition-related decline of 8.3% and an organic revenue decline of 6.7%, partially offset by acquisition-related growth of 0.6% and a favorable impact from foreign currency translation of 0.2%. The organic revenue decline was primarily due to lower volumes in our vehicle service business. Customer pricing favorably impacted revenue by approximately 2.1% and by 0.6% in the prior year comparable period.
Segment earnings for the six months ended June 30, 2025 decreased $17.0 million, or 14.8%, as compared to the 2024 comparable period. The decrease was primarily due to the divestiture of De-Sta-Co and lower volumes in vehicle service, partially offset by favorable price versus cost dynamics and the benefit of restructuring actions. Segment earnings margin decreased to 18.4% from 18.5% as compared to the prior year comparable period.
Clean Energy & Fueling
Our Clean Energy & Fueling segment provides components, equipment, software solutions and services enabling safe and reliable storage, transport and dispensing of traditional and clean fuels (including liquefied natural gas, hydrogen, and electric vehicle charging), cryogenic gases, and other hazardous substances along the supply chain, and safe and efficient operation of convenience retail, retail fueling and vehicle wash establishments.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | % Change | 2025 | 2024 | % Change | ||||||||||||||||||||||||||||||||
| Revenue | $ | 546,097 | $ | 463,014 | 17.9 | % | $ | 1,037,245 | $ | 908,067 | 14.2 | % | ||||||||||||||||||||||||||
| Segment earnings | $ | 107,771 | $ | 87,536 | 23.1 | % | $ | 193,415 | $ | 157,211 | 23.0 | % | ||||||||||||||||||||||||||
Segment earnings margin | 19.7 % | 18.9 % | 18.6 % | 17.3 % | ||||||||||||||||||||||||||||||||||
| Operational metrics: | ||||||||||||||||||||||||||||||||||||||
| Bookings | $ | 526,819 | $ | 442,086 | 19.2 | % | $ | 1,070,678 | $ | 913,696 | 17.2 | % | ||||||||||||||||||||||||||
Components of revenue growth: | ||||||||||||||||||||||||||||||||||||||
Organic growth | 8.0 | % | 5.0 | % | ||||||||||||||||||||||||||||||||||
| Acquisitions | 9.1 | % | 9.2 | % | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | 0.8 | % | — | % | ||||||||||||||||||||||||||||||||||
Total revenue growth | 17.9 | % | 14.2 | % | ||||||||||||||||||||||||||||||||||
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Second Quarter 2025 Compared to the Second Quarter 2024
Clean Energy & Fueling revenue for the second quarter of 2025 increased $83.1 million, or 17.9%, as compared to the second quarter of 2024, driven by acquisition-related growth of 9.1%, organic growth of 8.0% and a favorable foreign currency translation impact of 0.8%. Acquisition-related growth was primarily driven by the acquisition of Marshall Excelsior Company in the third quarter of 2024. Customer pricing favorably impacted revenue in the second quarter of 2025 by approximately 1.7% and by 3.2% in the prior year comparable quarter.
The organic revenue growth was primarily driven by pricing actions and favorable demand trends in our above and below-ground retail fueling, fluid transport, and clean energy components businesses. We expect demand conditions to remain constructive across end markets in the second half of the year.
Clean Energy & Fueling segment earnings increased $20.2 million, or 23.1%, over the prior year comparable quarter. The increase was primarily driven by higher volumes, pricing, the favorable impact from acquisitions and benefits from restructuring actions, partially offset by inflationary costs. Segment earnings margin increased to 19.7% from 18.9% as compared to prior year comparable quarter.
Overall bookings increased 19.2% as compared to the prior year comparable quarter. The bookings growth was primarily driven by acquisition-related growth in clean energy platforms and demand in North America above and below-ground retail fueling equipment. Segment book-to-bill was 0.96.
Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Clean Energy & Fueling segment revenue increased $129.2 million, or 14.2%, as compared to the six months ended June 30, 2024, attributable to acquisition-related growth of 9.2% and organic growth of 5.0%. Organic revenue growth was driven by pricing actions and strong demand in our above and below-ground retail fueling, fluid transport, and clean energy components businesses. Customer pricing favorably impacted revenue by approximately 1.5% and by approximately 3.0% in the prior year comparable period.
Clean Energy & Fueling segment earnings increased $36.2 million or 23.0%, for the six months ended June 30, 2025. The increase was primarily driven by volume growth, pricing, the favorable impact from acquisitions and benefits from restructuring actions, partially offset by inflationary costs. Segment earnings margin increased to 18.6% from 17.3% in the prior year comparable period.
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Imaging & Identification
Our Imaging & Identification segment supplies precision marking and coding, product traceability, brand protection and digital textile printing equipment, as well as related consumables, software and services to the global packaged and consumer goods, pharmaceutical, industrial manufacturing, textile and other end-markets.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | % Change | 2025 | 2024 | % Change | ||||||||||||||||||||||||||||||||
| Revenue | $ | 292,009 | $ | 287,593 | 1.5 | % | $ | 572,099 | $ | 564,399 | 1.4 | % | ||||||||||||||||||||||||||
| Segment earnings | $ | 76,937 | $ | 75,786 | 1.5 | % | $ | 154,512 | $ | 145,745 | 6.0 | % | ||||||||||||||||||||||||||
Segment earnings margin | 26.3 % | 26.4 % | 27.0 % | 25.8 % | ||||||||||||||||||||||||||||||||||
| Operational metrics: | ||||||||||||||||||||||||||||||||||||||
| Bookings | $ | 292,092 | $ | 288,641 | 1.2 | % | $ | 580,261 | $ | 567,074 | 2.3 | % | ||||||||||||||||||||||||||
Components of revenue growth: | ||||||||||||||||||||||||||||||||||||||
Organic growth | — | % | 1.9 | % | ||||||||||||||||||||||||||||||||||
| Acquisitions | — | % | 0.1 | % | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | 1.5 | % | (0.6) | % | ||||||||||||||||||||||||||||||||||
Total revenue growth | 1.5 | % | 1.4 | % | ||||||||||||||||||||||||||||||||||
Second Quarter 2025 Compared to the Second Quarter 2024
Imaging & Identification revenue for the second quarter of 2025 increased $4.4 million, or 1.5%, as compared to the second quarter of 2024, driven by a favorable impact from foreign currency translation of 1.5% with organic revenue remaining flat. Customer pricing favorably impacted revenue in the second quarter of 2025 by approximately 4.1% and by approximately 2.8% in the prior year comparable quarter.
Organic revenue remained flat as growth in core marking and coding was offset by lower demand in digital textile printing. We expect revenue growth in the second half of the year driven by pricing and increased demand in our marking and coding business, as well as in serialization software.
Imaging & Identification segment earnings increased $1.2 million, or 1.5%, over the prior year comparable quarter. The increase was primarily driven by favorable price versus cost dynamics and productivity initiatives, partially offset by reduced volumes. Segment earnings margin decreased to 26.3% from 26.4% in the prior year comparable quarter.
Overall bookings increased 1.2% as compared to the prior year comparable quarter. The bookings growth was primarily driven by our marking and coding and serialization software businesses. Segment book-to-bill was 1.00.
Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Imaging & Identification segment revenue increased $7.7 million, or 1.4%, as compared to the six months ended June 30, 2024, attributable to organic growth of 1.9% and acquisition-related growth of 0.1%, partially offset by an unfavorable impact from foreign currency translation of 0.6%. The organic revenue growth was primarily driven by pricing actions and increased demand increased demand for core marking and coding equipment, partially offset by reduced demand in digital textile printing. Customer pricing favorably impacted revenue by approximately 3.2% in the first half of 2025 and in the prior year comparable period.
Imaging & Identification segment earnings increased $8.8 million, or 6.0%, for the six months ended June 30, 2025 over the prior year comparable period. The increase was primarily driven by favorable price versus cost dynamics and productivity initiatives. Segment earnings margin increased to 27.0% from 25.8% in the prior year comparable period.
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Pumps & Process Solutions
Our Pumps & Process Solutions segment manufactures specialty pumps and flow meters, fluid transfer connectors, highly engineered precision components, instruments and digital controls for rotating and reciprocating machines, polymer processing equipment, and measurement, inspection, and control technologies, serving single-use biopharmaceutical production, diversified industrial manufacturing applications, chemical production, plastics and polymer processing, midstream and downstream oil and gas, clean energy markets, thermal management, wire and cable, food and beverage, semiconductor production and medical applications and other end-markets.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | % Change | 2025 | 2024 | % Change | ||||||||||||||||||||||||||||||||
| Revenue | $ | 520,554 | $ | 477,239 | 9.1 | % | $ | 1,014,127 | $ | 942,968 | 7.5 | % | ||||||||||||||||||||||||||
| Segment earnings | $ | 159,504 | $ | 137,217 | 16.2 | % | $ | 310,779 | $ | 255,954 | 21.4 | % | ||||||||||||||||||||||||||
Segment earnings margin | 30.6 % | 28.8 % | 30.6 % | 27.1 % | ||||||||||||||||||||||||||||||||||
| Operational metrics: | ||||||||||||||||||||||||||||||||||||||
| Bookings | $ | 530,158 | $ | 461,426 | 14.9 | % | $ | 1,029,445 | $ | 935,058 | 10.1 | % | ||||||||||||||||||||||||||
Components of revenue growth: | ||||||||||||||||||||||||||||||||||||||
Organic growth | 3.9 | % | 5.2 | % | ||||||||||||||||||||||||||||||||||
| Acquisitions | 2.8 | % | 1.6 | % | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | 2.4 | % | 0.7 | % | ||||||||||||||||||||||||||||||||||
Total revenue growth | 9.1 | % | 7.5 | % | ||||||||||||||||||||||||||||||||||
Second Quarter 2025 Compared to the Second Quarter 2024
Pumps & Process Solutions revenue for the second quarter of 2025 increased $43.3 million, or 9.1%, as compared to the second quarter of 2024, driven by organic growth of 3.9%, acquisition-related growth of 2.8% and a favorable impact from foreign currency translation of 2.4%. Acquisition-related growth was driven by the acquisitions of Cryogenic Machinery Corp. ("Cryo-Mach") in the first quarter of 2025 and Sikora AG ("Sikora") in the second quarter of 2025. Customer pricing favorably impacted revenue in the second quarter of 2025 by approximately 1.7% and by approximately 1.8% in the prior year comparable quarter.
The organic revenue growth was primarily driven by robust demand for single-use biopharma components, thermal connectors used in liquid cooling of data centers, and digital controls for midstream natural gas compression, as well as solid performance in industrial pumps, partially offset by anticipated revenue declines in our plastics and polymer processing solutions business as customers shift focus to optimizing the significant capacity investments made over the last several years. We expect continued growth in the second half of the year supported by demand trends in several of our businesses and an improving outlook in polymer processing equipment.
Pumps & Process Solutions segment earnings increased $22.3 million, or 16.2%, over the prior year comparable quarter. The increase was driven by the favorable impact from higher volumes, productivity initiatives, favorable portfolio mix and the impact from acquisitions. Segment earnings margin increased to 30.6% from 28.8% in the prior year comparable quarter.
Overall bookings increased 14.9% as compared to the prior year comparable quarter. The bookings growth was primarily driven by positive demand trends in biopharmaceutical end market and growth in high performance computing and data center application demand. Segment book-to-bill was 1.02.
Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Pumps & Process Solutions segment revenue increased $71.2 million, or 7.5%, as compared to the six months ended June 30, 2024, attributable to organic growth of 5.2%, acquisition-related growth of 1.6% for the acquisitions of Cryo-Mach and Sikora AG, and a favorable impact from foreign currency translation of 0.7%.
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The organic growth was primarily driven by single-use biopharma components, thermal connectors used in liquid cooling of data centers, and digital controls for midstream natural gas compression, together with solid performance in precision components and industrial pumps, partially offset by expected declines in our polymer processing equipment business. Customer pricing favorably impacted revenue by approximately 1.5% and by approximately 1.6% in the prior year comparable period.
Pumps & Process Solutions segment earnings increased $54.8 million, or 21.4%, for the six months ended June 30, 2025 over the prior year comparable period. The increase was driven by the impact of higher volumes, favorable portfolio mix, the impact from acquisitions and productivity initiatives. Segment earnings margin increased to 30.6% from 27.1% from the prior year comparable period.
Climate & Sustainability Technologies
Our Climate & Sustainability Technologies segment is a provider of innovative and energy-efficient equipment, components, solutions, services and parts for the commercial refrigeration, heating and cooling and beverage can-making equipment end-markets.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | % Change | 2025 | 2024 | % Change | ||||||||||||||||||||||||||||||||
| Revenue | $ | 416,151 | $ | 436,706 | (4.7) | % | $ | 764,039 | $ | 800,998 | (4.6) | % | ||||||||||||||||||||||||||
| Segment earnings | $ | 77,262 | $ | 79,127 | (2.4) | % | $ | 129,381 | $ | 129,886 | (0.4) | % | ||||||||||||||||||||||||||
Segment earnings margin | 18.6 % | 18.1 % | 16.9 % | 16.2 % | ||||||||||||||||||||||||||||||||||
| Operational metrics: | ||||||||||||||||||||||||||||||||||||||
| Bookings | $ | 384,246 | $ | 406,269 | (5.4) | % | $ | 779,869 | $ | 859,355 | (9.2) | % | ||||||||||||||||||||||||||
Components of revenue decline: | ||||||||||||||||||||||||||||||||||||||
Organic decline | (5.6) | % | (4.8) | % | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | 0.9 | % | 0.2 | % | ||||||||||||||||||||||||||||||||||
Total revenue decline | (4.7) | % | (4.6) | % | ||||||||||||||||||||||||||||||||||
Second Quarter 2025 Compared to the Second Quarter 2024
Climate & Sustainability Technologies revenue decreased $20.6 million, or 4.7%, as compared to the second quarter of 2024, due to an organic revenue decline of 5.6%, partially offset by a favorable impact from foreign currency translation of 0.9%. Customer pricing favorably impacted revenue in the second quarter of 2025 by approximately 0.2% and by approximately 0.3% in the prior year comparable quarter.
The organic revenue decline was primarily due to project timing in retail refrigeration, partially offset by continued strong demand for low-GWP CO2 refrigerant systems, and improving demand in beverage can-making and across heat exchanger applications. We expect improvement as we move through 2025, as solid demand in CO2 refrigerant systems continues, demand for heat exchangers in data center cooling applications accelerates, and demand headwinds in both beverage can-making equipment and European residential heat pumps abate.
Climate & Sustainability Technologies segment earnings decreased $1.9 million, or 2.4%, as compared to the second quarter of 2024. The segment earnings decrease was primarily due to the unfavorable impact from lower volumes, partially offset by productivity initiatives and the favorable mix impact from CO2 refrigerant systems growth in retail refrigeration. Segment earnings margin increased to 18.6% from 18.1% in the prior year comparable quarter.
Bookings in the second quarter of 2025 decreased 5.4% from the prior year comparable quarter. The bookings decline was primarily due to order timing in retail refrigeration, partially offset by favorable heat exchanger demand trends and higher beverage can-making bookings. Segment book-to-bill was 0.92.
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Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Climate & Sustainability Technologies segment revenue decreased $37.0 million, or 4.6%, compared to the six months ended June 30, 2024, reflecting an organic revenue decline of 4.8%, partially offset by a favorable foreign currency translation impact of 0.2%. The organic revenue decline for the six months ended June 30, 2025 was due to project timing in retail refrigeration, partially offset by continued strong demand for low-GWP CO2 refrigerant systems, and improving demand across beverage can-making and heat exchanger applications. Customer pricing favorably impacted revenue by approximately 0.2%, and unfavorably impacted revenue by approximately 0.2% in the prior year comparable period.
Climate & Sustainability Technologies segment earnings decreased $0.5 million, or 0.4%, for the six months ended June 30, 2025, as compared to the prior year comparable period. Segment earnings margin increased to 16.9% from 16.2% in the prior year comparable period. The earnings decrease was primarily due to lower volumes in retail refrigeration, partially offset by increased heat exchanger and beverage can-making volumes, productivity initiatives and the favorable mix impact from CO2 refrigerant systems growth.
Reconciliation of Segment Earnings to Earnings from Continuing Operations
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Earnings from Continuing Operations: | |||||||||||||||||||||||
Segment earnings: | |||||||||||||||||||||||
| Engineered Products | $ | 53,511 | $ | 52,095 | $ | 97,625 | $ | 114,627 | |||||||||||||||
| Clean Energy & Fueling | 107,771 | 87,536 | 193,415 | 157,211 | |||||||||||||||||||
| Imaging & Identification | 76,937 | 75,786 | 154,512 | 145,745 | |||||||||||||||||||
| Pumps & Process Solutions | 159,504 | 137,217 | 310,779 | 255,954 | |||||||||||||||||||
| Climate & Sustainability Technologies | 77,262 | 79,127 | 129,381 | 129,886 | |||||||||||||||||||
| Total segment earnings | 474,985 | 431,761 | 885,712 | 803,423 | |||||||||||||||||||
Purchase accounting expenses (1) | 51,123 | 44,332 | 100,227 | 88,519 | |||||||||||||||||||
Restructuring and other costs (2) | 23,210 | 11,590 | 32,607 | 35,561 | |||||||||||||||||||
(Gain) loss on dispositions (3) | (2,176) | 663 | (4,644) | (529,280) | |||||||||||||||||||
Corporate expense / other (4) | 41,875 | 39,526 | 93,834 | 81,685 | |||||||||||||||||||
| Interest expense | 26,791 | 32,374 | 54,399 | 68,739 | |||||||||||||||||||
| Interest income | (17,935) | (4,081) | (38,189) | (8,837) | |||||||||||||||||||
| Earnings before provision for income taxes | 352,097 | 307,357 | 647,478 | 1,067,036 | |||||||||||||||||||
| Provision for income taxes | 71,967 | 60,770 | 128,107 | 218,347 | |||||||||||||||||||
Earnings from continuing operations | $ | 280,130 | $ | 246,587 | $ | 519,371 | $ | 848,689 | |||||||||||||||
(1) Purchase accounting expenses are primarily comprised of amortization of acquired intangible assets.
(2) Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges.
(3) (Gain) loss on dispositions, including post-closing adjustments; see Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.
(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 and IT overhead costs, deal related expenses and various administrative expenses relating to the corporate headquarters.
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Restructuring and Other Costs (Benefits)
Restructuring and other costs are not presented in our segment earnings because these costs are excluded from the segment operating performance measure reviewed by management. During the three and six months ended June 30, 2025, we incurred restructuring charges of $13.5 million and $21.8 million and other costs, net of $9.7 million and $10.8 million. Restructuring charges for the three and six months ended June 30, 2025 were primarily related to exit costs and headcount reductions in the Climate & Sustainability Technologies, Pumps & Process Solutions and Clean Energy & Fueling segments. These restructuring programs were initiated in 2024 and 2025 and the Company will continue to make proactive adjustments to its cost structure to align with current demand trends. Other costs, net of $9.7 million and $10.8 million for the three and six months ended June 30, 2025 primarily relate to $4.0 million in costs associated with a product line exit in our Climate & Sustainability Technologies segment. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the condensed consolidated statements of earnings. Additional programs beyond the scope of the announced programs may be implemented during 2025 with related restructuring and other cost charges.
We recorded the following restructuring and other costs for the three and six months ended June 30, 2025:
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
(in thousands) | Engineered Products | Clean Energy & Fueling | Imaging & Identification | Pumps & Process Solutions | Climate & Sustainability Technologies | Corporate | Total | ||||||||||||||||||||||||||||||||||
| Restructuring | $ | 563 | $ | 2,676 | $ | 319 | $ | 2,646 | $ | 7,144 | $ | 181 | $ | 13,529 | |||||||||||||||||||||||||||
Other (benefits) costs | (5) | 742 | 596 | (220) | 6,597 | 1,971 | 9,681 | ||||||||||||||||||||||||||||||||||
| Restructuring and other costs | $ | 558 | $ | 3,418 | $ | 915 | $ | 2,426 | $ | 13,741 | $ | 2,152 | $ | 23,210 | |||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
(in thousands) | Engineered Products | Clean Energy & Fueling | Imaging & Identification | Pumps & Process Solutions | Climate & Sustainability Technologies | Corporate | Total | ||||||||||||||||||||||||||||||||||
| Restructuring | $ | 3,031 | $ | 4,444 | $ | 488 | $ | 4,591 | $ | 8,810 | $ | 475 | $ | 21,839 | |||||||||||||||||||||||||||
| Other costs, net | 56 | 857 | 1,011 | (263) | 6,998 | 2,109 | 10,768 | ||||||||||||||||||||||||||||||||||
| Restructuring and other costs | $ | 3,087 | $ | 5,301 | $ | 1,499 | $ | 4,328 | $ | 15,808 | $ | 2,584 | $ | 32,607 | |||||||||||||||||||||||||||
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Restructuring and other costs for the three and six months ended June 30, 2024 include restructuring charges of $9.1 million and $27.8 million and other costs, net of $2.5 million and $7.8 million. Restructuring charges for the three months ended June 30, 2024 were primarily related to exit costs and headcount reductions across all segments. Restructuring charges for the six months ended June 30, 2024 were primarily related to product line exit costs and headcount reductions in the Climate & Sustainability Technologies, Clean Energy & Fueling and Pumps & Process Solutions segments. These restructuring programs were initiated in 2023 and 2024 and the Company will continue to make proactive adjustments to its cost structure to align with current demand trends. Other costs, net of $7.8 million for the six months ended June 30, 2024, were primarily due to a non-cash asset impairment charge in our Climate & Sustainability Technologies segment. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the condensed consolidated statement of earnings.
We recorded the following restructuring and other costs for the three and six months ended June 30, 2024:
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
(in thousands) | Engineered Products | Clean Energy & Fueling | Imaging & Identification | Pumps & Process Solutions | Climate & Sustainability Technologies | Corporate | Total | ||||||||||||||||||||||||||||||||||
| Restructuring | $ | 1,486 | $ | 1,925 | $ | 2,081 | $ | 1,614 | $ | 1,953 | $ | 78 | $ | 9,137 | |||||||||||||||||||||||||||
Other (benefits) costs | 44 | 682 | 759 | (5) | 438 | 535 | 2,453 | ||||||||||||||||||||||||||||||||||
Restructuring and other costs | $ | 1,530 | $ | 2,607 | $ | 2,840 | $ | 1,609 | $ | 2,391 | $ | 613 | $ | 11,590 | |||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
(in thousands) | Engineered Products | Clean Energy & Fueling | Imaging & Identification | Pumps & Process Solutions | Climate & Sustainability Technologies | Corporate | Total | ||||||||||||||||||||||||||||||||||
| Restructuring | $ | 1,978 | $ | 6,890 | $ | 2,841 | $ | 2,965 | $ | 13,023 | $ | 95 | $ | 27,792 | |||||||||||||||||||||||||||
Other costs, net | 16 | 1,341 | 1,228 | 52 | 3,888 | 1,244 | 7,769 | ||||||||||||||||||||||||||||||||||
Restructuring and other costs | $ | 1,994 | $ | 8,231 | $ | 4,069 | $ | 3,017 | $ | 16,911 | $ | 1,339 | $ | 35,561 | |||||||||||||||||||||||||||
Purchase Accounting Expenses
Purchase accounting expenses primarily relate to amortization of acquired intangible assets. These expenses are not presented in our segment earnings because they are excluded from the segment operating performance measure reviewed by management. These expenses reconcile to segment earnings as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
(in thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Purchase Accounting Expenses | |||||||||||||||||||||||
| Engineered Products | $ | 2,785 | $ | 2,615 | $ | 5,442 | $ | 5,245 | |||||||||||||||
Clean Energy & Fueling | 25,083 | 21,344 | 50,704 | 42,301 | |||||||||||||||||||
| Imaging & Identification | 5,844 | 5,665 | 11,454 | 11,406 | |||||||||||||||||||
| Pumps & Process Solutions | 12,995 | 9,662 | 23,803 | 19,473 | |||||||||||||||||||
| Climate & Sustainability Technologies | 4,416 | 5,046 | 8,824 | 10,094 | |||||||||||||||||||
| Total | $ | 51,123 | $ | 44,332 | $ | 100,227 | $ | 88,519 | |||||||||||||||
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FINANCIAL CONDITION
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Significant factors affecting liquidity are cash flows generated from operating activities, capital expenditures, acquisitions, dispositions, dividends, repurchase of outstanding shares, adequacy of available commercial paper and bank lines of credit and the ability to attract long-term capital with satisfactory terms. We generate substantial cash from the operations of our businesses and remain in a strong financial position, with sufficient liquidity available for reinvestment in existing businesses and strategic acquisitions.
Cash Flow Summary
The following table is derived from our condensed consolidated statements of cash flows:
| Six Months Ended June 30, | |||||||||||
Cash Flows from Operations (in thousands) | 2025 | 2024 | |||||||||
| Net cash flows provided by (used in): | |||||||||||
| Operating activities | $ | 369,814 | $ | 295,637 | |||||||
| Investing activities | (755,770) | 465,631 | |||||||||
| Financing activities | (206,469) | (911,439) | |||||||||
Operating Activities
Cash flow from operating activities for the six months ended June 30, 2025 increased by $74.2 million compared to June 30, 2024, primarily driven by higher operating earnings during the period.
Adjusted Working Capital: We believe adjusted working capital (a non-GAAP measure calculated as receivables, plus inventory, less accounts payable) provides a meaningful measure of liquidity by showing changes caused by operational results.
The following table provides a calculation of adjusted working capital:
Adjusted Working Capital (in thousands) | June 30, 2025 | December 31, 2024 | |||||||||
Receivables, net | $ | 1,481,097 | $ | 1,354,225 | |||||||
Inventories, net | 1,305,811 | 1,144,838 | |||||||||
| Less: Accounts payable | 869,907 | 848,006 | |||||||||
| Adjusted working capital | $ | 1,917,001 | $ | 1,651,057 | |||||||
Adjusted working capital has increased by $265.9 million, or 16.1%, year-to-date, driven by an increase of $126.9 million in net receivables and an increase of $161.0 million in net inventory, partially offset by an increase in accounts payable of $21.9 million. These amounts include the effects of acquisitions, dispositions and foreign currency translation. The change in accounts receivable and payable reflect the timing of payments and collections. The increase in inventories is driven by production planning ahead of higher expected shipment volumes in the near term.
Investing Activities
Cash flow from investing activities is derived from cash inflows from proceeds from dispositions, offset by cash outflows for acquisitions and capital expenditures. The majority of the activity in investing activities was comprised of the following:
•Proceeds from dispositions: During the six months ended June 30, 2025, we received an additional $6.0 million of net proceeds related to the sale of a minority owned equity method investment in the third quarter of 2024 within the Climate & Sustainability Technologies segment. During the six months ended June 30, 2024, we received net proceeds of $674.7 million from the disposition of De-Sta-Co. See Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.
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•Acquisitions: During the six months ended June 30, 2025, we deployed approximately $658.5 million, net to acquire three business within the Pumps & Process Solutions segment. In comparison, during the six months ended June 30, 2024, we deployed approximately $144.9 million, net to acquire three businesses within the Clean Energy & Fueling and Imaging & Identification segments. See Note 3 — Acquisitions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.
•Capital spending: Capital expenditures increased $33.3 million during the six months ended June 30, 2025, compared to the six months ended June 30, 2024, in line with our planned capital expenditures for the year.
We anticipate that capital expenditures and any additional acquisitions we make through the remainder of 2025 will be funded from available cash and internally generated funds and, if necessary, through the issuance of commercial paper, or by accessing the public debt or equity markets. We estimate capital expenditures in 2025 to range from $190.0 million to $210.0 million.
Financing Activities
Cash flow from financing activities generally relates to the use of cash for purchases of our common stock and payment of dividends, offset by net borrowing activity. The majority of financing activity was attributed to the following:
•Repurchase of common stock, including accelerated share repurchase program: During the six months ended June 30, 2025, the Company repurchased a total of 200,000 shares for $40.7 million. During the six months ended June 30, 2024, the Company used $500.0 million to repurchase 2,569,839 shares on March 1, 2024 under an accelerated share repurchase transaction. See Note 17 — Stockholders' Equity in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.
•Commercial paper and other short-term borrowings, net: The Company had no commercial paper borrowings during the six months ended June 30, 2025. During the six months ended June 30, 2024, we used $257.8 million to pay off commercial paper borrowings, with net proceeds received from the sale of De-Sta-Co.
•Dividend payments: Total dividend payments to common shareholders were $142.0 million during the six months ended June 30, 2025, as compared to $141.6 million during the same period in 2024. Our dividends paid per common share increased 1.0% to $1.03 during the six months ended June 30, 2025 compared to $1.02 during the same period in 2024.
Cash Flows from Discontinued Operations
Net cash (used in) provided by discontinued operations for the six months ended June 30, 2025 and June 30, 2024 amounted to $(10.1) million and $67.0 million, respectively.
Liquidity and Capital Resources
Free Cash Flow
In addition to measuring our cash flow generation and usage based upon the operating, investing and financing classifications included in the condensed consolidated statements of cash flows, we also measure free cash flow (a non-GAAP measure) which 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 earnings from continuing operations equals free cash flow divided by earnings from continuing operations.
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The following table reconciles our free cash flow to cash flow provided by operating activities:
| Six Months Ended June 30, | |||||||||||
Free Cash Flow (dollars in thousands) | 2025 | 2024 | |||||||||
| Cash flow provided by operating activities | $ | 369,814 | $ | 295,637 | |||||||
| Less: Capital expenditures | (109,124) | (75,872) | |||||||||
| Free cash flow | $ | 260,690 | $ | 219,765 | |||||||
| Cash flow from operating activities as a percentage of revenue | 9.4 | % | 7.7 | % | |||||||
Cash flow from operating activities as a percentage of earnings from continuing operations | 71.2 | % | 34.8 | % | |||||||
| Free cash flow as a percentage of revenue | 6.7 | % | 5.7 | % | |||||||
Free cash flow as a percentage of earnings from continuing operations | 50.2 | % | 25.9 | % | |||||||
For the six months ended June 30, 2025, we generated free cash flow of $260.7 million, representing 6.7% of revenue and 50.2% of earnings from continuing operations. Free cash flow for the six months ended June 30, 2025 increased $40.9 million, compared to June 30, 2024, primarily driven by higher operating earnings, partially offset by higher capital expenditures. The increases in cash flow from operating activities and free cash flow as percentages of earnings from continuing operations are due primarily to the gain on disposition of De-Sta-Co impacting the prior year. See Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.
Capitalization
We use commercial paper borrowings for general corporate purposes, including the funding of acquisitions and the repurchase of our common stock. As of June 30, 2025, we maintained $1.0 billion five-year and $500.0 million 364-day unsecured revolving credit facilities (together, the "Credit Agreements") with a syndicate of banks which expire April 6, 2028 and April 2, 2026, respectively. The Company may elect to extend the maturity date of any loans under the 364-day credit facility until April 2, 2027, subject to conditions specified therein. The Credit Agreements are designated as a liquidity back-stop for the Company's commercial paper program and also are available for general corporate purposes.
At the Company's election, loans under the Credit Agreements will bear interest at a base rate plus an applicable margin. The Credit Agreements require the Company to pay facility fees and impose various restrictions on the Company such as, among other things, a requirement to maintain an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of not less than 3.0 to 1.0. The Company was in compliance with all covenants in the Credit Agreements and other long-term debt covenants at June 30, 2025 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of 68.3 to 1. We are not aware of any potential impairment to our liquidity and expect to remain in compliance with all of our debt covenants.
We also have a current shelf registration statement filed with the Securities and Exchange Commission that allows for the issuance of additional debt securities that may be utilized in one or more offerings on terms to be determined at the time of the offering. Net proceeds of any offering would be used for general corporate purposes, including repayment of existing indebtedness, capital expenditures and acquisitions.
At June 30, 2025, our cash and cash equivalents totaled $1.3 billion, of which approximately $326.8 million was held outside the United States. At December 31, 2024, our cash and cash equivalents totaled $1.8 billion, of which approximately $300.5 million was held outside the United States. Cash and cash equivalents are held primarily in bank deposits with highly rated banks. We regularly hold cash in excess of near-term requirements in bank deposits or invest the funds in government money market instruments or short-term investments, which consist of investment grade time deposits with original maturity dates at the time of purchase of no greater than three months.
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We utilize the net debt to net capitalization calculation (a non-GAAP measure) to assess our overall financial leverage and capacity and believe the calculation is useful to investors for the same reason. Net debt represents total debt minus cash and cash equivalents. Net capitalization represents net debt plus stockholders' equity. The following table provides a calculation of net debt to net capitalization from the most directly comparable GAAP measures:
Net Debt to Net Capitalization Ratio (dollars in thousands) | June 30, 2025 | December 31, 2024 | ||||||||||||
Current portion of long-term debt and other short-term borrowings | $ | 400,477 | $ | 400,056 | ||||||||||
| Long-term debt | 2,668,666 | 2,529,346 | ||||||||||||
| Total debt | 3,069,143 | 2,929,402 | ||||||||||||
Less: Cash and cash equivalents | (1,264,893) | (1,844,877) | ||||||||||||
| Net debt | 1,804,250 | 1,084,525 | ||||||||||||
| Add: Stockholders' equity | 7,441,305 | 6,953,996 | ||||||||||||
| Net capitalization | $ | 9,245,555 | $ | 8,038,521 | ||||||||||
| Net debt to net capitalization | 19.5 | % | 13.5 | % | ||||||||||
Our net debt to net capitalization ratio increased to 19.5% at June 30, 2025 compared to 13.5% at December 31, 2024. Net debt increased $719.7 million during the period primarily due to the increase in value of the euro-denominated debt resulting from foreign currency translation adjustments and a decrease in cash and cash equivalents from acquisition-related investments. Stockholders' equity increased for the period primarily driven by current earnings of $509.9 million.
Operating cash flow and access to capital markets are expected to satisfy our various cash flow requirements, including acquisitions, capital expenditures, purchase obligations, and lease obligations. Acquisition spending and/or share repurchases could potentially increase our debt.
We believe that existing sources of liquidity are adequate to meet anticipated funding needs at current risk-based interest rates for the foreseeable future.
Critical Accounting Estimates
Our condensed consolidated financial statements and related public financial information are based on the application of GAAP which requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our public disclosures, including information regarding contingencies, risk and our financial condition. We believe our use of estimates and underlying accounting assumptions conform to GAAP and are consistently applied. We review valuations based on estimates for reasonableness on a consistent basis.
Recent Accounting Standards
See Note 19 — Recent Accounting Pronouncements in the condensed consolidated financial statements in Item 1 of this Form 10-Q. The adoption of recent accounting standards as included in Note 19 — Recent Accounting Pronouncements in the condensed consolidated financial statements has not had, and is not expected to have, a significant impact on our revenue, earnings or liquidity.
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Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, especially MD&A, 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. Some of these statements may be indicated by words such as "may", "anticipate", "expect", "believe", "intend", "continue", "guidance", "estimates", "suggest", "will", "plan", "should", "would", "could", "forecast" and other words and terms that use the future tense or have a similar meaning. Forward-looking statements are based on current expectations and are subject to numerous important risks, uncertainties, and assumptions, including those described in our Annual Report on Form 10-K for the year ended December 31, 2024. 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 impacts of natural or human induced disasters, acts of war, terrorism, international conflicts, and public health crises or other future pandemics 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; changes in law, including the effect of tax laws and developments with respect to trade policy and tariffs; our ability to identify and complete acquisitions and integrate and realize synergies from newly acquired businesses; acquisition valuation levels; the impact of interest rate and currency exchange rate fluctuations; capital allocation plans and changes in those plans, including with respect to dividends, share repurchases, investments in research and development, capital expenditures and acquisitions; our ability to effectively deploy capital resulting from dispositions; our ability to derive expected benefits from restructurings, productivity initiatives and other cost reduction actions; the impact of legal compliance risks and litigation, including with respect to product quality and safety, cybersecurity and privacy; and our ability to capture and protect intellectual property rights, and various other factors that are described in our periodic reports filed with or furnished to the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2024. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
The Company may, from time to time, post financial or other information on its website, www.dovercorporation.com. The website is for informational purposes only and is not intended for use as a hyperlink. The Company is not incorporating any material on its website into this report.
Non-GAAP Disclosures
In an effort to provide investors with additional information regarding our results as determined by GAAP, we also disclose non-GAAP information, which we believe provides useful information to investors. Free cash flow, free cash flow as a percentage of revenue, free cash flow as a percentage of earnings from continuing operations, net debt, net capitalization, net debt to net capitalization ratio, adjusted working capital, and organic revenue growth are not financial measures under GAAP and should not be considered as a substitute for cash flows from operating activities, debt or equity, working capital or revenue as determined in accordance with GAAP, and they may not be comparable to similarly titled measures reported by other companies.
We believe the net debt to net capitalization ratio and free cash flow are important measures of liquidity. Net debt to net capitalization is helpful in evaluating our capital structure and the amount of leverage we employ. Free cash flow and free cash flow ratios provide both management and investors a measurement of cash generated from operations that is available to fund acquisitions, pay dividends, repay debt and repurchase our common stock. We believe that reporting adjusted working capital provides a meaningful measure of liquidity by showing changes caused by operational results. We believe that reporting organic revenue growth provides a useful comparison of our revenue performance and trends between periods.
Reconciliations and comparisons to non-GAAP measures can be found above in this Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There has been no significant change in our exposure to market risk during the six months ended June 30, 2025. For a discussion of our exposure to market risk, refer to Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
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Item 4. Controls and Procedures
At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2025.
During the second quarter of 2025, there were no changes in the Company's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
See Note 14 — Commitments and Contingent Liabilities in the condensed consolidated financial statements in Item 1 of this Form 10-Q.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
a.Not applicable.
b.Not applicable.
c.In August 2023, the Company's Board of Directors approved a new standing share repurchase authorization whereby the Company may repurchase up to 20 million shares beginning on January 1, 2024 through December 31, 2026. No share repurchases were made under the August 2023 authorization during the three months ended June 30, 2025. As of June 30, 2025, the number of shares still available for repurchase under the current share repurchase authorization was 16,930,718.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
a.- b. None.
c. During the six months ended June 30, 2025, no director or Section 16 officer adopted terminated
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Item 6. Exhibits
| 10.1 | 364-Day Credit Agreement dated as of April 3, 2025 among Dover Corporation, the Lenders party thereto, the Borrowing Subsidiaries party thereto from time to time and JPMorgan Chase Bank, N.A. as Administrative Agent, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 3, 2025 (SEC File No. 001-04018), is incorporated by reference. | ||||
| 31.1 | Certificate pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by Christopher B. Woenker. | ||||
| 31.2 | Certificate pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by Richard J. Tobin. | ||||
| 32 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Richard J. Tobin and Christopher B. Woenker. | ||||
| 101 | The following materials from Dover Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Earnings, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements. | ||||
| 104 | Cover Page formatted in Inline XBRL and contained in Exhibit 101. | ||||
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
| DOVER CORPORATION | ||||||||
| Date: | July 24, 2025 | /s/ Christopher B. Woenker | ||||||
Christopher B. Woenker | ||||||||
| Senior Vice President & Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
| Date: | July 24, 2025 | /s/ Ryan W. Paulson | ||||||
| Ryan W. Paulson | ||||||||
| Vice President, Controller | ||||||||
| (Principal Accounting Officer) | ||||||||
46
Dover Corp
NYSE:DOV
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Jul 24, 2025
[8-K] Dover Corporation Reports Material Event
DOV Stock Data
26.17B
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Specialty Industrial Machinery
Construction, Mining & Materials Handling Machinery & Equip
United States
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