filings.toolsItem 1. Financial Statements
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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 | $ | 2,049,592 | $ | 1,948,782 | $ | 3,915,651 | $ | 3,832,501 | |||||||||||||||
| Cost of goods and services | 1,231,330 | 1,196,259 | 2,351,889 | 2,382,791 | |||||||||||||||||||
| Gross profit | 818,262 | 752,523 | 1,563,762 | 1,449,710 | |||||||||||||||||||
| Selling, general and administrative expenses | 463,665 | 429,055 | 912,856 | 872,036 | |||||||||||||||||||
| Operating earnings | 354,597 | 323,468 | 650,906 | 577,674 | |||||||||||||||||||
| Interest expense | 26,791 | 32,374 | 54,399 | 68,739 | |||||||||||||||||||
| Interest income | (17,935) | (4,081) | (38,189) | (8,837) | |||||||||||||||||||
| (Gain) loss on dispositions | (2,176) | 663 | (4,644) | (529,280) | |||||||||||||||||||
| Other income, net | (4,180) | (12,845) | (8,138) | (19,984) | |||||||||||||||||||
| 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 | |||||||||||||||||||
| (Loss) earnings from discontinued operations, net | (1,066) | 35,235 | (9,486) | 65,354 | |||||||||||||||||||
| Net earnings | $ | 279,064 | $ | 281,822 | $ | 509,885 | $ | 914,043 | |||||||||||||||
| Earnings per share from continuing operations: | |||||||||||||||||||||||
| Basic | $ | 2.04 | $ | 1.79 | $ | 3.78 | $ | 6.14 | |||||||||||||||
| Diluted | $ | 2.03 | $ | 1.78 | $ | 3.76 | $ | 6.10 | |||||||||||||||
| (Loss) earnings per share from discontinued operations: | |||||||||||||||||||||||
| Basic | $ | (0.01) | $ | 0.26 | $ | (0.07) | $ | 0.47 | |||||||||||||||
| Diluted | $ | (0.01) | $ | 0.25 | $ | (0.07) | $ | 0.47 | |||||||||||||||
| Net earnings per share: | |||||||||||||||||||||||
| Basic | $ | 2.03 | $ | 2.05 | $ | 3.71 | $ | 6.61 | |||||||||||||||
| Diluted | $ | 2.02 | $ | 2.04 | $ | 3.69 | $ | 6.57 | |||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | 137,226 | 137,443 | 137,261 | 138,247 | |||||||||||||||||||
| Diluted | 137,974 | 138,404 | 138,132 | 139,136 |
See Notes to Condensed Consolidated Financial Statements
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 | $ | 279,064 | $ | 281,822 | $ | 509,885 | $ | 914,043 | |||||||||||||||
| Other comprehensive earnings (loss), net of tax | |||||||||||||||||||||||
| Foreign currency translation adjustments: | |||||||||||||||||||||||
| Foreign currency translation gain (loss) | 88,106 | (12,603) | 140,112 | (41,945) | |||||||||||||||||||
| Reclassification of foreign currency translation losses to earnings | 1,858 | — | 1,858 | 13,931 | |||||||||||||||||||
| Total foreign currency translation adjustments (net of $25,212, $(3,074), $34,800 and $(7,460) tax benefit (provision), respectively) | 89,964 | (12,603) | 141,970 | (28,014) | |||||||||||||||||||
| Pension and other post-retirement benefit plans: | |||||||||||||||||||||||
| Amortization of actuarial gain included in net periodic pension cost | (293) | (369) | (605) | (736) | |||||||||||||||||||
| Amortization of prior service credits included in net periodic pension cost | (172) | (153) | (331) | (312) | |||||||||||||||||||
| Settlement and curtailment impact(1) | (565) | — | (565) | — | |||||||||||||||||||
| Total pension and other post-retirement benefit plans (net of $293, $138, $425 and $277 tax benefit, respectively) | (1,030) | (522) | (1,501) | (1,048) | |||||||||||||||||||
| Changes in fair value of cash flow hedges: | |||||||||||||||||||||||
| Unrealized net (loss) gain arising during period | (3,967) | 988 | (4,923) | 861 | |||||||||||||||||||
| Net loss (gain) reclassified into earnings | 965 | (231) | 564 | (704) | |||||||||||||||||||
| Total cash flow hedges (net of $877, $(223), $1,273 and $(46) tax benefit (provision) respectively) | (3,002) | 757 | (4,359) | 157 | |||||||||||||||||||
| Other comprehensive earnings (loss), net of tax | 85,932 | (12,368) | 136,110 | (28,905) | |||||||||||||||||||
| Comprehensive earnings | $ | 364,996 | $ | 269,454 | $ | 645,995 | $ | 885,138 |
(1) Included in (loss) earnings from discontinued operations, net in the condensed consolidated statement of earnings.
See Notes to Condensed Consolidated Financial Statements
DOVER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| June 30, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 1,264,893 | $ | 1,844,877 | |||||||
| Receivables, net | 1,481,097 | 1,354,225 | |||||||||
| Inventories, net | 1,305,811 | 1,144,838 | |||||||||
| Prepaid and other current assets | 168,836 | 140,557 | |||||||||
| Total current assets | 4,220,637 | 4,484,497 | |||||||||
| Property, plant and equipment, net | 1,079,756 | 987,924 | |||||||||
| Goodwill | 5,370,685 | 4,905,702 | |||||||||
| Intangible assets, net | 1,900,089 | 1,580,854 | |||||||||
| Other assets and deferred charges | 590,117 | 550,183 | |||||||||
| Total assets | $ | 13,161,284 | $ | 12,509,160 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Short-term borrowings and current portion of long-term debt | $ | 400,477 | $ | 400,056 | |||||||
| Accounts payable | 869,907 | 848,006 | |||||||||
| Accrued compensation and employee benefits | 229,663 | 292,371 | |||||||||
| Deferred revenue | 202,736 | 198,629 | |||||||||
| Accrued insurance | 88,848 | 87,952 | |||||||||
| Other accrued expenses | 344,463 | 335,326 | |||||||||
| Federal and other income taxes | 29,630 | 34,187 | |||||||||
| Total current liabilities | 2,165,724 | 2,196,527 | |||||||||
| Long-term debt | 2,668,666 | 2,529,346 | |||||||||
| Deferred income taxes | 394,518 | 352,006 | |||||||||
| Non-current income tax payable | — | 6,158 | |||||||||
| Other liabilities | 491,071 | 471,127 | |||||||||
| Stockholders' equity: | |||||||||||
| Total stockholders' equity | 7,441,305 | 6,953,996 | |||||||||
| Total liabilities and stockholders' equity | $ | 13,161,284 | $ | 12,509,160 |
See Notes to Condensed Consolidated Financial Statements
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share data)
(Unaudited)
| Common stock $1 par value | Additional paid-in capital | Retained earnings | Accumulated other comprehensive earnings (loss) | Treasury stock | Total stockholders' equity | ||||||||||||||||||||||||||||||
| Balance at April 1, 2025 | $ | 260,117 | $ | 907,471 | $ | 13,569,055 | $ | (277,598) | $ | (7,321,278) | $ | 7,137,767 | |||||||||||||||||||||||
| Net earnings | — | — | 279,064 | — | — | 279,064 | |||||||||||||||||||||||||||||
| Dividends paid ($0.515 per share) | — | — | (70,620) | — | — | (70,620) | |||||||||||||||||||||||||||||
| Common stock issued for the exercise of share-based awards | 32 | 2,127 | — | — | — | 2,159 | |||||||||||||||||||||||||||||
| Stock-based compensation expense | — | 7,003 | — | — | — | 7,003 | |||||||||||||||||||||||||||||
| Other comprehensive earnings, net of tax | — | — | — | 85,932 | — | 85,932 | |||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | 260,149 | $ | 916,601 | $ | 13,777,499 | $ | (191,666) | $ | (7,321,278) | $ | 7,441,305 |
| Common stock $1 par value | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Total stockholders' equity | ||||||||||||||||||||||||||||||
| Balance at April 1, 2024 | $ | 259,943 | $ | 817,839 | $ | 11,556,408 | $ | (254,403) | $ | (7,226,935) | $ | 5,152,852 | |||||||||||||||||||||||
| Net earnings | — | — | 281,822 | — | — | 281,822 | |||||||||||||||||||||||||||||
| Dividends paid ($0.51 per share) | — | — | (70,207) | — | — | (70,207) | |||||||||||||||||||||||||||||
| Common stock issued for the exercise of share-based awards | 28 | 1,976 | — | — | — | 2,004 | |||||||||||||||||||||||||||||
| Stock-based compensation expense | — | 9,520 | — | — | — | 9,520 | |||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | (12,368) | — | (12,368) | |||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | 259,971 | $ | 829,335 | $ | 11,768,023 | $ | (266,771) | $ | (7,226,935) | $ | 5,363,623 |
See Notes to Condensed Consolidated Financial Statements
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share data)
(Unaudited)
| Common stock $1 par value | Additional paid-in capital | Retained earnings | Accumulated other comprehensive earnings (loss) | Treasury stock | Total stockholders' equity | ||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | 260,031 | $ | 892,686 | $ | 13,409,633 | $ | (327,776) | $ | (7,280,578) | $ | 6,953,996 | |||||||||||||||||||||||
| Net earnings | — | — | 509,885 | — | — | 509,885 | |||||||||||||||||||||||||||||
| Dividends paid ($1.03 per share) | — | — | (142,019) | — | — | (142,019) | |||||||||||||||||||||||||||||
| Common stock issued for the exercise of share-based awards | 118 | (6,962) | — | — | — | (6,844) | |||||||||||||||||||||||||||||
| Stock-based compensation expense | — | 30,877 | — | — | — | 30,877 | |||||||||||||||||||||||||||||
| Common stock acquired | — | — | — | — | (40,700) | (40,700) | |||||||||||||||||||||||||||||
| Other comprehensive earnings, net of tax | — | — | — | 136,110 | — | 136,110 | |||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | 260,149 | $ | 916,601 | $ | 13,777,499 | $ | (191,666) | $ | (7,321,278) | $ | 7,441,305 |
| Common stock $1 par value | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Total stockholders' equity | ||||||||||||||||||||||||||||||
| Balance at January 1, 2024 | $ | 259,842 | $ | 886,690 | $ | 10,995,624 | $ | (237,866) | $ | (6,797,685) | $ | 5,106,605 | |||||||||||||||||||||||
| Net earnings | — | — | 914,043 | — | — | 914,043 | |||||||||||||||||||||||||||||
| Dividends paid ($1.02 per share) | — | — | (141,644) | — | — | (141,644) | |||||||||||||||||||||||||||||
| Common stock issued for the exercise of share-based awards | 129 | (7,034) | — | — | — | (6,905) | |||||||||||||||||||||||||||||
| Stock-based compensation expense | — | 24,679 | — | — | — | 24,679 | |||||||||||||||||||||||||||||
| Common stock acquired, including accelerated share repurchase program and excise tax | — | (75,000) | — | — | (429,250) | (504,250) | |||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | (28,905) | — | (28,905) | |||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | 259,971 | $ | 829,335 | $ | 11,768,023 | $ | (266,771) | $ | (7,226,935) | $ | 5,363,623 |
See Notes to Condensed Consolidated Financial Statements
DOVER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating Activities: | |||||||||||
| Net earnings | $ | 509,885 | $ | 914,043 | |||||||
| Adjustments to reconcile net earnings to cash provided by operating activities: | |||||||||||
| Loss (earnings) from discontinued operations, net | 9,486 | (65,354) | |||||||||
| Depreciation and amortization | 181,801 | 164,511 | |||||||||
| Stock-based compensation expense | 30,877 | 24,110 | |||||||||
| Gain on dispositions | (4,644) | (529,280) | |||||||||
| Other, net | (12,068) | 42,095 | |||||||||
| Cash effect of changes in assets and liabilities: | |||||||||||
| Accounts receivable, net | (62,914) | (134,650) | |||||||||
| Inventories | (77,568) | (36,966) | |||||||||
| Prepaid expenses and other assets | 1,817 | (20,490) | |||||||||
| Accounts payable | (7,485) | 25,548 | |||||||||
| Accrued compensation and employee benefits | (93,931) | (53,450) | |||||||||
| Accrued expenses and other liabilities | (30,430) | (8,338) | |||||||||
| Accrued and deferred taxes, net | (75,012) | (26,142) | |||||||||
| Net cash provided by operating activities | 369,814 | 295,637 | |||||||||
| Investing Activities: | |||||||||||
| Additions to property, plant and equipment | (109,124) | (75,872) | |||||||||
| Acquisitions, net of cash and cash equivalents acquired | (658,480) | (144,872) | |||||||||
| Proceeds from dispositions, net of cash transferred | 5,998 | 674,727 | |||||||||
| Other | 5,836 | 11,648 | |||||||||
| Net cash (used in) provided by investing activities | (755,770) | 465,631 | |||||||||
| Financing Activities: | |||||||||||
| Repurchase of common stock, including accelerated share repurchase program | (40,700) | (500,000) | |||||||||
| Change in commercial paper and other short-term borrowings, net | 85 | (257,811) | |||||||||
| Dividends paid to stockholders | (142,019) | (141,644) | |||||||||
| Payments to settle employee tax obligations on exercise of share-based awards | (10,292) | (9,910) | |||||||||
| Other | (13,543) | (2,074) | |||||||||
| Net cash used in financing activities | (206,469) | (911,439) | |||||||||
| Cash Flows from Discontinued Operations: | |||||||||||
| Net cash (used in) provided by operating activities of discontinued operations | (255) | 74,619 | |||||||||
| Net cash used in investing activities of discontinued operations | (9,796) | (7,615) | |||||||||
| Net cash (used in) provided by discontinued operations | (10,051) | 67,004 | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | 22,492 | (3,942) | |||||||||
| Net decrease in cash and cash equivalents | (579,984) | (87,109) | |||||||||
| Cash and cash equivalents at beginning of period, including cash held for sale (1) | 1,844,877 | 415,861 | |||||||||
| Cash and cash equivalents at end of period | $ | 1,264,893 | $ | 328,752 | |||||||
(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
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.
The Environmental Solutions Group ("ESG") business, an operating company within the Engineered Products segment, was sold during the fourth quarter of 2024 and reported as discontinued operations. Therefore, the Company has classified the results of operations prior to the sale as discontinued operations in the condensed consolidated statements of earnings and the condensed consolidated statements of cash flows. The discussion in the notes to these condensed consolidated financial statements, unless otherwise noted, relates solely to our continuing operations. See Note 4 — Discontinued and Disposed Operations for further details.
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.
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 | $ | 18,220 | $ | 22,413 | $ | 19,561 | ||||||||||||||
| Contract liabilities - current | 202,736 | 198,629 | 194,798 | |||||||||||||||||
| Contract liabilities - non-current | 4,290 | 4,452 | 7,098 |
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.
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 | $ | 54,145 | ||||||||||||
| Property, plant and equipment | 28,492 | |||||||||||||
| Goodwill | 304,995 | |||||||||||||
| Intangible assets | 350,354 | |||||||||||||
| Other assets and deferred charges | 3,938 | |||||||||||||
| Current liabilities | (22,765) | |||||||||||||
| Non-current liabilities | (106,107) | |||||||||||||
| Net assets acquired | $ | 613,052 |
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 | $ | 9,250 | na | ||||||||||||||
| Goodwill - non-deductible | 313,702 | na | |||||||||||||||
| Customer intangibles | 285,463 | 17 | |||||||||||||||
| Unpatented technologies | 74,294 | 11 | |||||||||||||||
| Trademarks | 18,657 | 15 | |||||||||||||||
| $ | 701,366 |
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.
One other immaterial acquisition was completed during the six months ended June 30, 2024, within the Imaging & Identification segment. The acquisition is highly complementary to our existing track and trace solutions business, grows our presence in the European market and adds complementary offerings to our portfolio.
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 | $ | 16,326 | ||||||||||||
| Property, plant and equipment | 1,608 | |||||||||||||
| Goodwill | 98,982 | |||||||||||||
| Intangible assets | 92,622 | |||||||||||||
| Other assets and deferred charges | 5,879 | |||||||||||||
| Current liabilities | (10,035) | |||||||||||||
| Non-current liabilities | (29,527) | |||||||||||||
| Net assets acquired | $ | 175,855 |
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 | $ | 98,982 | na | ||||||||||||||
| Customer intangibles | 74,595 | 12 | |||||||||||||||
| Unpatented technologies | 14,141 | 7 | |||||||||||||||
| Trademarks | 3,886 | 15 | |||||||||||||||
| $ | 191,604 |
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 | $ | — | $ | 229,480 | $ | — | $ | 439,702 | ||||||||||||||||||||||||
| Cost of goods and services | — | 160,436 | — | 310,590 | ||||||||||||||||||||||||||||
| Gross profit | — | 69,044 | — | 129,112 | ||||||||||||||||||||||||||||
| Selling, general and administrative expenses | — | 23,138 | — | 43,281 | ||||||||||||||||||||||||||||
| Operating earnings | — | 45,906 | — | 85,831 | ||||||||||||||||||||||||||||
| Loss on disposition | 1,335 | — | 11,993 | — | ||||||||||||||||||||||||||||
| Other (income) expense, net | — | (25) | — | 697 | ||||||||||||||||||||||||||||
| (Loss) earnings from discontinued operations before provision for income taxes | (1,335) | 45,931 | (11,993) | 85,134 | ||||||||||||||||||||||||||||
| (Benefit) provision for income taxes | (269) | 10,696 | (2,507) | 19,780 | ||||||||||||||||||||||||||||
| (Loss) earnings from discontinued operations, net | $ | (1,066) | $ | 35,235 | $ | (9,486) | $ | 65,354 |
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.
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 | $ | 742,859 | $ | 649,993 | |||||||
| Work in progress | 260,807 | 233,544 | |||||||||
| Finished goods | 441,038 | 390,625 | |||||||||
| Subtotal | 1,444,704 | 1,274,162 | |||||||||
| Less reserves | (138,893) | (129,324) | |||||||||
| Total | $ | 1,305,811 | $ | 1,144,838 |
6. Property, Plant and Equipment, net
| June 30, 2025 | December 31, 2024 | ||||||||||
| Land | $ | 67,716 | $ | 62,270 | |||||||
| Buildings and improvements | 686,337 | 626,075 | |||||||||
| Machinery, equipment and other | 2,091,830 | 1,945,479 | |||||||||
| Property, plant and equipment, gross | 2,845,883 | 2,633,824 | |||||||||
| Accumulated depreciation | (1,766,127) | (1,645,900) | |||||||||
| Property, plant and equipment, net | $ | 1,079,756 | $ | 987,924 |
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 | $ | 28,794 | $ | 30,679 | |||||||
| Provision for expected credit losses, net of recoveries | 5,017 | 3,261 | |||||||||
| Amounts written off charged against the allowance | (2,441) | (3,018) | |||||||||
| Other, including foreign currency translation | 6,543 | (859) | |||||||||
| Balance at, June 30 | $ | 37,913 | $ | 30,063 |
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 | $ | 415,264 | $ | 1,695,397 | $ | 1,072,031 | $ | 1,212,042 | $ | 510,968 | $ | 4,905,702 | |||||||||||||||||||||||
| Acquisitions | — | — | — | 322,952 | — | 322,952 | |||||||||||||||||||||||||||||
| Measurement period adjustments | — | 4,677 | — | (188) | — | 4,489 | |||||||||||||||||||||||||||||
| Foreign currency translation | 14,282 | 49,688 | 42,576 | 28,977 | 2,019 | 137,542 | |||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | 429,546 | $ | 1,749,762 | $ | 1,114,607 | $ | 1,563,783 | $ | 512,987 | $ | 5,370,685 |
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.
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 | $ | 2,697,833 | $ | 1,286,551 | $ | 1,411,282 | $ | 2,343,823 | $ | 1,174,195 | $ | 1,169,628 | |||||||||||||||||||||||
| Trademarks | 310,628 | 170,661 | 139,967 | 283,216 | 156,745 | 126,471 | |||||||||||||||||||||||||||||
| Patents | 196,719 | 144,061 | 52,658 | 201,828 | 146,271 | 55,557 | |||||||||||||||||||||||||||||
| Unpatented technologies | 363,721 | 188,217 | 175,504 | 277,945 | 169,310 | 108,635 | |||||||||||||||||||||||||||||
| Distributor relationships | 85,665 | 73,300 | 12,365 | 79,855 | 66,469 | 13,386 | |||||||||||||||||||||||||||||
| Other | 25,287 | 13,683 | 11,604 | 22,100 | 11,400 | 10,700 | |||||||||||||||||||||||||||||
| Total | 3,679,853 | 1,876,473 | 1,803,380 | 3,208,767 | 1,724,390 | 1,484,377 | |||||||||||||||||||||||||||||
| Unamortized intangible assets: | |||||||||||||||||||||||||||||||||||
| Trademarks | 96,709 | — | 96,709 | 96,477 | — | 96,477 | |||||||||||||||||||||||||||||
| Total intangible assets, net | $ | 3,776,562 | $ | 1,876,473 | $ | 1,900,089 | $ | 3,305,244 | $ | 1,724,390 | $ | 1,580,854 |
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.
During the six months ended June 30, 2025, the Company acquired $378,414 of intangible assets, primarily customer intangibles, through acquisitions within the Pumps & Process Solutions segment. See Note 3 — Acquisitions for further details.
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 | $ | 563 | $ | 1,486 | $ | 3,031 | $ | 1,978 | |||||||||||||||
| Clean Energy & Fueling | 2,676 | 1,925 | 4,444 | 6,890 | |||||||||||||||||||
| Imaging & Identification | 319 | 2,081 | 488 | 2,841 | |||||||||||||||||||
| Pumps & Process Solutions | 2,646 | 1,614 | 4,591 | 2,965 | |||||||||||||||||||
| Climate & Sustainability Technologies | 7,144 | 1,953 | 8,810 | 13,023 | |||||||||||||||||||
| Corporate | 181 | 78 | 475 | 95 | |||||||||||||||||||
| Total | $ | 13,529 | $ | 9,137 | $ | 21,839 | $ | 27,792 | |||||||||||||||
| These amounts are classified in the condensed consolidated statements of earnings as follows: | |||||||||||||||||||||||
| Cost of goods and services | $ | 10,136 | $ | 5,217 | $ | 14,456 | $ | 19,140 | |||||||||||||||
| Selling, general and administrative expenses | 3,393 | 3,920 | 7,383 | 8,652 | |||||||||||||||||||
| Total | $ | 13,529 | $ | 9,137 | $ | 21,839 | $ | 27,792 |
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.
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 | $ | 13,544 | $ | 5,891 | $ | 19,435 | |||||||||||
| Restructuring charges | 10,423 | 11,416 | (1) | 21,839 | |||||||||||||
| Payments | (13,356) | (4,935) | (18,291) | ||||||||||||||
| Other, including foreign currency translation | 2,039 | (7,893) | (1) | (5,854) | |||||||||||||
| Balance at June 30, 2025 | $ | 12,650 | $ | 4,479 | $ | 17,129 |
(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 | $ | 399,747 | $ | 399,411 | |||||||
| Other | 730 | 645 | |||||||||
| Short-term borrowings and current portion of long-term debt | $ | 400,477 | $ | 400,056 |
| Carrying amount (1) | |||||||||||||||||
| Principal | June 30, 2025 | December 31, 2024 | |||||||||||||||
| Long-term | |||||||||||||||||
| 3.15% 10-year notes due November 15, 2025 | $ | 400,000 | $ | 399,747 | $ | 399,411 | |||||||||||
| 1.25% 10-year notes due November 9, 2026 (euro-denominated) | € | 600,000 | 698,038 | 622,313 | |||||||||||||
| 0.750% 8-year notes due November 4, 2027 (euro-denominated) | € | 500,000 | 580,900 | 517,863 | |||||||||||||
| 6.65% 30-year debentures due June 1, 2028 | $ | 200,000 | 199,707 | 199,657 | |||||||||||||
| 2.950% 10-year notes due November 4, 2029 | $ | 300,000 | 298,355 | 298,166 | |||||||||||||
| 5.375% 30-year debentures due October 15, 2035 | $ | 300,000 | 297,432 | 297,308 | |||||||||||||
| 6.60% 30-year notes due March 15, 2038 | $ | 250,000 | 248,562 | 248,505 | |||||||||||||
| 5.375% 30-year notes due March 1, 2041 | $ | 350,000 | 345,672 | 345,534 | |||||||||||||
| Total long-term debt | 3,068,413 | 2,928,757 | |||||||||||||||
| Less long-term debt current portion | (399,747) | (399,411) | |||||||||||||||
| Net long-term debt | $ | 2,668,666 | $ | 2,529,346 |
(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 outstanding borrowings under the five-year, previous or current 364-day credit facilities.
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 | $ | 645 | $ | 2,258 | Prepaid and other current assets | ||||||||||||
| Foreign currency forward | (3,559) | (888) | 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
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 | $ | (95,347) | $ | 13,781 | $ | (137,760) | $ | 32,755 | |||||||||||||||
| (Loss) on currency forward contract | (16,177) | — | (16,177) | — | |||||||||||||||||||
| (Loss) gain on net investment hedges | (111,524) | 13,781 | (153,937) | 32,755 | |||||||||||||||||||
| Tax benefit (expense) | 25,212 | (3,074) | 34,800 | (7,460) | |||||||||||||||||||
| Net (loss) gain on net investment hedges, net of tax | $ | (86,312) | $ | 10,707 | $ | (119,137) | $ | 25,295 |
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 | $ | 645 | $ | 2,258 | |||||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||
| Foreign currency cash flow hedges | 3,559 | 888 | |||||||||||||||||||||||||||||||||
| Foreign currency net investment hedges | 16,177 | — | |||||||||||||||||||||||||||||||||
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.
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 | 4.35 | % | 4.13 | % | |||||||
| Dividend yield | 1.02 | % | 1.28 | % | |||||||
| Expected life (years) | 5.5 | 5.5 | |||||||||
| Volatility | 30.50 | % | 31.32 | % | |||||||
| Grant price | $202.33 | $160.11 | |||||||||
| Fair value per share at date of grant | $66.39 | $51.17 |
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.
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 | 4.21 | % | 4.37 | % | |||||||
| Dividend yield | 1.02 | % | 1.15 | % | |||||||
| Expected life (years) | 2.9 | 2.8 | |||||||||
| Volatility | 23.10 | % | 23.30 | % | |||||||
| Grant price | $202.33 | $177.19 | |||||||||
| Fair value per share at date of grant | $318.38 | $287.62 |
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 | $ | 7,003 | $ | 9,420 | $ | 30,877 | $ | 24,110 | |||||||||||||||
| Tax benefit | (723) | (812) | (3,227) | (2,412) | |||||||||||||||||||
| Total stock-based compensation expense, net of tax | $ | 6,280 | $ | 8,608 | $ | 27,650 | $ | 21,698 |
For the three months and six months ended June 30, 2025, there was no pre-tax stock-based compensation expense attributable to discontinued operations and for the three months and six months ended June 30, 2024, there was $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
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 | $ | 42,055 | $ | 42,243 | |||||||
| Provision for warranties | 24,559 | 29,828 | |||||||||
| Settlements made | (25,822) | (27,308) | |||||||||
| Other adjustments, including acquisitions and currency translation | 3,043 | (1,253) | |||||||||
| Balance at, June 30 | $ | 43,835 | $ | 43,510 |
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 | $ | 1,858 | $ | — | $ | 1,858 | $ | 13,931 | |||||||||||||||
| Tax benefit | — | — | — | — | |||||||||||||||||||
| Net of tax | $ | 1,858 | $ | — | $ | 1,858 | $ | 13,931 | |||||||||||||||
| Pension plans: | |||||||||||||||||||||||
| Amortization of actuarial gain | $ | (384) | $ | (476) | $ | (792) | $ | (950) | |||||||||||||||
| Amortization of prior service credits | (210) | (184) | (405) | (375) | |||||||||||||||||||
| Settlement and curtailment costs(1) | (729) | — | (729) | — | |||||||||||||||||||
| Total before tax | (1,323) | (660) | (1,926) | (1,325) | |||||||||||||||||||
| Tax provision | 293 | 138 | 425 | 277 | |||||||||||||||||||
| Net of tax | $ | (1,030) | $ | (522) | $ | (1,501) | $ | (1,048) | |||||||||||||||
| Cash flow hedges: | |||||||||||||||||||||||
| Net gain reclassified into earnings | $ | 1,184 | $ | (285) | $ | 705 | $ | (878) | |||||||||||||||
| Tax provision | (219) | 54 | (141) | 174 | |||||||||||||||||||
| Net of tax | $ | 965 | $ | (231) | $ | 564 | $ | (704) |
(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.
DOVER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated) (Unaudited)
Cash flow hedges consist mainly of foreign currency forward contracts. The Company recognizes the realized gains and losses on its cash flow hedges in the same line item as the hedged transaction, such as revenue or cost of goods and services.
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.
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 | $ | 275,944 | $ | 285,297 | $ | 530,590 | $ | 618,117 | ||||||||||||||||||
| Clean Energy & Fueling | 546,097 | 463,014 | 1,037,245 | 908,067 | ||||||||||||||||||||||
| Imaging & Identification | 292,009 | 287,593 | 572,099 | 564,399 | ||||||||||||||||||||||
| Pumps & Process Solutions | 520,554 | 477,239 | 1,014,127 | 942,968 | ||||||||||||||||||||||
| Climate & Sustainability Technologies | 416,151 | 436,706 | 764,039 | 800,998 | ||||||||||||||||||||||
| Total segment revenues | 2,050,755 | 1,949,849 | 3,918,100 | 3,834,549 | ||||||||||||||||||||||
| Intersegment eliminations | (1,163) | (1,067) | (2,449) | (2,048) | ||||||||||||||||||||||
| Total consolidated revenue | $ | 2,049,592 | $ | 1,948,782 | $ | 3,915,651 | $ | 3,832,501 | ||||||||||||||||||
| Adjusted cost of goods and services**:****(1)** | ||||||||||||||||||||||||||
| Engineered Products | $ | 182,576 | $ | 193,156 | $ | 355,656 | $ | 413,318 | ||||||||||||||||||
| Clean Energy & Fueling | 343,893 | 291,639 | 659,087 | 582,290 | ||||||||||||||||||||||
| Imaging & Identification | 135,804 | 134,728 | 259,429 | 262,553 | ||||||||||||||||||||||
| Pumps & Process Solutions | 263,190 | 255,574 | 515,354 | 515,949 | ||||||||||||||||||||||
| Climate & Sustainability Technologies | 285,537 | 307,134 | 530,237 | 570,827 | ||||||||||||||||||||||
| Total adjusted segment cost of goods and services | $ | 1,211,000 | $ | 1,182,231 | $ | 2,319,763 | $ | 2,344,937 | ||||||||||||||||||
| Adjusted selling, general and administrative expenses**:****(2)** | ||||||||||||||||||||||||||
| Engineered Products | $ | 39,857 | $ | 40,046 | $ | 77,309 | $ | 90,172 | ||||||||||||||||||
| Clean Energy & Fueling | 94,433 | 83,839 | 184,743 | 168,566 | ||||||||||||||||||||||
| Imaging & Identification | 79,268 | 77,079 | 158,158 | 156,101 | ||||||||||||||||||||||
| Pumps & Process Solutions | 97,860 | 84,448 | 187,994 | 171,065 | ||||||||||||||||||||||
| Climate & Sustainability Technologies | 53,352 | 50,445 | 104,421 | 100,285 | ||||||||||||||||||||||
| Total adjusted segment selling, general and administrative expenses | $ | 364,770 | $ | 335,857 | $ | 712,625 | $ | 686,189 | ||||||||||||||||||
| 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 (3) | 51,123 | 44,332 | 100,227 | 88,519 | ||||||||||||||||||||||
| Restructuring and other costs (4) | 23,210 | 11,590 | 32,607 | 35,561 | ||||||||||||||||||||||
| (Gain) loss on dispositions (5) | (2,176) | 663 | (4,644) | (529,280) | ||||||||||||||||||||||
| Corporate expense / other (6) | 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) 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.
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 | $ | 13,529 | $ | 9,137 | $ | 21,839 | $ | 27,792 | |||||||||||||||
| Other costs, net | 9,681 | 2,453 | 10,768 | 7,769 | |||||||||||||||||||
| Restructuring and other costs | $ | 23,210 | $ | 11,590 | $ | 32,607 | $ | 35,561 |
(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 | 19.4 | % | 18.3 | % | 18.4 | % | 18.5 | % | |||||||||||||||
| Clean Energy & Fueling | 19.7 | % | 18.9 | % | 18.6 | % | 17.3 | % | |||||||||||||||
| Imaging & Identification | 26.3 | % | 26.4 | % | 27.0 | % | 25.8 | % | |||||||||||||||
| Pumps & Process Solutions | 30.6 | % | 28.8 | % | 30.6 | % | 27.1 | % | |||||||||||||||
| Climate & Sustainability Technologies | 18.6 | % | 18.1 | % | 16.9 | % | 16.2 | % | |||||||||||||||
| Total segments | 23.2 | % | 22.2 | % | 22.6 | % | 21.0 | % | |||||||||||||||
| Depreciation and amortization: | |||||||||||||||||||||||
| Other depreciation and amortization:(7) | |||||||||||||||||||||||
| Engineered Products | $ | 5,141 | $ | 4,778 | $ | 9,941 | $ | 9,563 | |||||||||||||||
| Clean Energy & Fueling | 8,961 | 7,627 | 17,539 | 15,548 | |||||||||||||||||||
| Imaging & Identification | 4,229 | 3,271 | 8,322 | 7,004 | |||||||||||||||||||
| Pumps & Process Solutions | 13,131 | 12,637 | 25,732 | 24,776 | |||||||||||||||||||
| Climate & Sustainability Technologies | 7,605 | 7,220 | 14,930 | 14,495 | |||||||||||||||||||
| Total other depreciation and amortization | 39,067 | 35,533 | 76,464 | 71,386 | |||||||||||||||||||
| Corporate depreciation and amortization | 1,850 | 1,759 | 3,690 | 3,490 | |||||||||||||||||||
| Depreciation and amortization included in purchase accounting expenses and restructuring and other | 53,466 | 45,448 | 101,647 | 89,635 | |||||||||||||||||||
| Consolidated depreciation and amortization total | $ | 94,383 | $ | 82,740 | $ | 181,801 | $ | 164,511 |
(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 | $ | 6,175 | $ | 3,286 | $ | 11,997 | $ | 8,456 | |||||||||||||||
| Clean Energy & Fueling | 11,687 | 7,091 | 22,780 | 17,134 | |||||||||||||||||||
| Imaging & Identification | 9,786 | 1,296 | 19,442 | 4,082 | |||||||||||||||||||
| Pumps & Process Solutions | 12,969 | 13,037 | 25,436 | 22,941 | |||||||||||||||||||
| Climate & Sustainability Technologies | 16,039 | 10,185 | 24,637 | 21,158 | |||||||||||||||||||
| Corporate | 4,276 | 927 | 4,832 | 2,101 | |||||||||||||||||||
| Total capital expenditures | $ | 60,932 | $ | 35,822 | $ | 109,124 | $ | 75,872 |
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 | $ | 1,098,778 | $ | 1,063,292 | |||||||
| Clean Energy & Fueling | 3,712,476 | 3,601,573 | |||||||||
| Imaging & Identification | 1,842,798 | 1,749,028 | |||||||||
| Pumps & Process Solutions | 3,507,312 | 2,613,405 | |||||||||
| Climate & Sustainability Technologies | 1,423,460 | 1,293,132 | |||||||||
| Corporate (8) | 1,576,460 | 2,188,730 | |||||||||
| Total assets | $ | 13,161,284 | $ | 12,509,160 |
(8) Corporate assets are comprised primarily of cash and cash equivalents.
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 | $ | 1,146,736 | $ | 1,070,682 | $ | 2,169,853 | $ | 2,085,358 | |||||||||||||||||||||||||||
| Europe | 433,469 | 411,361 | 830,760 | 844,257 | |||||||||||||||||||||||||||||||
| Asia | 213,546 | 200,236 | 422,278 | 403,300 | |||||||||||||||||||||||||||||||
| Other Americas | 168,105 | 198,887 | 328,001 | 361,010 | |||||||||||||||||||||||||||||||
| Other | 87,736 | 67,616 | 164,759 | 138,576 | |||||||||||||||||||||||||||||||
| Total | $ | 2,049,592 | $ | 1,948,782 | $ | 3,915,651 | $ | 3,832,501 | |||||||||||||||||||||||||||
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 share repurchases during the three and six months ended June 30, 2024.
As of June 30, 2025, 16,930,718 shares remain authorized for repurchase under the August 2023 share repurchase authorization.
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 | $ | 280,130 | $ | 246,587 | $ | 519,371 | $ | 848,689 | |||||||||||||||
| (Loss) earnings from discontinued operations, net | (1,066) | 35,235 | (9,486) | 65,354 | |||||||||||||||||||
| Net earnings | $ | 279,064 | $ | 281,822 | $ | 509,885 | $ | 914,043 | |||||||||||||||
| Basic earnings per common share: | |||||||||||||||||||||||
| Earnings from continuing operations | $ | 2.04 | $ | 1.79 | $ | 3.78 | $ | 6.14 | |||||||||||||||
| (Loss) earnings from discontinued operations, net | $ | (0.01) | $ | 0.26 | $ | (0.07) | $ | 0.47 | |||||||||||||||
| Net earnings | $ | 2.03 | $ | 2.05 | $ | 3.71 | $ | 6.61 | |||||||||||||||
| Weighted average shares outstanding | 137,226,000 | 137,443,000 | 137,261,000 | 138,247,000 | |||||||||||||||||||
| Diluted earnings per common share: | |||||||||||||||||||||||
| Earnings from continuing operations | $ | 2.03 | $ | 1.78 | $ | 3.76 | $ | 6.10 | |||||||||||||||
| (Loss) earnings from discontinued operations, net | $ | (0.01) | $ | 0.25 | $ | (0.07) | $ | 0.47 | |||||||||||||||
| Net earnings | $ | 2.02 | $ | 2.04 | $ | 3.69 | $ | 6.57 | |||||||||||||||
| Weighted average shares outstanding | 137,974,000 | 138,404,000 | 138,132,000 | 139,136,000 |
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 | 137,226,000 | 137,443,000 | 137,261,000 | 138,247,000 | |||||||||||||||||||
| Dilutive effect of assumed exercise of SARs and vesting of performance shares and RSUs | 748,000 | 961,000 | 871,000 | 889,000 | |||||||||||||||||||
| Weighted average shares outstanding - diluted | 137,974,000 | 138,404,000 | 138,132,000 | 139,136,000 |
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.
The weighted average number of anti-dilutive potential common shares excluded from the calculation above were approximately 61,000 and 37,000 for the three months ended June 30, 2025 and 2024, respectively and 51,000 and 72,000 for the six months ended June 30, 2025 and 2024, respectively.
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.
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.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendment requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted the guidance during fiscal year 2024 and for interim periods beginning in the first quarter of 2025.
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