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Dover(DOV) - 2025 Q3 - Quarterly Report

PART I — FINANCIAL INFORMATION This section presents the unaudited interim condensed consolidated financial statements and management's discussion and analysis for the company Item 1. Financial Statements (unaudited) This section presents the unaudited interim condensed consolidated financial statements for Dover Corporation, including statements of earnings, comprehensive earnings, balance sheets, stockholders' equity, and cash flows, along with detailed notes explaining the basis of presentation, revenue recognition, acquisitions, discontinued operations, and other financial details Condensed Consolidated Statements of Earnings This statement provides a summary of the company's revenues, expenses, and net earnings over specific interim periods | Metric | Three Months Ended Sep 30, 2025 (in thousands) | Three Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2025 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Revenue | $2,077,841 | $1,983,542 | $5,993,492 | $5,816,043 | | Gross profit | $833,594 | $763,187 | $2,397,356 | $2,212,897 | | Operating earnings | $377,153 | $333,617 | $1,028,059 | $911,291 | | Net earnings | $301,996 | $347,100 | $811,881 | $1,261,143 | | Basic EPS from continuing operations | $2.21 | $2.28 | $5.99 | $8.42 | | Diluted EPS from continuing operations | $2.20 | $2.26 | $5.96 | $8.37 | | Basic Net EPS | $2.20 | $2.53 | $5.92 | $9.14 | | Diluted Net EPS | $2.19 | $2.51 | $5.88 | $9.08 | Condensed Consolidated Statements of Comprehensive Earnings This statement details net earnings and other comprehensive income components, reflecting total changes in equity from non-owner sources | Metric | Three Months Ended Sep 30, 2025 (in thousands) | Three Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2025 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | | :------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net earnings | $301,996 | $347,100 | $811,881 | $1,261,143 | | Total foreign currency translation adjustments (net of tax) | $(15,298) | $55,121 | $126,672 | $27,107 | | Total pension and other post-retirement benefit plans (net of tax) | $(462) | $(523) | $(1,963) | $(1,571) | | Total cash flow hedges (net of tax) | $1,164 | $(1,068) | $(3,195) | $(911) | | Other comprehensive earnings (loss), net of tax | $(14,596) | $53,530 | $121,514 | $24,625 | | Comprehensive earnings | $287,400 | $400,630 | $933,395 | $1,285,768 | Condensed Consolidated Balance Sheets This statement presents the company's financial position, including assets, liabilities, and equity, at specific points in time | Asset/Liability | September 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Cash and cash equivalents | $1,552,804 | $1,844,877 | | Total current assets | $4,502,857 | $4,484,497 | | Goodwill | $5,403,860 | $4,905,702 | | Total assets | $13,420,643 | $12,509,160 | | Total current liabilities | $2,205,568 | $2,196,527 | | Long-term debt | $2,670,362 | $2,529,346 | | Total stockholders' equity | $7,662,936 | $6,953,996 | | Total liabilities and stockholders' equity | $13,420,643 | $12,509,160 | Condensed Consolidated Statements of Stockholders' Equity This statement outlines changes in equity accounts, including net earnings, dividends, and stock-based compensation, over interim periods | Item | Three Months Ended Sep 30, 2025 (in thousands) | Three Months Ended Sep 30, 2024 (in thousands) | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Net earnings | $301,996 | $347,100 | | Dividends paid | $(71,162) | $(70,723) | | Stock-based compensation expense | $6,728 | $8,290 | | Other comprehensive loss, net of tax | $(14,596) | $53,530 | | Balance at September 30 | $7,662,936 | $5,697,999 | | Item | Nine Months Ended Sep 30, 2025 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | | :------------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Net earnings | $811,881 | $1,261,143 | | Dividends paid | $(213,181) | $(212,367) | | Stock-based compensation expense | $37,605 | $32,969 | | Common stock acquired (including ASR) | $(40,700) | $(504,250) | | Other comprehensive earnings, net of tax | $121,514 | $24,625 | | Balance at September 30 | $7,662,936 | $5,697,999 | Condensed Consolidated Statements of Cash Flows This statement summarizes cash inflows and outflows from operating, investing, and financing activities for interim periods | Activity | Nine Months Ended Sep 30, 2025 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | | :------------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Net cash provided by operating activities | $794,059 | $648,881 | | Net cash (used in) provided by investing activities | $(814,627) | $63,119 | | Net cash used in financing activities | $(280,347) | $(818,445) | | Net cash (used in) provided by discontinued operations | $(11,347) | $93,925 | | Net decrease in cash and cash equivalents | $(292,073) | $(19,095) | | Cash and cash equivalents at end of period | $1,552,804 | $396,766 | Note 1 — Basis of Presentation This note explains the accounting principles and assumptions used in preparing the unaudited interim financial statements - The interim condensed consolidated financial statements are unaudited and prepared in accordance with U.S. GAAP, requiring estimates and assumptions1819 - The Environmental Solutions Group (ESG) business was sold in Q4 2024 and is reported as discontinued operations, reflecting a strategic shift20 Note 2 — Revenue This note details the company's revenue recognition policies and future revenue from unsatisfied performance obligations - Approximately 95% of the Company's revenue is recognized at a point in time, typically upon shipment or completion of acceptance provisions23 - As of September 30, 2025, $333,272 thousand in revenue is expected to be recognized in the future from unsatisfied performance obligations, with 60.5% expected through 202625 | Contract Balance | September 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------------ | :-------------------------------- | :-------------------------------- | | Contract assets - current | $28,881 | $22,413 | | Contract liabilities - current | $183,440 | $198,629 | | Contract liabilities - non-current | $4,981 | $4,452 | Note 3 — Acquisitions This note provides details on business acquisitions, including purchase prices and allocation of intangible assets, for current and prior periods - During the nine months ended September 30, 2025, the Company acquired four businesses for $665,194 thousand, primarily in Pumps & Process Solutions and Clean Energy & Fueling segments29 - Key 2025 acquisitions include Sikora AG ($608,401k), Cryogenic Machinery Corp. ($28,909k), ipp Pump Products GmbH ($16,529k), and Site IQ LLC ($11,355k)30323334 | Intangible Asset Classification (2025 Acquisitions) | Amount Allocated (in thousands) | Weighted Average Useful Life (years) | | :------------------------------------------------- | :------------------------------ | :----------------------------------- | | Goodwill (tax-deductible) | $16,499 | na | | Goodwill (non-deductible) | $346,803 | na | | Customer intangibles | $245,612 | 15 | | Unpatented technologies | $80,836 | 11 | | Trademarks | $18,645 | 15 | | Total | $708,395 | | - During the nine months ended September 30, 2024, the Company acquired seven businesses for $639,876 thousand, primarily in Clean Energy & Fueling, Engineered Products, and Imaging & Identification segments36 - Key 2024 acquisitions include Marshall Excelsior Company ($395,810k), Transchem Group ($48,241k), Bulloch Technologies, Inc. ($121,917k), Demaco Holland B.V. ($42,556k), Criteria Labs, Inc. ($14,737k), and SPS Cryogenics B.V. ($10,918k)373839404142 | Intangible Asset Classification (2024 Acquisitions) | Amount Allocated (in thousands) | Weighted Average Useful Life (years) | | :------------------------------------------------- | :------------------------------ | :----------------------------------- | | Goodwill (non-deductible) | $327,740 | na | | Customer intangibles | $273,625 | 15 | | Unpatented technologies | $29,021 | 7 | | Trademarks | $17,812 | 15 | | Total | $648,198 | | Note 4 — Discontinued and Disposed Operations This note outlines financial impacts and strategic decisions related to the sale of the ESG business and other disposed operations - The ESG business was sold on October 8, 2024, for $2.0 billion and is classified as discontinued operations due to its strategic impact45 | Metric | Three Months Ended Sep 30, 2025 (in thousands) | Three Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2025 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | | :------------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Revenue | $0 | $231,777 | $0 | $671,479 | | (Loss) earnings from discontinued operations, net | $(1,296) | $34,204 | $(10,782) | $99,558 | - A jury returned a verdict of approximately $58.9 million against the ESG business in June 2025 for litigation, but the Company does not believe a loss is probable46 - The De-Sta-Co business was sold on March 31, 2024, for $674,727 thousand, resulting in a pre-tax gain of $529,201 thousand, not classified as discontinued operations49 - A minority-owned equity method investment was sold on September 30, 2024, yielding $92,962 thousand and a pre-tax gain of $68,712 thousand5051 Note 5 — Inventories, net This note provides a breakdown of inventory components, including raw materials, work in progress, and finished goods, net of reserves | Inventory Component | September 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------ | :-------------------------------- | :-------------------------------- | | Raw materials | $772,044 | $649,993 | | Work in progress | $246,991 | $233,544 | | Finished goods | $448,108 | $390,625 | | Subtotal | $1,467,143 | $1,274,162 | | Less reserves | $(145,392) | $(129,324) | | Total | $1,321,751 | $1,144,838 | Note 6 — Property, Plant and Equipment, net This note details the company's property, plant, and equipment, including gross amounts, accumulated depreciation, and depreciation expense | PP&E Component | September 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Land | $68,312 | $62,270 | | Buildings and improvements | $700,030 | $626,075 | | Machinery, equipment and other | $2,116,015 | $1,945,479 | | Property, plant and equipment, gross | $2,884,357 | $2,633,824 | | Accumulated depreciation | $(1,785,287) | $(1,645,900) | | Property, plant and equipment, net | $1,099,070 | $987,924 | | Depreciation Expense | Three Months Ended Sep 30, 2025 (in thousands) | Three Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2025 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | | :------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Depreciation expense | $42,698 | $38,830 | $124,524 | $115,210 | Note 7 — Credit Losses This note explains the methodology for estimating credit losses on accounts receivable and presents the allowance for credit losses activity - The Company's credit loss estimate for accounts receivable is based on aging balances and historical/forward-looking customer financial condition54 | Allowance for Credit Losses | 2025 (in thousands) | 2024 (in thousands) | | :------------------------------------------ | :------------------ | :------------------ | | Balance at January 1 | $28,794 | $30,679 | | Provision for expected credit losses, net of recoveries | $6,386 | $4,039 | | Amounts written off charged against the allowance | $(6,585) | $(4,559) | | Other, including foreign currency translation | $6,749 | $(63) | | Balance at September 30 | $35,344 | $30,096 | Note 8 — Goodwill and Other Intangible Assets This note provides a detailed breakdown of goodwill by segment and other intangible assets, including amortization expense | Segment | Balance at Jan 1, 2025 (in thousands) | Acquisitions (in thousands) | Measurement Period Adjustments (in thousands) | Foreign Currency Translation (in thousands) | Balance at Sep 30, 2025 (in thousands) | | :-------------------------------- | :------------------------------------ | :-------------------------- | :------------------------------------------ | :------------------------------------------ | :------------------------------------ | | Engineered Products | $415,264 | $0 | $0 | $13,886 | $429,150 | | Clean Energy & Fueling | $1,695,397 | $7,249 | $4,677 | $43,023 | $1,750,346 | | Imaging & Identification | $1,072,031 | $0 | $0 | $42,719 | $1,114,750 | | Pumps & Process Solutions | $1,212,042 | $356,053 | $(188) | $28,681 | $1,596,588 | | Climate & Sustainability Technologies | $510,968 | $0 | $0 | $2,058 | $513,026 | | Total | $4,905,702 | $363,302 | $4,489 | $130,367 | $5,403,860 | - Goodwill increased by $363,302 thousand from 2025 acquisitions and $4,489 thousand from measurement period adjustments, primarily related to the Marshall Excelsior Company acquisition58 | Intangible Asset Class | Net Carrying Amount Sep 30, 2025 (in thousands) | Net Carrying Amount Dec 31, 2024 (in thousands) | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Customer intangibles | $1,330,100 | $1,169,628 | | Trademarks (amortized) | $135,104 | $126,471 | | Patents | $50,914 | $55,557 | | Unpatented technologies | $174,294 | $108,635 | | Distributor relationships | $11,034 | $13,386 | | Other | $12,066 | $10,700 | | Trademarks (unamortized) | $96,699 | $96,477 | | Total intangible assets, net | $1,810,211 | $1,580,854 | | Amortization Expense | Three Months Ended Sep 30, 2025 (in thousands) | Three Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2025 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | | :------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Amortization expense | $55,763 | $47,838 | $155,738 | $135,969 | Note 9 — Restructuring Activities This note details restructuring charges and accrual activities, primarily related to headcount reductions and exit costs by segment | Segment | Three Months Ended Sep 30, 2025 (in thousands) | Three Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2025 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Engineered Products | $1,062 | $991 | $4,093 | $2,969 | | Clean Energy & Fueling | $2,842 | $8,544 | $7,286 | $15,434 | | Imaging & Identification | $355 | $1,804 | $843 | $4,645 | | Pumps & Process Solutions | $1,711 | $964 | $6,302 | $3,929 | | Climate & Sustainability Technologies | $4,500 | $1,238 | $13,310 | $14,261 | | Corporate | $133 | $296 | $608 | $391 | | Total Restructuring Charges | $10,603 | $13,837 | $32,442 | $41,629 | - Restructuring charges in 2025 were primarily for exit costs and headcount reductions in Climate & Sustainability Technologies, Clean Energy & Fueling, and Pumps & Process Solutions segments61 | Accrual Activity | Balance at Jan 1, 2025 (in thousands) | Restructuring Charges (in thousands) | Payments (in thousands) | Other (in thousands) | Balance at Sep 30, 2025 (in thousands) | | :----------------------- | :------------------------------------ | :----------------------------------- | :---------------------- | :------------------- | :------------------------------------ | | Severance | $13,544 | $15,696 | $(18,445) | $1,879 | $12,674 | | Exit | $5,891 | $16,746 | $(10,365) | $(8,532) | $3,740 | | Total | $19,435 | $32,442 | $(28,810) | $(6,653) | $16,414 | Note 10 — Borrowings This note outlines the company's debt structure, credit facilities, and compliance with debt covenants | Debt Type | September 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Short-term borrowings and current portion of long-term debt | $400,646 | $400,056 | | Long-term debt (net of current portion) | $2,670,362 | $2,529,346 | | Total long-term debt (gross) | $3,070,278 | $2,928,757 | - The Company has a $1.0 billion five-year unsecured revolving credit facility (expiring April 6, 2028) and a new $500.0 million 364-day unsecured revolving credit facility (expiring April 2, 2026)64 - As of September 30, 2025, the Company was in compliance with all debt covenants, maintaining an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of 109.8 to 165 - Outstanding letters of credit, surety bonds, and other guarantees totaled approximately $235.0 million as of September 30, 202566 Note 11 — Financial Instruments This note describes the company's use of derivative financial instruments for hedging and their fair value measurements - The Company uses currency forward contracts as cash flow hedges for forecasted sales and purchases in non-functional currencies, with total notional amounts of $153,285 thousand at Sep 30, 202567 - Euro-denominated notes (€600,000k and €500,000k) and a €550,000k currency forward contract are designated as net investment hedges for euro-denominated operations71 | Net Investment Hedges | Three Months Ended Sep 30, 2025 (in thousands) | Three Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2025 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Loss on euro-denominated debt | $(896) | $(45,956) | $(138,656) | $(13,201) | | Gain (loss) on currency forward contract | $3,475 | $0 | $(12,702) | $0 | | Net gain (loss) on net investment hedges, net of tax | $1,995 | $(35,488) | $(117,142) | $(10,193) | - Derivative contracts are measured at fair value using models based on observable market inputs (Level 2 of the fair value hierarchy)77 - The estimated fair value of long-term debt was $2,693,479 thousand at Sep 30, 2025, and $2,492,535 thousand at Dec 31, 2024, classified as Level 279 Note 12 — Income Taxes This note provides details on the company's effective tax rates and potential changes in uncertain tax positions | Effective Tax Rate | Three Months Ended Sep 30, 2025 | Three Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | | :----------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Effective tax rate | 21.5% | 19.0% | 20.4% | 20.1% | - The increase in effective tax rates for both periods was primarily due to internal reorganizations in 20248182 - Uncertain tax positions may decrease by $0 to $3,699 thousand within the next twelve months due to resolutions and statute expirations83 Note 13 — Equity Incentive Program This note details the company's equity incentive awards, valuation assumptions, and stock-based compensation expense - During the nine months ended Sep 30, 2025, the Company issued 283,837 Stock-Settled Appreciation Rights (SARs), 34,458 Performance Share Awards (PSAs), and 60,544 Restricted Stock Units (RSUs)84 | SAR Valuation Assumption | 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 grant date | $66.39 | $51.17 | | Stock-Based Compensation Expense | Three Months Ended Sep 30, 2025 (in thousands) | Three Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2025 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Pre-tax stock-based compensation expense | $6,728 | $8,187 | $37,605 | $32,297 | | Total stock-based compensation expense, net of tax | $6,658 | $7,458 | $34,308 | $29,156 | Note 14 — Commitments and Contingent Liabilities This note discusses legal proceedings, environmental liabilities, and warranty accruals, assessing their potential financial impact - The Company is involved in legal proceedings related to waste disposal site cleanups and ongoing remedial activities, with estimated liabilities deemed immaterial9092 - Other legal proceedings, including product claims and patent infringement, are not expected to have a material effect on financial position9192 | Warranty Accruals | 2025 (in thousands) | 2024 (in thousands) | | :------------------------------------------ | :------------------ | :------------------ | | Balance at January 1 | $42,055 | $42,243 | | Provision for warranties | $37,971 | $42,686 | | Settlements made | $(38,667) | $(40,482) | | Other adjustments, including acquisitions and currency translation | $3,398 | $(1,260) | | Balance at September 30 | $44,757 | $43,187 | Note 15 — Other Comprehensive Earnings This note details components of other comprehensive earnings, including reclassifications to net earnings, net of tax | Reclassification to Earnings (Net of Tax) | Three Months Ended Sep 30, 2025 (in thousands) | Three Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2025 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Foreign currency translation losses | $0 | $0 | $1,858 | $13,931 | | Pension plans (amortization/settlement) | $(462) | $(523) | $(1,963) | $(1,571) | | Cash flow hedges (net loss/gain) | $1,515 | $39 | $2,079 | $(665) | Note 16 — Segment Information This note provides financial data by operating segment, including revenue, earnings, capital expenditures, assets, and geographic revenue - Dover operates through five reportable segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies98100 | Segment Revenue | Three Months Ended Sep 30, 2025 (in thousands) | Three Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2025 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Engineered Products | $279,705 | $296,117 | $810,295 | $914,234 | | Clean Energy & Fueling | $541,368 | $500,685 | $1,578,613 | $1,408,752 | | Imaging & Identification | $299,100 | $283,966 | $871,199 | $848,365 | | Pumps & Process Solutions | $550,920 | $472,463 | $1,565,047 | $1,415,431 | | Climate & Sustainability Technologies | $408,529 | $431,127 | $1,172,568 | $1,232,125 | | Total consolidated revenue | $2,077,841 | $1,983,542 | $5,993,492 | $5,816,043 | | Segment Earnings Margin | Three Months Ended Sep 30, 2025 | Three Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | | :-------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Engineered Products | 20.6 % | 19.1 % | 19.1 % | 18.7 % | | Clean Energy & Fueling | 21.9 % | 19.9 % | 19.8 % | 18.2 % | | Imaging & Identification | 27.3 % | 27.2 % | 27.1 % | 26.3 % | | Pumps & Process Solutions | 30.6 % | 29.3 % | 30.6 % | 27.9 % | | Climate & Sustainability Technologies | 18.6 % | 17.6 % | 17.5 % | 16.7 % | | Total segments | 24.2 % | 22.6 % | 23.2 % | 21.5 % | | Capital Expenditures | Three Months Ended Sep 30, 2025 (in thousands) | Three Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2025 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Engineered Products | $7,408 | $3,258 | $19,405 | $11,714 | | Clean Energy & Fueling | $6,658 | $9,871 | $29,438 | $27,005 | | Imaging & Identification | $11,607 | $2,483 | $31,049 | $6,565 | | Pumps & Process Solutions | $15,529 | $14,081 | $40,965 | $37,022 | | Climate & Sustainability Technologies | $12,849 | $6,817 | $37,486 | $27,975 | | Corporate | $99 | $1,244 | $4,931 | $3,345 | | Total capital expenditures | $54,150 | $37,754 | $163,274 | $113,626 | | Total Assets by Segment | September 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Engineered Products | $1,097,509 | $1,063,292 | | Clean Energy & Fueling | $3,672,554 | $3,601,573 | | Imaging & Identification | $1,841,993 | $1,749,028 | | Pumps & Process Solutions | $3,495,576 | $2,613,405 | | Climate & Sustainability Technologies | $1,449,799 | $1,293,132 | | Corporate | $1,863,212 | $2,188,730 | | Total assets | $13,420,643 | $12,509,160 | | Revenue by Geography | Three Months Ended Sep 30, 2025 (in thousands) | Three Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2025 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | | :------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | United States | $1,126,019 | $1,099,830 | $3,295,872 | $3,185,188 | | Europe | $464,225 | $406,556 | $1,294,985 | $1,250,813 | | Asia | $222,097 | $206,548 | $644,375 | $609,848 | | Other Americas | $182,028 | $190,829 | $510,029 | $551,839 | | Other | $83,472 | $79,779 | $248,231 | $218,355 | | Total | $2,077,841 | $1,983,542 | $5,993,492 | $5,816,043 | Note 17 — Stockholders' Equity This note outlines share repurchase authorizations and activities, including the number of shares repurchased and remaining authorization - The Board approved a share repurchase authorization in August 2023 for up to 20 million shares from January 1, 2024, through December 31, 2026104 - In the nine months ended September 30, 2025, the Company repurchased 200,000 shares for $40,700 thousand107 - As of September 30, 2025, 16,930,718 shares remained authorized for repurchase108 Note 18 — Earnings per Share This note presents basic and diluted earnings per share from continuing operations and net earnings, along with weighted average shares outstanding | EPS Metric | Three Months Ended Sep 30, 2025 | Three Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | | :------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Basic EPS from continuing operations | $2.21 | $2.28 | $5.99 | $8.42 | | Diluted EPS from continuing operations | $2.20 | $2.26 | $5.96 | $8.37 | | Basic Net EPS | $2.20 | $2.53 | $5.92 | $9.14 | | Diluted Net EPS | $2.19 | $2.51 | $5.88 | $9.08 | | Weighted Average Shares Outstanding | Three Months Ended Sep 30, 2025 | Three Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | | :------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Basic | 137,236,000 | 137,251,000 | 137,254,000 | 137,913,000 | | Diluted | 138,029,000 | 138,223,000 | 138,099,000 | 138,830,000 | Note 19 — Recent Accounting Pronouncements This note summarizes recently issued and adopted accounting standards updates and their expected or actual impact on the financial statements - Recently issued ASUs include improvements to income tax disclosures (ASU 2023-09), expense disaggregation (ASU 2024-03), credit losses for receivables (ASU 2025-05), and internal-use software accounting (ASU 2025-06)111112113114 - The Company adopted ASU 2022-04 (Supplier Finance Programs) and ASU 2023-07 (Segment Reporting) in fiscal years 2023 and 2024/2025, respectively, with no material impact on financial statements115117 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Dover's financial performance, condition, and results of operations for the three and nine months ended September 30, 2025, compared to the prior year. It covers consolidated results, segment-specific performance, restructuring activities, financial condition, liquidity, and capital resources, including non-GAAP measures Overview This section provides a high-level summary of the company's business, recent financial performance, and key operational drivers - Dover is a diversified global manufacturer and solutions provider across five operating segments120 - Q3 2025 revenue increased 4.8% YoY to $2.1 billion, driven by acquisition-related growth (3.0%), favorable foreign currency (1.3%), and organic growth (0.5%)121 - Organic revenue growth in Q3 2025 was led by Pumps & Process Solutions (5.6%), Clean Energy & Fueling (4.8%), and Imaging & Identification (3.0%), partially offset by declines in Engineered Products (-7.0%) and Climate & Sustainability Technologies (-6.5%)122 - Bookings for Q3 2025 were $2.0 billion, up 7.9% YoY, primarily due to strong bookings in Climate & Sustainability Technologies and Pumps & Process Solutions125 Consolidated Results of Operations This section analyzes the company's overall financial performance, including revenue, gross profit, operating earnings, and net earnings trends | Metric | 3M Ended Sep 30, 2025 | 3M Ended Sep 30, 2024 | % Change | 9M Ended Sep 30, 2025 | 9M Ended Sep 30, 2024 | % Change | | :------------------------------------------ | :-------------------- | :-------------------- | :------- | :-------------------- | :-------------------- | :------- | | Revenue (in thousands) | $2,077,841 | $1,983,542 | 4.8 % | $5,993,492 | $5,816,043 | 3.1 % | | Gross profit (in thousands) | $833,594 | $763,187 | 9.2 % | $2,397,356 | $2,212,897 | 8.3 % | | Gross profit margin | 40.1 % | 38.5 % | 1.6 pts | 40.0 % | 38.0 % | 2.0 pts | | SG&A expenses (in thousands) | $456,441 | $429,570 | 6.3 % | $1,369,297 | $1,301,606 | 5.2 % | | Operating earnings (in thousands) | $377,153 | $333,617 | 13.0 % | $1,028,059 | $911,291 | 12.8 % | | Net earnings (in thousands) | $301,996 | $347,100 | (13.0)% | $811,881 | $1,261,143 | (35.6)% | | Diluted EPS from continuing operations | $2.20 | $2.26 | (2.7)% | $5.96 | $8.37 | (28.8)% | - Q3 2025 revenue growth was driven by acquisition-related growth (3.0%), foreign currency translation (1.3%), and organic growth (0.5%), with customer pricing favorably impacting revenue by 2.1%129 - Gross profit margin increased by 160 basis points in Q3 2025 and 200 basis points in 9M 2025, driven by productivity, favorable portfolio mix, positive price vs. cost, and restructuring benefits132133 - Interest expense, net, decreased by 67.4% in Q3 2025 and 71.1% in 9M 2025, primarily due to higher interest income from investments and reduced commercial paper borrowings137 - Earnings from continuing operations decreased by 3.1% in Q3 2025 and 29.2% in 9M 2025, mainly due to prior year's after-tax gains on dispositions (De-Sta-Co and minority equity investment)144145 - Loss from discontinued operations, net, was $1.3 million in Q3 2025 and $10.8 million in 9M 2025, compared to earnings in the prior year due to the ESG sale146 Segment Results of Operations This section provides a detailed analysis of the financial performance for each of the company's operating segments Engineered Products This segment's performance is analyzed, focusing on revenue, earnings, and bookings, highlighting drivers of change | Metric | 3M Ended Sep 30, 2025 | 3M Ended Sep 30, 2024 | % Change | 9M Ended Sep 30, 2025 | 9M Ended Sep 30, 2024 | % Change | | :-------------------- | :-------------------- | :-------------------- | :------- | :-------------------- | :-------------------- | :------- | | Revenue (in thousands) | $279,705 | $296,117 | (5.5)% | $810,295 | $914,234 | (11.4)% | | Segment earnings (in thousands) | $57,483 | $56,621 | 1.5 % | $155,108 | $171,248 | (9.4)% | | Segment earnings margin | 20.6 % | 19.1 % | | 19.1 % | 18.7 % | | | Bookings (in thousands) | $273,278 | $284,823 | (4.1)% | $814,387 | $895,290 | (9.0)% | | Organic revenue decline | (7.0)% | | | (6.8)% | | | - Q3 2025 organic revenue decline was primarily due to lower volumes in vehicle service business, partially offset by aerospace and defense demand152 - Segment earnings increased due to favorable price vs. cost, productivity, and restructuring benefits, despite lower volumes153 Clean Energy & Fueling This segment's performance is analyzed, focusing on revenue, earnings, and bookings, highlighting drivers of change | Metric | 3M Ended Sep 30, 2025 | 3M Ended Sep 30, 2024 | % Change | 9M Ended Sep 30, 2025 | 9M Ended Sep 30, 2024 | % Change | | :-------------------- | :-------------------- | :-------------------- | :------- | :-------------------- | :-------------------- | :------- | | Revenue (in thousands) | $541,368 | $500,685 | 8.1 % | $1,578,613 | $1,408,752 | 12.1 % | | Segment earnings (in thousands) | $118,665 | $99,536 | 19.2 % | $312,080 | $256,747 | 21.6 % | | Segment earnings margin | 21.9 % | 19.9 % | | 19.8 % | 18.2 % | | | Bookings (in thousands) | $509,553 | $507,329 | 0.4 % | $1,580,231 | $1,421,025 | 11.2 % | | Organic revenue growth | 4.8 % | | | 4.9 % | | | - Q3 2025 organic revenue growth was driven by pricing actions and favorable demand in retail fueling, fluid transport, and clean energy components160 - Segment earnings increased due to higher volumes, favorable price vs. cost, acquisitions, and restructuring benefits161 Imaging & Identification This segment's performance is analyzed, focusing on revenue, earnings, and bookings, highlighting drivers of change | Metric | 3M Ended Sep 30, 2025 | 3M Ended Sep 30, 2024 | % Change | 9M Ended Sep 30, 2025 | 9M Ended Sep 30, 2024 | % Change | | :-------------------- | :-------------------- | :-------------------- | :------- | :-------------------- | :-------------------- | :------- | | Revenue (in thousands) | $299,100 | $283,966 | 5.3 % | $871,199 | $848,365 | 2.7 % | | Segment earnings (in thousands) | $81,772 | $77,247 | 5.9 % | $236,284 | $222,992 | 6.0 % | | Segment earnings margin | 27.3 % | 27.2 % | | 27.1 % | 26.3 % | | | Bookings (in thousands) | $292,229 | $281,289 | 3.9 % | $872,490 | $848,363 | 2.8 % | | Organic revenue growth | 3.0 % | | | 2.2 % | | | - Q3 2025 organic revenue growth was driven by pricing and growth in core marking and coding equipment and serialization software168 - Segment earnings increased due to favorable price vs. cost dynamics and productivity initiatives169 Pumps & Process Solutions This segment's performance is analyzed, focusing on revenue, earnings, and bookings, highlighting drivers of change | Metric | 3M Ended Sep 30, 2025 | 3M Ended Sep 30, 2024 | % Change | 9M Ended Sep 30, 2025 | 9M Ended Sep 30, 2024 | % Change | | :-------------------- | :-------------------- | :-------------------- | :------- | :-------------------- | :-------------------- | :------- | | Revenue (in thousands) | $550,920 | $472,463 | 16.6 % | $1,565,047 | $1,415,431 | 10.6 % | | Segment earnings (in thousands) | $168,565 | $138,277 | 21.9 % | $479,344 | $394,231 | 21.6 % | | Segment earnings margin | 30.6 % | 29.3 % | | 30.6 % | 27.9 % | | | Bookings (in thousands) | $510,960 | $448,074 | 14.0 % | $1,540,405 | $1,383,132 | 11.4 % | | Organic revenue growth | 5.6 % | | | 5.3 % | | | - Q3 2025 revenue growth was driven by acquisitions (9.1%), organic growth (5.6%), and foreign currency (1.9%)174 - Organic revenue growth was primarily from biopharma components, thermal connectors for data centers, and precision components, partially offset by plastics and polymer processing declines175 - Segment earnings increased due to higher volumes, productivity, favorable portfolio mix, and acquisitions176 Climate & Sustainability Technologies This segment's performance is analyzed, focusing on revenue, earnings, and bookings, highlighting drivers of change | Metric | 3M Ended Sep 30, 2025 | 3M Ended Sep 30, 2024 | % Change | 9M Ended Sep 30, 2025 | 9M Ended Sep 30, 2024 | % Change | | :-------------------- | :-------------------- | :-------------------- | :------- | :-------------------- | :-------------------- | :------- | | Revenue (in thousands) | $408,529 | $431,127 | (5.2)% | $1,172,568 | $1,232,125 | (4.8)% | | Segment earnings (in thousands) | $76,002 | $76,015 | — % | $205,383 | $205,901 | (0.3)% | | Segment earnings margin | 18.6 % | 17.6 % | | 17.5 % | 16.7 % | | | Bookings (in thousands) | $415,099 | $332,503 | 24.8 % | $1,194,968 | $1,191,858 | 0.3 % | | Organic revenue decline | (6.5)% | | | (5.4)% | | | - Q3 2025 organic revenue decline was due to project timing in retail refrigeration, partially offset by demand growth in low-GWP CO2 refrigerant systems and beverage can-making equipment183 - Segment earnings were flat in Q3 2025, with lower volumes offset by productivity and favorable mix from CO2 refrigerant systems growth184 - Bookings increased 24.8% in Q3 2025 due to sequential improvement in retail refrigeration, favorable heat exchanger demand, and beverage can-making orders184 Reconciliation of Segment Earnings to Earnings from Continuing Operations This section reconciles total segment earnings to consolidated earnings from continuing operations, detailing adjustments | Reconciliation Item | 3M Ended Sep 30, 2025 (in thousands) | 3M Ended Sep 30, 2024 (in thousands) | 9M Ended Sep 30, 2025 (in thousands) | 9M Ended Sep 30, 2024 (in thousands) | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Total segment earnings | $502,487 | $447,696 | $1,388,199 | $1,251,119 | | Purchase accounting expenses | $59,381 | $48,356 | $159,608 | $136,875 | | Restructuring and other costs | $15,913 | $16,581 | $48,520 | $52,142 | | Gain on dispositions | $0 | $(68,633) | $(4,644) | $(597,913) | | Corporate expense / other | $31,515 | $36,110 | $125,349 | $117,795 | | Interest expense | $27,239 | $34,128 | $81,638 | $102,867 | | Interest income | $(17,804) | $(5,176) | $(55,993) | $(14,013) | | Earnings before provision for income taxes | $386,243 | $386,330 | $1,033,721 | $1,453,366 | | Provision for income taxes | $82,951 | $73,434 | $211,058 | $291,781 | | Earnings from continuing operations | $303,292 | $312,896 | $822,663 | $1,161,585 | Restructuring and Other Costs (Benefits) This section details restructuring charges and other related costs or benefits impacting financial performance - Restructuring charges for Q3 and 9M 2025 were $10.6 million and $32.4 million, respectively, primarily for exit costs and headcount reductions in Climate & Sustainability Technologies, Clean Energy & Fueling, and Pumps & Process Solutions187188 - Other costs, net, for Q3 and 9M 2025 were $5.3 million and $16.1 million, respectively, including costs for footprint reduction and product line exit in Climate & Sustainability Technologies187188 - Restructuring and other costs for Q3 and 9M 2024 were $16.6 million and $52.1 million, respectively, mainly from Clean Energy & Fueling and Climate & Sustainability Technologies189190 Purchase Accounting Expenses This section outlines expenses arising from purchase accounting adjustments related to business acquisitions | Segment | 3M Ended Sep 30, 2025 (in thousands) | 3M Ended Sep 30, 2024 (in thousands) | 9M Ended Sep 30, 2025 (in thousands) | 9M Ended Sep 30, 2024 (in thousands) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Engineered Products | $2,841 | $2,806 | $8,283 | $8,049 | | Clean Energy & Fueling | $25,281 | $24,928 | $75,985 | $67,231 | | Imaging & Identification | $5,951 | $5,914 | $17,405 | $17,320 | | Pumps & Process Solutions | $20,887 | $9,658 | $44,690 | $29,131 | | Climate & Sustainability Technologies | $4,421 | $5,050 | $13,245 | $15,144 | | Total | $59,381 | $48,356 | $159,608 | $136,875 | - The increase in purchase accounting expenses for Pumps & Process Solutions was primarily due to the acquisition of Sikora in Q2 2025191 Financial Condition This section assesses the company's financial health, including cash flows, working capital, and liquidity Cash Flow Summary This summary highlights cash flows from operating, investing, and financing activities and changes in working capital | Cash Flow Activity | Nine Months Ended Sep 30, 2025 (in thousands) | Nine Months Ended Sep 30, 2024 (in thousands) | | :------------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Net cash provided by operating activities | $794,059 | $648,881 | | Net cash (used in) provided by investing activities | $(814,627) | $63,119 | | Net cash used in financing activities | $(280,347) | $(818,445) | - Cash flow from operating activities increased by $145.2 million in 9M 2025, driven by higher operating earnings194 | Adjusted Working Capital | September 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------- | :-------------------------------- | :-------------------------------- | | Receivables, net | $1,451,935 | $1,354,225 | | Inventories, net | $1,321,751 | $1,144,838 | | Less: Accounts payable | $861,570 | $848,006 | | Adjusted working capital | $1,912,116 | $1,651,057 | - Adjusted working capital increased by $261.1 million (15.8%) year-to-date, primarily due to increases in net receivables and inventory195 Investing Activities This section details cash flows related to acquisitions, capital expenditures, and proceeds from dispositions - In 9M 2025, $663.2 million was deployed for four business acquisitions, compared to $602.7 million for seven businesses in 9M 2024200 - Capital expenditures increased by $49.6 million in 9M 2025, totaling $163.3 million, and are estimated to range from $190.0 million to $210.0 million for the full year 2025197200 - Proceeds from dispositions in 9M 2025 were $6.0 million, compared to $767.7 million in 9M 2024 (primarily from the De-Sta-Co sale)196 Financing Activities This section outlines cash flows from debt, equity transactions, share repurchases, and dividend payments - The Company repurchased 200,000 shares for $40.7 million in 9M 2025, significantly less than the $500.0 million used for share repurchases in 9M 2024201 - No commercial paper borrowings occurred in 9M 2025, while $89.0 million was used to pay off commercial paper in 9M 2024201 - Total dividend payments were $213.2 million in 9M 2025, with dividends paid per common share increasing 1.0% to $1.55201 Liquidity and Capital Resources This section evaluates the company's ability to meet short-term and long-term obligations and fund operations | Free Cash Flow Metric | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Cash flow provided by operating activities (in thousands) | $794,059 | $648,881 | | Capital expenditures (in thousands) | $(163,274) | $(113,626) | | Free cash flow (in thousands) | $630,785 | $535,255 | | Free cash flow as a percentage of revenue | 10.5 % | 9.2 % | | Free cash flow as a percentage of earnings from continuing operations | 76.7 % | 46.1 % | - Free cash flow increased by $95.5 million in 9M 2025, primarily due to higher operating earnings, despite increased capital expenditures202 - The Company maintains $1.0 billion five-year and $500.0 million 364-day unsecured revolving credit facilities, with no outstanding borrowings as of Sep 30, 202520364 - Cash and cash equivalents totaled $1.6 billion at Sep 30, 2025, with $567.9 million held outside the U.S206 | Net Debt to Net Capitalization | September 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :----------------------------- | :-------------------------------- | :-------------------------------- | | Total debt | $3,071,008 | $2,929,402 | | Less: Cash and cash equivalents | $(1,552,804) | $(1,844,877) | | Net debt | $1,518,204 | $1,084,525 | | Add: Stockholders' equity | $7,662,936 | $6,953,996 | | Net capitalization | $9,181,140 | $8,038,521 | | Net debt to net capitalization | 16.5 % | 13.5 % | - The net debt to net capitalization ratio increased to 16.5% at Sep 30, 2025, from 13.5% at Dec 31, 2024, due to increased euro-denominated debt value and decreased cash from acquisitions208 Critical Accounting Estimates This section discusses key accounting estimates and judgments that significantly impact the financial statements - The financial statements rely on estimates, assumptions, and judgments in applying GAAP, which are consistently reviewed for reasonableness210 Recent Accounting Standards This section outlines the impact of recently adopted and issued accounting standards on the company's financial reporting - The adoption of recent accounting standards is not expected to have a significant impact on revenue, earnings, or liquidity211 Special Note Regarding Forward-Looking Statements This note cautions readers about forward-looking statements, highlighting inherent risks and uncertainties - The report contains forward-looking statements subject to risks, uncertainties, and assumptions, including economic conditions, supply chain, customer demand, and acquisitions212 - The Company undertakes no obligation to publicly update any forward-looking statement212 Non-GAAP Disclosures This section explains the use of non-GAAP financial measures and their purpose in providing additional investor information - Non-GAAP measures like free cash flow, net debt, adjusted working capital, and organic revenue growth are used to provide additional useful information to investors214215 Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that there has been no significant change in the Company's exposure to market risk during the nine months ended September 30, 2025 - No significant change in market risk exposure occurred during the nine months ended September 30, 2025217 Item 4. Controls and Procedures Management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective as of September 30, 2025, and there were no material changes to internal control over financial reporting during the third quarter of 2025 - Disclosure controls and procedures were effective as of September 30, 2025218 - No material changes in internal control over financial reporting occurred during the third quarter of 2025219 PART II — OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal, risk, and equity matters Item 1. Legal Proceedings This section refers to Note 14 in the financial statements for details on legal proceedings, indicating that no new material information is presented here - Refer to Note 14 — Commitments and Contingent Liabilities for details on legal proceedings220 Item 1A. Risk Factors This section states that there have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K - No material changes from the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024221 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section provides an update on the Company's share repurchase authorization, noting no repurchases were made during the third quarter of 2025 and detailing the remaining authorized shares - No share repurchases were made under the August 2023 authorization during the three months ended September 30, 2025226 - As of September 30, 2025, 16,930,718 shares remained available for repurchase under the current authorization226 Item 3. Defaults Upon Senior Securities This item is marked as not applicable, indicating no defaults upon senior securities - Not applicable223 Item 4. Mine Safety Disclosures This item is marked as not applicable, indicating no mine safety disclosures - Not applicable224 Item 5. Other Information This section states that no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements during the nine months ended September 30, 2025 - No director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements during the nine months ended September 30, 2025225 Item 6. Exhibits This section lists the exhibits filed as part of the Form 10-Q, including various certifications and XBRL formatted financial statements - Exhibits include certificates pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350, and financial statements formatted in iXBRL228 SIGNATURES This section contains the official certifications and signatures of the company's authorized financial officers Signatures This section contains the required signatures of the authorized officers, Christopher B. Woenker (Senior Vice President & Chief Financial Officer) and Ryan W. Paulson (Vice President, Controller), certifying the filing of the Form 10-Q - The report is signed by Christopher B. Woenker, Senior Vice President & Chief Financial Officer, and Ryan W. Paulson, Vice President, Controller, on October 23, 2025231