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0000029905falseDOVER Corp00000299052025-04-242025-04-240000029905us-gaap:CommonStockMember2025-04-242025-04-240000029905dov:A1250NotesDue2026Member2025-04-242025-04-240000029905dov:A0750NotesDue2027Member2025-04-242025-04-24


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________ 

FORM 8-K
_______________________________ 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2025
_______________________________
Image1.jpg
DOVER CORPORATION
(Exact name of registrant as specified in its charter)
______________________________________________
Delaware 1-4018 53-0257888
(State or other jurisdiction of incorporation)  (Commission File Number) (I.R.S. Employer Identification No.)
     
3005 Highland Parkway  
Downers Grove, Illinois
60515
(Address of Principal Executive Offices) (Zip Code)
(630) 541-1540
(Registrant’s telephone number, including area code)
 ______________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock DOV New York Stock Exchange
1.250% Notes due 2026 DOV 26 New York Stock Exchange
0.750% Notes due 2027 DOV 27 New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐            
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Item 2.02 Results of Operations and Financial Condition.
 
On April 24, 2025, Dover Corporation ("Dover") issued the Press Release attached hereto as Exhibit 99.1 announcing its results of operations for the quarter ended March 31, 2025.
 
The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission (the “SEC”) and shall not be deemed to be incorporated by reference into any of Dover’s filings with the SEC under the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure.

As previously announced, on April 24, 2025, Dover will hold an investor conference call and webcast at 8:30 a.m. Central time (9:30 a.m.. Eastern time) to discuss its results of operations for the quarter ended March 31, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this report:

99.1 Press Release dated April 24, 2025

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





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
   
Date: April 24, 2025 DOVER CORPORATION
  (Registrant)
     
  By: /s/ Ivonne M. Cabrera
    Ivonne M. Cabrera
    Senior Vice President, General Counsel & Secretary
     



EX-99.1 2 a202504248-kexhibit991pr.htm EX-99.1 Document

Exhibit 99.1
doverlogoa.jpg
Investor Contact: Media Contact:
Jack Dickens Adrian Sakowicz
Vice President - Investor Relations
Vice President - Communications
(630) 743-2566 (630) 743-5039
jdickens@dovercorp.com asakowicz@dovercorp.com

DOVER REPORTS FIRST QUARTER 2025 RESULTS


DOWNERS GROVE, Ill., April 24, 2025 — Dover (NYSE: DOV), a diversified global manufacturer, announced its financial results for the first quarter ended March 31, 2025. All comparisons are to the comparable period of the prior fiscal year, unless otherwise noted.
Three Months Ended March 31,
($ in millions, except per share data) 2025 2024
% Change*
U.S. GAAP
Revenue $ 1,866  $ 1,884  (1) %
Earnings from continuing operations
239  602  (60) %
Diluted EPS from continuing operations
1.73  4.30  (60) %
Non-GAAP
Organic revenue change %
Adjusted earnings from continuing operations 1
283  241  18  %
Adjusted diluted EPS from continuing operations
2.05  1.72  19  %

1 Q1 2025 and 2024 adjusted earnings from continuing operations exclude after-tax purchase accounting expenses, restructuring and other costs and gain (loss) on dispositions.
* Change may be impacted by rounding.

For the quarter ended March 31, 2025, Dover generated revenue of $1.9 billion, a decrease of 1% (+1% organic). GAAP earnings from continuing operations of $239 million decreased 60%, and GAAP diluted EPS from continuing operations of $1.73 was down 60%, principally due to the gain on the disposition of De-Sta-Co in the comparable quarter of the prior year. On an adjusted basis, earnings from continuing operations of $283 million were up 18% and adjusted diluted EPS from continuing operations of $2.05 was up 19%.

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

MANAGEMENT COMMENTARY:

Dover's President and Chief Executive Officer, Richard J. Tobin, said, “Dover’s first quarter results were encouraging, with favorable book-to-bill across all five segments and growing momentum throughout the quarter providing support for our near-term outlook.

"Demand and order trends were broad-based in the quarter, with particular strength in our secular-growth-exposed markets in single-use biopharma components, thermal connectors, and CO2 systems. A majority of our second quarter revenue is already in our backlog. Margin performance in the quarter was exceptional, driven by the positive mix impact from our high-margin, high-growth platforms, and our proactive cost management and productivity actions.







"Against the backdrop of a highly dynamic global trading environment, we believe we are comparatively well-positioned. We are a collection of niche operating companies in well-structured markets with agile business models and manageable supply chains. We tend to manufacture in the same regions in which we sell, with our cost and revenue bases largely aligned. And we currently have an advantaged capital position that serves as a healthy insurance policy while allowing us to opportunistically play offense in capital deployment decisions.

"We have a proven execution playbook to preserve profitability with levers to flexibly respond to changing and uncertain macroeconomic environments, as evidenced by our performance during the recent pandemic. We are confident in Dover's ability to navigate the current environment with a focus on near-term execution and full coordination between our operating businesses and the corporate center to continue driving shareholder value creation."

FULL YEAR 2025 GUIDANCE:

In 2025, Dover expects to generate GAAP EPS from continuing operations in the range of $8.04 to $8.24 (adjusted EPS from continuing operations of $9.20 to $9.40), based on full year revenue growth of 2% to 4% (all-in and organic).

CONFERENCE CALL INFORMATION:

Dover will host a webcast and conference call to discuss its first quarter results at 9:30 A.M. Eastern Time (8:30 A.M. Central Time) on Thursday, April 24, 2025. The webcast can be accessed on the Dover website at dovercorporation.com. The conference call will also be made available for replay on the website. Additional information on Dover's results and its operating segments can be found on the Company's website.

ABOUT DOVER:

Dover is a diversified global manufacturer and solutions provider with annual revenue of over $7 billion. We deliver innovative equipment and components, consumable supplies, aftermarket parts, software and digital solutions, and support services through five operating segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions and Climate & Sustainability Technologies. Dover combines global scale with operational agility to lead the markets we serve. Recognized for our entrepreneurial approach for over 70 years, our team of approximately 24,000 employees takes an ownership mindset, collaborating with customers to redefine what's possible. Headquartered in Downers Grove, Illinois, Dover trades on the New York Stock Exchange under "DOV."

FORWARD-LOOKING STATEMENTS:

This press release contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements in this document other than statements of historical fact are statements that are, or could be deemed, "forward-looking" statements. Forward-looking statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Company's control. Factors that could cause actual results to differ materially from current expectations include, among other things, general economic conditions and conditions in the particular markets in which we operate; supply chain constraints and labor shortages that could result in production stoppages; inflation in material input costs and freight logistics; the impacts of natural or human-induced disasters, acts of war, terrorism, international conflicts, and public health crises on the global economy and on our customers, suppliers, employees, business and cash flows; changes in customer demand and capital spending; competitive factors and pricing pressures; our ability to develop and launch new products in a cost-effective manner; changes in law, including the effect of tax laws and developments with respect to trade policy and tariffs; our ability to identify, consummate and successfully integrate and realize synergies from newly acquired businesses; acquisition valuation levels; the impact of interest rate and currency exchange rate fluctuations; capital allocation plans and changes in those plans, including with respect to dividends, share repurchases, investments in research and development, capital expenditures and acquisitions; our ability to effectively deploy capital resulting from dispositions; our ability to derive expected benefits from restructurings, productivity initiatives and other cost reduction actions; the impact of legal compliance risks and litigation, including with respect to product quality and safety, cybersecurity and privacy; and our ability to capture and protect intellectual property rights. For details on the risks and uncertainties that could cause our results to differ materially from the forward-looking statements contained herein, we refer you to the documents we file with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These documents are available from the Securities and Exchange Commission, and on our website, dovercorporation.com. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.




INVESTOR SUPPLEMENT - FIRST QUARTER 2025

DOVER CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)(in thousands)

Three Months Ended March 31,
2025 2024
Revenue $ 1,866,059  $ 1,883,719 
Cost of goods and services 1,120,559  1,186,532 
Gross profit 745,500  697,187 
Selling, general and administrative expenses 449,191  442,981 
Operating earnings 296,309  254,206 
Interest expense 27,608  36,365 
Interest income (20,254) (4,756)
Gain on dispositions (2,468) (529,943)
Other income, net (3,958) (7,139)
Earnings before provision for income taxes 295,381  759,679 
Provision for income taxes 56,140  157,577 
Earnings from continuing operations 239,241  602,102 
(Loss) earnings from discontinued operations, net
(8,420) 30,119 
Net earnings
$ 230,821  $ 632,221 
IS - 1


DOVER CORPORATION
QUARTERLY EARNINGS PER SHARE
(unaudited)(in thousands, except per share data*)
Earnings Per Share
2025 2024
Q1 Q1 Q2 Q3 Q4 FY 2024
Basic (loss) earnings per share:
Continuing operations $ 1.74  $ 4.33  $ 1.79  $ 2.28  $ 1.74  $ 10.16 
Discontinued operations $ (0.06) $ 0.22  $ 0.26  $ 0.25  $ 8.73  $ 9.42 
Net earnings $ 1.68  $ 4.55  $ 2.05  $ 2.53  $ 10.47  $ 19.58 
Diluted (loss) earnings per share:
Continuing operations $ 1.73  $ 4.30  $ 1.78  $ 2.26  $ 1.72  $ 10.09 
Discontinued operations $ (0.06) $ 0.22  $ 0.25  $ 0.25  $ 8.66  $ 9.35 
Net earnings $ 1.67  $ 4.52  $ 2.04  $ 2.51  $ 10.38  $ 19.45 
Net (loss) earnings and weighted average shares used in calculated (loss) earnings per share amounts are as follows:
Continuing operations $ 239,241  $ 602,102  $ 246,587  $ 312,896  $ 238,383  $ 1,399,968 
Discontinued operations (8,420) 30,119  35,235  34,204  1,197,600  1,297,158 
Net earnings $ 230,821  $ 632,221  $ 281,822  $ 347,100  $ 1,435,983  $ 2,697,126 
Weighted average shares outstanding:
Basic 137,267  139,051  137,443  137,251  137,205  137,735 
Diluted 138,260  139,869  138,404  138,223  138,298  138,696 
Dividends paid per common share $ 0.515  $ 0.51  $ 0.51  $ 0.515  $ 0.515  $ 2.05 
* Per share data may be impacted by rounding.


IS - 2


DOVER CORPORATION
QUARTERLY SEGMENT INFORMATION
(unaudited)(in thousands)
2025 2024
Q1 Q1 Q2 Q3 Q4 FY 2024
REVENUE
Engineered Products $ 254,646  $ 332,820  $ 285,297  $ 296,117  $ 288,223  $ 1,202,457 
Clean Energy & Fueling 491,148  445,053  463,014  500,685  528,032  1,936,784 
Imaging & Identification 280,090  276,806  287,593  283,966  288,800  1,137,165 
Pumps & Process Solutions 493,573  465,729  477,239  472,463  479,135  1,894,566 
Climate & Sustainability Technologies 347,888  364,292  436,706  431,127  347,524  1,579,649 
Intersegment eliminations (1,286) (981) (1,067) (816) (1,848) (4,712)
Total consolidated revenue $ 1,866,059  $ 1,883,719  $ 1,948,782  $ 1,983,542  $ 1,929,866  $ 7,745,909 
EARNINGS FROM CONTINUING OPERATIONS
Segment Earnings:
Engineered Products $ 44,114  $ 62,532  $ 52,095  $ 56,621  $ 59,989  $ 231,237 
Clean Energy & Fueling 85,644  69,675  87,536  99,536  103,246  359,993 
Imaging & Identification 77,575  69,959  75,786  77,247  78,715  301,707 
Pumps & Process Solutions 151,275  118,737  137,217  138,277  142,375  536,606 
Climate & Sustainability Technologies 52,119  50,759  79,127  76,015  44,974  250,875 
Total segment earnings 410,727  371,662  431,761  447,696  429,299  1,680,418 
Purchase accounting expenses 1
49,104  44,187  44,332  48,356  49,366  186,241 
Restructuring and other costs 2
9,397  23,971  11,590  16,581  32,841  84,983 
(Gain) loss on dispositions 3
(2,468) (529,943) 663  (68,633) 115  (597,798)
Corporate expense / other 4
51,959  42,159  39,526  36,110  38,168  155,963 
Interest expense 27,608  36,365  32,374  34,128  28,304  131,171 
Interest income (20,254) (4,756) (4,081) (5,176) (23,145) (37,158)
Earnings before provision for income taxes 295,381  759,679  307,357  386,330  303,650  1,757,016 
Provision for income taxes 56,140  157,577  60,770  73,434  65,267  357,048 
Earnings from continuing operations $ 239,241  $ 602,102  $ 246,587  $ 312,896  $ 238,383  $ 1,399,968 
SEGMENT EARNINGS MARGIN
Engineered Products 17.3 % 18.8 % 18.3 % 19.1 % 20.8 % 19.2 %
Clean Energy & Fueling 17.4 % 15.7 % 18.9 % 19.9 % 19.6 % 18.6 %
Imaging & Identification 27.7 % 25.3 % 26.4 % 27.2 % 27.3 % 26.5 %
Pumps & Process Solutions 30.6 % 25.5 % 28.8 % 29.3 % 29.7 % 28.3 %
Climate & Sustainability Technologies 15.0 % 13.9 % 18.1 % 17.6 % 12.9 % 15.9 %
Total segment earnings margin 22.0 % 19.7 % 22.2 % 22.6 % 22.2 % 21.7 %
1 Purchase accounting expenses are primarily comprised of amortization of intangible assets.
2 Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges.
3 (Gain) loss on dispositions, including post-closing adjustments.
4 Certain expenses are maintained at the corporate level and not allocated to the segments. These expenses include executive and functional compensation costs, non-service pension costs, non-operating insurance expenses, shared business services and digital and IT overhead costs, deal-related expenses and various administrative expenses relating to the corporate headquarters.

IS - 3


DOVER CORPORATION
QUARTERLY ADJUSTED EARNINGS AND ADJUSTED EARNINGS PER SHARE (NON-GAAP)
(unaudited)(in thousands, except per share data*)
Non-GAAP Reconciliations
2025 2024
Q1 Q1 Q2 Q3 Q4 FY 2024
Adjusted earnings from continuing operations:
Earnings from continuing operations
$ 239,241  $ 602,102  $ 246,587  $ 312,896  $ 238,383  $ 1,399,968 
Purchase accounting expenses, pre-tax 1
49,104  44,187  44,332  48,356  49,366  186,241 
Purchase accounting expenses, tax impact 2
(10,919) (9,711) (9,760) (10,633) (10,911) (41,015)
Restructuring and other costs, pre-tax 3
9,397  23,971  11,590  16,581  32,841  84,983 
Restructuring and other costs, tax impact 2
(1,887) (4,734) (2,479) (3,465) (6,864) (17,542)
(Gain) loss on dispositions, pre-tax 4
(2,468) (529,943) 663  (68,633) 115  (597,798)
(Gain) loss on dispositions, tax-impact 2
689  114,973  (144) 18,889  1,695  135,413 
Adjusted earnings from continuing operations
$ 283,157  $ 240,845  $ 290,789  $ 313,991  $ 304,625  $ 1,150,250 
Adjusted diluted earnings per share from continuing operations:
Diluted earnings per share from continuing operations
$ 1.73  $ 4.30  $ 1.78  $ 2.26  $ 1.72  $ 10.09 
Purchase accounting expenses, pre-tax 1
0.36  0.32  0.32  0.35  0.36  1.34 
Purchase accounting expenses, tax impact 2
(0.08) (0.07) (0.07) (0.08) (0.08) (0.30)
Restructuring and other costs, pre-tax 3
0.07  0.17  0.08  0.12  0.24  0.61 
Restructuring and other costs, tax impact 2
(0.01) (0.03) (0.02) (0.03) (0.05) (0.13)
(Gain) loss on dispositions, pre-tax 4
(0.02) (3.79) —  (0.50) —  (4.31)
(Gain) loss on dispositions, tax-impact 2
—  0.82  —  0.14  0.01  0.98 
Adjusted diluted earnings per share from continuing operations
$ 2.05  $ 1.72  $ 2.10  $ 2.27  $ 2.20  $ 8.29 
1 Purchase accounting expenses are primarily comprised of amortization of intangible assets.
2 Adjustments were tax effected using the statutory tax rates in the applicable jurisdictions or the effective tax rate, where applicable, for each period. The tax impact of the (gain) loss on dispositions in Q4 2024 reflects updated tax information related to a Q3 2024 disposition.
3 Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges. Q1 2024 and FY 2024 include $3.4 million non-cash asset impairment charges for our Climate & Sustainability Technologies segment.
4 (Gain) loss on dispositions represents a $529.9 million gain recorded during Q1 2024 and a $0.7 million loss and $1.1 million gain recorded as post-closing adjustments in Q2 2024 and Q4 2024, respectively, on the disposition of De-Sta-Co in the Engineered Products segment. Additionally, a gain of $68.6 million was recorded in Q3 2024 and a $1.2 million post-closing adjustment (reduction to the gain) in Q4 2024 on the disposition of a minority owned equity method investment in the Climate & Sustainability Technologies segment.
* Per share data and totals may be impacted by rounding.

IS - 4


DOVER CORPORATION
QUARTERLY ADJUSTED SEGMENT EBITDA (NON-GAAP)
(unaudited)(in thousands)
Non-GAAP Reconciliations
2025 2024
Q1 Q1 Q2 Q3 Q4 FY 2024
ADJUSTED SEGMENT EBITDA
Engineered Products:
Segment earnings $ 44,114  $ 62,532  $ 52,095  $ 56,621  $ 59,989  $ 231,237 
Other depreciation and amortization 1
4,800  4,785  4,778  4,829  4,867  19,259 
Adjusted segment EBITDA 2
48,914  67,317  56,873  61,450  64,856  250,496 
Adjusted segment EBITDA margin 2
19.2 % 20.2 % 19.9 % 20.8 % 22.5 % 20.8 %
Clean Energy & Fueling:
Segment earnings $ 85,644  $ 69,675  $ 87,536  $ 99,536  $ 103,246  $ 359,993 
Other depreciation and amortization 1
8,578  7,921  7,627  8,310  8,118  31,976 
Adjusted segment EBITDA 2
94,222  77,596  95,163  107,846  111,364  391,969 
Adjusted segment EBITDA margin 2
19.2 % 17.4 % 20.6 % 21.5 % 21.1 % 20.2 %
Imaging & Identification:
Segment earnings $ 77,575  $ 69,959  $ 75,786  $ 77,247  $ 78,715  $ 301,707 
Other depreciation and amortization 1
4,093  3,733  3,271  3,905  3,739  14,648 
Adjusted segment EBITDA 2
81,668  73,692  79,057  81,152  82,454  316,355 
Adjusted segment EBITDA margin 2
29.2 % 26.6 % 27.5 % 28.6 % 28.6 % 27.8 %
Pumps & Process Solutions:
Segment earnings $ 151,275  $ 118,737  $ 137,217  $ 138,277  $ 142,375  $ 536,606 
Other depreciation and amortization 1
12,601  12,139  12,637  12,651  12,623  50,050 
Adjusted segment EBITDA 2
163,876  130,876  149,854  150,928  154,998  586,656 
Adjusted segment EBITDA margin 2
33.2 % 28.1 % 31.4 % 31.9 % 32.3 % 31.0 %
Climate & Sustainability Technologies:
Segment earnings $ 52,119  $ 50,759  $ 79,127  $ 76,015  $ 44,974  $ 250,875 
Other depreciation and amortization 1
7,325  7,275  7,220  7,048  7,596  29,139 
Adjusted segment EBITDA 2
59,444  58,034  86,347  83,063  52,570  280,014 
Adjusted segment EBITDA margin 2
17.1 % 15.9 % 19.8 % 19.3 % 15.1 % 17.7 %
Total Segments:
Total segment earnings 2, 3
$ 410,727  $ 371,662  $ 431,761  $ 447,696  $ 429,299  $ 1,680,418 
Other depreciation and amortization 1
37,397  35,853  35,533  36,743  36,943  145,072 
Total Adjusted segment EBITDA 2
448,124  407,515  467,294  484,439  466,242  1,825,490 
Total Adjusted segment EBITDA margin 2
24.0 % 21.6 % 24.0 % 24.4 % 24.2 % 23.6 %
1 Other depreciation and amortization relates to property, plant, and equipment and intangibles, and excludes amounts related to purchase accounting expenses and restructuring and other costs.
2 Refer to Non-GAAP Disclosures section for definition.
3 Refer to Quarterly Segment Information section for reconciliation of total segment earnings to earnings from continuing operations.
IS - 5


DOVER CORPORATION
QUARTERLY EARNINGS FROM CONTINUING OPERATIONS TO ADJUSTED SEGMENT EBITDA RECONCILIATION (NON-GAAP)
(unaudited)(in thousands)
Non-GAAP Reconciliations
2025 2024
Q1 Q1 Q2 Q3 Q4 FY 2024
Earnings from continuing operations
$ 239,241  $ 602,102  $ 246,587  $ 312,896  $ 238,383  $ 1,399,968 
Provision for income taxes 56,140  157,577  60,770  73,434  65,267  357,048 
Earnings before provision for income taxes 295,381  759,679  307,357  386,330  303,650  1,757,016 
Interest income (20,254) (4,756) (4,081) (5,176) (23,145) (37,158)
Interest expense 27,608  36,365  32,374  34,128  28,304  131,171 
Corporate expense / other 1
51,959  42,159  39,526  36,110  38,168  155,963 
(Gain) loss on dispositions 2
(2,468) (529,943) 663  (68,633) 115  (597,798)
Restructuring and other costs 3
9,397  23,971  11,590  16,581  32,841  84,983 
Purchase accounting expenses 4
49,104  44,187  44,332  48,356  49,366  186,241 
Total segment earnings 5
410,727  371,662  431,761  447,696  429,299  1,680,418 
Add: Other depreciation and amortization 6
37,397  35,853  35,533  36,743  36,943  145,072 
Total adjusted segment EBITDA 5
$ 448,124  $ 407,515  $ 467,294  $ 484,439  $ 466,242  $ 1,825,490 
1 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.
2 (Gain) loss on dispositions, including post-closing adjustments.
3 Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges.
4 Purchase accounting expenses are primarily comprised of amortization of intangible assets.
5 Refer to Non-GAAP Disclosures section for definition.
6 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.
IS - 6


DOVER CORPORATION
REVENUE GROWTH FACTORS AND ADJUSTED EPS GUIDANCE RECONCILIATIONS (NON-GAAP)
(unaudited)

Non-GAAP Reconciliations

Revenue Growth Factors
2025
Q1
Organic
Engineered Products (8.0) %
Clean Energy & Fueling
1.8  %
Imaging & Identification 3.9  %
Pumps & Process Solutions 6.5  %
Climate & Sustainability Technologies
(3.7) %
Total Organic 0.5  %
Acquisitions 2.4  %
Dispositions (2.7) %
Currency translation (1.1) %
Total* (0.9) %
* Totals may be impacted by rounding.
2025
Q1
Organic
United States (0.2) %
Europe (3.5) %
Asia 8.0  %
Other Americas 0.6  %
Other 12.1  %
Total Organic 0.5  %
Acquisitions 2.4  %
Dispositions (2.7) %
Currency translation (1.1) %
Total* (0.9) %
* Totals may be impacted by rounding.


Adjusted EPS Guidance Reconciliation
Range
2025 Guidance for Earnings per Share from Continuing Operations (GAAP) $ 8.04  $ 8.24 
Purchase accounting expenses, net 1.12
Restructuring and other costs, net 0.05
Gain on dispositions, net
(0.01)
2025 Guidance for Adjusted Earnings per Share from Continuing Operations (Non-GAAP) $ 9.20  $ 9.40 

* Per share data and totals may be impacted by rounding.
IS - 7


DOVER CORPORATION
QUARTERLY CASH FLOW AND FREE CASH FLOW (NON-GAAP)
(unaudited)(in thousands)

Quarterly Cash Flow
2025 2024
Q1 Q1 Q2 Q3 Q4 FY 2024
Net Cash Flows Provided By (Used In):
Operating activities $ 157,474  $ 146,456  $ 149,181  $ 353,244  $ 438,952  $ 1,087,833 
Investing activities (74,186) 432,416  33,215  (402,512) (90,102) (26,983)
Financing activities (122,234) (80,782) (830,657) 92,994  (453,228) (1,271,673)

Quarterly Free Cash Flow (Non-GAAP)
2025 2024
Q1 Q1 Q2 Q3 Q4 FY 2024
Cash flow from operating activities 1
$ 157,474  $ 146,456  $ 149,181  $ 353,244  $ 438,952  $ 1,087,833 
Less: Capital expenditures (48,192) (40,050) (35,822) (37,754) (53,907) (167,533)
Free cash flow $ 109,282  $ 106,406  $ 113,359  $ 315,490  $ 385,045  $ 920,300 
Cash flow from operating activities as a percentage of revenue 8.4 % 7.8 % 7.7 % 17.8 % 22.7 % 14.0 %
Cash flow from operating activities as a percentage of adjusted earnings from continuing operations
55.6 % 60.8 % 51.3 % 112.5 % 144.1 % 94.6 %
Free cash flow as a percentage of revenue 5.9 % 5.6 % 5.8 % 15.9 % 20.0 % 11.9 %
Free cash flow as a percentage of adjusted earnings from continuing operations
38.6 % 44.2 % 39.0 % 100.5 % 126.4 % 80.0 %
1 Q2, Q3, Q4 and FY 2024 include income tax payments of $56.0 million, $24.0 million, $23.4 million and $103.4 million, respectively, related to the gain on the disposition of De-Sta-Co. Q4 and FY 2024 also include income tax payments of $20.4 million related to the sale of a minority owned equity method investment.

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DOVER CORPORATION
PERFORMANCE MEASURES
(unaudited)(in thousands)
2025 2024
Q1 Q1 Q2 Q3 Q4 FY 2024
BOOKINGS
Engineered Products $ 264,538  $ 329,925  $ 280,542  $ 284,823  $ 276,487  $ 1,171,777 
Clean Energy & Fueling
543,859  471,610  442,086  507,329  517,470  1,938,495 
Imaging & Identification 288,169  278,433  288,641  281,289  295,784  1,144,147 
Pumps & Process Solutions 499,287  473,632  461,426  448,074  473,548  1,856,680 
Climate & Sustainability Technologies
395,623  453,086  406,269  332,503  378,774  1,570,632 
Intersegment eliminations (1,892) (791) (1,591) (1,065) (2,578) (6,025)
Total consolidated bookings $ 1,989,584  $ 2,005,895  $ 1,877,373  $ 1,852,953  $ 1,939,485  $ 7,675,706 

2025
Q1
BOOKINGS GROWTH FACTORS
Organic
Engineered Products (4.1) %
Clean Energy & Fueling
7.5  %
Imaging & Identification 5.6  %
Pumps & Process Solutions 5.9  %
Climate & Sustainability Technologies
(12.1) %
Total Organic 0.5  %
Acquisitions 2.4  %
Dispositions (2.6) %
Currency translation (1.1) %
Total* (0.8) %
* Totals may be impacted by rounding.

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Non-GAAP Measures Definitions

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

The items described in our definitions herein, unless otherwise noted, relate solely to our continuing operations.

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

Adjusted diluted earnings per share from continuing operations or adjusted earnings per share from continuing operations represents diluted earnings per share from continuing operations adjusted for the effect of purchase accounting expenses, restructuring and other costs/benefits and gain/loss on disposition.

Total segment earnings is defined as the sum of 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 for all segments. Total segment earnings margin is defined as total segment earnings divided by revenue.

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

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

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

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

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Performance Measures Definitions

Bookings represent total orders received from customers in the current reporting period and exclude de-bookings related to orders received in prior periods, if any. This metric is an important measure of performance and an indicator of revenue order trends.

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

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