Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Refer to the section below entitled "Special Note Regarding Forward-Looking Statements" for a discussion of factors that could cause our actual results to differ from the forward-looking statements contained below and throughout this quarterly report.

Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), we refer to measures used by management to evaluate performance, including a number of financial measures that are not defined under accounting principles generally accepted in the United States of America ("GAAP"). Please see "Non-GAAP Disclosures" at the end of this Item 2 for further detail on these financial measures. We believe these measures provide investors with important information that is useful in understanding our business results and trends. Reconciliations within this MD&A provide more details on the use and derivation of these measures.

OVERVIEW

Dover is a diversified global manufacturer and solutions provider delivering innovative equipment and components, consumable supplies, aftermarket parts, software and digital solutions, and support services through five operating segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies. The Company's entrepreneurial business model encourages, promotes and fosters deep customer engagement and collaboration, which has led to Dover's well-established and valued reputation for providing superior customer service and industry-leading product innovation. Unless the context indicates otherwise, references herein to "Dover," "the Company," and words such as "we," "us," or "our" include Dover Corporation and its consolidated subsidiaries.

Dover's five operating segments are as follows:

• Our Engineered Products segment provides a wide range of equipment, components, software, solutions and services to the vehicle aftermarket, aerospace and defense, industrial winch and hoist, and fluid dispensing end-markets.

• Our Clean Energy & Fueling segment provides components, equipment, software solutions and services enabling safe and reliable storage, transport and dispensing of traditional and clean fuels (including liquefied natural gas, hydrogen, and electric vehicle charging), cryogenic gases, and other hazardous substances along the supply chain, and safe and efficient operation of convenience retail, retail fueling and vehicle wash establishments.

• Our Imaging & Identification segment supplies precision marking and coding, product traceability, brand protection and digital textile printing equipment, as well as related consumables, software and services to the global packaged and consumer goods, pharmaceutical, industrial manufacturing, textile and other end-markets.

• Our Pumps & Process Solutions segment manufactures specialty pumps and flow meters, fluid transfer connectors, highly engineered precision components, instruments and digital controls for rotating and reciprocating machines, and polymer processing equipment, 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, food and beverage, semiconductor production and medical applications and other end-markets.

• Our Climate & Sustainability Technologies segment is a provider of innovative and energy-efficient equipment, components, solutions, services and parts for the commercial refrigeration, heating and cooling and beverage can-making equipment end-markets.

In the first quarter of 2025, revenue was $1.9 billion, which decreased $17.7 million, or 0.9%, as compared to the first quarter of 2024. This was due to disposition-related decline of 2.7% and an unfavorable impact from foreign currency translation of 1.1%, partially offset by acquisition-related revenue growth of 2.4% and organic revenue growth of 0.5%. The disposition-related decline was due to the sale of De-Sta-Co and was partially offset by acquisition-related growth primarily in our Clean Energy & Fueling segment.

The 0.5% organic revenue growth for the first quarter of 2025 was driven by our Pumps & Process Solutions, Imaging & Identification and Clean Energy & Fueling segments which grew 6.5%, 3.9%, and 1.8%, respectively. The growth was partially offset by the Engineered Products and Climate & Sustainability Technologies segments which declined 8.0% and 3.7%, respectively. For further information, see "Segment Results of Operations" within this Item 2.

From a geographic perspective, organic revenue for the U.S., our largest market, decreased 0.2% in the first quarter of 2025 compared to the prior year comparable quarter, due to decreased organic revenue in the Engineered Products segment. Organic revenue increased for Asia and Other Americas by 8.0% and 0.6%, respectively and decreased for Europe by 3.5%.

Bookings were $2.0 billion for the three months ended March 31, 2025, a decrease of $16.3 million or 0.8% compared to the prior year comparable quarter. Included in this result was disposition-related decline of 2.6% and an unfavorable impact from foreign currency translation of 1.1%, partially offset by acquisition-related growth of 2.4% and organic growth of 0.5%. The organic bookings growth was primarily driven by broad-based strength within the Clean Energy & Fueling segment and robust order rates in biopharmaceutical and data center liquid cooling applications in our Pumps & Process Solutions segment.

Restructuring and other costs for the three months ended March 31, 2025 were $9.4 million which included restructuring charges of $8.3 million and other costs of $1.1 million. Restructuring and other costs were generally related to headcount reductions and exit costs across the segments. For further discussion related to our restructuring and other costs, see "Restructuring and Other Costs (Benefits)," within this Item 2.

During the three months ended March 31, 2025, the Company completed one business acquisition for approximately $29.3 million, subject to post-closing adjustments. See Note 3 — Acquisitions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

During the three months ended March 31, 2025, the Company repurchased 200,000 shares at a total cost of $40.7 million, or $203.50 per share. As of March 31, 2025, 16,930,718 shares remain authorized for repurchase under the August 2023 share repurchase authorization.

CONSOLIDATED RESULTS OF OPERATIONS

			Three Months Ended March 31,
(dollars in thousands, except per share figures)			2025						2024						% / Point Change
Revenue			$	1,866,059					$	1,883,719					(0.9)		%
Cost of goods and services			1,120,559						1,186,532						(5.6)		%
Gross profit			745,500						697,187						6.9		%
Gross profit margin			40.0		%				37.0		%				3.0
Selling, general and administrative expenses			449,191						442,981						1.4		%
Selling, general and administrative expenses as a percent of revenue			24.1		%				23.5		%				0.6
Operating earnings			296,309						254,206						16.6		%
Interest expense			27,608						36,365						(24.1)		%
Interest income			(20,254)						(4,756)						325.9		%
Gain on dispositions			(2,468)						(529,943)						nm*
Other income, net			(3,958)						(7,139)						nm*
Earnings before provision for income taxes			295,381						759,679						(61.1)		%
Provision for income taxes			56,140						157,577						(64.4)		%
Effective tax rate			19.0		%				20.7		%				(1.7)
Earnings from continuing operations			239,241						602,102						(60.3)		%
(Loss) earnings from discontinued operations, net			(8,420)						30,119						nm*
Net earnings			$	230,821					$	632,221					(63.5)		%
Earnings per common share from continuing operations - diluted			$	1.73					$	4.30					(59.8)		%

• nm - not meaningful

Revenue

Revenue for the three months ended March 31, 2025 decreased $17.7 million, or 0.9%, from the prior year comparable quarter. The decrease in revenue was due to disposition-related decline of 2.7% and an unfavorable impact from foreign currency translation of 1.1%, partially offset by acquisition-related growth of 2.4% and organic revenue growth of 0.5%. Customer pricing favorably impacted revenue by approximately 1.3% in the first quarter of 2025 and by 1.5% in the prior year comparable quarter.

Gross Profit

Gross profit for the three months ended March 31, 2025 increased $48.3 million, or 6.9%, and gross profit margin increased 300 basis points to 40.0%, versus the prior year comparable quarter. The gross profit margin increase was driven by strategic pricing, positive product mix and productivity and cost actions.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended March 31, 2025 increased $6.2 million, or 1.4%, from the prior year comparable quarter, primarily due to increases in acquisition-related amortization expense and employee compensation and benefits, partially offset by lower restructuring costs. As a percentage of revenue, selling, general and administrative expenses increased 60 basis points as compared to the prior year comparable quarter to 24.1%.

Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to $37.5 million and $36.1 million for the three months ended March 31, 2025 and 2024. The costs as a percentage of revenue are 2.0% for the three months ended March 31, 2025 and 1.9% for the three months ended March 31, 2024.

Non-Operating Items

Interest Expense, net

For the three months ended March 31, 2025, interest expense, net of interest income, decreased $24.3 million, or 76.7%, to $7.4 million compared to the prior year comparable quarter primarily due to increased interest income generated by the proceeds from the sale of ESG held in highly liquid short-term investments and reduced interest expense resulting from a lack of commercial paper borrowings.

Gain on Dispositions

Gain on dispositions amounted to $2.5 million and $529.9 million for the three months ended March 31, 2025 and 2024, respectively. The 2024 gain on disposition was driven by the sale of the De-Sta-Co business on March 31, 2024. See Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for additional details.

Income Taxes

The effective tax rates for the three months ended March 31, 2025 and 2024 were 19.0% and 20.7%, respectively. The decrease in the effective tax rate for the three months ended March 31, 2025 relative to the prior year comparable quarter was primarily due to a gain on disposition in the prior year.

The Company is continuing to monitor the changes in tax laws resulting from the Organization for Economic Cooperation and Development’s multi-jurisdictional plan of action to address base erosion and profit shifting. We do not expect this to have a material impact on our effective tax rate.

See Note 12 — Income Taxes in the condensed consolidated financial statements in Item 1 of this Form 10-Q for additional details.

Earnings from Continuing Operations

Earnings from continuing operations for the three months ended March 31, 2025 decreased 60.3% to $239.2 million, or $1.73 diluted earnings per share from continuing operations, from $602.1 million, or $4.30 diluted earnings per share from continuing operations, in the prior year comparable quarter. The decrease in earnings from continuing operations is due to the after-tax gain on the sale of De-Sta-Co.

Discontinued Operations

Earnings from discontinued operations, net for the three months ended March 31, 2025 and 2024 amounted to a loss of $8.4 million, and a gain of $30.1 million, respectively. The Company completed the sale of ESG on October 8, 2024. See Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for additional details.

SEGMENT RESULTS OF OPERATIONS

The summary that follows provides a discussion of the results of operations of each of our five reportable operating segments (Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies). Each of these segments is comprised of various product and service offerings that serve multiple markets. We evaluate our operating segment performance based on segment earnings as defined in Note 16 — Segment Information in the condensed consolidated financial statements in Item 1 of this Form 10-Q.

We report organic revenue growth, which excludes the impact of foreign currency exchange rates and the impact of acquisitions and divestitures. See "Non-GAAP Disclosures" at the end of this Item 2.

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

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

• 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.

• Book-to-bill is a ratio of the amount of bookings received from customers during a period divided by the amount of revenue recorded during that same period. This metric is a useful indicator of demand.

Engineered Products

Our Engineered Products segment provides a wide range of equipment, components, software, solutions and services to the vehicle aftermarket, aerospace and defense, industrial winch and hoist, and fluid dispensing end-markets.

						Three Months Ended March 31,
(dollars in thousands)						2025						2024						% Change
Revenue						$	254,646					$	332,820					(23.5)		%
Segment earnings						$	44,114					$	62,532					(29.5)		%
Segment earnings margin						17.3 %						18.8 %
Operational metrics:
Bookings						$	264,538					$	329,925					(19.8)		%
Components of revenue decline:
Organic decline																		(8.0)		%
Acquisitions																		0.5		%
Dispositions																		(15.4)		%
Foreign currency translation																		(0.6)		%
Total revenue decline																		(23.5)		%

First Quarter 2025 Compared to the First Quarter 2024

Engineered Products revenue for the first quarter of 2025 decreased $78.2 million, or 23.5%, as compared to the first quarter of 2024, due to a disposition-related decline of 15.4%, organic decline of 8.0% and an unfavorable impact from foreign currency translation of 0.6%, partially offset by acquisition-related growth of 0.5%. The disposition-related decline was due to the divestiture of De-Sta-Co in the first quarter of 2024. Acquisition-related growth was driven by the acquisition of Criteria Labs, Inc. in the third quarter of 2024. Customer pricing favorably impacted revenue by approximately 1.3% in the first quarter of 2025 and 0.8% in the prior year comparable quarter.

The organic revenue decline was primarily due to lower volumes in our North America vehicle service business and order timing within aerospace and defense, partially offset by favorable demand trends in our fluid dispensing and industrial winch and hoist businesses. We expect improving sequential performance over the rest of the year due to improving demand trends in several of our key end markets, most notably in our aerospace and defense businesses, as well as improving dynamics in vehicle service business demand.

Engineered Products segment earnings decreased $18.4 million, or 29.5%, compared to the first quarter of 2024. The decrease was primarily due to the divestiture of De-Sta-Co and the negative impact from lower volumes in North America vehicle service and aerospace and defense, partially offset by favorable price versus cost dynamics and benefits from restructuring actions. Segment earnings margin decreased to 17.3% from 18.8% as compared to the prior year comparable quarter.

Overall bookings decreased 19.8% as compared to the prior year comparable quarter, due to a disposition-related decline of 15.8%, organic decline of 4.1% and an unfavorable impact from foreign currency translation of 0.6%, partially offset by acquisition-related growth of 0.7%. The organic bookings decline was due to reduced demand in our vehicle service business, partially offset by strength in aerospace and defense. Segment book-to-bill was 1.04.

Clean Energy & Fueling

Our Clean Energy & Fueling segment provides components, equipment, software solutions and services enabling safe and reliable storage, transport and dispensing of traditional and clean fuels (including liquefied natural gas, hydrogen, and electric vehicle charging), cryogenic gases, and other hazardous substances along the supply chain, and safe and efficient operation of convenience retail, retail fueling and vehicle wash establishments.

						Three Months Ended March 31,
(dollars in thousands)						2025						2024						% Change
Revenue						$	491,148					$	445,053					10.4		%
Segment earnings						$	85,644					$	69,675					22.9		%
Segment earnings margin						17.4 %						15.7 %
Operational metrics:
Bookings						$	543,859					$	471,610					15.3		%
Components of revenue growth:
Organic growth																		1.8		%
Acquisitions																		9.4		%
Foreign currency translation																		(0.8)		%
Total revenue growth																		10.4		%

First Quarter 2025 Compared to the First Quarter 2024

Clean Energy & Fueling revenue for the first quarter of 2025 increased $46.1 million, or 10.4%, as compared to the first quarter of 2024, driven by acquisition-related growth of 9.4% and organic growth of 1.8%, partially offset by an unfavorable foreign currency translation impact of 0.8%. Acquisition-related growth was primarily driven by the acquisition of Marshall Excelsior Company in the third quarter of 2024. Customer pricing favorably impacted revenue in the first quarter of 2025 by approximately 1.4% and by 2.8% in the prior year comparable quarter.

The organic revenue growth was primarily driven by pricing actions and favorable demand trends in our below-ground retail fueling and clean energy components businesses. We expect demand conditions to remain constructive across end markets the rest of the year.

Clean Energy & Fueling segment earnings increased $16.0 million, or 22.9%, over the prior year comparable quarter. The increase was primarily driven by strategic pricing, the favorable impact from acquisitions, productivity initiatives and the benefits from restructuring actions, partially offset by inflationary costs. Segment earnings margin increased to 17.4% from 15.7% as compared to prior year comparable quarter.

Overall bookings increased 15.3% as compared to the prior year comparable quarter, driven by acquisition-related growth of 9.1% and organic growth of 7.5%, partially offset by an unfavorable impact from foreign currency translation of 1.3%. The organic bookings growth was primarily driven by North America above and below-ground retail fueling equipment and our clean energy platforms. Segment book-to-bill was 1.11.

Imaging & Identification

Our Imaging & Identification segment supplies precision marking and coding, product traceability, brand protection and digital textile printing equipment, as well as related consumables, software and services to the global packaged and consumer goods, pharmaceutical, industrial manufacturing, textile and other end-markets.

						Three Months Ended March 31,
(dollars in thousands)						2025						2024						% Change
Revenue						$	280,090					$	276,806					1.2		%
Segment earnings						$	77,575					$	69,959					10.9		%
Segment earnings margin						27.7 %						25.3 %
Operational metrics:
Bookings						$	288,169					$	278,433					3.5		%
Components of revenue growth:
Organic growth																		3.9		%
Acquisitions																		0.3		%
Foreign currency translation																		(3.0)		%
Total revenue growth																		1.2		%

First Quarter 2025 Compared to the First Quarter 2024

Imaging & Identification revenue for the first quarter of 2025 increased $3.3 million, or 1.2%, as compared to the first quarter of 2024, driven by organic growth of 3.9% and acquisition-related growth of 0.3%, partially offset by an unfavorable impact from foreign currency translation of 3.0%. Customer pricing favorably impacted revenue in the first quarter of 2025 by approximately 2.3% and by approximately 3.6% in the prior year comparable quarter.

The organic revenue growth was primarily driven by pricing actions and increased demand for serialization software and marking and coding equipment and consumables, partly offset by lower volumes in digital textile printing. The demand outlook is favorable for the remainder of the year in our marking and coding business as well as in serialization software.

Imaging & Identification segment earnings increased $7.6 million, or 10.9%, over the prior year comparable quarter. The increase was primarily driven by the favorable impact from organic volume growth, pricing actions and productivity initiatives, partially offset by an unfavorable impact from foreign currency translation. Segment earnings margin increased to 27.7% from 25.3% in the prior year comparable quarter.

Overall bookings increased 3.5% as compared to the prior year comparable quarter, reflecting organic growth of 5.6% and acquisition-related growth of 0.7%, partially offset by an unfavorable impact from foreign currency translation of 2.8%. The organic bookings growth was primarily driven by increased marking and coding demand, and order intake in serialization software. Segment book-to-bill was 1.03.

Pumps & Process Solutions

Our Pumps & Process Solutions segment manufactures specialty pumps and flow meters, fluid transfer connectors, highly engineered precision components, instruments and digital controls for rotating and reciprocating machines, and polymer processing equipment, 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, food and beverage, semiconductor production and medical applications and other end-markets.

						Three Months Ended March 31,
(dollars in thousands)						2025						2024						% Change
Revenue						$	493,573					$	465,729					6.0		%
Segment earnings						$	151,275					$	118,737					27.4		%
Segment earnings margin						30.6 %						25.5 %
Operational metrics:
Bookings						$	499,287					$	473,632					5.4		%
Components of revenue growth:
Organic growth																		6.5		%
Acquisitions																		0.2		%
Foreign currency translation																		(0.7)		%
Total revenue growth																		6.0		%

First Quarter 2025 Compared to the First Quarter 2024

Pumps & Process Solutions revenue for the first quarter of 2025 increased $27.8 million, or 6.0%, as compared to the first quarter of 2024, driven by organic growth of 6.5% and acquisition-related growth of 0.2%, partially offset by an unfavorable impact from foreign currency translation of 0.7%. Acquisition-related growth was driven by the acquisition of Cryogenic Machinery Corp. ("Cryo-Mach") in the first quarter of 2025. Customer pricing favorably impacted revenue in the first quarter of 2025 by approximately 1.3% and by approximately 1.4% in the prior year comparable quarter.

The organic revenue growth was primarily driven by robust shipment rates of single-use biopharma components and connectors used in liquid cooling of high performance computers and data center applications, together with solid performance in precision components and industrial pumps, partially offset by expected revenue declines in our plastics and polymer processing solutions business, as customers shift focus to optimizing the significant capacity investments made over the last several years. Our outlook is favorable for the remainder of the year, most notably as it relates to demand for single use biopharma components and thermal connectors.

Pumps & Process Solutions segment earnings increased $32.5 million, or 27.4%, over the prior year comparable quarter. The increase was driven by the favorable impact from higher volumes, productivity initiatives, pricing actions and favorable portfolio mix, partially offset by an unfavorable impact from foreign currency translation. Segment earnings margin increased to 30.6% from 25.5% in the prior year comparable quarter.

Overall bookings increased 5.4% as compared to the prior year comparable quarter with organic growth of 5.9% and acquisition-related growth of 0.2%, partially offset by an unfavorable impact from foreign currency translation of 0.7%. The organic bookings growth was primarily driven by positive demand trends in biopharmaceutical end market and growth in high performance computing and data center application demand. Segment book-to-bill was 1.01.

Climate & Sustainability Technologies

Our Climate & Sustainability Technologies segment is a provider of innovative and energy-efficient equipment, components, solutions, services and parts for the commercial refrigeration, heating and cooling and beverage can-making equipment end-markets.

						Three Months Ended March 31,
(dollars in thousands)						2025						2024						% Change
Revenue						$	347,888					$	364,292					(4.5)		%
Segment earnings						$	52,119					$	50,759					2.7		%
Segment earnings margin						15.0 %						13.9 %
Operational metrics:
Bookings						$	395,623					$	453,086					(12.7)		%
Components of revenue decline:
Organic decline																		(3.7)		%
Foreign currency translation																		(0.8)		%
Total revenue decline																		(4.5)		%

First Quarter 2025 Compared to the First Quarter 2024

Climate & Sustainability Technologies revenue decreased $16.4 million, or 4.5%, as compared to the first quarter of 2024, due to an organic revenue decline of 3.7% and an unfavorable impact from foreign currency translation of 0.8%. Customer pricing favorably impacted revenue in the first quarter of 2025 by approximately 0.2% and unfavorably impacted the prior year comparable quarter by approximately 0.6%.

The organic revenue decline was primarily due to project timing in retail refrigeration, partially offset by continued strong demand for low-GWP CO2 refrigerant systems, and improving demand across heat exchanger applications. We expect improvement as we move through 2025, as solid demand in CO2 refrigerant systems continues, demand for heat exchangers in data center cooling applications accelerates, and demand headwinds in both beverage can-making equipment and European residential heat pumps abates.

Climate & Sustainability Technologies segment earnings increased $1.4 million, or 2.7%, as compared to the first quarter of 2024. The segment earnings increase was primarily driven by productivity initiatives and cost actions across businesses, as well as the favorable mix impact from CO2 refrigerant systems growth in retail refrigeration, partially offset by the unfavorable impact from lower volumes. Segment earnings margin increased to 15.0% from 13.9% in the prior year comparable quarter.

Bookings in the first quarter of 2025 decreased 12.7% from the prior year comparable quarter, due to an organic decline of 12.1% and an unfavorable impact from foreign currency translation of 0.6%. The organic bookings decline was primarily due to order timing in retail refrigeration, partially offset by favorable heat exchanger demand trends. Segment book-to-bill was 1.14.

Reconciliation of Segment Earnings to Earnings from Continuing Operations

			Three Months Ended March 31,
(in thousands)			2025						2024
Earnings from Continuing Operations:
Segment earnings:
Engineered Products			$	44,114					$	62,532
Clean Energy & Fueling			85,644						69,675
Imaging & Identification			77,575						69,959
Pumps & Process Solutions			151,275						118,737
Climate & Sustainability Technologies			52,119						50,759
Total segment earnings			410,727						371,662
Purchase accounting expenses (1)			49,104						44,187
Restructuring and other costs (2)			9,397						23,971
Gain on dispositions (3)			(2,468)						(529,943)
Corporate expense / other (4)			51,959						42,159
Interest expense			27,608						36,365
Interest income			(20,254)						(4,756)
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

(1) Purchase accounting expenses are primarily comprised of amortization of acquired intangible assets.

(2) Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges.

(3) Gain on dispositions, including post-closing adjustments; see Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

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

Restructuring and Other Costs (Benefits)

Restructuring and other costs are not presented in our segment earnings because these costs are excluded from the segment operating performance measure reviewed by management. During the three months ended March 31, 2025, we incurred restructuring charges of $8.3 million and other costs, net of $1.1 million. Restructuring charges for the three months ended March 31, 2025 were primarily related to headcount reductions and exit costs across the 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. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the condensed consolidated statements of earnings. Additional programs beyond the scope of the announced programs may be implemented during 2025 with related restructuring and other cost charges.

We recorded the following restructuring and other costs for the three months ended March 31, 2025:

			Three Months Ended March 31, 2025
(in thousands)			Engineered Products						Clean Energy & Fueling						Imaging & Identification						Pumps & Process Solutions						Climate & Sustainability Technologies						Corporate						Total
Restructuring			$	2,468					$	1,768					$	169					$	1,945					$	1,666					$	294					$	8,310
Other (benefits) costs			61						115						415						(43)						401						138						1,087
Restructuring and other costs			$	2,529					$	1,883					$	584					$	1,902					$	2,067					$	432					$	9,397

During the three months ended March 31, 2024, we incurred restructuring charges of $18.7 million and other costs, net of $5.3 million. Restructuring charges for the three months ended March 31, 2024 primarily related to product line exit costs and headcount reductions in the Climate & Sustainability Technologies, Clean Energy & Fueling and Pumps & Process Solutions segments. These restructuring programs were initiated in 2023 and 2024. Other (benefits) costs, net of $5.3 million for the three months ended March 31, 2024, were primarily due to a non-cash asset impairment charge in our Climate & Sustainability Technologies segment. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the condensed consolidated statements of earnings.

We recorded the following restructuring and other costs for the three months ended March 31, 2024:

			Three Months Ended March 31, 2024
(in thousands)			Engineered Products						Clean Energy & Fueling						Imaging & Identification						Pumps & Process Solutions						Climate & Sustainability Technologies						Corporate						Total
Restructuring			$	492					$	4,965					$	760					$	1,351					$	11,070					$	17					$	18,655
Other (benefits) costs			(28)						659						469						57						3,450						709						5,316
Restructuring and other costs			$	464					$	5,624					$	1,229					$	1,408					$	14,520					$	726					$	23,971

Purchase Accounting Expenses

Purchase accounting expenses primarily relate to amortization of acquired intangible assets. These expenses are not presented in our segment earnings because they are excluded from the segment operating performance measure reviewed by management. These expenses reconcile to segment earnings as follows:

			Three Months Ended March 31,
(in thousands)			2025						2024
Purchase Accounting Expenses
Engineered Products			$	2,657					$	2,630
Clean Energy & Fueling			25,621						20,957
Imaging & Identification			5,610						5,741
Pumps & Process Solutions			10,808						9,811
Climate & Sustainability Technologies			4,408						5,048
Total			$	49,104					$	44,187

FINANCIAL CONDITION

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Significant factors affecting liquidity are cash flows generated from operating activities, capital expenditures, acquisitions, dispositions, dividends, repurchase of outstanding shares, adequacy of available commercial paper and bank lines of credit and the ability to attract long-term capital with satisfactory terms. We generate substantial cash from the operations of our businesses and remain in a strong financial position, with sufficient liquidity available for reinvestment in existing businesses and strategic acquisitions.

Cash Flow Summary

The following table is derived from our condensed consolidated statements of cash flows:

			Three Months Ended March 31,
Cash Flows from Operations (in thousands)			2025						2024
Net cash flows provided by (used in):
Operating activities			$	157,474					$	146,456
Investing activities			(74,186)						432,416
Financing activities			(122,234)						(80,782)

Operating Activities

Cash flow from operating activities for the three months ended March 31, 2025 increased by $11.0 million compared to March 31, 2024, primarily driven by higher operating earnings during the quarter.

Adjusted Working Capital: We believe adjusted working capital (a non-GAAP measure calculated as receivables, plus inventory, less accounts payable) provides a meaningful measure of liquidity by showing changes caused by operational results.

The following table provides a calculation of adjusted working capital:

Adjusted Working Capital (in thousands)						March 31, 2025						December 31, 2024
Receivables, net						$	1,379,232					$	1,354,225
Inventories, net						1,209,291						1,144,838
Less: Accounts payable						844,063						848,006
Adjusted working capital						$	1,744,460					$	1,651,057

Adjusted working capital increased by $93.4 million, or 5.7%, in the three months ended March 31, 2025, which reflected an increase of $25.0 million in receivables, net, an increase of $64.5 million in inventory, net and a decrease in accounts payable of $3.9 million. These amounts include the effects of acquisitions, dispositions and foreign currency translation. The change in accounts receivable and payable reflect the timing of payments and collections. The increase in inventories is driven by production planning ahead of higher expected shipment volumes in the next several quarters.

Investing Activities

Cash flow from investing activities is derived from cash inflows from proceeds from dispositions, offset by cash outflows for acquisitions and capital expenditures. The majority of the activity in investing activities was comprised of the following:

• Proceeds from dispositions: During the three months ended March 31, 2025, we received an additional $3.8 million of net proceeds related to the sale of a minority-owned equity method investment within the Climate & Sustainability Technologies segment. During the three months ended March 31, 2024, we received net proceeds of $611.7 million from the disposition of De-Sta-Co. See Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

• Acquisitions: During the three months ended March 31, 2025, we deployed approximately $29.3 million, net to acquire one business within the Pumps & Process Solutions segment. In comparison, during the three months ended March 31, 2024, we deployed approximately $144.9 million, net to acquire three businesses within the Clean Energy & Fueling segment. See Note 3 — Acquisitions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

• Capital spending: Capital expenditures increased $8.1 million during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, in line with our planned capital expenditures for the year.

We anticipate that capital expenditures and any additional acquisitions we make through the remainder of 2025 will be funded from available cash and internally generated funds and, if necessary, through the issuance of commercial paper, or by accessing the public debt or equity markets. We estimate capital expenditures in 2025 to range from $170.0 million to $190.0 million.

Financing Activities

Cash flow from financing activities generally relates to the use of cash for purchases of our common stock and payment of dividends, offset by net borrowing activity. The majority of financing activity was attributed to the following:

• Repurchase of common stock, including accelerated share repurchase program: During the three months ended March 31, 2025, the Company repurchased a total of 200,000 shares for $40.7 million. During the three months ended March 31, 2024, the Company used $500.0 million to repurchase 2,569,839 shares on March 1, 2024 under an accelerated share repurchase transaction. See Note 17 — Stockholders' Equity in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

• Commercial paper and other short-term borrowings, net: The Company had no commercial paper borrowings during the three months ended March 31, 2025. During the three months ended March 31, 2024, we received net proceeds of $500.7 million from commercial paper borrowings, primarily used to fund our accelerated share repurchase transaction.

• Dividend payments: Total dividend payments to common shareholders were $71.4 million during the three months ended March 31, 2025 and 2024. Our dividends paid per common share increased 1.0% to $0.515 during the three months ended March 31, 2025 compared to $0.51 during the same period in 2024.

Cash Flows from Discontinued Operations

Net cash (used in) provided by discontinued operations for the three months ended March 31, 2025 and March 31, 2024 amounted to $(0.9) million and $17.6 million, respectively.

Liquidity and Capital Resources

Free Cash Flow

In addition to measuring our cash flow generation and usage based upon the operating, investing and financing classifications included in the condensed consolidated statements of cash flows, we also measure free cash flow (a non-GAAP measure) which represents net cash provided by operating activities minus capital expenditures. Free cash flow as a percentage of revenue equals free cash flow divided by revenue. Free cash flow as a percentage of earnings from continuing operations equals free cash flow divided by earnings from continuing operations.

The following table reconciles our free cash flow to cash flow provided by operating activities:

			Three Months Ended March 31,
Free Cash Flow (dollars in thousands)			2025						2024
Cash flow provided by operating activities			$	157,474					$	146,456
Less: Capital expenditures			(48,192)						(40,050)
Free cash flow			$	109,282					$	106,406
Cash flow from operating activities as a percentage of revenue			8.4		%				7.8		%
Cash flow from operating activities as a percentage of earnings from continuing operations			65.8		%				24.3		%
Free cash flow as a percentage of revenue			5.9		%				5.6		%
Free cash flow as a percentage of earnings from continuing operations			45.7		%				17.7		%

For the three months ended March 31, 2025, we generated free cash flow of $109.3 million, representing 5.9% of revenue and 45.7% of earnings from continuing operations. Free cash flow for the three months ended March 31, 2025 increased $2.9 million, compared to March 31, 2024, primarily driven by higher operating earnings, partially offset by higher capital expenditures. The increases in cash flow from operating activities and free cash flow as percentages of earnings from continuing operations are due primarily to the gain on disposition of De-Sta-Co impacting the prior year. See Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

Capitalization

We use commercial paper borrowings for general corporate purposes, including the funding of acquisitions and the repurchase of our common stock. As of March 31, 2025, we maintained $1.0 billion five-year and $500.0 million 364-day unsecured revolving credit facilities (together, the "Credit Agreements") with a syndicate of banks which expire April 6, 2028 and expired April 3, 2025, respectively. On April 3, 2025, the Company entered into a new $500.0 million 364-day unsecured revolving credit facility with a syndicate of banks which expires on April 2, 2026. 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 an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of not less than 3.0 to 1.0. The Company was in compliance with all covenants in the Credit Agreements and other long-term debt covenants at March 31, 2025 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of 49.4 to 1. We are not aware of any potential impairment to our liquidity and expect to remain in compliance with all of our debt covenants.

We also have a current shelf registration statement filed with the Securities and Exchange Commission that allows for the issuance of additional debt securities that may be utilized in one or more offerings on terms to be determined at the time of the offering. Net proceeds of any offering would be used for general corporate purposes, including repayment of existing indebtedness, capital expenditures and acquisitions.

At March 31, 2025, our cash and cash equivalents totaled $1.8 billion, of which approximately $339.3 million was held outside the United States. At December 31, 2024, our cash and cash equivalents totaled $1.8 billion, of which approximately $300.5 million was held outside the United States. Cash and cash equivalents are held primarily in bank deposits with highly rated banks. We regularly hold cash in excess of near-term requirements in bank deposits or invest the funds in government money market instruments or short-term investments, which consist of investment grade time deposits with original maturity dates at the time of purchase of no greater than three months.

We utilize the net debt to net capitalization calculation (a non-GAAP measure) to assess our overall financial leverage and capacity and believe the calculation is useful to investors for the same reason. Net debt represents total debt minus cash and cash equivalents. Net capitalization represents net debt plus stockholders' equity. The following table provides a calculation of net debt to net capitalization from the most directly comparable GAAP measures:

Net Debt to Net Capitalization Ratio (dollars in thousands)						March 31, 2025						December 31, 2024
Current portion of long-term debt and other short-term borrowings						$	400,262					$	400,056
Long-term debt						2,572,540						2,529,346
Total debt						2,972,802						2,929,402
Less: Cash and cash equivalents						(1,805,320)						(1,844,877)
Net debt						1,167,482						1,084,525
Add: Stockholders' equity						7,137,767						6,953,996
Net capitalization						$	8,305,249					$	8,038,521
Net debt to net capitalization						14.1		%				13.5		%

Our net debt to net capitalization ratio increased to 14.1% at March 31, 2025 compared to 13.5% at December 31, 2024. Net debt increased $83.0 million during the period primarily due to the increase in value of the euro-denominated debt resulting from foreign currency translation adjustments and a decrease in cash and cash equivalents. Stockholders' equity increased for the period primarily driven by current earnings of $230.8 million, partially offset by dividends paid for the period.

Operating cash flow and access to capital markets are expected to satisfy our various cash flow requirements, including acquisitions, capital expenditures, purchase obligations, and lease obligations. Acquisition spending and/or share repurchases could potentially increase our debt.

We believe that existing sources of liquidity are adequate to meet anticipated funding needs at current risk-based interest rates for the foreseeable future.

Critical Accounting Estimates

Our condensed consolidated financial statements and related public financial information are based on the application of GAAP which requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our public disclosures, including information regarding contingencies, risk and our financial condition. We believe our use of estimates and underlying accounting assumptions conform to GAAP and are consistently applied. We review valuations based on estimates for reasonableness on a consistent basis.

Recent Accounting Standards

See Note 19 — Recent Accounting Pronouncements in the condensed consolidated financial statements in Item 1 of this Form 10-Q. The adoption of recent accounting standards as included in Note 19 — Recent Accounting Pronouncements in the condensed consolidated financial statements has not had, and is not expected to have, a significant impact on our revenue, earnings or liquidity.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, especially MD&A, contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements in this document other than statements of historical fact are statements that are, or could be deemed, "forward-looking" statements. Some of these statements may be indicated by words such as "may", "anticipate", "expect", "believe", "intend", "continue", "guidance", "estimates", "suggest", "will", "plan", "should", "would", "could", "forecast" and other words and terms that use the future tense or have a similar meaning. Forward-looking statements are based on current expectations and are subject to numerous important risks, uncertainties, and assumptions, including those described in our Annual Report on Form 10-K for the year ended December 31, 2024. Factors that could cause actual results to differ materially from current expectations include, among other things: general economic conditions and conditions in the particular markets in which we operate; supply chain constraints and labor shortages that could result in production stoppages, inflation in material input costs and freight logistics; the impacts of natural or human induced disasters, acts of war, terrorism, international conflicts, and public health crises or other future pandemics on the global economy and on our customers, suppliers, employees, business and cash flows; changes in customer demand and capital spending; competitive factors and pricing pressures; our ability to develop and launch new products in a cost-effective manner; changes in law, including the effect of tax laws and developments with respect to trade policy and tariffs; our ability to identify and complete acquisitions and integrate and realize synergies from newly acquired businesses; acquisition valuation levels; the impact of interest rate and currency exchange rate fluctuations; capital allocation plans and changes in those plans, including with respect to dividends, share repurchases, investments in research and development, capital expenditures and acquisitions; our ability to effectively deploy capital resulting from dispositions; our ability to derive expected benefits from restructurings, productivity initiatives and other cost reduction actions; the impact of legal compliance risks and litigation, including with respect to product quality and safety, cybersecurity and privacy; and our ability to capture and protect intellectual property rights, and various other factors that are described in our periodic reports filed with or furnished to the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2024. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

The Company may, from time to time, post financial or other information on its website, www.dovercorporation.com. The website is for informational purposes only and is not intended for use as a hyperlink. The Company is not incorporating any material on its website into this report.

Non-GAAP Disclosures

In an effort to provide investors with additional information regarding our results as determined by GAAP, we also disclose non-GAAP information, which we believe provides useful information to investors. Free cash flow, free cash flow as a percentage of revenue, free cash flow as a percentage of earnings from continuing operations, net debt, net capitalization, net debt to net capitalization ratio, adjusted working capital, and organic revenue growth are not financial measures under GAAP and should not be considered as a substitute for cash flows from operating activities, debt or equity, working capital or revenue as determined in accordance with GAAP, and they may not be comparable to similarly titled measures reported by other companies.

We believe the net debt to net capitalization ratio and free cash flow are important measures of liquidity. Net debt to net capitalization is helpful in evaluating our capital structure and the amount of leverage we employ. Free cash flow and free cash flow ratios provide both management and investors a measurement of cash generated from operations that is available to fund acquisitions, pay dividends, repay debt and repurchase our common stock. We believe that reporting adjusted working capital provides a meaningful measure of liquidity by showing changes caused by operational results. We believe that reporting organic revenue growth provides a useful comparison of our revenue performance and trends between periods.

Reconciliations and comparisons to non-GAAP measures can be found above in this Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations.