Dover Reports Fourth Quarter and Full Year 2001 Results

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Dover Reports Fourth Quarter and Full Year 2001 Results

NEW YORK, Jan. 21 /PRNewswire-FirstCall/ -- Dover Corporation (NYSE: DOV) earned $37.0 million or $.18 per diluted share from continuing operations in the fourth quarter ended December 31, 2001 compared to $127.3 million or $.62 per diluted share from continuing operations in the comparable period last year. Including discontinued operations, Dover earned $23.5 million or $.12 per diluted share in the fourth quarter ended December 31, 2001 compared to $134.7 million or $.66 per diluted share in the comparable period last year. Businesses classified as discontinued in the fourth quarter, largely in response to economic conditions and the need to restructure operations, generated a loss of $13.5 million or $.06 per diluted share in the period. The results in the fourth quarter include $15.1 million ($9.8 million net of tax), or $.05 per diluted share in additional expenses for severance, facility closures, business restructuring and asset impairment charges. Excluding these additional expenses, net income from continuing operations for the fourth quarter was $.23 per diluted share or $46.8 million. These expenses reflect actions taken as a result of continued adverse business conditions in the electronics markets and the broad recession in the manufacturing economy. Sales in the fourth quarter were $1,049.5 million, a 20% decline from $1,316.7 million in the same period last year.

For the full year 2001, Dover earned $248.5 million or $1.22 per diluted share compared to $519.6 million or $2.54 last year, and excluding discontinued operations earned $166.8 million or $.82 per diluted share for 2001 compared to $516.8 million or $2.52, last year. Earnings from discontinued operations of $81.7 million or $.40 per diluted share also include the impact of the A-C Compressor and the Dovatech businesses sold in the second quarter. Excluding restructuring charges incurred in the third and the fourth quarters of 2001, net income from continuing operations for the full year was $211.3 million or $1.04 per diluted share. Sales for the 2001 fiscal year were $4.5 billion, a 14% decline from $5.2 billion last year.

Free cash flow for the full year of 2001 exceeded that of the record earnings year in 2000. Free cash flow, defined as net income plus depreciation, amortization and other non-cash charges, after dividends, capital expenditures and changes in working capital, totaled $333.3 million for the year, a 15% increase from $290.4 million in the prior year. For the full year 2001, free cash flow was 7.5% of sales and 134% of net income.

Continuing segment earnings before taxes for the quarter were $44.6 million, a decline of 72% from the prior year. Excluding additional expenses of $15.1 million, segment earnings for the quarter were $59.7 million, down 62% or $99.1 million from $158.8 million last year. In the Dover Technologies segment, markets remain in recession, leading to a 53% decline in sales as compared to the prior year, and the Circuit Board Assembly and Test ("CBAT") businesses reported a loss for the third quarter in a row. Compared to the 2001 third quarter, Technologies' sales declined 6%, but on a comparable basis the losses narrowed. In the Dover Industries segment, income declined 28% from the comparable quarter last year on a sales decline of 5%, but income was ahead of the 2001 third quarter on a slight sales decline. In Dover Resources, quarterly sales and income were up from the prior year, but off slightly from the 2001 third quarter as a number of markets weakened in the fourth quarter. Dover Diversified, burdened by a severe, but isolated, operational challenge had a 12% sales increase but a 57% earnings decline compared to last year's fourth quarter, and income dropped 18% from the third quarter on a 2% sales decline.

Commenting on the results and the current outlook, Mr. Thomas L. Reece, Chairman and CEO said, "I am particularly pleased to turn the calendar on 2001 which was the most difficult year in memory for Dover Corporation. The 2001 results reflected the compounding negative impact of the virtual meltdown in the electronics industry, particularly in telecoms and datacoms so important to both our CBAT and our SEC businesses, a recession in the manufacturing sector of the economy for a second year, and the devastation of the terrorist attacks and the economic aftermath of 9/11. All but a very few of our nearly fifty stand alone businesses have been negatively impacted. Just by way of caution, my relief at seeing 2001 in the rearview mirror should not be taken as any indication that I have particularly high hopes for 2002. I see no evidence to support much optimism at this time and our business plans have been built accordingly. I do believe, however, that the worst is behind us and that our companies have done the right things during this difficult time. They are well-positioned to take maximum advantage of whatever opportunities are available to them during the year from the niche markets they each serve. "

In the fourth quarter, Dover adopted Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets ("FAS 144"). As required, Dover has retroactively applied FAS 144 to all transactions occurring during 2001 and all prior interim and full year reporting periods have been restated to reflect the impact of its adoption. Thus, certain discontinued businesses are presented separately from continuing operations in the financial statements. The largest component of the fourth quarter loss was the write-down of the discontinued operations to their fair value. None of the six entities discontinued in the fourth quarter, each of which was a component of a Dover company, was material to the historical earnings or sales of the market segments in which they were reported, or to Dover as a whole, either individually or in aggregate. The largest component of the full year 2001 income from discontinued operations of $81.7 million or $.40 per diluted share was the gain on the sale of businesses in the second quarter.

To aid investors in understanding the impact of this new accounting pronouncement on Dover's current and historical sales and earnings comparisons, there is an exhibit to this release (also available on our Website http://www.dovercorporation.com) containing an unaudited summary by segment of the sales and income from continuing operations, and the income (or loss) from continuing and discontinued operations for Dover as a whole, for each of the last eight quarterly periods. Also to aid investors, attached (and available on the Website) is a summary of the expenses and other charges by segment that Dover has incurred in the third and fourth quarter.

    SEGMENT RESULTS

Dover Technologies' fourth quarter sales declined $288.8 million or 53% to $ 252.2 million from the same period the prior year. Technologies lost $8.2 million in the fourth quarter compared to segment earnings of $80.8 million in the comparable quarter last year. Excluding the impact of $4.5 million in expenses for severance, facility closure, and asset reserves, Technologies lost $3.7 million in the fourth quarter. These charges were the result of specific responses to the severe downturn being experienced in the electronics markets. For the full year 2001, sales were $1,258.0 million and segment earnings were $33.9 million, excluding the impact of $46.9 million in expenses incurred in the third and fourth quarter for asset reserves and other restructuring related costs. Including these expenses Technologies' loss was $13.0 million for the year. Acquisitions completed in the last year added approximately $15.1 million to sales in the quarter, with a loss of $1.2 million after acquisition write-offs.

Technologies' Circuit Board Assembly and Test ("CBAT") business recorded a loss of $11.3 million for the fourth quarter, excluding restructuring expenses of $.7 million (primarily severance), compared to earnings of $48.6 million for last year's comparable period. Fourth quarter sales were $131.5 million, a decline of $201.2 million or 60% from last year. Bookings, at $129.2 million, were down 51% from the same period last year but were 18% higher than the third quarter of 2001. The book-to-bill ratio was .98 for the fourth quarter. Backlog, while at depressed levels at $53.5 million, was 19% higher than at the end of the third quarter. Current order intake is sporadic, and while there are many factors that will prevent a market recovery soon, the CBAT business is cautiously optimistic that the market will not deteriorate substantially from current levels.

Efforts to reduce costs in response to the depressed market conditions continued in the fourth quarter, particularly through another large lay-off at Universal Instruments, CBAT's largest company. While CBAT sales remain below current breakeven levels, the full impact of all cost reductions accomplished to-date was not available for the full quarter. While the flow through of these actions was not fully realized in the fourth quarter, and some further steps to lower the breakeven point to current sales levels may be necessary, Dover will maintain sufficient investment in this business during this downturn to assure a strong competitive position when the market does recover. In Technologies' SEC business, sales in the quarter were $64.5 million, a decline of $95.0 million or 60% from the same period last year. Earnings, excluding the impact of $4.9 million in severance, other restructuring costs, and inventory reserves, were a loss of $.2 million, a decline of $20.8 million from last year's fourth quarter. Net bookings in the fourth quarter of $47.1 million were down from $130.5 million in the same period last year but were $30.1 million or 56% higher than the third quarter. The book-to-bill ratio was .73 for the quarter, leaving backlog at $52.7 million at the end of the period. The datacom/telecom/networking customers who had dominated sales in 2000 and earlier 2001 are experiencing very low operating rates as capital spending for infrastructure appears frozen. There are no signs of near term improvement in those markets, though they remain very exciting longer term. Industrial, military, space and medical customers remain important.

In the quarter, Imaje, the French-based industrial ink-jet printer and ink manufacturer, had double digit sales and earnings increases as compared to last year, to cap a very successful year focused on increasing market penetration.

Dover Industries' fourth quarter sales declined 5% or $15.8 million to $280.9 million and segment income declined 28% or $13.3 million to $33.9 million compared to the same period last year. Excluding the effect of restructuring charges of $1.9 million, segment income was $35.8 million, a decline of 24% from the prior year, but up slightly from the $35.1 million in income reported in the third quarter before write-offs. For the full year, sales and segment income from continuing operations, excluding the third and fourth quarter charges and expenses of $4.4 million were $1,160.1 million and $146.7 million, down 4% and 23% respectively from the prior year. Segment bookings in the quarter were down 7% to $257.1 million and the book-to-bill ratio was .92 for the current quarter. Backlog decreased 1% from last year's fourth quarter and 12% from the third quarter of 2001 to $165.3 million. Acquisitions completed in the last year added approximately $13.4 million to sales in the quarter, with almost no impact on segment earnings after acquisition write-offs.

Except for Tipper Tie, PDQ and Chief, whose quarterly results all essentially matched last year, Industries companies each reported weaker results than the same period last year, all as a function of a much weaker economic environment. Tipper Tie, seasonally strong in the fourth quarter, also outperformed the third quarter, as did Chief and PDQ due to successful new products and lower product launch costs. Heil Trailer had its strongest quarter in a difficult year, despite the impact of a currency loss related to its small Argentinean operation.

Both Rotary Lift and Texas Hydraulics, which have been performing well in very difficult markets all year, saw spending in their markets decline sharply in the fourth quarter, and experienced both earnings and margin pressure.

Heil Environmental's results again trailed the prior year results but were consistent with the prior quarter. Heil Environmental and Marathon, which are influenced by many of the same industry factors, together accounted for roughly 40% of Industries' earnings decline for the full year. Triton, where quarterly comparisons to the prior year remained unfavorable, accounted for approximately 20% of the full year earnings decline.

Dover Diversified's continuing operations generated fourth quarter sales of $287.5 million, a $29.9 million or 12% increase from the same period last year. Segment income was $17.5 million, a decline of $23.5 million or 57% from the same period last year. Excluding the impact of asset impairment charges and expenses for restructuring actions totaling $6.8 million in the fourth quarter of 2001, segment income was $24.3 million, a decline of 41% from the comparable prior period. For the full year, sales of $1,104.6 million were up 8% from the prior year. Income from continuing operations, excluding the third and fourth quarter charges and expenses of $12.4 million was $105.7 million, down 30% from the prior year. Bookings in the quarter were $261.0 million, resulting in a book-to-bill ratio of .91; backlog at the end of the quarter of $374.4 million was 17% higher than last year and 5% lower than the third quarter. Acquisitions completed in the last year added approximately $21.7 million to sales in the quarter, with almost no impact on segment earnings after acquisition write-offs.

Diversified's quarterly comparisons were again severely impacted by continued losses at Crenlo (though losses declined from the prior quarters in 2001), as compared to strong profitability throughout the prior year. Crenlo management's operational improvements have struggled to keep pace with the impact of continued weakening in all segments of this business.

In addition, several of Diversified's companies sales and earnings comparisons have continued to deteriorate as 2001 progressed, due to weakening conditions in their served markets, notably SWF, Mark Andy, and Tranter. These businesses also accounted for most of Diversified's $6.8 million in impairment and restructuring charges in the quarter. In the fourth quarter the slowdown in the aerospace market also began to impact Sargent noticeably, and the outlook became uncertain both for OEM and aftermarket component sales.

Hill Phoenix's performance and outlook remain very favorable, particularly in light of lackluster market conditions. Performance Motorsports and Waukesha, who have enjoyed good markets most of the year, had favorable comparisons for the quarter and full year, helped by acquisition contribution.

Dover Resources' continuing operations generated a fourth quarter sales increase of 3% or $7.0 million, to $230.0 million and segment earnings were $26.1 million, a 4% increase from the same period last year. Excluding $1.7 million of restructuring charges, fourth quarter earnings of $27.8 million were an 11% increase from the same period last year. For the year 2001, sales were $942.5 million, up 7% from the prior year. Excluding third and fourth quarter charges and expenses of $4.7 million, full year income from continuing operations was $119.8 million, flat with the prior year. Segment bookings in the quarter were down 3% from the prior year to $217.2 million and the book-to-bill ratio was .94. Backlog finished at $86.8 million, a 12% decrease from last year and a 14% decrease from the third quarter. Acquisitions completed in the last year added approximately $3.8 million to sales in the quarter, with almost no impact on segment earnings after acquisition write-offs.

Resources' oil and gas market related businesses (Petroleum Equipment Group, C. Lee Cook and Quartzdyne), had experienced declining earnings on a sequential basis throughout 2001, but had outperformed the prior year until the fourth quarter, when they fell slightly below the prior year's level. The outlook in this market is very uncertain, but with a more clearly negative bias now than was the case even last quarter.

The automotive and industrial markets served by De-Sta-Co Industries and De-Sta-Co Manufacturing, the transportation markets that influence OPW Fluid Transfer Group, the broad industrial markets served by Wilden and Tulsa Winch, and the petroleum retailing markets served by OPW Fueling Components were all very weak in the fourth quarter.

Blackmer and RPA Process Technologies, which serve the process industries, and Hydro Systems, serving the dispenser market, all had very strong results in the quarter as compared to their very weak results in the same period last year, but this is not indicative of a favorable trend because the outlook for capital spending in their markets is unclear.

Dover Corporation also reports its pretax earnings on an EBITACQ basis (Earnings before Interest, Taxes, and non-cash charges arising from purchase accounting for Acquisitions). Fourth quarter EBITACQ for continuing operations of $86.0 million was 61.3% lower than the prior year's fourth quarter.

Dover's tax rate for continuing operations for the current year was 16.9% for the fourth quarter. The low rate reflects the impact of European tax restructuring that was finalized in the fourth quarter. The tax rate for continuing operations for the full year was 30.0% compared to 30.9% for the prior year.

For the full year 2001, Dover invested $281.8 million in acquisitions compared to $506.3 million last year. Dover completed one add-on acquisition during the quarter in the Dover Diversified segment. This acquisition had a negligible impact on net income due to acquisition-related amortization and depreciation. Acquisitions completed in the last twelve months added $54.0 million in sales for the quarter, with almost no impact on segment earnings after acquisition write-offs.

Net debt levels declined from the end of the third quarter of 2001 by $137.5 million to $900.2 million at December 31, 2001, due to reductions in the investment in working capital in the fourth quarter, the low level of acquisition spending in the quarter, and the absence of share repurchases in the quarter. Debt reduction for the full year was $388.2 million, and the net debt to equity ratio at the end of the year was 26.3%, the lowest level since 1992.

Year-to-date repurchases totaled 934,200 shares at an average price of $33.17 for a total investment of $31.0 million.

Additional unaudited information on Dover and its operating companies can be found on the company website. (http://www.dovercorporation.com). In addition to updates to financial information already posted to the website, additional information about the performance of Dover Technologies' CBAT business compared to certain available industry data has also been posted for the purpose of potentially aiding investors studying this business. Dover makes no representation about the utility of this data or the validity of any conclusions that might be reached by referring to it. In addition, Dover will post to the website the segment detail of EBITACQ, as well as supplemental cash flow disclosure.

The Dover website will host a Webcast of the fourth quarter conference call at 2:00 PM Eastern Time on Tuesday, January 22, 2002. The conference call will also be made available for replay on the website.

Dover Corporation makes information available to the public, orally and in writing, which may use words like "expects" and "believes", which are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. This press release contains forward-looking statements regarding future events and the performance of Dover Corporation that involve risks and uncertainties that could cause actual results to differ materially including, but not limited to, failure to achieve expected synergies, failure to successfully integrate acquisitions, failure to service debt, continuing impacts from the terrorist events of September 11, 2001 on the worldwide economy, economic conditions, customer demand, increased competition in the relevant market, and others. Dover Corporation refers you to the documents that it files from time to time with the Securities and Exchange Commission, such as the Form 10-K, Form 10-Q and Form 8-K, which contain additional important factors that could cause its actual results to differ from its current expectations and from the forward-looking statements contained in this press release.

                        DOVER CORPORATION CONSOLIDATED
                            MARKET SEGMENT RESULTS
                                 (unaudited)

                       Fourth quarter ended December 31,
                                                                   Percent
    SALES                          2001            2000             Change

    Dover Technologies         $252,482,000    $541,298,000          -53%
    Dover Industries            280,901,000     296,687,000           -5%
    Dover Diversified           287,453,000     257,511,000           12%
    Dover Resources             229,921,000     222,959,000            3%

    Total Continuing (after
     intramarket
     eliminations)           $1,049,526,000  $1,316,738,000          -20%

    EARNINGS (Loss)

    Dover Technologies          $(8,150,000)    $80,782,000         -110%
    Dover Industries             33,873,000      47,172,000          -28%
    Dover Diversified            17,530,000      41,049,000          -57%
    Dover Resources              26,054,000      24,994,000            4%

    Subtotal Continuing          69,307,000     193,997,000          -64%

    Loss on Disposition **               --      (1,846,000)
    Corporate expense            (6,736,000)     (6,823,000)          -1%
    Net interest expense        (18,013,000)    (26,513,000)         -32%
    Earnings before taxes
     on income                   44,558,000     158,815,000          -72%
    Taxes on income               7,524,000      31,470,000          -76%
    Net earnings - Continuing
     Operations                  37,034,000     127,345,000          -71%
    Net earnings - Discontinued
     Operations, net of tax *   (13,488,000)      7,348,000
    Net earnings                $23,546,000    $134,693,000          -83%

    Net earnings per diluted
     common share - Continuing       $ 0.18           $0.62          -71%
    Net earnings per diluted
     common share - Discontinued *   $(0.06)          $0.04
    Net earnings per diluted
     common share                    $ 0.12           $0.66          -82%

    Average number of diluted
     shares outstanding         204,013,000     204,677,000

    Impact of acquisition
     write-offs on diluted EPS:
    EPS - Continuing                 $ 0.18           $0.62          -71%
    Goodwill write-offs (net of tax)   0.05            0.04
    EPS before goodwill                0.23            0.66          -65%
    Other acquisition
     write-offs (net of tax)           0.03            0.05
    EPS before all acquisition
     write-offs                      $ 0.26           $0.71          -63%

     *  In the fourth quarter of 2001, the Company elected to adopt SFAS
        No. 144, "Accounting for the Impairment or Disposal of Long-Lived
        Assets" as of January 1, 2001. In accordance with SFAS No. 144, the
        Company identified entities that qualified for discontinued operations
        presentation, including AC Compressor and the welding businesses of
        Dovatech that were sold in the second quarter of 2001.  Fourth quarter
        impairment charges required to write down discontinued operations to
        fair value totaled ($.08) per diluted share.  Year-to-date results and
        corresponding prior year periods, including interim periods, were
        restated to present the results of operations, the impairment charges
        and the gains on the sale of these discontinued operations,   net of
        tax, in the net earnings from discontinued operations.

     ** 2000 continuing results include a loss on the disposition of a
        business prior to the adoption of SFAS No. 144.

                        DOVER CORPORATION CONSOLIDATED
                            MARKET SEGMENT RESULTS
                                 (unaudited)

                         Twelve months ended December 31,
                                                                   Percent
    SALES                         2001            2000              Change

    Dover Technologies       $1,257,964,000  $2,100,004,000          -40%
    Dover Industries          1,160,147,000  $1,203,431,000           -4%
    Dover Diversified         1,104,613,000   1,019,307,000            8%
    Dover Resources             942,503,000     877,405,000            7%

    Total Continuing (after
     intramarket
     eliminations)           $4,459,695,000  $5,192,691,000          -14%

    EARNINGS (Loss)

    Dover Technologies         $(12,953,000)   $391,960,000         -103%
    Dover Industries            142,234,000     190,977,000          -26%
    Dover Diversified            93,330,000     150,607,000          -38%
    Dover Resources             115,011,000     120,003,000           -4%

    Subtotal Continuing         337,622,000     853,547,000          -60%

    Gain on dispositions
     and sale of
     equity securites **                 --      10,495,000
    Corporate expense           (23,908,000)    (27,278,000)         -12%
    Net interest expense        (75,280,000)    (89,133,000)         -16%
    Earnings before taxes
     on income                  238,434,000     747,631,000          -68%
    Taxes on Income              71,595,000     230,867,000          -69%
    Net earnings - Continuing
     Operations                 166,839,000     516,764,000          -68%
    Net earnings - Discontinued
     Operations, net of tax *    81,698,000       2,848,000
    Net earnings               $248,537,000    $519,612,000          -52%

    Net earnings per diluted
     common share - Continuing       $ 0.82           $2.52          -67%
    Net earnings per diluted
     common share - Discontinued *   $ 0.40           $0.02
    Net earnings per diluted
     common share                    $ 1.22           $2.54          -52%

    Average number of diluted
     shares outstanding         204,013,000     204,677,000

    Impact of acquisition
     write-offs on diluted EPS:
    EPS - Continuing *               $ 0.82           $2.52          -67%
    Goodwill write-offs (net of tax)   0.21            0.18
    EPS before goodwill *              1.03            2.70          -62%
    Other acquisition
     write-offs (net of tax)           0.14            0.16
    EPS before all acquisition
     write-offs *                    $ 1.17           $2.86          -59%

     *  In the fourth quarter of 2001, the Company elected to adopt SFAS
        No. 144, "Accounting for the Impairment or Disposal of Long-Lived
        Assets" as of January 1, 2001. In accordance with SFAS No. 144, the
        Company identified entities that qualified for discontinued operations
        presentation, including AC Compressor and the welding businesses of
        Dovatech that were sold in the second quarter of 2001 generating a
        year-to-date gain of $.47 per diluted share.   Impairment charges,
        required to write down discontinued operations to fair value totaled
        ($.08) per diluted share.  Year-to-date results and corresponding
        prior year periods, including interim periods, were restated to
        present the results of operations, the impairment charges and the
        gains on the sale of these discontinued operations, net of tax, in the
        net earnings from discontinued operations.

     ** 2000 continuing results include a pre-tax gain on sale of marketable
        securities of $13.7 million and a pre-tax loss of $3.2 million on the
        disposition of a business prior to the adoption of SFAS No. 144.

                      Dover Corporation and Subsidiaries
             RESTATED QUARTERLY DATA FROM CONTINUING OPERATIONS*
             (unaudited) (in thousands except per share figures)

                            Net         Net                 Per Share
    Quarter                Sales      Earnings          Basic       Diluted
    2001
    First               $1,210,174       $77,945        $0.38         $0.38
    Second               1,115,484        48,806         0.24          0.24
    Third                1,084,511         3,054         0.02          0.02
    Fourth               1,049,526        37,034         0.18          0.18
                        $4,459,695      $166,839        $0.82         $0.82

    2000
    First               $1,201,918      $114,366        $0.56         $0.56
    Second               1,322,296       132,353         0.66          0.65
    Third                1,351,739       142,700         0.70          0.69
    Fourth               1,316,738       127,345         0.63          0.62
                        $5,192,691      $516,764        $2.55         $2.52


                      Dover Corporation and Subsidiaries
            RESTATED QUARTERLY DATA FROM DISCONTINUED OPERATIONS*
             (unaudited) (in thousands except per share figures)

                              Net       Net                         Per Share
    Quarter                  Sales    Earnings (loss)   Basic        Diluted
    2001
    First                 $ 37,389        $1,141        $0.01         $0.01
    Second                  23,091        94,492         0.46          0.46
    Third                    4,042          (447)          --         (0.01)
    Fourth                   3,767       (13,488)       (0.07)        (0.06)
                          $ 68,289       $81,698        $0.40         $0.40

    2000
    First                 $ 49,365        $2,953        $0.02         $0.01
    Second                  56,965         4,379         0.01          0.02
    Third                   38,746       (11,832)       (0.05)        (0.05)
    Fourth                  62,950         7,348         0.03          0.04
                          $208,026        $2,848        $0.01         $0.02

     *  In the fourth quarter of 2001, the Company elected to adopt SFAS
        No. 144, "Accounting for the Impairment or Disposal of Long-Lived
        Assets" as of January 1, 2001.  In accordance with SFAS No. 144, the
        Company identified entities that qualified for discontinued operations
        presentation, including AC Compressor and the welding businesses of
        Dovatech that were sold in the second quarter of 2001.  Fourth quarter
        2001 impairment charges, required to write down discontinued
        operations to fair value totaled ($.08) per diluted share.
        Year-to-date results and corresponding prior year periods, including
        interim periods were restated to present the results of operations,
        the impairment charges and the gains on the sale of these discontinued
        operations, net of tax, in the net earnings from discontinued
        operations.

                      Dover Corporation and Subsidiaries

           RESTATED MARKET SEGMENT DATA FROM CONTINUING OPERATIONS*
             (unaudited) (in thousands except per share figures)

    Operational      DTI          DII          DDI         DRI       DOVER
     Profit (Loss)

    2001
    First Qtr.    $48,226      $36,356      $20,032      $31,958    $136,572
    Second Qtr.       499       39,410       34,260       30,149     104,318
    Third Qtr.    (53,528)      32,595       21,508       26,850      27,425
    Fourth Qtr.    (8,150)      33,873       17,530       26,054      69,307
    Total-2001  ($ 12,953)    $142,234      $93,330    $115,011     $337,622

    2000
    First Qtr.    $84,795      $47,859      $31,024      $33,603    $197,281
    Second Qtr.   110,345       48,926       40,400       32,036     231,707
    Third Qtr.    116,038       47,020       38,134       29,370     230,562
    Fourth Qtr.    80,782       47,172       41,049       24,994     193,997
    Total-2000   $391,960     $190,977     $150,607    $120,003     $853,547


     Sales            DTI          DII          DDI          DRI     DOVER**

    2001
    First Qtr.   $434,430     $290,263     $250,275     $236,635  $1,210,174
    Second Qtr.   301,850      299,383      274,352      241,390   1,115,484
    Third Qtr.    269,202      289,600      292,533      234,557   1,084,511
    Fourth Qtr.   252,482      280,901      287,453      229,921   1,049,526
    Total-2001 $1,257,964   $1,160,147   $1,104,613     $942,503  $4,459,695

    2000
    First Qtr.   $466,367     $287,548     $234,155     $215,667  $1,201,917
    Second Qtr.   527,352      315,039      267,368      214,836   1,322,296
    Third Qtr.    564,987      304,157      260,273      223,943   1,351,740
    Fourth Qtr.   541,298      296,687      257,511      222,959   1,316,738
    Total-2000 $2,100,004   $1,203,431   $1,019,307     $877,405  $5,192,691

    *   Restated segment sales and earnings that reflect the adoption of
        SFAS No. 144.
    **  After Intramarket eliminations


                     MARKET SEGMENTS - DOVER CORPORATION
                              SUMMARY OF CHARGES

                                3rd Quarter   4th Quarter  3rd & 4th Quarter
                                   2001            2001          2001
                                 Charges         Charges       Charges

    Dover Technologies          $ 42,368         $ 4,534       $46,902
    Dover Industries               2,500           1,935         4,435
    Dover Diversified              5,505           6,848        12,353
    Dover Resources                3,000           1,749         4,749
    Total Charges                 53,373          15,066        68,439
    Income tax                    18,712           5,273        23,985
    Impact on earnings -
     continuing operations      $ 34,661         $ 9,793       $44,454

    Diluted EPS impact -
     continuing operations         $0.17           $0.05

                        DOVER CORPORATION CONSOLIDATED
                                 (unaudited)

                                                 December 31,     December 31,
    BALANCE SHEET ('000) *                            2001           2000

    Assets:
    Cash, equivalents and marketable securities     $176,862       $185,989
    Receivables, net of allowances
     for doubtful accounts                           675,233        869,510
    Inventories                                      660,601        750,599
    Prepaid expenses                                  98,197        100,929
    Net property, plant & equipment                  761,361        715,244
    Goodwill & other intangibles, net
     of amortization                               2,119,617      1,973,065
    Other assets                                      56,359         82,884

    Assets of discontinued operations *                6,627        213,896
                                                  $4,554,857     $4,892,116

    Short term debt                                 $ 43,780       $842,537
    Payables and accrued expenses                    620,092        681,639
    Taxes payable (including deferred)               214,117        109,648
    Deferred credits                                 107,555        145,102
    Liabilities of discontinued operations*           16,642         39,510
    Long-term debt                                 1,033,243        631,846
    Stockholders' equity                           2,519,428      2,441,834
                                                  $4,554,857     $4,892,116

 *  In the fourth quarter of 2001, the Company elected to adopt SFAS No. 144,
    "Accounting for the Impairment or Disposal of Long-Lived Assets" as of
     January 1, 2001. In accordance with SFAS No. 144, the Company
     identified entities that qualified for discontinued operations
     presentation, including AC Compressor and the welding businesses of
     Dovatech that were sold in the second quarter of 2001.  As required, the
     assets and liabilities related to discontinued operations have been
     segregated in the asset and liability sections of the Balance Sheet for
     the years presented.
SOURCE Dover Corporation

CONTACT:          David S. Smith, Vice President Finance of Dover,
                  +1-212-922-1640

URL:              http://www.dovercorporation.com
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