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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the transition period from                 to                .

Commission File No. 1-4018

DOVER CORPORATION
(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code
(212) 922-1640

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Title of class

None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past ninety days. Yes X   No    

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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The aggregate market value of the voting stock held by non-affiliates of the Registrant as of the close of business February 28, 2002 was $8,019,804,284. Registrant’s closing price as reported on the New York Stock Exchange-Composite Transactions for February 28, 2002 was $39.57 per share.

The number of outstanding shares of the Registrant’s common stock as of February 28, 2002 was 202,673,851.

DOCUMENTS INCORPORATED BY REFERENCE

Special Notes Regarding Forward Looking Statements

     This Annual Report on Form 10-K within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, industries in which the Company operates, the U.S. and global economies, earnings, cash flow and operating improvements and may be indicated by words or phrases such as “anticipates,” “supports”, “plans”, “projects”, “expects”, “should”, “hope”, “forecast”, “Dover believes”, “management is of the opinion” and similar words or phrases. Forward-looking statements are subject to inherent uncertainties and risks, including among others: continuing impact from the terrorist events of September 11, 2001 on the worldwide economy; increasing price and product/service competition by foreign competitors, including new entrants caused in part by the strong U.S. dollar; technological developments and changes; the ability to continue to introduce competitive new products and services on a timely, cost effective basis; the relative mix of products/services which impacts margins and operating efficiencies; the achievement of lower costs and expenses; domestic and foreign governmental and public policy changes including environmental regulations; protection and validity of patent and other intellectual property rights; the continued success of the Company’s acquisition program; the cyclical nature of some of the Company’s business; and the outcome of pending and future litigation and governmental proceedings. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions including interest rate and currency exchange rate fluctuations. In light of these risks and uncertainties, actual events and results may vary significantly from those included in or contemplated or implied by such statements. Readers are cautioned not to place undue reliance on such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I

Item 1. Business

Overview
Dover Corporation (“Dover” or the “Company”), originally incorporated in 1947 in the State of Delaware, is a diversified industrial manufacturing corporation encompassing 49 operating companies which manufacture a broad range of specialized industrial products and sophisticated manufacturing equipment and provide a range of related services.

The Company’s businesses are divided into four business segments. Dover Diversified builds packaging and printing machinery, heat transfer equipment, food refrigeration and display cases, specialized bearings, construction and agricultural cabs, as well as sophisticated products for use in the defense, aerospace and automotive industries. Dover Industries makes products for use in the waste handling, bulk transport, automotive service, commercial food service and packaging, welding, cash dispenser and construction industries. Dover Resources manufactures products primarily for the automotive, fluid handling, petroleum, winch and chemical equipment industries. Dover Technologies builds sophisticated automated assembly and testing equipment and specialized electronic components for the electronics industry, and industrial printers for coding and marking. Dover Elevator was sold to Thyssen Industrie AG on January 5, 1999.

In general, the Company’s businesses are leaders in their defined market niche, manufacture high-end, value-added industrial products rather than commodities, and are focused on growth and strong internal cash flow generation. The Company has historically been able to generate cash flow in excess of its ongoing needs, including capital expenditures. The first priority for the Company’s cash flow is reinvestment in existing businesses for high return. The second use of excess cash flow is for acquisitions. The Company has a long-standing and successful acquisition program, which traditionally focused on acquiring new or stand-alone businesses. However, since 1992, increased emphasis has been placed on acquiring businesses that can be added on to existing operations. From January 1, 1997 through December 31, 2001, the Company made 84 acquisitions at a total acquisition cost of $2,194 million. In 2001, the Company completed 1 stand-alone and 11 add-on acquisitions at a total cost of about $282 million. For more detail regarding acquisitions completed over the past three years, see Note 2 to the Consolidated Financial Statements in Item No. 8. These acquisitions have had a substantial impact on the Company’s increase in sales and earnings since 1996. The Company aims to acquire and develop “platform” businesses, which are marked by growth, innovation and higher than average profit margins. It seeks to have each of its businesses be a leader in its market as measured by market share, innovation, profitability and return on assets. Lastly, the Company manages its cash flow so that external debt levels and its capital structure to support continued ready access to the capital markets.

The Company practices a highly decentralized management style. The presidents of operating companies are very autonomous and have a high level of independent responsibility for their businesses and their performance. This is in keeping with the Company’s operating philosophy that independent operations are better able to serve customers by focusing closely on their products and reacting quickly to customer needs. The Company’s executive management’s role is to provide management oversight, allocate and manage capital, assist in major acquisitions, evaluate, motivate and, as necessary, replace operating management and provide selected other services.

Business Segments
The Company groups its products and services by industry into four market segments: Dover Technologies, Dover Industries, Dover Diversified, and Dover Resources, described below. For more information on these segments and their products, sales, markets served, earnings before tax and total assets for the five years ended December 31, 2001, see Note 15 to the Consolidated Financial Statements in Item No. 8 and Management’s Discussion and Analysis in Item No. 7.

Dover Technologies
Dover Technologies is comprised of eleven stand-alone operating companies that manufacture products in three broad groupings: Circuit Board Assembly and Test equipment, Specialized Electronic Components, and Marking and Imaging systems. In 2001, Dover Technologies made three add-on acquisitions: Markpoint and Adhoc (Imaje) and MultiTest (Everett Charles). A description of each stand-alone operating company is provided below:

Circuit Board Assembly and Test (CBAT)
Universal Instruments manufactures high speed precision machinery used to place components onto printed circuit boards and produce semiconductor packages. Its products include thru-hole component assembly machines, surface mount assembly machines, odd component assembly cells as well as die attach and die sorting machinery. It also provides complete assembly lines by integrating all machinery and software necessary to provide a complete assembly solution. The Universal Surface Mount Laboratory provides process solutions and supports a consortium of more than 30

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leading electronic manufacturing companies who develop advanced packaging. Universal manufactures in the U.S. and Switzerland and operates throughout the world with sales and service operations in more than 30 countries.

DEK makes high speed precision screen printers and related consumables used to apply solder paste and epoxy glue at the start of the printed circuit board assembly process. Advanced applications include printing solder paste bumps onto semiconductor wafers used in the “flip chip” process and depositing “balls” onto “ball grid” array packages. DEK manufactures in the U.K. and has sales/service offices throughout Europe, North America and Asia Pacific, with a network of distributors and agents providing further support in these territories.

Everett Charles Technologies makes machines, test fixtures and related products used in testing “bare” and “loaded” electronic circuit boards. Machines are built in the U.S. and Europe and test fixtures are made at ten locations worldwide. Products are marketed directly on a worldwide basis.

OK International manufactures specialized and manual industrial tools for the electronics workbench, including precision manual soldering and desoldering tools, ball grid array rework and inspection stations, fluid dispensing systems, static control and ionization equipment, and wirewrap tools and other hand tools. Products are made at various U.S. locations for sales to customers in the electronics, aerospace and telecom industries, through sales organizations around the world who manage distributors and independent representatives.

Vitronics-Soltec manufactures automated soldering systems for high volume electronic circuit board manufacturing. With factories in the U.S. and Holland, it makes wave soldering machines used for thru-hole and double-sided surface mount printed circuits, reflow soldering systems used for standard surface mount circuits and selective soldering systems used to automatically solder large odd-shaped components often used in the automotive and telecom industries. Vitronics-Soltec has sales/service offices in Europe, North America and Asia and sells direct to customers.

Specialty Electronic Components (SEC)
Quadrant Technologies makes high frequency engineered components and subsystems, including frequency generation and control components using quartz crystal and surface acoustic wave (SAW) technologies, single and multilayer high frequency capacitors, microwave synthesizers (multiple frequency generators), and microwave and millimeter wave transceivers. Products are made in the U.S. and Germany at multiple locations for direct sale to the global telecom/datacom industry, both wired and wireless.

K&L Microwave designs and manufactures a wide range of radio frequency and microwave filters including ceramic and dielectric resonator units, duplexers and diplexers, combiners, receive multicouplers, directional couplers and wireless subassemblies for cellular base stations. In addition to serving the wireless industry, K&L sells to numerous military and aerospace customers. K&L has manufacturing activities in the U.S. and Dominican Republic and sells its products worldwide through representatives.

Novacap is a specialty manufacturer of multilayer ceramic capacitors and planar arrays for commercial and high voltage, high reliability applications. It makes products in the U.S. and the U.K., and sells through both representatives and distributors worldwide to telecom/datacom equipment, implanted medical products, aerospace and automotive manufacturers.

DT Magnetics is a manufacturer of specialty ferrite core transformers with operations in the U.S. and Dominican Republic. Its primary customers are in the telecom/datacom and industrial electronics markets with sales made through manufacturer’s representatives throughout North America.

Dow-Key Microwave is a specialty manufacturer of microwave electro-mechanical switches for use in the medical, wireless, military and high-reliability space industries. Design and manufacturing operations are in the U.S. and sales are made worldwide through representatives.

Marking and Imaging
Imaje is a major worldwide supplier of industrial inkjet marking and coding systems. Its primary product is a Continuous Ink Jet (CIJ) printer, which is used for marking of variable information (such as date codes or serial numbers) on consumer products. Markpoint, acquired in 2001, added two new technologies to Imaje’s product lineup: Drop on Demand (DOD) printers and thermal printers used for marking on secondary packaging such as cartons. Imaje’s markets are very broad and include food, beverage, cosmetics, pharmaceutical, electronics, automotive and other applications where variable marking is required. Products are made in France, Sweden, U.S. and China, where Imaje engages in both printer assembly and the formulation of ink. Imaje’s direct sales/service network has subsidiaries in 29 countries. With distributors, Imaje sells in over 90 countries.

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Dover Industries
Dover Industries is comprised of fourteen stand-alone operating companies that manufacture a diverse mix of equipment and components for use in the waste handling, bulk transport, automotive service, commercial food service, packaging, and construction equipment industries. In 2001 Dover Industries made one stand-alone acquisition, Kurz Kasch, Inc., and acquired two add-on businesses: Schreiber Engineering (DovaTech) and Bayne Machine Works, Inc. (Heil Environmental). In April of 2001, Dover Industries sold the welding products business of DovaTech. A description of each stand-alone operating company is provided below:

Major Units
Heil Environmental manufactures a wide variety of refuse collection bodies (garbage trucks) including front loaders, rear loaders, side loaders, and recycling units. Heil Environmental sells its products to municipal customers, national accounts, and independent waste haulers through a network of distributors, and directly in certain geographic areas. Products are manufactured in the U.S., for sales primarily in North America, and in the U.K. and Thailand for the European and Far Eastern Markets.

Marathon Equipment manufactures on-site waste management and recycling systems, including a variety of stationary compactors, roll-off hoists and vertical, horizontal and two ram balers. Equipment is manufactured and sold primarily in the U.S. to distribution centers, malls, stadiums, arenas, hotels/motels, warehouses, office complexes, apartment buildings, retail stores, businesses, and recycling centers.

Heil Trailer International produces a complete line of tank trailers including aluminum, stainless steel and steel trailers that carry petroleum, chemical, edible, dry bulk, waste and oil field products. Trailers are marketed directly to customers in the construction, trucking, railroad, oil, recovery and heavy haul industries, as well as to various government agencies, primarily through distributors, both domestically and internationally. Heil Trailer has manufacturing facilities on four continents.

Rotary Lift manufactures a wide range of vehicle lifts, sold primarily through channels of light-duty and heavy-duty equipment distributors, with products supplied to a wide variety of markets including independent service and repair shops, national chains and franchised service facilities, new car and truck dealers, national and local governments, and government maintenance and repair locations. Rotary has manufacturing operations located in the U.S. and Italy and sells primarily in the Americas and Europe.

PDQ Manufacturing, Inc. manufactures touch free vehicle wash systems, which are sold primarily in the U.S. and Canada to major oil companies as well as to distributors. Sales are made through an industry distribution network that installs the equipment and provides after-sale service and support.

Tipper Tie develops and manufactures a wide variety of packaging machinery which employs a clip as the means of flexible package closure. These machines and clips are sold worldwide primarily for use with meat, poultry and other food products. Tipper Tie also produces industrial wire products and a line of woven netting products used in many industries, including the meat and poultry, horticulture, Christmas tree, and environmental markets. International sales currently generate over 50% of total sales.

Other Units
Chief Automotive Systems manufactures vehicle collision measuring and repair systems, including pulling equipment, and computerized and mechanical measuring systems. Chief markets its equipment worldwide in over 40 countries throughout Europe, Asia and the Americas, utilizing a direct sales, service and training organization, as well as through distributors.

Randell produces commercial foodservice equipment for use in both food preservation (storage) and food preparation, including commercial refrigerators and freezers, hot food holding equipment, ventilation, display cases, beer dispensing equipment, conveyorized pizza ovens, and custom stainless steel counters. Randell’s products are sold through distributors primarily in North and South America.

Groen manufactures commercial food service cooking equipment, primarily steam-jacketed kettles and tilting braising pans, at one U.S. facility. Groen primarily serves the domestic institutional and commercial food industry and markets its products through a network of distributors and sales agents, as well as a direct sales force.

Texas Hydraulics manufactures highly engineered welded hydraulic cylinders for sale to the work platform, aerial utility truck, material handling, construction, and mining industry OEM’s throughout North America. Cylinders are manufactured in Texas and Tennessee for sale directly to customers and through distributors in North America.

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Triton Systems manufactures small footprint cash-dispensing automatic teller machines (“ATMs”) for off-premise locations such as convenience stores, airports, hotels, restaurants, shopping centers and casinos. The company has more than 55,000 installations in over 15 countries worldwide. Triton sells through an independent sales organization for installation throughout the world, although the primary markets are North America, Australia and the U.K.

Kurz-Kasch manufactures electromagnetic products and specialty plastic components, primarily electromagnetic stators that regulate electronic fuel injectors, electronic fuel pumps for the heavy truck and automotive industries, phenolic brake pistons and electronic valve assemblies. Kurz-Kasch also manufactures specialty plastic components used in aerospace, electrical, telecommunications and other industries. All products are manufactured in the U.S. and sold direct to OEM’s.

DovaTech produces industrial CO2 lasers used for cutting, welding, drilling and cladding processes in the aerospace, automotive, heavy equipment and sheet metal fabrication industries, YAG lasers used in a variety of micromachining, marking, engraving, diamond processing, welding and cutting applications, and related equipment used to control the temperature of industrial lasers, machine tools, welding equipment, machinery coolants, plastic injection molding equipment and medical diagnostic equipment. All products are made in the U.S. for sale directly and through distributors in North America and Europe.

Somero Enterprises manufactures highly specialized laser guided concrete spreading equipment used in the commercial construction industry. Products are built in the U.S. and sold through a direct sales force, sales representatives and dealers.

Dover Diversified
Dover Diversified’s ten stand-alone operating companies manufacture equipment and components for industrial, commercial and defense applications. In 2001, Dover Diversified companies completed five “add-on” acquisitions: Comco (Mark Andy), Tisma Machinery (SWF), Carillo and Perfect Bore (Performance Motorsports) and Federal Mogul RPB (Waukesha). In May of 2001, Dover Diversified sold an operating company, AC Compressor, that produced specialized centrifugal, oil free screw and rotary compressors. A description of each continuing stand-alone operating company is provided below:

Major Units
Tranter manufactures three distinct types of heat transfer products for a wide range of applications in a variety of industries. The Gasketed & Welded products, plate and frame heat exchangers, welded surface heat exchangers, and all-welded plate heat exchangers are made in the U.S., Sweden and the U.K. The Brazed Products group’s facilities in Sweden, Switzerland, the U.S. and Malaysia produce copper-brazed and nickel-brazed heat exchangers, and small gasketed heat exchangers. Radiator Products manufactures radiators to cool oil-filled electrical transformers and has two facilities in North America. The majority of Tranters’ sales are equally divided between the U.S and European markets. Tranter’s products are sold by a direct sales force in the North American market, through wholly owned sales companies in European and Asian markets and through sales agents and manufacturing representatives in other parts of the world.

Sargent supplies hydraulic power aerospace and fluid control components to the aerospace and marine marketplace. From six U.S. locations, these businesses produce quiet hydraulic components for U.S. submarines, hydraulic valves and actuators for aircraft, space and amphibious assault vehicles, landing gear hydraulic components, self-lubricating bearings for aircraft, pneumatic rings and seals for aircraft engines, and various other precision engineered components. These businesses share common customers throughout the commercial aerospace and defense industries and sell generally on a direct basis throughout the world.

Hill Phoenix’s six U.S. manufacturing facilities provide refrigeration systems, display cases, walk-in coolers and freezers, electrical distribution products, and engineering services for sale to the supermarket industry, as well as commercial/industrial refrigeration and convenience store customers. Hill Phoenix sells equipment primarily in North America directly to the end user with a small percentage of sales through independent distributors.

Mark Andy manufactures printing equipment and accessories primarily for the specialty packaging-printing segment at three locations in the U.S. and Europe. The company specializes in the fabrication of narrow web printing presses used for producing pressure sensitive labels for the food, cosmetic, pharmaceutical and logistics (inventory, transportation, baggage handling) markets, as well as dry offset printing machines used in direct printing on rigid plastic containers (cups, tubs, lids and tubes) and color measurement control systems for printing presses. Products are sold primarily in the Americas and Europe through distributors.

Performance Motorsports sells primarily pistons, and other engine components into motor-sport and power-sport markets that include high performance racing, motorcycles, all-terrain vehicles, snowmobiles and watercraft. Performance Motorsports products include forged and cast pistons, connecting rods, and liners along with their complimentary

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components, including, piston rings, bearings, gaskets, and a variety of other internal valve train and engine components, as well as suspension, braking, clutching, and chassis components. Products are manufactured in the U.S. and Europe for sale through distributors.

Waukesha Bearings Corporation manufactures bearings for certain rotating machinery applications including turbo machinery, motors and generators, for use in the industrial, utility, naval and commercial marine industries. Waukesha’s product lines include polymer, ceramic and magnetic designs for specific customer applications, as well as hydrodynamic bearing design applications. Waukesha’s Hydratight Sweeney business makes manual and hydraulic bolt tightening devices, and its Central Research Laboratories business makes remote control manipulators for hazardous or sterile environments. The company operates manufacturing facilities in the U.S. and the U.K. and sales are made primarily in Europe and North America both directly and through agents in several different countries.

Crenlo fabricates operator cabs and rollover structures for sale to OEM manufacturers in the construction, agriculture, and commercial equipment markets, such as Caterpillar, Deere & Company, and Case New Holland. In addition, Crenlo produces “build-per-print” high volume sheet metal enclosures for the electronics, telecommunications and electrical markets. Crenlo operates two manufacturing facilities in the U.S., which is its primary market.

Other Units
Belvac manufactures systems in the U.S. to provide beverage canmakers with high-speed trimming, necking, base reprofiling and reforming, shaping, bottom rim coating, flanging and inspection capabilities.

SWF Companies manufactures packaging automation machinery utilized in forming, loading and sealing folding carton stock and corrugated board packaging. SWF’s products are sold primarily in the U.S. through direct representation as well as indirect channels. Approximately 30% of the Company’s machines are installed and operated outside of North America.

Langbein & Engelbracht (L&E), based in Germany, assembles and installs custom pollution and air handling systems used in paper mills, paint shops and environmental control equipment for various industrial applications. L&E primarily serves the paper, automotive and process engineering markets throughout the world.

Dover Resources
Dover Resources’ fourteen stand-alone operating companies manufacture components and equipment primarily for the oil and gas production industry, the petroleum retailing industry, the process industries, the automotive industries, and select commercial markets. During 2001, Dover Resources completed one add-on acquisition, CPI Products (De-Sta-Co Industries). A description of each stand-alone operating company is provided below:

Major Units
The Petroleum Equipment Group (“PEG”) consists of four operating units, Norris, Alberta Oil Tool (“AOT”), Norriseal and Ferguson-Beauregard, which primarily serve the upstream oil and gas production industry. Norris and AOT produce forged steel sucker rods, integral parts of artificial lift systems used primarily in on-shore oil and gas production. Norriseal provides control valves, butterfly valves, and control instrumentation primarily for oil and gas production applications, and, to a lesser extent, the general industrial, refining, chemical processing and marine markets. Ferguson-Beauregard provides products that improve production from natural gas wells, and electronic well controllers for remotely monitoring, controlling and optimizing production from natural gas fields. Sales are made both directly to customers and through various distribution channels. PEG’s market is global, but sales are predominantly in North America, with the bulk of international sales occurring in South America.

OPW Fueling Components Group is a leading global supplier of gasoline dispensing nozzles, related fueling components and systems and underground secondary containment products for service stations, including conventional gasoline nozzles, vapor recovery nozzles, swivels, breakaways, and a complete line of valves and connectors used on gasoline storage tanks. Its Petro Vend unit provides automated fuel management systems to oil companies and commercial and private refueling operations around the world. Its products are marketed globally through a network of distributors and company sales offices, although sales are predominantly in Europe and the Americas.

De-Sta-Co Industries manufactures and sells a variety of modular automation and workholding components including manual toggle clamps, pneumatic and hydraulic clamps, automation power clamps, automation shuttles and lifters, grippers, slides, end-effectors and other “end of robot arm” devices. De-Sta-Co serves the automotive, electronics, and general industrial markets from plant facilities in the U.S., Germany, Thailand, France and Brazil and its products are marketed globally both on a direct basis and through a network of distributors.

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Wilden Pump & Engineering Company produces a wide range of air-operated, double-diaphragm pumps made of steel, aluminum, and engineered plastics. Wilden pumps are used in a wide variety of fluid transfer applications in general industrial, process industry, and specialized applications. Sales are predominantly through distributors, with nearly half of Wilden’s sales derived from international markets.

OPW Fluid Transfer Group supplies engineered products: valves, couplings, electronic controls, loading arms, swivels and couplings, for the transfer, monitoring, measuring and protection of hazardous, liquid and dry bulk commodities in the chemical, petroleum and transportation industries. These products are manufactured in the U.S. and sold directly and through distributors primarily in the Americas and Europe.

Blackmer manufactures a variety of pumps and compressors for the transfer of liquid and gas products in a wide variety of markets, including the refined fuels, pulp & paper, oilfield, wastewater, food/sanitary, military/marine, transportation and chemical process industries. Pump technologies include sliding vane, eccentric disc, progressing cavity, centrifugal and peristaltic. Compressor technologies include reciprocating, rotary vane and screw. Blackmer sells to original equipment manufacturers directly, and to other markets through a global network of distributors, primarily in the Americas and Europe.

C. Lee Cook is comprised of three units: C. Lee Cook, Compressor Components (CCI), and Cook Manley. C. Lee Cook is a leading manufacturer of piston rings, seal rings, and packings for reciprocating compressors used in the natural gas production and distribution markets, and petrochemical and petroleum refining industries sold as original equipment parts to compressor manufacturers, as well as aftermarket replacement parts. CCI manufactures replacement valves, rods, rings, high performance plastic bushings and other compressor components and provides compressor repair services through its service centers, primarily for the North American gas production and distribution markets. Cook Manley designs and manufactures specialty compressor valves and injection molded engineered plastic components for gas compressor markets worldwide. The company’s products are sold both direct and through various sales channels, largely in North America.

The Tulsa Winch Group (“TWG”) includes DP Winch, Greer Company, Pullmaster Winch and Tulsa Winch. The group manufactures worm and planetary gear winches, worm gear speed reducers, planetary swings, specialized in-cab load indication equipment for the mobile crane industry and drives, winch/bumper packages, capstans, constant-pull traction winches and auger drives for the military, marine, logging, drilling, farming, utility, crane, construction and truck equipment markets. TWG products are marketed and sold through various sales channels including OEMs, and dealer distribution.

Other Units
RPA Process Technologies manufactures engineered filtration equipment and systems for the petroleum refining, pulp and paper, and other process industries on a global basis.

Hydro Systems manufactures chemical proportioning and dispensing systems used to dilute and dispense concentrated cleaning chemicals to the food service, health care, supermarket, institutional, school, building service contractor and industrial markets. Hydro Systems products are generally sold to manufacturers of concentrated cleaning chemicals, who market them with their branded chemicals and offer a complete chemical management system to their end user customers.

De-Sta-Co Manufacturing produces reed valves, flapper valves and related assemblies for compressors used in the automotive, commercial and residential air conditioning and refrigeration markets. De-Sta-Co Manufacturing also produces highly specialized discs for the automotive ride control market.

Wittemann produces carbon dioxide generation and recovery equipment, and industrial refrigerant systems, primarily for the global soft drink, beer brewing and industrial gas markets.

Duncan manufactures parking controls, meters and systems primarily for the municipal on-street parking market.

Quartzdyne manufactures precision pressure transducers using proprietary quartz-resonator sensor technology to provide continuous monitoring of pressure, temperature, and flow in “downhole” oil and gas exploration and production applications.

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Discontinued Operations
Dover Elevator was sold to Thyssen Industrie AG (currently ThyssenKrupp) on January 5, 1999 for $1.2 billion.

In October of 2001, the Financial Accounting Standards Board (the “FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, which is effective for fiscal years beginning after December 15, 2001. SFAS No. 144 establishes accounting and reporting standards for the impairment and disposal of long-lived assets and discontinued operations. As encouraged by the FASB, the Company adopted SFAS No. 144 early, in the fourth quarter of 2001, and has retroactively applied it to all transactions occurring during the fiscal year ended December 31, 2001. All prior interim and full year reporting periods have been restated as required by this new accounting rule. The application of this statement resulted in the classification, and separate financial presentation of certain entities as discontinued operations, which are not included in continuing operations. Effective April 10, 2001, the Company sold the welding equipment businesses of DovaTech (Dover Industries segment). Effective May 31, 2001, the Company sold A-C Compressor (Dover Diversified segment). Both are accounted for as discontinued operations in accordance with SFAS No. 144 and, accordingly, amounts in the financial statements and related notes for all periods shown reflect discontinued operations accounting. Based on the findings from strategic evaluations of its continuing operations, the Company committed to plans to dispose of three small Diversified operations and one small Resources operation within a one year timeframe. Accordingly, all four of these operations also qualified for discontinued operations presentation in 2001.

Raw Materials
Dover’s operating companies use a wide variety of raw materials, primarily metals and semi-processed or finished components, which are generally available from a number of sources; as such, shortages or the loss of any single supplier have not had a material impact on operating profits.

Research and Development
Dover’s operating companies are encouraged to develop new products as well as to upgrade and improve existing products to satisfy customer needs, expand sales opportunities, improve product reliability and reduce production costs. During 2001, approximately $175.5 million was spent on research and development, compared with $170.4 million and $134.7 million in 2000 and 1999, respectively.

For the Dover Technologies companies, efforts in these areas tend to be particularly significant because the rate of product development by their customers is often quite high. In general, Dover Technologies companies, which provide electronic assembly equipment and services, can anticipate that the performance “criteria” of such equipment are expected to improve significantly over time, with a concurrent expectation of lower operating costs and increasing efficiency. Likewise, Dover Technologies companies, developing specialty electronic components for the datacom and telecom commercial markets, anticipate a continuing rate of product performance improvement and reduced cost, such that product life cycles generally average less than five years with meaningful sales price reductions over that time period.

Dover Industries, Dover Resources and Dover Diversified contain many businesses that are also involved in important product improvement initiatives. These businesses also concentrate on working closely with customers on specific applications, expanding product lines and market applications, and continuously improving manufacturing processes. None of these businesses experience the “rate of change” in markets and products as are experienced generally by the Dover Technologies companies.

Intellectual Property
Dover owns over 1,000 patents and is also licensed to use a number of patents, primarily in the U.S. but also in certain important non-U.S. markets where it conducts business. Dover licenses some of its patents to other companies for which it collects royalties, which are not significant. These patents have been obtained over a number of years and expire at various times. The loss or expiration of any one patent or group of patents would not materially affect Dover or any of its segments. Where patents have expired, Dover believes that its commitment to leadership in continuous engineering improvements, manufacturing techniques, and other sales, service and marketing efforts are significant to maintaining its general market leadership position. From time to time Dover has had disputes regarding its alleged use of other patented technology. Dover expects to resolve any such matters without any material impact on its businesses.

Dover also owns more than 1,000 registered trademarks and tradenames. Many of the Company’s products are sold under various registered and unregistered trademarks and tradenames owned or licensed by the Company. Among the most significant are: Belvac, Blackmer, Crenlo, De-Sta-Co, DEK, Dover, Duncan, Everett Charles, Groen, Heil, Hill Phoenix, Hydro Systems, Imaje, Marathon, Midland, Norris, OK International, OPW, PDQ, Quadrant, Rotary Lift, Sargent, Somero, SWEP, Tipper Tie, Tranter, Triton, Tulsa Winch, Universal, Waukesha, Wiseco and Wilden.

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Dover also owns over 300 copyrights, the majority of which relate to machine software.

Seasonality
In general, Dover’s operations are not seasonal. However, those companies serving the transportation, construction, waste hauling, petroleum, commercial refrigeration and food service markets tend to be strong during the second and third quarters. Companies serving the major equipment markets, such as power generation, chemical and processing industries, tend to have long lead times geared to seasonal commercial or consumer demands, which tend to delay or accelerate product ordering and delivery to coincide with those market trends.

Customers
Dover’s businesses serve thousands of customers, no one of which accounted for more than 10% of the Company’s consolidated revenues in 2001. Within each of the four segments, no customer accounted for more than 10% of that segment’s sales in 2001.

In the Dover Technologies segment, the rapid growth in datacom/telecom infrastructure market development, involving both equipment providers and software developers such as Lucent, Motorola, Nortel, Cisco, Siemens, Phillips, and Qualcomm, has tended to concentrate the new product development and demand with relatively few customers. At the same time, a number of these customers have “outsourced” a significant amount of their manufacturing capability to electronic manufacturing services (EMS) companies such as Jabil, Solectron, Celestica, and Flextronics, which firms are now the direct customers of Dover Technologies companies for a number of different OEM customers. This has tended to increase the concentration of manufacturing with the EMS’s companies, and hence machine and specialty component demand is concentrated with a smaller number of “customers”.

In the other Dover segments, customer concentrations are quite varied. Companies supplying the automotive and commercial refrigeration industries tend to deal with a few large customers that are significant within those industries. This also tends to be true for companies supplying the power generation, aerospace and chemical industries. In the other markets served, there is usually a much lower concentration of customers, particularly where the companies provide a substantial number of products and services, applicable to a broad range of end use applications.

Backlog
Backlog generally is not a significant factor in most of Dover’s businesses, as most of Dover’s products have relatively short order-to-delivery periods. It is more relevant to those businesses in the segments which produce larger and more sophisticated machines or have long-term government contracts, primarily Belvac, Heil Trailer, Mark Andy, and Sargent Controls. In 2001, backlog did decline significantly, particularly for the specialty electronic component manufacturers, driven largely by substantial declines in demand. In the other segments, there were very few isolated cases of increasing backlog, and plant expansion undertaken in 2001 and 2000 was more than sufficient to address those situations. Total Company backlog as of December 31, 2001 and 2000 was $743.3 million and $1,003.5 million, respectively.

Competition
Dover’s competitive environment is complex because of the wide diversity of products manufactured and markets served. In general, most Dover companies are market leaders which compete with only a few companies and the key competitive factors are customer service, product quality and innovation. In addition, since most of Dover’s manufacturing operations are in the United States, Dover usually is a more significant competitor domestically than in foreign markets.

In the Dover Technologies segment, Dover competes globally against a few very large companies, primarily operating in Japan, Europe and the Far East. Its primary competitors are Japanese producers, including Fuji Machine, Panasonic and TDK,and European manufacturers like Philips and Siemens.

Within the other segments, competition is primarily domestic, although an increasing number of Dover companies see more international competitors and several serve markets which are predominantly international, particularly Belvac, L&E, Quartzdyne, RPA Process Technologies, Tipper Tie, Tranter, Waukesha and Wittemann.

During 2001, due to the strength of the U.S. dollar, Dover’s competitive situation continued to be difficult for two related reasons. First, export sales and opportunities were hampered by the high value of the dollar versus foreign currencies. Second, in select domestic markets, sales were adversely impacted by competitive foreign products. As long as the U.S. dollar continues to be strong relative to other foreign currencies, this trend is likely to continue.

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International
For foreign sales, export sales and an allocation of the assets of the Company’s continuing operations, see Note 15 to the Consolidated Financial Statements in Item No. 8 of this Form 10-K.

Although international operations are subject to certain risks, such as price and exchange rate fluctuations and foreign governmental restrictions, Dover intends to increase its expansion into foreign markets.

The countries where most of Dover’s foreign subsidiaries and affiliates are based are France, Germany, the U.K., The Netherlands, Sweden and Switzerland.

Environmental Matters

Dover believes its operations generally are in substantial compliance with applicable regulations. In a few instances, particular plants and businesses have been the subject of administrative and legal proceedings with governmental agencies relating to the discharge or potential discharge of regulated substances. Where necessary, these matters have been addressed with specific consent orders to achieve compliance. Dover believes that continued compliance will not have any material impact on the Company’s financial position going forward and will not require significant capital expenditures.

Employees

The Company had approximately 26,600 employees as of December 31, 2001.

Item 2. Properties
The number, type, location and size of the Company’s properties as of December 31, 2001 are shown on the following charts, by segment.

The facilities are generally well maintained and suitable for the operations conducted. During 2001, excess capacity rapidly developed within the Technologies segment, and to a much lesser degree within the other three segments. During the year 2001, steps were taken to reduce capacity where appropriate.

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Item 3. Legal Proceedings
Dover is party to a number of legal proceedings arising out of the normal course of its businesses, which in aggregate are not material to any one business or to the Company taken as a whole.

Dover is continuously involved with an examination by the Internal Revenue Service (the “IRS”) of the Company’s Federal income tax returns. The Company and the IRS have settled tax years through 1995. The Company expects to resolve open years (1996-1997) in the near future, all within the amounts paid and/or reserved for these liabilities. The IRS is currently examining the Company’s 1998 and 1999 Federal income tax returns. Additionally, the Company is routinely involved in state and local income tax audits, and on occasion, foreign jurisdiction tax audits.

Based on insurance availability, established reserves and periodic reviews of these matters, management is of the opinion that the ultimate resolution of current pending claims and known contingencies should not have a material adverse effect on the financial position, results of operations or cash flows of the Company and its subsidiaries, taken as a whole.

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of the Company’s security holders in the last quarter of 2001.

EXECUTIVE OFFICERS OF THE REGISTRANT

All officers are elected annually at the first meeting of the Board of Directors following the annual meeting of stockholders and are subject to removal at any time by the Board of Directors. The executive officers of Dover as of February 28, 2002, and their positions with the Company (and, where relevant, prior business experience) for the past five years are as follows:

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PART II

Item 5. Market for Registrant’s Common Stock and Related Stockholder Matters

The principal market in which the Company’s Common Stock is traded is the New York Stock Exchange. Information on the high and low sales prices of such stock, and the frequency and the amount of dividends paid during the last two years is as follows:

Dover Corporation Common Stock
Cash Dividends and Market Prices (1)

(1)

As reported in the Wall Street Journal

The number of holders of record of the Company’s Common Stock as of February 28, 2002, as shown by the records of the Company’s transfer agent was approximately 16,000. This figure includes participants in the Company’s 401(K) program.

On December 15, 2001, pursuant to the 1996 Non-Employee Directors’ Stock Compensation Plan, the Company issued 8,750 shares of its Common Stock to its seven U.S. resident outside directors (after withholding an aggregate of 3,750 additional shares to satisfy tax obligations), and the Company issued 2,000 shares of its Common Stock to each of its two non-U.S. resident outside directors who are not subject to U.S. withholding tax, as compensation for serving as a director of the Company during 2001.

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Item 6. Selected Financial Data

Dover Corporation and Subsidiaries financial information for the years 1997 through 2001 is set fourth in the 5-year Consolidated Table below.

5 -YEAR CONSOLIDATED SUMMARY OF SELECTED FINANCIAL DATA