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Sauer-Danfoss Inc. Reports Fourth Quarter 2002 Results



            Sales, Earnings and Cash Flow Improve Over Prior Year

    CHICAGO, Feb. 19 -- Sauer-Danfoss Inc. today announced its financial results
for the fourth quarter ended December 31, 2002.

    FOURTH QUARTER REVIEW

    Fourth Quarter Results Continue Improvement over Prior Year
    Results for the fourth quarter 2002 were a net loss of $1.7 million, or
$0.03 per share, compared to a net loss for the fourth quarter 2001 of
$4.0 million, or $0.08 per share.  Fourth quarter 2002 results were impacted
by a pre-tax charge of $1.2 million, or $0.02 per share, relating to product
line rationalization while fourth quarter 2001 results were impacted by
goodwill amortization costs of $0.01 per share.  On a comparable basis the
improvement amounted to $0.06 per share, as the fourth quarter 2002 net loss
per share was $0.01 compared to a fourth quarter 2001 net loss per share of
$0.07.

    Increased Sales Despite Continued Market Weakness
    Net sales for the fourth quarter increased 17 percent to $221.2 million,
compared to sales for the fourth quarter 2001 of $189.1 million.  Excluding
sales from acquisitions completed in 2002 and the impact of currency
translation rate changes, sales increased by 5 percent over the prior year
period.  Sales increased 5 percent in the Americas but fell 2 percent in
Europe, excluding the impact of acquisitions and currency fluctuations. Asia-
Pacific accounted for $5.0 million of increased sales, or an increase of 43
percent.
    All operating segments contributed to the sales increase year over year.
Controls sales' increase of 33 percent was the most substantial, followed by
Propel with 17 percent, and Work Function with 7 percent over the same quarter
in 2001.

    Orders Level, Backlog Up over Prior Year
    Orders received for the fourth quarter 2002 were $249.7 million, up 8.0
percent from the same period last year, but down 2 percent excluding
acquisitions and currency translation rate changes.
    Total backlog at the end of the fourth quarter 2002 was $382.8 million, up
20 percent from the fourth quarter of 2001. Excluding acquisitions and
currency impact, backlog rose 10 percent for the fourth quarter 2002.
    David Anderson, President and Chief Executive Officer, commented, "We are
pleased with our results for the fourth quarter.  It was the third consecutive
quarter in which we reported year-over-year improvement in sales and operating
results compared to 2001. During the quarter we rationalized overlapping
product lines within our Controls segment relating to the acquisition of the
low voltage motor business of Thrige Electric, which resulted in a pre-tax
write-off of $1.2 million of inventory and production machinery. This action
will result in improved profit margins and asset utilization henceforth."
Anderson continued,  "While our markets and the economies in both Europe and
North America remain weak, our backlog, on a comparable basis, is up over last
year, giving us confidence that we can continue to show improvement in sales
in 2003 over the prior year."

    TWELVE MONTH REVIEW

    Full Year Sales and Earnings Increase over Prior Year
    Net sales for the twelve months were $952.3 million, an increase of 11
percent over sales of $855.3 million for 2001.  On a comparable basis,
excluding companies acquired in 2002 and the impact of currency fluctuations,
net sales were up 2 percent over last year.
    Net income for full year 2002 was $14.0 million, or $0.29 per share,
compared with net income for the same period last year of $4.7 million, or
$0.10 per share.

    Fixed Cost Reduction Program Successful
    Anderson stated, "Our initiatives to reduce fixed costs continue to be
successful.  For the full year, costs were reduced by more than $11.0 million
or 4 percent over the prior year excluding the impact of acquisitions and
currency fluctuations.  This allowed us to report an increase in earnings on
essentially level sales."

    Record High Operating Cash Flow and Low Capital Expenditures
    "Our cash flow from operations was a record $98.3 million, an increase of
45 percent over last year's $68.0 million," stated David Anderson.  "At the
same time we kept our capital expenditures to a record low of $42.3 million,
down from last year's $69.7 million.  This enabled us to make two important
acquisitions for cash during the year and still maintain our debt to total
capital ratio level with last year at 45 percent."

    OUTLOOK

    Market Uncertainty Unchanged from 2002, Upturn in Markets Will Leverage
Earnings Growth
    Anderson concluded, "Little has changed from last year concerning the
markets and economies in which we operate.  Our current orders and backlog
indicate that we should not expect any substantial help from the external
environment.  While we will not be able to attain the same level of year-over-
year reductions in fixed costs, working capital, and capital expenditures as
we did in 2002, we will continue our focus on managing these key areas.  At
the same time our drive to grow our sales through increased content per
vehicle and new applications should continue to allow us some growth above our
markets.  The actions over the past year have positioned us well to leverage
our earnings growth once our markets pick up."

    2003 Outlook

    Expectations for full year 2003 are:
    -- Sales up 3 - 5 percent
    -- Improved Contribution Margins from global purchasing initiatives of
       1 - 2 percent.
    -- Earnings per share of $0.40 - $0.50
    -- Capital Expenditures of $55 - $65 million
    -- Continue selective acquisitions, but expect minimal activity in 2003

    Sauer-Danfoss Inc. is a worldwide leader in the design, manufacture, and
sale of engineered hydraulic and electronic systems and components, for use
primarily in applications of mobile equipment. Sauer-Danfoss, with more than
7,000 employees worldwide and revenue of approximately $950 million, has
sales, manufacturing, and engineering capabilities in Europe, the Americas,
and the Asia-Pacific region. More details online at http://www.sauer-danfoss.com .

    This press release contains certain statements that constitute "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995.  Forward-looking statements provide current expectations
of future events based on certain assumptions and include any statement that
does not directly relate to any historical or current fact.  All statements
regarding future performance, growth, sales and earnings projections,
conditions or developments are forward-looking statements.  Words such as
"anticipates," "in the opinion," "believes," "intends," "expects," "may,"
"will," "should," "could," "plans," "forecasts," "estimates," "predicts,"
"projects," "potential," "continue," and similar expressions may be intended
to identify forward-looking statements.
    Actual future results may differ materially from those described in the
forward-looking statements due to a variety of factors, including the fact
that the economy generally, and the agriculture, construction, road building,
turf care and specialty vehicle markets specifically, have recently been in a
state of uncertainty making it difficult to determine if past experience is a
good guide to the future.  There is a continuing concern that the earlier
economic recovery the Company was experiencing in prior quarters is receding.
A continuing downturn in the Company's business segments could adversely
affect the Company's revenues and results of operations.  Other factors
affecting forward-looking statements include, but are not limited to, the
following: specific economic conditions in the agriculture, construction, road
building, turf care and specialty vehicle markets and the impact of such
conditions on the Company's customers in such markets; the cyclical nature of
some of the Company's businesses; the ability of the Company to win new
programs and maintain existing programs with its OEM customers; the highly
competitive nature of the markets for the Company's products as well as
pricing pressures that may result from such competitive conditions; business
relationships with major customers and suppliers; the continued operation and
viability of the Company's major customers; the Company's execution of
internal performance plans; difficulties or delays in manufacturing; cost-
reduction and productivity efforts; competing technologies and difficulties
entering new markets, both domestic and foreign; changes in our product mix;
future levels of indebtedness and capital spending; claims, including, without
limitation, warranty claims, product liability claims, charges or dispute
resolutions; ability of suppliers to provide materials as needed and the
Company's ability to recover any price increases for materials and product
pricing; the Company's ability to attract and retain key technical and other
personnel; labor relations; the failure of customers to make timely payment;
any inadequacy of the Company's intellectual property protection or the
potential for third-party claims of infringement; global economic factors,
including currency exchange rates; general economic conditions, including
interest rates, the rate of inflation, and commercial and consumer confidence;
energy prices; governmental laws and regulations affecting domestic and
foreign operation, including tax obligations; changes in accounting standards;
worldwide political stability; the effects of terrorist activities and
resulting political or economic instability, including U.S. military action
overseas; and the effect of acquisitions, divestitures, restructurings,
product withdrawals, and other unusual events.
    The Company cautions the reader that these lists of cautionary statements
and risk factors may not be exhaustive.  The Company expressly disclaims any
obligation or undertaking to release publicly any updates or changes to these
forward-looking statements that may be made to reflect any future events or
circumstances.

    Condensed Consolidated Statements of Income

                              13 Weeks Ended                Year Ended
    (Dollars in
     thousands          December 31,  December 31, December 31,  December 31,
     except per             2002          2001         2002          2001
     share data)

    Net sales              221,223       189,062      952,308       855,279
    Cost of sales          176,511       148,084      732,879       662,046
    Gross profit            44,712        40,978      219,429       193,233
    Selling                 18,314        21,477       68,054        63,318
    Research and
     development             9,248         9,138       37,806        38,054
    Administrative          12,274        13,388       60,592        59,485
    Total operating
     expenses               39,836        44,003      166,452       160,857
    Income (loss) from
     operations              4,876        (3,025)      52,977        32,376
    Nonoperating income
     (expenses):
    Interest expense, net   (4,172)       (4,221)     (17,219)      (17,377)
    Minority interest       (2,501)       (1,105)     (11,709)       (7,882)
    Equity in net earnings
     of affiliates               8            --          610            --
    Other, net              (1,162)          311       (2,605)          482
    Income (loss) before
     income taxes           (2,951)       (8,040)      22,054         7,599
    Income taxes             1,293         4,012       (7,387)       (2,869)
    Net income (loss) before
     cumulative effect of
     change in accounting
     principle              (1,658)       (4,028)      14,667         4,730
    Cumulative effect of
     change in accounting
     principle                  --            --         (695)           --
    Net income (loss)       (1,658)       (4,028)      13,972         4,730
    Net income (loss) per
     share:
    Basic and diluted net
     income (loss) per
     common share, before
     cumulative effect of
     change in accounting
     principle               (0.03)        (0.08)        0.30          0.10
    Cumulative effect of
     change in accounting
     principle                  --            --        (0.01)           --
    Basic and diluted net
     income (loss) per
     common share            (0.03)        (0.08)        0.29          0.10
    Basic weighted average
     shares outstanding     47,395        47,395       47,395        46,977
    Diluted weighted average
     shares outstanding     47,406        47,398       47,404        46,980
    Cash dividends per
     common share             0.07          0.07         0.28          0.28

    PRO FORMA RESULTS EXCLUDING GOODWILL AMORTIZATION

                              13 Weeks Ended              Year Ended
    (Dollars in thousands
     except per share
     data)              December 31,  December 31, December 31, December 31,
                             2002          2001         2002          2001
    Reported net income
     (loss)                (1,658)       (4,028)       13,972         4,730
    Add back goodwill
     amortization              --           708            --         2,832
    Adjusted net income
     (loss)                (1,658)       (3,320)       13,972         7,562
    Net income (loss)
     per share:
    Reported basic and
     diluted net income
     (loss) per common
     share                  (0.03)        (0.08)         0.29          0.10
    Add back goodwill
     amortization              --          0.01            --          0.06
    Adjusted basic and
     diluted net income
     (loss)per common
     share                  (0.03)        (0.07)         0.29          0.16

    BUSINESS SEGMENT INFORMATION

                              13 Weeks Ended               Year Ended
                        December 31,  December 31, December 31,  December 31,
    (Dollars in thousands)    2002          2001         2002          2001
    Net sales
      Propel                97,548        83,277      440,221       399,509
      Work Function         69,204        64,850      294,952       268,410
      Controls              54,471        40,935      217,135       187,359
    Total                  221,223       189,062      952,308       855,278
    Segment Income (Loss)
      Propel                 7,444         9,674       47,269        36,941
      Work Function          1,476       (1,175)       20,178         9,589
      Controls                 217       (3,059)        5,804         6,575
      Global Services and
       Other Expenses, net  (5,423)      (8,154)      (22,879)      (20,247)
    Total                    3,714       (2,714)       50,372        32,858

    Cumulative Effect of Change in Accounting Principle
    Effective January 1, 2002, the Company adopted Statement of Financial
    Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible
    Assets."  SFAS No. 142 changes the accounting for goodwill from an
    amortization approach to a non-amortization approach, under which goodwill
    is evaluated at least annually for impairment.  The Statement requires
    that the Company identify its reporting units and then measure the amount
    of impairment, if any, based on a comparison of the fair value of a
    reporting unit to its carrying value.

    In connection with the adoption of SFAS No. 142, the Company completed the
    impairment analysis of goodwill as of January 1, 2002.  This evaluation
    resulted in goodwill impairment of $0.7 million related to a reporting
    unit within the Work Function segment.  This adjustment was made during
    the third quarter and is reflected in the year to date results.  The
    adjustment is a non-cash charge booked as a cumulative effect of change in
    accounting principle.

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                          Year Ended
                                                 December 31,   December 31,
    (Dollars in thousands)                              2002           2001
    Cash flows from operating activities:
    Net income                                        13,972          4,730
    Cumulative effect of change in accounting
     principle                                           695             --
    Depreciation and amortization                     72,156         69,474
    Minority interest in income of consolidated
     companies                                        11,709          7,882
    Equity in net earnings of affiliates                (610)            --
    Net change in receivables, inventories,
     and payables                                      6,374         (1,303)
    Other, net                                        (6,013)       (12,778)
    Net cash provided by operating activities         98,283         68,005
    Cash flows from investing activities:
    Purchases of property, plant and equipment       (42,278)       (69,697)
    Payments for acquisitions, net of cash acquired  (25,084)       (41,510)
    Proceeds from sales of property, plant and
     equipment                                         1,090          1,064
    Net cash used in investing activities            (66,272)      (110,143)
    Cash flows from financing activities:
    Net (repayments) borrowings on notes payable and
     bank overdrafts                                  (6,025)        81,124
    Net repayments of long-term debt                  (5,490)       (20,852)
    Cash dividends                                   (13,277)       (13,275)
    Distribution to minority interest partners        (9,625)       (13,500)
    Net cash provided by (used in) financing
     activities                                      (34,417)        33,497
    Effect of exchange rate changes                      479         (1,789)
    Net decrease in cash and cash equivalents         (1,927)       (10,430)
    Cash and cash equivalents at beginning of year    14,324         24,754
    Cash and cash equivalents at end of year          12,397         14,324

    CONDENSED CONSOLIDATED BALANCE SHEETS

                                                 December 31,   December 31,
    (Dollars in thousands, except employee data)        2002           2001
    ASSETS
    Current assets:
    Cash and cash equivalents                         12,397         14,324

    Accounts receivable, net                         153,643        134,586

    Inventories                                      164,686        141,652

    Other current assets                              23,057         23,066

    Total current assets                             353,783        313,628

    Property, plant and equipment, net               443,147        423,195

    Other assets                                     174,163        148,158

    Total assets                                     971,093        884,981

    LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities:
    Notes payable and bank overdrafts                 56,010         53,046
    Long-term debt due within one year                27,085          9,727

    Accounts payable                                  69,441         57,096

    Other accrued liabilities                         62,301         49,977

    Total current liabilities                        214,837        169,846

    Long-term debt                                   235,198        236,026

    Long-term pension liability                       42,585         31,608

    Deferred income taxes                             44,778         42,991

    Other liabilities                                 37,618         31,745

    Minority interest in net assets of consolidated
     companies                                        27,118         25,581
    Stockholders' equity                             368,959        347,184

    Total liabilities and stockholders' equity       971,093        884,981

    Number of employees at end of year                 7,207          6,790