UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SEC. 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2002 --------------- Dana Corporation ----------------------------------------------------- (Exact name of registrant as specified in its charter) Virginia 1-063 34-4361040 -------- ----- ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 4500 Dorr Street, Toledo, Ohio 43615 ------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (419) 535-4500 -------------------- 1
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On July 17, 2002, Dana Corporation issued the news release that is attached to this report as Exhibit A to PR Newswire, for immediate release to national newspapers and news wire services. 2
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dana Corporation -------------------------------- (Registrant) Date: July 17, 2002 By: /s/ Michael L. DeBacker ----------------------------- Michael L. DeBacker Vice President, General Counsel and Secretary 3
Exhibit A (Dana Logo) CONTACT: Gary Corrigan FOR IMMEDIATE RELEASE (419) 535-4813 gary.corrigan@dana.com DANA CORPORATION REPORTS SECOND-QUARTER EARNINGS Continued Progress Drives Earnings Improvement, Significant Cash Flow TOLEDO, Ohio, July 17, 2002 - Dana Corporation (NYSE: DCN) announced improved second-quarter earnings today, largely due to the benefits of its restructuring actions. Second-quarter sales were $2.8 billion, comparable to sales for the same period last year. Net income totaled $52 million, or 35 cents per share. This compares with net income of $14 million, or 10 cents per share, during the second quarter of 2001, which included goodwill amortization of $8 million after tax. Net income this quarter included $42 million of charges related to Dana's restructuring plan announced last October. These charges were partially offset by a $27 million gain from the sale of selected subsidiaries of its Dana Credit Corporation (DCC) leasing services unit. Exclusive of the non-recurring items, Dana's net income totaled $67 million, or 45 cents per share, in line with its previously announced expectations. Net income during the second quarter of 2001, excluding non-recurring items, was $26 million, or 17 cents per share. "Operating income for the quarter doubled in comparison to last year on essentially the same level of sales. These improved results are primarily attributable to our restructuring initiatives," said Dana Chairman and CEO Joe Magliochetti. "This is particularly evident in our automotive aftermarket and engine parts operations, which have improved their performance significantly this quarter. "In addition, light-duty and commercial-vehicle production remained strong during the quarter, exceeding our projections and further supporting our results," he said. "We also benefited from stronger earnings from affiliates and currency effects." FIRST-HALF RECAP Dana's six-month consolidated sales were $5.3 billion, down slightly from $5.5 billion in the same period last year. Excluding non-recurring items, net income was $95 million, or 63 cents per share, compared with $27 million, or 18 cents per share, in 2001. The company adopted new accounting standard FAS 142, which resulted in an after-tax charge of $220 million during the first quarter of 2002. Dana also recorded $79 million in restructuring charges during the first six months of the year and benefited from a $27 million gain on the sale of certain DCC subsidiaries. As a result, the reported net loss for the first six months of 2002 was $177 million, or $1.19 per share. In the same period last year, the reported net loss was $13 million, or 8 cents per share, including net, non-recurring charges of $40 million, or 26 cents per share, and goodwill amortization of $15 million after tax. RESTRUCTURING UPDATE During the second quarter, Dana recorded after-tax charges of $42 million related to its $445 million restructuring plan announced last October, bringing the total charges recorded to date to $358 million, or approximately 80 percent of the total anticipated program. (more)
Among the elements of the restructuring are a workforce reduction of more than 15 percent and the planned closure or consolidation of more than 30 facilities. Through June 30, Dana had reduced its permanent workforce by approximately 8 percent, closed 14 facilities, and announced plans to close 14 others. The company expects to record substantially all of the charges and complete most of the actions related to this restructuring plan by the end of 2002. STRONG CASH FLOW During the second quarter, the company reported strong cash flow from operations due to improved working capital efficiencies and tight control of capital expenditures. "Our operations continue to make outstanding progress on the working-capital front," said Chief Financial Officer Bob Richter, "and we now expect the total reduction in working capital for the year to be at least $200 million. This, coupled with other cash from operating activities, divestitures, and asset sales, should allow us to reduce debt by more than $500 million this year. This is even after allowing for up to $300 million in cash payments for restructuring." OUTLOOK Commenting on the company's outlook for the balance of the year, Mr. Magliochetti said, "With regard to our markets, we now believe 2002 North American light-vehicle production will be about 15.8 million units. This reflects the stronger-than-expected first-half production, combined with our cautious forecast for volumes in the second half. Production is typically lower in the third and fourth quarters, and we remain concerned that significant sales may have been pulled forward as a result of light-vehicle incentives. "On the commercial vehicle side, we now expect North American Class 8 vehicle builds to be 150,000 to 155,000 units for the full year," he added. "We saw about 80,000 units built during the first half of the year, largely due to pre-buying of Class 8 trucks. We expect that this will continue into the third quarter, with fourth-quarter demand being decidedly weaker. "With all of this said, we expect to continue realizing benefits from our restructuring efforts," Mr. Magliochetti said. "As a result, we look to have a solid second half, with earnings per share in the range of 50 to 55 cents before non-recurring items. And, we expect to be very well positioned for a strong 2003." QUARTERLY CONFERENCE CALL SCHEDULED TODAY AT 10 A.M. EDT Dana will discuss its second-quarter results in a conference call at 10 a.m. (EDT) today. The call may be accessed via Dana's web site (www.dana.com), where it will be accompanied by a slide presentation, or by dialing (800) 275-3210. Please dial into the conference 15 minutes prior to the call. An audio recording of this conference call will be available after 4 p.m. (EDT) today. To access this recording, please dial (800) 537-8823. A webcast replay of the call will be available at 6 p.m. today and is also accessible via the Dana web site. Dana Corporation is a global leader in the design, engineering, and manufacture of value-added products and systems for automotive, commercial, and off-highway vehicle manufacturers and their related aftermarkets. The company employs approximately 70,000 people worldwide. Founded in 1904 and based in Toledo, Ohio, Dana operates hundreds of technology, manufacturing, and customer service facilities in 34 countries. The company reported sales of $10.3 billion in 2001. Certain statements contained herein (including our forecasts, beliefs, and expectations) constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve assumptions, uncertainties, and risks, and Dana's actual results, performance, or achievements may differ materially from those expressed or implied in these statements. Among the factors that could affect Dana's actual results are the impact of national and international economic conditions (including additional adverse effects from terrorism or hostilities) on production and sales by the company and its vehicular customers; the company's ability to complete the sale of the Dana Credit Corporation businesses and other divestitures as contemplated; and the success and timing of the company's restructuring, cost reduction and cash management programs. Additional factors are contained in Dana's public filings with the Securities and Exchange Commission. Dana does not undertake to update any forward-looking statements contained herein. # # #
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS) UNAUDITED THREE MONTHS ENDED JUNE 30 -------------------------- 2001 2002 ------- ------- Sales $ 2,768 $ 2,789 Net income, excluding non-recurring items $ 26 $ 67 Non-recurring items Severance costs (2) (28) Exit and other costs (1) (8) Asset impairment charges (1) (6) Gain (loss) on divestitures (8) 27 ------- ------- (12) (15) Net income, including non-recurring items 14 52 Basic earnings per share Income before non-recurring items $ 0.17 $ 0.45 Non-recurring items (0.07) (0.10) Net income 0.10 0.35 Diluted earnings per share Income before non-recurring items $ 0.17 $ 0.45 Non-recurring items (0.07) (0.10) Net income 0.10 0.35 Average shares outstanding - For Basic EPS 148 149 For Diluted EPS 149 149 SIX MONTHS ENDED JUNE 30 ------------------------ 2001 2002 ------- ------- Sales $ 5,499 $ 5,310 Net Income, excluding non-recurring items and effect of change in accounting 27 95 Non-recurring items Severance costs (9) (41) Exit and other costs (6) (17) Asset impairment charges (5) (21) Gain (loss) on divestitures (20) 27 ----- ----- (40) (52) Effect of change in accounting (220) Net Loss, including non-recurring items and effect of change in accounting (13) (177) Basic earnings per share Income before non-recurring items and effect of change in accounting 0.18 0.64 Non-recurring items (0.26) (0.35) Effect of change in accounting (1.48) Net loss (0.08) (1.19) Diluted earnings per share Income before non-recurring items and effect of change in accounting 0.18 0.63 Non-recurring items (0.26) (0.34) Effect of change in accounting (1.48) Net loss (0.08) (1.19) Average shares outstanding- For Basic EPS 148 149 For Diluted EPS 149 149 Page 1
DANA CORPORATION STATEMENT OF INCOME (UNAUDITED) JUNE 30, 2002 (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED JUNE 30 -------------------------- 2001 2002 ------- ------- Net sales $ 2,768 $ 2,789 Revenue from lease financing and other income 29 77 ------- ------- 2,797 2,866 ------- ------- Costs and expenses Cost of sales 2,414 2,447 Selling, general and administrative expenses 271 245 Restructuring charges 4 56 Interest expense 79 66 ------- ------- 2,768 2,814 ------- ------- Income before income taxes 29 52 Estimated taxes on income (16) (12) Minority interest (4) (3) Equity in earnings of affiliates 5 15 ------- ------- Net income $ 14 $ 52 ======= ======= Net income per common share - Basic $ 0.10 $ 0.35 Diluted $ 0.10 $ 0.35 Average shares outstanding - For Basic EPS 148 149 For Diluted EPS 149 149 Page 2
DANA CORPORATION STATEMENT OF INCOME (UNAUDITED) JUNE 30, 2002 (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) SIX MONTHS ENDED JUNE 30 ------------------------ 2001 2002 ------- ------- Net sales $ 5,499 $ 5,310 Revenue from lease financing and other income 51 130 ------- ------- 5,550 5,440 ------- ------- Costs and expenses Cost of sales 4,857 4,683 Selling, general and administrative expenses 533 493 Restructuring charges 26 95 Interest expense 163 134 ------- ------- 5,579 5,405 ------- ------- Income (loss) before income taxes (29) 35 Estimated taxes on income 7 (16) Minority interest (5) (9) Equity in earnings of affiliates 14 33 ------- ------- Net income (loss) before effect of change in accounting (13) 43 Effect of change in accounting -- (220) ------- ------- Net loss $ (13) $ (177) ======= ======= Basic earnings (loss) per share Income (loss) before effect of change in accounting $ (0.08) $ 0.29 Effect of change in accounting -- (1.48) ------- ------- Net loss $ (0.08) $ (1.19) ======= ======= Diluted earnings (loss) per share Income (loss) before effect of change in accounting $ (0.08) $ 0.29 Effect of change in accounting -- (1.48) ------- ------- Net loss $ (0.08) $ (1.19) ======= ======= Average shares outstanding - For Basic EPS 148 149 For Diluted EPS 149 149 Page 3
DANA CORPORATION CONDENSED BALANCE SHEET JUNE 30, 2002 (IN MILLIONS) DECEMBER 31 JUNE 30 ASSETS 2001 2002 - ------ ------- ------- Current assets Cash and marketable securities $ 199 $ 318 Accounts receivable Trade 1,371 1,702 Other 371 286 Inventories 1,299 1,234 Other current assets 557 576 ------- ------- Total current assets 3,797 4,116 ------- ------- Property, plant and equipment, net 3,133 3,028 Investment in leases 1,068 941 Investments and other assets 2,209 2,130 ------- ------- Total assets $10,207 $10,215 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ Accounts payable and other current liabilities $ 2,369 $ 2,600 Notes payable 1,120 754 ------- ------- Total current liabilities 3,489 3,354 ------- ------- Long-term debt 3,008 3,280 Deferred employee benefits and other noncurrent liabilities 1,640 1,727 Minority interest 112 105 Shareholders' equity 1,958 1,749 ------- ------- Total liabilities and shareholders' equity $10,207 $10,215 ======= ======= Page 4
DANA CORPORATION CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) JUNE 30, 2002 (IN MILLIONS) THREE MONTHS ENDED JUNE 30 -------------------------- 2001 2002 ----- ----- Net income $ 14 $ 52 Depreciation and amortization 135 121 Asset impairment 8 9 Loss (gain) on divestitures 8 (29) Working capital change 30 53 Other 46 (2) ----- ----- Net cash from operating activities 241 204 ----- ----- Purchases of property, plant and equipment (114) (90) Purchases of assets to be leased (2) Payments received on leases 9 16 Net loans to customers 25 17 Acquisitions (21) Divestitures 11 82 Other 38 11 ----- ----- Net cash flows - investing activities (54) 36 ----- ----- Net change in short-term debt (58) (199) Proceeds from long-term debt 1 35 Payments on long-term debt (81) (33) Dividends paid (46) (2) Other 2 ----- ----- Net cash flows - financing activities (184) (197) ----- ----- Net change in cash and cash equivalents 3 43 Cash and cash equivalents - beginning of period 150 275 ----- ----- Cash and cash equivalents - end of period $ 153 $ 318 ===== ===== Page 5
DANA CORPORATION CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) JUNE 30, 2002 (IN MILLIONS) SIX MONTHS ENDED JUNE 30 ------------------------ 2001 2002 ----- ----- Net loss $ (13) $(177) Depreciation and amortization 271 242 Change in accounting for goodwill 220 Asset impairment 8 30 Loss (gain) on divestitures 20 (34) Working capital change 9 24 Other 58 (30) ----- ----- Net cash from operating activities 353 275 ----- ----- Purchases of property, plant and equipment (238) (165) Purchases of assets to be leased (32) (26) Payments received on leases 19 25 Net loans to customers 85 14 Acquisitions (21) Divestitures 26 92 Other 58 54 ----- ----- Net cash flows - investing activities (103) (6) ----- ----- Net change in short-term debt 38 (211) Proceeds from long-term debt 44 285 Payments on long-term debt (267) (224) Dividends paid (92) (3) Other 1 3 ----- ----- Net cash flows - financing activities (276) (150) ----- ----- Net change in cash and cash equivalents (26) 119 Cash and cash equivalents - beginning of period 179 199 ----- ----- Cash and cash equivalents - end of period $ 153 $ 318 ===== ===== Page 6
DANA CORPORATION (INCLUDING DANA CREDIT CORPORATION ON THE EQUITY BASIS) STATEMENT OF INCOME (UNAUDITED) JUNE 30, 2002 (IN MILLIONS) THREE MONTHS ENDED JUNE 30 -------------------------- 2001 2002 ------- ------- Net sales $ 2,768 $ 2,789 Other income (expense) (12) 14 ------- ------- 2,756 2,803 ------- ------- Costs and expenses Cost of sales 2,429 2,461 Selling, general and administrative expenses 245 215 Restructuring charges 4 56 Interest expense 49 45 ------- ------- 2,727 2,777 ------- ------- Income before income taxes 29 26 Estimated taxes on income (17) (15) Minority interest (3) (3) Equity in earnings of affiliates 5 44 ------- ------- Net income $ 14 $ 52 ======= ======= Page 7
DANA CORPORATION (INCLUDING DANA CREDIT CORPORATION ON THE EQUITY BASIS) STATEMENT OF INCOME (UNAUDITED) JUNE 30, 2002 (IN MILLIONS) SIX MONTHS ENDED JUNE 30 ------------------------ 2001 2002 ------- ------- Net sales $ 5,499 $ 5,310 Other income (expense) (25) 28 ------- ------- 5,474 5,338 ------- ------- Costs and expenses Cost of sales 4,890 4,712 Selling, general and administrative expenses 482 437 Restructuring charges 26 95 Interest expense 104 91 ------- ------- 5,502 5,335 ------- ------- Income (loss) before income taxes (28) 3 Estimated taxes on income 6 (15) Minority interest (5) (9) Equity in earnings of affiliates 14 64 ------- ------- Income (loss) before effect of change in accounting (13) 43 Effect of change in accounting (220) ------- ------- Net loss $ (13) $ (177) ======= ======= Page 8
DANA CORPORATION (INCLUDING DANA CREDIT CORPORATION ON THE EQUITY BASIS) CONDENSED BALANCE SHEET (UNAUDITED) JUNE 30, 2002 (IN MILLIONS) DECEMBER 31 JUNE 30 ASSETS 2001 2002 ------ ------ ------ Current assets Cash and marketable securities $ 182 $ 301 Accounts receivable Trade 1,371 1,702 Other 253 288 Inventories 1,299 1,234 Other current assets 518 517 ------ ------ Total current assets 3,623 4,042 ------ ------ Property, plant and equipment, net 2,778 2,680 Investments and other assets 2,164 2,074 ------ ------ Total assets $8,565 $8,796 ====== ====== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Accounts payable and other current liabilities $2,325 $2,650 Notes payable 617 370 ------ ------ Total current liabilities 2,942 3,020 ------ ------ Long-term debt 2,155 2,432 Deferred employee benefits and other noncurrent liabilities 1,400 1,492 Minority interest 110 103 Shareholders' equity 1,958 1,749 ------ ------ Total liabilities and shareholders' equity $8,565 $8,796 ====== ====== Page 9
DANA CORPORATION (INCLUDING DANA CREDIT CORPORATION ON AN EQUITY BASIS) CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) JUNE 30, 2002 (IN MILLIONS) THREE MONTHS ENDED JUNE 30 -------------------------- 2001 2002 ----- ----- Net income $ 14 $ 52 Depreciation and amortization 108 97 Asset impairment 8 9 Loss on divestitures 8 2 Working capital change 25 58 Other 7 (20) ----- ----- Net cash from operating activities 170 198 ----- ----- Purchases of property, plant and equipment (90) (70) Acquisitions (21) Divestitures 11 19 Other 14 1 ----- ----- Net cash flows - investing activities (86) (50) ----- ----- Net change in short-term debt (7) (91) Payments on long-term debt (20) (11) Dividends paid (46) (2) Other (1) 2 ----- ----- Net cash flows - financing activities (74) (102) ----- ----- Net change in cash and cash equivalents 10 46 Cash and cash equivalents - beginning of period 136 255 ----- ----- Cash and cash equivalents - end of period $ 146 $ 301 ===== ===== Page 10
DANA CORPORATION (INCLUDING DANA CREDIT CORPORATION ON AN EQUITY BASIS) CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) JUNE 30, 2002 (IN MILLIONS) SIX MONTHS ENDED JUNE 30 ------------------------ 2001 2002 ----- ----- Net loss $ (13) $(177) Depreciation and amortization 219 195 Change in accounting for goodwill 220 Asset impairment 8 30 Loss (gain) on divestitures 20 (3) Working capital change (43) 25 Other 31 (39) ----- ----- Net cash from operating activities 222 251 ----- ----- Purchases of property, plant and equipment (164) (134) Acquisitions (21) Divestitures 26 29 Other 21 (6) ----- ----- Net cash flows - investing activities (138) (111) ----- ----- Net change in short-term debt 176 (125) Proceeds from long-term debt 10 250 Payments on long-term debt (182) (146) Dividends paid (92) (3) Other 1 3 ----- ----- Net cash flows - financing activities (87) (21) ----- ----- Net change in cash and cash equivalents (3) 119 Cash and cash equivalents - beginning of period 149 182 ----- ----- Cash and cash equivalents - end of period $ 146 $ 301 ===== ===== Page 11
INVESTOR RELATIONS Dana Corporation Quarterly Financial Information (Unaudited) For Six Months Ended June 30, 2002 (in millions) EXTERNAL SALES INTER-SEGMENT SALES EBIT -------------- ------------------- ---- 01 02 01 02 01 02 -- -- -- -- -- -- Automotive Systems Group $ 1,993 $ 1,950 $ 66 $ 48 $ 139 $ 122 Automotive Aftermarket Group 1,310 1,310 7 7 6 64 Engine and Fluid Management Group 1,156 1,099 72 70 74 74 Commercial Vehicle Systems 623 570 48 57 22 30 Off-Highway Systems Group 343 335 15 9 23 24 Dana Commercial Credit Other 74 46 14 8 (109) (117) Goodwill Amortization (18) ------- ------- ------- ------- ------- ------- Total Operations 5,499 5,310 222 199 137 197 Restructuring and nonrecurring items (63) (109) Effect of Change in Accounting (289) ------- ------- ------- ------- ------- ------- Consolidated $ 5,499 $ 5,310 $ 222 $ 199 $ 74 $ (201) ======= ======= ======= ======= ======= ======= North America $ 4,148 $ 4,019 $ 49 $ 49 $ 214 $ 242 Europe 928 871 45 42 41 38 South America 260 251 41 89 9 31 Asia Pacific 163 169 1 1 1 6 Dana Commercial Credit Other (110) (120) Goodwill Amortization (18) ------- ------- ------- ------- ------- ------- Total Operations 5,499 5,310 136 181 137 197 Restructuring and nonrecurring items (63) (109) Effect of Change in Accounting (289) ------- ------- ------- ------- ------- ------- Consolidated $ 5,499 $ 5,310 $ 136 $ 181 $ 74 $ (201) ======= ======= ======= ======= ======= ======= OPERATING PAT NET PROFIT NET ASSETS ------------- ---------- ---------- 01 02 01 02 01 02 -- -- -- -- -- -- Automotive Systems Group $ 92 $ 95 $ 47 $ 51 $ 1,830 $ 1,923 Automotive Aftermarket Group 4 39 (31) 5 1,594 1,234 Engine and Fluid Management Group 48 48 23 25 1,490 1,029 Commercial Vehicle Systems 13 18 (4) 2 367 290 Off-Highway Systems Group 14 15 7 8 424 380 Dana Commercial Credit 12 17 12 17 180 250 Other (141) (137) (12) (13) 214 65 Goodwill Amortization (15) (15) ------- ------- ------- ------- ------- ------- Total Operations 27 95 27 95 6,099 5,171 Restructuring and nonrecurring items (40) (52) (40) (52) Effect of Change in Accounting (220) (220) ------- ------- ------- ------- ------- ------- Consolidated $ (13) $ (177) $ (13) $ (177) $ 6,099 $ 5,171 ======= ======= ======= ======= ======= ======= North America $ 127 $ 147 $ 39 $ 59 $ 4,079 $ 3,337 Europe 30 36 9 16 1,272 1,218 South America (4) 19 (11) 14 538 355 Asia Pacific 4 (5) (1) 136 172 Dana Commercial Credit 12 17 12 17 180 250 Other (123) (128) (2) (10) (106) (161) Goodwill Amortization (15) (15) ------- ------- ------- ------- ------- ------- Total Operations 27 95 27 95 6,099 5,171 Restructuring and nonrecurring items (40) (52) (40) (52) Effect of Change in Accounting (220) (220) ------- ------- ------- ------- ------- ------- Consolidated $ (13) $ (177) $ (13) $ (177) $ 6,099 $ 5,171 ======= ======= ======= ======= ======= ======= See Note 13 to Dana's 2001 Annual Report for further information (WWW.Dana.Com) FOR MORE INFORMATION (WWW.Dana.Com) - Dial-For-Dana U.S. or Canada 800-537-8823; OH 800-472-8810 E-Mail Greg.Smietanski@Dana.com or Karen.Crawford@Dana.Com Dana Investor Relations 419-535-4635
INVESTOR RELATIONS Dana Corporation Quarterly Financial Information (Unaudited) Q2 - 2002 (in millions) EXTERNAL SALES INTER-SEGMENT SALES EBIT -------------- ------------------- ---- 01 02 01 02 01 02 Automotive Systems Group $ 1,022 $ 1,014 $ 32 $ 26 $ 82 $ 71 Automotive Aftermarket Group 673 684 4 4 18 41 Engine and Fluid Management Group 570 570 36 36 36 45 Commercial Vehicle Systems 302 320 25 31 13 23 Off-Highway Systems Group 165 177 7 2 10 14 Dana Commercial Credit Other 36 24 7 3 (57) (62) Goodwill Amortization (9) --------- ------------ --------- -------- ---------- ----------- Total Operations 2,768 2,789 111 102 93 132 Restructuring and nonrecurring items (17) (63) Effect of Change in Accounting --------- ------------ --------- -------- ---------- ----------- Consolidated $ 2,768 $ 2,789 $ 111 $ 102 $ 76 $ 69 ========= ============ ========= ======== ========== =========== North America $ 2,114 $ 2,119 $ 22 $ 23 $ 133 $ 150 Europe 439 448 22 21 18 16 South America 133 130 22 47 7 23 Asia Pacific 82 92 1 4 Dana Commercial Credit Other (56) (61) Goodwill Amortization (9) --------- ------------ --------- -------- ---------- ----------- Total Operations 2,768 2,789 67 91 93 132 Restructuring and nonrecurring items (17) (63) Effect of Change in Accounting --------- ------------ --------- -------- ---------- ----------- Consolidated $ 2,768 $ 2,789 $ 67 $ $ 91 $ $ 76 $ $ 69 ========= ============ ========= ======== ========== =========== OPERATING PAT NET PROFIT NET ASSETS ------------- ---------- ---------- 01 02 01 02 01 02 Automotive Systems Group $ 52 $ 54 $ 30 $ 32 $ 1,830 $ 1,923 Automotive Aftermarket Group 11 25 (6) 8 1,594 1,234 Engine and Fluid Management Group 23 29 11 17 1,490 1,029 Commercial Vehicle Systems 7 14 (1) 5 367 290 Off-Highway Systems Group 6 9 3 5 424 380 Dana Commercial Credit 6 7 6 7 180 250 Other (71) (71) (9) (7) 214 65 Goodwill Amortization (8) (8) --------- ------------ --------- -------- ---------- ----------- Total Operations 26 67 26 67 6,099 5,171 Restructuring and nonrecurring items (12) (15) (12) (15) Effect of Change in Accounting --------- ------------ --------- -------- ---------- ----------- Consolidated $ 14 $ 52 $ 14 $ 52 $ 6,099 $ 5,171 ========= ============ ========= ======== ========== =========== North America $ 81 $ 91 $ 38 $ 47 $ 4,079 $ 3,337 Europe 10 16 1 7 1,272 1,218 South America 14 (4) 11 538 355 Asia Pacific (1) 3 (3) 136 172 Dana Commercial Credit 6 7 6 7 180 250 Other (62) (64) (4) (5) (106) (161) Goodwill Amortization (8) (8) --------- ------------ --------- -------- ---------- ----------- Total Operations 26 67 26 67 6,099 5,171 Restructuring and nonrecurring items (12) (15) (12) (15) Effect of Change in Accounting --------- ------------ --------- -------- ---------- ----------- Consolidated $ 14 $ 52 $ 14 $ 52 $ 6,099 $ 5,171 ========= ============ ========= ======== ========== =========== See Note 13 to Dana's 2001 Annual Report for further information (WWW.Dana.Com) FOR MORE INFORMATION (WWW.DANA.Com) - Dial-For-Dana U.S. or Canada 800-537-8823; OH 800-472-8810 E-Mail Greg.Smietanski@Dana.com or Karen.Crawford@Dana.Com Dana Investor Relations 419-535-4635