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Dana Corporation

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): April 24, 2003

Dana Corporation
(Exact name of registrant as specified in its charter)


Virginia	1-1063	34-4361040

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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

Item 9. Regulation FD Disclosure

This Current Report on Form 8-K and the attached earnings release are being furnished by Dana Corporation (Dana) pursuant to (i) Item 9 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and (ii) Item 12 of Form 8-K, in accordance with Securities and Exchange Commission Release No. 33-8216, insofar as they disclose historical information regarding Dana’s results of operations and financial condition for the fiscal quarter ended March 31, 2003.

On April 24, 2003, Dana issued a news release regarding its earnings for the first quarter of 2003. A copy of that release is being furnished as Exhibit 99 to this Current Report.

The earnings release includes tables showing: (i) Dana Corporation (Including Dana Credit Corporation on the Equity Basis), Condensed Statement of Income (Unaudited) — Three Months Ended March 31, 2003 and 2002; (ii) Dana Corporation (Including Dana Credit Corporation on the Equity Basis), Condensed Balance Sheet (Unaudited) — March 31, 2003 and December 31, 2002; and (iii) Dana Corporation (Including Dana Credit Corporation on an Equity Basis), Cash Flow Impact on Net Debt — Three Months Ended March 31, 2003 and 2002. As Generally Accepted Accounting Principles (GAAP) require Dana Credit Corporation (DCC) to be reported on a consolidated basis, these tables reporting DCC on the equity basis contain non-GAAP financial measures. In accordance with Instruction 2 to Item 12 of Form 8-K, the earnings release also includes, for each of these tables: (i) a presentation of the most directly comparable financial measures calculated and presented in accordance with GAAP and (ii) a quantitative reconciliation of the differences between the non-GAAP financial measures disclosed and the most directly comparable GAAP financial measures. Management believes that the presentation of the non-GAAP financial measures provides useful information to investors regarding Dana’s financial condition and results of operations because management evaluates Dana’s operating segments and regions as if DCC were accounted for on the equity method of accounting. This is done because DCC is not homogenous with Dana’s manufacturing operations, its financing activities do not support the sales of the other operating segments and its financial and performance measures are inconsistent with those of the other operating segments.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the information in this Current Report, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

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:	April 24, 2003	By:	/s/ Michael L. DeBacker Michael L. DeBacker Vice President, General Counsel and Secretary

EX-99 PRESS RELEASE

Exhibit 99

[Dana News Release Heading]


	CONTACT:	Michelle Hards (419) 535-4636 michelle.hards@dana.com

DANA CORPORATION ANNOUNCES STRONGER FIRST-QUARTER RESULTS

Restructuring Continues to Drive Improvement

TOLEDO, Ohio, April 24, 2003 – Dana Corporation (NYSE: DCN) today announced first-quarter sales of $2.4 billion and net income of $41 million, or 28 cents per share. In the first quarter of 2002, Dana reported sales of $2.3 billion and a net loss of $229 million, or $1.54 per share.

The increase in sales of approximately 5 percent benefited from currency translation; however, internal growth contributed approximately two-thirds of the amount. Net income for 2003 included one-time, after-tax gains of $10 million, or 7 cents per share, associated with the sale of assets of Dana Credit Corporation (DCC). The net loss reported in the first quarter of 2002 reflected the impact of the required adoption of new accounting standard FAS 142 ($220 million or $1.48 cents per share) and certain net charges associated with the restructuring program announced in October 2001 ($37 million or 24 cents per share).

Dana Chairman and CEO Joe Magliochetti said, “Our 2003 first-quarter performance again validates the success and importance of our restructuring program. We expect that our performance will be further enhanced as we conclude the final actions in this program and begin to realize the full run-rate of the restructuring benefits later this year.

“We improved upon last year’s results despite a large number of new program launches in our Structural Solutions Group. We expect to have most of these launch costs behind us by the end of the third quarter,” he said. “Additionally, we should benefit from the forecasted ramp-up in heavy-vehicle production as we move through the year.

“As a result of these factors, we expect our earnings to improve during the balance of the year. At the same time, we remain very comfortable with our expectation of a light-vehicle build of 15.8 to 16.2 million units in North America,” he said. “Considering these factors and the $10 million in gains we have already received from the sale of DCC assets, we are revising our outlook for full-year net income to a range of $195 million to $215 million.”

Dana Chief Financial Officer Bob Richter added, “During the quarter, we continued to make solid progress on the sale of DCC assets, realizing proceeds of approximately $80 million in transactions that resulted in the after-tax gains that were included in our net income. Proceeds from these transactions were used by DCC to reduce its indebtedness.

“At the parent company level, we continue to manage for cash, and despite a seasonal, first-quarter increase in working capital, the percentage of working capital to sales is improved and we remain committed to a year-on-year reduction in working capital of $200 million,” Mr. Richter said. “This will enable us to realize our goal of reducing net debt in 2003 by $330 million to $380 million.”

Mr. Magliochetti concluded, “We believe these positive developments, in combination with the anticipated stronger second-half earnings, will provide a solid platform for transitioning Dana from a restructuring mode to a renewed focus on innovation, technology, and other strategic growth opportunities.”

Dana will discuss its first-quarter results in a conference call at 1 p.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 five minutes prior to the call. An audio recording of this conference call will be available after 5 p.m. 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 more than 60,000 people worldwide. Founded in 1904 and based in Toledo, Ohio, Dana operates hundreds of technology, manufacturing, and customer service facilities in 30 countries. The company reported 2002 sales of $9.5 billion.

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, and the company’s ability to complete activities related to the October 2001 restructuring program and the divestiture of the Engine Management aftermarket operations. 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.

# # #

Dana Corporation
Condensed Statement of Income (Unaudited)
(in millions, except per share amounts)


				Three Months Ended March 31

				2003			2002

Net sales				$	2,442		$	2,321
Revenue from lease financing and other income					30			53

					2,472			2,374

Costs and expenses
		Cost of sales			2,183			2,054
		Selling, general and administrative expenses			201			221
		Restructuring charges						37
		Interest expense			59			67

					2,443			2,379

Income (loss) before income taxes					29			(5	)
Income tax benefit (expense)					2			(20	)
Minority interest					(2	)		(6	)
Equity in earnings of affiliates					17			18

	Income (loss) from continuing operations				46			(13	)
	Income (loss) from discontinued operations				(5	)		4

	Income (loss) before effect of change in accounting				41			(9	)
	Effect of change in accounting							(220	)

	Net income (loss)			$	41		$	(229	)

Basic earnings (loss) per share
		Income (loss) of continuing operations		$	0.31		$	(0.09	)
		Income (loss) from discontinued operations			(0.03	)		0.03
		Effect of change in accounting						(1.48	)

		Net income (loss)		$	0.28		$	(1.54	)

Diluted earnings (loss) per share
		Income (loss) of continuing operations		$	0.31		$	(0.09	)
		Income (loss) from discontinued operations			(0.03	)		0.03
		Effect of change in accounting						(1.48	)

		Net income (loss)		$	0.28		$	(1.54	)

Average shares outstanding -
			For Basic EPS		148			148
			For Diluted EPS		149			149

Page 1

Dana Corporation
Condensed Balance Sheet (Unaudited)
(in millions)


			March 31		December 31
Assets			2003		2002

Current assets
	Cash and marketable securities		$	584	$	571
	Accounts receivable
		Trade		1,492		1,348
		Other		313		320
	Inventories			1,156		1,116
	Other current assets			829		763

		Total current assets		4,374		4,118

Property, plant and equipment, net				2,522		2,556
Investment in leases				763		827
Investments and other assets				2,014		2,052

	Total assets		$	9,673	$	9,553

Liabilities and Shareholders’ Equity

Current liabilities
	Accounts payable and other current liabilities		$	2,472	$	2,537
	Notes payable			644		287

		Total current liabilities		3,116		2,824

Long-term debt				2,947		3,215
Deferred employee benefits and other noncurrent liabilities				1,918		1,925
Minority interest				106		107
Shareholders’ equity				1,586		1,482

	Total liabilities and shareholders’ equity		$	9,673	$	9,553

Page 2

Dana Corporation
Condensed Statement of Cash Flows (Unaudited)
(in millions)


		Three Months Ended March 31

		2003			2002

Net income (loss)		$	41		$	(229	)
Depreciation and amortization			103			121
Asset impairment			6			21
Change in accounting for goodwill						220
Loss (gain) on divestitures and asset sales			(11	)		1
Working capital change			(237	)		(35	)
Other			(13	)		(28	)

	Net cash flows – operating activities		(111	)		71

Purchases of property, plant and equipment			(76	)		(75	)
Purchases of assets to be leased						(26	)
Payments received on leases			9			9
Net loans to customers			2			(3	)
Divestitures						10
Asset sales			104			16
Other			6			27

	Net cash flows – investing activities		45			(42	)

Net change in short-term debt			87			(12	)
Proceeds from long-term debt						250
Payments on long-term debt			(6	)		(191	)
Dividends paid			(1	)		(1	)
Other			(1	)		1

	Net cash flows – financing activities		79			47

Net change in cash and cash equivalents			13			76
Net change in cash – discontinued operations						(2	)
Cash and cash equivalents – beginning of period			571			195

Cash and cash equivalents – end of period		$	584		$	269

Page 3

Dana Corporation
(Including Dana Credit Corporation on the Equity Basis)
Condensed Statement of Income (Unaudited)
(in millions)


		Three Months Ended March 31

		2003			2002

Net sales		$	2,442		$	2,321
Other income			13			14

			2,455			2,335

Costs and expenses
	Cost of sales		2,196			2,069
	Selling, general and administrative expenses		181			195
	Restructuring charges					37
	Interest expense		42			45

			2,419			2,346

Income (loss) before income taxes			36			(11	)
Income tax expense			(15	)		(16	)
Minority interest			(2	)		(6	)
Equity in earnings of affiliates			27			20

Income (loss) from continuing operations			46			(13	)
Income (loss) from discontinued operations			(5	)		4

Income (loss) before effect of change in accounting			41			(9	)
Effect of change in accounting						(220	)

Net income (loss)		$	41		$	(229	)

Page 4

Dana Corporation
(Including Dana Credit Corporation on the Equity Basis)
Condensed Balance Sheet (Unaudited)
(in millions)


			March 31		December 31
Assets			2003		2002

Current assets
	Cash and marketable securities		$	542	$	551
	Accounts receivable
		Trade		1,492		1,348
		Other		309		209
	Inventories			1,156		1,116
	Other current assets			793		716

		Total current assets		4,292		3,940

Property, plant and equipment, net				2,240		2,253
Investments and other assets				2,377		2,375

	Total assets		$	8,909	$	8,568

Liabilities and Shareholders’ Equity

Current liabilities
	Accounts payable and other current liabilities		$	2,616	$	2,559
	Notes payable			462		53

		Total current liabilities		3,078		2,612

Long-term debt				2,218		2,462
Deferred employee benefits and other noncurrent liabilities				1,922		1,906
Minority interest				105		106
Shareholders’ equity				1,586		1,482

	Total liabilities and shareholders’ equity		$	8,909	$	8,568

Page 5

Dana Corporation
(Including Dana Credit Corporation on an Equity Basis)
Cash Flow Impact on Net Debt
(in millions)


			Three Months Ended March 31

			2003			2002

	Sources
		Net income (loss)	$	41		$	(229	)
		Change in accounting for goodwill					220

		Net income (loss) before goodwill change		41			(9	)
		Depreciation		86			98
		Asset sales		4
		Divestitures					10
		Change in working capital		(192	)		(10	)

				(61	)		89

	Uses
		Capital spend		(72	)		(64	)
		Dividends		(1	)		(1	)
		Net changes in other accounts		(8	)		(32	)

				(81	)		(97	)

	October 2001 restructuring cash impact
		After-tax charges					37
		Cash payments		(44	)		(39	)
		Proceeds from asset sales		20			2

				(24	)		—

Cash change in net debt			$	(166	)	$	(8	)

Page 6

Dana Corporation
Condensed Consolidating Statement of Income (Unaudited)
(in millions)


		Three Months Ended March 31, 2003

		Dana
		with DCC on						Elimination			Dana
		Equity Basis			DCC			Entries			Consolidated

Net sales		$	2,442		$			$			$	2,442
Other income			13			38			(21	)		30

			2,455			38			(21	)		2,472

Costs and expenses
	Cost of sales		2,196						(13	)		2,183
	Selling, general and administrative expenses		181			29			(9	)		201
	Interest expense		42			17						59

			2,419			46			(22	)		2,443

Income (loss) before income taxes			36			(8	)		1			29
Income tax benefit (expense)			(15	)		17						2
Minority interest			(2	)								(2	)
Equity in earnings of affiliates			27			7			(17	)		17

Income from continuing operations			46			16			(16	)		46
Loss from discontinued operations			(5	)								(5	)

Net income		$	41		$	16		$	(16	)	$	41

This consolidating statement provides a reconciliation of the amounts presented for Dana with Dana Credit Corporation (DCC) on an equity basis to amounts reported for Dana Corporation on a fully consolidated basis.

Page 7

Dana Corporation
Condensed Consolidating Statement of Income (Unaudited)
(in millions)


		Three Months Ended March 31, 2002

		Dana
		with DCC on						Elimination			Dana
		Equity Basis			DCC			Entries			Consolidated

Net sales		$	2,321		$			$			$	2,321
Other income			14			68			(29	)		53

			2,335			68			(29	)		2,374

Costs and expenses
	Cost of sales		2,069						(15	)		2,054
	Selling, general and administrative expenses		195			39			(13	)		221
	Restructuring charges		37									37
	Interest expense		45			22						67

			2,346			61			(28	)		2,379

Income (loss) before income taxes			(11	)		7			(1	)		(5	)
Income tax expense			(16	)		(4	)					(20	)
Minority interest			(6	)								(6	)
Equity in earnings of affiliates			20			7			(9	)		18

Income (loss) from continuing operations			(13	)		10			(10	)		(13	)
Income from discontinued operations			4									4

Income (loss) before effect of change in accounting			(9	)		10			(10	)		(9	)
Effect of change in accounting			(220	)								(220	)

Net income (loss)		$	(229	)	$	10		$	(10	)	$	(229	)

Page 8

Dana Corporation
Condensed Consolidating Balance Sheet (Unaudited)
(in millions)

March 31, 2003

Dana

with DCC on

Elimination

Dana

Assets

Equity Basis

DCC

Entries

Consolidated

Current assets

Cash and marketable securities

542

584

Accounts receivable

Trade

1,492

Other

309

313

Inventories

1,156

Other current assets

793

207

(171

)

829

Total current assets

4,292

253

(171

)

4,374

Property, plant and equipment, net

2,240

245

2,522

Investments in leases

1,008

(245

)

763

Investments and other assets

2,377

544

(907

)

2,014

Total assets

8,909

1,842

(1,078

)

9,673

Liabilities and Shareholders’ Equity

Current liabilities

Accounts payable and other current liabilities

2,616

(171

)

2,472

Notes payable

462

182

644

Total current liabilities

3,078

209

(171

)

3,116

Long-term debt

2,218

729

2,947

Deferred employee benefits and other noncurrent liabilities

1,922

616

(620

)

1,918

Minority interest

105

106

Shareholders’ equity

1,586

287

(287

)

1,586

Total liabilities and shareholders’ equity

8,909

1,842

(1,078

)

9,673

Page 9

Dana Corporation
Condensed Consolidating Balance Sheet (Unaudited)
(in millions)

December 31, 2002

Dana

with DCC on

Elimination

Dana

Assets

Equity Basis

DCC

Entries

Consolidated

Current assets

Cash and marketable securities

551

571

Accounts receivable

Trade

1,348

Other

209

111

320

Inventories

1,116

Other current assets

716

105

(58

)

763

Total current assets

3,940

236

(58

)

4,118

Property, plant and equipment, net

2,253

264

2,556

Investments in leases

1,091

(264

)

827

Investments and other assets

2,375

569

(892

)

2,052

Total assets

8,568

1,935

(950

)

9,553

Liabilities and Shareholders’ Equity

Current liabilities

Accounts payable and other current liabilities

2,559

(59

)

2,537

Notes payable

234

287

Total current liabilities

2,612

271

(59

)

2,824

Long-term debt

2,462

753

3,215

Deferred employee benefits and other noncurrent liabilities

1,906

639

(620

)

1,925

Minority interest

106

107

Shareholders’ equity

1,482

271

(271

)

1,482

Total liabilities and shareholders’ equity

8,568

1,935

(950

)

9,553

Page 10

Dana Corporation
Consolidating Cash Flow Impact on Net Debt
(in millions)


		Three Months Ended March 31, 2003

		Dana
		with DCC on						Elimination			Dana
		Equity Basis			DCC			Entries			Consolidated

Sources
	Net income	$	41		$	16		$	(16	)	$	41
	Depreciation		86			17						103
	Asset sales		4			80						84
	Change in working capital		(192	)		(8	)		7			(193	)

			(61	)		105			(9	)		35

Uses
	Capital spend		(72	)		(5	)		1			(76	)
	Dividends		(1	)								(1	)
	Net changes in other accounts		(8	)		(2	)		8			(2	)

			(81	)		(7	)		9			(79	)

October 2001 restructuring cash impact
	Cash payments		(44	)								(44	)
	Proceeds from asset sales		20									20

			(24	)		—			—			(24	)

Cash change in net debt		$	(166	)	$	98		$	—		$	(68	)

Analysis of components of net debt:
	Net change in short term debt	$	(157	)	$	70		$			$	(87	)
	Payments on long term debt					6						6
	Change in cash		(9	)		22						13

Cash change in net debt			(166	)		98			—			(68	)
	Non-cash changes in net debt		(8	)								(8	)

Total changes in net debt		$	(174	)	$	98		$	—		$	(76	)

This consolidating statement provides a reconciliation of the amounts presented for Dana with Dana Credit Corporation (DCC) on an equity basis to amounts presented for Dana Corporation on a fully consolidated basis.

Page 11

Dana Corporation
Consolidating Cash Flow Impact on Net Debt
(in millions)


		Three Months Ended March 31, 2002

		Dana
		with DCC on						Elimination			Dana
		Equity Basis			DCC			Entries			Consolidated

Sources
	Net income (loss)	$	(229	)	$	10		$	(10	)	$	(229	)
	Change in accounting for goodwill		220									220

	Net income (loss) before goodwill change		(9	)		10			(10	)		(9	)
	Depreciation		98			23						121
	Divestitures		10									10
	Change in working capital		(10	)		(3	)		(6	)		(19	)

			89			30			(16	)		103

Uses
	Capital spend		(64	)		(2	)		(9	)		(75	)
	Dividends		(1	)								(1	)
	Acquisitions
	Net changes in other accounts		(32	)		9			25			2

			(97	)		7			16			(74	)

October 2001 restructuring cash impact
	After-tax charges		37									37
	Cash payments		(39	)								(39	)
	Proceeds from asset sales		2									2

			—			—			—			—

Cash change in net debt		$	(8	)	$	37		$	—		$	29

Analysis of components of net debt:
	Net change in short term debt	$	34		$	(22	)	$			$	12
	Proceeds from long term debt		(250	)								(250	)
	Payments on long term debt		135			56						191
	Change in cash		73			3						76

Cash change in net debt			(8	)		37			—			29
	Non-cash changes in net debt		35									35

Total changes in net debt		$	27		$	37		$	—		$	64

Page 12

Investor Relations
Dana Corporation
Quarterly Financial Information (Unaudited)
Q1 — 2003
(in millions)

	External Sales				Inter-Segment Sales				EBIT						Operating PAT						Net Profit						Net Assets

	03		02		03		02		03			02			03			02			03			02			03			02

Automotive Systems Group	$	943	$	873	$	31	$	21	$	43		$	45		$	36		$	38		$	15		$	16		$	1,822		$	1,840
Automotive Aftermarket Group		513		534		4		4		25			36			15			22			2			7			1,018			1,078
Engine and Fluid Management Group		518		491		23		25		36			26			23			17			13			6			1,001			984
Heavy Vehicle Technologies and Systems Group		454		408		21		26		25			17			16			10			3			(1	)		631			685
Dana Commercial Credit																6			10			6			10			287			209
Other		14		15		1		5		(54	)		(52	)		(60	)		(65	)		(3	)		(6	)		16			25

Continuing Operations		2,442		2,321		80		81		75			72			36			32			36			32			4,775			4,821
Discontinued Operations										(7	)		(6	)		(5	)		(4	)		(5	)		(4	)
Unusual Items Excluded from Performance Measurement													(46	)		10			(37	)		10			(37	)
Effect of change in Accounting																			(220	)					(220	)

Consolidated	$	2,442	$	2,321	$	80	$	81	$	68		$	20		$	41		$	(229	)	$	41		$	(229	)	$	4,775		$	4,821

North America	$	1,780	$	1,758	$	22	$	11	$	74		$	99		$	45		$	63		$	9		$	19		$	2,979		$	3,186
Europe		430		366		20		18		27			17			25			16			16			7			1,112			1,008
South America		111		120		43		42		11			9			7			5			5			2			325			411
Asia Pacific		121		77		1				11			2			7			1			4			(1	)		164			141
Dana Commercial Credit																6			10			6			10			287			209
Other										(48	)		(55	)		(54	)		(63	)		(4	)		(5	)		(92	)		(134	)

Continuing Operations		2,442		2,321		86		71		75			72			36			32			36			32			4,775			4,821
Discontinued Operations										(7	)		(6	)		(5	)		(4	)		(5	)		(4	)
Unusual Items Excluded from Performance Measurement													(46	)		10			(37	)		10			(37	)
Effect of change in Accounting																			(220	)					(220	)

Consolidated	$	2,442	$	2,321	$	86	$	71	$	68		$	20		$	41		$	(229	)	$	41		$	(229	)	$	4,775		$	4,821

Information for Discontinued Operations		80		200		3		16																				91			373

See Notes 20 and 21 in Dana’s 2002 Annual Report for further information (WWW.Dana.Com)

FOR MORE INFORMATION
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