UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number 1-4651 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Dana Corporation Employee Incentive and Savings Investment Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Dana Corporation 4500 Dorr Street Toledo, Ohio 43615
INDEX Page I. REQUIRED INFORMATION Report of Independent Auditors 3 Financial Statements Statement of Assets Available for Benefits as of December 31, 2002 and 2001 4 Statement of Changes In Assets Available for Benefits, for the Years Ended December 31, 2002 and 2001 5 Notes to Financial Statements 6-10 Supplemental Information* Schedule of Assets (Held at End of Year) Schedule H, line 4i 11 II. SIGNATURE 12 III. EXHIBITS Exhibit 23 -- Consent of Independent Auditors 13 Exhibit 99.1 -- Certification Pursuant to 18 U.S.C. Section 1350 14 *Other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. 2
REQUIRED INFORMATION REPORT OF INDEPENDENT AUDITORS To the Participants and Administrator of the Dana Corporation Employee Incentive and Savings Investment Plan In our opinion, the accompanying statement of assets available for benefits and the related statement of changes in assets available for benefits present fairly, in all material respects, the assets available for benefits of the Dana Corporation Employee Incentive and Savings Investment Plan (the "Plan") at December 31, 2002 and 2001, and the changes in assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. This supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Toledo, Ohio June 27, 2003 3
DANA CORPORATION EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN STATEMENT OF ASSETS AVAILABLE FOR BENEFITS (AMOUNTS IN THOUSANDS) - -------------------------------------------------------------------------------- DECEMBER 31, 2002 2001 Assets: Investments, at fair value $ 75,686 $ 95,382 Investments, at contract value 43,067 40,963 ------------- ------------- Total investments 118,753 136,345 Employee contributions receivable 665 691 Employer contributions receivable 112 111 ------------- ------------- Assets available for benefits $ 119,530 $ 137,147 ============= ============= The accompanying notes are an integral part of the financial statements. 4
DANA CORPORATION EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS (AMOUNTS IN THOUSANDS) - -------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, 2002 2001 Investment income/(loss): Interest and dividend income $ 2,914 $ 5,254 Net depreciation of investments (20,286) (20,447) Interest on employee loans 382 526 ------------- ------------- (16,990) (14,667) Contributions: Employee contributions 9,149 10,674 Employer contributions 1,502 1,654 ------------- ------------- Total additions 10,651 12,328 ------------- ------------- Deductions: Benefit payments (11,196) (13,027) Administrative expenses (5) -- ------------- ------------- Total deductions (11,201) (13,027) ------------- ------------- Net transfers in/(out) (77) 166 -------------- ------------- Net decrease (17,617) (15,200) Net assets available for benefits at beginning of year 137,147 152,347 ------------- ------------- Net assets available for benefits at end of year $ 119,530 $ 137,147 ============= ============ The accompanying notes are an integral part of the financial statements. 5
NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN GENERAL The Dana Corporation Employee Incentive and Savings Investment Plan (the "Plan") is a contributory defined contribution employee benefit plan that was established on March 1, 1984 to provide benefits for all eligible employees of the participating divisions of Dana Corporation as identified in the Plan agreement. The Plan is sponsored by Dana Corporation (the "Company"). It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The following is a brief description of the Plan. Participants should refer to the Plan agreement for more complete information. ADMINISTRATION The administrator of the Plan is the Dana Corporation Investment Committee which has delegated responsibility for day to day administration of the Plan to Dana Benefits and Payroll Services. The Company has entered into a trust agreement with The Vanguard Fiduciary Trust Co. (the "Trustee"). PARTICIPATION Each employee who is in a covered class of employees within a participating division as stipulated in the Plan agreement is eligible to participate in the Plan. EMPLOYEE CONTRIBUTIONS An eligible employee may elect to have up to 20 percent of his or her eligible compensation, as defined in the Plan agreement, up to the maximum elective deferral amount as determined under Section 402(g) of the Internal Revenue Code (the "Code"), contributed to his or her account. Contributions for some participants may be further limited as a result of other Code requirements. EMPLOYER CONTRIBUTIONS The Company contributes to the Plan thirty percent on the first three percent of the employee's compensation contributed to the Plan and ten percent on the next three percent contributed to the Plan. VESTING Participants are fully vested at all times in both the employee and employer contributions and earnings thereon, in their individual accounts. NORMAL RETIREMENT, DISABILITY, TERMINATION OR DEATH In accordance with the Plan provisions, participating employees who retire upon attaining age sixty-five or become totally and permanently disabled and whose account balance is greater than $5,000 are eligible to receive the full value of their account in a lump sum. 6
Upon termination, the participant's account will be payable in a lump sum if the account balance is less than $5,000. Otherwise, the participant's account may remain in the Plan until the participant attains the age of 70-1/2. Upon a participant's death, the participant's account balance will be paid to the beneficiary in a lump sum. LOANS The Trustee may extend loans to participants with the approval of the Plan administrator. Participant loans shall not be made for less than $1,000 or exceed the lesser of 50% of the participant's vested account balance or $50,000 minus the highest amount of outstanding balance of loans to the participant for the previous 12 month period. The loan term shall not be longer than 60 months unless the loan is used to acquire a principal residence. Interest shall be charged on the loan at a rate equal to 1% above the "Prime Rate" quoted by The Wall Street Journal under the Money Rates section. As participant loans are repaid, the amounts are allocated to the investment fund according to the participant's most recent election with respect to current contributions. At December 31, 2002, such loans bore interest rates ranging from 3% to 10%. PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to ERISA. In the event of Plan termination, participant accounts will be distributed in accordance with the Plan agreement. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. EXPENSES OF THE PLAN Generally, the Company pays a significant portion of the expenses associated with the administration of the Plan. VALUATION OF INVESTMENTS The Plan's investments in mutual funds are stated at quoted market value. Investments in guaranteed investment contracts are stated at contract value, which approximates market value. In determining fair value, the Board of Directors of the Trustee considers such factors as the benefit responsiveness of each of the investment contracts. Participant loans receivable are stated at estimated fair values, consisting of outstanding principal and any related accrued 7
interest. The Plan's investment in the stock fund is based on units which are recorded at fair market value. Net appreciation or depreciation includes realized gains and losses and net unrealized appreciation and depreciation. Realized gains and losses on investment transactions are recorded as the difference between proceeds received and the fair market value at the beginning of the year of the respective investments sold or cost if acquired during the year. Net unrealized appreciation or depreciation in the fair market value of investments is recorded as the change between the fair market value of investments at the end of the year and the beginning of the year, or cost if acquired during the year. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets available for benefits at the date of the financial statements and reported changes in assets available for benefits during the reporting period. Actual results could differ from those estimates. RISKS AND UNCERTAINTIES The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the Statement of Assets Available for Benefits and the Statement of Changes in Assets Available for Benefits. RECLASSIFICATIONS Certain previously reported 2001 amounts have been reclassified to conform to the 2002 presentation. 3. INCOME TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated April 3, 2002, that the Plan and related trust are tax-qualified in accordance with applicable sections of the Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 4. PARTIES-IN-INTEREST Investments in the Dana Stock Fund consisted of 755,983 and 821,362 shares of Dana Corporation common stock at December 31, 2002 and 2001, respectively. Shares for this fund are purchased in the open market at fair 8
market value. Consequently, such transactions are permitted under the provisions of the Plan and are exempt from prohibition of party-in-interest transactions under the Code and ERISA. Certain Plan investments are shares of mutual funds or collective investment funds managed by The Vanguard Group, a company related to the Trustee. Fees paid by the Plan for the investment management services amounted to $4,640 for the year ended December 31, 2002. 5. INVESTMENTS The following presents investments that represent five percent or more of the Plan's net assets. DECEMBER 31, 2002 2001 (amounts in thousands except share/unit information) Dana Corporation Fixed Principal Fund (GIC), 43,067,496 and 40,962,729 shares, respectively $ 43,067 $ 40,963 Dana Stock Fund, 3,419,371 and 3,723,077 units, respectively 8,890 11,430 Putnam Voyager, 1,286,268 and 1,420,628 shares, respectively 16,348 24,577 Putnam New Opportunities, 372,638 and 373,545 shares, respectively 10,594 15,308 Vanguard Primecap Fund, 203,075 and 196,779 shares, respectively 7,851 10,138 Vanguard Wellington Inv, 333,913 and 319,229 shares, respectively 8,201 8,702 Vanguard 500 Index Inv, 136,164 and 127,425 shares, respectively 11,050 13,493 Other investments 12,752 11,734 --------- --------- Total $ 118,753 $ 136,345 ========= ========= 9
During 2002 and 2001, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $20,286 and $20,447, respectively, as follows: 2002 2001 Mutual funds $18,876 $19,455 Common stock fund 1,410 992 ------- ------- $20,286 $20,447 ======= ======= 10
SCHEDULE H, LINE 4i DANA CORPORATION EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2002 (AMOUNTS IN THOUSANDS) - -------------------------------------------------------------------------------- (a) (b) (c) (d) *** (e) CURRENT IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE * Putnam Investments Putnam New Opportunities $ 10,594 * Putnam Investments Putnam Voyager 16,348 * The Vanguard Group Vanguard 500 Index Inv 11,050 * The Vanguard Group Vanguard IT Treasury Fund 1,536 * The Vanguard Group Vanguard Int'l Growth Fund 2,432 * The Vanguard Group Vanguard LifeSt Conserv Growth 370 * The Vanguard Group Vanguard LifeSt Growth Fund 440 * The Vanguard Group Vanguard LifeSt Income Fund 491 * The Vanguard Group Vanguard LifeSt Moderate Growth Fund 349 * The Vanguard Group Vanguard LT Treasury Inv 941 * The Vanguard Group Vanguard Primecap Fund 7,851 * The Vanguard Group Vanguard Wellington Inv 8,201 * The Vanguard Group Vanguard Windsor Fund 1,464 ** AIG Financial Guaranteed Investment Contract 4.17% 2,822 ** AIG Financial Guaranteed Investment Contract 5.75%; 9/30/2003 1,890 ** AIG Financial Guaranteed Investment Contract 6.86%; 3/31/2004 1,460 ** AIG Financial Guaranteed Investment Contract 5.76%; 3/31/2006 1,751 ** CDC FA Guaranteed Investment Contract 5.79%; 1/31/2003 133 ** CDC FA Guaranteed Investment Contract 5.65%; 2/28/2004 1,491 ** CDC FA Guaranteed Investment Contract 6.00%; 3/10/2004 1,985 ** CDC FA Guaranteed Investment Contract 3.68%; 9/28/2005 1,187 ** CDC FA Guaranteed Investment Contract 5.48%; 12/29/2006 1,298 ** CDC FA Guaranteed Investment Contract 5.86%; 3/30/2007 827 ** CDC FA Guaranteed Investment Contract 4.03% 803 ** Morgan Guaranty Guaranteed Investment Contract 6.04%; 3/31/2006 1,089 ** Morgan Guaranty Guaranteed Investment Contract 5.69%; 6/30/2006 2,585 ** New York Life Guaranteed Investment Contract 5.93%; 6/30/2005 2,207 ** New York Life Guaranteed Investment Contract 5.69%; 7/15/2005 1,655 ** Rabobank Guaranteed Investment Contract 4.88%; 9/29/2006 1,578 ** Rabobank Guaranteed Investment Contract 5.24%; 6/27/2007 6,468 ** Rabobank Guaranteed Investment Contract 4.53% 1,381 ** State Street Bank Guaranteed Investment Contract 3.27%; 3/31/2003 491 ** State Street Bank Guaranteed Investment Contract 7.07%; 3/31/2004 484 ** State Street Bank Guaranteed Investment Contract 6.59%; 9/30/2004 1,224 ** UBS Guaranteed Investment Contract 4.46% 6,432 ** The Vanguard Group VGI Prime Money Market 1.25% 1,826 * Dana Corporation Dana Stock Fund 8,890 * Participants Participants notes receivable, interest ranging from 3% to 10% 4,729 -------- $118,753 ======== * Parties-in-interest to the Plan. ** Represents the Plan's proportionate share of the investments held within the Dana Corporation Fixed Principal Fund (GIC). *** Cost is not required for participant directed investments. 11
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Dana Corporation Investment Committee, which is the administrator of the Dana Corporation Employee Incentive and Savings Investment Plan, has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. Dana Corporation Employee Incentive and Savings Investment Plan Date: June 27, 2003 By: /s/ Robert C. Richter ------------------------------------- Robert C. Richter Title: Chairman Dana Corporation Investment Committee 12
Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-69449) of Dana Corporation of our report dated June 27, 2003 relating to the financial statements of the Dana Corporation Employee Incentive and Savings Investment Plan, which appears in this Form 11-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Toledo, OH June 27, 2003 13
Exhibit 99-1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report on Form 11-K of the Dana Corporation Employee Incentive and Savings Investment Plan (the "Plan") for the year ended December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the Dana Corporation Investment Committee, which is the administrator of the Plan, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to its knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Plan as of the dates and for the periods expressed in the Report. Dana Corporation Investment Committee Date: June 27, 2003 By: /s/ Robert C. Richter ----------------------------------------- Robert C. Richter Title: Chairman Dana Corporation Investment Committee A signed original of this written statement required by Section 906 has been provided to the Plan and will be retained by the Plan and furnished to the Securities and Exchange Commission or its staff upon request. 14