-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CrcZ4F3XCyqsN9X16WkTHtNZkfGI3f0XE8OR0HCKkdNvb6VnOistxhlCyBNJ+3R2 sh5G8gN6biCnz1yJZd4c0A== 0000950152-02-005242.txt : 20020701 0000950152-02-005242.hdr.sgml : 20020701 20020701153342 ACCESSION NUMBER: 0000950152-02-005242 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANA CORP CENTRAL INDEX KEY: 0000026780 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 344361040 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01063 FILM NUMBER: 02693570 BUSINESS ADDRESS: STREET 1: 4500 DORR ST CITY: TOLEDO STATE: OH ZIP: 43615 BUSINESS PHONE: 4195354500 MAIL ADDRESS: STREET 1: PO BOX 1000 CITY: TOLEDO STATE: OH ZIP: 43697 11-K 1 l95138ae11vk.txt DANA CORP. 11-K 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, 2001 ---------------------------- 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 DANA CORPORATION EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION DECEMBER 31, 2001 AND 2000 DANA CORPORATION EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION
Page I REQUIRED INFORMATION Report of Independent Accountants 2 Financial Statements: Statement of Net Assets Available for Benefits as of December 31, 2001 and 2000 3 Statement of Changes In Net Assets Available for Benefits, for the Years Ended December 31, 2001 and 2000 4 Notes to Financial Statements 5-8 Supplemental Information*: Schedule of Assets (Held at End of Year) Schedule H, line 4i II SIGNATURE 12 III EXHIBIT A - Consent of independent accountants 13
*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. REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of the Dana Corporation Employee Incentive and Savings Investment Plan In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Dana Corporation Employee Incentive and Savings Investment Plan (the "Plan") at December 31, 2001 and 2000, and the changes in net 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 Toledo, Ohio June 20, 2002 DANA CORPORATION 3 EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (AMOUNTS IN THOUSANDS) - -------------------------------------------------------------------------------- DECEMBER 31, 2001 2000 Assets: Investments, at fair value $ 95,382 $115,136 Investments, at contract value 40,963 37,330 -------- -------- Total investments 136,345 152,466 Receivables: Employee contributions receivable 691 -- Employer contributions receivable 111 -- Other receivables -- 50 -------- -------- Total assets 137,147 152,516 -------- -------- Liabilities: Other payables -- 169 -------- -------- Total liabilities -- 169 -------- -------- Net assets available for benefits $137,147 $152,347 ======== ======== The accompanying notes are an integral part of the financial statements. DANA CORPORATION 4 EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (AMOUNTS IN THOUSANDS) - -------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, 2001 2000 Additions: Additions to net assets attributed to: Interest and dividend income $ 5,254 $ 14,457 Contributions: Employee contributions 10,674 11,391 Employee rollovers 166 736 Employer contributions 1,654 1,682 Interest on employee loans 526 233 Other additions 247 -- --------- --------- Total additions 18,521 28,499 --------- --------- Deductions: Benefit payments 13,027 23,379 Net depreciation of investments 20,694 40,540 --------- --------- Total deductions 33,721 63,919 --------- --------- Net decrease in net assets available for benefits (15,200) (35,420) Net assets available for benefits at beginning of year 152,347 187,767 --------- --------- Net assets available for benefits at end of year $ 137,147 $ 152,347 ========= ========= The accompanying notes are an integral part of the financial statements. DANA CORPORATION 5 EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN GENERAL The Dana Corporation Employee Incentive and Savings Investment Plan (Plan) is a defined contribution employee benefit plan that was established on March 1, 1984 to provide benefits for all eligible employees of the former Echlin Inc. (Echlin) 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 (ERISA). The following is a brief description of the Plan. Participants should refer to the Plan agreement for more complete information. ADMINISTRATION The Plan is administered by the Benefits Committee of Dana, which is composed of the Dana Corporation Investment Committee. Until December 29, 2000 the Plan assets were held in a trust with The Chase Manhattan Bank. On December 29, 2000, The Vanguard Fiduciary Trust Co. (Trustee) was appointed the trustee of the Plan and all assets of the Plan were transferred to Vanguard on January 2, 2001. PARTICIPATION Each employee who is in a covered class of employees within a participating division, has attained the age of 21 and has met the service requirements stipulated in the Plan agreement is eligible to participate in the Plan. EMPLOYEE CONTRIBUTIONS An 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, contributed to his or her account. Contributions for some participants may be further limited as a result of other Internal Revenue Code requirements. EMPLOYER CONTRIBUTIONS The Company contributes 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. An additional employer contribution, as defined in the Plan agreement, may be made depending on the Company's financial performance during the Plan year. VESTING Participants are fully vested at all times in their contributions. Before completing five years of service, participants become vested in the Company's matching contributions at the end of the third calendar year after the contribution was made. Participants who have attained five years of service are fully vested in the Company's matching contributions. DANA CORPORATION 6 EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN (CONTINUED) 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. Upon termination, the vested portion of 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 65. Upon a participant's death, the participant's account balance will be paid to the beneficiary in one 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. 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, participants will become vested in their accounts. 2. 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 all expenses associated with the administration of the Plan. DANA CORPORATION 7 EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) VALUATION OF INVESTMENTS The Plan's investments in common stocks and mutual funds are stated at quoted market value. Investments in guaranteed investment contracts are stated at contract value, which approximates 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 net assets available for benefits at the date of the financial statements and reported changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates. 3. INCOME TAX STATUS The Internal Revenue Service has ruled that the Plan, as amended through January 1, 1994, qualifies under Section 401(a) of the Internal Revenue Code of 1986 and therefore the related Plan trust is not subject to tax under present tax laws. The Plan has been amended since receiving the determination letter. However, the Plan Administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 4. PARTIES-IN-INTEREST Investments in the Company Stock Fund consisted of 821,362 and 877,742 shares of Dana Corporation common stock at December 31, 2001 and 2000, respectively. Shares for this fund are purchased in the open market at fair 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 Internal Revenue Code and ERISA. Certain Plan investments are shares of mutual funds managed by The Vanguard Group, a company related to the Trustee. Fees paid by the Company for the investment management services amounted to $62,284 for the year ended December 31, 2001. DANA CORPORATION 8 EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 5. INVESTMENTS The following presents investments that represent five percent or more of the Plan's net assets.
DECEMBER 31, 2001 2000 (amounts in thousands) Dana Corporation Fixed Principal Fund (GIC), 40,962,739 shares in 2001 $40,963 $ -- Dana Corporation common stock, 3,723,077 and 3,964,726 shares respectively 11,430 13,477 Putnam Voyager Fund, 1,420,628 and 1,436,929 shares respectively 24,577 33,524 Putnam New Opportunities Fund, 373,545 and 382,497 shares respectively 15,308 22,450 Vanguard PRIMECAP Fund, 196,779 shares in 2001 10,138 -- Vanguard Wellington Fund, 319,229 shares in 2001 8,702 -- Vanguard 500 Index Fund, 127,425 and 126,029 shares respectively 13,493 15,336 INVESTCO Stable Value Fund, 37,323,773 shares in 2000 -- 37,330 AIM Constellation Fund -- 11,436 Dodge & Cox Balanced Fund -- 7,685 Loan Fund 5,512 7,664
During 2001 and 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $20,694 and $40,540, respectively, as follows: 2001 2000 Mutual funds $19,702 $27,733 Common stock 992 12,807 ------- ------- $20,694 $40,540 ======= =======
DANA CORPORATION SCHEDULE H, LINE 4I EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2001 (AMOUNTS IN THOUSANDS) - --------------------------------------------------------------------------------------------------------------------------- CURRENT IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE *Putnam Investments Putnam New Opportunities Fund $ 15,308 *Putnam Investments Putnam Voyager Fund Incorporated: Class A 24,577 *The Vanguard Group Vanguard Index Trust: 500 Index Fund 13,493 *The Vanguard Group Vanguard Fixed Income Security Fund 614 *The Vanguard Group Vanguard World Fund: International Growth Port 3,025 *The Vanguard Group Vanguard Index Fund: Consv Grth Fd 261 *The Vanguard Group Vanguard Index Fund: Growth Fund 299 *The Vanguard Group Vanguard Index Fund: Income Fund 356 *The Vanguard Group Vanguard Index Fund: Moderate Growth PTF 212 *The Vanguard Group Vanguard Fixed Income Security: LT U S Treasury 214 *The Vanguard Group Vanguard Primecap Fund 10,138 *The Vanguard Group Vanguard Wellington Fund Incorporated 8,702 *The Vanguard Group Vanguard Windsor Fund Incorporated 1,241 **AIG Financial Guaranteed Investment Contract 5.53%; 9/30/2003 2,933 **AIG Financial Guaranteed Investment Contract 7.07%; 12/31/2004 1,372 **AIG Financial Guaranteed Investment Contract 5.78%; 3/31/2006 1,664 **CDC FA Guaranteed Investment Contract 6.00%; 3/10/2004 1,996
DANA CORPORATION SCHEDULE H, LINE 4I EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2001 (AMOUNTS IN THOUSANDS) - --------------------------------------------------------------------------------------------------------------------------- CURRENT IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE **CDC FA Guaranteed Investment Contract 5.65%; 2/28/2004 $ 1,799 **CDC FA Guaranteed Investment Contract 5.79%; 1/31/2003 669 **CDC FA Guaranteed Investment Contract 5.28%; 9/28/2005 1,194 **Morgan Guaranty Guaranteed Investment Contract 5.99; 6/30/2006 2,455 **Morgan Guaranty Guaranteed Investment Contract 6.13; 3/31/2006 1,032 **Natwest Markets SAM 170MB Guaranteed Investment Contract 7.17%; 3/31/2002 822 **Natwest Markets SAM 170MB Guaranteed Investment Contract 6.66%; 3/31/2002 697 **New York Life Guaranteed Investment Contract 5.69%; 6/30/2005 1,664 **New York Life Guaranteed Investment Contract 5.93%; 7/15/2005 2,094 **Rabobank Guaranteed Investment Contract 5.10%; 9/29/2006 1,510 **Rabobank Guaranteed Investment Contract 5.56%; 12/31/2003 1,316 1,510,299 **Rabobank Guaranteed Investment Contract 5.72%; 3/31/2006 4,564 **State Street Bank Guaranteed Investment Contract 6.16%; 3/31/2003 1,711 **State Street Bank Guaranteed Investment Contract 6.50%; 9/30/2004 1,842
DANA CORPORATION SCHEDULE H, LINE 4I EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2001 (AMOUNTS IN THOUSANDS) - --------------------------------------------------------------------------------------------------------------------------- CURRENT IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT VALUE **State Street Bank Guaranteed Investment Contract 6.27%; 3/31/2004 $ 797 **UBS Guaranteed Investment Contract 6.84%; 1.75 yrs. 6,142 **VGI Prime Money Market Guaranteed Investment Contract 2.12% 2,690 *Dana Corporation Common stock 11,430 *Participant Notes Receivable Various interest rates/various maturities 5,512 ------------- $ 136,345 =============
*Dana Corporation, Putnam Investments, The Vanguard Group, and participants are known parties-in-interest to the Plan. ** Represents the Plan's proportionate share of the investments held within the Dana Corporation Fixed Principal Fund (GIC). This schedule was prepared from data certified by the Trustee of the Plan. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator of the Dana Corporation Employee Incentive and Savings Investment Plan has duly caused this annual report to be signed by the undersigned thereunto duly authorized. Dana Corporation Employee Incentive and Savings Investment Plan Date: June 20, 2002 /s/ Pam Eberly ----------------------------------- Pam Eberly Plan Administrator EX-23 3 l95138aexv23.txt EXHIBIT 23 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS 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 20, 2002 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, Ohio June 28, 2002 -----END PRIVACY-ENHANCED MESSAGE-----