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
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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
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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)
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DECEMBER 31,
2001 2000
Assets:
Investments, at fair value $ 95,382 $115,136
Investments, at contract value 40,963 37,330
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Total investments 136,345 152,466
Receivables:
Employee contributions receivable 691 --
Employer contributions receivable 111 --
Other receivables -- 50
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Total assets 137,147 152,516
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Liabilities:
Other payables -- 169
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Total liabilities -- 169
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Net assets available for benefits $137,147 $152,347
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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)
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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 --
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Total additions 18,521 28,499
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Deductions:
Benefit payments 13,027 23,379
Net depreciation of investments 20,694 40,540
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Total deductions 33,721 63,919
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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
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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
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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
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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
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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
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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
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$20,694 $40,540
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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)
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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
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$ 136,345
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*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