Document MGQ74an7n6pL7bDV2EVJQjZwj

Dana Corporation Page 95 of 176 Table of Contents Note 4. Common Shares Common stock transactions in the last three years are as follows: 2003 2002 2001 Shares outstanding at beginning of year Issued for equity compensation plans, net of forfeitures Repurchased under stock plans 148,557,994 148,530,464 147,877,034 69,207 27,530 664,430 (11,000) Shares outstanding at end of year 148,627,201 148,557,994 148,530,464 Certain of our employee and director stock plans provide that participants may tender stock to satisfy the purchase price of the shares, the income taxes required to be withheld on the transaction, or both. Shares may only be tendered if held by the participant for a period of more than six months. In connection with these stock plans, we repurchased 11,000 shares in 2001; no shares were repurchased in 2002 or 2003. The following table reconciles the average shares outstanding used in determining basic earnings per share to the number of shares used in the diluted earnings per share calculation: 2003 2002 2001 Average shares outstanding for the year -- basic 148,207,482 148,124,866 147,857,278 Plus: Incremental shares from: Deferred compensation units Restricted stock Stock options 316,649 136,263 230,990 579,509 86,252 51,071 608,757 27,765 2,371 Potentially dilutive shares 683,902 716,832 638,893 Average shares outstanding for the year -- diluted 148,891,384 148,841,698 148,496,171 A loss from continuing operations causes dilutive shares to have an antidilutive effect, so the potentially dilutive shares have been disregarded in calculating diluted earnings per share for the year ended December 31, 2001. Diluted earnings per share is presented for the year ended December 31, 2002 because we reported income from continuing operations. Note 5. Inventories The components of inventory are as follows: Raw materials Work in process and finished goods December 31 2003 2002 $293 $ 369 450 747 http://www.sec.gov/Archives/edgar/data/26780/000095015204001384/105571ael0vk.htm 8/1/2004