Document ppJrep0444ReDVnbe89men4ga

Dana Corporation Page 139 of 176 Table of Contents In June 2003, we sold a significant portion of our Engine Management operations to Standard Motor Products for $121. The proceeds consisted of $91 of cash and $30 of debt and equity. The equity securities are restricted by agreement for a period of three years from closing and are included in noncurrent assets at their estimated fair value. In connection with the sale, we recorded after-tax charges of $4 in 2003. The subsidiary's sales, which were included in the former Automotive Aftermarket Group, were $288 and $142 for the year ended December 31, 2002 and the six months ended June 30, 2003, respectively. These amounts are included in our discontinued operations. Note 21. Discontinued Operations The provisions of SFAS No. 144 are generally prospective from the date of adoption and therefore do not apply to divestitures announced prior to January 1, 2002. Accordingly, the disposal of selected subsidiaries of DCC that were announced in October 2001 and completed in 2002 and 2003 were not considered in our determination of discontinued operations. At the same time, while DCC had assets intended for sale at December 31, 2003, they did not meet the criteria for treatment as discontinued operations given the uncertainty surrounding the timing of the sales. We divested our American Electronic Components, Inc., Tekonsha Engineering Company, Theodore Bargman Company and FTE businesses and the majority of our Boston Weatherhead division during the fourth quarter of 2002. We were also actively pursuing the sale of a significant portion of our Engine Management at the end of 2002, a process which ended with the sale of that business in June 2003. These operations qualified as discontinued operations at the end of 2002. In December 2003, we announced our intention to sell substantially all of our Automotive Aftermarket Group. Because we expect to complete the sale in 2004, these operations were treated as discontinued operations as of the end of 2003. Accordingly, the income statements for all prior years have been reclassified to reflect the results of operations of these divested or soon-to-be divested businesses as discontinued operations. The balance sheet at December 31, 2002 reflects the assets and liabilities of the Engine Management business as assets and liabilities of discontinued operations. The assets and liabilities of our Automotive Aftermarket business unit that we plan to divest in 2004 are presented as assets and liabilities of discontinued operations at December 31, 2003. The following summarizes the revenues and expenses of our discontinued operations for 2003, 2002 and 2001 and reconciles the amounts reported in the consolidated statement of income to operating PAT reported in the segment table, which excludes restructuring and unusual charges. 2003 2002 2001 Sales Other income (expense) Cost of sales Selling, general and administrative expenses Restructuring expenses Interest expense $2,153 (2) 1,792 274 4 1 $2,782 6 2,316 345 49 5 $2,790 2 2,425 384 114 5 Income (loss) before income taxes Income tax benefit (expense) Restructuring and unusual items 80 73 (136) (33) (41) 43 5 56 99 Operating PAT in segment table $ 52 $ 88 $ 6 http://www.sec.gOv/Archives/edgar/data/26780/000095015204001384/105571ael0vk.htm 8/1/2004