UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): September 15, 2005
Dana
Corporation
(Exact name of registrant as specified in its charter)
| Virginia | 1-1063 | 34-4361040 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
| 4500 Dorr Street, Toledo, Ohio | 43615 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (419) 535-4500
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On September 15, 2005, Dana Corporation issued a news release announcing a downward revision
of its 2005 full-year earnings forecast. The release also announced that the company is likely to
restate its second-quarter 2005 financial statements. A copy of the release is attached to this
Current Report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Dana Corporation news release dated September 15, 2005
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dana Corporation (Registrant) |
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Date: September 15, 2005
|
By: | /s/ Michael L. DeBacker | |||||
| Michael L. DeBacker Vice President, General Counsel and Secretary |
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Exhibit Index
99.1 Dana
Corporation news release dated September 15, 2005
4
Exhibit 99.1
| Contact: | Michelle L. Hards (419) 535-4636 michelle.hards@dana.com |
DANA CORPORATION REVISES 2005 EARNINGS OUTLOOK,
RESTATEMENT OF SECOND-QUARTER 2005 FINANCIAL STATEMENTS LIKELY
RESTATEMENT OF SECOND-QUARTER 2005 FINANCIAL STATEMENTS LIKELY
TOLEDO, Ohio – September 15, 2005 – Dana Corporation (NYSE: DCN) today announced that it has
revised its 2005 full-year earnings outlook to a range of $90 million to $105 million, or
approximately 60 to 70 cents per share, from its previously announced range of $196 million to $219
million, or $1.30 to $1.45 per share. In both cases, the outlook excludes gains and losses on
divestitures and asset sales, and other unusual items.
The company is assessing whether, as the result of the change in earnings outlook, it will be
required to write down its U.S. deferred tax assets. A write-down of U.S. deferred tax assets and
the consequent inability to record similar tax benefits in the future would not have a cash impact,
but would have a direct negative impact on the revised 2005 full-year earnings outlook set forth
above. At June 30, the company’s U.S. deferred tax assets totaled approximately $740 million. The
revised outlook includes approximately $60 million of tax benefits on domestic losses in the second
half.
Dana Chairman and CEO Michael J. Burns said that this reduction reflects a reassessment of the
company’s full-year outlook after reviewing its preliminary results through the end of August.
These results indicate that the company is being negatively impacted by continued
higher-than-expected costs for steel and other materials, as well as increased energy costs. In
addition, the company’s Commercial Vehicle business has been unable to achieve projected cost
reductions and is experiencing significant manufacturing inefficiencies. For these reasons, the
company now expects that the Commercial Vehicle unit’s performance in the balance of the year will
be substantially below previous projections. Although less significant, results in the company’s
Automotive Systems business have been impacted by lower-than-anticipated light-vehicle production
volumes on vehicles with significant Dana content.
“We are considering a number of significant measures, both operational and strategic, to improve
our financial performance,” Mr. Burns said. “We are acting swiftly and will make further
announcements regarding our plans as soon as appropriate.”
The company is also assessing the impact of the reduced earnings outlook on its ability to comply
with certain covenants contained in its five-year bank facility and is initiating conversations
with its banks in this regard.
Company Likely to Restate Second-Quarter 2005 Financial Statements
Dana also announced that it will likely restate its second-quarter 2005 financial statements, primarily to correct inappropriate recognition of price increases in its Commercial Vehicle business during the second quarter.
Dana also announced that it will likely restate its second-quarter 2005 financial statements, primarily to correct inappropriate recognition of price increases in its Commercial Vehicle business during the second quarter.
Based on a preliminary internal review, the company believes that the potential restatement could
result in an after-tax reduction of approximately $10 million to $15 million in second-quarter
income. The actual amount is subject to the completion of the review process. The company’s
independent registered public accounting firm has been advised of the company’s preliminary
findings to date and is also reviewing the situation.
About Dana Corporation
Dana people design and manufacture products for every major vehicle producer in the world. Dana is focused on being an essential partner to automotive, commercial, and off-highway vehicle customers, which collectively produce more than 60 million vehicles annually. A leading supplier of axle, driveshaft, engine, frame, chassis, and transmission technologies, Dana employs 46,000 people in 28 countries. Based in Toledo, Ohio, the company reported sales of $9.1 billion in 2004. Dana’s Internet address is: www.dana.com.
Dana people design and manufacture products for every major vehicle producer in the world. Dana is focused on being an essential partner to automotive, commercial, and off-highway vehicle customers, which collectively produce more than 60 million vehicles annually. A leading supplier of axle, driveshaft, engine, frame, chassis, and transmission technologies, Dana employs 46,000 people in 28 countries. Based in Toledo, Ohio, the company reported sales of $9.1 billion in 2004. Dana’s Internet address is: www.dana.com.
Forward-Looking Statements
Certain statements contained in this release constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent Dana’s expectations based on our current information and assumptions. Forward-looking statements are inherently subject to risks and uncertainties. Dana’s actual results could differ materially from those that are anticipated or projected due to a number of factors. These factors include the effect of national and international economic conditions; adverse effects from terrorism or hostilities; the strength of other currencies relative to the U.S. dollar; increases in commodity costs, including steel, that cannot be recouped in product pricing; our ability and that of our customers to achieve projected sales and production levels; the continued availability of necessary goods and services from our suppliers; competitive pressures on our sales and pricing; our ability to implement our cost reduction, cash management and long-term transformation programs, and our U.S. tax loss carryforward utilization strategies; and other factors set out in our public filings with the Securities and Exchange Commission. Dana does not undertake to update any forward-looking statements in this release.
Certain statements contained in this release constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent Dana’s expectations based on our current information and assumptions. Forward-looking statements are inherently subject to risks and uncertainties. Dana’s actual results could differ materially from those that are anticipated or projected due to a number of factors. These factors include the effect of national and international economic conditions; adverse effects from terrorism or hostilities; the strength of other currencies relative to the U.S. dollar; increases in commodity costs, including steel, that cannot be recouped in product pricing; our ability and that of our customers to achieve projected sales and production levels; the continued availability of necessary goods and services from our suppliers; competitive pressures on our sales and pricing; our ability to implement our cost reduction, cash management and long-term transformation programs, and our U.S. tax loss carryforward utilization strategies; and other factors set out in our public filings with the Securities and Exchange Commission. Dana does not undertake to update any forward-looking statements in this release.
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