UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SEC. 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 9, 2002
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Dana Corporation
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(Exact name of registrant as specified in its charter)
Virginia 1-1063 34-4361040
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
4500 Dorr Street, Toledo, Ohio 43615
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (419) 535-4500
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Item 5. Other Events.
During a presentation on January 9, 2002, at The Detroit Auto
Conference 2002 in Dearborn, Michigan, sponsored by Goldman, Sachs & Co., Dana
Corporation's Chief Financial Officer, Robert Richter, intends to present the
following information about the company:
- The current sell-side analysts' consensus for Dana's consolidated
sales for 2001 is $10.3 billion. The company expects sales in 2002
to be about the same as in 2001. In 2002, Dana estimates that its
sales will be reduced by $130 million due to divestitures, net of
acquisitions. Dana also anticipates that its 2002 sales will be
down approximately $400 million due to market conditions, based on
its lower production estimates for the year. However, Dana expects
these losses to be offset by net new business of $430 million
projected for 2002 based on its customers' production estimates.
- The analysts' consensus estimate for operating profit for Dana in
2001 is about breakeven. If sales for 2002 were about the same as
in 2001 and the company did nothing different, comparable results
might be expected in 2002. However, the restructuring plans
announced in October 2001 will impact this year's results.
Assuming an 18% after tax return on the previously announced $445
million in restructuring charges, the company's operating profit
would improve by $80 million. In addition, the company expects to
realize a $30 million improvement in profit because it will no
longer be amortizing goodwill due to accounting rule changes under
SFAS 142. Consequently, all else being equal, Dana would
anticipate an improvement of at least $110 million in operating
profit after tax (OPAT) in 2002, compared to 2001.
- If Dana's sources of cash in 2002 were to include OPAT of $110
million, depreciation of $420 million, a reduction in working
capital of $100, and proceeds from divestitures of $300 million,
and if the company's capital expenditures were $250 million and
its dividend payments were $5 million, then $675 million in free
cash flow would be available to fund the company's restructuring
program and reduce debt.
The foregoing statements (including forecasts, estimates and
expectations) constitute "forward-looking" statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements involve
assumptions, uncertainties, and risks, and Dana's actual results, performance,
or achievements may differ materially from those expressed or implied in these
statements. Among the factors that could affect Dana's actual results are the
impact of national and international economic conditions (including additional
adverse effects from terrorism or hostilities) on production and sales by the
company's vehicular customers; the company's ability to complete the sale of the
Dana Commercial Credit businesses and other divestitures as contemplated; and
the success and timing of the company's restructuring, cost reduction and cash
management programs.
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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 thereunto duly authorized.
Dana Corporation
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(Registrant)
Date: January 9, 2002 By: /s/ Michael L. DeBacker
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Michael L. DeBacker
Vice President, General Counsel and Secretary
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