-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QlDcBbMscMfvDEkA2DaDcTfaJJmLU5AgtOl5xpsIFJGpUkU91m+dpJlweob/dSia U6oCrJ4BmJ2rt1Zafwri5w== 0000898822-03-000777.txt : 20030723 0000898822-03-000777.hdr.sgml : 20030723 20030723080123 ACCESSION NUMBER: 0000898822-03-000777 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030723 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANA CORP CENTRAL INDEX KEY: 0000026780 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 344361040 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01063 FILM NUMBER: 03797341 BUSINESS ADDRESS: STREET 1: 4500 DORR ST CITY: TOLEDO STATE: OH ZIP: 43615 BUSINESS PHONE: 4195354500 MAIL ADDRESS: STREET 1: PO BOX 1000 CITY: TOLEDO STATE: OH ZIP: 43697 8-K 1 form8-kpres.txt FORM 8-K UNITED STATES 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 23, 2003 DANA CORPORATION (Exact Name of Registrant as Specified in its Charter) VIRGINIA (State or Other Jurisdiction of Incorporation) 1-1063 34-4361040 (Commission File Number) (IRS Employer Identification Number) 4500 DORR STREET, TOLEDO, OHIO, 43615 (Address of Principal Executive Offices, Including Zip Code) (419) 535-4500 (Registrant's Telephone Number, Including Area Code) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Slide presentation for July 23, 2003 conference call. ITEM 9. REGULATION FD DISCLOSURE. This Current Report on Form 8-K and the attached exhibit are being furnished by Dana Corporation (Dana) pursuant to (i) Item 9 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and (ii) Item 12 of Form 8-K, in accordance with Securities and Exchange Commission Release No. 33-8216, insofar as they disclose historical information regarding Dana's results of operations and financial condition for the fiscal quarter and the six months ended June 30, 2003. During a conference call on July 23, 2003, Dana Corporation's Chief Executive Officer, Joseph Magliochetti, and Chief Financial Officer, Robert Richter, intend to present the slide presentation furnished as Exhibit 99.1 to this Current Report. In accordance with General Instructions B.2 and B.6 of Form 8-K, the information in this Current Report, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing. -2- 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) Date: July 23, 2003 By: /s/ Michael L. DeBacker Name: Michael L. DeBacker Title: Vice President, General Counsel and Secretary -3- EXHIBIT INDEX 99.1 Slide presentation for July 23, 2003 conference call. -4- EX-99 3 pptjul22.txt EXHIBIT 99.1 Dana Corporation 2nd Quarter Conference Call [Dana Logo] July 23, 2003 (c)Dana Corporation, 2003 FORWARD-LOOKING STATEMENTS Certain statements contained herein (including our forecasts, beliefs, 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 our actual results are the impact of national and international economic conditions (including additional adverse effects from terrorism or hostilities) on production and sales by our vehicular customers; our ability to complete the sale of DCC's businesses as contemplated; the success and timing of our restructuring, cost reduction and cash management programs as well as costs associated with the tender offer for our common stock that was commenced on July 9, 2003 by a subsidiary of ArvinMeritor, Inc. Additional factors are contained in our public filings with the Securities and Exchange Commission. We do not undertake to update any forward-looking statements contained herein. 2 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward-looking information. Actual results may differ materially due to factors listed on slide 2. DISCUSSION AGENDA -- Review of ArvinMeritor Offer -- Second-Quarter Performance -- Dana's Strategy: Positioned for Growth -- Q&A Session 3 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward-looking information. Actual results may differ materially due to factors listed on slide 2. KEY TERMS AND CONDITIONS OF OFFER Offeror -- A wholly owned subsidiary of ArvinMeritor Offer -- $15.00 per share in cash via a tender offer for all Dana outstanding shares -- No Financing Key Conditions -- Financing Condition -- Minimum Tender Condition -- Antitrust Condition -- Affiliated Transaction Condition -- Control Share Condition 4 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward-looking information. Actual results may differ materially due to factors listed on slide 2. RATIONALE FOR REJECTION -- Offer is inadequate -- Offer is opportunistic - Restructuring and transformation not yet reflected in stock price -- Offer is highly conditional - No identified financing - Serious antitrust concerns 5 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward-looking information. Actual results may differ materially due to factors listed on slide 2. OFFER IS INADEQUATE -- Board believes that the Offer does not reflect Dana's value - Reaffirmed belief that on-going strategy is a better way to enhance shareholder value - Current strategy will deliver substantially higher levels of performance in 2003, 2004 and beyond -- Financial advisors provided independent opinions that Offer is inadequate -- Stock price traded above Offer since announcement 6 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward-looking information. Actual results may differ materially due to factors listed on slide 2. OFFER IS OPPORTUNISTIC -- Dana's stock was near 52-week low when ArvinMeritor approached Dana -- Our restructuring plan is bearing fruit -- The heavy-duty truck markets that Dana serves are recovering 7 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward-looking information. Actual results may differ materially due to factors listed on slide 2. OFFER IS HIGHLY CONDITIONAL (\) ArvinMeritor must raise the necessary financing to fund the Offer (\) ArvinMeritor must receive the necessary HSR clearance (\) Numerous other conditions 8 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward-looking information. Actual results may differ materially due to factors listed on slide 2. SUBSTANTIAL FINANCING RISK Risk to Shareholders Uncertainty of Financing -------------------- ------------------------ -- Offer contains no certainty -- Pro forma ArvinMeritor of financing leverage would be on of the - Represents substantial highest in the industry risk of non-completion (88% debt to capital ratio) -- Substantial leverage of the -- Multi-billion dollar combined entity provides external financing required significant financing risk for (plus assumed debt) ArvinMeritor -- Significant pension and -- In response to regulatory inquiries, OPEB liabilities ArvinMeritor acknowledges that it has no financing commitments -- Rating agencies have already expressed significant concern -- Poor industry track record in highly leveraged transactions 9 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward-looking information. Actual results may differ materially due to factors listed on slide 2. SERIOUS ANTITRUST CONCERNS -- Combined North American share in several key markets is 80-100% - Axles, driveshafts and foundation brakes for medium- and heavy-duty trucks -- The only North American suppliers (via joint arrangements) of heavy-truck driveline systems -- Highly likely to be subject to intensive and prolonged government scrutiny -- Potential uncertainty, instability for customers 10 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward-looking information. Actual results may differ materially due to factors listed on slide 2. BOARD COMMITMENT - -- Focused on building shareholder value and safeguarding shareholder interests - -- Continuing obligation by the Board to oversee the progress of the Company - -- Actively participates in setting strategic direction and evaluating alternatives 11 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2. WHY WE WANT YOUR SUPPORT - -- Offer is inadequate - -- Offer is opportunistic - Restructuring and transformation not yet reflected in stock price - -- Offer is highly conditional - No identified financing - Serious antitrust concerns - -------------------------------------------------------------------------------- GREATER SHAREHOLDER VALUE CREATED UNDER CURRENT STRATEGIC PLAN - -------------------------------------------------------------------------------- 12 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2. FINANCIAL SUMMARY Q2-2003 Q2-2002 Sales $ 2.5 billion $ 2.6 billion Net Income $ 52 million $ 52 million Earnings Per Share $ 0.35 $ 0.35 13 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2. Segment Comparison- 2nd Qtr Sales OPAT --------------------------- ------------------------- 2003 2002 Chg. 2003 2002 Chg. ---- ---- ---- ---- ---- --- Automotive 966 970 (1)% 46 50 (8)% Aftermarket 575 591 (3)% 18 33 (45)% Engine & Fluid 541 558 (3)% 22 27 (19)% Heavy Vehicle 520 524 (1)% 18 23 (22)% DCC 6 7 (14)% Other (61) (67) (9)% (62) (70) (11)% Results from Cont. ------------------------- ------------------------- Operations 2,541 2,576 (1)% 48 70 (31)% Discontinued Ops. (1) (3) Unusual Items 5 (15) ------------------------- ------------------------ Total 2,541 2,576 (1)% 52 52 14 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2. DCC PORTFOLIO ANALYSIS ($ MILLIONS) [Pie Graph depicting the following:] [Pie Graph depicting the following:] 12/01 Total Portfolio Assets - $2,200 6/03 Total Portfolio Assets- $1,490 Consisting of: Value Added Services, Real Estate, Capital Markets, Retained 15 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2. INCOME STATEMENT WITH DCC ON AN EQUITY BASIS ($ Millions) Second Quarter YTD ----------------------- ---------------------- 2003 2002 2003 2002 ------ ------- ------- ------- ($ Millions) Net sales $ 2,541 $ 2,576 $ 4,983 $4,897 Other income 25 13 38 27 -------- ------- ------- -------- 2,566 2,589 5,021 4,924 -------- ------- ------- -------- Cost of sales 2,286 2,270 4,482 4,339 SG&A expense 192 189 373 384 Restructuring 51 88 Interest expense 41 44 83 89 -------- ------- ------- -------- 2,519 2,554 4,938 4,900 -------- ------- ------- -------- Income before taxes 47 35 83 24 Income taxes (18) (18) (33) (34) Minority interest (2) (3) (4) (9) Equity in affiliate earnings 28 44 55 64 Discontinued operations (3) (6) (8) (2) Accounting change effect (220) -------- ------- ------- ------- Net income (loss) $ 52 $ 52 $ 93 $ (177) -------- ------- ------- ------- -------- ------- ------- ------- 16 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2.
CASH FLOW STATEMENT With DCC on an Equity Basis ($Millions) Second Quarter YTD --------------------- --------------------- Sources 2003 2002 2003 2002 ---- ---- ---- ---- Net Income (Loss) $ 52 $ 52 $ 93 $ (177) Accounting change effect 220 Depreciation 85 97 171 195 Asset sales 2 11 6 11 Divestitures 145 - 145 10 Working capital decrease (increase) (30) 34 (222) 24 -------- -------- ---------- ------- 245 194 193 283 -------- -------- ---------- ------- Uses Capital spend (61) (70) (133) (134) Dividends (2) (2) (3) (3) Net change in other accounts (22) 6 (30) (26) ------- -------- ---------- -------- (85) (66) (166) (163) ------- -------- ---------- -------- Restructuring Plan After-tax charges - 42 - 79 Cash Payments (20) (39) (64) (78) Proceeds from Asset Sales 17 17 37 19 ------- ------- ----------- -------- (3) 20 (27) 20 ------- ------- ----------- -------- Cash Change in Net Debt $ 166 $ 148 $ - $ 140 ------ ------- ---------- --------
17 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2. CAPITAL STRUCTURE With DCC on an Equity Basis 12/31/02 Operations Other 6/30/03 -------- ---------- ----- ------- ($Millions) Short-term debt $ 53 $ (23) $ 253 $ 283 Long-term debt 2,462 18 (217) 2,263 -------- ---------- ------- ------- Borrowings 2,515 (5) 36 2,546 Cash 551 (5) - 546 -------- ---------- ------- ------- Net Debt $ 1,964 $ - $ 36 $ 2,000 Equity $ 1,482 $ 90 $ 213 $ 1,785 Net debt/capital 57.0% 52.8% 18 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward-looking information. Actual results may differ materially due to factors listed on slide 2. JUNE 30, 2003 DEBT PORTFOLIO With DCC on an Equity Basis Maturity Schedule Average Life - 10.4 Years Bar Graph depicting the year on the X-axis for the years set forth below and $Millions on the Y-axis. 2003: Revolver, $33 Million 2004: Senior Notes & Other, $276 Million 2006: $0 2008: Senior Notes, $150 Million 2009: Senior Notes, $350 Million 2010: Senior Notes, $250 Million 2011: Senior Notes, $805 Million 2028: Senior Notes, $197 Million 2029: Senior Notes, $375 Million Amounts by maturity exclude swap valuation adjustments and issue expenses of $17 million net 19 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2. RE-AFFIRMED 2003 GUIDANCE ($ Millions, except per-share amounts) NET INCOME: $195 TO $215 EPS: $1.31 TO 1.44 20 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2. 2003 PRELIMINARY CASH PROJECTION With DCC on an Equity Basis ($ Millions) SOURCES: Net income $ 195 Depreciation 340 Working capital 175 Divestiture proceeds 145 -------- $ 855 LESS: Capital spend (325) Dividends (5) $ 525 Cash Payments for Restructuring $ 100-150 21 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2. DANA CONSOLIDATED RETURN ON INVESTED CAPITAL (ROIC) (Last 12 Months Total Income/ 5-Quarter Rolling Average Invested Capital) [Bar Graph depicting the following information]
11.8% 13.2% 9.1% 6.6% 4.5% 3.2% 2.8% 3.4% 4.3% 5.4% 6.8% 7.1% 6.7% 1998 1999 2000 Q1 01 Q2 01 Q3 01 Q4 01 Q1 02 Q2 02 Q3 02 Q4 02 Q1 03 Q2 03
22 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2. DANA CONSOLIDATED RETURN ON INVESTED CAPITAL (ROIC) (Last 12 Months Total Income/ 5-Quarter Rolling Average Invested Capital) [Bar graph depicting the following information]
11.8% 13.2% 9.1% 6.6% 4.5% 3.2% 2.8% 3.4% 4.3% 5.4% 6.8% 7.1% 6.7% 1998 1999 2000 Q1 01 Q2 01 Q3 01 Q4 01 Q1 02 Q2 02 Q3 02 Q4 02 Q1 03 Q2 03
23 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2. REVENUE BREAKDOWN [Pie Chart depicting the following information] Automotive Systems Group 37% Automotive Aftermarket Group 23% Engine and Fluid Management Group 21% Heavy Vehicle Technologies & Systems 19% 2002 Revenues $9,504 2002 EBIT(1) 390 2002 Margin 4.1% Excludes restructuring and accounts for DCC under the equity method. 24 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2. STRONG CUSTOMER RELATIONSHIPS [Pie Chart depicting the following information] DaimlerChrysler, Freightliner 10% Ford, Volvo, Land Rover, Jaguar 18% General Motors 8% Other (1) 64% (1) Volkswagen, Carquest, BMW, Nissan, Isuzu, Toyota, Renault, Pep Boys, Caterpillar, Honda, Napa, International Non-US based OEMs are composing an incresing percentage of Dana's revenue 25 Data as of Dec. 31, 2002 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2. RESTRUCTURING NEAR COMPLETION Restructuring Costs -- On target with original estimates of $445 million Facility Closures -- Original target greater than or equal to 30 Status: 31 closed, 8 in progress Workforce -- Original target greater than or equal to 15% Status: 20% to date Outsource Non-Core Content -- Substantial non-core components outsourced Divest DCC -- Over $700 million in assests divested - achieving value ---------------------------------------------------------- Restructuring plan substantially complete in Q4 2003 Organization positioned for growth ---------------------------------------------------------- 26 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2. ENTERING GROWTH PHASE -- Seven new ASG product launches in 2003 - Millions in investments, ready to begin full returns in 2004 and beyond -- Well positioned for improvements in heavy duty volumes - 2003: 175,000 to 180,000 - 2004: 245,000 to 255,000 -- Groundwork is in place - Organization is "right-sized" for growth - Reduced investment and variable costs 27 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2. ENTERING GROWTH PHASE -- Focus on technology - Technology drives price - Leading to new platform wins: $1.3 billion of new business over 4 years -- Continuing to grow and diversify customer base - Toyota, Nissan, BMW - Increasing content 28 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2. PROJECTED NET INCREMENTAL BUSINESS ($ Millions) SBU 2003 2004 2005 2006 2007 -------------------------------------------------------------- ASG 195 545 720 765 780 AAG 20 25 35 35 35 EFMG 85 150 180 200 215 HVTSG 195 185 165 230 240 - -------------------------------------------------------------------------------- TOTAL 495 905 1,100 1,230 1,270 Prior Qtr. 490 930 1,080 1,225 1,250 29 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2. FAVORABLE OUTLOOK Key Drivers in 2004 Earnings Long-Term Objectives - --------------------------------------- -------------------------------------- - -- Improved top-line performance -- Annual top-line growth - Heavy duty volumes - 6% to 7% - New business wins -- Continued margin improvement - -- Bottom line and cash flow -- Balance sheet improvements - Return to investment grade - Restructuring complete credit rating - Substantial operating leverage -- Dividend policy - Reduced start-up costs in 2004 - Re-examine dividend levels - -------------------------------------------------------------------------------- Net Income guidance of $300 million (~ $2.00 per share) for 2004 - -------------------------------------------------------------------------------- 30 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward- looking information. Actual results may differ materially due to factors listed on slide 2. [DANA CORPORATION LOGO] QUESTIONS? (c)Dana Corporation, 2003 [DANA CORPORATION LOGO] THANK YOU (c)Dana Corporation, 2003 SUPPLEMENTAL DATA Change in Working Capital - DCC on an Equity Basis Second Quarter YTD -------------------- ------------- 2003 2002 2003 2002 ($Millions) ---- ---- ---- ---- Balance at beginning of quarter $1,134 $1,107 $830 $1,116 Cash from operations: Incr in accts receivable (11) 141 224 397 Incr (decr) in inventory (44) (20) (22) (38) Incr in other assets 7 (16) 44 16 Decr (incr) in curr liabs 78 (169) (24) (429) ------ ------ ------ ------ Net from operations 30 (64) 222 (54) Restructuring 20 (1) 64 15 Divestitures (71) (3) (71) (6) Exchange & other non-cash (12) 52 56 20 ------ ------ ------ ------ Balance at end of quarter $1,101 $1,091 $1,101 $1,091 ------ ------ ------ ------ 33 (c)Dana Corporation. Dated July 23, 2003. This slide may contain forward-looking information. Actual results may differ materially due to factors listed on slide 2. -----END PRIVACY-ENHANCED MESSAGE-----