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): November 11, 2005
Dana Corporation
(Exact name of registrant as specified in its charter)
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Virginia
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1-1063
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34-4361040 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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4500 Dorr Street, Toledo, Ohio
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43615 |
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(Address of principal executive offices)
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(Zip Code)
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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 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.
(a) As previously reported, Dana Corporation announced on October 10, 2005, that its management and
the Audit Committee of its Board of Directors had concluded, as a result of an ongoing
investigation, that Dana’s financial statements for 2004 and the first and second quarters of 2005
contained errors and should no longer be relied upon and that the company would restate its
financial statements for those periods. Subsequently, Dana announced that, although the
investigation was not yet complete and the effect of these restatements might require the
restatement of financial statements for earlier periods, it expected that the net aggregate
reduction in net income for all periods to be restated would be between $25 million and $45 million
after tax.
On November 11, 2005, Dana’s management and Audit Committee determined that the restatement of
the company’s 2004 financial statements will trigger the accounting requirement to restate its
financial statements for the years 2002 and 2003 and its financial results for the years 2000 and
2001. As a result, they concluded that Dana’s financial statements for 2002 and 2003 and its
financial results for 2000 and 2001 should no longer be relied upon. Dana issued a news release on
November 15, 2005, reporting these conclusions, among other things. The text of that news release
is set out in the attached Exhibit 99.1.
Dana’s management and Audit Committee reached their conclusions in consultation with the
company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, and the
independent investigators retained by the Audit Committee.
The items
requiring the restatement of the years prior to 2004 are unrelated to the company’s
ongoing internal investigation. During 2004, Dana had recorded net charges totaling approximately
$7 million after tax to adjust for items related to prior periods, including certain European
benefit plans, state income taxes, inter-company balances, interest expense, and other accrued
liabilities. The company had determined that these items did not materially impact the results of
operations for the 2004 quarters in which they were recorded or for the full year. As a result of
restating its 2004 financial statements for the items identified in the investigation, Dana will
now be required to record the items comprising the $7 million in the periods to which they are
attributable.
Consequently, Dana will be restating financial results back to 2000.
Items pertaining to periods prior to 2000 will be recorded in 2000
because they are immaterial to that year. While the restatement of
these items will affect the timing of reported income, it will not impact the company’s cumulative
net income in the periods affected and therefore has no impact on the previously announced range.
In connection with the restatements, the company believes that there are material weaknesses
in its internal control over financial reporting.
Dana will prepare amended reports on Forms 10-Q/A for the first and second quarters of 2005
and on Form 10-K/A for the year ended December 31, 2004. The Form 10-K/A for 2004 will include
restated financial statements for each of the years 2002 through 2004 and restated financial
results in the Selected Financial Data for the years 2000 and 2001.
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