EX-99.1 2 l20904aexv99w1.htm EX-99.1 PRESS RELEASE EX-99.1
 

Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
JUDGE:
Burton R. Lifland
CASE NO: 06-10354 (BRL)
CHAPTER 11
DANA CORPORATION, ET AL. (1)
MONTHLY OPERATING REPORT
PERIOD COVERED: MAY 1, 2006 — MAY 31, 2006
             
DEBTOR’S ADDRESS:   MONTHLY DISBURSEMENTS:
 
  4500 Dorr Street       $535 million
 
  Toledo, OH 43615        
 
           
DEBTOR’S ATTORNEY:   MONTHLY OPERATING LOSS :
 
  Jones Day       $9 million
 
  222 East 41st Street        
 
  New York, NY 10017        
         
REPORT PREPARER:
       
 
       
/s/ Kenneth A. Hiltz     CHIEF FINANCIAL OFFICER  
 
       
SIGNATURE OF REPORT PREPARER
      TITLE
 
       
KENNETH A. HILTZ   June 29, 2006
PRINTED NAME OF REPORT PREPARER
      DATE
The report preparer, having reviewed the attached report and being familiar with the Debtors’ financial affairs, verified under the penalty of perjury that the information contained therein is complete, accurate and truthful to the best of his knowledge. (2)
(1)   See next page for a listing of Debtors by case number.
 
(2)   All amounts herein are preliminary, unaudited and subject to revision.

 


 

In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: May 1, 2006 — May 31, 2006
         
Petitioning Entities:   Case Number:
Dana Corporation
    06-10354  
Dakota New York Corp
    06-10351  
Brake Systems, Inc.
    06-10355  
BWDAC, Inc.
    06-10357  
Coupled Products, Inc.
    06-10359  
Dana Atlantic, LLC
    06-10360  
Dana Automotive Aftermarket, Inc.
    06-10362  
Dana Brazil Holdings I, LLC
    06-10363  
Dana Brazil Holdings, LLC
    06-10364  
Dana Information Technology, LLC
    06-10365  
Dana International Finance, Inc.
    06-10366  
Dana International Holdings, Inc.
    06-10367  
Dana Risk Management Services, Inc.
    06-10368  
Dana Technology, Inc.
    06-10369  
Dana World Trade Corporation
    06-10370  
Dandorr L.L.C.
    06-10371  
Dorr Leasing Corporation
    06-10372  
DTF Trucking, Inc.
    06-10373  
Echlin-Ponce, Inc.
    06-10374  
EFMG, LLC
    06-10375  
EPE, Inc.
    06-10376  
ERS, LLC
    06-10377  
Flight Operations, Inc.
    06-10378  
Friction, Inc.
    06-10379  
Friction Materials, Inc.
    06-10380  
Glacier Vandervell, Inc.
    06-10381  
Hose & Tubing Products, Inc.
    06-10382  
Lipe Corporation
    06-10383  
Long Automotive, LLC
    06-10384  
Long Cooling, LLC
    06-10385  
Long USA, LLC
    06-10386  
Midland Brake, Inc.
    06-10387  
Prattville Mfg, Inc.
    06-10388  
Reinz Wisconsin Gasket, LLC
    06-10390  
Spicer Heavy Axle & Brake, Inc.
    06-10391  
Spicer Heavy Axle Holdings, Inc.
    06-10392  
Spicer Outdoor Power Equipment Components
    06-10393  
Torque-Traction Integration Technologies, LLC
    06-10394  
Torque-Traction Manufacturing Technologies, LLC
    06-10395  
Torque-Traction Technologies, LLC
    06-10396  
United Brake Systems, Inc.
    06-10397  

 


 

DANA CORPORATION, ET AL
MONTHLY OPERATING REPORT
May 2006
INDEX
         
    Pages
Financial Statements
       
Condensed Statement of Income (Loss) with DCC on an Equity Basis (Unaudited) — Month of May 2006 and Period from March 3, 2006 to May 31, 2006
    4  
Condensed Balance Sheet with DCC on an Equity Basis (Unaudited) — May 31, 2006
    5  
Condensed Statement of Cash Flows with DCC on an Equity Basis (Unaudited) — Month of May 2006
    6  
 
       
Notes to Monthly Operating Report
       
Note 1.  Background and Reorganization
    7  
Note 2.  Basis of Presentation
    8  
Note 3.  DIP Credit Agreement and EBITDAR
    9  
Note 4.  Reorganization Items
    11  
Note 5.  Liabilities Subject to Compromise
    12  
Note 6.  Post-petition Accounts Payable
    13  
 
       
Schedule of Disbursements
    14  
 
       
Schedule of Payroll Taxes — Liability and Deposits
    15  
 
       
Schedule of Sales, Use and Property Taxes Paid
    16  
Case Number: 06-10354 (BRL) (Jointly Administered)

3


 

DANA CORPORATION
CONDENSED STATEMENT OF INCOME (LOSS)
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
                 
    Month Ended     March 3, 2006 to  
    May 31, 2006     May 31, 2006  
    (in millions)  
Net sales
  $ 813     $ 2,332  
Costs and expenses
               
Cost of sales
    758       2,186  
Selling, general and administrative expenses
    37       93  
Other income
    8       30  
 
           
Income from operations
    26       83  
Interest expense (contractual interest of $14 in May and $44 for the period 3/3/06 to 5/31/06)
    5       18  
Reorganization charges, net
    18       81  
 
           
Income (loss) before income taxes
    3       (16 )
Income tax expense
    (14 )     (35 )
Minority interest
          (1 )
Equity in earnings of affiliates
    3       (5 )
 
           
Loss from continuing operations
    (8 )     (57 )
Loss from discontinued operations
    (1 )     (30 )
 
           
Net loss
  $ (9 )   $ (87 )
 
           
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

4


 

DANA CORPORATION
CONDENSED BALANCE SHEET
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
       
    May 31, 2006
    (in millions)
Assets
     
Current assets
     
Cash and cash equivalents
  $ 761
Accounts receivable
     
Trade
    1,380
Other
    344
Inventories
    703
Assets of discontinued operations
    545
Other current assets
    160
 
   
Total current assets
    3,893
Investments and other assets
    1,355
Investments in equity affiliates
    931
Property, plant and equipment, net
    1,674
 
   
Total assets
  $ 7,853
 
   
 
     
Liabilities and Shareholders’ Equity
     
Current liabilities
     
Notes payable, including current portion of long-term debt
  $ 34
Accounts payable
    999
Liabilities of discontinued operations
    236
Other accrued liabilities
    755
 
   
Total current liabilities
    2,024
 
     
Liabilities subject to compromise
    4,295
 
     
Deferred employee benefits and other noncurrent liabilities
    259
Long-term debt
    17
Debtor-in-possession financing
    700
Minority interest in consolidated subsidiaries
    84
Shareholders’ equity
    474
 
   
Total liabilities and shareholders’ equity
  $ 7,853
 
   
 
   
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

5


 

DANA CORPORATION
CONDENSED STATEMENT OF CASH FLOW
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
                 
    Month Ended     March 3, 2006  
    May 31, 2006     to May 31, 2006  
    (in millions)  
Operating activities
       
Net income (loss)
  $ (9 ) $ (87 )
Depreciation and amortization
    22   65
Charges related to divestitures and asset sales
    4   32
Reorganization items
    18   81
Payment of reorganization items
    (7 ) (35 )
(Increase) decrease in working capital
    (51 ) 54
Other
    8   104
 
       
Net cash flows (used for) provided by operating activities
    (15 ) 214
 
       
 
       
Investing activities
       
Purchases of property, plant and equipment
    (33 ) (99 )
Proceeds from sale of other assets
        1
Other
    (4 ) (8 )
 
       
Net cash flows used for investing activities
    (37 ) (106 )
 
       
 
       
Financing activities
       
Net change in short-term debt
    (1 ) (605 )
Proceeds from DIP Credit Agreement
        700  
Increase (decrease) in long-term debt
    2   (2 )
 
       
Net cash flows provided by financing activities
    1   93
 
       
 
       
Net increase (decrease) in cash and cash equivalents
    (51 ) 301
Cash and cash equivalents — beginning of period
    812   560
 
       
Cash and cash equivalents — end of period
  $ 761   $ 761
 
       
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

6


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
Note 1. Background and Reorganization
General
Dana Corporation (Dana) is a leading supplier of axle, driveshaft, frame, sealing and thermal products. Dana designs and manufactures products for every major vehicle producer in the world and is focused on being an essential partner to its automotive, commercial truck and off-highway vehicle customers.
Reorganization Under Chapter 11 of the Bankruptcy Code
On March 3, 2006 (the Filing Date), Dana and forty of its wholly-owned domestic subsidiaries (collectively, the Debtors) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court). These Chapter 11 cases are being jointly administered under Case Number 06-10354 (BRL) and are collectively referred to herein as the “Bankruptcy Cases.” A listing of the Debtors and their respective case numbers is set forth at the beginning of this Monthly Operating Report. The Debtors are managing their business and properties in the ordinary course as debtors in possession subject to the supervision of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Neither Dana Credit Corporation (DCC) and its wholly-owned subsidiaries nor any of Dana’s non-U.S. subsidiaries have filed bankruptcy petitions and none of these entities is a Debtor in the Bankruptcy Cases. The Office of the United States Trustee for the Southern District of New York (the U.S. Trustee) has appointed a statutory committee of unsecured creditors in the Bankruptcy Case which, in accordance with the provisions of the Bankruptcy Code, will have the right to be heard on matters that come before the Bankruptcy Court and an equity committee which will represent the interests of Dana shareholders.
This Monthly Operating Report has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Bankruptcy Cases and is in a format acceptable to the U.S. Trustee and to the lenders under the DIP Credit Agreement (discussed below). The financial information contained herein is limited in scope and covers a limited time period. Moreover, such information is unaudited, and, as discussed below, is not prepared in accordance with accounting principles generally accepted in the United States (GAAP). Accordingly, this Monthly Operating Report should not be used for investment purposes.
While Dana continues its reorganization under Chapter 11, investments in Dana securities will be highly speculative. Although shares of Dana common stock continue to trade on the Over the Counter Bulletin Board under the symbol “DCNAQ,” the trading prices of the shares may have little or no relationship to the actual recovery, if any, by the holders under any eventual court-approved reorganization plan. The opportunity for any recovery by holders of Dana common stock under such reorganization plan is uncertain, and Dana’s shares may be cancelled without any compensation pursuant to such plan.
Case Number: 06-10354 (BRL) (Jointly Administered)

7


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
Note 2. Basis of Presentation
Financial Information
The unaudited condensed financial statements and supplemental information contained herein present the condensed financial information of Dana and its debtor and nondebtor subsidiaries, with DCC accounted for on an equity basis. Accordingly, intercompany transactions with DCC have not been eliminated in these financial statements and are reflected as intercompany receivables, loans and payables. This presentation of condensed Dana financial statements with DCC on an equity basis, while consistent in format with the financial information required to be provided to the lenders under the DIP Credit Agreement (discussed below) and acceptable to the U.S. Trustee, does not conform to GAAP, which requires that DCC and its subsidiaries be consolidated along with Dana’s other majority-owned subsidiaries.
For consolidated financial statements for Dana prepared in conformity with GAAP and the notes thereto, see the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006, which have been filed with the U.S. Securities and Exchange Commission and are accessible at http//www.dana.com at the “Investors” link.
The condensed statements of income (loss) and cash flows presented herein are for the month of May 2006 and also includes the period from March 3, 2006 to May 31, 2006. The schedule of “Cash Disbursements by Petitioning Entity” contains further information regarding cash disbursements made by each of the Debtors during the post-petition period of May 1, 2006 through and including May 31, 2006.
The financial statements herein with DCC accounted for on an equity basis have been derived from Dana’s internal books and records. They include normal recurring adjustments but not all of the adjustments that would typically be made for quarterly and annual financial statements in accordance with GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Furthermore, the monthly information presented herein has not been subjected to the same level of accounting review and testing that Dana applies in the preparation of its quarterly and annual financial information in accordance with GAAP. Accordingly, the financial information herein is subject to change and any such change could be material. The results of operations contained herein are not necessarily indicative of results which may be expected for any other period or the full year and may not reflect Dana’s consolidated results of operations, financial position and cash flows in the future.
Case Number: 06-10354 (BRL) (Jointly Administered)

8


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
Accounting Requirements
American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (SOP 90-7), which is applicable to companies operating under Chapter 11, generally does not change the manner in which financial statements are prepared. However, SOP 90-7 does require that the financial statements for periods subsequent to the filing of the Chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. The condensed financial statements contained herein have been prepared in accordance with the guidance in SOP 90-7.
Taxes
Income taxes are accounted for in accordance with SFAS No. 109, “Accounting for Income Taxes.” Current and deferred income tax assets and liabilities are recognized based on events which have occurred and are measured by the enacted tax laws. Based on its recent history of losses in the U.S. and near-term prospects for continued losses, Dana established a 100% valuation allowance against its U.S. deferred tax assets during the third quarter of 2005. Deferred tax assets resulting from subsequent U.S. losses have been offset by increases in the valuation allowances, effectively eliminating the benefit of those losses.
The Debtors have received Bankruptcy Court approval to pay pre-petition sales, use, and certain other taxes in the ordinary course of their businesses. The Debtors believe that they have paid all pre-petition and post-petition taxes when due from and after the Filing Date. See the accompanying schedules of “Payroll Taxes Paid“ and “Post-petition Sales, Use and Property Taxes” for information regarding taxes paid. The Debtors believe that all tax returns are being prepared and filed as due, or extended as necessary, and that they are paying all post-petition taxes as they become due or obtaining extensions for the payment thereof.
Contractual Interest Expense
Contractual interest expense represents amounts due under the contractual terms of outstanding debt for the period March 3, 2006 through May 31, 2006, including debt subject to compromise for which interest expense of $26 ($9 for the month of May only) is not recognized in the income statement in accordance with SOP 90-7.
Note 3. Debtor-in-Possession Financing (DIP Financing)
DIP Credit Agreement
Dana, as borrower, and the other Debtors, as guarantors, are parties to a Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the DIP Credit Agreement) with Citicorp North America, Inc., Bank of America, N.A. and JPMorgan Chase Bank, N.A. as initial issuing banks. The DIP Credit Agreement, as amended, was approved by the Bankruptcy Court in March 2006. Dana can borrow up to $750 under the revolving credit facility of the DIP Credit Agreement (of which $400 is available for the issuance of letters of credit) and $700 under the term loan facility, for an aggregate amount of up to $1,450.
Case Number: 06-10354 (BRL) (Jointly Administered)

9


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
All of the loans and other obligations under the DIP Credit Agreement will be due and payable on the earlier of 24 months after the effective date of the DIP Credit Agreement or the consummation of a plan of reorganization for the Debtors under the Bankruptcy Code.
As of May 31, 2006, Dana had borrowed $700 under the DIP Credit Agreement and used the proceeds (i) to pay off debt obligations outstanding under Dana’s pre-petition five-year bank facility (which had provided Dana with $400 in borrowing capacity) and its pre-petition accounts receivable securitization program (which had provided Dana with up to $275 borrowing capacity to meet periodic demand for short-term financing) and certain other pre-petition obligations, (ii) to pay certain other pre-petition obligations pursuant to authority granted by the Bankruptcy Court and (iii) to provide for working capital and general corporate expenses.
Interest under the DIP Credit Agreement will accrue, at Dana’s option, either at the London interbank offered rate (LIBOR) plus a per annum margin of 2.25% for both the term loan facility and the revolving credit facility or the prime rate plus a per annum margin of 1.25% for both facilities. Dana will pay a fee for issued and undrawn letters of credit in an amount per annum equal to the LIBOR margin applicable to the revolving credit facility and a per annum fronting fee of 25 basis points. Dana will also pay a commitment fee of 0.375% per annum for unused committed amounts under the revolving credit facility. The DIP Credit Agreement is guaranteed by substantially all of Dana’s domestic subsidiaries, excluding DCC. As collateral, Dana and each of its guarantor subsidiaries has granted a security interest in and lien on effectively all of its assets, including a pledge of 66% of the equity interests of each material foreign subsidiary owned directly or indirectly by Dana and each guarantor subsidiary.
Case Number: 06-10354 (BRL) (Jointly Administered)

10


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
Additionally, the DIP Credit Agreement requires Dana and its direct and indirect subsidiaries to maintain a minimum amount of consolidated earnings before interest, taxes, depreciation, amortization, restructuring and reorganization costs (EBITDAR), as defined, for each period beginning on March 3, 2006 and ending on the last day of each fiscal month from May 2006 through February 2007, and a rolling 12-month cumulative EBITDAR for Dana and its direct and indirect subsidiaries, on a consolidated basis, beginning on March 2007 and ending on February 2008, at levels set forth in the DIP Credit Agreement. The DIP Credit Agreement EBITDAR requirement for the period from March 3, 2006 to May 31, 2006 is $25 while the actual EBITDAR as calculated below, was $139.
         
Net loss
  $ (87 )
Plus —
       
Interest expense
    18  
Income tax expense
    35  
Depreciation and amortization expense
    65  
Restructuring charges
    1  
Reorganization charges, net
    81  
Loss from discontinued operations
    30  
Minority interest
    1  
Less —
       
Equity in earnings (loss) of affiliates
    (5 )
Interest income
    10  
 
     
        EBITDAR
  $ 139  
 
     
Certain internal compensation incentives are based on the achievement of EBITDAR targets. For this purpose, EBITDAR as defined in the DIP Credit Agreement, is modified to include discontinued operations, and applies to periods commencing on January 1, 2006. For this purpose, EBITDAR for the five months ended May 31, 2006, was $147.
Case Number: 06-10354 (BRL) (Jointly Administered)

11


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
Note 4. Reorganization Items
SOP 90-7 requires that reorganization items such as professional fees directly related to the process of reorganizing under Chapter 11 and provisions and adjustments to reflect the carrying value of certain pre-petition liabilities at their estimated allowable claim amounts should be reported separately. The Debtors’ reorganization items for the month of May 2006 consisted of professional fees and charges in connection with recognizing potentially allowable claims resulting from the rejection of operating lease contracts, partially reduced by interest income.
Pursuant to orders of the Bankruptcy Court, professionals retained by the Debtors, the creditors’ and equity committees and any other official statutory committees that may be appointed in the Bankruptcy Cases are entitled to receive payment for their fees and expenses on a monthly basis, subject to compliance with certain procedures established by orders of the Bankruptcy Court.
In some cases, the professionals retained by the Debtors in the Bankruptcy Cases are also providing services to the Debtors’ nondebtor subsidiaries and will be paid for such services by the nondebtor subsidiaries. With respect to the Debtors’ foreign nondebtor subsidiaries, it is anticipated that payments for services to these entities in U.S. dollars will be made in the first instance by the Debtors and reimbursed by the foreign nondebtor subsidiaries through the ordinary course netting process established under the Debtors’ consolidated cash management system. In addition, under the terms of the DIP Credit Agreement, the Debtors are obligated to reimburse the lenders thereunder for the fees and expenses of their professionals.
The Debtors are making and will continue to make the required payments to such professionals, as described above, and believe they are current with regard to such payments.
Note 5. Liabilities Subject to Compromise
As a result of the Chapter 11 filings, the payment of Debtors’ pre-petition indebtedness is subject to compromise or other treatment under a plan of reorganization. SOP 90-7 requires that pre-petition liabilities subject to compromise be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. The amounts currently classified as liabilities subject to compromise represent Dana’s estimate of known or potential pre-petition claims to be addressed in connection with the Bankruptcy Cases. Such claims remain subject to future adjustments resulting from, among other things, negotiations with creditors, rejection of executory contracts and unexpired leases and orders of the Bankruptcy Court. The terms under which any allowed claims will be satisfied will be established at a later date in the Bankruptcy Cases.
The Debtors have obtained orders from the Bankruptcy Court designed to minimize disruptions of their business operations and to facilitate their reorganization. Such orders authorize the Debtors to pay or otherwise honor certain of their pre-petition obligations, subject to certain restrictions, including employee wages, salaries, certain benefits and other employee obligations; pre-petition claims of non-US vendors and certain suppliers that are critical to the Debtors’ continued operation; and certain customer programs and warranty claims. During the period reported herein, the Debtors paid certain of such pre-petition obligations.
Case Number: 06-10354 (BRL) (Jointly Administered)

12


 

DANA CORPORATION, ET AL.
NOTES TO MONTHLY OPERATING REPORT
The amount of liabilities subject to compromise reported herein was $4,295 at May 31, 2006. This amount includes intercompany balances with DCC of $336 (which includes a $288 note payable to DCC), which are not eliminated under this basis of presentation, whereas amounts payable to other non debtor subsidiaries are eliminated through the consolidation process.
Under the Bankruptcy Code, the Debtors have the right to assume or reject executory contracts and unexpired leases, subject to Bankruptcy Court approval and certain other conditions and limitations. In this context, “assuming” an executory contract or unexpired lease generally means that the Debtor will agree to perform its obligations and cure certain existing defaults under the contract or lease and “rejecting” it means that the Debtor will be relieved of its obligations to perform further under the contract or lease, which will give rise to an unsecured, pre-petition claim for damages for the breach thereof that will be classified as subject to compromise. In March and May 2006, the Bankruptcy Court authorized the Debtors to reject certain unexpired leases and subleases.
Pursuant to the Bankruptcy Code, schedules will be filed by each of the Debtors setting forth their assets and liabilities as of the Filing Date. Differences between the amounts recorded by the Debtors and the claims filed by their creditors will be investigated and resolved as part of the proceedings in the Bankruptcy Cases. The schedules have not yet been filed, and no bar date has been established for the filing of proofs of claim against the Debtors. Accordingly, the ultimate number and allowed amount of such claims can not presently be determined.
Note 6. Post-petition Accounts Payable
The Debtors believe that all undisputed post-petition accounts payable have been and are being paid under agreed payment terms. Furthermore, the Debtors intend to continue paying all undisputed post-petition obligations as they become due. See the accompanying “Cash Disbursements by Petitioning Entity” for post-petition disbursements in May 2006.
Case Number: 06-10354 (BRL) (Jointly Administered)

13


 

     
In re Dana Corporation, et al.
   
Case No. 06-10354 (BRL) Jointly Administered
   
Reporting Period: May 1, 2006 — May 31, 2006
   
Cash Disbursements by Petitioning Entity
   
                 
            (in thousands)
            May 2006
Petitioning Entities:   Case Number:   Disbursements
Dana Corporation
    06-10354     $ 533,299  
Dakota New York Corp
    06-10351        
Brake Systems, Inc.
    06-10355        
BWDAC, Inc.
    06-10357        
Coupled Products, Inc.
    06-10359        
Dana Atlantic, LLC
    06-10360       778  
Dana Automotive Aftermarket, Inc.
    06-10362        
Dana Brazil Holdings I, LLC
    06-10363        
Dana Brazil Holdings, LLC
    06-10364        
Dana Information Technology, LLC
    06-10365        
Dana International Finance, Inc.
    06-10366        
Dana International Holdings, Inc.
    06-10367        
Dana Risk Management Services, Inc.
    06-10368       293  
Dana Technology, Inc.
    06-10369        
Dana World Trade Corporation
    06-10370        
Dandorr L.L.C.
    06-10371        
Dorr Leasing Corporation
    06-10372        
DTF Trucking, Inc.
    06-10373        
Echlin-Ponce, Inc.
    06-10374        
EFMG, LLC
    06-10375        
EPE, Inc.
    06-10376        
ERS, LLC
    06-10377        
Flight Operations, Inc.
    06-10378        
Friction, Inc.
    06-10379        
Friction Materials, Inc.
    06-10380        
Glacier Vandervell, Inc.
    06-10381       462  
Hose & Tubing Products, Inc.
    06-10382        
Lipe Corporation
    06-10383        
Long Automotive, LLC
    06-10384        
Long Cooling, LLC
    06-10385        
Long USA, LLC
    06-10386        
Midland Brake, Inc.
    06-10387        
Prattville Mfg, Inc.
    06-10388        
Reinz Wisconsin Gasket, LLC
    06-10390       1  
Spicer Heavy Axle & Brake, Inc.
    06-10391        
Spicer Heavy Axle Holdings, Inc.
    06-10392        
Spicer Outdoor Power Equipment Components
    06-10393        
Torque-Traction Integration Technologies, LLC
    06-10394      
Torque-Traction Manufacturing Technologies, LLC
    06-10395       615  
Torque-Traction Technologies, LLC
    06-10396        
United Brake Systems, Inc.
    06-10397        
 
             
Total Cash Disbursements
          $ 535,448 (a)
 
(a)   Total disbursements may include certain payments made by the Debtors on behalf of non-debtors pursuant to their cash management order. Excluding such disbursements, the Debtors’ disbursements are well in excess of $300 million. Disbursements are actual cash disbursements incurred for the month.

14


 

     
In re Dana Corporation, et al.
   
Case No. 06-10354 (BRL) (Jointly Administered)
   
Reporting Period: May 1, 2006 — May 31, 2006
  (in thousands)
Schedule of Payroll Taxes Paid
   
                                 
                           
FEDERAL                           TOTALS
    Liabilities   Incurred or Withheld        
FIT   FICA-ER   FICA-EE   FUTA        
 
$8,280
  $ 5,105     $ 5,103             $ 18,488  
                                 
FEDERAL                    
    Deposits   Paid            
FIT   FICA-ER   FICA-EE   FUTA        
 
(8,280)
    (5,105 )     (5,103 )             (18,488 )
                                 
STATE                           TOTALS
    Liabilities   Incurred or Withheld        
SIT   SUI-ER   SUI-EE   SDI-EE        
 
2,381
                9       2,390  
                                 
STATE                    
    Deposits   Paid            
SIT   SUI-ER   SUI-EE         SDI-EE        
(1,770)
                    (9 )     (1,779 )
                                 
LOCAL                           TOTALS
    Liabilities   Incurred or Withheld        
CIT                                
508
                            508  
                                 
LOCAL                        
    Deposits   Paid                
CIT                                
(1)
                            (1 )

15


 

     
In re Dana Corporation, et al.
   
Case No. 06-10354 (BRL) (Jointly Administered)
   
Reporting Period: May 1, 2006 — May 31, 2006
   
Post-petition Sales, Use and Property Taxes Paid
  (in thousands)
                   
Tax Authority   State   Type of Tax   Taxes Paid    
Arizona Corporation Commission
  AZ   Annual Report       (A)
Arkansas Dept of Finance
  AR   Property     1    
Arkansas Secretary of State
  AR   Sales/use     50    
City of Stockton
  CA   Business License       (A)
DuPage County Collector
  IL   Real Property     35    
Florida Dept of Revenue
  FL   Sales/use     8    
Henderson County
  KY   Motor Vehicle       (A)
Illinois Department of Revenue
  IL   Sales/use     2    
Indiana Dept of Revenue
  IN   Sales/use     14    
Iowa Dept of Revenue
  IA   Sales/use     7    
Kentucky Dept of Revenue
  KY   Sales/use     59    
Kentucky State Treasurer
  KY   Sales/use audit     87    
Los Angeles County Treasurer
  CA   Property       (A)
Massachusetts Commonwealth
  MA   Annual Report       (A)
Michigan Dept of Labor
  MI   Annual Report       (A)
Michigan Dept of Treasury
  MI   Sales/use     30    
Mississippi Secretary of State
  MS   Annual Report       (A)
Missouri Dept of Revenue
  MO   Sales/use     15    
Muskegon County Treasurer
  MI   Miscellaneous       (A)
New Jersey Division of Revenue
  NJ   Annual Report       (A)
North Carolina Department of Revenue
  NC   Miscellaneous     5    
Ohio Dept of Job and Family Services
  OH   Miscellaneous       (A)
Ohio State Treasurer
  OH   Commercial Activity     91    
Ohio State Treasurer
  OH   Sales/use     83    
Pennsylvania Dept of Revenue
  PA   Sales/use     12    
South Carolina Department of Revenue
  SC   Sales/use     1    
State of Michigan
  MI   Miscellaneous     15    
Tennessee Department of Revenue
  TN   Sales/Use     36    
Virginia State Treasurer
  VA   Annual Report       (A)
Washington State Dept of Revenue
  WA   Excise     8    
Wisconsin Dept of Revenue
  WI   Sales/use       (A)
Worker Training Fund
  OH   Miscellaneous     19    
 
               
TOTAL
            578    
 
               
 
(A)   Payment was less than $1 thousand
The Debtors believe that a portion of these disbursements included payments for unpaid taxes incurred for pre-petition periods which the Debtors have the authority to pay under their first day orders

16