-----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, G1DBYT8SIYApBZt2tDaDS5IgsNzNd9TfgXB0N8zD9wHRidfLzwMLAuIEhw1DTys4 Xha0a0f5KpEzFkO6z6Z1Ng== 0000950152-07-004807.txt : 20070530 0000950152-07-004807.hdr.sgml : 20070530 20070530170242 ACCESSION NUMBER: 0000950152-07-004807 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070530 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070530 DATE AS OF CHANGE: 20070530 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: 07888161 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 l26372ae8vk.htm DANA CORPORATION 8-K Dana Corporation 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): May 30, 2007
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
Not Applicable
(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 7.01. Regulation FD Disclosure.
     On May 30, 2007, Dana Corporation (Dana) filed its unaudited Monthly Operating Report for the month ended April 30, 2007 with the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) (In re Dana Corporation, et al., Case No. 06-10354 (BRL)). A copy of this report is contained in the attached Exhibit 99.1.
     The Monthly Operating Report was prepared solely for the purpose of complying with the monthly reporting requirements of, and is in a format acceptable to, the Office of the United States Trustee, Southern District of New York, and it should not be relied upon for investment purposes. The Monthly Operating Report is limited in scope and covers a limited time period. The financial information that it contains is unaudited.
     The financial statements in the Monthly Operating Report are not prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The Monthly Operating Report presents condensed financial information of Dana and its debtor and non-debtor subsidiaries, with Dana Credit Corporation (DCC) accounted for on an equity basis, rather than on a consolidated basis as required by GAAP.
     Readers should not place undue reliance upon the financial information in the Monthly Operating Report, as there can be no assurance that such information is complete. The Monthly Operating Report may be subject to revision. The information in the Monthly Operating Report should not be viewed as indicative of future results.
     Additional information about Dana’s filing under the Bankruptcy Code, including access to court documents and other general information about the Chapter 11 cases, is available online at http://www.dana.com/reorganization.
     The Monthly Operating Report is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
     (d) Exhibits
 
Exhibit No.   Description
99.1
  Dana Corporation’s Monthly Operating Report for the Month of April 2007 (furnished but not filed)

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: May 30, 2007
  By: /s/ Kenneth A. Hiltz        
 
     
 
Kenneth A. Hiltz
   
 
      Chief Financial Officer    

3


 

Exhibit Index
Exhibit No.   Description
99.1
  Dana Corporation’s Monthly Operating Report for the Month of April 2007 (furnished but not filed).

4

EX-99.1 2 l26372aexv99w1.htm EX-99.1 EX-99.1
 

Exhibit 99.1
JONES DAY
222 East 41st Street
New York, New York 10017
Telephone: (212) 326-3939
Facsimile: (212) 755-7306
Corinne Ball (CB 8203)
Richard H. Engman (RE 7861)
JONES DAY
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Telephone: (216) 586-3939
Facsimile: (216) 579-0212
Heather Lennox (HL 3046)
Carl E. Black (CB 4803)
Ryan T. Routh (RR 1994)
JONES DAY
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309-3053
Telephone: (404) 521-3939
Facsimile: (404) 581-8330
Jeffrey B. Ellman (JE 5638)
Attorneys for Debtors and Debtors in Possession
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
         
 
       
 
  :    
In re
  :   Chapter 11
 
  :    
Dana Corporation, et al.,
  :   Case No. 06-10354 (BRL)
    :    
    :   (Jointly Administered)
                    Debtors.
  :    
 
  :    
 
       
MONTHLY OPERATING REPORT FOR DANA CORPORATION AND ITS AFFILIATED DEBTORS FOR THE MONTH OF APRIL 2007

 


 

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: April 1, 2007 — April 30, 2007
           
DEBTORS’ ADDRESS:   MONTHLY DISBURSEMENTS:  
  4500 Dorr Street   $457 million
         
  Toledo, OH 43615        
         
 
DEBTORS’ ATTORNEY:   MONTHLY NET LOSS:  
  Jones Day   $(170) 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
  May 30, 2007
 
   
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 unaudited and subject to revision.

-1-


 

In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: April 1, 2007 — April 30, 2007
         
Debtors:     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  

-2-


 

DANA CORPORATION, ET AL.
MONTHLY OPERATING REPORT
April 2007
Index
         
    Page  
Financial Statements
       
Condensed Statement of Operations with Dana Credit Corporation (DCC) on an Equity Basis (Unaudited) — Month of April 2007 and for the Four Months Ended April 30, 2007
    4  
Condensed Balance Sheet with DCC on an Equity Basis (Unaudited) — April 30, 2007
    5  
Condensed Statement of Cash Flows with DCC on an Equity Basis (Unaudited) — Month of April 2007 and for the Four Months Ended April 30, 2007
    6  
 
       
Notes to Monthly Operating Report
       
 
       
Note 1. Basis of Presentation
    7  
Note 2. Reorganization Proceedings
    9  
Note 3. Financing
    10  
Note 4. Liabilities Subject to Compromise
    12  
Note 5. Reorganization Items
    13  
Note 6. Post-petition Accounts Payable
    13  
 
       
Schedules
       
 
       
Schedule 1. Cash Disbursements by Debtors
    14  
Schedule 2. Payroll Taxes Paid
    15  
Schedule 3. Post-petition Sales, Use and Property Taxes Paid
    16  
Other Information
While Dana Corporation (Dana) continues its reorganization under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code), investments in Dana securities are highly speculative. Although shares of Dana common stock continue to trade on the OTC 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’s 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)

-3-


 

DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF OPERATIONS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
                 
    Month Ended     Year to Date  
    April 30, 2007     April 30, 2007  
    (in millions)  
Net sales
  $ 690     $ 2,835  
Costs and expenses
               
Cost of sales
    660       2,703  
Selling, general and administrative expenses
    25       121  
Realignment charges
    142       161  
Other income, net
    17       59  
 
           
Loss from operations
    (120 )     (91 )
Interest expense (contractual interest of $16 in April and $61 year to date)
    7       25  
Reorganization items, net
    12       49  
 
           
Loss before income taxes
    (139 )     (165 )
Income tax expense
    18       33  
Minority interest expense
    1       4  
Equity in earnings of affiliates
    1       9  
 
           
Loss from continuing operations
    (157 )     (193 )
Loss from discontinued operations
    (13 )     (69 )
 
           
Net loss
  $ (170 )   $ (262 )
 
           
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

-4-


 

DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED BALANCE SHEET
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
         
    April 30, 2007  
    (in millions)  
Assets
       
Current assets
       
Cash and cash equivalents
  $ 1,073  
Accounts receivable
       
Trade
    1,316  
Other
    288  
Inventories
    763  
Assets of discontinued operations
    211  
Other current assets
    146  
 
     
Total current assets
    3,797  
Investments and other assets
    1,002  
Investments in equity affiliates
    409  
Property, plant and equipment, net
    1,734  
 
     
Total assets
  $ 6,942  
 
     
 
       
Liabilities and Shareholders’ Deficit
       
Current liabilities
       
Debtor-in-posession financing
  $ 900  
Notes payable, including current portion of long-term debt
    95  
Accounts payable
    1,049  
Liabilities of discontinued operations
    136  
Other accrued liabilities
    766  
 
     
Total current liabilities
    2,946  
 
       
Liabilities subject to compromise
    4,341  
Deferred employee benefits and other noncurrent liabilities
    409  
Long-term debt
    14  
Minority interest in consolidated subsidiaries
    96  
 
     
Total liabilities
    7,806  
Shareholders’ deficit
    (864 )
 
     
Total liabilities and shareholders’ deficit
  $ 6,942  
 
     
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

-5-


 

DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF CASH FLOWS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
                 
    Month Ended     Year to Date  
    April 30, 2007     April 30, 2007  
    (in millions)     (in millions)  
Operating activities
               
Net loss
  $ (170 )   $ (262 )
Depreciation and amortization
    24       93  
Loss on sale of businesses
            14  
Non-cash portion of U.K. pension charge
    61       68  
Increase in working capital
    (28 )     (83 )
Unremitted equity in earnings of affiliates
    (1 )     (9 )
Other
    3     29  
 
           
Net cash flows used for operating activities
    (111 )     (150 )
 
           
 
               
Investing activities
               
Purchases of property, plant and equipment
    (11 )     (50 )
Proceeds from sale of assets
    3       306  
Other
    (4 )     (4 )
 
           
Net cash flows provided by (used for) investing activities
    (12 )     252  
 
           
 
               
Financing activities
               
Net change in short-term debt
    (1 )     66  
Proceeds from DIP Credit Agreement
            200  
 
           
Net cash flows provided by (used for) financing activities
    (1 )     266  
 
           
 
               
Net increase (decrease) in cash and cash equivalents
    (124 )     368  
Cash and cash equivalents — beginning of period
    1,197       705  
 
           
Cash and cash equivalents — end of period
  $ 1,073     $ 1,073  
 
           
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

-6-


 

DANA CORPORATION, ET AL.
DEBTOR IN POSSESSION
NOTES TO MONTHLY OPERATING REPORT
(Dollars in millions)
Note 1. Basis of Presentation
General
     Dana and its consolidated subsidiaries are a leading supplier of axle, driveshaft, engine, structural, 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.
     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 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 administered jointly under Case Number 06-10354 (BRL) and are collectively referred to 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. Neither DCC and its subsidiaries nor any of Dana’s non-U.S. subsidiaries are Debtors. See Note 2 for more information about the reorganization proceedings.
     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 Office of the United States Trustee for the Southern District of New York (the U.S. Trustee) and to the lenders under the DIP Credit Agreement which is discussed in Note 3. 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.
Case Number: 06-10354 (BRL) (Jointly Administered)

-7-


 

Accounting Requirements
     The condensed financial statements herein have been prepared in accordance with the guidance in 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. SOP 90-7 generally does not change the manner in which financial statements are prepared. However, it 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.
Financial Statements Presented
     The unaudited condensed financial statements and supplemental information contained herein present the condensed financial information of Dana and its Debtor and non-Debtor subsidiaries with DCC accounted for on an equity basis. Accordingly, intercompany transactions with DCC have not been eliminated in these financial statements and are presented as intercompany 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 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 and its consolidated subsidiaries prepared in conformity with GAAP and the notes thereto, see Dana’s Annual Report on Form 10-K for the year ended December 31, 2006 (the 2006 Form 10-K) and Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, which have been filed with the U.S. Securities and Exchange Commission.
     The condensed statements of operations and cash flows presented herein are for the month and the four months ended April 30, 2007. “Schedule 1. Cash Disbursements by Debtors” contains further information regarding cash disbursements made by each of the Debtors during the post-petition period of April 1, 2007 to April 30, 2007.
     The condensed financial statements presented herein with DCC accounted for on an equity basis have been derived from Dana’s internal books and records. They include normal recurring adjustments and adjustments that are consistent with those made for financial statements prepared in accordance with GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.
     The financial information used in the preparation of this report was not subjected to the procedures customarily applied in the preparation of Dana’s quarterly or annual financial information prepared in accordance with GAAP. Accordingly, the financial information herein is subject to change and any such change could be material. The results of operations in this report are not necessarily indicative of results which may be expected for any other period or the full year and may not be representative of Dana’s consolidated results of operations, financial position and cash flows in the future.
Case Number: 06-10354 (BRL) (Jointly Administered)

-8-


 

Note 2. Reorganization Proceedings
     The Debtors are managing their businesses 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.
     Official committees of the Debtors’ unsecured creditors and retirees not represented by unions have been appointed in the Bankruptcy Cases and, in accordance with the provisions of the Bankruptcy Code, have the right to be heard on all matters that come before the Bankruptcy Court. The Debtors are required to bear certain of the committees’ costs and expenses, including those of their counsel and other professional advisors. An official committee of Dana’s equity security holders was appointed and subsequently disbanded.
     The Debtors have received approval from the Bankruptcy Court 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; claims of foreign vendors and certain suppliers that are critical to the Debtors’ continued operation; and certain customer program and warranty claims.
     Under the Bankruptcy Code, the Debtors have the right to assume or reject executory contracts (i.e., contracts that are to be performed by both contract parties after the Filing Date) and unexpired leases, subject to Bankruptcy Court approval and other limitations. In this context, “assuming” executory contracts or unexpired leases generally means that the Debtors will agree to perform their obligations and cure certain existing defaults under the contracts or leases and “rejecting” them means that the Debtors will be relieved of their obligations to perform further under the contracts or leases, which may give rise to an unsecured pre-petition claim for damages for the breach thereof. Since the Filing Date, the Bankruptcy Court has authorized the Debtors to assume or reject certain unexpired leases and executory contracts.
     The Debtors filed their initial schedules of assets and liabilities existing on the Filing Date with the Bankruptcy Court in June 2006 and amendments to certain of these schedules in July and November 2006. The Bankruptcy Court set September 21, 2006 as the general bar date (the date by which most entities that wished to assert a pre-petition claim against a Debtor had to file a proof of claim in writing). Asbestos-related personal injury and wrongful death claimants were not required to file proofs of claim by the bar date, and such claims will be addressed as part of the Chapter 11 proceedings. The Debtors are now in the process of evaluating, investigating and reconciling the claims that were submitted. The Debtors have objected to multiple claims and expect to file additional claim objections with the Bankruptcy Court. Pre-petition claims are recorded as liabilities subject to compromise. Amounts and payment terms for these claims, if applicable, will be established in connection with the Bankruptcy Cases. See Note 4 for more information about liabilities subject to compromise.
Case Number: 06-10354 (BRL) (Jointly Administered)

-9-


 

     In August 2006, the Bankruptcy Court entered an order establishing procedures for trading in claims and equity securities which is designed to protect the Debtors’ potentially valuable tax attributes (such as net operating loss carryforwards). Under the order, holders or acquirers of 4.75% or more of Dana stock are subject to certain notice and consent procedures prior to acquiring or disposing of Dana common shares. Holders of claims against the Debtors that would entitle them to more than 4.75% of the common shares of reorganized Dana under a confirmed plan of reorganization utilizing the tax benefits provided under Section 382(l)(5) of the Internal Revenue Code may be subject to a requirement to sell down the excess claims if necessary to implement such a plan of reorganization.
     The Debtors have the exclusive right to file a plan of reorganization in the Bankruptcy Cases until September 3, 2007.
Taxes
     Income taxes are accounted for in accordance with Statement of Financial Accounting Standards 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 a history of losses in the U.S. and near-term prospects for continued losses, Dana established a 100% valuation allowance against its U.S. federal deferred tax assets in 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 before and after the Filing Date. See “Schedule 2. Payroll Taxes Paid” and “Schedule 3. Post-petition Sales, Use and Property Taxes Paid” for information regarding taxes paid. The Debtors believe that all tax returns are being prepared and filed when 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 includes amounts relating to debt subject to compromise which is no longer recognized in the statement of operations in accordance with SOP 90-7. The contractual interest that was not recognized was $9 for the month of April 2007 and $36 for the four months ended April 30, 2007.
Note 3. Financing
DIP Credit Agreement
     Dana, as borrower, and its Debtor U.S. subsidiaries, as guarantors, are parties to a Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the DIP Credit Agreement) with Citicorp North America, Inc., as agent, initial lender and an issuing bank, and with Bank of America, N.A. and JPMorgan Chase Bank, N.A., as initial lenders and issuing banks. The DIP Credit Agreement, as amended, has been approved by the Bankruptcy Court. The aggregate amount of the facility is presently $1,550, including a $650 revolving credit facility (of which $400 is available for the issuance of letters of credit) and a $900 term loan facility. For a discussion of the terms of the DIP Credit Agreement, see Note 10 to the consolidated financial statements in Item 8 of the 2006 Form 10-K.
Case Number: 06-10354 (BRL) (Jointly Administered)

-10-


 

     In January 2007, Dana borrowed an additional $200 under the term loan facility. Based on its borrowing base collateral, Dana had availability under the DIP Credit Agreement at April 30, 2007 of $200 after deducting the $100 minimum availability requirement and $288 for outstanding letters of credit.
     The DIP Credit Agreement requires Dana and its direct and indirect subsidiaries, on a consolidated basis, to maintain as of the last day of each calendar month, a rolling 12-month cumulative EBITDAR beginning on March 31, 2007 and ending on February 28, 2008, at levels set forth therein. The EBITDAR requirement in the DIP Credit Agreement for the period from May 1, 2006 to April 30, 2007 was $175 and the actual EBITDAR for that period was $297. EBITDAR for the first four months of 2007 was calculated as follows:
EBITDAR Calculation
                 
    For the     For the  
    Month Ended     Four Months Ended  
    April 30, 2007     April 30, 2007  
    (in millions)     (in millions)  
Net loss
  $ (170 )   $ (262 )
Plus -
               
Interest expense
    7       25  
Income tax expense
    18       33  
Depreciation and amortization expense
    24       93  
Realignment charges
    142       161  
Reorganization items, net
    12       49  
Loss from discontinued operations
    13       69  
Minority interest
    1       4  
 
               
Less -
               
Equity in income of affiliates
    1       9  
Non-recurring items
    11       28  
Interest income
    3       11  
 
           
EBITDAR
  $ 32     $ 124  
 
           
     In April 2007, certain of Dana’s U.K. subsidiaries were released from any continuing obligations to four U.K. defined benefit pension plans in return for a cash payment of $93 and the transfer of a 33% equity interest in Dana’s remaining U.K. axle and driveshaft operating businesses for the benefit of the pension holders. As a result of this pension settlement, realignment charges in the above table includes $137 for April and $144 for the first four months of 2007 and loss from discontinued operations includes $17 for both periods.
Case Number: 06-10354 (BRL) (Jointly Administered)

-11-


 

Canadian Credit Agreement
     In June 2006, Dana Canada Corporation (Dana Canada), as borrower, and certain of its Canadian affiliates, as guarantors, entered into a Credit Agreement (the Canadian Credit Agreement) with Citibank Canada as agent, initial lender and an issuing bank, and with JPMorgan Chase Bank, N.A., Toronto Branch and Bank of America, N.A., Canada Branch, as initial lenders and issuing banks. The Canadian Credit Agreement provides a $100 revolving credit facility, of which $5 is available for the issuance of letters of credit. At April 30, 2007, based on Dana Canada’s borrowing base collateral, it had availability of $59 after deducting the $20 minimum availability requirement and $2 for currently outstanding letters of credit. Dana Canada had no borrowings under this agreement at April 30, 2007.
European Receivables Loan Facility
     In March 2007, certain of Dana’s European subsidiaries received a commitment from GE Leveraged Loans Limited for the establishment of a five-year accounts receivable securitization program, providing up to the euro equivalent of $225 in available financing. Under the financing program, certain of Dana’s European subsidiaries will sell accounts receivable to Dana Europe Financing (Ireland) Limited, a limited liability company incorporated under the laws of Ireland (an Irish special purpose entity). This entity, as borrower, will pledge those receivables as collateral for short-term loans from GE Leveraged Loans Limited, as administrative agent, and other participating lenders. The accounts receivable purchased by the Irish special purpose entity will be included in our consolidated financial statements because the Irish special purpose entity does not meet certain accounting requirements for treatment as a “qualifying special purpose entity” under GAAP.
Note 4. Liabilities Subject to Compromise
     As a result of the Chapter 11 filings, the 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 as claims, 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 and include the liabilities subject to compromise of discontinued operations. 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 pre-petition claims will be satisfied will be established by order of the Bankruptcy Court, including any order confirming a plan or plans of reorganization in the Bankruptcy Cases.
     The amount of liabilities subject to compromise reported herein was $4,341 at April 30, 2007. This amount includes an intercompany payable to DCC of $325 which is not eliminated under this basis of presentation. In addition, substantially all of the Debtors’ pre-petition debt is in default due to the bankruptcy filing, and Debtors’ pre-petition debt of $1,585 is also included in liabilities subject to compromise. At the Filing date, in accordance with SOP 90-7, Dana discontinued recording interest expense on debt classified as liabilities subject to compromise. Contractual interest on all debt, including the portion classified as liabilities subject to compromise, amounted to $16 and $61 for the one month and four months ended April 30, 2007.
Case Number: 06-10354 (BRL) (Jointly Administered)

-12-


 

Note 5. 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 adjust the carrying value of certain pre-petition liabilities to their estimated allowable claim amounts, be reported separately. The Debtors’ reorganization expense items for the month of April 2007 consisted of professional fees partially offset by interest income.
     Pursuant to orders of the Bankruptcy Court, professionals retained by the Debtors and by the official statutory committees 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 the Bankruptcy Code and 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’ non-Debtor subsidiaries and are being paid for such services by the non-Debtor subsidiaries. With respect to the Debtors’ foreign non-Debtor subsidiaries, payments for services to these entities in U.S. dollars are being made by the Debtors and reimbursed by the foreign non-Debtor 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 for the fees and expenses of their professionals. The Debtors are making the required payments to such professionals, as described above, and believe they are current with regard to such payments.
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 and the Debtors intend to continue paying all undisputed post-petition obligations as they become due. See “Schedule 1. Cash Disbursements by Debtors” for post-petition disbursements in April 2007.
Case Number: 06-10354 (BRL) (Jointly Administered)

-13-


 

     
In re Dana Corporation, et al.
   
Case No. 06-10354 (BRL) (Jointly Administered)
  Schedule 1
Reporting Period: April 1, 2007 — April 30, 2007
   
Cash Disbursements by Debtors
   
(Dollars in 000s)
   
                 
            April, 2007  
Petitioning Entities:   Case Number:     Disbursements  
Dana Corporation
  06-10354     $ 456,851  
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       2  
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       345  
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       10  
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       120  
Torque-Traction Technologies, LLC
  06-10396          
United Brake Systems, Inc.
  06-10397          
 
             
Total Cash Disbursements
          $ 457,328 (a)
 
             
 
(a) Total disbursements may include certain payments made by the Debtors on behalf of non-Debtors pursuant to their cash management order. Disbursements are actual cash disbursements incurred for the month.

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In re Dana Corporation, et al.
  Schedule 2
Case No. 06-10354 (BRL) (Jointly Administered)
   
Reporting Period: April 1, 2007 — April 30, 2007
   
Payroll Taxes Paid
   
(Dollars in 000s)
                                     
FEDERAL                             TOTALS  
Liabilities incurred or withheld          
FIT     FICA-ER     FICA-EE     FUTA          
$ 6,248     $ 3,733     $ 3,733     $ 890     $ 14,604  
                                     
Deposits released and pending          
FIT     FICA-ER     FICA-EE     FUTA          
$ (6,248 )   $ (3,733 )   $ (3,733 )   $ (890 )   $ (14,604 )
 


                                     
STATE                             TOTALS  
Liabilities incurred or withheld          
SIT     SUI-ER     SUI-EE     SDI-EE          
$ 1,700     $ 7,250     $       $       $ 8,950  
                                     
Deposits released and pending          
SIT     SUI-ER     SUI-EE     SDI-EE          
$ (1,700 )   $ (7,250 )   $       $       $ (8,950 )
 


                                     
LOCAL                             TOTALS  
Liabilities incurred or withheld          
CIT                                  
$ 412                             $ 412  
                                     
Deposits released and pending          
CIT                                  
$ (412 )                           $ (412 )

-15-


 

     
In re Dana Corporation, et al.
  Schedule 3
Reporting Period: April 1, 2007 — April 30, 2007
   
Case No. 06-10354 (BRL) (Jointly Administered)
   
Post-petition Sales, Use and Property Taxes Paid
   
                 
(Dollars in 000s)              
Tax Authority   State   Type of Tax   Taxes Paid  
 
Arkansas Secretary of State
  AR   Franchise   $ 1  
Boone County
  KY   Business license     (A )
City of Auburn Hills
  MI   Property     23  
City of Fulton
  KY   Property     (A )
City of Rochester Hills
  MI   Property     46  
Commonwealth of Pennsylvania
  PA   Franchise     1  
Delaware Secretary of State
  DE   Miscellaneous     (A )
Desoto County Collector
  MS   Property     120  
Florida Dept of Revenue
  FL   Sales/use     14  
Florida Secretary of State
  FL   Annual Report     (A )
Illinois Dept of Revenue
  IL   Sales/use     6  
Illinois Dept of Revenue
  IL   Sales/use audit     19  
Indiana Dept of Revenue
  IN   Sales/use     18  
Indiana Secretary of State
  IN   Annual Report     (A )
Indiana Secretary of State
  IN   Miscellaneous     (A )
Iowa Dept of Revenue
  IA   Sales/use     2  
Kansas Franchise Tax
  KS   Franchise     1  
Kansas Secretary of State
  KS   Annual Report     (A )
Kentucky Dept of Revenue
  KY   Franchise     (A )
Kentucky Dept of Revenue
  KY   Sales/use     72  
Kershaw County Treasurer
  SC   Property     62  
Louisiana Dept of Revenue
  LA   Franchise     75  
Lucas County Auditor
  OH   Property     (A )
Michigan Dept of Treasury
  MI   Sales/use     21  
Mississippi Secretary of State
  MS   Annual Report     (A )
Missouri Dept of Revenue
  MO   Sales/use     10  
Missouri Director of Revenue
  MO   Franchise     9  
Missouri Secretary of State
  MO   Annual Report     (A )
New Jersey Corporation Tax
  NJ   Annual Report     (A )
New Jersey Corporation Tax
  NJ   Franchise     1  
Noble County Treasurer
  IN   Property     16  
Oakland County Treasurer
  MI   Property     6  
Ohio State Treasurer
  OH   Miscellaneous     1  
Ohio State Treasurer
  OH   Sales/use     142  
Oklahoma Tax Commission
  OK   Miscellaneous     5  
Pennsylvania Dept of Revenue
  PA   Sales/use     1  
Pennsylvania Dept of Revenue
  PA   Franchise     4  
Pottstown Tax Collector
  PA   Property     31  
School District Tax
  OH   Miscellaneous     (A )
Smith County Trustee
  TN   Property     29  
South Carolina Dept of Revenue
  SC   Sales/use     1  
State of Michigan
  MI   Miscellaneous     1  
State of Michigan
  MI   Income     12  
State of New Jersey
  NJ   Franchise     2  
Tennessee Dept of Revenue
  TN   Franchise     (A )
Tennessee Dept of Revenue
  TN   Sales/use     32  
Tennessee Secretary of State
  TN   Annual Report     (A )
Texas Comptroller
  TX   Sales/use     4  
Toledo City Treasurer
  OH   Miscellaneous     (A )
United States Treasury
      Miscellaneous     9  
Virginia Dept of Taxation
  VA   Sales/use     (A )
Washington State Dept of Revenue
  WA   Excise     4  
Wisconsin Dept of Revenue
  WI   Sales/use     1  
 
             
 
          $ 796  
 
             
 
(A)-payment was less than one thousand dollars

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