EX-99.1 2 l27783aexv99w1.htm EX-99.1 EX-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
 
      :
 
      : Case No. 06-10354 (BRL)
 
      :
Dana Corporation, et al.,
      : (Jointly Administered)
 
  Debtors.   :
 
      :
 
   
MONTHLY OPERATING REPORT FOR DANA CORPORATION
AND ITS AFFILIATED DEBTORS FOR THE MONTH OF JULY 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: July 1, 2007 — July 31, 2007
                 
DEBTORS’ ADDRESS:       MONTHLY DISBURSEMENTS:    
 
  4500 Dorr Street       $ 430 million    
 
  Toledo, OH 43615            
 
               
DEBTORS’ ATTORNEY:       MONTHLY NET PROFIT:    
 
  Jones Day       $ 11 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       August 31, 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.

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In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: July 1, 2007 — July 31, 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, LLC.
    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  

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DANA CORPORATION, ET AL.
MONTHLY OPERATING REPORT
July 2007
Index
         
    Page  
Financial Statements
       
Condensed Statement of Operations with Dana Credit Corporation (DCC) on an Equity Basis (Unaudited) — Month and Seven Months Ended July 31, 2007
    4  
Condensed Balance Sheet with DCC on an Equity Basis (Unaudited) — July 31, 2007
    5  
Condensed Statement of Cash Flows with DCC on an Equity Basis (Unaudited) — Month and Seven Months Ended July 31, 2007
    6  
 
       
Notes to Monthly Operating Report
       
 
       
Note 1. Basis of Presentation
    7  
Note 2. Reorganization Proceedings
    9  
Note 3. Financing
    11  
Note 4. Liabilities Subject to Compromise
    13  
Note 5. Reorganization Items
    14  
Note 6. Post-petition Accounts Payable
    14  
 
       
Schedules
       
 
       
Schedule 1. Cash Disbursements by Debtors
    15  
Schedule 2. Payroll Taxes Paid
    16  
Schedule 3. Post-petition Sales, Use and Property Taxes Paid
    17  
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 opportunity for any recovery by holders under a confirmed plan of reorganization is uncertain and Dana’s shares may be cancelled without any compensation pursuant to such plan.
Case Number: 06-10354 (BRL) (Jointly Administered)

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DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF OPERATIONS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
                 
    Month Ended     Year to Date  
    July 31, 2007     July 31, 2007  
    (in millions)     (in millions)  
 
               
Net sales
  $ 659     $ 5,093  
Costs and expenses
               
Cost of sales
    629       4,815  
Selling, general and administrative expenses
    27       209  
Realignment charges
    4       157  
Other income, net
    12       71  
 
           
Income (loss) from operations
    11       (17 )
Interest expense (contractual interest of $18 in July and $112 year to date)
    9       49  
Reorganization items, net
    12       87  
 
           
Loss before income taxes
    (10 )     (153 )
Income tax expense
    6       23  
Minority interest expense
    2       8  
Equity in earnings of affiliates
    1       26  
 
           
Loss from continuing operations
    (17 )     (158 )
Income (loss) from discontinued operations
    28       (56 )
 
           
Net income (loss)
  $ 11     $ (214 )
 
           
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

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DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED BALANCE SHEET
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
         
    July 31, 2007  
    (in millions)  
Assets
       
Current assets
       
Cash and cash equivalents
  $ 1,078  
Accounts receivable
       
Trade
    1,264  
Other
    317  
Inventories
    825  
Assets of discontinued operations
    101  
Other current assets
    141  
 
     
Total current assets
    3,726  
Investments in equity affiliates
    435  
Property, plant and equipment, net
    1,730  
Other noncurrent assets
    1,000  
 
     
Total assets
  $ 6,891  
 
     
 
       
Liabilities and Shareholders’ Deficit
       
Current liabilities
       
Debtor-in-possession financing
  $ 900  
Notes payable, including current portion of long-term debt
    39  
Accounts payable
    1,069  
Liabilities of discontinued operations
    45  
Other accrued liabilities
    832  
 
     
Total current liabilities
    2,885  
 
       
Liabilities subject to compromise
    3,971  
Other noncurrent liabilities
    473  
Long-term debt
    13  
Minority interest in consolidated subsidiaries
    93  
 
     
Total liabilities
    7,435  
Shareholders’ deficit
    (544 )
 
     
Total liabilities and shareholders’ deficit
  $ 6,891  
 
     
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

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DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF CASH FLOWS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
                 
    Month Ended     Year to Date  
    July 31, 2007     July 31, 2007  
    (in millions)     (in millions)  
Operating activities
               
Net income (loss)
  $ 11     $ (214 )
Depreciation and amortization
    23       161  
Loss (gain) on sale of businesses
    (39 )     (15 )
Non-cash portion of U.K. pension charge
            60  
Decrease (increase) in working capital
    31       (28 )
Unremitted equity in earnings of affiliates
    (1 )     (26 )
Other
    (1 )     (32 )
 
           
Net cash flows provided by (used for) operating activities
    24       (94 )
 
           
 
               
Investing activities
               
Purchases of property, plant and equipment
    (15 )     (109 )
Proceeds from sale of assets
    64       372  
Other
    3       (5 )
 
           
Net cash flows provided by investing activities
    52       258  
 
           
 
               
Financing activities
               
Net change in short-term debt
    1       9  
Proceeds from DIP Credit Agreement
            200  
 
           
Net cash flows provided by financing activities
    1       209  
 
           
 
               
Net increase in cash and cash equivalents
    77       373  
Cash and cash equivalents — beginning of period
    1,001       705  
 
           
Cash and cash equivalents — end of period
  $ 1,078     $ 1,078  
 
           
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

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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 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)

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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 Reports on Form 10-Q for the quarters ended March 31 and June 30, 2007, which have been filed with the U.S. Securities and Exchange Commission.
     The condensed statement of operations and cash flows presented herein are for the month and the seven months ended July 31, 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 July 1, 2007 to July 31, 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 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)

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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 also 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 unsecured pre-petition claims 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, but a significant number of contracts and leases have not yet been assumed or rejected.
     The Debtors have filed schedules of assets and liabilities existing on the Filing Date, including certain amendments to the initial schedules, with the Bankruptcy Court. 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). Among other categories, asbestos-related personal injury 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 thousands of claims to date 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.
     The Bankruptcy Court has 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
Case Number: 06-10354 (BRL) (Jointly Administered)

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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 plan support agreement discussed below contemplates a plan of reorganization utilizing tax benefits under Section 382(l)(6) of the Internal Revenue Code.
     The Bankruptcy Court has also authorized the Debtors to enter into (i) settlement agreements with their two largest U.S. unions providing terms for settling all outstanding issues with these unions related to the Bankruptcy Cases; (ii) a plan support agreement setting out the terms under which these unions, Centerbridge Capital Partners, L.P. (Centerbridge), and certain unsecured creditors will support the Debtors’ plan of reorganization; and (iii) an investment agreement providing for Centerbridge to purchase $250 in Series A convertible preferred shares of reorganized Dana, with qualified creditors of the Debtors having an opportunity to purchase $500 in Series B convertible preferred shares, and Centerbridge to purchase up to $250 of the Series B preferred shares that are not purchased by the qualified creditors. Pursuant to these agreements, the Debtors have agreed to file a plan of reorganization with the Bankruptcy Court that incorporates the union settlement agreements and these equity investment commitments (or an alternative proposal acceptable to the unions) by September 3, 2007, the deadline for the Debtors’ exclusive period to file a plan of reorganization. If they fail to do so, Centerbridge may terminate the investment agreement and the unions may, under some circumstances, terminate the union settlement agreements or their collective bargaining agreements. In addition, if the Debtors’ plan of reorganization does not become effective by February 28, 2008, the individual supporting creditors may withdraw their support and if it does not become effective by May 1, 2008, the plan support agreement will expire.
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.
Case Number: 06-10354 (BRL) (Jointly Administered)

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     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 “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 July 2007 and $63 for the seven months ended July 31, 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.
     In January 2007, Dana borrowed $200 under the term loan facility bringing the total borrowed under the facility to $900. Based on its borrowing base collateral, Dana had availability under the DIP Credit Agreement at July 31, 2007 of $183 after deducting the $100 minimum availability requirement and $240 for outstanding letters of credit.
     The DIP Credit Agreement currently requires Dana and its consolidated subsidiaries to maintain a rolling 12-month cumulative EBITDAR (earnings before interest, taxes, depreciation, amortization, restructuring and reorganization charges and other items, as defined in the agreement) at specified levels as of the last day of each calendar month. The EBITDAR requirement for the period ended July 31, 2007 was $185 and actual EBITDAR for that period was $350, calculated as follows:
Case Number: 06-10354 (BRL) (Jointly Administered)

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EBITDAR Calculation
                 
    August 1, 2006 to     Year to Date  
    July 31, 2007     July 31, 2007  
    (in millions)     (in millions)  
 
               
Net loss
  $ (756 )   $ (214 )
Plus —
               
Interest expense
    74       49  
Income tax expense
    94       23  
Depreciation and amortization expense
    277       161  
Asset impairment
    64          
Goodwill impairment
    46          
Realignment charges
    240       157  
Reorganization items, net
    115       87  
Loss from discontinued operations
    147       56  
Minority interest
    12       8  
Less —
               
Equity in earnings (loss) of affiliates
    (89 )     26  
Non-recurring items
    17       16  
Interest income
    35       22  
 
 
           
EBITDAR
  $ 350     $ 263  
 
           
     In April 2007, certain of Dana’s U.K. subsidiaries settled their continuing pension plan obligations through 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 plan participants. As a result of this pension settlement, realignment charges in the above table include $136 for the first seven months of 2007 and loss from discontinued operations includes $17 for the same period.
     In June 2007 realignment charges included a credit of $17 for modifications of Dana’s manufacturing footprint optimization plans. See Note 6 to the consolidated financial statements in Item 1 of Part I of Dana’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
     For Annual Incentive Payment (AIP) purposes, certain items included in the above definition of EBITDAR are excluded. As such, the year to date EBITDAR for AIP purposes as of July 31, 2007 is $256.
Case Number: 06-10354 (BRL) (Jointly Administered)

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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 July 31, 2007, based on Dana Canada’s borrowing base collateral, it had availability of $63 after deducting the $20 minimum availability requirement and $2 for currently outstanding letters of credit. Dana Canada had no borrowings under this agreement at July 31, 2007.
European Receivables Loan Facility
     In July 2007, certain of Dana’s non-Debtor European subsidiaries entered into definitive agreements to establish a five-year accounts receivable securitization facility under which the euro equivalent of approximately $225 in financing will be available to them. Under the agreements, these subsidiaries will, directly or indirectly, sell certain receivables to a special purpose limited liability company incorporated in Ireland, which will pay for the receivables with the proceeds of (i) loans from GE Leveraged Loans Limited (GE) and other lenders and (ii) subordinated loans from another Dana subsidiary. The purchased accounts receivable will be included in Dana’s consolidated financial statements (because the special purpose company does not meet certain accounting requirements for treatment as a “qualifying special purpose entity” under GAAP and the sellers will retain control of the assets that secure the loans), as will the loans to the special purpose company from GE and the participating lenders. The sales of the accounts receivable and the subordinated loans will be eliminated in consolidation. The proceeds from the sales of the transferred receivables will principally be reinvested in Dana’s European businesses, including the repayment of intercompany debt.
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 ultimately be settled for different 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.
Case Number: 06-10354 (BRL) (Jointly Administered)

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     The amount of liabilities subject to compromise reported herein was $3,971 at July 31, 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 $18 and $112 for the one month and seven months ended July 31, 2007.
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 July 2007 consisted of professional fees and contract rejection damages, 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 July 2007.
Case Number: 06-10354 (BRL) (Jointly Administered)

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In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: July 1, 2007 — July 31, 2007
Cash Disbursements by Debtors

(Dollars in 000s)
  Schedule 1
             
        July 2007  
Petitioning Entities:   Case Number:   Disbursements  
 
Dana Corporation
  06-10354   $ 430,075  
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     303  
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     1  
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     5  
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     110  
Torque-Traction Technologies, LLC
  06-10396        
United Brake Systems, Inc.
  06-10397        
 
       
Total Cash Disbursements
      $ 430,494 (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.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: July 1, 2007 — July 31, 2007
Payroll Taxes Paid
  Schedule 2
(Dollars in 000s)
                                 
 
FEDERAL                           TOTALS
 
Liabilities incurred or withheld        
FIT   FICA-ER   FICA-EE   FUTA        
$5,209
  $ 3,216     $ 3,216     $  —     $ 11,641  
 
Deposits released and pending      
FIT   FICA-ER   FICA-EE   FUTA      
$(5,209)
  $ (3,216 )   $ (3,216 )   $  —     $ (11,641 )
 
                           
 
 
 
STATE                           TOTALS
Liabilities incurred or withheld        
SIT   SUI-ER   SUI-EE   SDI-EE        
$1,448
  $  —     $ 6     $  —     $ 1,454  
 
Deposits released and pending        
SIT   SUI-ER   SUI-EE   SDI-EE        
$(1,448)
  $  —     $ (6 )   $  —     $ (1,454 )
 
                               
 
 
 
LOCAL                           TOTALS
Liabilities incurred or withheld        
CIT                    
$356
                    $ 356  
 
Deposits released and pending        
CIT                    
$(356)
                    $ (356 )
 
                               
 

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In re Dana Corporation, et al.
Reporting Period: July 1, 2007 — July 31, 2007
Case No. 06-10354 (BRL) (Jointly Administered)
Post-petition Sales, Use and Property Taxes Paid
  Schedule 3
                 
(Dollars in 000s)              
Tax Authority   State   Type of Tax   Taxes Paid  
 
Boyle County Tax Administrator
  KY   Miscellaneous     (A )
City of Auburn Hills
  MI   Property     (A )
City of Bristol
  VA   Property     1  
Florida Dept of Revenue
  FL   Sales/use     5  
Fulton County Auditor
  OH   Property     33  
Fulton County Treasurer
  OH   Property     22  
Illinois Dept of Revenue
  IL   Sales/use     2  
Illinois Secretary of State
  IL   Annual Report     4  
Indiana Dept of Revenue
  IN   Sales/use     17  
Kentucky Dept of Revenue
  KY   Sales/use     69  
Kentucky State Treasurer
  KY   Miscellaneous     3  
Michigan Dept of Treasury
  MI   Sales/use     13  
Missouri Dept of Revenue
  MO   Sales/use     11  
Ohio Dept of Job & Family Services
  OH   Miscellaneous     (A )
Ohio State Treasurer
  OH   Sales/use     81  
Pennsylvania Dept of Revenue
  PA   Sales/use     1  
San Joaquin County
  CA   Property     205  
South Carolina Dept of Revenue
  SC   Sales/use     1  
Tennessee Dept of Revenue
  TN   Sales/use     25  
Texas Comptroller
  TX   Sales/use     4  
Wisconsin Dept of Revenue
  WI   Sales/use     1  
 
             
 
 
          $ 499  
 
             
 
(A) — amount less than one thousand dollars

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