-----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, QoyqrRhxBsopYrx7BCDDvHjFw/i8Cj278A9f37Dti0w1rqPKXFuq1k22GV4QYA9A ASUNtCOrKfNl59hZ2LpaHw== 0000950152-07-008767.txt : 20071108 0000950152-07-008767.hdr.sgml : 20071108 20071108173027 ACCESSION NUMBER: 0000950152-07-008767 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071108 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071108 DATE AS OF CHANGE: 20071108 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: 071227145 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 l28646ae8vk.htm DANA CORPORATION 8-K Dana Corporation 8-K
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 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))
 
 

 


TABLE OF CONTENTS

Item 7.01. Regulation FD Disclosure
Item 9.01. Financial Statements and Exhibits
Signatures
Exhibit Index
EX-99.1


Table of Contents

Item 7.01. Regulation FD Disclosure.
          On November 8, 2007, Dana Corporation (Dana) filed its unaudited Monthly Operating Report for the month ended September 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 September 2007 (furnished but not filed)

2


Table of Contents

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: November 8, 2007
  By:    /s/ Kenneth A. Hiltz    
 
           
 
      Kenneth A. Hiltz
Chief Financial Officer
   

3


Table of Contents

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

4

EX-99.1 2 l28646aexv99w1.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 SEPTEMBER 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: September 1, 2007 — September 30, 2007
                 
DEBTORS’ ADDRESS:       MONTHLY DISBURSEMENTS:    
 
 
  4500 Dorr Street       $ 384 million    
                 
 
  Toledo, OH 43615          
                 
                 
 
               
DEBTORS’ ATTORNEY:       MONTHLY NET PROFIT:    
 
 
  Jones Day       $ 23 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       November 8, 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.
Reporting Period: September 1, 2007 - September 30, 2007
         
Debtors:   Case Number:
Dana Corporation
    06-10354  
Dakota New York Corp
    06-10351  
Brake Systems, Inc.
    06-10355  
BWDAC, Inc.
    06-10357  
CP Products, Inc. (f/k/a 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  
Case Number: 06-10354 (BRL) (Jointly Administered)

- 2 -


 

DANA CORPORATION, ET AL.
MONTHLY OPERATING REPORT
September 2007
Index
         
    Page  
Financial Statements
       
Condensed Statement of Operations with Dana Credit Corporation (DCC) on an Equity Basis (Unaudited) — Month and Nine Months Ended September 30, 2007
    4  
Condensed Balance Sheet with DCC on an Equity Basis (Unaudited) — September 30, 2007
    5  
Condensed Statement of Cash Flows with DCC on an Equity Basis (Unaudited) — Month and Nine Months Ended September 30, 2007
    6  
 
       
Notes to Monthly Operating Report
       
 
       
Note 1. Basis of Presentation
    7  
Note 2. Reorganization Proceedings
    8  
Note 3. Financing
    11  
Note 4. Liabilities Subject to Compromise
    13  
Note 5. Reorganization Items
    13  
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 shareholders under a confirmed plan of reorganization is uncertain. If the Third Amended Joint Plan of Reorganization of Debtors and Debtors in Possession (the Plan) filed with the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) on October 23, 2007, is ultimately confirmed, Dana common shares will be cancelled and shareholders with allowed interests will be entitled to a pro rata share of the assets, if any, that remain in a reserve established for disputed unsecured claims after the holders of allowed unsecured claims have been paid in full, with interest. There is no assurance that the Plan will be confirmed or, if it is, that there will be any residual assets left for the benefit of current holders of Dana common shares. In fact, the Debtors do not currently anticipate that the holders of Dana common shares will receive any distribution under the 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  
    September 30, 2007     September 30, 2007  
    (in millions)     (in millions)  
Net sales
  $ 732     $ 6,564  
Costs and expenses
               
Cost of sales
    690       6,203  
Selling, general and administrative expenses
    23       260  
Realignment charges, net
    (4 )     159  
Other income, net
    12       93  
 
           
Income from operations
    35       35  
Interest expense (contractual interest of $14 in August and $146 year to date)
    5       65  
Reorganization items, net
    (24 )     173  
 
           
Income (loss) before income taxes
    54       (203 )
Income tax expense (benefit)
    (15 )     14  
Minority interest expense
    1       10  
Equity in earnings of (loss) affiliates
    (5 )     22  
 
           
Income (loss) from continuing operations
    63       (205 )
Loss from discontinued operations
    (40 )     (89 )
 
           
Net income (loss)
  $ 23     $ (294 )
 
           
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)
         
    September 30, 2007  
    (in millions)  
Assets
       
Current assets
       
Cash and cash equivalents
  $ 1,035  
Accounts receivable
       
Trade
    1,410  
Other
    290  
Inventories
    843  
Assets of discontinued operations
    52  
Other current assets
    155  
 
     
Total current assets
    3,785  
Investments in equity affiliates
    430  
Property, plant and equipment, net
    1,740  
Other noncurrent assets
    1,063  
 
     
Total assets
  $ 7,018  
 
     
 
       
Liabilities and shareholders’ deficit
       
Current liabilities
       
Debtor-in-possession financing
  $ 900  
Notes payable, including current portion of long-term debt
    52  
Accounts payable
    1,136  
Liabilities of discontinued operations
    21  
Other accrued liabilities
    833  
 
     
Total current liabilities
    2,942  
 
       
Liabilities subject to compromise
    4,011  
Other non-current liabilities
    493  
Long-term debt
    13  
Minority interest in consolidated subsidiaries
    95  
 
     
Total liabilities
    7,554  
Shareholders’ deficit
    (536 )
 
     
Total liabilities and shareholders’ deficit
  $ 7,018  
 
     
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  
    September 30, 2007     September 30, 2007  
    (in millions)     (in millions)  
Operating activities
               
Net income (loss)
  $ 23     $ (294 )
Depreciation and amortization
    24       208  
Loss on sale of businesses
    23       4  
Non-cash portion of U.K. pension charge
            60  
Increase in working capital
    (86 )     (189 )
Unremitted equity in loss (earnings) of affiliates
    5       (22 )
Reorganization items, net of payments
    (30 )     59  
Other
    20     33
 
           
Net cash flows used for operating activities
    (21 )     (141 )
 
           
 
               
Investing activities
               
Purchases of property, plant and equipment
    (13 )     (148 )
Proceeds from sale of assets
            400  
Other
    5     (1 )
 
           
Net cash flows provided by (used for) investing activities
    (8 )     251  
 
           
 
               
Financing activities
               
Net change in short-term debt
    (14 )     20  
Proceeds from DIP Credit Agreement
            200  
 
           
Net cash flows provided by (used for) financing activities
    (14 )     220  
 
           
 
               
Net increase (decrease) in cash and cash equivalents
    (43 )     330  
Cash and cash equivalents — beginning of period
    1,078       705  
 
           
Cash and cash equivalents — end of period
  $ 1,035     $ 1,035  
 
           
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 in 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.
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.
Case Number: 06-10354 (BRL) (Jointly Administered)

- 7 -


 

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 amounts owed 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, June 30, and September 30, 2007, which have been filed with the U.S. Securities and Exchange Commission (the SEC).
     The condensed statement of operations and cash flows presented herein are for the month and the nine months ended September 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 September 1, 2007 to September 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 monthly 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.
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.
Case Number: 06-10354 (BRL) (Jointly Administered)

- 8 -


 

     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. The Plan and certain procedures approved by the Bankruptcy Court address the proposed treatment of outstanding unexpired leases and executory contracts upon the Debtors’ emergence from bankruptcy.
     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 established 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 claimants, as well as certain other categories of claimants, were not required to file proofs of claim by the general bar date. The Debtors continue to process, evaluate, investigate and reconcile 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. See Note 4 for more information about liabilities subject to compromise. The Plan addresses the proposed treatment of allowed claims and provides for the resolution of remaining claims after emergence from Chapter 11. Under the Plan, the Debtors propose that asbestos-related personal injury claims be reinstated upon emergence and that the reorganized Debtors will defend, settle and resolve such pending and future claims in the ordinary course of business.
     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 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 contemplates utilizing tax benefits under Section 382(l)(6) of the Internal Revenue Code. Accordingly, no sell-down of claims will be required.
Case Number: 06-10354 (BRL) (Jointly Administered)

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     With Bankruptcy Court approval, the Debtors have entered 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 (the Union Settlement Agreements); (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; (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 up to $540 in Series B convertible preferred shares and Centerbridge agreeing to purchase up to $250 of the Series B convertible preferred shares that are not purchased by the qualified creditors (Investment Agreement); and (iv) a letter agreement dated October 18, 2007 with Dana, members of the ad hoc steering committee of Dana’s bondholders and certain of their affiliates (the Backstop Commitment Letter) who severally agreed to purchase up to $290 million in Series B convertible preferred shares of reorganized Dana that are not subscribed for by qualified supporting creditors in the offering or purchased by Centerbridge in accordance with its obligations under the Investment Agreement. Through these arrangements, reorganized Dana has obtained contractual assurance that it will raise $790 million through the offering to qualified investors and the commitments of Centerbridge and the Backstop Investors. Under these agreements, if a plan of reorganization for the Debtors does not become effective by February 28, 2008, individual supporting creditors may withdraw their support and if it does not become effective by May 1, 2008, the plan support agreement will expire.
     The Debtors filed the Plan and the Third Amended Disclosure Statement with respect to such plan (the Disclosure Statement) with the Bankruptcy Court on October 23, 2007. On October 23, 2007, the Bankruptcy Court approved the Disclosure Statement authorizing the Debtors to begin soliciting votes from their creditors to accept or reject the Plan. By that order, the Bankruptcy Court determined that the Disclosure Statement contains adequate information for creditors who are entitled to vote on the Plan. The hearing at which the Bankruptcy Court will consider confirmation of the Plan is scheduled to commence on December 10, 2007. Copies of these documents are contained in a Current Report on Form 8-K that Dana filed with the SEC on November 2, 2007.
     The Plan and the Disclosure Statement describe the anticipated organization, operations and financing of reorganized Dana if the Plan is approved by the Bankruptcy Court and becomes effective. Among other things, the Plan incorporates the Debtors’ commitments under the Union Settlement Agreements, the Investment Agreement and the Backstop Commitment Letter discussed above. The Disclosure Statement contains certain information about the Debtors’ pre-petition operating and financial history, the events leading up to the commencement of the Bankruptcy Cases, and significant events that have occurred during the Bankruptcy Cases. The Disclosure Statement also describes the terms and provisions of the Plan, including certain effects of confirmation of the Plan; certain risk factors associated with securities to be issued under the Plan; certain alternatives to the Plan; and the manner in which distributions will be made under the Plan.
     For additional information see Note 2 to our condensed consolidated financial statements in Item 1 of Part I of our third-quarter 2007 Form 10-Q as well as the Current Report on Form 8-K that Dana filed with the SEC on November 2, 2007
Case Number: 06-10354 (BRL) (Jointly Administered)

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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. Similar valuation allowances are recorded in other countries, most notably the U.K., where, based on the profit outlook, realization of the deferred taxes does not satisfy the more likely than not recognition criterion.
     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 taxes when due from and after the Filing Date, other than those taxes that they have been unable to pay due to the commencement of the Bankruptcy Cases. 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.
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 September 30, 2007 of $249 after deducting the $100 minimum availability requirement and $230 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 DIP
Case Number: 06-10354 (BRL) (Jointly Administered)

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Credit Agreement) at specified levels as of the last day of each calendar month. The EBITDAR requirement for the period ended September 30, 2007 was $200 and actual EBITDAR for that period was $374, calculated as follows:
EBITDAR Calculation
                 
    October 1, 2006 to     Year to Date  
    September 30, 2007     September 30, 2007  
    (in millions)     (in millions)  
Net loss
  $ (522 )   $ (294 )
Plus -
               
Interest expense
    81       65  
Income tax expense
    3       14  
Depreciation and amortization expense
    278       208  
Asset impairment
    70          
Realignment charges
    239       159  
Reorganization items, net
    185       173  
Loss from discontinued operations
    107       89  
Minority interest
    13       10  
Less -
               
Equity in earnings of affiliates
    18       22  
Non-recurring items
    25       29  
Interest income
    37       28  
 
 
           
EBITDAR
  $ 374     $ 345  
 
           
     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 nine months of 2007 and loss from discontinued operations includes $17 for the same period.
     For Annual Incentive Plan (AIP) purposes, a definition of EBITDAR is used that excludes certain items included in the above definition. The year-to-date EBITDAR for AIP purposes as of September 30, 2007 was $333.
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 September 30, 2007, based on Dana Canada’s borrowing base collateral, it had availability of $65 after deducting the $20 minimum availability requirement and $2 for currently outstanding letters of credit. Dana Canada had no borrowings under this agreement at September 30, 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 is available to them. Under the agreements, these subsidiaries may, 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 are 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 retain control of the assets that secure the loans), as are the loans to the special purpose company from GE and the participating lenders. The sales of the accounts receivable and the subordinated loans are 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. Borrowings under this facility totaled $30 at September 30, 2007.
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 amount of liabilities subject to compromise reported herein was $4,011 at September 30, 2007. This amount includes an intercompany payable to DCC of $325 (the DCC Claim) 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. The Plan addresses the proposed treatment of the Debtor’s pre-petition debt and the DCC Claim.
Case Number: 06-10354 (BRL) (Jointly Administered)

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     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 $14 and $146 for the one month and nine months ended September 30, 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 adjustments to 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 September 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.
     The month of September 2007 includes an adjustment to a claim settlement estimate recorded in the month of August which has the effect of reducing September 2007 reorganization items, net by $35.
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 September 2007.
Case Number: 06-10354 (BRL) (Jointly Administered)

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In re Dana Corporation, et al.   Schedule 1
Reporting Period: September 1, 2007 - September 30, 2007    
Cash Disbursements by Debtors    
(Dollars in 000s)    
                 
            September 2007  
Petitioning Entities:   Case Number:     Disbursements  
Dana Corporation
    06-10354     $ 383,607  
Dakota New York Corp
    06-10351          
Brake Systems, Inc.
    06-10355          
BWDAC, Inc.
    06-10357          
CP Products, Inc. (p/k/a 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       178  
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       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       87  
Torque-Traction Technologies, LLC
    06-10396          
United Brake Systems, Inc.
    06-10397          
 
             
Total Cash Disbursements
          $ 383,873 (a)
 
             
Case Number: 06-10354 (BRL) (Jointly Administered)

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In re Dana Corporation, et al.   Schedule 2
Reporting Period: September 1, 2007 - September 30, 2007    
Payroll Taxes Paid    
(Dollars in 000s)    
                 
FEDERAL                
 
Liabilities incurred or withheld    
FIT   FICA-ER   FICA-EE   FUTA   TOTALS
$ 6,202
  $3,533   $3,533   $—   $13,268
                 
Deposits released and pending    
FIT   FICA-ER   FICA-EE   FUTA    
$(6,202)   $(3,533)   $(3,533)   $—   $(13,268)
                 
STATE                
 
Liabilities incurred or withheld    
SIT   SUI-ER   SUI-EE   SDI-EE   TOTALS
$ 1,635   $—   $—   $6   $1,641
                 
Deposits released and pending    
SIT   SUI-ER   SUI-EE   SDI-EE    
$(1,635)   $—   $—   $(6)   $(1,641)
                 
LOCAL                
 
Liabilities incurred or withheld    
CIT               TOTALS
$ 404               $404
                 
Deposits released and pending    
CIT                
$(404)               $(404)
Case Number: 06-10354 (BRL) (Jointly Administered)

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In re Dana Corporation, et al.   Schedule 3
Reporting Period: September 30, 2007 - September 30, 2007    
Post-petition Sales, Use and Property Taxes Paid    
                 
(Dollars in 000s)              
Tax Authority   State   Type of Tax   Taxes Paid  
 
Allen County Treasurer
  IN   Property     1  
Anthony Wayne Local Schools
  OH   Property     39  
City of Auburn Hills
  MI   Property     1  
City of Buena Vista
  VA   Property     (A )
City of Crossville
  TN   Property     5  
Commonwealth of Pennsylvania
  PA   Miscellaneous     2  
Florida Dept of Revenue
  FL   Sales/use     4  
Franklin County Treasurer
  OH   Property     24  
Fulton County Treasurer
  OH   Property     24  
Garland Tax Office
  TX   Property     58  
Georgia Dept of Revenue
  GA   Income     1  
Hohenwald City Recorder
  TN   Property     (A )
Illinois Dept of Revenue
  IL   Sales/use     4  
Indiana Dept of Revenue
  IN   Sales/use     15  
Kentucky Dept of Revenue
  KY   Sales/use     76  
Knox County Treasurer
  OH   Property     5  
Lucas County Treasurer
  OH   Property     140  
Michigan Dept of Treasury
  MI   Sales/use     18  
Minnesota Dept of Revenue
  MN   Income     3  
Mississippi Office of Revenue
  MS   Franchise     57  
Missouri Dept of Revenue
  MO   Sales/use     12  
New York State Tax Commission
  NY   Income     1  
Noble County Treasurer
  IN   Property     16  
Noble County Treasurer
  OH   Property     150  
Ohio State Treasurer
  OH   Sales/use     85  
Pennsylvania Dept of Revenue
  PA   Franchise     8  
Pennsylvania Dept of Revenue
  PA   Sales/use     (A )
Pope County Tax Collector
  AR   Property     84  
Pottstown Tax Collector
  PA   Property     4  
South Carolina Dept of Revenue
  SC   Sales/use     1  
State of New Jersey
  NJ   Income     1  
Tennessee Dept of Revenue
  TN   Sales/use     18  
Texas Comptroller
  TX   Sales/use     6  
United States Treasury
      Miscellaneous     1  
Virginia State Corporation Commission
  VA   Annual Report     (A )
Whiteford Township
  MI   Property     58  
Whitley County Treasurer
  IN   Property     52  
Winnebago County Treasurer
  IL   Property     142  
Wisconsin Dept of Revenue
  WI   Income     (A )
Wisconsin Dept of Revenue
  WI   Sales/use     2  
Wyandot County Treasurer
  OH   Property     48  
 
             
 
               
 
          $ 1,164  
 
             
 
(A)   - amount less than one thousand dollars
Case Number: 06-10354 (BRL) (Jointly Administered)

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