EX-99.1 2 l29125aexv99w1.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
         
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:
In re
      : Chapter 11
 
      :
Dana Corporation, et al.,
      : Case No. 06-10354 (BRL)
 
      :
 
      : (Jointly Administered)
 
  Debtors.   :
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:
MONTHLY OPERATING REPORT FOR DANA CORPORATION
AND ITS AFFILIATED DEBTORS FOR THE MONTH OF NOVEMBER 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: November 1, 2007 — November 30, 2007
         
DEBTORS’ ADDRESS:   MONTHLY DISBURSEMENTS:
 
  4500 Dorr Street   $380 million
 
  Toledo, OH 43615    
 
       
DEBTORS’ ATTORNEY:   MONTHLY NET LOSS:
 
  Jones Day   $(29) 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   December 20, 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.
Reporting Period: November 1, 2007 — November 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, 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  
Case Number: 06-10354 (BRL) (Jointly Administered)

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DANA CORPORATION, ET AL.
MONTHLY OPERATING REPORT
November 2007
Index
         
    Page
Financial Statements
       
Condensed Statement of Operations with Dana Credit Corporation (DCC) on an Equity Basis (Unaudited) - Month and Eleven Months Ended November 30, 2007
    4  
Condensed Balance Sheet with DCC on an Equity Basis (Unaudited) — November 30, 2007
    5  
Condensed Statement of Cash Flows with DCC on an Equity Basis (Unaudited) — Month and Eleven Months Ended November 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. Shares of Dana common stock continue to trade on the OTC Bulletin Board under the symbol “DCNAQ.” On December 12, 2007, the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) overruled the remaining unresolved objections to Dana’s Third Amended Joint Plan of Reorganization of Debtors and Debtors in Possession dated October 23, 2007 (as amended, the Plan) and ruled that it would confirm the Plan upon submission of an “appropriate order of confirmation.” Dana expects to submit a proposed form of confirmation order by December 21, 2007 to be considered by the Bankruptcy Court. Upon entry of the confirmation order and the occurrence of the effective date of the Plan (The Effective Date), 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 effective date will occur or, if it does, that there will be any residual assets left for the benefit of current holders of Dana common shares. The Debtors do not anticipate that the holders of Dana common shares will receive any distribution under the 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  
    November 30, 2007     November 30, 2007  
    (in millions)     (in millions)  
Net sales
  $ 778     $ 8,141  
Costs and expenses
               
Cost of sales
    760       7,701  
Selling, general and administrative expenses
    7       298  
Realignment charges, net
    5       169  
Other income, net
    6       124  
 
           
Income from operations
    12       97  
Interest expense (contractual interest of $18 in November and $183 year to date)
    10       85  
Reorganization items, net
    8       188  
 
           
Loss before income taxes
    (6 )     (176 )
Income tax expense
    9       35  
Minority interest expense
    2       13  
Equity in earnings of affiliates
            22  
 
           
Loss from continuing operations
    (17 )     (202 )
Loss from discontinued operations
    (12 )     (103 )
 
           
Net loss
  $ (29 )   $ (305 )
 
           
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)
         
    November 30, 2007  
    (in millions)  
Assets
       
Current assets
       
Cash and cash equivalents
  $ 1,174  
Accounts receivable
       
Trade
    1,407  
Other
    293  
Inventories
    832  
Assets of discontinued operations
    41  
Other current assets
    154  
 
     
Total current assets
    3,901  
Investments in equity affiliates
    430  
Property, plant and equipment, net
    1,752  
Other non-current assets
    1,048  
 
     
Total assets
  $ 7,131  
 
     
 
       
Liabilities and shareholders’ deficit
       
Current liabilities
       
Notes payable, including current portion of long-term debt
  $ 177  
Debtor-in-possession financing
    900  
Accounts payable
    1,115  
Liabilities of discontinued operations
    18  
Other accrued liabilities
    847  
 
     
Total current liabilities
    3,057  
 
       
Liabilities subject to compromise
    4,009  
Other non-current liabilities
    487  
Long-term debt
    13  
Minority interest in consolidated subsidiaries
    99  
 
     
Total liabilities
    7,665  
Shareholders’ deficit
    (534 )
 
     
Total liabilities and shareholders’ deficit
  $ 7,131  
 
     
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  
    November 30, 2007     November 30, 2007  
    (in millions)     (in millions)  
Operating activities
               
Net loss
  $ (29 )   $ (305 )
Depreciation and amortization
    24       254  
Loss on sale of businesses
            4  
Non-cash portion of U.K. pension charge
            60  
Increase in working capital
    (19 )     (184 )
Equity in earnings of affiliates
            (22 )
Reorganization items, net of payments
    3       63  
Other
    26       43  
 
           
Net cash flows provided by (used for) operating activities
    5       (87 )
 
           
 
               
Investing activities
               
Purchases of property, plant and equipment
    (24 )     (198 )
Proceeds from sale of assets
            400  
Other
            26  
 
           
Net cash flows provided by (used for) investing activities
    (24 )     228  
 
           
 
               
Financing activities
               
Net change in short-term debt
    11       (2 )
Proceeds from European securitization program
            130  
Proceeds from DIP Credit Agreement
            200  
 
           
Net cash flows provided by financing activities
    11       328  
 
           
 
               
Net increase (decrease) in cash and cash equivalents
    (8 )     469  
Cash and cash equivalents — beginning of period
    1,182       705  
 
           
Cash and cash equivalents — end of period
  $ 1,174     $ 1,174  
 
           
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, structures, 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)

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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 eleven months ended November 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 November 1, 2007 to November 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 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. 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)

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     Under the Bankruptcy Code, the Debtors’ have the right to assume or reject executory contracts (i.e., contracts that are to be performed by the parties after the Filing Date) and unexpired leases, subject to Bankruptcy Court approval and other limitations. The Bankruptcy Court has approved the Debtors’ assumption and rejection of certain executory contracts and unexpired leases. The Plan and certain procedures approved by the Bankruptcy Court address the proposed treatment of outstanding executory contracts and unexpired leases upon the Debtors’ emergence from bankruptcy.
     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 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 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 Bankruptcy Court entered an order in August 2006 establishing procedures for trading in claims and equity securities that is designed to protect the Debtors’ potentially valuable tax attributes (such as NOL carryforwards). Under the order, holders or acquirers of 4.75% or more of Dana’s common stock are subject to certain notice and consent procedures prior to acquiring or disposing of the 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 required to sell down the excess claims if necessary to implement such a plan of reorganization. However, in accordance with the agreement with the new investors, the Plan contemplates utilizing tax benefits under Section 382(l)(6) of the Internal Revenue Code, rather than Section 382(I)(5). Accordingly, under the Plan, no sell-down of claims will be required.
Case Number: 06-10354 (BRL) (Jointly Administered)

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     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 contained adequate information for creditors who were entitled to vote on the Plan. On December 12, 2007, the Bankruptcy Court overruled the remaining unresolved objections to the Plan and ruled that it would confirm the Plan upon submission of an “appropriate order of confirmation.” Dana expects to submit a proposed form of confirmation order by December 21, 2007 to be considered by the Bankruptcy Court. Copies of the Plan and the Disclosure Statement 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.
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 tax assets 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.
Case Number: 06-10354 (BRL) (Jointly Administered)

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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 November 30, 2007 of $235 after deducting the $100 minimum availability requirement and $219 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 Credit Agreement) at specified levels as of the last day of each calendar month. The EBITDAR requirement for the period ended November 30, 2007 was $250 and actual EBITDAR for that period was $424 calculated as follows:
EBITDAR Calculation
                 
    December 1, 2006 to     Year to Date  
    November 30, 2007     November 30, 2007  
    (in millions)     (in millions)  
Net loss
  $ (493 )   $ (305 )
Plus -
               
Interest expense
    91       85  
Income tax expense
    15       35  
Depreciation and amortization expense
    278       254  
Asset impairment
    70          
Realignment charges
    246       169  
Reorganization items, net
    184       188  
Loss from discontinued operations
    119       103  
Minority interest
    14       13  
Less -
               
Equity in earnings of affiliates
    23       22  
Non-recurring items
    32       35  
Interest income
    45       41  
 
               
 
           
EBITDAR
  $ 424     $ 444  
 
           
Case Number: 06-10354 (BRL) (Jointly Administered)

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     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 eleven 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 November 30, 2007 was $424.
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 November 30, 2007, based on Dana Canada’s borrowing base collateral, it had availability of $58 after deducting the $20 minimum availability requirement. Dana Canada had no borrowings under this agreement at November 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. At November 30, 2007, there was availability of $24 in countries that have started securitization and there were borrowings under this facility equivalent to $139 recorded as notes payable.
Case Number: 06-10354 (BRL) (Jointly Administered)

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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 in connection with the Bankruptcy Cases and include the liabilities subject to compromise of discontinued operations. Such claims remain subject to future adjustments resulting primarily from negotiations with creditors.
     The amount of liabilities subject to compromise reported herein was $4,009 at November 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.
     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 $183 for the one month and eleven months ended November 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 items for the month of November 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.
Case Number: 06-10354 (BRL) (Jointly Administered)

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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 November 2007.
Case Number: 06-10354 (BRL) (Jointly Administered)

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In re Dana Corporation, et al.
Reporting Period: November 1, 2007 — November 30, 2007   Schedule 1
Cash Disbursements by Debtors
(Dollars in 000s)
                 
            November 2007  
Petitioning Entities:   Case Number:     Disbursements  
Dana Corporation
    06-10354     $ 379,943  
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       176  
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       21  
Torque-Traction Technologies, LLC
    06-10396          
United Brake Systems, Inc.
    06-10397          
 
             
Total Cash Disbursements
          $ 380,141 (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.
Case Number: 06-10354 (BRL) (Jointly Administered)

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In re Dana Corporation, et al.   Schedule 2
Reporting Period: November 1, 2007 — November 30, 2007
Payroll Taxes Paid
(Dollars in 000s)
FEDERAL
                                     
Liabilities incurred or withheld    
FIT   FICA-ER   FICA-EE   FUTA   TOTALS
$ 5,680     $ 3,374     $ 3,374     $     $ 12,428  
                                     
Deposits released and pending        
FIT   FICA-ER   FICA-EE   FUTA        
$ (5,680 )   $ (3,374 )   $ (3,374 )   $     $ (12,428 )
STATE
                                     
Liabilities incurred or withheld    
SIT   SUI-ER   SUI-EE   SDI-EE   TOTALS
$ 1,626     $     $     $ 8     $ 1,634  
                                     
Deposits released and pending        
SIT   SUI-ER   SUI-EE   SDI-EE        
$ (1,626 )   $     $     $ (8 )   $ (1,634 )
LOCAL
                                     
Liabilities incurred or withheld    
CIT                           TOTALS
$ 391                             $ 391  
                                     
Deposits released and pending        
CIT                                
$ (391 )                           $ (391 )
Case Number: 06-10354 (BRL) (Jointly Administered)

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In re Dana Corporation, et al.   Schedule 3
Reporting Period: November 1, 2007 — November 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   $ 332  
Ann Arbor City Treasurer
  MI   Property     59  
Branch County Tax Collector
  MI   Property     230  
City of Auburn Hills
  MI   Property     117  
City of Buena Vista
  VA   Property     (A )
City of Franklin
  KY   Property     (A )
City of Owensboro
  KY   Property     24  
Guilford Tax Collector
  CT   Property     13  
Hohenwald City Recorder
  TN   Property     33  
Huntington County Treasurer
  IN   Property     18  
Illinois Dept of Revenue
  IL   Sales/use     6  
Indiana Dept of Revenue
  IN   Sales/use     119  
Kansas Dept of Revenue
  KS   Miscellaneous     55  
King County Treasurer
  WA   Property     109  
Kentucky Dept of Revenue
  KY   Sales/use     37  
Kentucky State Treasurer
  KY   Property     17  
Lewis County Trustee
  TN   Property     302  
Michigan Dept of Treasury
  MI   Sales/use     38  
Minnesota Dept of Revenue
  MN   Income     4  
Missouri Dept of Revenue
  MO   Sales/use     16  
Missouri Dept of Revenue
  MO   Property     56  
Muskegon County Treasurer
  MI   Property     19  
Muskegon Heights Treasurer
  MI   Property     5  
Ohio Dept of Job & Family Services
  OH   Miscellaneous     12  
Ohio State Treasurer
  OH   Sales/use     59  
Oklahoma Tax Commission
  OK   Miscellaneous     40  
Oregon Dept of Revenue
  OR   Franchise     18  
Paulding County Treasurer
  OH   Property     222  
Pennsylvania Dept of Revenue
  PA   Sales/use     88  
Pope County Tax Collector
  AR   Property     1  
South Carolina Dept of Revenue
  SC   Sales/use     1  
State of Michigan
  MI   Miscellaneous     4  
State of New Jersey
  NJ   Income     26  
Tennessee Dept of Revenue
  TN   Sales/use     5  
Tennessee State Treasurer
  TN   Miscellaneous     10  
Texas Comptroller
  TX   Sales/use     (A )
United States Treasury
      Miscellaneous     26  
 
             
 
          $ 2,121  
 
             
 
(A)   - amount less than one thousand dollars
Case Number: 06-10354 (BRL) (Jointly Administered)

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