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

Dana Corporation

(Exact name of registrant as specified in its charter)

Virginia		1-1063		34-4361040
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification Number)
4500 Dorr Street, Toledo, Ohio				43615
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (419) 535-4500

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 7.01. Regulation FD Disclosure.

     On November 30, 2006, Dana Corporation (Dana) filed its unaudited Monthly Operating Report for the month ended October 31, 2006 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

99.1

Dana Corporation’s Monthly Operating Report for the Month Ended October 31, 2006 (furnished but not filed)

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.

Exhibit Index

99.1

Dana Corporation’s Monthly Operating Report for the Month Ended October 31, 2006 (furnished but not filed)

Exhibit 99.1

(1)		See next page for a listing of Debtors by case number.
(2)		All amounts herein are preliminary, unaudited and subject to revision.

In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: October 1, 2006 – October 31, 2006

Debtors:		Case Number:
Dana Corporation			06-10354
Dakota New York Corp			06-10351
Brake Systems, Inc.			06-10355
BWDAC, Inc.			06-10357
Coupled Products, Inc.			06-10359
Dana Atlantic, LLC			06-10360
Dana Automotive Aftermarket, Inc.			06-10362
Dana Brazil Holdings I, LLC			06-10363
Dana Brazil Holdings, LLC			06-10364
Dana Information Technology, LLC			06-10365
Dana International Finance, Inc.			06-10366
Dana International Holdings, Inc.			06-10367
Dana Risk Management Services, Inc.			06-10368
Dana Technology, Inc.			06-10369
Dana World Trade Corporation			06-10370
Dandorr L.L.C.			06-10371
Dorr Leasing Corporation			06-10372
DTF Trucking, Inc.			06-10373
Echlin-Ponce, Inc.			06-10374
EFMG, LLC			06-10375
EPE, Inc.			06-10376
ERS, LLC			06-10377
Flight Operations, Inc.			06-10378
Friction, Inc.			06-10379
Friction Materials, Inc.			06-10380
Glacier Vandervell, Inc.			06-10381
Hose & Tubing Products, Inc.			06-10382
Lipe Corporation			06-10383
Long Automotive, LLC			06-10384
Long Cooling, LLC			06-10385
Long USA, LLC			06-10386
Midland Brake, Inc.			06-10387
Prattville Mfg, Inc.			06-10388
Reinz Wisconsin Gasket, LLC			06-10390
Spicer Heavy Axle & Brake, Inc.			06-10391
Spicer Heavy Axle Holdings, Inc.			06-10392
Spicer Outdoor Power Equipment Components			06-10393
Torque-Traction Integration Technologies, LLC			06-10394
Torque-Traction Manufacturing Technologies, LLC			06-10395
Torque-Traction Technologies, LLC			06-10396
United Brake Systems, Inc.			06-10397

DANA CORPORATION, ET AL.
MONTHLY OPERATING REPORT
October 2006
 
 
INDEX

Financial Statements		Page
Condensed Statement of Income (Loss) with DCC on an Equity Basis (Unaudited) — Month of October 2006 and Period from March 3, 2006 to October 31, 2006			4
Condensed Balance Sheet with DCC on an Equity Basis (Unaudited) — October 31, 2006			5
Condensed Statement of Cash Flows with DCC on an Equity Basis (Unaudited) — Month of October 2006 and Period from March 3, 2006 to October 31, 2006			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 Debtor			15
Schedule 2. Payroll Taxes Paid			16
Schedule 3. Post-petition Sales, Use and Property Taxes Paid			17

OTHER INFORMATION

While Dana continues its reorganization under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code), investments in Dana securities are highly speculative. Although shares of Dana common stock continue to trade on the OTC Bulletin Board under the symbol “DCNAQ,” the trading prices of the shares may have little or no relationship to the actual recovery, if any, by the holders under any eventual court-approved reorganization plan. The opportunity for any recovery by holders of Dana’s common stock under such reorganization plan is uncertain, and Dana’s shares may be cancelled without any compensation pursuant to such plan.

Case Number: 06-10354 (BRL) (Jointly Administered)

DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF INCOME (LOSS)
WITH DCC ON AN EQUITY BASIS (UNAUDITED)

		Month Ended				March 3, 2006 to
		October 31, 2006				October 31, 2006
		(in millions)
Net sales		$	729			$	5,864
Costs and expenses
Cost of sales			701				5,580
Selling, general and administrative expenses			33				252
Impairment of goodwill							46
Other income, net			6				76
Income from operations			1				62
Interest expense (contractual interest of $14 in October and $114 for the period 3/3/06 to 10/31/06)			5				43
Reorganization items, net			8				120
Loss before income taxes			(12	)			(101	)
Income tax expense			(3	)			(138	)
Minority interest			(1	)			(5	)
Equity in loss of affiliates			(5	)			(117	)
Loss from continuing operations			(21	)			(361	)
Income (loss) from discontinued operations			1				(106	)
Net loss		$	(20	)		$	(467	)

     The accompanying notes are an integral part of the financial statements.

Case Number: 06-10354 (BRL) (Jointly Administered)

DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED BALANCE SHEET
WITH DCC ON AN EQUITY BASIS (UNAUDITED)

		October 31, 2006
		(in millions)
Assets
Current assets
Cash and cash equivalents		$	716
Accounts receivable
Trade			1,313
Other			196
Inventories			736
Assets of discontinued operations			462
Other current assets			134
Total current assets			3,557
Investments and other assets			1,322
Investments in equity affiliates			666
Property, plant and equipment, net			1,792
Total assets		$	7,337
Liabilities and Shareholders’ Equity
Current liabilities
Notes payable, including current portion of long-term debt		$	29
Accounts payable			892
Liabilities of discontinued operations			198
Other accrued liabilities			765
Total current liabilities			1,884
Liabilities subject to compromise			4,284
Deferred employee benefits and other noncurrent liabilities			267
Long-term debt			15
Debtor-in-possession financing			700
Minority interest in consolidated subsidiaries			84
Shareholders’ equity			103
Total liabilities and shareholders’ equity		$	7,337

     The accompanying notes are an integral part of the financial statements.

Case Number: 06-10354 (BRL) (Jointly Administered)

DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF CASH FLOWS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)

		Month Ended				March 3, 2006 to
		October 31, 2006				October 31, 2006
		(in millions)
Operating activities
Net loss		$	(20	)		$	(467	)
Depreciation and amortization			22				178
Adjustments related to divestitures and asset sales							87
Reorganization items			8				120
Payment of reorganization items			(5	)			(70	)
Decrease in working capital, excluding effects from acquisition of business			9				176
Unremitted equity in loss of affiliates			5				105
Other			(14	)			119
Net cash flows provided by operating activities			5				248
Investing activities
Purchases of property, plant and equipment			(16	)			(196	)
Acquisition of business, net of cash acquired							(17	)
Proceeds from sale of assets			4				22
Other			1				26
Net cash flows used for investing activities			(11	)			(165	)
Financing activities
Net change in short-term debt							(624	)
Proceeds from DIP Credit Agreement							700
Payments on long-term debt							(3	)
Net cash flows provided by financing activities							73
Net increase in cash and cash equivalents			(6	)			156
Cash and cash equivalents — beginning of period			722				560
Cash and cash equivalents — end of period		$	716			$	716

The accompanying notes are an integral part of the financial statements.

Case Number: 06-10354 (BRL) (Jointly Administered)

DANA CORPORATION, ET AL.
DEBTOR IN POSSESSION
NOTES TO MONTHLY OPERATING REPORT
(Dollars in millions)

Note 1. Basis of Presentation

General

Dana Corporation (Dana) is a leading supplier of axle, driveshaft, frame, sealing and thermal products. Dana designs and manufactures products for every major vehicle producer in the world and is focused on being an essential partner to its automotive, commercial truck and off-highway vehicle customers.

On March 3, 2006 (the Filing Date), Dana Corporation and forty of its wholly-owned domestic subsidiaries (collectively, the Debtors) filed voluntary petitions for reorganization under the United States 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 Dana Credit Corporation (DCC) and its wholly-owned subsidiaries nor any of Dana’s non-U.S. subsidiaries have filed bankruptcy petitions and none of these entities is a Debtor in the Bankruptcy Cases. 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.

While Dana continues its reorganization under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code), investments in Dana securities are highly speculative. Although shares of Dana common stock continue to trade on the OTC Bulletin Board under the symbol “DCNAQ,” the trading prices of the shares may have little or no relationship to the actual recovery, if any, by the holders under any eventual court-approved reorganization plan. The opportunity for any recovery by holders of Dana’s common stock under such reorganization plan is uncertain, and Dana’s shares may be cancelled without any compensation pursuant to such plan.

Case Number: 06-10354 (BRL) (Jointly Administered)

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, inter-company transactions with DCC have not been eliminated in these financial statements and are presented as intercompany receivables, loans and payables. This presentation of condensed Dana financial statements with DCC on an equity basis, while consistent in format with the financial information required to be provided to the lenders under the DIP Credit Agreement and acceptable to the U.S. Trustee, does not conform to GAAP, which requires that DCC and its subsidiaries be consolidated along with Dana’s other majority-owned subsidiaries.

For consolidated financial statements for Dana prepared in conformity with GAAP and the notes thereto, see Dana’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2006, June 30, 2006 and September 30, 2006, which have been filed with the U.S. Securities and Exchange Commission and are accessible at http//www.dana.com at the “Investors” link.

The condensed statements of income (loss) and cash flows presented herein are for the month of October 2006 and also include the period from March 3, 2006 to October 31, 2006. The “Schedule of Cash Disbursements by Debtor” contains further information regarding cash disbursements made by each of the Debtors during the post-petition period of October 1, 2006 to October 31, 2006.

The condensed financial statements herein with DCC accounted for on an equity basis have been derived from Dana’s internal books and records. They include normal recurring adjustments, but not all of the adjustments that would typically be made for quarterly and annual financial statements prepared in accordance with GAAP. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

Furthermore, the monthly information presented herein has not been subjected to the same level of accounting review and testing that Dana applies in the preparation of its quarterly and annual financial information in accordance with GAAP. Accordingly, the financial information herein is subject to change and any such change could be material. The results of operations contained herein are not necessarily indicative of results which may be expected for any other period or the full year and may not reflect Dana’s consolidated results of operations, financial position and cash flows in the future.

Case Number: 06-10354 (BRL) (Jointly Administered)

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 and of Dana’s equity security holders 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.

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” an executory contract or unexpired lease generally means that a Debtor will agree to perform its obligations and cure certain existing defaults under the contract or lease and “rejecting” it means that a Debtor will be relieved of its obligations to perform further under the contract or lease, which will give rise to an unsecured pre-petition claim for damages for the breach thereof. The Bankruptcy Court has authorized the Debtors to reject certain unexpired leases and executory contracts.

The Debtors filed their initial schedules of assets and liabilities existing on the Filing Date with the Bankruptcy Court in June 2006 and amendments to certain of these schedules in November 2006. In July 2006, the Bankruptcy Court set September 21, 2006 as the general bar date (the date by which most entities that wished to assert a pre-petition claim against a Debtor had to file a proof of claim in writing). Asbestos-related personal injury and wrongful death claimants were not required to file proofs of claim by the bar date, and such claims will be addressed as part of the Chapter 11 proceedings. The Debtors are now in the process of evaluating the claims that were submitted and investigating unresolved proofs of claim and are establishing procedures to reconcile and resolve them. Pre-petition claims are liabilities subject to compromise. See Note 4 for more information about Liabilities subject to compromise.

Case Number: 06-10354 (BRL) (Jointly Administered)

In August 2006, the Bankruptcy Court entered an order establishing procedures for trading in claims and equity securities, which is designed to protect the Debtors’ potentially valuable tax attributes (such as net operating loss carryforwards). Under the order, holders or acquirers of 4.75% or more of Dana stock are subject to certain notice and consent procedures prior to acquiring or disposing of Dana common shares. Holders of claims against the Debtors that would entitle them to more than 4.75% of the common shares of a reorganized Dana under a confirmed plan of reorganization utilizing the tax benefits provided under Section 382(l)(5) of the Internal Revenue Code may be subject to a requirement to sell down the excess claims if necessary to implement such a plan of reorganization.

The Debtors have the exclusive right to file a plan of reorganization until January 3, 2007. The Debtors are permitted to request, and currently expect to seek, an extension of this exclusivity period.

Taxes

Income taxes are accounted for in accordance with SFAS No. 109, “Accounting for Income Taxes.” Current and deferred income tax assets and liabilities are recognized based on events which have occurred and are measured by the enacted tax laws. Based on 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. deferred tax assets during the third quarter of 2005. Deferred tax assets resulting from subsequent U.S. losses have been offset by increases in the valuation allowances, effectively eliminating the benefit of those losses.

The Debtors have received Bankruptcy Court approval to pay pre-petition sales, use and certain other taxes in the ordinary course of their businesses. The Debtors believe that they have paid all pre-petition and post-petition taxes when due, from before and after the Filing Date. See Schedule 2 — Payroll Taxes Paid and Schedule 3 — Post-petition Sales, Use and Property Taxes Paid for information regarding taxes paid. The Debtors believe that all tax returns are being prepared and filed when due, or extended as necessary, and that they are paying all post-petition taxes as they become due or obtaining extensions for the payment thereof.

Contractual Interest Expense

Contractual interest expense includes amounts relating to debt subject to compromise which is no longer recognized in the statement of income (loss) in accordance with SOP 90-7. The contractual interest that was not recognized was $9 for the month of October and $71 for the period March 3, 2006 to October 31, 2006.

Case Number: 06-10354 (BRL) (Jointly Administered)

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 with JPMorgan Chase Bank, N.A., as initial lenders and issuing banks. The DIP Credit Agreement, as amended, was approved by the Bankruptcy Court in March 2006. The aggregate amount of the facility is $1,450, including a $750 revolving credit facility (of which $400 is available for the issuance of letters of credit) and a $700 term loan facility.

All of the loans and other obligations under the DIP Credit Agreement will be due and payable on the earlier of 24 months after the effective date of the DIP Credit Agreement or the consummation of a plan of reorganization under the Bankruptcy Code.

Interest for both the term loan facility and the revolving credit facility under the DIP Credit Agreement accrues, at Dana’s option, at either the London interbank offered rate (LIBOR) plus a per annum margin of 2.25% or the prime rate plus a per annum margin of 1.25%. Amounts currently borrowed are at a rate of LIBOR plus 2.25% (7.65% at October 31, 2006). Dana is paying a fee for issued and undrawn letters of credit in an amount per annum equal to the LIBOR margin applicable to the revolving credit facility, a per annum fronting fee of 25 basis points and a commitment fee of 0.375% per annum for unused committed amounts under the revolving credit facility.

The DIP Credit Agreement is guaranteed by substantially all of Dana’s domestic subsidiaries, excluding DCC. As collateral, Dana and each of its guarantor subsidiaries has granted a security interest in, and lien on, effectively all of its assets, including a pledge of 66% of the equity interests of each material foreign subsidiary directly or indirectly owned by Dana.

Additionally, the DIP Credit Agreement requires Dana to maintain a minimum amount of consolidated earnings before interest, taxes, depreciation, amortization, restructuring and reorganization costs (EBITDAR), (i) for each period beginning on March 1, 2006 and ending on the last day of each month from May 2006 through February 2007, and (ii) a rolling 12-month cumulative EBITDAR for Dana and its direct and indirect subsidiaries, on a consolidated basis, beginning on March 31, 2007 and ending on February 28, 2008, at levels set forth in the DIP Credit Agreement. Dana must also maintain minimum availability of $100 under the DIP Credit Agreement at all times.

Case Number: 06-10354 (BRL) (Jointly Administered)

The EBITDAR requirement in the DIP Credit Agreement for the period from March 3, 2006 to October 31, 2006 was $135, and the actual EBITDAR, as calculated below, was $257.

EBITDAR Calculation

		March 3, 2006 to
		October 31, 2006
		(in millions)
Net loss		$	(467	)
Plus -
Interest expense			43
Income tax expense			138
Depreciation and amortization expense			178
Goodwill impairment			46
Restructuring charges			8
Reorganization items, net			120
Loss from discontinued operations			106
Minority interest			5
Less -
Equity in loss of affiliates			(117	)
Non-recurring items			15
Interest income			22
EBITDAR		$	257

Certain internal compensation incentives are based on the achievement of EBITDAR targets. For this purpose, EBITDAR, as defined in the DIP Credit Agreement, is modified to include discontinued operations and applied to periods commencing on January 1, 2006. For this purpose, EBITDAR for the ten months ended October 31, 2006 was $256.

In March 2006, Dana borrowed $700 under the $1,450 DIP Credit Agreement and used the proceeds to pay off debt obligations outstanding under its pre-petition five-year bank facility (which had provided Dana with $400 in borrowing capacity) and accounts receivable securitization program (which had provided Dana with up to $275 borrowing capacity to meet periodic demand for short-term financing); to pay certain other pre-petition obligations; and to provide for working capital and general corporate expenses. Based on its borrowing base collateral, Dana had availability under the DIP Credit Agreement at October 31, 2006 of $603. Dana had utilized $240 of this availability for letters of credit, leaving unused availability of $363.

Case Number: 06-10354 (BRL) (Jointly Administered)

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 for a $100 revolving credit facility, of which $5 is available for the issuance of letters of credit. At October 31, 2006, there were no borrowings and no utilization of the net availability under the facility for the issuance of letters of credit. Dana Canada must maintain a minimum availability under the Canadian Credit Agreement of $20.

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, even if they may be settled for lesser amounts. The amounts currently classified as Liabilities subject to compromise represent Dana’s estimate of known or potential pre-petition claims to be addressed in connection with the Bankruptcy Cases and include the liabilities subject to compromise of the 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 claims will be satisfied will be established at a later date in the Bankruptcy Cases.

The Debtors are now in the process of evaluating the claims that were submitted by the September 2006 Bar Date. In light of the substantial number and amount of claims filed, the claims resolution process may take considerable time to complete. At this time, the Debtors cannot reasonably estimate the value of the claims that will ultimately be allowed by the Bankruptcy Court since evaluation of the filed claims has only recently begun.

The amount of Liabilities subject to compromise reported herein was $4,284 at October 31, 2006. This amount includes intercompany balances with DCC of $337 (of which $288 is a note payable to DCC) which are 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 within Liabilities subject to compromise. In accordance with SOP 90-7, following the Filing Date, 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 $114 for the period from March 3, 2006 to October 31, 2006.

Case Number: 06-10354 (BRL) (Jointly Administered)

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 reflect the carrying value of certain pre-petition liabilities at their estimated allowable claim amounts, be reported separately. The Debtors’ reorganization expense items for the month of October 2006 consisted of professional fees and a reversal of a gain from settlements with suppliers. These costs were 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 orders of the Bankruptcy Court and the Bankruptcy Code. 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 Debtor for post-petition disbursements in October 2006.

Case Number: 06-10354 (BRL) (Jointly Administered)

In re Dana Corporation, et al.		Schedule 1
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: October 1, 2006 – October 31, 2006
Cash Disbursements by Debtor

(Dollars in 000s)
Petitioning Entities:		Case Number:		Disbursements:
Dana Corporation		06-10354		$	465,217
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			894
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			234
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			541
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			14
Torque-Traction Manufacturing Technologies, LLC		06-10395			124
Torque-Traction Technologies, LLC		06-10396
United Brake Systems, Inc.		06-10397
Total Cash Disbursements				$	467,025	(a)

In re Dana Corporation, et al. Case No. 06-10354 (BRL) (Jointly Administered) Reporting Period: October 1, 2006 — October 31, 2006 Payroll Taxes Paid (Dollars in 000s)		Schedule 2

FEDERAL		TOTALS

Liabilities incurred or withheld
FIT		FICA-ER		FICA-EE		FUTA
$7,508		$4,385		$4,385		$		$	16,278

Deposits released and pending
FIT		FICA-ER		FICA-EE		FUTA
(7,508)		(4,385)		(4,385)					(16,278	)

STATE		TOTALS

Liabilities incurred or withheld
SIT		SUI-ER		SUI-EE		SDI-EE
2,096						8			2,104

Deposits released and pending
SIT		SUI-ER		SUI-EE		SDI-EE
(2,096)						(8)			(2,104	)

LOCAL		TOTALS

Liabilities incurred or withheld
CIT
442									442

Deposits released and pending
CIT
(442)									(442	)

In re Dana Corporation, et al.		Schedule 3
Reporting Period: October 1, 2006 – October 31, 2006
Case No. 06-10354 (BRL) (Jointly Administered)
Post-petition Sales, Use and Property Taxes Paid

(Dollars in 000s)
Tax Authority		State		Type of Tax		Taxes Paid
Arkansas Secretary of State		AR		Sales/use		$	53
City of Glasgow		KY		Miscellaneous						(A)
City of Henderson		KY		License						(A)
City of Hopkinsville		KY		Property			32
Florida Dept of Revenue		FL		Sales/use			9
Illinois Dept of Revenue		IL		Sales/use			3
Indiana Dept of Revenue		IN		Sales/use			19
Iowa Dept of Revenue		IA		Sales/use			9
Kentucky Dept of Revenue		KY		Sales/use			56
Kentucky State Treasurer		KY		Miscellaneous						(A)
Lucas County Treasurer		OH		Property			48
Maury County Trustee		TN		Property			3
Michigan Dept of Treasury		MI		Sales/use			24
Missouri Dept of Revenue		MO		Sales/use			15
New Jersey State Treasurer		NJ		Miscellaneous						(A)
Ohio State Treasurer		OH		Sales/use			93
Pennsylvania Dept of Revenue		PA		Sales/use			1
Rochester Hills City		MI		Property			61
South Carolina Dept of Revenue		SC		Sales/use			1
State of Michigan		MI		Miscellaneous						(A)
Tennessee Dept of Revenue		TN		Sales/use			22
Texas Comptroller		TX		Sales/use			12
Washington State Dept of Revenue		WA		Excise			8
Wisconsin Dept of Revenue		WI		Sales/use			1
Total						$	470

The Debtors believe that a portion of these disbursements included payments for unpaid taxes incurred for pre-petition periods which the Debtors have the authority to pay under their first day orders.