Dana Corporation 8-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 28, 2006
Dana Corporation
(Exact name of registrant as specified in its charter)
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Virginia
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1-1063
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34-4361040 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number) |
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4500 Dorr Street, Toledo, Ohio
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43615 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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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
December 28, 2006, Dana Corporation (Dana) filed its unaudited Monthly Operating Report for
the month ended November 30, 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 Danas 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.
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99.1 |
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Dana Corporations Monthly Operating Report for the Month Ended November 30,
2006 (furnished but not filed) |
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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.
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Dana Corporation
(Registrant) |
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Date: December 28, 2006
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By:
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/s/ Kenneth A. Hiltz |
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Kenneth A. Hiltz |
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Chief Financial Officer |
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Exhibit Index
99.1 |
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Dana Corporations Monthly Operating Report for the Month Ended November 30, 2006
(furnished but not filed) |
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EX-99.1
Exhibit 99.1
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, 2006 November 30, 2006
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DEBTORS ADDRESS: |
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MONTHLY DISBURSEMENTS: |
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4500 Dorr Street
Toledo, OH 43615
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$ 456 million
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DEBTORS ATTORNEY: |
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MONTHLY NET LOSS: |
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Jones Day
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$ (20) million |
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222 East 41st Street |
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New York, NY 10017 |
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REPORT PREPARER: |
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/s/ Kenneth A. Hiltz |
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CHIEF FINANCIAL OFFICER |
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SIGNATURE OF REPORT PREPARER |
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TITLE |
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KENNETH A. HILTZ |
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December 28, 2006 |
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PRINTED NAME OF REPORT PREPARER |
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DATE |
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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)
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(1) |
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See next page for a listing of Debtors by case number. |
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(2) |
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All amounts herein are preliminary, unaudited and subject to revision. |
1
In re Dana Corporation, et al.
Case No. 06-10354 (BRL) (Jointly Administered)
Reporting Period: November 1, 2006 November 30, 2006
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Debtors: |
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Case Number: |
Dana Corporation |
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06-10354 |
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Dakota New York Corp |
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06-10351 |
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Brake Systems, Inc. |
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06-10355 |
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BWDAC, Inc. |
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06-10357 |
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Coupled Products, Inc. |
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06-10359 |
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Dana Atlantic, LLC |
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06-10360 |
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Dana Automotive Aftermarket, Inc. |
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06-10362 |
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Dana Brazil Holdings I, LLC |
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06-10363 |
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Dana Brazil Holdings, LLC |
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06-10364 |
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Dana Information Technology, LLC |
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06-10365 |
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Dana International Finance, Inc. |
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06-10366 |
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Dana International Holdings, Inc. |
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06-10367 |
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Dana Risk Management Services, Inc. |
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06-10368 |
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Dana Technology, Inc. |
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06-10369 |
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Dana World Trade Corporation |
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06-10370 |
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Dandorr L.L.C. |
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06-10371 |
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Dorr Leasing Corporation |
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06-10372 |
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DTF Trucking, Inc. |
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06-10373 |
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Echlin-Ponce, Inc. |
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06-10374 |
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EFMG, LLC |
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06-10375 |
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EPE, Inc. |
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06-10376 |
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ERS, LLC |
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06-10377 |
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Flight Operations, Inc. |
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06-10378 |
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Friction, Inc. |
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06-10379 |
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Friction Materials, Inc. |
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06-10380 |
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Glacier Vandervell, Inc. |
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06-10381 |
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Hose & Tubing Products, Inc. |
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06-10382 |
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Lipe Corporation |
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06-10383 |
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Long Automotive, LLC |
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06-10384 |
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Long Cooling, LLC |
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06-10385 |
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Long USA, LLC |
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06-10386 |
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Midland Brake, Inc. |
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06-10387 |
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Prattville Mfg, Inc. |
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06-10388 |
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Reinz Wisconsin Gasket, LLC |
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06-10390 |
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Spicer Heavy Axle & Brake, Inc. |
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06-10391 |
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Spicer Heavy Axle Holdings, Inc. |
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06-10392 |
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Spicer Outdoor Power Equipment Components |
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06-10393 |
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Torque-Traction Integration Technologies, LLC |
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06-10394 |
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Torque-Traction Manufacturing Technologies, LLC |
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06-10395 |
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Torque-Traction Technologies, LLC |
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06-10396 |
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United Brake Systems, Inc. |
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06-10397 |
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DANA CORPORATION, ET AL.
MONTHLY OPERATING REPORT
November 2006
Index
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Page |
Financial Statements |
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Condensed Statement of Income (Loss) with DCC on an
Equity Basis (Unaudited) Month of November 2006
and Period from March 3, 2006 to November 30, 2006 |
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Condensed Balance Sheet with DCC on an
Equity Basis (Unaudited) November 30, 2006 |
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5 |
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Condensed Statement of Cash Flows with DCC on an
Equity Basis (Unaudited) Month of November 2006
and Period from March 3, 2006 to November 30, 2006 |
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6 |
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Notes to Monthly Operating Report |
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Note 1. Basis of Presentation |
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7 |
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Note 2. Reorganization Proceedings |
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9 |
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Note 3. Financing |
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11 |
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Note 4. Liabilities Subject to Compromise |
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13 |
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Note 5. Reorganization Items |
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14 |
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Note 6. Post-petition Accounts Payable |
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14 |
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Schedules |
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Schedule 1. Cash Disbursements by Debtors |
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15 |
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Schedule 2. Payroll Taxes Paid |
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16 |
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Schedule 3. Post-petition Sales, Use and Property
Taxes Paid |
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17 |
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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 Danas common stock
under such reorganization plan is uncertain, and Danas shares may be cancelled without
any compensation pursuant to such plan.
Case Number: 06-10354 (BRL) (Jointly Administered )
3
DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF INCOME (LOSS)
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
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Month Ended |
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March 3, 2006 to |
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November 30, 2006 |
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November 30, 2006 |
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(in millions) |
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Net sales |
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$ |
719 |
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$ |
6,583 |
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Costs and expenses |
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Cost of sales |
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695 |
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6,275 |
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Selling, general and administrative expenses |
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29 |
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281 |
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Impairment of goodwill |
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46 |
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Other income, net |
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8 |
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84 |
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Income from operations |
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3 |
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65 |
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Interest expense (contractual interest of $14 in
November and $128 for the period 3/3/06 to 11/30/06) |
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5 |
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48 |
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Reorganization items, net |
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8 |
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128 |
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Loss before income taxes |
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(10 |
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(111 |
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Income tax expense |
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(6 |
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(144 |
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Minority interest |
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(1 |
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(6 |
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Equity in loss of affiliates |
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(117 |
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Loss from continuing operations |
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(17 |
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(378 |
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Income (loss) from discontinued operations |
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(3 |
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(109 |
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Net loss |
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(20 |
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$ |
(487 |
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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)
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November 30, 2006 |
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(in millions) |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
723 |
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Accounts receivable |
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Trade |
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1,326 |
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Other |
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216 |
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Inventories |
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732 |
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Assets of discontinued operations |
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499 |
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Other current assets |
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129 |
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Total current assets |
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3,625 |
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Investments and other assets |
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1,328 |
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Investments in equity affiliates |
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676 |
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Property, plant and equipment, net |
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1,777 |
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Total assets |
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$ |
7,406 |
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Liabilities and Shareholders Equity |
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Current liabilities |
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Notes payable, including current portion
of long-term debt |
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$ |
27 |
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Accounts payable |
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939 |
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Liabilities of discontinued operations |
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222 |
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Other accrued liabilities |
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726 |
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Total current liabilities |
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1,914 |
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Liabilities subject to compromise |
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4,274 |
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Deferred employee benefits and other
noncurrent liabilities |
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273 |
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Long-term debt |
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15 |
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Debtor-in-possession financing |
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700 |
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Minority interest in consolidated subsidiaries |
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85 |
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Shareholders equity |
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145 |
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Total liabilities and shareholders equity |
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$ |
7,406 |
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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)
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Month Ended |
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March 3, 2006 to |
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November 30, 2006 |
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November 30, 2006 |
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(in millions) |
Operating activities |
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Net loss |
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$(20 |
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$(487 |
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Depreciation and amortization |
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24 |
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202 |
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Adjustments related to divestitures and asset sales |
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1 |
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88 |
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Reorganization items |
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8 |
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128 |
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Payment of reorganization items |
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(11 |
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(81 |
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Decrease (increase) in working capital, excluding
effects from acquisition of business |
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8 |
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184 |
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Unremitted equity in loss of affiliates |
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108 |
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Other |
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20 |
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136 |
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Net cash flows provided by
operating activities |
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30 |
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278 |
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Investing activities |
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Purchases of property, plant and equipment |
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(19 |
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(215 |
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Acquisition of business, net of cash acquired |
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(17 |
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Proceeds from sale of assets |
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22 |
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Other |
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(5 |
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21 |
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Net cash flows used for
investing activities |
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(24 |
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(189 |
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Financing activities |
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Net change in short-term debt |
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4 |
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(620 |
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Proceeds from DIP Credit Agreement |
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700 |
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Payments on long-term debt |
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(3 |
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(6 |
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Net cash flows provided by
financing activities |
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1 |
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74 |
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Net increase in cash and cash equivalents |
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7 |
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163 |
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Cash and cash equivalents beginning of period |
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716 |
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560 |
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Cash and cash equivalents end of period |
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$723 |
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$723 |
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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 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 (the Bankruptcy Code) in the United States Bankruptcy Court for the
Southern District of New York (the Bankruptcy Court). These Chapter 11 cases are being administered
jointly under Case Number 06-10354 (BRL) and are collectively referred to as the Bankruptcy
Cases. A listing of the Debtors and their respective case numbers is set forth at the beginning of
this Monthly Operating Report. Neither Dana Credit Corporation (DCC) and its wholly-owned
subsidiaries nor any of Danas 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.
Case Number: 06-10354 (BRL) (Jointly Administered )
7
Accounting Requirements
The condensed financial statements herein have been prepared in accordance with the guidance in
American Institute of Certified Public Accountants Statement of Position 90-7, Financial Reporting
by Entities in Reorganization under the Bankruptcy Code (SOP 90-7), which is applicable to
companies operating under Chapter 11. SOP 90-7 generally does not change the manner in which
financial statements are prepared. However, it does require that the financial statements for
periods subsequent to the filing of the Chapter 11 petition distinguish transactions and events
that are directly associated with the reorganization from the ongoing operations of the business.
Financial Statements Presented
The unaudited condensed financial statements and supplemental information contained herein present
the condensed financial information of Dana and its Debtor and non-Debtor subsidiaries, with DCC accounted for on an equity basis. Accordingly, 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 Danas
other majority-owned subsidiaries.
For
consolidated financial statements for Dana prepared in conformity with GAAP and the notes
thereto, see Danas 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
November 2006 and also include the period from March 3,
2006 to November 30, 2006. 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, 2006 to November 30, 2006.
The condensed financial statements herein with DCC accounted for on an equity basis have been
derived from Danas 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 Danas consolidated results of operations, financial position and cash
flows in the future.
Case Number: 06-10354 (BRL) (Jointly Administered)
8
Note 2. Reorganization Proceedings
The Debtors are managing their businesses in the ordinary course as debtors in possession, subject
to the supervision of the Bankruptcy Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.
Official committees of the Debtors unsecured creditors and retirees not represented by unions and
of Danas 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, are 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 )
9
In August 2006, the Bankruptcy Court entered an order establishing procedures for trading in claims
and equity securities which is designed to protect the Debtors potentially valuable tax attributes
(such as net operating loss carryforwards). Under the order, holders or acquirers of 4.75% or more
of Dana stock are subject to certain notice and consent procedures prior to acquiring or disposing
of Dana common shares. Holders of claims against the Debtors that would entitle them to more than
4.75% of the common shares of reorganized Dana under a confirmed plan of reorganization utilizing
the tax benefits provided under Section 382(l)(5) of the Internal Revenue Code may be subject to a
requirement to sell down the excess claims if necessary to implement such a plan of reorganization.
On December 19, 2006, the Bankruptcy Court entered an order granting the Debtors motion to extend
the period during which they have the exclusive right to file a plan of reorganization in the
Bankruptcy Cases (the exclusivity period) from January 3, 2007 until September 3, 2007.
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. federal 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 November and $80 for the period March 3,
2006 to November 30, 2006.
Case Number: 06-10354 (BRL) (Jointly Administered )
10
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, 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 Danas 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 November 30, 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 Danas 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 )
11
The EBITDAR requirement in the DIP Credit Agreement for the period from March 3, 2006 to November
30, 2006 was $165, and the actual EBITDAR, as calculated below, was $284.
EBITDAR Calculation
|
|
|
|
|
|
|
March 3, 2006 to |
|
|
|
November 30, 2006 |
|
|
|
(in millions) |
|
Net loss |
|
$ |
(487 |
) |
Plus - |
|
|
|
|
Interest expense |
|
|
48 |
|
Income tax expense |
|
|
144 |
|
Depreciation and amortization expense |
|
|
202 |
|
Impairment of goodwill |
|
|
46 |
|
Restructuring charges |
|
|
8 |
|
Reorganization items, net |
|
|
128 |
|
Loss from discontinued operations |
|
|
109 |
|
Minority interest |
|
|
6 |
|
|
|
|
|
|
Less - |
|
|
|
|
Equity in loss of affiliates |
|
|
(117 |
) |
Non-recurring items |
|
|
13 |
|
Interest income |
|
|
24 |
|
|
|
|
|
|
EBITDAR |
|
$ |
284 |
|
|
|
|
|
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
eleven months ended November 30, 2006 was $279.
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 November 30, 2006 of $575. Dana had utilized $243 of this availability
for letters of credit, leaving unused availability of $332.
Case Number: 06-10354 (BRL) (Jointly Administered )
12
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 November 30, 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 as claims, even if they may be settled for lesser amounts. The amounts currently
classified as liabilities subject to compromise represent Danas 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 amounts 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 $4,274 at November 30,
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
$128 for the period from March 3, 2006 to November 30, 2006.
Case Number: 06-10354 (BRL) (Jointly Administered )
13
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 November 2006
consisted of professional fees offset by interest income and gains from settlements with
suppliers.
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 Debtors for post-petition
disbursements in November 2006.
Case Number: 06-10354 (BRL) (Jointly Administered )
14
|
|
|
|
|
|
In re Dana Corporation, et al. |
|
|
Case No. 06-10354
(BRL) (Jointly Administered)
|
|
Schedule 1 |
Reporting Period: November 1, 2006 November 30, 2006 |
|
|
Cash Disbursements by Debtors |
|
|
|
|
|
|
|
|
|
(Dollars in 000s) |
|
|
|
November 2006 |
|
Petitioning Entities: |
|
Case Number: |
|
Disbursements |
|
Dana Corporation |
|
06-10354 |
|
$ |
454,480 |
|
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 |
|
|
938 |
|
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 |
|
|
269 |
|
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 |
|
|
464 |
|
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 |
|
|
3 |
|
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 |
|
|
4 |
|
Torque-Traction Manufacturing Technologies, LLC |
|
06-10395 |
|
|
97 |
|
Torque-Traction Technologies, LLC |
|
06-10396 |
|
|
|
|
United Brake Systems, Inc. |
|
06-10397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cash Disbursements |
|
|
|
$ |
456,254 |
(a) |
|
|
|
|
|
|
|
|
|
(a) |
|
Total disbursements may include certain payments made by the Debtors on behalf of
non-Debtors pursuant to their cash management order. Excluding such disbursements, the Debtors
disbursements are well in excess of $300 million. Disbursements are actual cash disbursements
incurred for the month. |
15
|
|
|
|
|
|
In re Dana Corporation, et al.
|
|
Schedule 2 |
Case No. 06-10354 (BRL) (Jointly Administered) |
|
|
Reporting Period: November 1, 2006 November 30, 2006 |
|
|
Payroll Taxes Paid |
|
|
|
(Dollars in 000s) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FEDERAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities incurred or withheld
|
|
|
|
|
|
|
|
|
|
FIT
|
|
FICA-ER
|
|
FICA-EE
|
|
FUTA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,545 |
|
|
$ |
4,347 |
|
|
$ |
4,349 |
|
|
$ |
|
|
|
$ |
16,241 |
|
|
|
|
Deposits released and pending
|
|
|
|
|
|
|
|
|
|
FIT
|
|
FICA-ER
|
|
FICA-EE
|
|
FUTA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,545 |
) |
|
|
(4,347 |
) |
|
|
(4,349 |
) |
|
|
|
|
|
|
(16,241 |
) |
|
|
|
|
|
STATE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities incurred or withheld
|
|
|
|
|
|
|
|
|
|
SIT
|
|
SUI-ER
|
|
SUI-EE
|
|
SDI-EE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,099 |
|
|
|
|
|
|
|
|
|
|
|
8 |
|
|
|
2,107 |
|
|
|
|
Deposits released and pending |
|
|
|
|
|
|
|
|
|
SIT
|
|
SUI-ER
|
|
SUI-EE
|
|
SDI-EE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,099 |
) |
|
|
|
|
|
|
|
|
|
|
(8 |
) |
|
|
(2,107 |
) |
|
|
|
|
|
LOCAL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTALS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
incurred or withheld
|
|
|
|
|
|
|
|
|
|
CIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
450 |
|
|
|
|
Deposits released and pending
|
|
|
|
|
|
|
|
|
|
CIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(450 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(450 |
) |
16
|
|
|
|
|
|
In re Dana Corporation, et al.
|
|
Schedule 3 |
Reporting Period: November 1, 2006 November 30, 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 |
|
$ |
33 |
|
City of Glasgow |
|
KY |
|
Property |
|
|
13 |
|
City of St Clair |
|
MI |
|
Property |
|
|
4 |
|
Florida Dept of Revenue |
|
FL |
|
Sales/use |
|
|
4 |
|
Hardin County Sheriff |
|
KY |
|
Property |
|
|
150 |
|
Henderson County Sheriff |
|
KY |
|
Property |
|
|
38 |
|
Illinois Dept of Revenue |
|
IL |
|
Sales/use |
|
|
3 |
|
Indiana Dept of Revenue |
|
IN |
|
Sales/use |
|
|
17 |
|
Iowa Dept of Revenue |
|
IA |
|
Sales/use |
|
|
8 |
|
Kentucky Dept of Revenue |
|
KY |
|
Sales/use |
|
|
59 |
|
Michigan Dept of Treasury |
|
MI |
|
Sales/use |
|
|
22 |
|
Michigan State Treasurer |
|
MI |
|
Sales/use |
|
|
(A |
) |
Missouri Dept of Revenue |
|
MO |
|
Sales/use |
|
|
15 |
|
Ohio State Treasurer |
|
OH |
|
Commercial Activity |
|
|
155 |
|
Ohio State Treasurer |
|
OH |
|
Sales/use |
|
|
101 |
|
Pennsylvania Dept of Revenue |
|
PA |
|
Sales/use |
|
|
1 |
|
San Joaquin County |
|
CA |
|
Property |
|
|
66 |
|
Smith County Trustee |
|
TN |
|
Property |
|
|
69 |
|
South Carolina Dept of Revenue |
|
SC |
|
Sales/use |
|
|
(A |
) |
Tennessee Dept of Revenue |
|
TN |
|
Sales/use |
|
|
37 |
|
Texas Comptroller |
|
TX |
|
Sales/use |
|
|
5 |
|
Washington State Dept of Revenue |
|
WA |
|
Excise |
|
|
12 |
|
Wisconsin Dept of Revenue |
|
WI |
|
Sales/use |
|
|
1 |
|
|
|
Total |
|
|
|
|
|
$ |
813 |
|
|
|
|
|
(A) |
|
Payment was less than $1 thousand |
17