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): September 28, 2007
Dana Corporation
(Exact name of registrant as specified in its charter)
         
Virginia   1-1063   34-4361040
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification Number)
     
4500 Dorr Street, Toledo, Ohio   43615
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (419) 535-4500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 7.01. Regulation FD Disclosure.
     On September 28, 2007, Dana Corporation (Dana) filed its unaudited Monthly Operating Report for the month ended August 31, 2007 with the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) (In re Dana Corporation, et al., Case No. 06-10354 (BRL)). A copy of this report is contained in the attached Exhibit 99.1.
     The Monthly Operating Report was prepared solely for the purpose of complying with the monthly reporting requirements of, and is in a format acceptable to, the Office of the United States Trustee, Southern District of New York, and it should not be relied upon for investment purposes. The Monthly Operating Report is limited in scope and covers a limited time period. The financial information that it contains is unaudited.
     The financial statements in the Monthly Operating Report are not prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The Monthly Operating Report presents condensed financial information of Dana and its debtor and non-debtor subsidiaries, with Dana Credit Corporation (DCC) accounted for on an equity basis, rather than on a consolidated basis as required by GAAP.
     Readers should not place undue reliance upon the financial information in the Monthly Operating Report, as there can be no assurance that such information is complete. The Monthly Operating Report may be subject to revision. The information in the Monthly Operating Report should not be viewed as indicative of future results.
     Additional information about Dana’s filing under the Bankruptcy Code, including access to court documents and other general information about the Chapter 11 cases, is available online at http://www.dana.com/reorganization.
     The Monthly Operating Report is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
     
Exhibit No.   Description
 
   
99.1
  Dana Corporation’s Monthly Operating Report for the Month of August 2007 (furnished but not filed)

2


 

Signatures
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
             
    Dana Corporation    
         
 
  (Registrant)    
 
           
Date:  September 28, 2007
  By:    /s/ Kenneth A. Hiltz    
         
    Kenneth A. Hiltz    
    Chief Financial Officer    

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

4

EX-99.1
 

Exhibit 99.1
JONES DAY
222 East 41st Street
New York, New York 10017
Telephone: (212) 326-3939
Facsimile: (212) 755-7306
Corinne Ball (CB 8203)
Richard H. Engman (RE 7861)
JONES DAY
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Telephone: (216) 586-3939
Facsimile: (216) 579-0212
Heather Lennox (HL 3046)
Carl E. Black (CB 4803)
Ryan T. Routh (RR 1994)
JONES DAY
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309-3053
Telephone: (404) 521-3939
Facsimile: (404) 581-8330
Jeffrey B. Ellman (JE 5638)
Attorneys for Debtors
 and Debtors in Possession
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
         
 
 
       
 
  :    
 
  :   Chapter 11
 
  :    
 
  :   Case No. 06-10354 (BRL)
In re
  :    
Dana Corporation, et al.,
  :   (Jointly Administered)
Debtors.          
  :    
 
  :    
 
 
       
MONTHLY OPERATING REPORT FOR DANA CORPORATION
AND ITS AFFILIATED DEBTORS FOR THE MONTH OF AUGUST 2007

 


 

     
UNITED STATES BANKRUPTCY COURT
   
SOUTHERN DISTRICT OF NEW YORK JUDGE:
   
Burton R. Lifland
   
 
   
 
  CASE NO: 06-10354 (BRL)
 
  CHAPTER 11
DANA CORPORATION, ET AL. (1)
MONTHLY OPERATING REPORT
PERIOD COVERED: August 1, 2007 — August 31, 2007
             
DEBTORS’ ADDRESS:       MONTHLY DISBURSEMENTS:
 
  4500 Dorr Street       $           413 million
 
           
 
  Toledo, OH 43615        
 
           
 
           
DEBTORS’ ATTORNEY:       MONTHLY NET LOSS:
 
  Jones Day       $           (103) million
 
           
 
  222 East 41st Street        
 
           
 
  New York, NY 10017        
 
           
 
           
REPORT PREPARER:        
 
           
/s/ Kenneth A. Hiltz       CHIEF FINANCIAL OFFICER
         
SIGNATURE OF REPORT PREPARER       TITLE
 
           
KENNETH A. HILTZ       September 28, 2007
         
PRINTED NAME OF REPORT PREPARER       DATE
The report preparer, having reviewed the attached report and being familiar with the Debtors’ financial affairs, verified under the penalty of perjury that the information contained therein is complete, accurate and truthful to the best of his knowledge. (2)
 
(1)   See next page for a listing of Debtors by case number.
 
(2)   All amounts herein are unaudited and subject to revision.

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In re Dana Corporation, et al.
Reporting Period: August 1, 2007 — August 31, 2007
     
Debtors:   Case Number:
Dana Corporation
  06-10354
Dakota New York Corp
  06-10351
Brake Systems, Inc.
  06-10355
BWDAC, Inc.
  06-10357
Coupled Products, Inc.
  06-10359
Dana Atlantic, LLC
  06-10360
Dana Automotive Aftermarket, Inc.
  06-10362
Dana Brazil Holdings I, LLC
  06-10363
Dana Brazil Holdings, LLC
  06-10364
Dana Information Technology, LLC
  06-10365
Dana International Finance, Inc.
  06-10366
Dana International Holdings, LLC.
  06-10367
Dana Risk Management Services, Inc.
  06-10368
Dana Technology, Inc.
  06-10369
Dana World Trade Corporation
  06-10370
Dandorr L.L.C.
  06-10371
Dorr Leasing Corporation
  06-10372
DTF Trucking, Inc.
  06-10373
Echlin-Ponce, Inc.
  06-10374
EFMG, LLC
  06-10375
EPE, Inc.
  06-10376
ERS, LLC
  06-10377
Flight Operations, Inc.
  06-10378
Friction, Inc.
  06-10379
Friction Materials, Inc.
  06-10380
Glacier Vandervell, Inc.
  06-10381
Hose & Tubing Products, Inc.
  06-10382
Lipe Corporation
  06-10383
Long Automotive, LLC
  06-10384
Long Cooling, LLC
  06-10385
Long USA, LLC
  06-10386
Midland Brake, Inc.
  06-10387
Prattville Mfg, Inc.
  06-10388
Reinz Wisconsin Gasket, LLC
  06-10390
Spicer Heavy Axle & Brake, Inc.
  06-10391
Spicer Heavy Axle Holdings, Inc.
  06-10392
Spicer Outdoor Power Equipment Components
  06-10393
Torque-Traction Integration Technologies, LLC
  06-10394
Torque-Traction Manufacturing Technologies, LLC
  06-10395
Torque-Traction Technologies, LLC
  06-10396
United Brake Systems, Inc.
  06-10397
Case Number: 06-10354 (BRL) (Jointly Administered)

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DANA CORPORATION, ET AL.
MONTHLY OPERATING REPORT
August 2007
Index
         
    Page  
 
       
Financial Statements
       
Condensed Statement of Operations with Dana Credit Corporation (DCC) on an Equity Basis (Unaudited) - - Month and Eight Months Ended August 31, 2007
    4  
Condensed Balance Sheet with DCC on an Equity Basis (Unaudited) – August 31, 2007
    5  
Condensed Statement of Cash Flows with DCC on an Equity Basis (Unaudited) – Month and Eight Months Ended August 31, 2007
    6  
 
       
Notes to Monthly Operating Report
       
 
       
Note 1. Basis of Presentation
    7  
Note 2. Reorganization Proceedings
    8  
Note 3. Financing
    11  
Note 4. Liabilities Subject to Compromise
    13  
Note 5. Reorganization Items
    13  
Note 6. Post-petition Accounts Payable
    14  
 
       
Schedules
       
 
       
Schedule 1. Cash Disbursements by Debtors
    15  
Schedule 2. Payroll Taxes Paid
    16  
Schedule 3. Post-petition Sales, Use and Property Taxes Paid
    17  
Other Information
     While Dana Corporation (Dana) continues its reorganization under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code), investments in Dana securities are highly speculative. Although shares of Dana common stock continue to trade on the OTC Bulletin Board under the symbol “DCNAQ,” the opportunity for any recovery by shareholders under a confirmed plan of reorganization is uncertain. If the Debtors’ Joint Plan of Reorganization (the Plan) that was filed with the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) on August 31, 2007, is ultimately confirmed, Dana’s common shares will be cancelled and shareholders with allowed interests will be entitled to a pro rata share of the assets, if any, that remain in a reserve established for disputed unsecured claims after the holders of certain allowed claims have been paid in full, with interest. There is no assurance that the Plan will be adopted or, if it is, that there will be any residual assets left for the benefit of former holders of Dana common stock in the reserve established for disputed unsecured claims.
Case Number: 06-10354 (BRL) (Jointly Administered)

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DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF OPERATIONS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
                 
    Month Ended     Year to Date  
    August 31, 2007     August 31, 2007  
    (in millions)     (in millions)  
Net sales
  $ 739     $ 5,832  
Costs and expenses
               
Cost of sales
    698       5,513  
Selling, general and administrative expenses
    28       237  
Realignment charges
    6       163  
Other income, net
    10       81  
 
           
Income from operations
    17        
Interest expense (contractual interest of $21 in August and $133 year to date)
    11       60  
Reorganization items, net
    110       197  
 
           
Loss before income taxes
    (104 )     (257 )
Income tax expense
    6       29  
Minority interest expense
    1       9  
Equity in earnings of affiliates
    1       27  
 
           
Loss from continuing operations
    (110 )     (268 )
Income (loss) from discontinued operations
    7       (49 )
 
           
Net loss
  $ (103 )   $ (317 )
 
           
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

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DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED BALANCE SHEET
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
         
    August 31, 2007  
    (in millions)  
Assets
       
Current assets
       
Cash and cash equivalents
  $ 1,071  
Accounts receivable
       
Trade
    1,311  
Other
    309  
Inventories
    822  
Assets of discontinued operations
    85  
Other current assets
    141  
 
     
Total current assets
    3,739  
Investments in equity affiliates
    435  
Property, plant and equipment, net
    1,713  
Other noncurrent assets
    991  
 
     
Total assets
  $ 6,878  
 
     
Liabilities and shareholders’ deficit
       
Current liabilities
       
Debtor-in-possession financing
  $ 900  
Notes payable, including current portion of long-term debt
    66  
Accounts payable
    1,080  
Liabilities of discontinued operations
    39  
Other accrued liabilities
    822  
 
     
Total current liabilities
    2,907  
Liabilities subject to compromise
    4,067  
Other non-current liabilities
    472  
Long-term debt
    13  
Minority interest in consolidated subsidiaries
    92  
 
     
Total liabilities
    7,551  
Shareholders’ deficit
    (673 )
 
     
Total liabilities and shareholders’ deficit
  $ 6,878  
 
     
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

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DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF CASH FLOWS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
                 
    Month Ended     Year to Date  
    August 31, 2007     August 31, 2007  
    (in millions)     (in millions)  
Operating activities
               
Net loss
  $ (103 )   $ (317 )
Depreciation and amortization
    23       184  
Loss (gain) on sale of businesses
    7       (8 )
Non-cash portion of U.K. pension charge
            60  
Increase in working capital
    (75 )     (103 )
Unremitted equity in earnings of affiliates
    (1 )     (27 )
Contract rejections and claim settlements
    106       125  
Other
    10     (41 )
 
           
Net cash flows used for operating activities
    (33 )     (127 )
 
           
 
               
Investing activities
               
Purchases of property, plant and equipment
    (26 )     (135 )
Proceeds from sale of assets
    18       390  
Other
    9       4  
 
           
Net cash flows provided by investing activities
    1       259  
 
           
 
               
Financing activities
               
Net change in short-term debt
    25       34  
Proceeds from DIP Credit Agreement
            200  
 
           
Net cash flows provided by financing activities
    25       234  
 
           
 
               
Net increase (decrease) in cash and cash equivalents
    (7 )     366  
Cash and cash equivalents — beginning of period
    1,078       705  
 
           
Cash and cash equivalents — end of period
  $ 1,071     $ 1,071  
 
           
The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)

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DANA CORPORATION, ET AL.
DEBTOR IN POSSESSION
NOTES TO MONTHLY OPERATING REPORT
(Dollars in millions)
Note 1. Basis of Presentation
General
     Dana and its consolidated subsidiaries are a leading supplier of axle, driveshaft, engine, structural, sealing and thermal products. Dana designs and manufactures products for every major vehicle producer in the world and is focused on being an essential partner to its automotive, commercial truck and off-highway vehicle customers.
     On March 3, 2006 (the Filing Date), Dana and forty of its wholly-owned domestic subsidiaries (collectively, the Debtors) filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. These Chapter 11 cases are being administered jointly under Case Number 06-10354 (BRL) and are collectively referred to as the “Bankruptcy Cases.” A listing of the Debtors and their respective case numbers is set forth at the beginning of this Monthly Operating Report. Neither DCC and its subsidiaries nor any of Dana’s non-U.S. subsidiaries are Debtors. See Note 2 for more information about the reorganization proceedings.
     This Monthly Operating Report has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Bankruptcy Cases and is in a format acceptable to the Office of the United States Trustee for the Southern District of New York (the U.S. Trustee) and to the lenders under the DIP Credit Agreement which is discussed in Note 3. The financial information contained herein is limited in scope and covers a limited time period. Moreover, such information is unaudited and, as discussed below, is not prepared in accordance with accounting principles generally accepted in the United States (GAAP). Accordingly, this Monthly Operating Report should not be used for investment purposes.
Accounting Requirements
     The condensed financial statements herein have been prepared in accordance with the guidance in American Institute of Certified Public Accountants Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” (SOP 90-7), which is applicable to companies operating under Chapter 11. SOP 90-7 generally does not change the manner in which financial statements are prepared. However, it does require that the financial statements for periods subsequent to the filing of the Chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business.
Financial Statements Presented
     The unaudited condensed financial statements and supplemental information contained herein present the condensed financial information of Dana and its Debtor and non-Debtor subsidiaries with DCC accounted for on an equity basis. Accordingly, intercompany transactions with DCC have not been eliminated in these financial statements and amounts owed are presented as intercompany loans and payables. This presentation of condensed Dana financial statements with DCC on an equity basis, while consistent in format with the financial information required to be provided to the lenders under the DIP Credit Agreement and acceptable to the U.S.
Case Number: 06-10354 (BRL) (Jointly Administered)

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Trustee, does not conform to GAAP, which requires that DCC and its subsidiaries be consolidated along with Dana’s other majority-owned subsidiaries.
     For consolidated financial statements for Dana and its consolidated subsidiaries prepared in conformity with GAAP and the notes thereto, see Dana’s Annual Report on Form 10-K for the year ended December 31, 2006 (the 2006 Form 10-K) and Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2007, which have been filed with the U.S. Securities and Exchange Commission (the SEC).
     The condensed statement of operations and cash flows presented herein are for the month and the eight months ended August 31, 2007. “Schedule 1. Cash Disbursements by Debtors” contains further information regarding cash disbursements made by each of the Debtors during the post-petition period of August 1, 2007 to August 31, 2007.
     The condensed financial statements presented herein with DCC accounted for on an equity basis have been derived from Dana’s internal books and records. They include normal recurring adjustments and adjustments that are consistent with those made for financial statements prepared in accordance with GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.
     The financial information used in the preparation of this report was not subjected to the procedures customarily applied in the preparation of Dana’s quarterly financial information prepared in accordance with GAAP. Accordingly, the financial information herein is subject to change and any such change could be material. The results of operations in this report are not necessarily indicative of results which may be expected for any other period or the full year and may not be representative of Dana’s consolidated results of operations, financial position and cash flows in the future.
Note 2. Reorganization Proceedings
     The Debtors are managing their businesses in the ordinary course as debtors in possession, subject to the supervision of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.
     Official committees of the Debtors’ unsecured creditors and retirees not represented by unions have been appointed in the Bankruptcy Cases and, in accordance with the provisions of the Bankruptcy Code, have the right to be heard on all matters that come before the Bankruptcy Court. The Debtors are required to bear certain of the committees’ costs and expenses, including those of their counsel and other professional advisors. An official committee of Dana’s equity security holders was also appointed and subsequently disbanded.
     The Debtors have received approval from the Bankruptcy Court to pay or otherwise honor certain of their pre-petition obligations, subject to certain restrictions, including employee wages, salaries, certain benefits and other employee obligations; claims of foreign vendors and certain suppliers that are critical to the Debtors’ continued operation; and certain customer program and warranty claims.
Case Number: 06-10354 (BRL) (Jointly Administered)

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     Under the Bankruptcy Code, the Debtors have the right to assume or reject executory contracts (i.e., contracts that are to be performed by both contract parties after the Filing Date) and unexpired leases, subject to Bankruptcy Court approval and other limitations. In this context, “assuming” executory contracts or unexpired leases generally means that the Debtors will agree to perform their obligations and cure certain existing defaults under the contracts or leases and “rejecting” them means that the Debtors will be relieved of their obligations to perform further under the contracts or leases, which may give rise to unsecured pre-petition claims for damages for the breach thereof. Since the Filing Date, the Bankruptcy Court has authorized the Debtors to assume or reject certain unexpired leases and executory contracts. The Plan addresses the proposed treatment of outstanding unexpired leases and executory contracts upon the Debtors’ emergence from bankruptcy.
     The Debtors have filed schedules of assets and liabilities existing on the Filing Date, including certain amendments to the initial schedules, with the Bankruptcy Court. The Bankruptcy Court established September 21, 2006 as the general bar date (the date by which most entities that wished to assert a pre-petition claim against a Debtor had to file a proof of claim in writing). Asbestos-related personal injury claimants, as well as certain other categories of claimants, were not required to file proofs of claim by the general bar date. The Debtors continue to process, evaluate, investigate and reconcile the claims that were submitted. The Debtors have objected to thousands of claims to date and expect to file additional claim objections with the Bankruptcy Court. Pre-petition claims are recorded as liabilities subject to compromise. See Note 4 for more information about liabilities subject to compromise. The Plan addresses the proposed treatment of outstanding claims upon emergence. Under the Plan, the Debtors propose that asbestos-related personal injury claims be reinstated upon emergence and that the reorganized Debtors will defend, settle and resolve such pending and future claims in the ordinary course of business.
     The Bankruptcy Court has entered an order establishing procedures for trading in claims and equity securities which is designed to protect the Debtors’ potentially valuable tax attributes (such as net operating loss carryforwards). Under the order, holders or acquirers of 4.75% or more of Dana stock are subject to certain notice and consent procedures prior to acquiring or disposing of Dana common shares. Holders of claims against the Debtors that would entitle them to more than 4.75% of the common shares of reorganized Dana under a confirmed plan of reorganization utilizing the tax benefits provided under Section 382(l)(5) of the Internal Revenue Code may be subject to a requirement to sell down the excess claims if necessary to implement such a plan of reorganization. The Plan contemplates utilizing tax benefits under Section 382(l)(6) of the Internal Revenue Code.
     With Bankruptcy Court approval, the Debtors have entered into (i) settlement agreements with their two largest U.S. unions providing terms for settling all outstanding issues with these unions related to the Bankruptcy Cases; (ii) a plan support agreement setting out the terms under which these unions, Centerbridge Capital Partners, L.P. (Centerbridge), and certain unsecured creditors will support the Debtors’ plan of reorganization; and (iii) an investment agreement providing for Centerbridge to purchase $250 in Series A convertible preferred shares of reorganized Dana, with qualified creditors of the Debtors having an opportunity to purchase $500 in Series B convertible preferred shares and Centerbridge agreeing to purchase up to $250 of the Series B preferred shares that are not purchased by the qualified creditors. Under these agreements, if a plan of reorganization for the Debtors does not become effective by February 28, 2008, individual supporting creditors may withdraw their support and if it does not become effective by May 1, 2008, the plan support agreement will expire.
Case Number: 06-10354 (BRL) (Jointly Administered)

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     The Debtors filed the Plan and the related Disclosure Statement with the Bankruptcy Court on August 31, 2007. Copies of these documents, which are subject to the review and approval of the Bankruptcy Court, are contained in a Current Report on Form 8-K that Dana filed with the SEC on September 4, 2007. The Plan describes the anticipated organization, operations and financing of reorganized Dana if the Plan is approved by the Bankruptcy Court and becomes effective. Among other things, the Plan incorporates the Debtors’ commitments under the union settlement agreements and Centerbridge investment agreement discussed above. Certain provisions of the Plan are the subject of continuing negotiation among the Debtors and various parties, have not been fully agreed upon, and may be modified. The Disclosure Statement contains certain information about the Debtors’ pre-petition operating and financial history, the events leading up to the commencement of the Bankruptcy Cases, and significant events that have occurred during the Bankruptcy Cases. The Disclosure Statement also describes the terms and provisions of the Plan, including certain effects of confirmation of the Plan; certain risk factors associated with securities to be issued under the Plan; certain alternatives to the Plan; the manner in which distributions will be made under the Plan; and the confirmation process and the voting procedures that holders of claims and interests entitled to vote under the Plan must follow for their votes to be counted. The Bankruptcy Court has scheduled a hearing on October 23, 2007 to determine whether the Disclosure Statement contains sufficient information to enable those persons who are entitled to vote on the Plan to make a decision on how to vote.
     Pursuant to procedures established by the Bankruptcy Court to be followed by any qualified potential investor interested in exploring a proposal that would be an alternative to the Centerbridge investment, Appaloosa Management, L.P. has delivered an offer for an alternative investment to the Debtors and the Official Committee of Unsecured Creditors in the Bankruptcy Cases. Dana has reviewed and considered this offer, as contemplated by the alternative proposal procedures. Discussions among the various parties and constituents are ongoing.
Taxes
     Income taxes are accounted for in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Current and deferred income tax assets and liabilities are recognized based on events which have occurred and are measured by the enacted tax laws. Based on a history of losses in the U.S. and near-term prospects for continued losses, Dana established a 100% valuation allowance against its U.S. federal deferred tax assets in 2005. Deferred tax assets resulting from subsequent U.S. losses have been offset by increases in the valuation allowances, effectively eliminating the benefit of those losses. Similar valuation allowances are recorded in other countries, most notably the U.K., where, based on the profit outlook, realization of the deferred taxes does not satisfy the more likely than not recognition criterion.
     The Debtors have received Bankruptcy Court approval to pay pre-petition sales, use and certain other taxes in the ordinary course of their businesses. The Debtors believe that they have paid all taxes when due from and after the Filing Date, other than those taxes that they have been unable to pay due to the commencement of the Bankruptcy Cases. See “Schedule 2. Payroll Taxes Paid” and “Schedule 3. Post-petition Sales, Use and Property Taxes Paid” for information regarding taxes paid. The Debtors believe that all tax returns are being prepared and filed when due, or extended as necessary, and that they are paying all post-petition taxes as they become due or obtaining extensions for the payment thereof.
Case Number: 06-10354 (BRL) (Jointly Administered)

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Note 3. Financing
DIP Credit Agreement
     Dana, as borrower, and its Debtor U.S. subsidiaries, as guarantors, are parties to a Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the DIP Credit Agreement) with Citicorp North America, Inc., as agent, initial lender and an issuing bank, and with Bank of America, N.A. and JPMorgan Chase Bank, N.A., as initial lenders and issuing banks. The DIP Credit Agreement, as amended, has been approved by the Bankruptcy Court. The aggregate amount of the facility is presently $1,550, including a $650 revolving credit facility (of which $400 is available for the issuance of letters of credit) and a $900 term loan facility. For a discussion of the terms of the DIP Credit Agreement, see Note 10 to the consolidated financial statements in Item 8 of the 2006 Form 10-K.
     In January 2007, Dana borrowed $200 under the term loan facility bringing the total borrowed under the facility to $900. Based on its borrowing base collateral, Dana had availability under the DIP Credit Agreement at August 31, 2007 of $249 after deducting the $100 minimum availability requirement and $230 for outstanding letters of credit.
     The DIP Credit Agreement currently requires Dana and its consolidated subsidiaries to maintain a rolling 12-month cumulative EBITDAR (earnings before interest, taxes, depreciation, amortization, restructuring and reorganization charges and other items, as defined in the DIP Credit Agreement) at specified levels as of the last day of each calendar month. The EBITDAR requirement for the period ended August 31, 2007 was $200 and actual EBITDAR for that period was $366, calculated as follows:
EBITDAR Calculation
                 
    September 1, 2006 to     Year to Date  
    August 31, 2007     August 31, 2007  
    (in millions)     (in millions)  
Net loss
  $ (843 )   $ (317 )
Plus -
               
Interest expense
    81       60  
Income tax expense
    89       29  
Depreciation and amortization expense
    278       184  
Asset impairment
    70          
Goodwill impairment
    46          
Realignment charges
    243       163  
Reorganization items, net
    219       197  
Loss from discontinued operations
    137       49  
Minority interest
    13       9  
Less -
               
Equity in earnings (loss) of affiliates
    (87 )     27  
Non-recurring items
    12       17  
Interest income
    42       29  
 
               
 
           
EBITDAR
  $ 366     $ 301  
 
           
Case Number: 06-10354 (BRL) (Jointly Administered)

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     In April 2007, certain of Dana’s U.K. subsidiaries settled their continuing pension plan obligations through a cash payment of $93 and the transfer of a 33% equity interest in Dana’s remaining U.K. axle and driveshaft operating businesses for the benefit of the plan participants. As a result of this pension settlement, realignment charges in the above table include $136 for the first eight months of 2007 and loss from discontinued operations includes $17 for the same period.
     For Annual Incentive Plan (AIP) purposes, a definition of EBITDAR is used that excludes certain items included in the above definition. The year-to-date EBITDAR for AIP purposes as of August 31, 2007 was $292.
Canadian Credit Agreement
     In June 2006, Dana Canada Corporation (Dana Canada), as borrower, and certain of its Canadian affiliates, as guarantors, entered into a Credit Agreement (the Canadian Credit Agreement) with Citibank Canada as agent, initial lender and an issuing bank, and with JPMorgan Chase Bank, N.A., Toronto Branch and Bank of America, N.A., Canada Branch, as initial lenders and issuing banks. The Canadian Credit Agreement provides a $100 revolving credit facility, of which $5 is available for the issuance of letters of credit. At August 31, 2007, based on Dana Canada’s borrowing base collateral, it had availability of $55 after deducting the $20 minimum availability requirement and $2 for currently outstanding letters of credit. Dana Canada had no borrowings under this agreement at August 31, 2007.
European Receivables Loan Facility
     In July 2007, certain of Dana’s non-Debtor European subsidiaries entered into definitive agreements to establish a five-year accounts receivable securitization facility under which the euro equivalent of approximately $225 in financing is available to them. Under the agreements, these subsidiaries may, directly or indirectly, sell certain receivables to a special purpose limited liability company incorporated in Ireland, which will pay for the receivables with the proceeds of (i) loans from GE Leveraged Loans Limited (GE) and other lenders and (ii) subordinated loans from another Dana subsidiary. The purchased accounts receivable are included in Dana’s consolidated financial statements (because the special purpose company does not meet certain accounting requirements for treatment as a “qualifying special purpose entity” under GAAP and the sellers retain control of the assets that secure the loans), as are the loans to the special purpose company from GE and the participating lenders. The sales of the accounts receivable and the subordinated loans are eliminated in consolidation. The proceeds from the sales of the transferred receivables will principally be reinvested in Dana’s European businesses, including the repayment of intercompany debt. Borrowings under this facility totaled $29 at August 31, 2007.
Case Number: 06-10354 (BRL) (Jointly Administered)

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Note 4. Liabilities Subject to Compromise
     As a result of the Chapter 11 filings, the Debtors’ pre-petition indebtedness is subject to compromise or other treatment under a plan of reorganization. SOP 90-7 requires that pre-petition liabilities subject to compromise be reported at the amounts expected to be allowed as claims, even if they may ultimately be settled for different amounts. The amounts currently classified as liabilities subject to compromise represent Dana’s estimate of known or potential pre-petition claims to be addressed in connection with the Bankruptcy Cases and include the liabilities subject to compromise of discontinued operations. Such claims remain subject to future adjustments resulting from, among other things, negotiations with creditors, rejection of executory contracts and unexpired leases and orders of the Bankruptcy Court.
     The amount of liabilities subject to compromise reported herein was $4,067 at August 31, 2007. This amount includes an intercompany payable to DCC of $325 (the DCC Claim) which is not eliminated under this basis of presentation. In addition, substantially all of the Debtors’ pre-petition debt is in default due to the bankruptcy filing and Debtors’ pre-petition debt of $1,585 is also included in liabilities subject to compromise. The Plan addresses the proposed treatment of the Debtor’s pre-petition debt and the DCC Claim.
     At the Filing Date, in accordance with SOP 90-7, Dana discontinued recording interest expense on debt classified as liabilities subject to compromise. Contractual interest on all debt, including the portion classified as liabilities subject to compromise, amounted to $21 and $133 for the one month and eight months ended August 31, 2007.
Note 5. Reorganization Items
     SOP 90-7 requires that reorganization items, such as professional fees directly related to the process of reorganizing under Chapter 11 and adjustments to the carrying value of certain pre-petition liabilities to their estimated allowable claim amounts, be reported separately. The Debtors’ reorganization expense items for the month of August 2007 consisted of professional fees and contract rejection damages, partially offset by interest income. Contract rejection damages for August included a general, unsecured, non-priority claim of $90 allowed under a previously reported settlement agreement with Sypris Solutions, Inc. (Sypris). The settlement amount, which primarily covers damages alleged by Sypris in connection with renegotiation of existing supply agreements, is recorded in liabilities subject to compromise.
Case Number: 06-10354 (BRL) (Jointly Administered)

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     Pursuant to orders of the Bankruptcy Court, professionals retained by the Debtors and by the official statutory committees appointed in the Bankruptcy Cases are entitled to receive payment for their fees and expenses on a monthly basis, subject to compliance with certain procedures established by the Bankruptcy Code and orders of the Bankruptcy Court. In some cases, the professionals retained by the Debtors in the Bankruptcy Cases are also providing services to the Debtors’ non-Debtor subsidiaries and are being paid for such services by the non-Debtor subsidiaries. With respect to the Debtors’ foreign non-Debtor subsidiaries, payments for services to these entities in U.S. dollars are being made by the Debtors and reimbursed by the foreign non-Debtor subsidiaries through the ordinary course netting process established under the Debtors’ consolidated cash management system. In addition, under the terms of the DIP Credit Agreement, the Debtors are obligated to reimburse the lenders for the fees and expenses of their professionals. The Debtors are making the required payments to such professionals, as described above, and believe they are current with regard to such payments.
Note 6. Post-petition Accounts Payable
     The Debtors believe that all undisputed post-petition accounts payable have been and are being paid under agreed payment terms and the Debtors intend to continue paying all undisputed post-petition obligations as they become due. See “Schedule 1. Cash Disbursements by Debtors” for post-petition disbursements in August 2007.
Case Number: 06-10354 (BRL) (Jointly Administered)

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In re Dana Corporation, et al.    
Reporting Period: August 1, 2007 — August 31, 2007   Schedule 1
Cash Disbursements by Debtors    
(Dollars in 000s)    
                 
            August 2007  
Petitioning Entities:   Case Number:     Disbursements  
Dana Corporation
    06-10354     $ 412,267  
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       266  
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       189  
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       2  
Hose & Tubing Products, Inc.
    06-10382          
Lipe Corporation
    06-10383          
Long Automotive, LLC
    06-10384          
Long Cooling, LLC
    06-10385          
Long USA, LLC
    06-10386          
Midland Brake, Inc.
    06-10387          
Prattville Mfg, Inc.
    06-10388          
Reinz Wisconsin Gasket, LLC
    06-10390       1  
Spicer Heavy Axle & Brake, Inc.
    06-10391          
Spicer Heavy Axle Holdings, Inc.
    06-10392          
Spicer Outdoor Power Equipment Components
    06-10393          
Torque-Traction Integration Technologies, LLC
    06-10394          
Torque-Traction Manufacturing Technologies, LLC
    06-10395       103  
Torque-Traction Technologies, LLC
    06-10396          
United Brake Systems, Inc.
    06-10397          
 
             
Total Cash Disbursements
          $ 412,828 (a)
 
             
 
(a)   Total disbursements may include certain payments made by the Debtors on behalf of non-Debtors pursuant to their cash management order. Disbursements are actual cash disbursements incurred for the month.
Case Number: 06-10354 (BRL) (Jointly Administered)

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In re Dana Corporation, et al.   Schedule 2
Reporting Period: August 1, 2007 — August 31, 2007    
Payroll Taxes Paid    
     
(Dollars in 000s)    
                 
FEDERAL               TOTALS
Liabilities incurred or withheld    
FIT   FICA-ER   FICA-EE   FUTA    
$9,290
 
$4,584
 
$4,584
 
$—
 
$18,458
                 
Deposits released and pending    
FIT   FICA-ER   FICA-EE   FUTA    
$(9,290)
 
$(4,584)
 
$(4,584)
 
$—
 
$(18,458)
                 
STATE           TOTALS
Liabilities incurred or withheld    
SIT   SUI-ER   SUI-EE   SDI-EE    
$2,219
 
$—
 
$—
 
$7
 
$2,227
                 
Deposits released and pending    
SIT   SUI-ER   SUI-EE   SDI-EE    
$(2,219)
 
$—
 
$—
 
$(7)
 
$(2,227)
                 
LOCAL               TOTALS
Liabilities incurred or withheld    
CIT                
$536
 
 
 
 
 
 
 
$536
                 
Deposits released and pending    
CIT                
$(536)
 
 
 
 
 
 
 
$(536)
Case Number: 06-10354 (BRL) (Jointly Administered)

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In re Dana Corporation, et al.   Schedule 3
Reporting Period: August 1, 2007 — August 31, 2007    
Post-petition Sales, Use and Property Taxes Paid    
(Dollars in 000s)
                 
Tax Authority   State   Type of Tax   Taxes Paid  
 
Bronson City Treasurer
  MO   Property     (A )
Boyle County Tax Administrator
  KY   Miscellaneous     (A )
City of Auburn Hills
  MI   Property     313  
City of Crossville
  TN   Property     18  
City of Glasgow
  KY   Property     2  
City of St. Clair
  MI   Property     80  
Commonwealth of Pennsylvania
  PA   Miscellaneous     18  
Daviess County Sheriff
  KY   Property     14  
Escambia County Tax Collector
  FL   Property     235  
Florida Dept of Revenue
  FL   Sales/use     3  
Garland Independent School District
  TX   Property     133  
Harrison County Treasurer
  TX   Property     28  
Illinois Dept of Revenue
  IL   Sales/use     1  
Indiana Dept of Revenue
  IN   Sales/use     15  
Iredell County Tax Collector
  TN   Property     121  
Kentucky Dept of Revenue
  KY   Sales/use     63  
King County Treasurer
  WA   Property     13  
Lucas County Treasurer
  OH   Property     44  
Maumee City Schools
  OH   Property     45  
Michigan Dept of Treasury
  MI   Sales/use     17  
Missouri Dept of Revenue
  MO   Sales/use     11  
New York State Tax Commission
  NY   Income     1  
Ohio State Treasurer
  OH   Commercial Activity     256  
Ohio State Treasurer
  OH   Sales/use     81  
Pennsylvania Dept of Revenue
  PA   Sales/use     (A )
Pottstown Tax Collector
  PA   Property     96  
South Carolina Dept of Revenue
  SC   Sales/use     1  
Southfield Township Treasurer
  MI   Property     (A )
State of Michigan
  MI   Miscellaneous     27  
Tennessee Dept of Revenue
  TN   Sales/use     26  
Texas Comptroller
  TX   Sales/use     4  
United States Treasury
      Miscellaneous     1  
Village of Bingham Farms
  MI   Property     (A )
Wood County Treasurer
  OH   Property     3  
Wisconsin Dept of Revenue
  WI   Sales/use     1  
Wyandot County Treasurer
  OH   Property     116  
 
             
 
               
 
          $ 1,787  
 
             
 
(A) -   amount less than one thousand dollars
Case Number: 06-10354 (BRL) (Jointly Administered)

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