Dana Holding Corporation 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-4651
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Dana Corporation Employee Incentive and Savings Investment Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Dana Holding Corporation
4500 Dorr Street
Toledo, Ohio 43615
INDEX
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REQUIRED INFORMATION |
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3 |
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Financial Statements |
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5 |
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6 |
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Additional Information* |
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11 |
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12 |
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EXHIBITS |
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Exhibit 23 — Consent of Independent Registered Public Accounting Firm |
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| EX-23 |
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Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations
for Reporting and Disclosure under ERISA have been omitted because they are not applicable. |
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of the
Dana Corporation Employee Incentive and Savings Investment Plan
In
our opinion, the accompanying statements of net assets available for benefits and the related
statement of changes in net assets available for benefits present fairly, in all material respects,
the net assets available for benefits of the Dana Corporation Employee Incentive and Savings
Investment Plan (the “Plan”) at December 31, 2007 and 2006, and the changes in net assets available
for benefits for the year ended December 31, 2007 in conformity with accounting principles
generally accepted in the United States of America. These financial statements are the
responsibility of the Plan’s management. Our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these statements in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by the Plan’s management, and evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets held at end of year is presented for the
purpose of additional analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor’s Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental
schedule is the responsibility of the Plan’s management. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
Detroit, Michigan
June 23, 2008
3
Dana Corporation Employee Incentive and Savings Investment Plan
Statements of Net Assets Available For Benefits
(Amounts in Thousands)
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December 31, |
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2007 |
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2006 |
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Assets: |
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Investments, at fair value |
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$ |
39,763 |
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$ |
49,475 |
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Employee contributions receivable |
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— |
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63 |
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Employer contributions receivable |
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— |
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6 |
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Net assets available for benefits |
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$ |
39,763 |
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$ |
49,544 |
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The accompanying notes are an integral part of the financial statements.
4
Dana Corporation Employee Incentive and Savings Investment Plan
Statement of Changes In Net Assets Available For Benefits
For the Year Ended December 31, 2007
(Amounts in Thousands)
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Investment income: |
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Interest income from Money Market Fund |
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$ |
616 |
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Dividend income |
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1,818 |
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Net appreciation of investments |
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1,161 |
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Interest on employee loans |
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48 |
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Total investment income |
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3,643 |
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Contributions: |
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Employee contributions |
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442 |
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Employer contributions |
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92 |
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Total contributions |
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534 |
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Deductions: |
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Benefit payments |
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(13,797 |
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Administrative expenses |
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(29 |
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Total deductions |
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(13,826 |
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Net transfers out |
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(132 |
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Net decrease |
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(9,781 |
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Net assets available for benefits
at beginning of year |
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49,544 |
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Net assets available for benefits
at end of year |
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$ |
39,763 |
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The accompanying notes are an integral part of the financial statements.
5
Notes to Financial Statements
| 1. |
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Description of the Plan |
General
The Dana Corporation Employee Incentive and Savings Investment Plan (the Plan) is a
contributory defined contribution employee benefit plan which is subject to the provisions
of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
The Plan was established by Echlin Inc. (Echlin), effective as of January 1, 1984, to
provide benefits for all eligible employees of various participating divisions and
subsidiaries of Echlin, which subsequently became divisions and subsidiaries of Dana
Corporation (Prior Dana), as identified in the Plan. As a result of Prior Dana’s emergence
from bankruptcy under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code)
on January 31, 2008 (the Effective Date), Dana Holding Corporation (Dana) is the successor
registrant to Prior Dana pursuant to Rule 12g-3 under the Securities Exchange Act of 1934.
As a result, the Plan is now sponsored by Dana. With the exception of the liquidation of
the Dana Stock Fund described in more detail below, Dana made no changes to the Plan as a
result of its bankruptcy or its emergence from bankruptcy.
The terms “Dana”, “we,” “our,” and “us,” when used in this report with respect to the period
prior to Dana Corporation’s emergence from bankruptcy, are references to Prior Dana, and
when used with respect to the period commencing after Dana Corporation’s emergence as
described above, are references to Dana. These references include the subsidiaries of Prior
Dana or Dana, as the case may be, unless otherwise indicated or the context requires
otherwise.
The following is a brief description of the Plan. Participants should refer to the Plan
documents for more complete information.
Administration
The Administrator of the Plan is the Dana Holding Corporation Investment Committee, which
has delegated responsibility for day-to-day administration of the Plan to Dana Benefits
Services. The Vanguard Fiduciary Trust Co. (Vanguard) is the trustee of the Plan.
Participation
Each employee at a facility within a participating Dana division or subsidiary, as
stipulated in the Plan, who was hired prior to January 1, 2003, is eligible to participate
in the Plan unless he or she is employed as a member of a collective bargaining unit or as
an hourly employee at a facility that provides the Plan only to salaried employees. Since
December 31, 2002, no newly hired employees at the participating
facilities, other than
production employees at Dana’s Andrews, Indiana facility and production employees at the
divested Dallas, Texas facility have been eligible to become participants in this Plan,
but instead participate in the Dana Corporation SavingsWorks Plan. As a result of the sale
of both the Andrews, Indiana and Dallas, Texas facilities, no new participants were accepted
into the Plan in 2007.
Employee contributions
An eligible employee may elect to have up to 50% of his or her eligible compensation, as
defined in the Plan, contributed to his or her account, up to the maximum elective deferral
amount determined under Section 402(g) of the Internal Revenue Code (the Code).
Contributions for some participants may be further limited as a result of other Code
requirements. All employees who are eligible to make salary reductions under this Plan and
who have attained age 50 before the close of the Plan Year shall be eligible to make
catch-up contributions in accordance with, and subject to the limitations of, Code Section
414(v).
6
Employer contributions
Employer matching contributions were generally suspended for pay periods after October 31,
2005, as one of a number of measures taken by Dana in 2005 to improve the company’s
financial performance. However, employees covered by certain labor agreements continued to
receive the company match during 2007 equal to 30% of the first 3% of the compensation
contributed to the Plan by the employee and 10% of the next 3% of compensation contributed
by the employee.
Investments
Participants may elect to have their contributions and any related employer contributions
allocated to one or more of the investment vehicles maintained by Vanguard, including
equity and fixed income mutual funds.
Until January 1, 2000, participants could also elect to invest in the Dana Stock Fund, which
consisted primarily of Dana Corporation common stock. As of that date, this fund was closed
to new investments. When Dana emerged from bankruptcy effective January 31, 2008, the
common stock of Prior Dana held in the Dana Stock Fund was cancelled pursuant to the terms
of Dana’s Third Amended Joint and Consolidated Plan of Reorganization, dated October 23,
2007 (as it has been amended, modified, and supplemented, the “Plan of Reorganization”),
along with all other shares of Dana’s pre-emergence common stock. As a result, Dana
terminated the Dana Stock Fund effective January 31, 2008, and directed Vanguard to liquidate
the Dana Stock Fund, adjust the value of the participant account balances then invested in
the Dana Stock Fund to reflect these transactions, and transfer the remaining account
balances held in the Fund to the Vanguard Prime Money Market Fund. Investments in the Dana
Stock Fund at December 31, 2007 totaled $3 and net depreciation
of these investments amounted to $3,144 for the year ended December
31, 2007. The remaining loss on the investments will
be recognized in 2008.
Participant compensation deferral contributions are allocated to individual participant
accounts each pay period. Changes in the fair market value of investments and gains and
losses on the disposition of investments, and investment income are allocated to individual
participant accounts on a daily basis in proportion to their account
balance.
Vesting
and participant accounts
Participants are fully vested at all times in both the employee and employer contributions
and earnings thereon in their individual accounts. Allocations of earnings are based upon
the participants’ investment elections for their Plan account balances and the performance
of the various investment options. The benefit to which a participant is entitled is the
benefit that can be provided from the participants’ vested account balances.
Benefit payments upon normal retirement, disability, termination or death
In accordance with the Plan provisions, a participating employee who retires upon attaining
age 65 or becomes totally and permanently disabled is eligible to receive the full value of
his or her account in a lump sum.
Upon termination of employment, if the account balance is less than $1,000, it will be paid
automatically in a lump sum shortly after termination, and if the balance is between $1,000
and $5,000, it will be transferred to a Rollover IRA account at Vanguard as a direct
rollover unless the participant expressly requests a taxable lump sum payment. If the
account balance is $5,000 or more, the account balance may remain in the participant’s
account under the Plan until he or she attains the age of 70-1/2.
Upon a participant’s death, the participant’s account balance will be paid to his or her
beneficiary in a lump sum.
Participant
loans
The Plan may extend loans to participants with the approval of the Plan Administrator.
Participant loans may not be made for less than $1,000 or exceed the lesser of 50% of the
participant’s account balance or $50,000 minus the highest amount of outstanding balance of
loans to the participant for the previous 12-month period. The loan term may not be longer
than 60 months unless the loan is used to acquire a principal residence for which the term
is up to 10 years. Interest is charged on the loan at a rate equal to 1% above the “Prime
Rate” quoted by The Wall Street Journal under the “Money Rates” section at the time
7
the loan is granted. At December 31, 2007, such loans had interest rates ranging from 5.0%
to 9.5%, with due dates at various times through November 2014.
As participant loans are repaid through payroll deductions, the amounts are allocated to the
investment fund according to the participant’s most recent election with respect to current
contributions.
Plan termination
Although it has not expressed any intention to do so, Dana has the right to
terminate the Plan subject to ERISA. In the event of Plan termination, the value of the
participant accounts will be distributed as soon as practicable in accordance with the
uniform, nondiscriminatory rules established by the Plan Administrator.
| 2. |
|
Summary of Significant Accounting Policies |
Basis of accounting
The financial statements of the Plan have been prepared on the accrual basis of accounting
in accordance with accounting principles generally accepted in the United States of America
(GAAP) and applicable Department of Labor regulations under ERISA Section 103 governing plan
financial statements.
Expenses of the Plan
Generally, the expenses associated with the administration of the Plan are paid by Dana.
Loan origination and maintenance fees are paid by the loan fund participants. These fees
amounted to $29 for the year ended December 31, 2007.
Investment
valuation and income recognition
The Plan’s investments in mutual funds are stated at net asset value. Participant loans
are stated at face value, which approximates fair value, and consists of outstanding principal and any related
accrued interest.
Investments in the Dana Stock Fund are expressed in units, each representing undivided
fractional interests in the Dana common stock held in the Dana Stock Fund, which are
recorded at fair market value of the underlying assets. As discussed in Note 1, at the time
Dana emerged from its reorganization under Chapter 11 on January 31, 2008, the units in the
Dana Stock Fund were cancelled pursuant to the terms of the Plan of Reorganization and
related liquidation of the Dana Stock Fund.
The
Statement of Changes in Net Assets Available for Benefits presents the net appreciation
(depreciation) in the fair value of investments, reflecting realized gains and losses and the
unrealized appreciation (depreciation) on those investments.
Use of estimates
The preparation of financial statements in conformity with GAAP requires the Plan
Administrator to make estimates and assumptions that affect the reported amounts of net
assets available for benefits at the date of the financial statements and reported changes
in net assets available for benefits during the reporting period. Actual results could
differ from those estimates.
Risks and uncertainties
The Plan provides for various investment options in any combination of equity and fixed
income mutual funds and other investment securities, at the participant’s election.
Investment securities are exposed to various risks, such as interest rate, market and credit
risk. Due to the level of risk associated with certain investment securities and the level
of uncertainty related to changes in the value of investment securities, there can be no
assurance that changes in risks in the near term will not materially affect participants’
account balances and the assets available for benefits under the Plan.
New accounting pronouncements
In September 2006, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 157 (SFAS No. 157), “Fair Value Measurements.” SFAS No. 157
establishes a single
8
authoritative definition of fair value, sets out a framework for measuring fair value and
requires additional disclosures about fair value measurement. SFAS No. 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007. The Plan’s
management does not believe the adoption of SFAS No. 157 will have a material impact on the
reported amounts of net assets available for benefits.
Benefits are recorded when paid.
The Internal Revenue Service has determined and informed Dana by a
letter dated April 3, 2002 that the Plan and related trust are
tax-qualified in accordance with applicable sections of the Code. The
Plan has been amended since receiving the determination letter.
However, the Plan Administrator believes that the Plan is currently
designed and being operated in compliance with the applicable
requirements of the Code. Therefore, no provision for income taxes
has been included in the Plan’s financial statements.
Investments in the Dana Stock Fund consisted of 123,319 and 163,680
shares of Prior Dana common stock at December 31, 2007 and 2006.
Shares were purchased prior to January 1, 2000 in the open market at
fair market value or converted from shares of Echlin common stock held
by the predecessor Echlin Inc. Incentive and Savings Plan at the time
Dana acquired Echlin in 1998. Consequently, such share acquisitions
were permitted under the provisions of the Plan and were exempt from
prohibition of party-in-interest transactions under the Code and
ERISA.
In addition, certain Plan investments are shares of mutual funds managed by The
Vanguard Group, a company related to Vanguard.
The following table presents investments that represented 5% or more of the Plan’s net
assets at December 31, 2007 and 2006:
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December 31, |
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2007 |
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2006 |
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| (Amounts in thousands except share/unit information) |
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Vanguard PRIMECAP Fund,
200,278 and 272,029 shares, respectively |
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$ |
14,430 |
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$ |
18,756 |
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Vanguard International Growth Fund
111,172 and 102,510 shares, respectively |
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2,759 |
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2,446 |
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Vanguard Prime Money Market Fund,
10,785,553 and 12,586,949 shares, respectively |
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10,785 |
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12,587 |
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Vanguard Wellington Investment Fund,
98,793 and 129,609 shares, respectively |
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3,223 |
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4,203 |
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Vanguard 500 Index Investment Fund,
30,513 and 41,560 shares, respectively |
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4,124 |
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5,427 |
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Other
investments, comprised of other Vanguard Funds and
Participant loans, individually less than 5% of net assets |
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4,442 |
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6,056 |
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Total |
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$ |
39,763 |
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$ |
49,475 |
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9
During 2007, the Plan’s investments (including gains and losses on investments bought and
sold, as well as held during the year) appreciated (depreciated) in value by $1,161 as
follows:
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2007 |
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| (Amounts in thousands) |
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Mutual funds |
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$ |
4,305 |
|
Dana Corporation Common Stock |
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(3,144 |
) |
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$ |
1,161 |
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10
Dana Corporation Employee Incentive and Savings Investment Plan
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2007
(Amounts in Thousands)
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(b) |
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(c) |
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(d) |
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(e) |
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Description of |
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Number of |
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Current |
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Identity of Issue |
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Investment |
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Shares/Units |
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Cost |
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Value |
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*
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Vanguard 500 Index Investment Fund
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Mutual Fund
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30,513 |
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**
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$ |
4,124 |
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*
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Vanguard Capital Opportunity Fund
|
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Mutual Fund
|
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|
15,715 |
|
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**
|
|
|
579 |
|
*
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Vanguard Explorer Fund
|
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Mutual Fund
|
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|
3,691 |
|
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**
|
|
|
263 |
|
*
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Vanguard Inflation-Protected Securities Fund
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Mutual Fund
|
|
|
9,022 |
|
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**
|
|
|
112 |
|
*
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Vanguard Intermediate-Term Treasury Fund
|
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Mutual Fund
|
|
|
18,368 |
|
|
**
|
|
|
208 |
|
*
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Vanguard International Growth Fund
|
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Mutual Fund
|
|
|
111,172 |
|
|
**
|
|
|
2,759 |
|
*
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|
Vanguard Target Retirement 2005
|
|
Mutual Fund
|
|
|
5,480 |
|
|
**
|
|
|
66 |
|
*
|
|
Vanguard Target Retirement 2010
|
|
Mutual Fund
|
|
|
2,947 |
|
|
**
|
|
|
68 |
|
*
|
|
Vanguard Target Retirement 2015
|
|
Mutual Fund
|
|
|
23,094 |
|
|
**
|
|
|
302 |
|
*
|
|
Vanguard Target Retirement 2020
|
|
Mutual Fund
|
|
|
21,767 |
|
|
**
|
|
|
511 |
|
*
|
|
Vanguard Target Retirement 2025
|
|
Mutual Fund
|
|
|
11,782 |
|
|
**
|
|
|
162 |
|
*
|
|
Vanguard Target Retirement 2030
|
|
Mutual Fund
|
|
|
10,284 |
|
|
**
|
|
|
245 |
|
*
|
|
Vanguard Target Retirement 2035
|
|
Mutual Fund
|
|
|
391 |
|
|
**
|
|
|
6 |
|
*
|
|
Vanguard Target Retirement 2040
|
|
Mutual Fund
|
|
|
903 |
|
|
**
|
|
|
21 |
|
*
|
|
Vanguard Target Retirement 2045
|
|
Mutual Fund
|
|
|
2,155 |
|
|
**
|
|
|
32 |
|
*
|
|
Vanguard Target Retirement 2050
|
|
Mutual Fund
|
|
|
— |
|
|
**
|
|
—
|
*
|
|
Vanguard Long-Term U.S. Treasury Investment. Fund
|
|
Mutual Fund
|
|
|
25,086 |
|
|
**
|
|
|
288 |
|
*
|
|
Vanguard PRIMECAP Fund
|
|
Mutual Fund
|
|
|
200,278 |
|
|
**
|
|
|
14,430 |
|
*
|
|
Vanguard Prime Money Market Fund
|
|
Mutual Fund
|
|
|
10,785,553 |
|
|
**
|
|
|
10,785 |
|
*
|
|
Vanguard Wellington Inv. Fund
|
|
Mutual Fund
|
|
|
98,793 |
|
|
**
|
|
|
3,223 |
|
*
|
|
Vanguard Selected Value Fund
|
|
Mutual Fund
|
|
|
27,376 |
|
|
**
|
|
|
523 |
|
*
|
|
Vanguard Windsor Fund
|
|
Mutual Fund
|
|
|
44,781 |
|
|
**
|
|
|
703 |
|
*
|
|
Dana Corporation
|
|
Common Stock
|
|
|
123,319 |
|
|
**
|
|
|
3 |
|
*
|
|
Participants
|
|
Loans, interest
ranging from
5.0% to 9.5% with various dates through November 2014
|
|
|
— |
|
|
**
|
|
|
350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
39,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| * |
|
Parties-in-interest to the Plan. |
| |
| ** |
|
Cost is not required for participant-directed investments. |
11
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Dana Holding Corporation
Investment Committee, which is the Administrator of the Dana Corporation Employee Incentive and
Savings Investment Plan, has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
|
|
|
|
| |
|
Dana Corporation Employee Incentive and Savings Investment Plan |
|
|
|
|
|
Date: June 23, 2008
|
|
By:
|
|
/s/ Ari Papadakos |
|
|
|
|
|
|
|
Name:
|
|
Ari Papadakos |
|
|
Title:
|
|
Member — Dana Holding Corporation Investment Committee |
12