SEC Company Response from DANA INC (DAN) (CIK 0000026780) (DAN) — Feb 15, 2017
DANA INC (DAN) (CIK 0000026780)
Date: Feb. 15, 2017 · CIK: 0000026780 · Accession: 0000950142-17-000376
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-01063
Referenced dates: December 27, 2016
Letter
Office of Transportation and Leisure United States Securities and Exchange Commission Division of Corporation Finance Dana Incorporated Form 10-K for the year ended December 31, 2015 Form 10-Q for the quarter ended September 30, 2016 File No. 001-01063
Dear Ms. Raminpour:
On behalf of Dana Incorporated (“Dana”), I submit our response to the comment in your letter dated December 27, 2016 related to Dana’s Form 10-Q for the quarter ended September 30, 2016 filed with the Securities and Exchange Commission (the “Commission”) on October 20, 2016. Our response to the comment is set forth below. For ease of reference, the comment is also set forth below in its entirety.
Form 10-Q for the Quarter Ended September 30, 2016
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity, page 43
1. We note your presentation of the non-GAAP measure “operating liquidity.” Please revise to include a statement disclosing the reasons why management believes that presentation of this non-GAAP financial measure provides useful information to investors regarding the registrant's financial condition and results of operations and a statement disclosing the additional purposes for which the management uses the non-GAAP financial measure in accordance with Item 10(e)(1)(i) of Regulation S-K.
Response:
Our presentation of the non-GAAP measure “operating liquidity” included an adjustment to reduce liquidity for cash and marketable securities, net of deposits supporting obligations, held by a wholly-owned subsidiary that could only be transferred out of the subsidiary with the approval of its independent board member. Given the potential limitation with accessing this component of our liquidity we deemed it prudent to reduce the liquidity figure reported to investors accordingly. Following the sale of this wholly-owned subsidiary in December 2016, we are no longer presenting the non-GAAP measure “operating liquidity” and have not presented the non-GAAP measure in our Form 10-K for the year ended December 31, 2016 filed with the Commission on February 10, 2017.
Please contact me at 419-887-5410 if you require additional information.
Very truly yours,
/s/ Jonathan M. Collins
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CORRESP 1 filename1.htm Dana Incorporated 3939 Technology Drive Maumee, Ohio 43537 February 15, 2017 Via facsimile and EDGAR submission Ms. Melissa Raminpour Branch Chief Office of Transportation and Leisure United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Dana Incorporated Form 10-K for the year ended December 31, 2015 Form 10-Q for the quarter ended September 30, 2016 File No. 001-01063 Dear Ms. Raminpour: On behalf of Dana Incorporated (“Dana”), I submit our response to the comment in your letter dated December 27, 2016 related to Dana’s Form 10-Q for the quarter ended September 30, 2016 filed with the Securities and Exchange Commission (the “Commission”) on October 20, 2016. Our response to the comment is set forth below. For ease of reference, the comment is also set forth below in its entirety. Form 10-Q for the Quarter Ended September 30, 2016 Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity, page 43 1. We note your presentation of the non-GAAP measure “operating liquidity.” Please revise to include a statement disclosing the reasons why management believes that presentation of this non-GAAP financial measure provides useful information to investors regarding the registrant's financial condition and results of operations and a statement disclosing the additional purposes for which the management uses the non-GAAP financial measure in accordance with Item 10(e)(1)(i) of Regulation S-K. Response: Our presentation of the non-GAAP measure “operating liquidity” included an adjustment to reduce liquidity for cash and marketable securities, net of deposits supporting obligations, held by a wholly-owned subsidiary that could only be transferred out of the subsidiary with the approval of its independent board member. Given the potential limitation with accessing this component of our liquidity we deemed it prudent to reduce the liquidity figure reported to investors accordingly. Following the sale of this wholly-owned subsidiary in December 2016, we are no longer presenting the non-GAAP measure “operating liquidity” and have not presented the non-GAAP measure in our Form 10-K for the year ended December 31, 2016 filed with the Commission on February 10, 2017. Please contact me at 419-887-5410 if you require additional information. Very truly yours, /s/ Jonathan M. Collins Jonathan M. Collins Executive Vice President and Chief Financial Officer