UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Dana Holding Corporation

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		1-1063 (Commission File Number)		26-1531856 (IRS Employer Identification Number)

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code)

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))

 

 

Items 2.02 and 7.01		Results of Operations and Financial Condition and Regulation FD Disclosure

Dana Holding Corporation (“Dana”) today issued a news release announcing its results for the second quarter ended June 30, 2008. A copy of the press release and the presentation slides which will be discussed during Dana’s webcast and conference call scheduled for 10:00 a.m. EDT today are attached hereto as Exhibits 99.1 and 99.2, respectively.

The information in this report (including Exhibits 99.1 and 99.2 hereto) is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits. The following exhibits are furnished with this report.

Exhibit No.		Description
99.1		Dana Holding Corporation Press Release dated August 7, 2008
99.2		Presentation Slides

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 HOLDING CORPORATION
Date: August 7, 2008		By: Name:		/s/ Marc S. Levin   Marc S. Levin
		Title:		Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.		Description
99.1		Dana Holding Corporation Press Release dated August 7, 2008
99.2		Presentation Slides

Exhibit 99.1

Dana Holding Corporation Reports Second-Quarter 2008 Results

TOLEDO, Ohio — August 7, 2008 — Dana Holding Corporation (NYSE: DAN) has announced its second-quarter 2008 results.

Second-quarter highlights include:

	•		Sales of $2,333 million, a 2-percent increase compared to 2007, primarily because of currency effects;
	•		Net loss of $140 million, including an $82 million non-cash impairment charge. This compares to a net loss of $133 million in the second quarter of 2007;
	•		Earnings before interest, taxes, depreciation, amortization, and restructuring (EBITDA) of $128 million, compared with $143 million in 2007;
	•		Strong cash balance of $1.2 billion and total liquidity of $1.6 billion at June 30, 2008; and
	•		Free cash flow of $38 million.

Dana Making Progress in Turnaround
“We are making progress in our turnaround despite unprecedented headwinds in North America,” said Executive Chairman John Devine. “The combination of much lower production volumes and higher steel costs has put considerable pressure on our 2008 operating results.

“But we are working to offset these challenges through pricing, additional restructuring, and cost reductions,” he added. “And we remain focused on our game plan to turn around Dana by rebuilding the management team, improving operations, tightening our strategic direction, and employing a strong balance sheet.”

Added Chief Executive Officer Gary Convis, “For the near term, we continue to scale our North American operations — through facility consolidations and workforce reductions — to reflect a market that’s very different than what was expected just six months ago. This will necessitate the reduction of approximately 3,000 positions over the course of 2008, including the planned reduction of 500 salaried positions announced last week. At the same time, we are experiencing modest employment growth in the markets where our business is performing better.

“Longer term, we’re picking up speed with introducing what is essentially a new way of managing our business, manufacturing our products, and measuring our performance worldwide,” he added. “The new Dana Operating System is already enabling our people to drive improved product quality, customer satisfaction, and financial performance.”

Business Highlights
Total EBITDA of $128 million in the second quarter was $15 million below 2007 results for the same period. This primarily reflected higher steel costs of $25 million (net of recovery actions), lower North American production of $22 million, unfavorable currency effects of $26 million, and reduced non-steel pricing of $6 million. These negative developments were partially offset by cost savings of $64 million.

At June 30, 2008, cash balances remained strong at $1.2 billion, with available global liquidity of $1.6 billion. Free cash flow was $38 million for the second quarter, which was largely achieved through reduced working capital of $69 million during the period.

Six-Month Results
Sales for the six months ended June 30, 2008 were $4,645 million which compares to $4,434 million for the same period in 2007. For the first six months of 2008, the company reported net income of $545 million compared to a net loss of $225 million for the same period in 2007. The six-month 2008 results include a net gain of $754 million recognized in connection with the company’s emergence from bankruptcy and application of fresh start accounting in January.

EBITDA of $275 for the first six months of 2008 improved from the $247 million for the same period in 2007, as cost reduction actions initiated during the first half of 2008, combined with previously achieved annual cost savings and pricing improvements more than offset the earnings reduction attributable to lower North American production levels and higher steel costs.

* * *

Dana to Host Second-Quarter Conference Call at 10 a.m. Today
Dana will discuss its second-quarter results in a conference call at 10 a.m. EDT today. Participants may listen to the audio portion of the conference call either through audio streaming online or by telephone. Slide viewing is only available online via a link provided on the Dana Investor Web site. To dial into the conference call, domestic locations should call 1-888-311-4590 (Conference I.D. # 55462661). International locations should call 1-706-758-0054 (Conference I.D. # 55462661). Please ask for the Dana Holding Corporation Financial Webcast and Conference Call. Phone registration will be available beginning at 9:30 a.m. An audio recording of the call will be available after 5 p.m. To access this recording, please dial 1-800-642-1687 (U.S. or Canada) or 1-706-645-9291 (international) and enter the conference I.D. number 55462661. A webcast replay will also be available after 5 p.m. today, and may be accessed via the Dana Investor Web site.

Non-GAAP Measures
In connection with Dana’s emergence from bankruptcy on January 31, 2008 and the application of fresh start accounting in accordance with the provisions of the American Institute of Certified Public Accountants’ Statement of Position 90-7, the post-emergence results of the successor company for the five months ended June 30, 2008 and the pre-emergence results of the predecessor company for the one month ended January 31, 2008 are presented separately as successor and predecessor results in the financial statements presented in accordance with generally accepted accounting principles (GAAP). This presentation is required by GAAP as the successor company is considered to be a new entity, and the results of the new entity reflect the application of fresh start accounting. For the readers’ convenience and interest in this earnings release, we have combined the separate successor and predecessor periods to derive combined results for the six months ended June 30, 2008. The financial information accompanying this release provides the separate successor and predecessor GAAP results for the applicable periods, along with the combined results described above for the first half of 2008.

This release refers to EBITDA, which we’ve defined to be earnings before interest, taxes, depreciation, amortization and restructuring. EBITDA is a non-GAAP financial measure, and the measure currently being used by Dana as the primary measure of its reportable operating segment performance. EBITDA was selected as the primary measure for operating segment performance as well as a relevant measure of Dana’s overall performance given the enhanced comparability and usefulness after application of fresh start accounting. The most significant impact to Dana’s ongoing results of operations as a result of applying fresh start accounting is higher depreciation and amortization. By using EBITDA, which is a performance measure that excludes depreciation and amortization, the comparability of results is enhanced. Management also believes that EBITDA is an important measure since the financial covenants of our primary debt agreements are EBITDA-based, and our management incentive performance programs are based, in part, on EBITDA. Because it is a non-GAAP measure, EBITDA should not be considered a substitute for net income or other reported results prepared in accordance with GAAP. The financial information accompanying this release provides a reconciliation of EBITDA for the periods presented to the reported income (loss) from continuing operations before income taxes, which is a GAAP measure.

Forward-Looking Statements
Certain statements and projections contained in this news release are, by their nature, forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations, estimates and projections about our industry and business, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.

Dana’s Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss important risk factors that could affect our business, results of operations and financial condition. The forward-looking statements in this news release speak only as of this date. Dana does not undertake any obligation to revise or update publicly any forward-looking statement for any reason.

About Dana Holding Corporation
Dana is a world leader in the supply of axles; driveshafts; and structural, sealing, and thermal-management products; as well as genuine service parts. The company’s customer base includes virtually every major vehicle manufacturer in the global automotive, commercial vehicle, and off-highway markets, which collectively produce more than 70 million vehicles annually. Based in Toledo, Ohio, the company’s operations employ approximately 35,000 people in 26 countries and reported 2007 sales of $8.7 billion. For more information, please visit: www.dana.com.

Investor Contact		Media Contact
Karen Crawford: (419) 535-4635		Chuck Hartlage: (419) 535-4728

# # #

DANA HOLDING CORPORATION
Consolidated Statement of Operations (Unaudited)
For the Three Months Ended June 30, 2008 and 2007

		Three Months Ended
		June 30,
		Dana					Prior Dana
		2008					2007
Net sales		$	2,333				$	2,289
Costs and expenses
Cost of sales			2,206					2,141
Selling, general and administrative expenses			84					88
Amortization of intangibles			19
Realignment charges, net			40					134
Impairment of goodwill			75
Impairment of intangible assets			7
Other income, net			20					32
Loss from continuing operations before interest, reorganization items and income taxes			(78	)				(42	)
Interest expense (contractual interest of $17 for the one month ended January 31, 2008 and $55 for the three months ended June 30, 2007			35					28
Reorganization items, net			12					38
Loss from continuing operations before income taxes			(125	)				(108	)
Income tax expense			(12	)				(3	)
Minority interests			(3	)				(4	)
Equity in earnings of affiliates			2					10
Loss from continuing operations			(138	)				(105	)
Loss from discontinued operations			(2	)				(28	)
Net loss			(140	)				(133	)
Preferred stock dividend requirements			8
Net loss available to common stockholders		$	(148	)			$	(133	)
Net loss from continuing operations:
Basic		$	(1.46	)			$	(0.70	)
Diluted		$	(1.46	)			$	(0.70	)
Net loss from discontinued operations
Basic		$	(0.01	)			$	(0.19	)
Diluted		$	(0.01	)			$	(0.19	)
Net loss available to common stockholders
Basic		$	(1.47	)			$	(0.89	)
Diluted		$	(1.47	)			$	(0.89	)
Average common shares outstanding:
Basic			100					150
Diluted			160					150

DANA HOLDING CORPORATION
Consolidated Statement of Operations (Unaudited)
For the Six Months Ended June 30, 2008 and 2007

		Dana				Prior Dana					Combined				Prior Dana
		Five Months				One Month					Six Months				Six Months
		Ended				Ended					Ended				Ended
		June 30,				January 31,					June 30,				June 30,
		2008				2008					2008 (1)				2007
Net sales		$	3,894			$	751				$	4,645			$	4,434
Costs and expenses
Cost of sales			3,683				702					4,385				4,184
Selling, general and administrative expenses			149				34					183				184
Amortization of intangibles			31									31
Realignment charges, net			45				12					57				153
Impairment of goodwill			75									75
Impairment of intangible assets			7									7
Other income, net			52				8					60				78
Income (loss) from continuing operations before interest, reorganization items and income taxes			(44	)			11					(33	)			(9	)
Interest expense (contractual interest of $17 for the the one month ended January 31, 2008 and $105 for the six months ended June 30, 2007)			62				8					70				51
Reorganization items, net			21				98					119				75
Fresh start accounting adjustments							1,009					1,009
Income (loss) from continuing operations before income taxes			(127	)			914					787				(135	)
Income tax expense			(32	)			(199	)				(231	)			(18	)
Minority interests			(5	)			(2	)				(7	)			(6	)
Equity in earnings of affiliates			3				2					5				18
Income (loss) from continuing operations			(161	)			715					554				(141	)
Loss from discontinued operations			(3	)			(6	)				(9	)			(84	)
Net income (loss)			(164	)			709					545				(225	)
Preferred stock dividend requirements			13									13
Net income (loss) available to common stockholders		$	(177	)		$	709				$	532			$	(225	)
Net income (loss) from continuing operations:
Basic		$	(1.74	)		$	4.77								$	(0.94	)
Diluted		$	(1.74	)		$	4.75								$	(0.94	)
Net loss from discontinued operations
Basic		$	(0.02	)		$	(0.04	)							$	(0.56	)
Diluted		$	(0.02	)		$	(0.04	)							$	(0.56	)
Net income (loss) available to common stockholders:
Basic		$	(1.76	)		$	4.73								$	(1.50	)
Diluted		$	(1.76	)		$	4.71								$	(1.50	)
Average common shares outstanding:
Basic			100				150									150
Diluted			160				150									150

DANA HOLDING CORPORATION
Consolidated Balance Sheet (Unaudited)
At June 30, 2008 and December 31, 2007

		Dana					Prior Dana
		June 30,					December 31,
Assets		2008					2007
Current assets
Cash and cash equivalents		$	1,191				$	1,271
Restricted cash								93
Accounts receivable
Trade, less allowance for doubtful accounts of $21 in 2008 and $20 in 2007			1,431					1,197
Other			295					295
Inventories
Raw materials			401					331
Work in process and finished goods			640					481
Assets of discontinued operations								24
Other current assets			147					100
Total current assets			4,105					3,792
Goodwill			248					349
Intangibles			649					1
Investments and other assets			269					348
Investments in affiliates			172					172
Property, plant and equipment, net			2,039					1,763
Total assets		$	7,482				$	6,425
Liabilities and stockholders’ equity (deficit)
Current liabilities
Notes payable, including current portion of long-term debt		$	62				$	283
Debtor-in-possession financing								900
Accounts payable			1,203					1,072
Accrued payroll and employee benefits			265					258
Liabilities of discontinued operations								9
Taxes on income			160					12
Other accrued liabilities			501					418
Total current liabilities			2,191					2,952
Liabilities subject to compromise								3,511
Deferred employee benefits and other non-current liabilities			879					630
Long-term debt			1,318					19
Minority interest in consolidated subsidiaries			115					95
Commitments and contingencies
Total liabilities			4,503					7,207
Preferred stock, 50,000,000 shares authorized
Series A, $0.01 par value, 2,500,000 issued and outstanding			242
Series B, $0.01 par value, 5,400,000 issued and outstanding			529
Common stock, $.01 par value, 450,000,000 authorized, 99,735,387 issued and outstanding			1
Prior Dana common stock, $1.00 par value, 350,000,000 authorized, 150,245,250 issued and outstanding								150
Additional paid-in capital			2,310					202
Accumulated deficit			(177	)				(468	)
Accumulated other comprehensive income (loss)			74					(666	)
Total stockholders’ equity (deficit)			2,979					(782	)
Total liabilities and stockholders’ equity (deficit)		$	7,482				$	6,425

Consolidated Statement of Cash Flows (Unaudited)
For the Three Months Ended June 30, 2008 and 2007

		Three Months Ended
		Dana					Prior Dana
		June 30,					June 30,
		2008					2007
Cash flows — operating activities
Net income (loss)		$	(140	)			$	(133	)
Depreciation			72					69
Amortization of intangibles			23
Amortization of inventory valuation
Amortization of deferred financing charges and original issue discount			7
Impairment of goodwill and other intangible assets			82
Non-cash portion of U.K. pension charge								60
Minority interest			3					6
Reorganization:
Gain on settlement of liabilities subject to compromise
Payment of claims (1)			(9	)
Reorganization items net of cash payments			(5	)				(20	)
Fresh start adjustments
Payments to VEBAs								(27	)
Loss (gain) on sale of businesses and assets								(22	)
Change in working capital			69					(12	)
Other, net			(26	)				(56	)
Net cash flows provided by (used in) operating activities (1)			76					(135	)
Cash flows — investing activities
Purchases of property, plant and equipment (1)			(47	)				(55	)
Proceeds from sale of businesses and assets								93
Change in restricted cash								(88	)
Other			(12	)				40
Net cash flows provided by (used in) investing activities			(59	)				(10	)
Cash flows — financing activities
Proceeds from (repayment of) debtor-in-possession facility Net change in short-term debt			(81	)				(93	)
Payment of DCC Medium Term Notes Proceeds from Exit Facility debt Original issue discount fees Deferred financing fees			(1	)
Repayment of Exit Facility debt			(3	)
Issuance of Series A and Series B preferred stock Preferred dividends paid			(11	)
Other			(7	)				(2	)
Net cash flows provided by (used in) financing activities			(103	)				(95	)
Net increase (decrease) in cash and cash equivalents			(86	)				(240	)
Cash and cash equivalents — beginning of period			1,283					1,250
Effect of exchange rate changes on cash balances			(6	)				11
Net change in cash of discontinued operations								(5	)
Cash and cash equivalents — end of period		$	1,191				$	1,016

DANA HOLDING CORPORATION
Consolidated Statement of Cash Flows (Unaudited)
For the Six Months Ended June 30, 2008 and 2007

		Six Months Ended June 30, 2008
		Dana					Prior Dana				Combined				Prior Dana
		Five Months					One Month				Six Months				Six Months
		Ended					Ended				Ended				Ended
		June 30,					January 31,				June 30,				June 30,
		2008					2008				2008 (1)				2007
Cash flows — operating activities
Net income (loss)		$	(164	)			$	709			$	545			$	(225	)
Depreciation			120					23				143				139
Amortization of intangibles			38									38
Amortization of inventory valuation			15									15
Amortization of deferred financing charges and original issue discount			11									11
Impairment of goodwill and other intangible assets			82									82
Non-cash portion of U.K. pension charge																60
Minority interest			5					2				7				6
Deferred income taxes			(17	)				191				174				(7	)
Reorganization:
Gain on settlement of liabilities subject to compromise								(27	)			(27	)
Payment of claims			(97	)								(97	)
Reorganization items net of cash payments			(23	)				79				56				7
Fresh start adjustments								(1,009	)			(1,009	)
Payments to VEBAs			(733	)				(55	)			(788	)			(27	)
Loss (gain) on sale of businesses and assets			1					7				8				(8	)
Change in working capital			(55	)				(61	)			(116	)			(64	)
Other, net			(34	)				19				(15	)			(33	)
Net cash flows provided by (used in) operating activities			(851	)				(122	)			(973	)			(152	)
Cash flows — investing activities
Purchases of property, plant and equipment			(76	)				(16	)			(92	)			(94	)
Proceeds from sale of businesses and assets								5				5				421
Change in restricted cash								93				93				(88	)
Other			(4	)				(5	)			(9	)			25
Net cash flows provided by (used in) investing activities			(80	)				77				(3	)			264
Cash flows — financing activities
Proceeds from (repayment of) debtor-in-possession facility								(900	)			(900	)			200
Net change in short-term debt			(88	)				(18	)			(106	)			(28	)
Payment of DCC Medium Term Notes								(136	)			(136	)
Proceeds from Exit Facility debt			80					1,350				1,430
Original issue discount fees								(114	)			(114	)
Deferred financing fees			(1	)				(40	)			(41	)
Repayment of Exit Facility debt			(7	)								(7	)
Issuance of Series A and Series B preferred stock								771				771
Preferred dividends paid			(11	)								(11	)
Other			(12	)				(1	)			(13	)			(2	)
Net cash flows provided by (used in) financing activities			(39	)				912				873				170
Net increase (decrease) in cash and cash equivalents			(970	)				867				(103	)			282
Cash and cash equivalents — beginning of period			2,147					1,271				1,271				704
Effect of exchange rate changes on cash balances			14					5				19				28
Net change in cash of discontinued operations								4				4				(13	)
Cash and cash equivalents — end of period		$	1,191				$	2,147			$	1,191			$	1,001

DANA HOLDING CORPORATION
SEGMENT EBITDA RECONCILIATION (Unaudited)
Reconciliation of Segment EBITDA to Income (loss)
from Continuing Operations Before Income Taxes

		Three Months Ended
		June 30,
		Dana					Prior Dana
		2008					2007
ASG
Light Axle		$	32				$	35
Driveshaft			45					32
Sealing			26					22
Thermal			4					7
Structures			29					35
Eliminations and other								(10	)
Total ASG			136				$	121
HVSG
Commercial Vehicle			12					13
Off-Highway			50					46
Eliminations and other			(2	)				(2	)
Total HVSG			60					57
Total Segment EBITDA			196					178
Shared services and administrative			(36	)				(44	)
Other income (loss)			(24	)				(9	)
Foreign exchange not in segments			(8	)				18
EBITDA			128					143
Depreciation			(72	)				(69	)
Amortization			(23	)
Realignment			(40	)				(134	)
DCC EBIT			(3	)				9
Goodwill impairment			(75	)
Impairment of other intangible assets			(7	)
Reorganization items, net			(12	)				(38	)
Interest expense			(35	)				(28	)
Interest income			14					9
Loss from continuing operations before income taxes		$	(125	)			$	(108	)

DANA HOLDING CORPORATION
SEGMENT EBITDA RECONCILIATION (Unaudited)
Reconciliation of Segment EBITDA to Income (loss)
from Continuing Operations Before Income Taxes

		Six Months Ended June 30, 2008
		Dana				Prior Dana					Combined				Prior Dana
		Five Months				One Month					Six Months				Six Months
		Ended				Ended					Ended				Ended
		June 30,				January 31,					June 30,				June 30,
		2008				2008					2008 (1)				2007
ASG
Light Axle		$	52			$	8				$	60			$	47
Driveshaft			71				12					83				50
Sealing			41				7					48				40
Thermal			8				3					11				14
Structures			46				5					51				58
Eliminations and other			(5	)			(3	)				(8	)			(16	)
Total ASG		$	213			$	32				$	245			$	193
HVSG
Commercial Vehicle			23				4					27				30
Off-Highway			82				15					97				87
Eliminations and other			(4	)								(4	)			(4	)
Total HVSG			101				19					120				113
Segment EBITDA			314				51					365				306
Shared services and administrative			(67	)			(13	)				(80	)			(85	)
Other income			(21	)								(21	)			4
Foreign exchange not in segments			7				4					11				22
EBITDA			233				42					275				247
Depreciation			(120	)			(23	)				(143	)			(139	)
Amortization			(53	)								(53	)
Realignment			(45	)			(12	)				(57	)			(153	)
DCC EBIT			(2	)								(2	)			19
Goodwill impairment			(75	)								(75	)
Impairment of other intangible assets			(7	)								(7	)
Reorganization items, net			(21	)			(98	)				(119	)			(75	)
Interest expense			(62	)			(8	)				(70	)			(51	)
Interest income			25				4					29				17
Fresh start accounting adjustments							1,009					1,009
Income (loss) from continuing operations before income taxes		$	(127	)		$	914				$	787			$	(135	)