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		1-1063		26-1531856
(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)

(419) 535-4500
(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 third quarter ended September 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 November 6, 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.

Exhibit Index

Exhibit No.		Description
99.1		Dana Holding Corporation Press Release dated November 6, 2008
99.2		Presentation Slides

Exhibit 99.1

Dana Holding Corporation Reports Third-Quarter 2008 Results

TOLEDO, Ohio – November 6, 2008 – Dana Holding Corporation (NYSE: DAN) today announced its third-quarter 2008 results.

Third-quarter developments included:

	•		Sales of $1,929 million, a 9-percent decrease compared with 2007, primarily because of lower vehicle production in North America;
	•		Net loss of $271 million, including $123 million of non-cash goodwill and other impairment charges. This compares with a third-quarter 2007 net loss of $69 million;
	•		Earnings before interest, taxes, depreciation, amortization, and restructuring (EBITDA) of $15 million, compared with $126 million in 2007; and
	•		Strong cash balance of $1.0 billion and total liquidity of $1.3 billion at September 30, 2008. Net debt was $380 million.

Additional Actions Planned

“The economic and market challenges we’ve faced all year were particularly difficult in the third quarter,” said Executive Chairman John Devine. “The combination of lower industry volumes and peaking steel prices hit us sharply this quarter.

“Dana is planning up to 10 additional plant closures in 2009 and 2010, and we will reduce our workforce this year by 5,000 versus the previously announced 3,000. We regret having to take such actions, but they are necessary to size the company to lower industry volumes.”

Three-Month Results

Third-quarter EBITDA of $15 million was $111 million below 2007 results for the same period. Lower production and higher steel costs of $140 million more than account for this reduction. Results also included higher pricing, cost savings, and unfavorable currency changes.

At September 30, 2008, cash balances remained strong at $1.0 billion, with available global liquidity of $1.3 billion. Despite lower sales and EBITDA, free cash flow of a negative $151 million for the third quarter was about the same as that during the same period in 2007.

Dana’s liquidity has been strengthened by a $180 million draw-down in October under its existing $650 million secured revolving credit facility.

Nine-Month Results

Sales for the nine months ended September 30, 2008, were $6,574 million, which compares to $6,564 million for the same period in 2007. Year to date, the company reported net income of $274 million compared with a net loss of $294 million for the same period in 2007. The nine-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.

Year-to-date EBITDA of $290 million compares to $373 million for the same period in 2007, as the earnings reduction related to lower North American vehicle production and higher steel costs more than offset cost reduction actions and pricing improvements.

Outlook

Based on current production estimates, Dana expects full-year 2008 sales of approximately $8,200 million and EBITDA of approximately $300 million.

“The second half of this year has been extremely challenging with sharply lower North American vehicle production, volatile steel prices, and turmoil in the financial markets,” said Jim Yost, executive vice president and chief financial officer. “With respect to our credit facility, Dana is in compliance with financial covenants through September 30, 2008; however, we will not be able to comply with these requirements, as presently structured, at December 31, 2008. We expect to complete an amendment to the facility with our lenders in the next few weeks.”

In 2009 Dana expects to improve EBITDA by at least $150 million, primarily through pricing actions and cost reductions, and is targeting break-even or better free cash flow.

Devine added, “I am pleased with the progress our people have made in rebuilding Dana, despite the difficult environment. We have much to do, but our team is focused on the changes needed to reposition Dana for improved profitability and growth.”

*                *                *

Dana to Host Third-Quarter Conference Call at 10 a.m. Today

Dana will discuss its third-quarter results in a conference call at 10 a.m. EST 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. # 68867352). International locations should call 1-706-758-0054 (Conference I.D. # 68867352). 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 68867352. 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 eight months ended September 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 nine months ended September 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 nine months 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 32,000 people in 26 countries and reported 2007 sales of $8.7 billion. For more information, please visit: www.dana.com.

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

# # #

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

		Three Months Ended
		September 30,
		Dana				Prior Dana
		2008				2007
Net sales		$	1,929			$	2,130
Costs and expenses
Cost of sales			1,896				2,017
Selling, general and administrative expenses			87				79
Amortization of intangibles			18
Realignment charges, net			16				6
Impairment of goodwill			105
Impairment of assets			3
Other income, net			2				30
Income (loss) from continuing operations before interest, reorganization items and income taxes			(194	)			58
Interest expense (contractual interest of $54 for the three months ended September 30, 2007)			37				27
Reorganization items, net			1				98
Loss from continuing operations before income taxes			(232	)			(67	)
Income tax benefit (expense)			(24	)			3
Minority interests			(1	)			(4	)
Equity in earnings of affiliates			(13	)			4
Loss from continuing operations			(270	)			(64	)
Loss from discontinued operations			(1	)			(5	)
Net loss			(271	)			(69	)
Preferred stock dividend requirements			8
Net loss available to common stockholders		$	(279	)		$	(69	)
Net loss from continuing operations:
Basic		$	(2.78	)		$	(0.42	)
Diluted		$	(2.78	)		$	(0.42	)
Net loss from discontinued operations
Basic		$	(0.01	)		$	(0.04	)
Diluted		$	(0.01	)		$	(0.04	)
Net loss available to common stockholders
Basic		$	(2.79	)		$	(0.46	)
Diluted		$	(2.79	)		$	(0.46	)
Average common shares outstanding:
Basic			100				150
Diluted			100				150

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

		Dana				Prior Dana				Combined				Prior Dana
		Eight Months				One Month				Nine Months				Nine Months
		Ended				Ended				Ended				Ended
		September 30,				January 31,				September 30,				September 30,
		2008				2008				2008 (1)				2007
Net sales		$	5,823			$	751			$	6,574			$	6,564
Costs and expenses
Cost of sales			5,579				702				6,281				6,201
Selling, general and administrative expenses			236				34				270				263
Amortization of intangibles			49								49
Realignment charges, net			61				12				73				159
Impairment of goodwill			180								180
Impairment of assets			10								10
Other income, net			54				8				62				108
Income (loss) from continuing operations before interest, reorganization items and income taxes			(238	)			11				(227	)			49
Interest expense (contractual interest of $17 for the one month ended January 31, 2008 and $159 for the nine months ended September 30, 2007)			99				8				107				78
Reorganization items, net			22				98				120				173
Fresh start accounting adjustments							1,009				1,009
Income (loss) from continuing operations before income taxes			(359	)			914				555				(202	)
Income tax expense			(56	)			(199	)			(255	)			(15	)
Minority interests			(6	)			(2	)			(8	)			(10	)
Equity in earnings of affiliates			(10	)			2				(8	)			22
Income (loss) from continuing operations			(431	)			715				284				(205	)
Loss from discontinued operations			(4	)			(6	)			(10	)			(89	)
Net income (loss)			(435	)			709				274				(294	)
Preferred stock dividend requirements			21								21
Net income (loss) available to common stockholders		$	(456	)		$	709			$	253			$	(294	)
Net income (loss) from continuing operations:
Basic		$	(4.52	)		$	4.77							$	(1.36	)
Diluted		$	(4.52	)		$	4.75							$	(1.36	)
Net loss from discontinued operations
Basic		$	(0.04	)		$	(0.04	)						$	(0.60	)
Diluted		$	(0.04	)		$	(0.04	)						$	(0.60	)
Net income (loss) available to common stockholders:
Basic		$	(4.56	)		$	4.73							$	(1.96	)
Diluted		$	(4.56	)		$	4.71							$	(1.96	)
Average common shares outstanding:
Basic			100				150								150
Diluted			100				150								150

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

		Dana				Prior Dana
		September 30,				December 31,
		2008				2007
Assets
Current assets
Cash and cash equivalents		$	1,007			$	1,271
Restricted cash							93
Accounts receivable
Trade, less allowance for doubtful accounts of $23 in 2008 and $22 in 2007			1,205				1,197
Other			219				295
Inventories
Raw materials			413				331
Work in process and finished goods			587				481
Assets of discontinued operations							24
Other current assets			95				100
Total current assets			3,526				3,792
Goodwill			117				349
Intangibles			599				1
Investments and other assets			255				348
Investments in affiliates			143				172
Property, plant and equipment, net			1,915				1,763
Total assets		$	6,555			$	6,425
Liabilities and stockholders’ equity (deficit)
Current liabilities
Notes payable, including current portion of long-term debt		$	67			$	283
Debtor-in-possession financing							900
Accounts payable			1,047				1,072
Accrued payroll and employee benefits			211				258
Liabilities of discontinued operations							9
Taxes on income			124				12
Other accrued liabilities			353				418
Total current liabilities			1,802				2,952
Liabilities subject to compromise							3,511
Deferred employee benefits and other non-current liabilities			851				630
Long-term debt			1,320				19
Minority interest in consolidated subsidiaries			110				95
Commitments and contingencies
Total liabilities			4,083				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, 100,036,390 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			2,318				202
Accumulated deficit			(456	)			(468	)
Accumulated other comprehensive loss			(162	)			(666	)
Total stockholders’ equity (deficit)			2,472				(782	)
Total liabilities and stockholders’ equity		$	6,555			$	6,425

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

		Three Months Ended
		Dana				Prior Dana
		September 30,				September 30,
		2008				2007
Cash flows — operating activities
Net loss		$	(271	)		$	(69	)
Depreciation			75				70
Amortization of intangibles			22
Amortization of deferred financing charges and original issue discount			6
Impairment of goodwill and other assets			123				3
Minority interest			1				(6	)
Reorganization:
Payment of claims (1)			(3	)
Reorganization items net of cash payments			(1	)			52
Loss on sale of businesses and assets							8
Change in working capital			(44	)			(119	)
Other, net			10				(28	)
Net cash flows used in operating activities (1)			(82	)			(89	)
Cash flows — investing activities
Purchases of property, plant and equipment (1)			(72	)			(54	)
Proceeds from sale of businesses and assets							90
Change in restricted cash							91
Other			4				36
Net cash flows provided by (used in) investing activities			(68	)			163
Cash flows — financing activities
Net change in short-term debt			14				47
Payment of DCC Medium Term Notes							(129	)
Deferred financing fees			(1	)
Repayment of Exit Facility debt			(4	)
Preferred dividends paid			(7	)
Other			7				2
Net cash flows provided by (used in) financing activities			9				(80	)
Net increase (decrease) in cash and cash equivalents			(141	)			(6	)
Cash and cash equivalents — beginning of period			1,191				1,001
Effect of exchange rate changes on cash balances			(43	)			33
Net change in cash of discontinued operations							7
Cash and cash equivalents — end of period		$	1,007			$	1,035

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

		Nine Months Ended September 30, 2008
		Dana				Prior Dana				Combined				Prior Dana
		Eight Months				One Month				Nine Months				Nine Months
		Ended				Ended				Ended				Ended
		September 30,				January 31,				September 30,				September 30,
		2008				2008				2008 (1)				2007
Cash flows — operating activities
Net income (loss)		$	(435	)		$	709			$	274			$	(294	)
Depreciation			195				23				218				209
Amortization of intangibles			60								60
Amortization of inventory valuation			15								15
Amortization of deferred financing charges and original issue discount			17								17
Impairment of goodwill and other assets			205								205				3
Non-cash portion of U.K. pension charge															60
Minority interest			6				2				8
Deferred income taxes			(38	)			191				153				(60	)
Reorganization:
Gain on settlement of liabilities subject to compromise							(27	)			(27	)
Payment of claims (2)			(100	)							(100	)
Reorganization items net of cash payments			(24	)			79				55				59
Fresh start adjustments							(1,009	)			(1,009	)
Payments to VEBAs (2)			(733	)			(55	)			(788	)			(27	)
Loss on sale of businesses and assets			1				7				8
Change in working capital			(111	)			(61	)			(172	)			(183	)
Other, net			9				19				28				(8	)
Net cash flows used in operating activities (2)			(933	)			(122	)			(1,055	)			(241	)
Cash flows — investing activities
Purchases of property, plant and equipment (2)			(148	)			(16	)			(164	)			(148	)
Proceeds from sale of businesses and assets							5				5				511
Change in restricted cash							93				93				3
Other							(5	)			(5	)			61
Net cash flows provided by (used in) investing activities			(148	)			77				(71	)			427
Cash flows — financing activities
Proceeds from (repayment of) debtor-in-possession facility							(900	)			(900	)			200
Net change in short-term debt			(74	)			(18	)			(92	)			19
Payment of DCC Medium Term Notes							(136	)			(136	)			(129	)
Proceeds from Exit Facility debt			80				1,350				1,430
Original issue discount fees							(114	)			(114	)
Deferred financing fees			(2	)			(40	)			(42	)
Repayment of Exit Facility debt			(11	)							(11	)
Issuance of Series A and Series B preferred stock							771				771
Preferred dividends paid			(18	)							(18	)
Other			(5	)			(1	)			(6	)
Net cash flows provided by (used in) financing activities			(30	)			912				882				90
Net increase (decrease) in cash and cash equivalents			(1,111	)			867				(244	)			276
Cash and cash equivalents — beginning of period			2,147				1,271				1,271				704
Effect of exchange rate changes on cash balances			(29	)			5				(24	)			61
Net change in cash of discontinued operations							4				4				(6	)
Cash and cash equivalents — end of period		$	1,007			$	2,147			$	1,007			$	1,035

DANA HOLDING CORPORATION
Reconciliation of EBITDA to Income (Loss) from
Continuing Operations Before Income Taxes

		Three Months Ended
		September 30,
		Dana				Prior Dana
		2008				2007
ASG
Light Axle		$	13			$	29
Driveshaft			30				26
Sealing			16				14
Thermal			(1	)			4
Structures			6				22
Eliminations and other			(2	)
Total ASG			62				95
HVSG
Commercial Vehicle			1				17
Off-Highway			22				36
Eliminations and other							(3	)
Total HVSG			23				50
Segment EBITDA			85				145
Shared services and administrative			(39	)			(33	)
Other expense, net			(21	)			(5	)
Foreign exchange not in segments			(10	)			19
EBITDA			15				126
Depreciation			(74	)			(69	)
Amortization			(22	)
Realignment			(16	)			(6	)
DCC EBIT							(5	)
Goodwill impairment			(105	)
Impairment of assets			(3	)
Reorganization items, net			(1	)			(98	)
Interest expense			(37	)			(27	)
Interest income			11				12
Loss from continuing operations before income taxes		$	(232	)		$	(67	)

DANA HOLDING CORPORATION
Reconciliation of EBITDA to Income (Loss) from
Continuing Operations Before Income Taxes

		Nine Months Ended September 30, 2008
		Dana				Prior Dana				Combined				Prior Dana
		Eight Months				One Month				Nine Months				Nine Months
		Ended				Ended				Ended				Ended
		September 30,				January 31,				September 30,				September 30,
		2008				2008				2008 (1)				2007
ASG
Light Axle		$	65			$	8			$	73			$	76
Driveshaft			101				12				113				76
Sealing			57				7				64				54
Thermal			7				3				10				18
Structures			52				5				57				80
Eliminations and other			(7	)			(3	)			(10	)			(16	)
Total ASG			275				32				307				288
HVSG
Commercial Vehicle			24				4				28				47
Off-Highway			104				15				119				123
Eliminations and other			(4	)							(4	)			(7	)
Total HVSG			124				19				143				163
Segment EBITDA			399				51				450				451
Shared services and administrative			(105	)			(13	)			(118	)			(118	)
Other expense, net			(43	)							(43	)			(1	)
Foreign exchange not in segments			(3	)			4				1				41
EBITDA			248				42				290				373
Depreciation			(194	)			(23	)			(217	)			(208	)
Amortization			(75	)							(75	)
Realignment			(61	)			(12	)			(73	)			(159	)
DCC EBIT			(2	)							(2	)			14
Goodwill impairment			(180	)							(180	)
Impairment of assets			(10	)							(10	)
Reorganization items, net			(22	)			(98	)			(120	)			(173	)
Interest expense			(99	)			(8	)			(107	)			(78	)
Interest income			36				4				40				29
Fresh start accounting adjustments							1,009				1,009
Income (loss) from continuing operations before income taxes		$	(359	)		$	914			$	555			$	(202	)

DANA HOLDING CORPORATION
Reconciliation of EBITDA to Income (Loss) from Continuing
Operations Before Income Taxes and Free Cash Flow to
Cash From (Used By) Operations

		Combined
						Projected
		Nine Months				Full Year
		Ended				Ended
		September 30,				December 31,
		2008				2008
EBITDA		$	290			$	300
Depreciation			(217	)			(291	)
Amortization			(75	)			(97	)
Realignment			(73	)			(100	)
DCC EBIT			(2	)			(2	)
Goodwill impairment			(180	)			(180	)
Impairment of assets			(10	)			(10	)
Reorganization items, net			(120	)			(122	)
Interest expense			(107	)			(151	)
Interest income			40				52
Fresh start accounting adjustments			1,009				1,009
Income from continuing operations before income taxes		$	555			$	408
Net cash flows used in operating activities		$	(1,056	)		$	(938 - 988	)
Purchases of property, plant and equipment			(164	)			(250	)
Bankruptcy emergence payments			888				888
Free cash flow		$	(332	)		$	(300-350	)