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 quarter and year ended December 31, 2008. A copy of the press release and the presentation slides which will be discussed during Dana’s webcast and conference call scheduled for 10:30 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 March 16, 2009
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: March 16, 2009		By:		/s/ Marc S. Levin
		Name:		Marc S. Levin
		Title:		Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.		Description
99.1		Dana Holding Corporation Press Release dated March 16, 2009
99.2		Presentation Slides

Dana Holding Corporation Reports 2008 Results

TOLEDO, Ohio – March 16, 2009 – Dana Holding Corporation (NYSE: DAN) today announced its full-year and fourth-quarter 2008 results.

Sales for the full-year 2008 were $8,095 million, down $626 million from $8,721 million in 2007. This decrease was driven primarily by sharply declining vehicle production levels in North America.

Including a one-time gain of $754 million related to emergence from Chapter 11 reorganization, net income was $18 million, compared with a net loss of $551 million for 2007. Earnings before interest, taxes, depreciation, amortization, and restructuring (EBITDA) for the full year were $301 million, compared with $450 million in 2007. The decline was due to significantly lower vehicle production, which was partially offset by margin improvements and cost reductions.

At year end, Dana had cash balances of $777 million and total liquidity of $866 million. Net debt was $474 million.

“We continue to respond to difficult market conditions through aggressive cost-reduction and efficiency actions, comprehensive operational restructuring, and being responsive to our customers,” said Chairman and CEO John Devine. “These are unprecedented times that make any projections uncertain. We believe we are taking the difficult actions necessary to survive in the current environment and compete over the long term. There can be no assurances, however, if the global economy deteriorates substantially beyond our planning assumptions.”

Three-Month Results

Sales for the fourth quarter of 2008 were $1,521 million, down $636 million, or 29 percent, from the prior year. Sales were impacted by both sharply declining North American vehicle production and unfavorable currency changes.

Fourth-quarter EBITDA was a negative $3 million, compared to $112 million for the same period in 2007. The impact of lower vehicle production drove the reduction in earnings. This decline was partially offset by higher pricing and cost savings from operational improvements.

Free cash flow was a negative $50 million for the fourth quarter, compared to $83 million for the prior-year period, primarily due to lower earnings for the quarter. Working capital was a source of $177 million of cash during the quarter, primarily due to lower production volumes. The cash balance at year end also reflects the repayment of $150 million of outstanding principal under the term loan facility to support an amendment to the company’s credit agreement.

Devine added, “We expect 2009 to be even more challenging than 2008, but we believe Dana is prepared with plans to continue re-sizing our operations, improve operational performance and margins, and maintain adequate liquidity and earnings.”

*                *                *

Dana to Host Fourth-Quarter Conference Call at 10:30 a.m. Today

Dana will discuss its full-year and fourth-quarter results in a conference call at 10:30 a.m. EDT today. Participants may listen via audio streaming online or telephone. Slide viewing and audio streaming are available via a link provided on the Dana Investor Web site – accessed through www.dana.com. Domestically, the call can be by joined by dialing 1-888-311-4590 (Conference I.D. 83216554); internationally, dial 1-706-758-0054 (Conference I.D. 83216554). Please ask for the Dana Quarterly Webcast and Conference Call. Phone registration will begin at 10 a.m. A recording of the call and a webcast replay will be available after 5 p.m. today 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 11 months ended December 31, 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 12 months ended December 31, 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 twelve 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. Based in Toledo, Ohio, the company employs approximately 29,000 people in 26 countries and reported 2008 sales of $8.1 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 December 31, 2008 and 2007

		Three Months Ended
		December 31,
		Dana					Prior Dana
		2008					2007
Net sales		$	1,521				$	2,157
Costs and expenses
Cost of sales			1,548					2,030
Selling, general and administrative expenses			67					102
Amortization of intangibles			17
Realignment charges, net			53					46
Impairment of goodwill			(11	)				89
Impairment of assets			4
Other income, net			(1	)				54
Income (loss) from continuing operations before interest, reorganization items and income taxes			(158	)				(56	)
Interest expense (contractual interest of $54 for the three months ended December 31, 2007)			43					27
Reorganization items, net			3					102
Loss from continuing operations before income taxes			(204	)				(185	)
Income tax benefit (expense)			(51	)				(47	)
Equity in earnings of affiliates			(1	)				4
Loss from continuing operations			(256	)				(228	)
Loss from discontinued operations								(29	)
Net loss			(256	)				(257	)
Preferred stock dividend requirements			8
Net loss available to common stockholders		$	(264	)			$	(257	)
Net loss from continuing operations:
Basic		$	(2.64	)			$	(1.52	)
Diluted		$	(2.64	)			$	(1.52	)
Net loss from discontinued operations
Basic		$	—				$	(0.19	)
Diluted		$	—				$	(0.19	)
Net loss available to common stockholders
Basic		$	(2.64	)			$	(1.71	)
Diluted		$	(2.64	)			$	(1.71	)
Average common shares outstanding:
Basic			100					150
Diluted			100					150

DANA HOLDING CORPORATION
Consolidated Statement of Operations
For the Years Ended December 31, 2008 and 2007

		Dana				Prior Dana					Combined				Prior Dana
		Eleven Months				One Month					Year				Year
		Ended				Ended					Ended				Ended
		December 31				January 31,					December 31,				December 31,
		2008				2008					2008 (1)				2007
Net sales		$	7,344			$	751				$	8,095			$	8,721
Costs and expenses
Cost of sales			7,127				702					7,829				8,231
Selling, general and administrative expenses			303				34					337				365
Amortization of intangibles			66									66
Realignment charges, net			114				12					126				205
Impairment of goodwill			169									169				89
Impairment of assets			14									14
Other income, net			53				8					61				162
Income (loss) from continuing operations before interest, reorganization items and income taxes			(396	)			11					(385	)			(7	)
Interest expense (contractual interest of $17 for the one month ended January 31, 2008 and $213 for the twelve months ended December 31, 2007)			142				8					150				105
Reorganization items, net			25				98					123				275
Fresh start accounting adjustments							1,009					1,009
Income (loss) from continuing operations before income taxes			(563	)			914					351				(387	)
Income tax expense			(107	)			(199	)				(306	)			(62	)
Minority interests			(6	)			(2	)				(8	)			(10	)
Equity in earnings of affiliates			(11	)			2					(9	)			26
Income (loss) from continuing operations			(687	)			715					28				(433	)
Loss from discontinued operations			(4	)			(6	)				(10	)			(118	)
Net income (loss)			(691	)			709					18				(551	)
Preferred stock dividend requirements			29									29
Net income (loss) available to common stockholders		$	(720	)		$	709				$	(11	)		$	(551	)
Net income (loss) from continuing operations:
Basic		$	(7.16	)		$	4.77								$	(2.89	)
Diluted		$	(7.16	)		$	4.75								$	(2.89	)
Net loss from discontinued operations
Basic		$	(0.04	)		$	(0.04	)							$	(0.79	)
Diluted		$	(0.04	)		$	(0.04	)							$	(0.79	)
Net income (loss) available to common stockholders:
Basic		$	(7.20	)		$	4.73								$	(3.68	)
Diluted		$	(7.20	)		$	4.71								$	(3.68	)
Average common shares outstanding:
Basic			100				150									150
Diluted			100				150									150

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

		Dana					Prior Dana
		December 31,					December 31,
		2008					2007
Assets
Current assets
Cash and cash equivalents		$	777				$	1,271
Restricted cash								93
Accounts receivable
Trade, less allowance for doubtful accounts of $23 in 2008 and $20 in 2007			827					1,197
Other			170					295
Inventories			901					812
Assets of discontinued operations								24
Other current assets			58					100
Total current assets			2,733					3,792
Goodwill			108					349
Intangibles			569					1
Investments and other assets			207					348
Investments in affiliates			135					172
Property, plant and equipment, net			1,841					1,763
Total assets		$	5,593				$	6,425
Liabilities and stockholders’ equity (deficit)
Current liabilities
Notes payable, including current portion of long-term debt		$	70				$	283
Debtor-in-possession financing								900
Accounts payable			824					1,072
Accrued payroll and employee benefits			185					258
Liabilities of discontinued operations								9
Taxes on income			93					12
Other accrued liabilities			274					386
Total current liabilities			1,446					2,920
Liabilities subject to compromise								3,511
Deferred employee benefits and other non-current liabilities			845					662
Long-term debt			1,181					19
Minority interest in consolidated subsidiaries			107					95
Commitments and contingencies
Total liabilities			3,579					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, 100,099,188 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			2,321					202
Accumulated deficit			(720	)				(468	)
Accumulated other comprehensive loss			(359	)				(666	)
Total stockholders’ equity (deficit)			2,014					(782	)
Total liabilities and stockholders’ equity		$	5,593				$	6,425

DANA HOLDING CORPORATION
Consolidated Statement of Cash Flows (Unaudited)
For the Three Months Ended December 31, 2008 and 2007

		Three Months Ended
		Dana					Prior Dana
		December 31,					December 31,
		2008					2007
Cash flows — operating activities
Net loss		$	(256	)			$	(257	)
Depreciation			74					70
Amortization of intangibles			21
Amortization of deferred financing charges and original issue discount			7
Loss on repayment of debt			13
Impairment of goodwill, intangibles, investments and other assets			(7	)				128
Minority interest								10
Unremitted earnings of affiliates			1					(4	)
Deferred income taxes			36					(40	)
Reorganization items net of cash payments								95
Pension — contributions paid in excess of expense			(5	)
OPEB — cash paid in excess of expense			(2	)
Loss on sale of businesses and assets			5
Change in accounts receivable			409					225
Change in inventories			77					45
Change in accounts payable			(216	)				(75	)
Change in accrued payroll and employee benefits			(28	)				12
Change in accrued income taxes			(24	)				(86	)
Change in other current assets and liabilities, net			(41	)				85
Change in other non-current assets and liabilities, net			(28	)				(19	)
Net cash flows used in operating activities (1)			36					189
Cash flows — investing activities
Purchases of property, plant and equipment (1)			(86	)				(106	)
Proceeds from sale of businesses and assets			14					98
Change in restricted cash								(81	)
Other			(1	)				10
Net cash flows provided by (used in) investing activities			(73	)				(79	)
Cash flows — financing activities
Net change in short-term debt			4					79
Payment of DCC Medium Term Notes								(3	)
Deferred financing fees			(24	)
Repayment of Exit Facility debt			(153	)
Other			(4	)
Net cash flows provided by (used in) financing activities			(177	)				76
Net increase (decrease) in cash and cash equivalents			(214	)				186
Cash and cash equivalents — beginning of period			1,007					1,035
Effect of exchange rate changes on cash balances			(16	)				43
Net change in cash of discontinued operations								7
Cash and cash equivalents — end of period		$	777				$	1,271

DANA HOLDING CORPORATION
Consolidated Statement of Cash Flows
For the Twelve Months Ended December 30, 2008 and 2007

		Twelve Months Ended December 31, 2008
		Dana					Prior Dana				Combined				Prior Dana
		Eleven Months					One Month				Twelve Months				Twelve Months
		Ended					Ended				Ended				Ended
		December 31,					January 31,				December 31,				December 31,
		2008					2008				2008 (1)				2007
Cash flows — operating activities
Net income (loss)		$	(691	)			$	709			$	18			$	(551	)
Depreciation			269					23				292				279
Amortization of intangibles			81									81
Amortization of inventory valuation			15									15
Amortization of deferred financing charges and original issue discount			24									24
Loss on repayment of debt			13									13
Impairment of goodwill, intangibles, investments and other assets			183									183				131
Non-cash portion of U.K. pension charge																60
Minority interest			6					2				8				10
Unremitted earnings of affiliates			21					(4	)			17				(26	)
Deferred income taxes			22					191				213				(29	)
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				154
Fresh start adjustments								(1,009	)			(1,009	)
Payments to VEBAs (2)			(733	)				(55	)			(788	)			(27	)
Pension — contributions paid in excess of expense			(36	)				(2	)			(38	)
OPEB — cash paid in excess of expense								(2	)			(2	)			(71	)
Loss on sale of businesses and assets			6					7				13
Change in accounts receivable			512					(78	)			434				(23	)
Change in inventories			42					(28	)			14				(5	)
Change in accounts payable			(227	)				17				(210	)			110
Change in accrued payroll and employee benefits			(79	)				12				(67	)			10
Change in accrued income taxes			(40	)				(2	)			(42	)			(6	)
Change in other current assets and liabilities, net			(142	)				18				(124	)			(3	)
Change in other non-current assets and liabilities, net			(19	)				27				8				(65	)
Net cash flows used in operating activities (2)			(897	)				(122	)			(1,019	)			(52	)
Cash flows — investing activities
Purchases of property, plant and equipment (2)			(234	)				(16	)			(250	)			(254	)
Proceeds from sale of businesses and assets			14					5				19				609
Change in restricted cash								93				93				(78	)
Other			(1	)				(5	)			(6	)			71
Net cash flows provided by (used in) investing activities			(221	)				77				(144	)			348
Cash flows — financing activities
Proceeds from (repayment of) debtor-in-possession facility								(900	)			(900	)			200
Net change in short-term debt			(70	)				(18	)			(88	)			98
Payment of DCC Medium Term Notes								(136	)			(136	)			(132	)
Proceeds from Exit Facility debt			80					1,350				1,430
Original issue discount fees								(114	)			(114	)
Deferred financing fees			(26	)				(40	)			(66	)
Repayment of Exit Facility debt			(164	)								(164	)
Issuance of Series A and Series B preferred stock								771				771
Preferred dividends paid			(18	)								(18	)
Other			(9	)				(1	)			(10	)
Net cash flows provided by (used in) financing activities			(207	)				912				705				166
Net increase (decrease) in cash and cash equivalents			(1,325	)				867				(458	)			462
Cash and cash equivalents — beginning of period			2,147					1,271				1,271				704
Effect of exchange rate changes on cash balances			(45	)				5				(40	)			104
Net change in cash of discontinued operations								4				4				1
Cash and cash equivalents — end of period		$	777				$	2,147			$	777			$	1,271

DANA HOLDING CORPORATION
SEGMENT SALES AND EBITDA

		(Unaudited)
		Three Months Ended									Twelve Months Ended
		December 31,									December 31,
		Dana					Prior Dana				Combined				Prior Dana
		2008					2007				2008 (1)				2007
SALES
Light Axle		$	386				$	644			$	2,154			$	2,627
Driveshaft			205					316				1,179				1,200
Sealing			134					183				705				728
Thermal			42					72				259				293
Structures			159					263				876				1,069
Commercial Vehicle			249					285				1,187				1,235
Off-Highway			347					391				1,727				1,549
Other			(1	)				3				8				20
Total Sales		$	1,521				$	2,157			$	8,095			$	8,721
EBITDA
Light Axle		$	(2	)			$	30			$	71			$	106
Driveshaft			(5	)				28				108				104
Sealing			(3	)				19				61				73
Thermal			(2	)				3				8				21
Structures			(5	)				21				52				101
Commercial Vehicle			16					33				135				156
Off-Highway			(4	)				(4	)			(18	)			(27	)
Eliminations and other			5					15				33				62
Segment EBITDA								145				450				596
Shared services and administrative			(28	)				(25	)			(146	)			(143	)
Other expense, net			25					(4	)							3
Foreign exchange not in segments								(4	)			(3	)			(6	)
EBITDA		$	(3	)			$	112			$	301			$	450

DANA HOLDING CORPORATION
SEGMENT EBITDA AND FREE CASH FLOW RECONCILIATION (Unaudited)
Reconciliation of Segment EBITDA to Income (Loss)
from Continuing Operations Before Income Taxes

		Three Months Ended
		December 31,
		Dana					Prior Dana
		2008					2007
EBITDA			(3	)				112
Depreciation			(75	)				(70	)
Amortization			(21	)
Realignment			(53	)				(46	)
DCC EBIT								24
Goodwill impairment			11					(89	)
Impairment of investments and other assets			(4	)
Reorganization items, net			(3	)				(102	)
Loss on repayment of debt			(10	)
Strategic transaction expenses			(3	)
Loss on sale of assets, net			(3	)
Stock compensation expense			(2	)
Foreign exchange on intercompany loans and market value adjustments on hedges			(7	)
Interest expense			(43	)				(27	)
Interest income			12					13
Loss from continuing operations before income taxes		$	(204	)			$	(185	)
Operating cash flow		$	36				$	189
Purchases of property, plant and equipment			(86	)				(106	)
Free cash flow		$	(50	)			$	83

DANA HOLDING CORPORATION
SEGMENT EBITDA AND FREE CASH FLOW RECONCILIATION
Reconciliation of Segment EBITDA to Income (Loss)
from Continuing Operations Before Income Taxes

		Twelve Months Ended December 31, 2008
		Dana				Prior Dana					Combined				Prior Dana
		Eleven Months				One Month					Twelve Months				Twelve Months
		Ended				Ended					Ended				Ended
		December 31,				January 31,					December 31,				December 31,
		2008				2008					2008 (1)				2007
EBITDA		$	259			$	42				$	301			$	450
Depreciation			(269	)			(23	)				(292	)			(278	)
Amortization			(96	)								(96	)
Realignment			(114	)			(12	)				(126	)			(205	)
DCC EBIT			(2	)								(2	)			38
Goodwill impairment			(169	)								(169	)			(89	)
Impairment of investments and other assets			(14	)								(14	)
Reorganization items, net			(25	)			(98	)				(123	)			(275	)
Loss on repayment of debt			(10	)								(10	)
Strategic transaction expenses			(10	)								(10	)
Loss on sale of assets, net			(10	)								(10	)			(9	)
Stock compensation expense			(6	)								(6	)
Foreign exchange on intercompany loans and market value adjustments on hedges			(3	)								(3	)			44
Divestiture gains
Interest expense			(142	)			(8	)				(150	)			(105	)
Interest income			48				4					52				42
Fresh start accounting adjustments							1,009					1,009
Income (loss) from continuing operations before income taxes		$	(563	)		$	914				$	351			$	(387	)
Operating cash flow		$	(897	)		$	(122	)			$	(1,019	)		$	(52	)
Bankruptcy emergence payments			833				55					888				27
Purchases of property, plant and equipment			(234	)			(16	)				(250	)			(254	)
Free cash flow		$	(298	)		$	(83	)			$	(381	)		$	(279	)