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)

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

On May 7, 2009, Dana Holding Corporation (“Dana”) issued a news release announcing its results for the first quarter ended March 31, 2009. A copy of the press release and the presentation slides which will be discussed during Dana’s webcast and conference call to be held on Thursday, May 7, 2009 at 10:30 AM ET 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 May 7, 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.

Exhibit Index

Exhibit No.		Description
99.1		Dana Holding Corporation Press Release dated May 7, 2009
99.2		Presentation Slides

Exhibit 99.1

Dana Holding Corporation Reports First-Quarter 2009 Results,
Announces Debt Repurchase Program

	•		Market weakness drives 47-percent sales decline compared to first quarter of 2008
	•		Operations aggressively right-sizing to new production levels
	•		2009 plan on track despite weak global markets

TOLEDO, Ohio — May 7, 2009 — Dana Holding Corporation (NYSE: DAN) today announced its first-quarter 2009 results.

First-quarter highlights included:

	•		Sales of $1,216 million, a 47-percent decrease compared with 2008, primarily related to lower vehicle production across all market segments.
	•		Net loss of $160 million, compared with first-quarter 2008 net income of $663 million. The 2008 results included a one-time gain of $754 million after taxes, related to emergence and adoption of fresh start accounting. Excluding the one-time gain, the comparable first-quarter 2008 net loss was $91 million.
	•		Earnings before interest, taxes, depreciation, amortization, and restructuring (EBITDA) of $16 million, compared with $134 million in 2008. The negative impacts associated with volume declines were partially offset by improved operational performance and pricing.
	•		A cash balance of $549 million and total liquidity of $687 million at March 31, 2009. Net debt was $679 million.

Declining Global Markets Weaken Results

“Our first-quarter results were hit hard by the continued global recession,” said Dana Chairman & CEO John Devine. “Despite this backdrop, we are making good progress on improving our business through cost reductions, right-sizing our operations, and improving margins and working capital. During the first quarter, we reduced our global workforce by nearly 5,000 employees and reduced fixed costs, achieving total cost reductions of approximately $300 million.

“These efforts have helped preserve adequate liquidity,” Devine added. “At the same time, we also are securing profitable new business with global customers, which will benefit Dana moving forward.”

The effects of the current economic downturn continued during the first quarter of 2009. First-quarter North American light vehicle production decreased by 51 percent compared with the same period last year. Outside North America, light vehicle production declined by 34 percent. Quarterly North American production of Class 8 trucks was down 40 percent and production of medium-duty trucks declined by 44 percent compared with the same period one year ago. Dana’s off-highway sales decreased by 47 percent globally compared with the first quarter of 2008.

Dana Initiates Debt Repurchase Program

Dana also announced today that it is initiating a Dutch auction tender program to repurchase up to 10 percent of the existing $1.26 billion under its Term Loan Facility. The company anticipates that the repurchase activity under this program will be completed later this month.

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

Dana will discuss its first-quarter results in a conference call at 10:30 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. # 95720792). International locations should call 1-706-758-0054 (Conference I.D. # 95720792). Please ask for the Dana Holding Corporation Financial Webcast and Conference Call. Phone registration will be available beginning at 10 a.m. EDT. 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 95720792. 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 2 months ended March 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 three months ended March 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 two 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 24,000 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 March 31, 2009 and 2008

		Dana				Combined (1)				Dana					Prior Dana
		Three Months				Three Months				Two Months					One Month
		Ended				Ended				Ended					Ended
		March 31,				March 31,				March 31,					January 31,
		2009				2008				2008					2008
Net sales		$	1,216			$	2,312			$	1,561				$	751
Costs and expenses
Cost of sales			1,233				2,205				1,503					702
Selling, general and administrative expenses			75				99				65					34
Amortization of intangibles			17				12				12
Realignment charges, net			50				17				5					12
Other income, net			29				40				32					8
Income (loss) from continuing operations before interest, reorganization items and income taxes			(130	)			19				8					11
Interest expense (contractual interest of $17 for the one month ended January 31, 2008)			35				35				27					8
Reorganization items			1				107				9					98
Fresh start accounting adjustments							1,009									1,009
Income (loss) from continuing operations before income taxes			(166	)			886				(28	)				914
Income tax benefit (expense)			9				(219	)			(20	)				(199	)
Equity in earnings of affiliates			(3	)			3				1					2
Income (loss) from continuing operations			(160	)			670				(47	)				717
Loss from discontinued operations							(7	)			(1	)				(6	)
Net income (loss)			(160	)			663				(48	)				711
Less: Net loss (income) attributable to noncontrolling interests			3				(4	)			(2	)				(2	)
Net income (loss) attributable to the parent company			(157	)			659				(50	)				709
Preferred stock dividend requirements			8				5				5
Net income (loss) available to common stockholders		$	(165	)		$	654			$	(55	)			$	709
Income (loss) per share from continuing operations attributable to parent company stockholders:
Basic		$	(1.64	)						$	(0.54	)			$	4.77
Diluted		$	(1.64	)						$	(0.54	)			$	4.75
Loss per share from discontinued operations attributable to parent company stockholders:
Basic		$	—							$	(0.01	)			$	(0.04	)
Diluted		$	—							$	(0.01	)			$	(0.04	)
Net income (loss) per share attributable to parent company stockholders:
Basic		$	(1.64	)						$	(0.55	)			$	4.73
Diluted		$	(1.64	)						$	(0.55	)			$	4.71
Average common shares outstanding
Basic			100								100					150
Diluted			100								100					150

DANA HOLDING CORPORATION
Consolidated Balance Sheet (Unaudited)
As of March 31, 2009 and December 31, 2008

		March 31,				December 31,
		2009				2008
Assets
Current assets
Cash and cash equivalents		$	549			$	777
Accounts receivable
Trade, less allowance for doubtful accounts of $21 in 2009 and $23 in 2008			804				827
Other			188				170
Inventories
Raw materials			337				394
Work in process and finished goods			434				521
Other current assets			117				58
Total current assets			2,429				2,747
Goodwill			103				108
Intangibles			538				569
Investments and other assets			187				207
Investments in affiliates			132				135
Property, plant and equipment, net			1,758				1,841
Total assets		$	5,147			$	5,607
Liabilities and equity
Current liabilities
Notes payable, including current portion of long-term debt		$	44			$	70
Liability for advance received on corporate facility sale			11
Accounts payable			613				824
Accrued payroll and employee benefits			168				185
Taxes on income			89				93
Other accrued liabilities			257				274
Total current liabilities			1,182				1,446
Long-term debt			1,184				1,181
Deferred employee benefits and other non-current liabilities			886				845
Commitments and contingencies (Note 18)
Total liabilities			3,252				3,472
Parent company stockholders’ equity
Preferred stock, 50,000,000 shares authorized
Series A, $0.01 par value, 2,500,000 issued and outstanding			242				242
Series B, $0.01 par value, 5,400,000 issued and outstanding			529				529
Common stock, $.01 par value, 450,000,000 authorized, 100,074,997 issued and outstanding			1				1
Additional paid-in capital			2,323				2,321
Accumulated deficit			(871	)			(706	)
Accumulated other comprehensive loss			(428	)			(359	)
Total parent company stockholders’ equity			1,796				2,028
Noncontrolling interests			99				107
Total equity			1,895				2,135
Total liabilities and equity		$	5,147			$	5,607

DANA HOLDING CORPORATION
Consolidated Statement of Cash Flows (Unaudited)
For the Three Months Ended March 31, 2009 and 2008

		Dana				Combined				Dana					Prior Dana
		Three Months				Three Months				Two Months					One Month
		Ended				Ended				Ended					Ended
		March 31,				March 31,				March 31,					January 31,
		2009				2008 (1)				2008					2008
Cash flows — operating activities
Income (loss) attributable to the parent company		$	(157	)		$	659			$	(50	)			$	709
Income (loss) attributable to noncontrolling interests			(3	)			4				2					2
Net income (loss)			(160	)			663				(48	)				711
Depreciation			73				70				47					23
Amortization of intangibles			21				15				15
Amortization of inventory valuation							45				45
Amortization of deferred financing charges and original issue discount			7				4				4
Deferred income taxes			(13	)			189				(2	)				191
Reorganization:
Gain on settlement of liabilities subject to compromise							(27	)								(27	)
Payment of claims (2)							(88	)			(88	)
Reorganization items net of cash payments			(1	)			61				(18	)				79
Fresh start adjustments							(1,009	)								(1,009	)
Payments to VEBAs (2)							(788	)			(733	)				(55	)
Loss (gain) on sale of businesses and assets			(1	)			8				1					7
Change in working capital			(112	)			(189	)			(128	)				(61	)
Other, net			12				(3	)			(22	)				19
Net cash flows used in operating activities (2)			(174	)			(1,049	)			(927	)				(122	)
Cash flows — investing activities
Purchases of property, plant and equipment (2)			(30	)			(45	)			(29	)				(16	)
Proceeds from sale of businesses and assets							5									5
Change in restricted cash							93									93
Other							3				8					(5	)
Net cash flows provided by (used in) investing activities			(30	)			56				(21	)				77
Cash flows — financing activities
Repayment of debtor-in-possession facility							(900	)								(900	)
Net change in short-term debt			(24	)			(25	)			(7	)				(18	)
Proceeds from sale of fixed assets			11
Payment of DCC Medium Term Notes							(136	)								(136	)
Proceeds from Exit Facility debt							1,430				80					1,350
Original issue discount							(114	)								(114	)
Deferred financing payments							(40	)								(40	)
Repayment of Exit Facility debt			(3	)			(4	)			(4	)
Issuance of Series A and Series B preferred stock							771									771
Other			2				(6	)			(5	)				(1	)
Net cash flows provided by (used in) financing activities			(14	)			976				64					912
Net increase (decrease) in cash and cash equivalents			(218	)			(17	)			(884	)				867
Cash and cash equivalents — beginning of period			777				1,271				2,147					1,271
Effect of exchange rate changes on cash balances			(10	)			25				20					5
Net change in cash of discontinued operations							4									4
Cash and cash equivalents — end of period		$	549			$	1,283			$	1,283				$	2,147

DANA HOLDING CORPORATION
SEGMENT SALES AND EBITDA
For the Three Months Ended March 31, 2009 and 2008

		Dana				Combined (1)				Dana					Prior Dana
		Three Months				Three Months				Two Months					One Month
		Ended				Ended				Ended					Ended
		March 31,				March 31,				March 31,					January 31,
		2009				2008				2008					2008
SALES
Light Vehicle Driveline		$	424			$	861			$	579				$	282
Sealing			117				195				131					64
Thermal			39				80				52					28
Structures			117				270				180					90
Commercial Vehicle			257				405				276					129
Off-Highway			262				499				342					157
Other							2				1					1
Total Sales		$	1,216			$	2,312			$	1,561				$	751
EBITDA
Light Vehicle Driveline		$	(7	)		$	37			$	27				$	10
Sealing			(2	)			19				13					6
Thermal			1				6				3					3
Structures			8				18				14					4
Commercial Vehicle			6				22				16					6
Off-Highway			11				42				28					14
Segment EBITDA			17				144				101					43
Shared services and administrative			(5	)			(6	)			(3	)				(3	)
Other income (expense), net			(1	)			(6	)			(4	)				(2	)
Foreign exchange not in segments			5				2				2
EBITDA		$	16			$	134			$	96				$	38

DANA HOLDING CORPORATION
SEGMENT EBITDA RECONCILIATION (Unaudited)
Reconciliation of Segment EBITDA to Income (Loss)
from Continuing Operations Before Income Taxes
For the Three Months Ended March 31, 2009 and 2008

		Dana				Combined (1)				Dana					Prior Dana
		Three Months				Three Months				Two Months					One Month
		Ended				Ended				Ended					Ended
		March 31,				March 31,				March 31,					January 31,
		2009				2008				2008					2008
Segment EBITDA		$	17			$	144			$	101				$	43
Shared services and administrative			(5	)			(6	)			(3	)				(3	)
Other income (expense), net			(1	)			(6	)			(4	)				(2	)
Foreign exchange not in segments			5				2				2
EBITDA			16				134				96					38
Depreciation			(73	)			(70	)			(47	)				(23	)
Amortization			(21	)			(60	)			(60	)
Realignment			(50	)			(17	)			(5	)				(12	)
Reorganization items, net			(1	)			(107	)			(9	)				(98	)
Loss on sale of assets, net			(1	)
Stock compensation expense			(2	)
Foreign exchange on intercompany loans and market value adjustments on hedges			(5	)			17				13					4
Interest expense			(35	)			(35	)			(27	)				(8	)
Interest income			6				15				11					4
Fresh start accounting adjustments							1,009									1,009
Income (loss) from continuing operations before income taxes		$	(166	)		$	886			$	(28	)			$	914