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)

3939 Technology Drive, Maumee, Ohio 43537
(Address of principal executive offices) (Zip Code)

(419) 887-3000
(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 today issued a news release announcing its results for the quarter and year ended December 31, 2009. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this report (including Exhibits 99.1 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 exhibit is furnished with this report.

Exhibit No.		Description
99.1		Dana Holding Corporation Press Release dated February 24, 2010

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 February 24, 2010

Exhibit 99.1

Dana Holding Corporation Reports 2009 Results

	•		Operational profit improvements of more than $500 million substantially offset 35% sales decline
	•		Achieved full-year adjusted EBITDA of $326 million
	•		Delivered key financial objectives – positive cash, cost reductions, and margin improvements – in difficult environment
	•		Accomplished sequential improvement in sales and adjusted EBITDA from third quarter of 2009
	•		Increased total cash to $947 million, reduced net debt by $418 million in 2009

MAUMEE, Ohio – February 24, 2010 – Dana Holding Corporation (NYSE: DAN) today announced its full-year and fourth-quarter 2009 results.

Operating improvements of more than $500 million from margin improvements, cost reductions, and other factors largely offset lower profits resulting from a 35-percent decline in full-year sales, which was due to substantially lower industry production volumes in 2009. As a result, adjusted EBITDA was $326 million, down just $23 million compared to 2008. Full-year 2009 sales were $5,228 million, down $2,867 million from the prior year.

Dana significantly improved margins over 2008, despite the reduced production volumes in 2009. Fourth-quarter 2009 adjusted EBITDA margin was 7.7 percent, compared with fourth-quarter 2008 adjusted EBITDA of 0.3 percent. Cost reduction efforts contributed approximately $300 million to the full-year 2009 improvement.

In 2009, Dana narrowed its net loss by $291 million compared to the prior year, after excluding a one-time gain of $754 million in 2008 recognized in connection with the application of fresh start accounting. The company reported a net loss of $431 million in 2009, which included fourth-quarter after-tax charges of $153 million related to the planned divestiture of its Structural Products business to Metalsa, S.A. de C.V.

At December 31, 2009, Dana had increased its cash position by $170 million to $947 million; improved total liquidity by $215 million to $1,094 million; reduced total debt by $248 million to $1,003 million; and reduced net debt by $418 million to $56 million, all compared to respective 2008 year-end totals.

“In spite of a substantial downturn in our markets, the Dana team delivered solid cash generation and vital cost reductions and margin improvements,” said Dana President and Chief Executive Officer Jim Sweetnam. “These achievements helped dampen the negative impacts of the broader marketplace and provide a solid base for improvement in 2010.

“Our team is managing aggressively through a difficult period and delivering on our commitments,” he added. “Much more work lies ahead, but as we begin to see modest increases in vehicle production across our segments and regions, we also see opportunities to take advantage of our improving competitive position and renewed focus on product development.”

Fourth-Quarter Results

In the fourth quarter of 2009, the company narrowed its net loss to $236 million, compared with a net loss of $249 million for the same period in 2008, despite the inclusion of the net charges of $153 million associated with the anticipated sale of the Structures business.

Dana Breaks Ground for New Gear Manufacturing & Testing Center in India

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

Non-GAAP Measures

This release refers to adjusted EBITDA, which we’ve defined to be earnings before interest, taxes, depreciation, amortization, non-cash equity grant expense, restructuring expense, and other nonrecurring items (gain/loss on debt extinguishment or divestitures, impairment, etc). Adjusted EBITDA is a non-GAAP financial measure, and the measure currently being used by Dana as the primary measure of its operating segment performance. 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 adjusted EBITDA, which is a performance measure that excludes depreciation and amortization, the comparability of results is enhanced. Management also believes that adjusted EBITDA is an important measure since the financial covenants of our primary debt agreements are adjusted EBITDA-based, and our management incentive performance programs are based, in part, on adjusted EBITDA. Because it is a non-GAAP measure, adjusted 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 adjusted EBITDA for the periods presented to the reported income (loss) from continuing operations before income taxes, which is a GAAP measure.

Forward-Looking Statements

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

Investor Contact		Media Contact
Lillian Etzkorn:  419.887.5160		Chuck Hartlage:  419.887.5123

DANA HOLDING CORPORATION
Consolidated Statement of Operations (Unaudited)
For the Three Months Ended December 31, 2009 and 2008

		Three Months Ended
		December 31,
		2009				2008
Net sales		$	1,493			$	1,521
Costs and expenses
Cost of sales			1,387				1,541
Selling, general and administrative expenses			96				67
Amortization of intangibles			18				17
Restructuring charges, net			25				53
Impairment of goodwill							(11	)
Impairment of long-lived assets			150				4
Other expense, net			(2	)			(1	)
Loss before interest, reorganization items and income taxes			(185	)			(151	)
Interest expense			31				43
Reorganization items							3
Loss before income taxes			(216	)			(197	)
Income tax expense			(12	)			(51	)
Equity in earnings of affiliates			(7	)			(1	)
Net loss			(235	)			(249	)
Less: Noncontrolling interests net income			1
Net loss attributable to the parent company			(236	)			(249	)
Preferred stock dividend requirements			8				8
Net loss available to common stockholders		$	(244	)		$	(257	)
Net loss per share available to parent company stockholders:
Basic		$	(2.02	)		$	(2.57	)
Diluted		$	(2.02	)		$	(2.57	)
Average common shares outstanding
Basic			139				100
Diluted			139				100

DANA HOLDING CORPORATION
Consolidated Statement of Operations
For the Years Ended December 31, 2009 and 2008

										Dana					Prior Dana
										Eleven Months					One Month
		Dana				Combined (1)				Ended					Ended
		Year Ended December 31,								December 31,					January 31,
		2009				2008				2008					2008
Net sales		$	5,228			$	8,095			$	7,344				$	751
Costs and expenses
Cost of sales			4,985				7,815				7,113					702
Selling, general and administrative expenses			313				337				303					34
Amortization of intangibles			71				66				66
Restructuring charges, net			118				126				114					12
Impairment of goodwill							169				169
Impairment of long-lived assets			156				14				14
Other income, net			98				61				53					8
Income (loss) from continuing operations before interest, reorganization items and income taxes			(317	)			(371	)			(382	)				11
Interest expense			139				150				142					8
Reorganization items			(2	)			123				25					98
Fresh start accounting adjustments							1,009									1,009
Income (loss) from continuing operations before income taxes			(454	)			365				(549	)				914
Income tax benefit (expense)			27				(306	)			(107	)				(199	)
Equity in earnings of affiliates			(9	)			(9	)			(11	)				2
Income (loss) from continuing operations			(436	)			50				(667	)				717
Loss from discontinued operations							(10	)			(4	)				(6	)
Net income (loss)			(436	)			40				(671	)				711
Less: Noncontrolling interests net income (loss)			(5	)			8				6					2
Net income (loss) attributable to the parent company			(431	)			32				(677	)				709
Preferred stock dividend requirements			32				29				29
Net income (loss) available to common stockholders		$	(463	)		$	3			$	(706	)			$	709
Income (loss) per share from continuing operations available to parent company stockholders:
Basic		$	(4.19	)						$	(7.02	)			$	4.77
Diluted		$	(4.19	)						$	(7.02	)			$	4.75
Loss per share from discontinued operations attributable to parent company stockholders:
Basic		$	-							$	(0.04	)			$	(0.04	)
Diluted		$	-							$	(0.04	)			$	(0.04	)
Net income (loss) per share available to parent company stockholders:
Basic		$	(4.19	)						$	(7.06	)			$	4.73
Diluted		$	(4.19	)						$	(7.06	)			$	4.71
Average common shares outstanding
Basic			110								100					150
Diluted			110								100					150

DANA HOLDING CORPORATION
Consolidated Balance Sheet
As of December 31, 2009 and 2008

		December 31,
		2009				2008
Assets
Current assets
Cash and cash equivalents		$	947			$	777
Accounts receivable
Trade, less allowance for doubtful accounts of $18 in 2009 and $23 in 2008			728				764
Other			141				164
Inventories			608				869
Other current assets			59				52
Current assets held for sale			99				121
Total current assets			2,582				2,747
Goodwill			111				108
Intangibles			438				515
Investments and other assets			233				200
Investments in affiliates			112				119
Property, plant and equipment, net			1,484				1,636
Non-current assets held for sale			104				282
Total assets		$	5,064			$	5,607
Liabilities and equity
Current liabilities
Notes payable, including current portion of long-term debt		$	34			$	70
Accounts payable			601				759
Accrued payroll and employee benefits			103				112
Accrued restructuring costs			29				65
Taxes on income			40				93
Other accrued liabilities			270				258
Current liabilities held for sale			79				89
Total current liabilities			1,156				1,446
Long-term debt			969				1,181
Deferred employee benefits and other non-current liabilities			1,160				845
Commitments and contingencies
Total liabilities			3,285				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, $0.01 par value, 450,000,000 authorized, 139,414,149 issued and outstanding			1				1
Additional paid-in capital			2,580				2,321
Accumulated deficit			(1,169	)			(706	)
Accumulated other comprehensive loss			(504	)			(359	)
Total parent company stockholders’ equity			1,679				2,028
Noncontrolling interests			100				107
Total equity			1,779				2,135
Total liabilities and equity		$	5,064			$	5,607

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

		Three Months Ended
		December 31,
		2009				2008
Cash flows – operating activities
Net loss		$	(235	)		$	(249	)
Depreciation			80				75
Amortization of intangibles			22				21
Amortization of deferred financing charges and original issue discount			7				7
Impairment of goodwill, intangibles, investments and other assets			150				(7	)
Deferred income taxes			11				40
Loss on extinguishment of debt							10
Change in accounts receivable			22				409
Change in inventories			35				70
Change in accounts payable			13				(216	)
Change in other current assets and liabilities			(25	)			(93	)
Other, net			40				(31	)
Net cash flows provided by operating activities (1)			120				36
Cash flows – investing activities
Purchases of property, plant and equipment (1)			(25	)			(86	)
Proceeds from sale of businesses and assets							14
Other			(2	)			(1	)
Net cash flows used in investing activities			(27	)			(73	)
Cash flows – financing activities
Net change in short-term debt							4
Deferred financing payments							(24	)
Proceeds from long-term debt			22
Repayment of long-term debt			(17	)			(153	)
Proceeds from issuance of common stock			33
Dividends paid to noncontrolling interests							(1	)
Other			1				(3	)
Net cash flows provided by (used in) financing activities			39				(177	)
Net increase (decrease) in cash and cash equivalents			132				(214	)
Cash and cash equivalents – beginning of period			814				1,007
Effect of exchange rate changes on cash balances			1				(16	)
Cash and cash equivalents – end of period		$	947			$	777

DANA HOLDING CORPORATION
Consolidated Statement of Cash Flows
For the Years Ended December 31, 2009 and 2008

										Dana					Prior Dana
										Eleven Months					One Month
		Dana				Combined (1)				Ended					Ended
		Year Ended December 31,								December 31,					January 31,
		2009				2008				2008					2008
Cash flows – operating activities
Net income (loss)		$	(436	)		$	40			$	(671	)			$	711
Depreciation			311				292				269					23
Amortization of intangibles			86				81				81
Amortization of inventory valuation							49				49
Amortization of deferred financing charges and original issue discount			34				27				27
Impairment of goodwill, intangibles, investments and other assets			156				183				183
Deferred income taxes			(20	)			213				22					191
(Gain) loss on extinguishment of debt			(35	)			10				10
Reorganization:
Reorganization items net of cash payments			(4	)			55				(24	)				79
Payment of claims (2)							(100	)			(100	)
Payments to VEBAs (2)							(788	)			(733	)				(55	)
Gain on settlement of liabilities subject to compromise							(27	)								(27	)
Fresh start adjustments							(1,009	)								(1,009	)
Pension contributions in excess of expense			(5	)			(38	)			(36	)				(2	)
Change in accounts receivable			107				434				512					(78	)
Change in inventories			299				(34	)			(6	)				(28	)
Change in accounts payable			(184	)			(210	)			(227	)				17
Change in accrued payroll and employee benefits			(80	)			(67	)			(79	)				12
Change in accrued income taxes			(41	)			(42	)			(40	)				(2	)
Change in other current assets and liabilities			(7	)			(124	)			(142	)				18
Other, net			27				36				8					28
Net cash flows provided by (used in) operating activities (2)			208				(1,019	)			(897	)				(122	)
Cash flows – investing activities
Purchases of property, plant and equipment (2)			(99	)			(250	)			(234	)				(16	)
Proceeds from sale of businesses and assets			3				19				14					5
Change in restricted cash							93									93
Other			(2	)			(6	)			(1	)				(5	)
Net cash flows provided by (used in) investing activities			(98	)			(144	)			(221	)				77
Cash flows – financing activities
Net change in short-term debt			(36	)			(88	)			(70	)				(18	)
Proceeds from Exit Facility debt							1,430				80					1,350
Deferred financing payments			(1	)			(66	)			(26	)				(40	)
Proceeds from long-term debt			27
Repayment of long-term debt			(214	)			(164	)			(164	)
Net proceeds from issuance of common stock			250
Dividends paid to preferred stockholders							(18	)			(18	)
Dividends paid to noncontrolling interests			(5	)			(8	)			(7	)				(1	)
Proceeds from (repayment of) debtor-in-possession facility							(900	)								(900	)
Payment of DCC Medium Term Notes							(136	)								(136	)
Original issue discount payment							(114	)								(114	)
Issuance of Series A and Series B preferred stock							771									771
Other			11				(2	)			(2	)
Net cash flows provided by (used in) financing activities			32				705				(207	)				912
Net increase (decrease) in cash and cash equivalents			142				(458	)			(1,325	)				867
Cash and cash equivalents – beginning of period			777				1,271				2,147					1,271
Effect of exchange rate changes on cash balances			28				(40	)			(45	)				5
Net change in cash of discontinued operations							4									4
Cash and cash equivalents – end of period		$	947			$	777			$	777				$	2,147

DANA HOLDING CORPORATION
Segment Sales & Adjusted EBITDA (Unaudited)
For the Three Months Ended December 31, 2009 and 2008

		Three Months Ended
		December 31,
SALES		2009				2008
Light Vehicle Driveline		$	595			$	508
Sealing			158				134
Thermal			53				42
Structures			189				159
Commercial Vehicle			288				321
Off-Highway			210				358
Other							(1	)
Total Sales		$	1,493			$	1,521
Adjusted EBITDA
Light Vehicle Driveline		$	52			$	(17	)
Sealing			10				(6	)
Thermal			5				(1	)
Structures			15				(8	)
Commercial Vehicle			28				3
Off-Highway			11				10
Segment EBITDA			121				(19	)
Shared services and administrative			(7	)			(7	)
Other income, net			3				30
Foreign exchange not in segments			(2	)
Adjusted EBITDA		$	115			$	4

DANA HOLDING CORPORATION
Segment Sales and Adjusted EBITDA
For the Years Ended December 31, 2009 and 2008

										Dana					Prior Dana
										Eleven Months					One Month
		Dana				Combined (1)				Ended					Ended
		Year Ended December 31,								December 31,					January 31,
SALES		2009				2008				2008					2008
Light Vehicle Driveline		$	2,021			$	2,884			$	2,603				$	281
Sealing			535				705				641					64
Thermal			179				259				231					28
Structures			592				876				786					90
Commercial Vehicle			1,051				1,572				1,442					130
Off-Highway			850				1,794				1,637					157
Other							5				4					1
Total Sales		$	5,228			$	8,095			$	7,344				$	751
Adjusted EBITDA
Light Vehicle Driveline		$	131			$	89			$	79				$	10
Sealing			21				50				44					6
Thermal			8				6				3					3
Structures			35				41				37					4
Commercial Vehicle			81				56				50					6
Off-Highway			38				116				102					14
Segment EBITDA			314				358				315					43
Shared services and administrative			(22	)			(26	)			(23	)				(3	)
Other income (expense), net			33				20				22					(2	)
Foreign exchange not in segments			1				(3	)			(3	)
Adjusted EBITDA		$	326			$	349			$	311				$	38

DANA HOLDING CORPORATION
Reconciliation of Segment and Adjusted EBITDA to Loss
from Continuing Operations Before Income Taxes
For the Three Months Ended December 31, 2009 and 2008

		Three Months Ended
		December 31,
		2009				2008
Segment EBITDA		$	121			$	(19	)
Shared services and administrative			(7	)			(7	)
Other income, net			3				30
Foreign exchange not in segments			(2	)
Adjusted EBITDA			115				4
Depreciation			(80	)			(75	)
Amortization			(22	)			(21	)
Restructuring			(25	)			(53	)
Impairment			(150	)			7
Reorganization items, net							(3	)
Loss on extinguishment of debt							(10	)
Strategic transaction expenses			(12	)			(3	)
Loss on sale of assets, net			(6	)			(3	)
Stock compensation expense			(6	)			(2	)
Foreign exchange on intercompany loans and market value adjustments on forwards			(5	)			(7	)
Interest expense			(31	)			(43	)
Interest income			6				12
Loss from continuing operations before income taxes		$	(216	)		$	(197	)

DANA HOLDING CORPORATION
Reconciliation of Segment and Adjusted EBITDA to Income (Loss)
from Continuing Operations Before Income Taxes
For the Years Ended December 31, 2009 and 2008

										Dana					Prior Dana
										Eleven Months					One Month
		Dana				Combined (1)				Ended					Ended
		Year Ended December 31,								December 31,					January 31,
		2009				2008				2008					2008
Segment EBITDA		$	314			$	358			$	315				$	43
Shared services and administrative			(22	)			(26	)			(23	)				(3	)
Other income (expense), net			33				20				22					(2	)
Foreign exchange not in segments			1				(3	)			(3	)
Adjusted EBITDA			326				349				311					38
Depreciation			(311	)			(292	)			(269	)				(23	)
Amortization			(86	)			(130	)			(130	)
Restructuring			(118	)			(126	)			(114	)				(12	)
DCC EBIT							(2	)			(2	)
Impairment			(156	)			(183	)			(183	)
Reorganization items, net			2				(123	)			(25	)				(98	)
Gain (loss) on extinguishment of debt			35				(10	)			(10	)
Strategic transaction expenses			(16	)			(10	)			(10	)
Loss on sale of assets, net			(8	)			(10	)			(10	)
Stock compensation expense			(13	)			(6	)			(6	)
Foreign exchange on intercompany loans and market value adjustments on forwards			6				(3	)			(7	)				4
Interest expense			(139	)			(150	)			(142	)				(8	)
Interest income			24				52				48					4
Fresh start accounting adjustments							1,009									1,009
Income (loss) from continuing operations before income taxes		$	(454	)		$	365			$	(549	)			$	914
Net cash flows provided by (used in) operating activities		$	208			$	(1,019	)		$	(897	)			$	(122	)
Bankruptcy emergence payments							888				833					55
Purchases of property, plant and equipment			(99	)			(250	)			(234	)				(16	)
Free cash flow		$	109			$	(381	)		$	(298	)			$	(83	)