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)

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 ended September 30, 2010. 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 October 28, 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 October 28, 2010

Exhibit 99.1

Dana Holding Corporation Reports Third-Quarter Profit of $46 Million,
Achieves Positive Free Cash Flow for Sixth Consecutive Quarter, Raises Full-Year Guidance

MAUMEE, Ohio – October 28, 2010 – Dana Holding Corporation (NYSE: DAN) today announced strong third-quarter 2010 results. Highlights for the quarter included:

	•		Delivering positive net income of $46 million
	•		Achieving adjusted EBITDA of $148 million on sales of $1.5 billion with adjusted EBITDA margin of 9.8 percent
	•		Raising full-year adjusted EBITDA outlook to a range of $530 million to $550 million
	•		Generating free cash flow of $59 million, marking sixth consecutive positive quarter
	•		Increasing net cash position to $184 million

The company reported quarterly net income of $46 million, a substantial increase over the net loss of $38 million reported during the same period last year. Third-quarter adjusted EBITDA was $148 million, a 47-percent improvement over the $101 million reported for the same period in 2009, and adjusted EBITDA margin for the quarter improved to 9.8 percent, compared with 7.6 percent one year ago. Sales for the period were $1,516 million, up from $1,329 million for the third quarter last year.

Dana achieved positive free cash flow for the sixth consecutive quarter, generating $59 million during the third quarter, compared to free cash flow of $145 million one year ago. Total cash at the end of the third quarter was $1,137 million, resulting in a net cash position of $184 million – an increase of $64 million from the end of the prior quarter and $240 million from the end of last year.

As a result of its solid third-quarter performance and based on its anticipated 2010 full-year sales of approximately $6 billion, the company has improved its full-year adjusted EBITDA outlook to a range of $530 million to $550 million. Dana has also indicated that it now expects to achieve positive free cash flow in a range of $275 million to $300 million in 2010.

“Dana had a strong third quarter with adjusted EBITDA of $148 million and a substantial improvement in profits,” said Dana President and Chief Executive Officer Jim Sweetnam. “I am particularly pleased that we’ve begun to demonstrate consistent performance, as evidenced by several consecutive quarters of increasingly positive results. This is the result of sound execution by our global team.

“Each of our business segments – light vehicle driveline, power technologies, commercial vehicle, and off-highway – again generated increases in EBITDA during the third quarter,” he added. “This speaks to the solid progress we continue to make in reinforcing our competitive position and in winning profitable net new business in growing markets.”

Nine-Month Results

Adjusted EBITDA for the nine months ended September 30, 2010, was $410 million, a nearly $200 million increase from $211 million during the period last year. Sales for the first nine months of 2010 were $4,550 million, which compares with $3,735 million during the same period one year ago. Dana swung to net income of $24 million in the first nine months of 2010, compared to a net loss of $195 million during the same period in 2009.

Dana to Host Third-Quarter Conference Call at 11 a.m. Today

Dana will discuss its third-quarter results in a conference call at 11 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 website. To dial into the conference call, domestic locations should call 1-888-311-4590 (Conference I.D. # 16259366). International locations should call 1-706-758-0054 (Conference I.D. # 16259366). Please ask for the Dana Holding Corporation Financial Webcast and Conference Call. Phone registration will be available beginning at 10:30 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 Conference I.D. # 16259366. A webcast replay will also be available after 5 p.m. today, and may be accessed via the Dana Investor website.

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 following our emergence from bankruptcy was higher depreciation and amortization.

By using adjusted EBITDA, which is a performance measure that excludes depreciation and amortization, the comparability of results was 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 (loss) 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) before income taxes, which is a GAAP measure.

Free cash flow is also a non-GAAP financial measure, which we have defined as Cash provided by operations (a GAAP measure) exclusive of any bankruptcy claim-related payments included therein, less capital spending. This measure is useful in evaluating the operational cash flow of the company inclusive of the spending required to maintain the operations.

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 driveline products (axles and driveshafts), power technologies (sealing and thermal-management products), and genuine service parts for light and heavy manufacturers. The company’s customer base includes virtually every major vehicle manufacturer in the global automotive, commercial vehicle, and off-highway markets. Based in Maumee, Ohio, the company employs approximately 22,500 people in 26 countries and reported 2009 sales of $5.2 billion. For more information, please visit: www.dana.com.

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 September 30, 2010 and 2009

		Three Months Ended
		September 30,
(In millions except per share amounts)		2010				2009
Net sales		$	1,516			$	1,329
Costs and expenses
Cost of sales			1,338				1,247
Selling, general and administrative expenses			99				73
Amortization of intangibles			15				18
Restructuring charges, net			10				14
Other income, net			10				10
Income (loss) before interest, reorganization items and income taxes			64				(13	)
Interest expense			22				36
Income (loss) before income taxes			42				(49	)
Income tax benefit			4				9
Equity in earnings of affiliates			1				2
Net income (loss)			47				(38	)
Less: Noncontrolling interests net income			1
Net income (loss) attributable to the parent company			46				(38	)
Preferred stock dividend requirements			8				8
Net income (loss) available to common stockholders		$	38			$	(46	)
Net income (loss) per share available to parent company stockholders:
Basic		$	0.27			$	(0.45	)
Diluted		$	0.22			$	(0.45	)
Average common shares outstanding
Basic			141				101
Diluted			212				101

				Page 1 of 9

DANA HOLDING CORPORATION
Consolidated Statement of Operations (Unaudited)
For the Nine Months Ended September 30, 2010 and 2009

		Nine Months Ended
		September 30,
(In millions except per share amounts)		2010				2009
Net sales		$	4,550			$	3,735
Costs and expenses
Cost of sales			4,063				3,598
Selling, general and administrative expenses			292				217
Amortization of intangibles			46				53
Restructuring charges, net			60				93
Impairment of long-lived assets							6
Other income, net			9				100
Income (loss) before interest, reorganization items and income taxes			98				(132	)
Interest expense			68				108
Reorganization items							(2	)
Income (loss) before income taxes			30				(238	)
Income tax benefit (expense)			(10	)			39
Equity in earnings of affiliates			7				(2	)
Net income (loss)			27				(201	)
Less: Noncontrolling interests net income (loss)			3				(6	)
Net income (loss) attributable to the parent company			24				(195	)
Preferred stock dividend requirements			24				24
Net income (loss) available to common stockholders		$	—			$	(219	)
Net income (loss) per share available to parent company stockholders:
Basic		$	—			$	(2.17	)
Diluted		$	—			$	(2.17	)
Average common shares outstanding
Basic			140				100
Diluted			140				100

				Page 2 of 9

DANA HOLDING CORPORATION
Consolidated Balance Sheet (Unaudited)
As of September 30, 2010 and December 31, 2009

		September 30,				December 31,
(In millions except per share amounts)		2010				2009
Assets
Current assets
Cash and cash equivalents		$	1,137			$	947
Accounts receivable
Trade, less allowance for doubtful accounts of $12 in 2010 and $18 in 2009			901				728
Other			172				141
Inventories
Raw materials			322				300
Work in process and finished goods			367				308
Other current assets			91				59
Current assets held for sale			5				99
Total current assets			2,995				2,582
Goodwill			106				111
Intangibles			373				438
Investments and other assets			225				233
Investments in affiliates			117				112
Property, plant and equipment, net			1,351				1,484
Noncurrent assets held for sale			3				104
Total assets		$	5,170			$	5,064
Liabilities and equity
Current liabilities
Notes payable, including current portion of long-term debt		$	50			$	34
Accounts payable			807				601
Accrued payroll and employee benefits			149				103
Accrued restructuring costs			37				29
Taxes on income			19				40
Other accrued liabilities			277				270
Current liabilities held for sale			2				79
Total current liabilities			1,341				1,156
Long-term debt			903				969
Deferred employee benefits and other noncurrent liabilities			1,127				1,160
Commitments and contingencies
Total liabilities			3,371				3,285
Parent company stockholders’ equity
Preferred stock, 50,000,000 shares authorized
Series A, $.01 par value, 2,500,000 issued and outstanding			242				242
Series B, $.01 par value, 5,400,000 issued and outstanding			529				529
Common stock, $.01 par value, 450,000,000 shares authorized, 141,143,311 outstanding			1				1
Additional paid-in capital			2,592				2,580
Accumulated deficit			(1,169	)			(1,169	)
Treasury stock, at cost			(2	)
Accumulated other comprehensive loss			(492	)			(504	)
Total parent company stockholders’ equity			1,701				1,679
Noncontrolling interests			98				100
Total equity			1,799				1,779
Total liabilities and equity		$	5,170			$	5,064

				Page 3 of 9

DANA HOLDING CORPORATION
Consolidated Statement of Cash Flows (Unaudited)
For the Three Months Ended September 30, 2010 and 2009

		Three Months Ended
		September 30,
(In millions)		2010				2009
Cash flows — operating activities
Net income (loss)		$	47			$	(38	)
Depreciation			57				79
Amortization of intangibles			19				22
Amortization of deferred financing charges and original issue discount			7				9
Loss on extinguishment of debt			3				5
Deferred income taxes			(4	)			(5	)
Pension expense in excess of (less than) contributions			4
Change in working capital			(43	)			84
Other, net			5				9
Net cash flows provided by operating activities (1)			95				165
Cash flows — investing activities
Purchases of property, plant and equipment (1)			(36	)			(20	)
Other			(2	)			1
Net cash flows used in investing activities			(38	)			(19	)
Cash flows — financing activities
Net change in short-term debt							(1	)
Proceeds from long-term debt			51				2
Repayment of long-term debt			(47	)			(115	)
Proceeds from issuance of common stock							229
Underwriting fee payment							(12	)
Dividends paid to preferred stockholders			(16	)
Dividends paid to noncontrolling interests			(4	)			(5	)
Other			1				1
Net cash flows provided by (used in) financing activities			(15	)			99
Net increase in cash and cash equivalents			42				245
Cash and cash equivalents — beginning of period			1,059				553
Effect of exchange rate changes on cash balances			36				16
Cash and cash equivalents — end of period		$	1,137			$	814

				Page 4 of 9

DANA HOLDING CORPORATION
Consolidated Statement of Cash Flows (Unaudited)
For the Nine Months Ended September 30, 2010 and 2009

		Nine Months Ended
		September 30,
($ in millions)		2010				2009
Cash flows — operating activities
Net income (loss)		$	27			$	(201	)
Depreciation			180				231
Amortization of intangibles			57				64
Amortization of deferred financing charges and original issue discount			20				27
Loss on sale of business			5
Loss (gain) on extinguishment of debt			7				(35	)
Reorganization-related tax claim payment (1)			(75	)
Deferred income taxes			(10	)			(31	)
Pension expense in excess of (less than) contributions			13				(5	)
Change in working capital			(10	)			49
Other, net			3				(11	)
Net cash flows provided by operating activities (1)			217				88
Cash flows — investing activities
Purchases of property, plant and equipment (1)			(62	)			(74	)
Proceeds from sale of businesses			113
Other			3				3
Net cash flows provided by (used in) investing activities			54				(71	)
Cash flows — financing activities
Net change in short-term debt			13				(36	)
Advance received on corporate facility sale							11
Proceeds from long-term debt			52				5
Repayment of long-term debt			(135	)			(197	)
Proceeds from issuance of common stock							229
Underwriting fee payment							(12	)
Dividends paid to preferred stockholders			(32	)
Dividends paid to noncontrolling interests			(6	)			(5	)
Other			2				(2	)
Net cash flows used in financing activities			(106	)			(7	)
Net increase in cash and cash equivalents			165				10
Cash and cash equivalents — beginning of period			947				777
Effect of exchange rate changes on cash balances			25				27
Cash and cash equivalents — end of period		$	1,137			$	814

				Page 5 of 9

DANA HOLDING CORPORATION
Segment Sales and Adjusted EBITDA (Unaudited)
For the Three Months Ended September 30, 2010 and 2009

		Three Months Ended
		September 30,
($ in millions)		2010				2009
SALES
Light Vehicle Driveline		$	634			$	532
Power Technologies			235				186
Commercial Vehicle			362				270
Off-Highway			271				184
Structures			13				157
Other			1
Total Sales		$	1,516			$	1,329
Adjusted EBITDA
Light Vehicle Driveline		$	67			$	45
Power Technologies			33				14
Commercial Vehicle			37				27
Off-Highway			23				11
Structures							11
Segment EBITDA			160				108
Shared services and administrative			(4	)			(5	)
Other expense, net			(6	)			(2	)
Foreign exchange not in segments			(2	)
Adjusted EBITDA		$	148			$	101

				Page 6 of 9

DANA HOLDING CORPORATION
Segment Sales and Adjusted EBITDA (Unaudited)
For the Nine Months Ended September 30, 2010 and 2009

		Nine Months Ended
		September 30,
($ in millions)		2010				2009
SALES
Light Vehicle Driveline		$	1,861			$	1,393
Power Technologies			697				503
Commercial Vehicle			999				796
Off-Highway			815				640
Structures			175				403
Other			3
Total Sales		$	4,550			$	3,735
Adjusted EBITDA
Light Vehicle Driveline		$	177			$	76
Power Technologies			95				14
Commercial Vehicle			96				56
Off-Highway			69				27
Structures			8				20
Segment EBITDA			445				193
Shared services and administrative			(13	)			(15	)
Other income (expense), net			(15	)			30
Foreign exchange not in segments			(7	)			3
Adjusted EBITDA		$	410			$	211

				Page 7 of 9

DANA HOLDING CORPORATION
Reconciliation of Segment and Adjusted EBITDA to
Income (Loss) Before Income Taxes (Unaudited)
For the Three Months Ended September 30, 2010 and 2009

		Three Months Ended
		September 30,
($ in millions)		2010				2009
Segment EBITDA		$	160			$	108
Shared services and administrative			(4	)			(5	)
Other expense, net			(6	)			(2	)
Foreign exchange not in segments			(2	)
Adjusted EBITDA			148				101
Depreciation			(57	)			(79	)
Amortization			(19	)			(22	)
Restructuring			(10	)			(14	)
Loss on extinguishment of debt			(3	)			(5	)
Strategic transaction expenses							(2	)
Loss on sale of assets, net			(1	)			(1	)
Stock compensation expense			(4	)			(3	)
Foreign exchange on intercompany loans and market value adjustments on forwards			2				6
Interest expense			(22	)			(36	)
Interest income			8				6
Income (loss) before income taxes		$	42			$	(49	)

				Page 8 of 9

DANA HOLDING CORPORATION
Reconciliation of Segment and Adjusted EBITDA to
Income (Loss) Before Income Taxes (Unaudited)
For the Nine Months Ended September 30, 2010 and 2009

		Nine Months Ended
		September 30,
($ in millions)		2010				2009
Segment EBITDA		$	445			$	193
Shared services and administrative			(13	)			(15	)
Other income (expense), net			(15	)			30
Foreign exchange not in segments			(7	)			3
Adjusted EBITDA			410				211
Depreciation			(180	)			(231	)
Amortization			(57	)			(64	)
Restructuring			(60	)			(93	)
Impairment							(6	)
Reorganization items, net							2
Gain (loss) on extinguishment of debt			(7	)			35
Strategic transaction expenses							(4	)
Loss on sale of assets, net			(7	)			(2	)
Stock compensation expense			(9	)			(7	)
Foreign exchange on intercompany loans, Venezuelan currency devaluation and market value adjustments on forwards			(13	)			11
Interest expense			(68	)			(108	)
Interest income			21				18
Income (loss) before income taxes		$	30			$	(238	)

				Page 9 of 9