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
Date of Report (Date of earliest event reported): July 24, 2012
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 June 30, 2012. 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 8.01. | Other Events. |
On July 24, 2012, the Board of Directors elected Joseph C. Muscari as the Non-Executive Chairman of the Board of Directors of Dana. Mr. Muscari will replace Keith E. Wandell who previously held this position. Mr. Wandell will continue to serve on the Board as a regular member and Chairman of the Compensation Committee.
| 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 July 26, 2012 | |
2
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: July 26, 2012 | By: | /s/ Marc S. Levin | ||||
| Name: | Marc S. Levin | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
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Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Dana Holding Corporation Press Release dated July 26, 2012 | |
4
Exhibit 99.1
Dana Reports Strong Second-Quarter 2012 Results
| • | Sales of $1.95 billion |
| • | Net income up 26 percent year over year to $86 million |
| • | Adjusted EBITDA of $225 million, up 12 percent year over year |
| • | Free cash flow of $107 million and liquidity of $1.4 billion |
| • | New technologies introduced to address fuel efficiency, emissions control |
MAUMEE, Ohio – July 26, 2012 – Dana Holding Corporation (NYSE: DAN) today announced strong results for the second quarter of 2012.
Net income for the quarter was $86 million, compared with $68 million for the same period in 2011. This is the fifth consecutive quarter of positive net income. Diluted adjusted earnings per share (EPS) were $0.56, up 24 percent compared with $0.45 in the second quarter of 2011.
Sales for the quarter of $1.95 billion were in line with last year. The effects of overall weaker international currencies and soft commercial-vehicle production in Brazil were largely offset by new business and higher production levels in North America and other parts of the world.
The company reported adjusted EBITDA of $225 million in the quarter, a 12-percent increase over the prior-year period. Adjusted EBITDA as a percent of sales for the quarter was 11.5 percent, compared with 10.4 percent for the same period in 2011.
Free cash flow for the quarter was $107 million, compared with $44 million for the same period last year. With liquidity of $1.4 billion and net debt of $13 million at June 30, 2012, Dana continues to have a strong financial position.
“We delivered strong earnings and margin growth in the second quarter despite the impact of currency and soft commercial-vehicle volumes in Brazil,” said company President and Chief Executive Officer Roger J. Wood. “These strong results reflect our ongoing focus on lean operations, as well as our ability to react quickly to changing market conditions.
“We continue to invest in new driveline, sealing, and thermal-management technologies aimed at three key market value drivers – improved fuel economy, reduced emissions, and lower cost of ownership. And, these technologies continue to attract the interest and orders of customers around the world.”
New Product Technologies
In the second quarter, Dana introduced and launched into production several new technologies, including:
| • | Victor Reinz® transmission separator plates. Leveraging its multi-layer steel cylinder-head expertise, Dana developed a tighter, more durable seal for seven-, and eight-speed and continuously-variable transmissions in light-duty vehicles; |
| • | Spicer® 318 hydrostatic continuously variable transmissions (HCVT). These transmissions deliver 20-percent fuel savings when construction vehicles are moving at high speeds and provide better traction at low speeds; |
| • | Spicer® PS09 powershift transmissions. The advanced design of these transmissions for off-highway vehicles improves operator comfort, machine productivity, and fuel efficiency, the latter by up to 12 percent for reduced emissions and operating costs; and |
| • | Spicer® 91S drive axles. These lighter, more durable drive axles were developed specifically for commercial vehicles in India. |
Dana was also awarded fuel-cell development contracts from three automakers in the quarter. The company has positioned itself as a development partner of choice for sealing and thermal-management technologies for hybrid-electric, electric, and fuel-cell powertrains.
2012 Financial Guidance
Reflecting the impact of currency and softening production demand in certain end markets, Dana revised its guidance for full-year sales, adjusted EDITDA, and diluted adjusted EPS. Adjusted EBITDA as a percent of sales and free cash flow targets remain unchanged, while capital spending has also been revised.
Current guidance for the full year is as follows:
| • | Sales are projected at $7.5 billion to $7.6 billion, compared with previous guidance of a 3-percent increase; |
| • | Adjusted EBITDA is projected to be $820 million to $840 million, compared with previous guidance of $845 million to $865 million; |
| • | Adjusted EBITDA as a percent of sales is forecast to be approximately 11 percent; |
| • | Diluted adjusted EPS is expected to total $1.94 to $2.01 per share, compared with previous guidance of total $1.95 to $2.05 per share; |
| • | Free cash flow for the year is projected at more than $200 million, excluding the special one-time $150 million pension contribution; and |
| • | Capital spending is expected to total $210 million to $230 million, compared with previous guidance of $225 million to $250 million. |
Dana to Host Conference Call at 10:30 a.m. EDT Today
Dana will discuss its second-quarter results in a conference call at 10:30 a.m. EDT today. Participants may listen to the conference call via audio streaming online or telephone. Slide viewing is available via Dana’s investor website – www.dana.com/investors. United States and Canadian locations should dial 888-311-4590 and international locations should call 706-758-0054, and enter 93891405. Please ask for the “Dana Holding Corporate Financial Webcast and Conference Call.” Telephone registration will be available starting at 10 a.m.
2
An audio recording of the webcast will be available after 5 p.m. today; dial 855-859-2056 (U.S. or Canada) or 404-537-3406 (international) and enter 93891405. A webcast replay will be available after 5 p.m. today, and may be accessed via Dana’s investor website.
Non-GAAP Financial Information
This release refers to adjusted EBITDA, which we have 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.). The most significant impact on 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, 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 in our debt agreements are based, in part, on adjusted EBITDA. Adjusted EBITDA should not be considered a substitute for income (loss) before income taxes, net income (loss) or other results reported in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
Diluted adjusted EPS is a non-GAAP financial measure that we have defined as adjusted net income divided by adjusted diluted shares. We define adjusted net income as net income (loss) attributable to the parent company, excluding restructuring expense, amortization expense and nonrecurring items (as used in adjusted EBITDA), net of any associated income tax effects. We define adjusted diluted shares as diluted shares as determined in accordance with GAAP based on adjusted net income. This measure is considered useful for purposes of providing investors, analysts, and other interested parties with an indicator of ongoing financial performance that provides enhanced comparability to EPS reported by other companies. Diluted adjusted EPS is neither intended to represent nor be an alternative measure to diluted EPS reported under GAAP.
Free cash flow is a non-GAAP financial measure that we have defined as cash provided by (used in) operating activities, excluding any bankruptcy claim-related payments, less purchases of property, plant, and equipment. We believe this measure is useful to investors in evaluating the operational cash flow of the company inclusive of the spending required to maintain the operations. Free cash flow is neither intended to represent nor be an alternative to the measure of net cash provided by (used in) operating activities reported under GAAP. Free cash flow may not be comparable to similarly titled measures reported by other companies.
Please reference the “Non-GAAP financial information” accompanying our quarterly earnings conference call presentations on our website at www.dana.com/investors for our GAAP results and the reconciliations of these measures, where used, to the comparable GAAP measures.
3
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-leading supplier of driveline, sealing, and thermal technologies that improve the efficiency and performance of passenger, commercial, and off-highway vehicles with both conventional and alternative-energy powertrains. The company’s global network of engineering, manufacturing, and distribution facilities provides original-equipment and aftermarket customers with local product and service support. Based in Maumee, Ohio, Dana employs approximately 25,500 people in 27 countries and reported 2011 sales of $7.6 billion. For more information, please visit: www.dana.com.
# # #
| Investor Contact | Media Contact | |
| Craig Barber: 419.887.5166 craig.barber@dana.com |
Chuck Hartlage: 419.887.5123 chuck.hartlage@dana.com |
4
DANA HOLDING CORPORATION
Consolidated Statement of Operations (Unaudited)
For the Three Months Ended June 30, 2012 and 2011
| Three Months Ended June 30, |
||||||||
| (In millions except per share amounts) | 2012 | 2011 | ||||||
| Net sales |
$ | 1,949 | $ | 1,933 | ||||
| Costs and expenses |
||||||||
| Cost of sales |
1,674 | 1,700 | ||||||
| Selling, general and administrative expenses |
110 | 107 | ||||||
| Amortization of intangibles |
19 | 21 | ||||||
| Restructuring charges, net |
20 | 11 | ||||||
| Other income, net |
8 | 20 | ||||||
|
|
|
|
|
|||||
| Income before interest expense and income taxes |
134 | 114 | ||||||
| Interest expense |
20 | 20 | ||||||
|
|
|
|
|
|||||
| Income before income taxes |
114 | 94 | ||||||
| Income tax expense |
27 | 31 | ||||||
| Equity in earnings of affiliates |
2 | 7 | ||||||
|
|
|
|
|
|||||
| Net income |
89 | 70 | ||||||
| Less: Noncontrolling interests net income |
3 | 2 | ||||||
|
|
|
|
|
|||||
| Net income attributable to the parent company |
86 | 68 | ||||||
| Preferred stock dividend requirements |
7 | 7 | ||||||
|
|
|
|
|
|||||
| Net income available to common stockholders |
$ | 79 | $ | 61 | ||||
|
|
|
|
|
|||||
| Net income per share available to parent company common stockholders: |
||||||||
| Basic |
$ | 0.53 | $ | 0.41 | ||||
| Diluted |
$ | 0.40 | $ | 0.32 | ||||
| Weighted-average common shares outstanding |
||||||||
| Basic |
147.9 | 146.7 | ||||||
| Diluted |
214.6 | 214.8 | ||||||
| Dividends declared per common share |
$ | 0.05 | $ | — | ||||
DANA HOLDING CORPORATION
Consolidated Statement of Operations (Unaudited)
For the Six Months Ended June 30, 2012 and 2011
| Six Months Ended June 30, |
||||||||
| (In millions except per share amounts) | 2012 | 2011 | ||||||
| Net sales |
$ | 3,926 | $ | 3,733 | ||||
| Costs and expenses |
||||||||
| Cost of sales |
3,383 | 3,285 | ||||||
| Selling, general and administrative expenses |
223 | 206 | ||||||
| Amortization of intangibles |
38 | 38 | ||||||
| Restructuring charges, net |
26 | 41 | ||||||
| Other income (expense), net |
5 | (28 | ) | |||||
|
|
|
|
|
|||||
| Income before interest expense and income taxes |
261 | 135 | ||||||
| Interest expense |
41 | 39 | ||||||
|
|
|
|
|
|||||
| Income before income taxes |
220 | 96 | ||||||
| Income tax expense |
64 | 62 | ||||||
| Equity in earnings of affiliates |
6 | 11 | ||||||
|
|
|
|
|
|||||
| Net income |
162 | 45 | ||||||
| Less: Noncontrolling interests net income |
6 | 7 | ||||||
|
|
|
|
|
|||||
| Net income attributable to the parent company |
156 | 38 | ||||||
| Preferred stock dividend requirements |
15 | 15 | ||||||
|
|
|
|
|
|||||
| Net income available to common stockholders |
$ | 141 | $ | 23 | ||||
|
|
|
|
|
|||||
| Net income per share available to parent company common stockholders: |
||||||||
| Basic |
$ | 0.96 | $ | 0.16 | ||||
| Diluted |
$ | 0.73 | $ | 0.15 | ||||
| Weighted-average common shares outstanding |
||||||||
| Basic |
147.7 | 146.0 | ||||||
| Diluted |
214.7 | 149.7 | ||||||
| Dividends declared per common share |
$ | 0.10 | $ | — | ||||
DANA HOLDING CORPORATION
Consolidated Statement of Comprehensive Income (Unaudited)
For the Three Months Ended June 30, 2012 and 2011
| Three Months Ended June 30, |
||||||||
| (In millions) | 2012 | 2011 | ||||||
| Net income |
$ | 89 | $ | 70 | ||||
| Less: Noncontrolling interests net income |
3 | 2 | ||||||
|
|
|
|
|
|||||
| Net income attributable to the parent company |
86 | 68 | ||||||
| Other comprehensive income (loss), net of tax: |
||||||||
| Currency translation adjustments |
(79 | ) | 32 | |||||
| Unrealized hedging gains and losses: |
||||||||
| Holding gains and losses |
(4 | ) | 1 | |||||
| Reclassification to net income |
4 | |||||||
| Unrealized investment and other gains and losses: |
||||||||
| Holding gains and losses |
(1 | ) | ||||||
| Defined benefit plans: |
||||||||
| Amortization of net actuarial losses included in net periodic benefit cost |
4 | 5 | ||||||
| Settlement loss |
4 | |||||||
|
|
|
|
|
|||||
| Other comprehensive income (loss) attributable to the parent company |
(76 | ) | 42 | |||||
|
|
|
|
|
|||||
| Currency translation adjustments |
(1 | ) | 1 | |||||
|
|
|
|
|
|||||
| Other comprehensive income (loss) attributable to noncontrolling interests |
(1 | ) | 1 | |||||
|
|
|
|
|
|||||
| Total comprehensive income attributable to the parent company |
10 | 110 | ||||||
| Total comprehensive income attributable to noncontrolling interests |
2 | 3 | ||||||
|
|
|
|
|
|||||
| Total comprehensive income |
$ | 12 | $ | 113 | ||||
|
|
|
|
|
|||||
DANA HOLDING CORPORATION
Consolidated Statement of Comprehensive Income (Unaudited)
For the Six Months Ended June 30, 2012 and 2011
| Six Months Ended June 30, |
||||||||
| (In millions) | 2012 | 2011 | ||||||
| Net income |
$ | 162 | $ | 45 | ||||
| Less: Noncontrolling interests net income |
6 | 7 | ||||||
|
|
|
|
|
|||||
| Net income attributable to the parent company |
156 | 38 | ||||||
| Other comprehensive income (loss), net of tax: |
||||||||
| Currency translation adjustments |
(35 | ) | 83 | |||||
| Unrealized hedging gains and losses: |
||||||||
| Holding gains and losses (net of $2 tax, 2012) |
2 | 1 | ||||||
| Reclassification to net income |
6 | |||||||
| Unrealized investment and other gains and losses: |
||||||||
| Holding gains and losses |
1 | |||||||
| Defined benefit plans: |
||||||||
| Net actuarial loss |
(1 | ) | ||||||
| Amortization of net actuarial losses included in net periodic benefit cost |
7 | 10 | ||||||
| Settlement loss |
5 | |||||||
|
|
|
|
|
|||||
| Other comprehensive income (loss) attributable to the parent company |
(20 | ) | 99 | |||||
|
|
|
|
|
|||||
| Currency translation adjustments |
1 | |||||||
|
|
|
|
|
|||||
| Other comprehensive income attributable to noncontrolling interests |
— | 1 | ||||||
|
|
|
|
|
|||||
| Total comprehensive income attributable to the parent company |
136 | 137 | ||||||
| Total comprehensive income attributable to noncontrolling interests |
6 | 8 | ||||||
|
|
|
|
|
|||||
| Total comprehensive income |
$ | 142 | $ | 145 | ||||
|
|
|
|
|
|||||
DANA HOLDING CORPORATION
Consolidated Balance Sheet (Unaudited)
As of June 30, 2012 and December 31, 2011
| June 30, | December 31, | |||||||
| (In millions except share and per share amounts) | 2012 | 2011 | ||||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 881 | $ | 931 | ||||
| Marketable securities |
60 | 56 | ||||||
| Accounts receivable |
||||||||
| Trade, less allowance for doubtful accounts of $8 in 2012 and 2011 |
1,106 | 979 | ||||||
| Other |
183 | 193 | ||||||
| Inventories |
871 | 784 | ||||||
| Other current assets |
135 | 106 | ||||||
|
|
|
|
|
|||||
| Total current assets |
3,236 | 3,049 | ||||||
| Goodwill |
97 | 100 | ||||||
| Intangibles |
347 | 400 | ||||||
| Other noncurrent assets |
261 | 273 | ||||||
| Investments in affiliates |
202 | 198 | ||||||
| Property, plant and equipment, net |
1,232 | 1,285 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 5,375 | $ | 5,305 | ||||
|
|
|
|
|
|||||
| Liabilities and equity |
||||||||
| Current liabilities |
||||||||
| Notes payable, including current portion of long-term debt |
$ | 103 | $ | 71 | ||||
| Accounts payable |
1,009 | 942 | ||||||
| Accrued payroll and employee benefits |
151 | 150 | ||||||
| Accrued restructuring costs |
42 | 33 | ||||||
| Taxes on income |
78 | 46 | ||||||
| Other accrued liabilities |
236 | 251 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
1,619 | 1,493 | ||||||
| Long-term debt |
851 | 831 | ||||||
| Pension and postretirement obligations |
569 | 762 | ||||||
| Other noncurrent liabilities |
386 | 381 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
3,425 | 3,467 | ||||||
|
|
|
|
|
|||||
| Commitments and contingencies |
||||||||
| Parent company stockholders’ equity |
||||||||
| Preferred stock, 50,000,000 shares authorized |
||||||||
| Series A, $0.01 par value, 2,500,000 shares outstanding |
242 | 242 | ||||||
| Series B, $0.01 par value, 5,221,199 shares outstanding |
511 | 511 | ||||||
| Common stock, $0.01 par value, 450,000,000 shares authorized, 147,896,999 and 147,319,438 outstanding |
1 | 1 | ||||||
| Additional paid-in capital |
2,652 | 2,643 | ||||||
| Accumulated deficit |
(875 | ) | (1,001 | ) | ||||
| Treasury stock, at cost (712,779 and 645,734 shares) |
(10 | ) | (9 | ) | ||||
| Accumulated other comprehensive loss |
(670 | ) | (650 | ) | ||||
|
|
|
|
|
|||||
| Total parent company stockholders’ equity |
1,851 | 1,737 | ||||||
| Noncontrolling equity |
99 | 101 | ||||||
|
|
|
|
|
|||||
| Total equity |
1,950 | 1,838 | ||||||
|
|
|
|
|
|||||
| Total liabilities and equity |
$ | 5,375 | $ | 5,305 | ||||
|
|
|
|
|
|||||
DANA HOLDING CORPORATION
Consolidated Statement of Cash Flows (Unaudited)
For the Three Months Ended June 30, 2012 and 2011
| Three Months Ended June 30, |
||||||||
| (In millions) | 2012 | 2011 | ||||||
| Cash flows – operating activities |
||||||||
| Net income |
$ | 89 | $ | 70 | ||||
| Depreciation |
47 | 55 | ||||||
| Amortization of intangibles |
22 | 24 | ||||||
| Amortization of deferred financing charges |
2 | 1 | ||||||
| Unremitted earnings of affiliates |
(1 | ) | (7 | ) | ||||
| Stock compensation expense |
3 | 5 | ||||||
| Deferred income taxes |
(7 | ) | (1 | ) | ||||
| Pension contributions (in excess of) less than expense |
(16 | ) | (2 | ) | ||||
| Change in working capital |
(2 | ) | (52 | ) | ||||
| Other, net |
7 | (11 | ) | |||||
|
|
|
|
|
|||||
| Net cash flows provided by operating activities (1) |
144 | 82 | ||||||
|
|
|
|
|
|||||
| Cash flows – investing activities |
||||||||
| Purchases of property, plant and equipment (1) |
(37 | ) | (38 | ) | ||||
| Acquisition of business |
(13 | ) | ||||||
| Payments to acquire interest in equity affiliate |
(124 | ) | ||||||
| Other |
5 | 1 | ||||||
|
|
|
|
|
|||||
| Net cash flows used in investing activities |
(32 | ) | (174 | ) | ||||
|
|
|
|
|
|||||
| Cash flows – financing activities |
||||||||
| Net change in short-term debt |
23 | (1 | ) | |||||
| Proceeds from long-term debt |
13 | 10 | ||||||
| Repayment of long-term debt |
(2 | ) | (2 | ) | ||||
| Deferred financing payments |
(1 | ) | ||||||
| Dividends paid to preferred stockholders |
(7 | ) | (15 | ) | ||||
| Dividends paid to common stockholders |
(8 | ) | ||||||
| Dividends paid to noncontrolling interests |
(2 | ) | (1 | ) | ||||
| Other |
2 | |||||||
|
|
|
|
|
|||||
| Net cash flows provided by (used in) financing activities |
17 | (8 | ) | |||||
|
|
|
|
|
|||||
| Net increase (decrease) in cash and cash equivalents |
129 | (100 | ) | |||||
| Cash and cash equivalents – beginning of period |
773 | 790 | ||||||
| Effect of exchange rate changes on cash balances |
(21 | ) | 28 | |||||
|
|
|
|
|
|||||
| Cash and cash equivalents – end of period |
$ | 881 | $ | 718 | ||||
|
|
|
|
|
|||||
| (1) | Free cash flow of $107 in 2012 and $44 in 2011 is the sum of net cash provided by operating activities reduced by the purchases of property, plant and equipment. |
DANA HOLDING CORPORATION
Consolidated Statement of Cash Flows (Unaudited)
For the Six Months Ended June 30, 2012 and 2011
| Six Months Ended June 30, |
||||||||
| (In millions) | 2012 | 2011 | ||||||
| Cash flows – operating activities |
||||||||
| Net income |
$ | 162 | $ | 45 | ||||
| Depreciation |
96 | 110 | ||||||
| Amortization of intangibles |
44 | 45 | ||||||
| Amortization of deferred financing charges and original issue discount |
3 | 4 | ||||||
| Loss on extinguishment of debt |
53 | |||||||
| Unremitted earnings of affiliates |
(4 | ) | (11 | ) | ||||
| Stock compensation expense |
10 | 8 | ||||||
| Deferred income taxes |
(5 | ) | 4 | |||||
| Pension contributions (in excess of) less than expense |
(181 | ) | 2 | |||||
| Change in working capital |
(139 | ) | (172 | ) | ||||
| Other, net |
5 | (8 | ) | |||||
|
|
|
|
|
|||||
| Net cash flows provided by (used in) operating activities (1) |
(9 | ) | 80 | |||||
|
|
|
|
|
|||||
| Cash flows – investing activities |
||||||||
| Purchases of property, plant and equipment (1) |
(71 | ) | (71 | ) | ||||
| Acquisition of businesses |
(163 | ) | ||||||
| Payments to acquire interest in equity affiliate |
(124 | ) | ||||||
| Proceeds from sale of business |
15 | |||||||
| Other |
3 | (11 | ) | |||||
|
|
|
|
|
|||||
| Net cash flows used in investing activities |
(68 | ) | (354 | ) | ||||
|
|
|
|
|
|||||
| Cash flows – financing activities |
||||||||
| Net change in short-term debt |
43 | 12 | ||||||
| Proceeds from long-term debt |
29 | 763 | ||||||
| Repayment of long-term debt |
(5 | ) | (872 | ) | ||||
| Deferred financing payments |
(26 | ) | ||||||
| Dividends paid to preferred stockholders |
(15 | ) | (15 | ) | ||||
| Dividends paid to common stockholders |
(15 | ) | ||||||
| Dividends paid to noncontrolling interests |
(2 | ) | (3 | ) | ||||
| Other |
1 | 7 | ||||||
|
|
|
|
|
|||||
| Net cash flows provided by (used in) financing activities |
36 | (134 | ) | |||||
|
|
|
|
|
|||||
| Net decrease in cash and cash equivalents |
(41 | ) | (408 | ) | ||||
| Cash and cash equivalents – beginning of period |
931 | 1,090 | ||||||
| Effect of exchange rate changes on cash balances |
(9 | ) | 36 | |||||
|
|
|
|
|
|||||
| Cash and cash equivalents – end of period |
$ | 881 | $ | 718 | ||||
|
|
|
|
|
|||||
| (1) | Free cash flow of $(80) in 2012 and $9 in 2011 is the sum of net cash provided by (used in) operating activities reduced by the purchases of property, plant and equipment. |
DANA HOLDING CORPORATION
Segment Sales & Segment EBITDA (Unaudited)
For the Three Months Ended June 30, 2012 and 2011
| Three Months Ended June 30, |
||||||||
| (In millions) | 2012 | 2011 | ||||||
| SALES |
||||||||
| Light Vehicle Driveline |
$ | 735 | $ | 654 | ||||
| Power Technologies |
262 | 269 | ||||||
| Commercial Vehicle |
513 | 583 | ||||||
| Off-Highway |
426 | 414 | ||||||
| Structures |
13 | 13 | ||||||
|
|
|
|
|
|||||
| Total Sales |
$ | 1,949 | $ | 1,933 | ||||
|
|
|
|
|
|||||
| Segment EBITDA |
||||||||
| Light Vehicle Driveline |
$ | 76 | $ | 60 | ||||
| Power Technologies |
37 | 37 | ||||||
| Commercial Vehicle |
57 | 55 | ||||||
| Off-Highway |
56 | 51 | ||||||
| Structures |
3 | 1 | ||||||
|
|
|
|
|
|||||
| Total Segment EBITDA |
229 | 204 | ||||||
| Corporate expense and other items, net |
(4 | ) | (3 | ) | ||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
$ | 225 | $ | 201 | ||||
|
|
|
|
|
|||||
DANA HOLDING CORPORATION
Segment Sales & Segment EBITDA (Unaudited)
For the Six Months Ended June 30, 2012 and 2011
| Six Months Ended June 30, |
||||||||
| (In millions) | 2012 | 2011 | ||||||
| SALES |
||||||||
| Light Vehicle Driveline |
$ | 1,462 | $ | 1,327 | ||||
| Power Technologies |
530 | 536 | ||||||
| Commercial Vehicle |
1,064 | 1,058 | ||||||
| Off-Highway |
844 | 787 | ||||||
| Structures |
26 | 24 | ||||||
| Other |
1 | |||||||
|
|
|
|
|
|||||
| Total Sales |
$ | 3,926 | $ | 3,733 | ||||
|
|
|
|
|
|||||
| Segment EBITDA |
||||||||
| Light Vehicle Driveline |
$ | 139 | $ | 126 | ||||
| Power Technologies |
77 | 77 | ||||||
| Commercial Vehicle |
118 | 98 | ||||||
| Off-Highway |
105 | 92 | ||||||
| Structures |
5 | 1 | ||||||
|
|
|
|
|
|||||
| Total Segment EBITDA |
444 | 394 | ||||||
| Corporate expense and other items, net |
(7 | ) | (12 | ) | ||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
$ | 437 | $ | 382 | ||||
|
|
|
|
|
|||||
DANA HOLDING CORPORATION
Reconciliation of Segment and Adjusted EBITDA to
to Net Income (Unaudited)
For the Three Months Ended June 30, 2012 and 2011
| Three Months Ended June 30, |
||||||||
| (In millions) | 2012 | 2011 | ||||||
| Segment EBITDA |
$ | 229 | $ | 204 | ||||
| Corporate expense and other items, net |
(4 | ) | (3 | ) | ||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
225 | 201 | ||||||
| Depreciation |
(47 | ) | (55 | ) | ||||
| Amortization |
(22 | ) | (24 | ) | ||||
| Restructuring |
(20 | ) | (11 | ) | ||||
| Loss on sale of assets |
(3 | ) | ||||||
| Stock compensation expense |
(2 | ) | (2 | ) | ||||
| Foreign exchange on intercompany loans and market value adjustments on forwards |
(2 | ) | (1 | ) | ||||
| Interest expense |
(20 | ) | (20 | ) | ||||
| Interest income |
5 | 6 | ||||||
|
|
|
|
|
|||||
| Income before income taxes |
114 | 94 | ||||||
| Income tax expense |
27 | 31 | ||||||
| Equity in earnings of affiliates |
2 | 7 | ||||||
|
|
|
|
|
|||||
| Net income |
$ | 89 | $ | 70 | ||||
|
|
|
|
|
|||||
DANA HOLDING CORPORATION
Reconciliation of Segment and Adjusted EBITDA
to Net Income (Unaudited)
For the Six Months Ended June 30, 2012 and 2011
| Six Months Ended June 30, |
||||||||
| (In millions) | 2012 | 2011 | ||||||
| Segment EBITDA |
$ | 444 | $ | 394 | ||||
| Corporate expense and other items, net |
(7 | ) | (12 | ) | ||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
437 | 382 | ||||||
| Depreciation |
(96 | ) | (110 | ) | ||||
| Amortization |
(44 | ) | (45 | ) | ||||
| Restructuring |
(26 | ) | (41 | ) | ||||
| Loss on extinguishment of debt |
(53 | ) | ||||||
| Strategic transaction and other expenses |
(5 | ) | (4 | ) | ||||
| Loss on sale of assets |
(6 | ) | (1 | ) | ||||
| Stock compensation expense |
(9 | ) | (4 | ) | ||||
| Foreign exchange on intercompany loans and market value adjustments on forwards |
(1 | ) | (2 | ) | ||||
| Interest expense |
(41 | ) | (39 | ) | ||||
| Interest income |
11 | 13 | ||||||
|
|
|
|
|
|||||
| Income before income taxes |
220 | 96 | ||||||
| Income tax expense |
64 | 62 | ||||||
| Equity in earnings of affiliates |
6 | 11 | ||||||
|
|
|
|
|
|||||
| Net income |
$ | 162 | $ | 45 | ||||
|
|
|
|
|
|||||
DANA HOLDING CORPORATION
Diluted Adjusted EPS (Unaudited)
For the Three Months Ended June 30, 2012 and 2011
| Three Months Ended June 30, |
||||||||
| (In millions except per share amounts) | 2012 | 2011 | ||||||
| Net income attributable to parent company |
$ | 86 | $ | 68 | ||||
| Restructuring charges (1) |
16 | 8 | ||||||
| Amortization of intangibles (1) |
18 | 20 | ||||||
| Non-recurring items (1) |
1 | |||||||
|
|
|
|
|
|||||
| Adjusted net income |
$ | 120 | $ | 97 | ||||
|
|
|
|
|
|||||
| Diluted shares – as reported |
215 | 215 | ||||||
|
|
|
|
|
|||||
| Adjusted diluted shares |
215 | 215 | ||||||
|
|
|
|
|
|||||
| Diluted adjusted EPS |
$ | 0.56 | $ | 0.45 | ||||
| (1) | Amounts are net of associated tax effect. |
DANA HOLDING CORPORATION
Diluted Adjusted EPS (Unaudited)
For the Six Months Ended June 30, 2012 and 2011
| Six Months Ended June 30, |
||||||||
| (In millions except per share amounts) | 2012 | 2011 | ||||||
| Net income attributable to parent company |
$ | 156 | $ | 38 | ||||
| Restructuring charges (1) |
20 | 38 | ||||||
| Amortization of intangibles (1) |
34 | 38 | ||||||
| Non-recurring items (1) |
4 | 57 | ||||||
|
|
|
|
|
|||||
| Adjusted net income |
$ | 214 | $ | 171 | ||||
|
|
|
|
|
|||||
| Diluted shares – as reported |
215 | 150 | ||||||
| Conversion of preferred stock |
65 | |||||||
|
|
|
|
|
|||||
| Adjusted diluted shares |
215 | 215 | ||||||
|
|
|
|
|
|||||
| Diluted adjusted EPS |
$ | 1.00 | $ | 0.79 | ||||
| (1) | Amounts are net of associated tax effect. |