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): January 14, 2014
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)) |
| Item 7.01 | Regulation FD Disclosure. |
Dana Holding Corporation (“Dana”) previously announced that its President and Chief Executive Officer, Roger Wood, and Executive Vice President and Chief Financial Officer, Bill Quigley, will participate in the Deutsche Bank Global Auto Industry Conference in Detroit, Michigan, on January 14, 2014. They will provide a brief overview of the company and answer questions for approximately 40 minutes, beginning at 12:05 p.m. EST. and talk about Dana’s recent financial performance, as well as current and future plans.
Information on accessing a live webcast will be posted to Dana’s Investor website (www.dana.com/investors) prior to the event. In addition, the audio replay will be available the next business day via the Dana Investor website. A copy of the presentation slides, which will be discussed at the conference, 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 item is furnished with this report.
| Exhibit No. |
Description | |
| 99.1 | Deutsche Bank Global Auto Industry Conference Presentation Slides | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DANA HOLDING CORPORATION | ||||||
| Date: January 14, 2014 |
By: | /s/ Marc S. Levin | ||||
| Name: | Marc S. Levin | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
3
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Deutsche Bank Global Auto Industry Conference Presentation Slides | |
4
 Honesty & Integrity
Good Corporate Citizen
Open Communication
Continuous Improvement
Honesty & Integrity
Good Corporate Citizen
Open Communication
Continuous Improvement
Deutsche Bank
2014 Global Auto Industry Conference
January 14, 2014
©
2014 Dana Limited. This presentation contains copyrighted and confidential
information of Dana Holding Corporation and/or its subsidiaries. Those having access to this work
may not copy it, use it, or disclose the information contained within it without
written authorization of Dana Holding Corporation. Unauthorized use may result in prosecution.
Exhibit 99.1 |
 ©
Dana 2014
Safe Harbor Statement
Certain statements and projections contained in this presentation 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 presentation speak only as of this
date. Dana does not undertake any obligation to revise or update publicly any
forward-looking statement for any reason. |
 ©
Dana 2014
Dana Snapshot
3
Founded in 1904
Facilities in 26 countries
Serving customers in 125 countries
2013 preliminary sales ~$6.77 billion
Adjusted EBITDA margin ~11.0%
Dana is the global
technology
leader
in efficient
power
conveyance and
energy
management
solutions
that
enable our
customers
to achieve
their
sustainability
objectives |
 ©
Dana 2014
Applying Dana’s Expertise
4
End Markets
Business
Segments
Competencies
And
Technologies
Light Vehicle
Driveline
Commercial Vehicle
Driveline
Off-Highway
Driveline
Power
Technologies |
 ©
Dana 2014
2013 Summary
Continued building solid base for growth with new product introductions
and investment in engineering and technology
Opened two new technical centers in Asia
Spicer
®
Driveshafts are featured on the Dodge Ram 1500, Motor Trend’s
2014 Truck of the Year
Dana again has products on six of Ward’s Magazine 10 best engines
Dana’s AdvanTek
®
40 commercial vehicle axle nominated for PACE award
Record Adjusted EBITDA margin of 11.0%
Continued execution despite lower than expected end-market demand
5
consecutive year of margin growth
Record Free Cash Flow
$365 million
U.S. pensions ~90% funded
Significant
shareholder
return
-
$829
million
in
share
repurchases
and
redemptions
$49 million returned to shareholders in Q4 2013
5
th |
 ©
Dana 2014
2013 Preliminary Sales Breakdown
Consolidated sales only
6
Business Unit and Customer
MARKET
REGION |
 Product Technologies Fueling Growth
7
2014
Spicer
®
AdvanTEK
®
40
Tandem Drive Axle
Spicer
®
Model 300
Axle
Spicer
®
318
Transmission
Lightweight Beam
Steer Axle
2020
Spicer®
Power
Boost™
Long®
EREV2
Battery Cooling
Spicer
®
Modular
Ag. Axle
VariGlide CVP
Lightweight Cam
Cover
Spicer
®
AdvanTEK
®
Axle
Long
®
Active
Warm-up Unit
Spicer
®
Diamond™
Series Driveshaft
Electric Vehicle
Gearbox
Spicer
®
Dual Range
Disconnect
Hydro-mechanical Variable
Powersplit Transmission System
Spicer
®
All-Wheel
Drive Unit
2016
Key Products for
Future Growth
Key Products for
Near-Term Growth |
 Financial Highlights
8 |
 ©
Dana 2014
2013 Preliminary Financial Results
See appendix for comments regarding the presentation of non-GAAP
measures 2013 Guidance
Preliminary
Results
Sales
~$6.7 B
$6.77 B
Adjusted EBITDA
~$750 M
$745 M
Margin
~11.1%
11.0%
Capital Spend
~$190 M
$208 M
Free Cash Flow
$240 –
$260 M
$365 M
Cash and marketable securities
$1.36 B
9
Sales
EBITDA
Margin
LVD
$2.5 B
9.5%
CVD
1.9 B
10.4%
OHD
1.3 B
12.3%
PTG
1.0 B
14.6%
Business Segment |
 ©
Dana 2014
Q2: $62M
Q3: $679M
10
Capital Structure Update
Oct 2012
Dec 2012
Q4: $15M
Mar 2013
Jun 2013
Sep 2013
To Date:
$829M
Utilization:
Share Repurchase Program
Q1: $24M
Share Repurchase
Expanded
to up to $1B
Issued $750M Sr.
Unsecured Notes
Redeemed Series A
Preferred Stock
Debt Actions
Share Repurchase Summary
Shares Repurchased*
39 M
2013 Weighted Avg. Adj. Diluted Shares
200 M
Series B Pref. Shares Outstanding 12/31
3.8 M
Remaining Authorization
$171 M
Significant Capital Allocation Actions
Refinanced $500M
U.S. ABL Facility
Preliminary Debt / Leverage
Total Debt
$1.62 B
Net Debt 12/31
$258 M
2013 Adjusted EBITDA
$745 M
Net Leverage
0.35 x
*
Including the
redemption of 21 million
shares of as converted
Series A preferred
Q4: $49M
Dec 2013
Completed
$200M ASR
Resumed Open
Market Purchases
Executed $200M
ASR
Announced $250M
Share Repurchase
Program |
 ©
Dana 2014
11
2014
Market
Considerations
–
Dana
Impact
Mostly stable end-market
demand across most regions
Continued currency
headwinds, principally South
America
Developing economies
remain challenging
2014 Market Growth Offset
by Currency
LVD
CVD
OH
PT
LVD
CVD
OH
PT
LVD
CVD
OH
PT
Continued strength in full
frame light trucks
Improving NA commercial
vehicle demand
Mining market remains
sluggish worldwide
Venezuela, Argentina and India
LVD
CVD
OH
PT |
 ©
Dana 2014
2014 Financial Targets
12
Euro / USD
1.29
USD / MXN
12.50
USD / BRL
2.20
USD / ARP
7.56
USD / INR
60.00
USD / VEF
9.50
Currency Assumptions
US GAAP Rate
29%
Cash Tax Rate
35%
Adjusted EPS Rate
27%
Tax Assumptions
Key Financial Metrics
2014 Targets
Sales
$6.8 –
$6.9 B
Adjusted EBITDA
$760 –
$770 M
Margin
~11.2%
Diluted Adjusted EPS*
$1.82 –
$1.86
Capital Spend
$210 –
$230 M
Free Cash Flow
$235 –
$255 M
Other Cash Flow Items
Depreciation / Amortization
~$180
M / ~$50
M
Cash Taxes
~$130 M
Net Interest
~$110 M
Pension Funding, Net
~$25 M
Cash Restructuring
~$40 M
*Calculated based on fully diluted outstanding shares of 179 million - excludes future impact of
the share repurchase program See appendix for comments regarding the presentation of non-GAAP measures
|
 ©
Dana 2014
2014 Sales and Adjusted EBITDA Margin
Business Segments –
2014 Targets
Sales Progression
Adjusted EBITDA Margin Progression
2013
Prelim
$6.77 B
2014
Target
$6.8 B -
$6.9 B-
2014
Target
~11.2%
2013
Prelim
11.0%
Currency
~$(220) M
Market
$220M-$240M-
See appendix for comments regarding the presentation of non-GAAP
measures Light Vehicle Driveline
~$2.7 B
Sales
~10%
Margin
Commercial Vehicle Driveline
~$1.9 B
Sales
~10%
Margin
Off-Highway Driveline
~$1.3 B
Sales
~12%
Margin
Power Technologies
~$1.0 B
Sales
~15%
Margin
13
Vol/Mix
~40 bps
Cost Perf.
~100 bps
Currency &
S.A. Inflation
~(120) bps
Pricing /
Recovery
$90M-$110M- |
 ©
Dana 2014
14
Forward View: Sales Backlog
Three Year Sales Backlog ($ in millions)
LVD
$200
PT
140
CVD
120
OH
100
Total
$560
Business
Segment
Sales backlog representing top-line growth in excess of market demand
Incremental backlog number is additive to prior year sales
Includes:
New sales won over the last few years adjusted for current volume expectations
Net of any lost sales
Excludes:
Replacement business wins
Future currency changes
Future market changes
$60
$290
$560
$230
$270
2014
Increment
2015
Increment
2016 |
 ©
Dana 2014
15
2016 Sales and Margin Targets
+$1 Billion in Expected
Sales Growth Fueled by
Sales Backlog and
Market Factors
2016 Adjusted EBITDA
Margin Target Exit Rate
of
13%
-
14%
Reflects:
2016 Sales / Adjusted EBITDA Margin Targets
$6.8 -
$6.9B
~11.2 %
2014E
~ $8 B
13% -
14%
2016T
Sales
Backlog
$500M
Market /
Pricing
See appendix for comments regarding the presentation of non-GAAP measures;
Note: Currency rates held constant Sales backlog at higher
returns based on technology
and capability
Leveraging of existing
capacity and infrastructure
Continued manufacturing
and materials efficiencies |
 ©
Dana 2014
Continued margin expansion
In light of end-market demand
Driven by operating efficiencies, product rationalization, innovation
Strong cash flow generation
Strong balance sheet providing flexibility for continued business
investment and shareholder value initiatives
New business coming on-line in 2015 and 2016
Further driving margin expansion and operating leverage
Pursuing and investing in technology and innovation
16
The Dana Advantage |
 Honesty & Integrity
Good Corporate Citizen
Open Communication
Continuous Improvement
Honesty & Integrity
Good Corporate Citizen
Open Communication
Continuous Improvement
©
2014 Dana Limited. This presentation contains copyrighted and confidential
information of Dana Holding Corporation and/or its subsidiaries. Those having access to this work
may not copy it, use it, or disclose the information contained within it without
written authorization of Dana Holding Corporation. Unauthorized use may result in prosecution. |
 Honesty & Integrity
Good Corporate Citizen
Open Communication
Continuous Improvement
Honesty & Integrity
Good Corporate Citizen
Open Communication
Continuous Improvement
Deutsche Bank
2014 Global Auto Industry Conference
Appendix Materials
©
2014 Dana Limited. This presentation contains copyrighted and confidential
information of Dana Holding Corporation and/or its subsidiaries. Those having access to this work
may not copy it, use it, or disclose the information contained within it without
written authorization of Dana Holding Corporation. Unauthorized use may result in prosecution. |
 ©
Dana 2014
Global Vehicle Production
Dana Forecasts
19
SOURCE: IHS Global Insight, ACT, PSR, Dana Estimates
12%
2013
Prelim
2014
Outlook
North America
Light Truck (Full Frame)
3,600
3,550 –
3,650
Light Vehicle Engines
14,350
14,700 –
15,100
Medium Truck (Class 5-7)
195
200 –
210
Heavy Truck (Class 8)
250
260 –
270
Agricultural Equipment
80
75 –
80
Construction/Mining Equipment
150
150 –
155
Europe (Incl. Eastern Europe)
Light Trucks
7,000
6,900 –
7,100
Light Vehicle Engines
20,800
21,000 –
25,000
Medium/Heavy Truck
400
380 –
390
Agricultural Equipment
245
240 –
250
Construction/Mining Equipment
315
310 –
320
South America
Light Trucks
1,300
1,300 –
1,400
Light Vehicle Engines
3,700
3,800 –
4,000
Medium/Heavy Truck
205
200 –
210
Agricultural Equipment
55
55 –
60
Construction/Mining Equipment
20
18 –
22
Asia Pacific
Light Trucks
20,000
20,000 –
21,000
Light Vehicle Engines
44,500
45,500 –
46,100
Medium/Heavy Truck
1,490
1,500 –
1,600
Agricultural Equipment
800
800 –
850
Construction /Mining Equipment
570
550 –
570
(Units in 000s) |
 ©
Dana 2014
Appendix
Non-GAAP Financial Information
The preceding slides refer to Adjusted EBITDA, which we’ve defined to be earnings from continuing
and discontinued operations 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 which 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 which 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 which 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. |