Dana Holding Corporation Reports Third-Quarter 2008 Results

PRNewswire-FirstCall
TOLEDO, Ohio
(NYSE:DAN)
Nov 6, 2008

TOLEDO, Ohio, Nov. 6 /PRNewswire-FirstCall/ -- Dana Holding Corporation (NYSE: DAN) today announced its third-quarter 2008 results.

  (Logo:  http://www.newscom.com/cgi-bin/prnh/19990903/DANA )

  Third-quarter developments included:

-- Sales of $1,929 million, a 9-percent decrease compared with 2007, primarily because of lower vehicle production in North America;

-- Net loss of $271 million, including $123 million of non-cash goodwill and other impairment charges. This compares with a third-quarter 2007 net loss of $69 million;

-- Earnings before interest, taxes, depreciation, amortization, and restructuring (EBITDA) of $15 million, compared with $126 million in 2007; and

-- Strong cash balance of $1.0 billion and total liquidity of $1.3 billion at September 30, 2008. Net debt was $380 million.

Additional Actions Planned

"The economic and market challenges we've faced all year were particularly difficult in the third quarter," said Executive Chairman John Devine. "The combination of lower industry volumes and peaking steel prices hit us sharply this quarter.

"Dana is planning up to 10 additional plant closures in 2009 and 2010, and we will reduce our workforce this year by 5,000 versus the previously announced 3,000. We regret having to take such actions, but they are necessary to size the company to lower industry volumes."

Three-Month Results

Third-quarter EBITDA of $15 million was $111 million below 2007 results for the same period. Lower production and higher steel costs of $140 million more than account for this reduction. Results also included higher pricing, cost savings, and unfavorable currency changes.

At September 30, 2008, cash balances remained strong at $1.0 billion, with available global liquidity of $1.3 billion. Despite lower sales and EBITDA, free cash flow of a negative $151 million for the third quarter was about the same as that during the same period in 2007.

Dana's liquidity has been strengthened by a $180 million draw-down in October under its existing $650 million secured revolving credit facility.

Nine-Month Results

Sales for the nine months ended September 30, 2008, were $6,574 million, which compares to $6,564 million for the same period in 2007. Year to date, the company reported net income of $274 million compared with a net loss of $294 million for the same period in 2007. The nine-month 2008 results include a net gain of $754 million recognized in connection with the company's emergence from bankruptcy and application of fresh start accounting in January.

Year-to-date EBITDA of $290 million compares to $373 million for the same period in 2007, as the earnings reduction related to lower North American vehicle production and higher steel costs more than offset cost reduction actions and pricing improvements.

Outlook

Based on current production estimates, Dana expects full-year 2008 sales of approximately $8,200 million and EBITDA of approximately $300 million.

"The second half of this year has been extremely challenging with sharply lower North American vehicle production, volatile steel prices, and turmoil in the financial markets," said Jim Yost, executive vice president and chief financial officer. "With respect to our credit facility, Dana is in compliance with financial covenants through September 30, 2008; however, we will not be able to comply with these requirements, as presently structured, at December 31, 2008. We expect to complete an amendment to the facility with our lenders in the next few weeks."

In 2009 Dana expects to improve EBITDA by at least $150 million, primarily through pricing actions and cost reductions, and is targeting break-even or better free cash flow.

Devine added, "I am pleased with the progress our people have made in rebuilding Dana, despite the difficult environment. We have much to do, but our team is focused on the changes needed to reposition Dana for improved profitability and growth."

Dana to Host Third-Quarter Conference Call at 10 a.m. Today

Dana will discuss its third-quarter results in a conference call at 10 a.m. EST today. Participants may listen to the audio portion of the conference call either through audio streaming online or by telephone. Slide viewing is only available online via a link provided on the Dana Investor Web site. To dial into the conference call, domestic locations should call 1-888- 311-4590 (Conference I.D. # 68867352). International locations should call 1- 706-758-0054 (Conference I.D. # 68867352). Please ask for the Dana Holding Corporation Financial Webcast and Conference Call. Phone registration will be available beginning at 9:30 a.m. An audio recording of the call will be available after 5 p.m. To access this recording, please dial 1-800-642-1687 (U.S. or Canada) or 1-706-645-9291 (international) and enter the conference I.D. number 68867352. A webcast replay will also be available after 5 p.m. today, and may be accessed via the Dana Investor Web site.

Non-GAAP Measures

In connection with Dana's emergence from bankruptcy on January 31, 2008 and the application of fresh start accounting in accordance with the provisions of the American Institute of Certified Public Accountants' Statement of Position 90-7, the post-emergence results of the successor company for the eight months ended September 30, 2008 and the pre-emergence results of the predecessor company for the one month ended January 31, 2008 are presented separately as successor and predecessor results in the financial statements presented in accordance with generally accepted accounting principles (GAAP). This presentation is required by GAAP as the successor company is considered to be a new entity, and the results of the new entity reflect the application of fresh start accounting. For the readers' convenience and interest in this earnings release, we have combined the separate successor and predecessor periods to derive combined results for the nine months ended September 30, 2008. The financial information accompanying this release provides the separate successor and predecessor GAAP results for the applicable periods, along with the combined results described above for the first nine months of 2008.

This release refers to EBITDA, which we've defined to be earnings before interest, taxes, depreciation, amortization and restructuring. EBITDA is a non-GAAP financial measure, and the measure currently being used by Dana as the primary measure of its reportable operating segment performance. EBITDA was selected as the primary measure for operating segment performance as well as a relevant measure of Dana's overall performance given the enhanced comparability and usefulness after application of fresh start accounting. The most significant impact to Dana's ongoing results of operations as a result of applying fresh start accounting is higher depreciation and amortization. By using EBITDA, which is a performance measure that excludes depreciation and amortization, the comparability of results is enhanced. Management also believes that EBITDA is an important measure since the financial covenants of our primary debt agreements are EBITDA-based, and our management incentive performance programs are based, in part, on EBITDA. Because it is a non-GAAP measure, EBITDA should not be considered a substitute for net income or other reported results prepared in accordance with GAAP. The financial information accompanying this release provides a reconciliation of EBITDA for the periods presented to the reported income (loss) from continuing operations before income taxes, which is a GAAP measure.

Forward-Looking Statements

Certain statements and projections contained in this news release are, by their nature, forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations, estimates and projections about our industry and business, management's beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.

Dana's Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss important risk factors that could affect our business, results of operations and financial condition. The forward-looking statements in this news release speak only as of this date. Dana does not undertake any obligation to revise or update publicly any forward-looking statement for any reason.

About Dana Holding Corporation

Dana is a world leader in the supply of axles; driveshafts; and structural, sealing, and thermal-management products; as well as genuine service parts. The company's customer base includes virtually every major vehicle manufacturer in the global automotive, commercial vehicle, and off- highway markets, which collectively produce more than 70 million vehicles annually. Based in Toledo, Ohio, the company's operations employ approximately 32,000 people in 26 countries and reported 2007 sales of $8.7 billion. For more information, please visit: http://www.dana.com/.

  DANA HOLDING CORPORATION
  Consolidated Statement of Operations (Unaudited)
  For the Three Months Ended September 30, 2008 and 2007

                                                    Three Months Ended
                                                       September 30,
                                                  Dana           Prior Dana
                                                  2008              2007

            Net sales                             $1,929            $2,130
            Costs and expenses
                 Cost of sales                     1,896             2,017
                 Selling, general and
                  administrative
                  expenses                            87                79
                 Amortization of
                  intangibles                         18
                 Realignment charges,
                  net                                 16                 6
                 Impairment of goodwill              105
                 Impairment of assets                  3
                 Other income, net                     2                30
            Income (loss) from
             continuing operations
             before interest,
             reorganization items and
             income taxes                           (194)               58

            Interest expense
             (contractual interest of
             $54 for the three months
             ended September 30, 2007)                37                27
            Reorganization items, net                  1                98
            Loss from continuing
             operations before income
             taxes                                  (232)              (67)
            Income tax benefit
             (expense)                               (24)                3
            Minority interests                        (1)               (4)
            Equity in earnings of
             affiliates                              (13)                4
            Loss from continuing
             operations                             (270)              (64)
            Loss from discontinued
             operations                               (1)               (5)
            Net loss                                (271)              (69)
            Preferred stock dividend
             requirements                              8
            Net loss available to
             common stockholders                   $(279)             $(69)

            Net loss from continuing
             operations:
               Basic                              $(2.78)           $(0.42)
               Diluted                            $(2.78)           $(0.42)
            Net loss from discontinued
             operations
               Basic                              $(0.01)           $(0.04)
               Diluted                            $(0.01)           $(0.04)
            Net loss available to
             common stockholders
               Basic                              $(2.79)           $(0.46)
               Diluted                            $(2.79)           $(0.46)
            Average common shares
             outstanding:
               Basic                                 100               150
               Diluted                               100               150



  DANA HOLDING CORPORATION
  Consolidated Statement of Operations (Unaudited)
  For the Nine Months Ended September 30, 2008 and 2007

                                                                     Prior
                                         Dana     Prior   Combined   Dana
                                         Eight    Dana      Nine     Nine
                                        Months  One Month  Months   Months
                                         Ended    Ended    Ended    Ended
                                       September January September September
                                          30,      31,      30,      30,
                                         2008     2008    2008 (1)   2007

           Net sales                     $5,823     $751   $6,574   $6,564
           Costs and expenses
                Cost of sales             5,579      702    6,281    6,201
                Selling, general and
                 administrative
                 expenses                   236       34      270      263
                Amortization of
                 intangibles                 49                49
                Realignment charges,
                 net                         61       12       73      159
                Impairment of goodwill      180               180
                Impairment of assets         10                10
                Other income, net            54        8       62      108
           Income (loss) from
            continuing operations
            before interest,
            reorganization items
            and income taxes               (238)      11     (227)      49
           Interest expense
            (contractual interest of
            $17 for the one month
            ended January 31, 2008 and
            $159 for the nine months
            ended September 30, 2007)        99        8      107       78
           Reorganization items, net         22       98      120      173
           Fresh start accounting
            adjustments                            1,009    1,009
           Income (loss) from
            continuing operations
            before income taxes            (359)     914      555     (202)
           Income tax expense               (56)    (199)    (255)     (15)
           Minority interests                (6)      (2)      (8)     (10)
           Equity in earnings of
            affiliates                      (10)       2       (8)      22
           Income (loss) from
            continuing operations          (431)     715      284     (205)
           Loss from discontinued
            operations                       (4)      (6)     (10)     (89)
           Net income (loss)               (435)     709      274     (294)
           Preferred stock dividend
            requirements                     21                21
           Net income (loss) available
            to common stockholders        $(456)    $709     $253    $(294)

           Net income (loss) from
            continuing operations:
              Basic                      $(4.52)   $4.77            $(1.36)
              Diluted                    $(4.52)   $4.75            $(1.36)
           Net loss from discontinued
            operations
              Basic                      $(0.04)  $(0.04)           $(0.60)
              Diluted                    $(0.04)  $(0.04)           $(0.60)
           Net income (loss) available
            to common stockholders:
              Basic                      $(4.56)   $4.73            $(1.96)
              Diluted                    $(4.56)   $4.71            $(1.96)
           Average common shares
            outstanding:
              Basic                         100      150               150
              Diluted                       100      150               150

          (1)  See "Non-GAAP Measures" in body of press release for
               comments regarding the presentation of combined information
               for the nine months ended September 30, 2008



  DANA HOLDING CORPORATION
  Consolidated Balance Sheet (Unaudited)
  At September 30, 2008 and December 31, 2007

                                                 Dana           Prior Dana
                                             September 30,      December 31,
           Assets                                2008              2007
           Current assets
           Cash and cash equivalents              $1,007            $1,271
           Restricted cash                                              93
           Accounts receivable
                Trade, less allowance
                 for doubtful accounts
                 of $23 in 2008 and
                 $22 in 2007                       1,205             1,197
                Other                                219               295
           Inventories
                Raw materials                        413               331
                Work in process and
                 finished goods                      587               481
           Assets of discontinued
            operations                                                  24
           Other current assets                       95               100
                     Total current
                      assets                       3,526             3,792
           Goodwill                                  117               349
           Intangibles                               599                 1
           Investments and other assets              255               348
           Investments in affiliates                 143               172
           Property, plant and
            equipment, net                         1,915             1,763
                     Total assets                 $6,555            $6,425

           Liabilities and
            stockholders' equity
            (deficit)
           Current liabilities
           Notes payable, including
            current portion of long-
            term debt                                $67              $283
           Debtor-in-possession
            financing                                                  900
           Accounts payable                        1,047             1,072
           Accrued payroll and employee
            benefits                                 211               258
           Liabilities of discontinued
            operations                                                   9
           Taxes on income                           124                12
           Other accrued liabilities                 353               418
                     Total current
                      liabilities                  1,802             2,952

           Liabilities subject to
            compromise                                               3,511
           Deferred employee benefits
            and other non-current
            liabilities                              851               630
           Long-term debt                          1,320                19
           Minority interest in
            consolidated subsidiaries                110                95
           Commitments and
            contingencies
                     Total liabilities             4,083             7,207

           Preferred stock, 50,000,000
            shares authorized
               Series A, $0.01 par
                value, 2,500,000
                issued and outstanding               242
               Series B, $0.01 par
                value, 5,400,000
                issued and outstanding               529
           Common stock, $.01 par
            value, 450,000,000
            authorized, 100,036,390
            issued and outstanding                     1
           Prior Dana common stock,
            $1.00 par value,
            350,000,000 authorized,
            150,245,250 issued and
            outstanding                              150
           Additional paid-in capital              2,318               202
           Accumulated deficit                      (456)             (468)
           Accumulated other
            comprehensive loss                      (162)             (666)
                     Total
                      stockholders'
                      equity (deficit)             2,472              (782)
                     Total liabilities
                      and stockholders'
                      equity                      $6,555            $6,425



  DANA HOLDING CORPORATION
  Consolidated Statement of Cash Flows (Unaudited)
  For the Three Months Ended September 30, 2008 and 2007

                                                   Three Months Ended
                                                Dana           Prior Dana
                                            September 30,     September 30,
                                                 2008              2007
           Cash flows - operating
            activities
           Net loss                                $(271)             $(69)
           Depreciation                               75                70
           Amortization of intangibles                22
           Amortization of deferred
            financing charges and
            original issue discount                    6
           Impairment of goodwill and
            other assets                             123                 3
           Minority interest                           1                (6)
           Reorganization:
              Payment of claims (1)                   (3)
              Reorganization items net
               of cash payments                       (1)               52
           Loss on sale of businesses
            and assets                                                   8
           Change in working capital                 (44)             (119)
           Other, net                                 10               (28)
           Net cash flows used in
            operating activities (1)                 (82)              (89)

           Cash flows - investing
            activities
           Purchases of property, plant
            and equipment (1)                        (72)              (54)
           Proceeds from sale of
            businesses and assets                                       90
           Change in restricted cash                                    91
           Other                                       4                36
           Net cash flows provided by
            (used in) investing
            activities                               (68)              163

           Cash flows - financing
            activities
           Net change in short-term
            debt                                      14                47
           Payment of DCC Medium Term
            Notes                                                     (129)
           Deferred financing fees                    (1)
           Repayment of Exit Facility
            debt                                      (4)
           Preferred dividends paid                   (7)
           Other                                       7                 2
           Net cash flows provided by
            (used in) financing
            activities                                 9               (80)

           Net increase (decrease) in
            cash and cash equivalents               (141)               (6)
           Cash and cash equivalents -
            beginning of period                    1,191             1,001
           Effect of exchange rate
            changes on cash balances                 (43)               33
           Net change in cash of
            discontinued operations                                      7
           Cash and cash equivalents -
            end of period                         $1,007            $1,035

          (1)  Free cash flow of ($151) in 2008 and $(143) in 2007 is the
               sum of net cash provided by (used in) operating activities
               (excluding claims payments) reduced by the purchases of
               property, plant and equipment.



  DANA HOLDING CORPORATION
  Consolidated Statement of Cash Flows (Unaudited)
  For the Nine Months Ended September 30, 2008 and 2007

                                               Nine Months
                                         Ended September 30, 2008

                                                                    Prior
                                         Dana    Prior   Combined    Dana
                                         Eight    Dana     Nine      Nine
                                        Months  One Month Months    Months
                                         Ended    Ended    Ended     Ended
                                       September January September September
                                          30,      31,      30,       30,
                                         2008     2008    2008 (1)   2007
         Cash flows - operating
          activities
         Net income (loss)                $(435)    $709     $274    $(294)
         Depreciation                       195       23      218      209
         Amortization of intangibles         60                60
         Amortization of inventory
          valuation                          15                15
         Amortization of deferred
          financing charges and
          original issue discount            17                17
         Impairment of goodwill and
          other assets                      205               205        3
         Non-cash portion of U.K.
          pension charge                                                60
         Minority interest                    6        2        8
         Deferred income taxes              (38)     191      153      (60)
         Reorganization:
           Gain on settlement of
            liabilities subject to
            compromise                               (27)     (27)
           Payment of claims (2)           (100)             (100)
           Reorganization items net of
            cash payments                   (24)      79       55       59
           Fresh start adjustments                (1,009)  (1,009)
           Payments to VEBAs (2)           (733)     (55)    (788)     (27)
         Loss on sale of businesses and
          assets                              1        7        8
         Change in working capital         (111)     (61)    (172)    (183)
         Other, net                           9       19       28       (8)
         Net cash flows used in
          operating activities (2)         (933)    (122)  (1,055)    (241)

         Cash flows - investing
          activities
         Purchases of property, plant
          and equipment (2)                (148)     (16)    (164)    (148)
         Proceeds from sale of
          businesses and assets                        5        5      511
         Change in restricted cash                    93       93        3
         Other                                        (5)      (5)      61
         Net cash flows provided by
          (used in) investing
          activities                       (148)      77      (71)     427

         Cash flows - financing
          activities
         Proceeds from (repayment of)
          debtor-in-possession facility             (900)    (900)     200
         Net change in short-term debt      (74)     (18)     (92)      19
         Payment of DCC Medium Term
          Notes                                     (136)    (136)    (129)
         Proceeds from Exit Facility
          debt                               80    1,350    1,430
         Original issue discount fees               (114)    (114)
         Deferred financing fees             (2)     (40)     (42)
         Repayment of Exit Facility
          debt                              (11)              (11)
         Issuance of Series A and
          Series B preferred stock                   771      771
         Preferred dividends paid           (18)              (18)
         Other                               (5)      (1)      (6)
         Net cash flows provided by
          (used in) financing
          activities                        (30)     912      882       90

         Net increase (decrease) in
          cash and cash equivalents      (1,111)     867     (244)     276
         Cash and cash equivalents -
          beginning of period             2,147    1,271    1,271      704
         Effect of exchange rate
          changes on cash balances          (29)       5      (24)      61
         Net change in cash of
          discontinued operations                      4        4       (6)
         Cash and cash equivalents -
          end of period                  $1,007   $2,147   $1,007   $1,035

        (1)  See "Non-GAAP Measures" in body of press release for comments
             regarding the presentation of combined information for the nine
             months ended September 30, 2008

        (2)  Free cash flow of ($331) in 2008 and $(362) in 2007 is the sum
             of net cash provided by (used in) operating activities
             (excluding claims payments) reduced by the purchases of
             property, plant and equipment.



  DANA HOLDING CORPORATION
  Reconciliation of EBITDA to Income (Loss) from
  Continuing Operations Before Income Taxes

                                                     Three Months Ended
                                                        September 30,
                                                   Dana           Prior Dana
                                                   2008               2007
               ASG
                   Light Axle                         $13               $29
                   Driveshaft                          30                26
                   Sealing                             16                14
                   Thermal                             (1)                4
                   Structures                           6                22
                   Eliminations and
                    other                              (2)
                      Total ASG                        62                95
               HVSG
                   Commercial Vehicle                   1                17
                   Off-Highway                         22                36
                   Eliminations and
                    other                                                (3)
                      Total HVSG                       23                50
               Segment EBITDA                          85               145
                   Shared services and
                    administrative                    (39)              (33)
                   Other expense, net                 (21)               (5)
                   Foreign exchange not
                    in segments                       (10)               19
               EBITDA                                  15               126
                   Depreciation                       (74)              (69)
                   Amortization                       (22)
                   Realignment                        (16)               (6)
                   DCC EBIT                                              (5)
                   Goodwill impairment               (105)
                   Impairment of assets                (3)
                   Reorganization
                    items, net                         (1)              (98)
                   Interest expense                   (37)              (27)
                   Interest income                     11                12
               Loss from continuing
                    operations before
                     income taxes                   $(232)             $(67)



  DANA HOLDING CORPORATION
  Reconciliation of EBITDA to Income (Loss) from
  Continuing Operations Before Income Taxes

                                               Nine Months
                                       Ended September 30, 2008

                                                  Prior             Prior
                                         Dana     Dana   Combined   Dana
                                         Eight    One      Nine     Nine
                                        Months    Month   Months    Months
                                         Ended    Ended    Ended     Ended
                                       September January September September
                                          30,      31,      30,       30,
                                         2008     2008   2008 (1)    2007
             ASG
                 Light Axle                 $65       $8      $73      $76
                 Driveshaft                 101       12      113       76
                 Sealing                     57        7       64       54
                 Thermal                      7        3       10       18
                 Structures                  52        5       57       80
                 Eliminations and other      (7)      (3)     (10)     (16)
                    Total ASG               275       32      307      288
             HVSG
                 Commercial Vehicle          24        4       28       47
                 Off-Highway                104       15      119      123
                 Eliminations and other      (4)               (4)      (7)
                    Total HVSG              124       19      143      163
             Segment EBITDA                 399       51      450      451
                 Shared services and
                  administrative           (105)     (13)    (118)    (118)
                 Other expense, net         (43)              (43)      (1)
                 Foreign exchange not
                  in segments                (3)       4        1       41
             EBITDA                         248       42      290      373
                 Depreciation              (194)     (23)    (217)    (208)
                 Amortization               (75)              (75)
                 Realignment                (61)     (12)     (73)    (159)
                 DCC EBIT                    (2)               (2)      14
                 Goodwill impairment       (180)             (180)
                 Impairment of assets       (10)              (10)
                 Reorganization items,
                  net                       (22)     (98)    (120)    (173)
                 Interest expense           (99)      (8)    (107)     (78)
                 Interest income             36        4       40       29
                 Fresh start accounting
                  adjustments                      1,009    1,009
             Income (loss) from
              continuing operations
              before income taxes         $(359)    $914     $555    $(202)

  (1) See "Non-GAAP Measures" in body of press release for comments
      regarding the presentation of combined information for the nine months
      ended September 30, 2008



  DANA HOLDING CORPORATION
  Reconciliation of EBITDA to Income (Loss) from Continuing
  Operations Before Income Taxes and Free Cash Flow to
  Cash From (Used By) Operations


                                                      Combined

                                                                 Projected
                                                Nine Months      Full Year
                                                   Ended           Ended
                                                September 30,   December 31,
                                                    2008           2008

           EBITDA                                     $290             $300

              Depreciation                            (217)            (291)
              Amortization                             (75)             (97)
              Realignment                              (73)            (100)
              DCC EBIT                                  (2)              (2)
              Goodwill impairment                     (180)            (180)
              Impairment of assets                     (10)             (10)
              Reorganization items, net               (120)            (122)
              Interest expense                        (107)            (151)
              Interest income                           40               52
              Fresh start accounting
               adjustments                           1,009            1,009
           Income from continuing
            operations before income
            taxes                                     $555             $408

           Net cash flows used in
            operating activities                   $(1,056)    $ (938 - 988)

              Purchases of property,
               plant and equipment                    (164)            (250)
              Bankruptcy emergence
               payments                                888              888
           Free cash flow                            $(332)    $ (300 - 350)
Photo: http://www.newscom.com/cgi-bin/prnh/19990903/DANA
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PRN Photo Desk, photodesk@prnewswire.com

SOURCE: Dana Holding Corporation

CONTACT: Investors, Karen Crawford, +1-419-535-4635, or Media, Chuck
Hartlage, +1-419-535-4728

Web site: http://www.dana.com/

Company News On-Call: http://www.prnewswire.com/comp/226839.html


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