Dana Holding Corporation Reports 2009 Results

Feb 24, 2010

MAUMEE, Ohio, Feb. 24 /PRNewswire-FirstCall/ --

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

Dana Holding Corporation (NYSE: DAN) today announced its full-year and fourth-quarter 2009 results.

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

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

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

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

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

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

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

Fourth-Quarter Results

Sales for the fourth quarter of 2009 were $1,493 million, which compares with $1,521 million for the same period in 2008.  Fourth-quarter adjusted EBITDA was $115 million, a significant improvement over $4 million reported for the final three months of 2008.  

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

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

Earlier this month, Dana and its Indian joint venture partner Anand Automotive Systems broke ground for a new hypoid gear manufacturing facility and testing center in Chakan, India.  Located on the same site as Dana’s existing Spicer India operations, the new facility adds to Dana’s already substantial presence in India, which currently includes 10 operations.  Dana and its JV partner will invest $35 million to $40 million over the next several years to build the 50,000 sq. ft. facility, which is expected to open in late 2011.  The facility will employ approximately 130 people and produce 240,000 gear sets annually at full capacity.  The expanded product capability provided by the facility will enable Dana to better address customer demands for improved efficiency, power density, fuel economy, torque-carrying capacity, and weight reduction.  

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

Dana will discuss its full-year and fourth-quarter results in a conference call at 10:30 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. # 53634802).  International locations should call 1-706-758-0054 (Conference I.D. # 53634802).  Please ask for the Dana Holding Corporation Financial Webcast and Conference Call.  Phone registration will be available beginning at 10 a.m. EST.  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. # 53634802.  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 11 months ended December 31, 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 12 months ended December 31, 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 2008.

This release refers to adjusted EBITDA, which we’ve defined to be earnings before interest, taxes, depreciation, amortization, non-cash equity grant expense, restructuring expense, and other nonrecurring items (gain/loss on debt extinguishment or divestitures, impairment, etc).  Adjusted EBITDA is a non-GAAP financial measure, and the measure currently being used by Dana as the primary measure of its operating segment performance.  The most significant impact to Dana’s ongoing results of operations as a result of applying fresh start accounting is higher depreciation and amortization.  

By using adjusted EBITDA, which is a performance measure that excludes depreciation and amortization, the comparability of results is enhanced.  Management also believes that adjusted EBITDA is an important measure since the financial covenants of our primary debt agreements are adjusted EBITDA-based, and our management incentive performance programs are based, in part, on adjusted EBITDA.  Because it is a non-GAAP measure, adjusted EBITDA should not be considered a substitute for net income or other reported results prepared in accordance with GAAP.  The financial information accompanying this release provides a reconciliation of adjusted EBITDA for the periods presented to the reported income (loss) from continuing operations before income taxes, which is a GAAP measure.

Forward-Looking Statements

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.  Based in Maumee, Ohio, the company employs approximately 24,000 people in 26 countries and reported 2009 sales of $5.2 billion.  For more information, please visit: www.dana.com.

    
    
    DANA HOLDING CORPORATION
    Consolidated Statement of Operation (Unaudited)
    For the Three Months Ended December 31, 2009 and 2008
    
                                                       Three Months Ended
                                                          December 31,
                                                          ------------
                                                       2009           2008
                                                       ----           ----
     Net sales                                       $1,493         $1,521
     Costs and expenses
         Cost of sales                                1,387          1,541
         Selling, general and administrative
          expenses                                       96             67
         Amortization of intangibles                     18             17
         Restructuring charges, net                      25             53
         Impairment of goodwill                                        (11)
         Impairment of long-lived assets                150              4
         Other expense, net                              (2)            (1)
                                                        ---            ---
     Loss before interest, reorganization items
      and income taxes                                 (185)          (151)
         Interest expense                                31             43
         Reorganization items                                            3
                                                        ---            ---
     Loss before income taxes                          (216)          (197)
     Income tax expense                                 (12)           (51)
     Equity in earnings of affiliates                    (7)            (1)
                                                        ---            ---
     Net loss                                          (235)          (249)
          Less: Noncontrolling interests net income       1
                                                        ---            ---
     Net loss attributable to the parent company       (236)          (249)
     Preferred stock dividend requirements                8              8
                                                        ---            ---
     Net loss available to common stockholders        $(244)         $(257)
                                                      =====          =====
    
     Net loss per share available to parent
      company stockholders:
        Basic                                        $(2.02)        $(2.57)
        Diluted                                      $(2.02)        $(2.57)
     Average common shares outstanding
        Basic                                           139            100
        Diluted                                         139            100
    
    
    
    DANA HOLDING CORPORATION
    Consolidated Statement of Operations
    For the Years Ended December 31, 2009 and 2008
                                                                   
                                                      Dana        Prior Dana
                                                   Eleven Months  One Month
                          Dana       Combined(1)      Ended         Ended
                          Year Ended December 31,   December 31,  January 31,
                          2009             2008       2008           2008
                          ----             ----       ----           ----
     Net sales            $5,228           $8,095     $7,344        $751
     Costs and expenses
         Cost of sales     4,985            7,815      7,113         702
         Selling, 
          general and
          administrative
          expenses           313              337        303          34
         Amortization
          of intangibles      71               66         66
         Restructuring
          charges, net       118              126        114          12
         Impairment 
          of goodwill                         169        169
         Impairment of
          long-lived
          assets             156               14         14
         Other income, net    98               61         53           8
                             ---              ---        ---         ---
     Income (loss) from
      continuing operations
      before interest,
      reorganization items
      and income taxes      (317)            (371)      (382)         11
     Interest expense        139              150        142           8
     Reorganization items     (2)             123         25          98
     Fresh start accounting
      adjustments                           1,009                  1,009
                           -----            -----      -----       -----
     Income (loss) from
      continuing operations
      before income taxes   (454)             365       (549)        914
     Income tax benefit
      (expense)               27             (306)      (107)       (199)
     Equity in earnings of
      affiliates              (9)              (9)       (11)          2
                             ---              ---        ---         ---
     Income (loss) from
      continuing operations (436)              50       (667)        717
     Loss from discontinued
      operations                              (10)        (4)         (6)
                             ---              ---        ---         ---
     Net income (loss)      (436)              40       (671)        711
          Less: 
           Noncontrolling
           interests
           net income
           (loss)             (5)               8          6           2
                             ---              ---        ---         ---
     Net income (loss)
      attributable to
      the parent company    (431)              32       (677)        709
     Preferred stock
      dividend requirements   32               29         29
                             ---              ---        ---         ---
     Net income (loss)
      available to
      common stockholders  $(463)              $3      $(706)       $709
                           =====              ===      =====        ====
    
     Income (loss) per
      share from continuing
      operations available
      to parent company
      stockholders:
        Basic             $(4.19)                     $(7.02)      $4.77
        Diluted           $(4.19)                     $(7.02)      $4.75
     Loss per share from
      discontinued
      operations
      attributable
      to parent company
      stockholders:
        Basic                 $-                      $(0.04)     $(0.04)
        Diluted               $-                      $(0.04)     $(0.04)
     Net income (loss) per
      share available to
      parent company
      stockholders:
        Basic             $(4.19)                     $(7.06)      $4.73
        Diluted           $(4.19)                     $(7.06)      $4.71
     Average common
      shares outstanding
        Basic                110                         100         150
        Diluted              110                         100         150
    
    
    (1) See "Non-GAAP Measures" in body of press release for comments
        regarding the presentation of combined information for the year
        ended December 31, 2008.
    
    
    
    DANA HOLDING CORPORATION
    Consolidated Balance Sheet
    As of December 31, 2009 and 2008
    
                                                            December 31,
                                                            ------------
     Assets                                            2009              2008
                                                       ----              ----
     Current assets
     Cash and cash equivalents                         $947              $777
     Accounts receivable
       Trade, less allowance for doubtful accounts
        of $18 in 2009 and $23 in 2008                  728               764
       Other                                            141               164
     Inventories                                        608               869
     Other current assets                                59                52
     Current assets held for sale                        99               121
                                                        ---               ---
         Total current assets                         2,582             2,747
    
     Goodwill                                           111               108
     Intangibles                                        438               515
     Investments and other assets                       233               200
     Investments in affiliates                          112               119
     Property, plant and equipment, net               1,484             1,636
     Non-current assets held for sale                   104               282
                                                        ---               ---
         Total assets                                $5,064            $5,607
                                                     ======            ======
    
     Liabilities and equity
     Current liabilities
     Notes payable, including current portion of
      long-term debt                                    $34               $70
     Accounts payable                                   601               759
     Accrued payroll and employee benefits              103               112
     Accrued restructuring costs                         29                65
     Taxes on income                                     40                93
     Other accrued liabilities                          270               258
     Current liabilities held for sale                   79                89
                                                        ---               ---
         Total current liabilities                    1,156             1,446
    
     Long-term debt                                     969             1,181
     Deferred employee benefits and other non-
      current liabilities                             1,160               845
     Commitments and contingencies
                                                      -----             -----
         Total liabilities                            3,285             3,472
    
     Parent company stockholders' equity
       Preferred stock, 50,000,000 shares authorized
         Series A, $0.01 par value, 2,500,000 issued
          and outstanding                               242               242
         Series B, $0.01 par value, 5,400,000 issued
          and outstanding                               529               529
       Common stock, $0.01 par value, 450,000,000
        authorized, 139,414,149 issued and outstanding    1                 1
       Additional paid-in capital                     2,580             2,321
       Accumulated deficit                           (1,169)             (706)
       Accumulated other comprehensive loss            (504)             (359)
                                                       ----              ----
         Total parent company stockholders' equity    1,679             2,028
     Noncontrolling interests                           100               107
                                                        ---               ---
         Total equity                                 1,779             2,135
                                                      -----             -----
         Total liabilities and equity                $5,064            $5,607
                                                     ======            ======
    
    
    
    DANA HOLDING CORPORATION
    Consolidated Statement of Cash Flows (Unaudited)
    For the Three Months Ended December 31, 2009 and 2008
    
                                                       Three Months Ended
                                                          December 31,
                                                          ------------
                                                    2009               2008
                                                    ----               ----
     Cash flows − operating activities
     Net loss                                       $(235)             $(249)
     Depreciation                                      80                 75
     Amortization of intangibles                       22                 21
     Amortization of deferred financing charges
      and original issue discount                       7                  7
     Impairment of goodwill, intangibles, 
      investments and other assets                    150                 (7)
     Deferred income taxes                             11                 40
     Loss on extinguishment of debt                                       10
     Change in accounts receivable                     22                409
     Change in inventories                             35                 70
     Change in accounts payable                        13               (216)
     Change in other current assets and
      liabilities                                     (25)               (93)
     Other, net                                        40                (31)
                                                      ---                ---
     Net cash flows provided by operating
      activities (1)                                  120                 36
                                                      ---                ---
     Cash flows − investing activities
     Purchases of property, plant and equipment(1)    (25)               (86)
     Proceeds from sale of businesses and assets                          14
     Other                                             (2)                (1)
                                                      ---                ---
     Net cash flows used in investing activities      (27)               (73)
                                                      ---                ---
    
     Cash flows − financing activities
     Net change in short-term debt                                         4
     Deferred financing payments                                         (24)
     Proceeds from long-term debt                      22
     Repayment of long-term debt                      (17)              (153)
     Proceeds from issuance of common stock            33
     Dividends paid to noncontrolling interests                           (1)
     Other                                              1                 (3)
                                                      ---                ---
     Net cash flows provided by (used in) financing
      activities                                       39               (177)
                                                      ---               ----
    
     Net increase (decrease) in cash and cash
      equivalents                                     132               (214)
     Cash and cash equivalents − beginning of
      period                                          814              1,007
     Effect of exchange rate changes on cash
      balances                                          1                (16)
                                                      ---                ---
     Cash and cash equivalents − end of period       $947               $777
                                                     ====               ====
    
    (1) Free cash flow of $95 in 2009 and ($50) in 2008 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
    For the Years Ended December 31, 2009 and 2008
                                                                
                                                        Dana       Prior Dana
                                                    Eleven Months  One Month
                                Dana    Combined(1)     Ended         Ended
                             Year Ended December 31,  December 31, January 31,
                                 2009         2008      2008          2008
                                 ----         ----      ----          ----
     Cash flows − operating
      activities
     Net income (loss)          $(436)          $40    $(671)        $711
     Depreciation                 311           292      269           23
     Amortization of
      intangibles                  86            81       81
     Amortization of
      inventory valuation                        49       49
     Amortization of
      deferred financing
      charges and original
      issue discount               34            27       27
     Impairment of goodwill,
      intangibles,
      investments and other
      assets                      156           183      183
     Deferred income taxes        (20)          213       22          191
     (Gain) loss on
      extinguishment of debt      (35)           10       10
     Reorganization:
       Reorganization items
        net of cash payments       (4)           55      (24)          79
       Payment of claims (2)                   (100)    (100)
       Payments to VEBAs (2)                   (788)    (733)         (55)
       Gain on settlement of
        liabilities subject to
        compromise                              (27)                  (27)
       Fresh start adjustments               (1,009)               (1,009)
     Pension contributions
      in excess of expense         (5)          (38)     (36)          (2)
     Change in accounts
      receivable                  107           434      512          (78)
     Change in inventories        299           (34)      (6)         (28)
     Change in accounts
      payable                    (184)         (210)    (227)          17
     Change in accrued
      payroll and employee
      benefits                    (80)          (67)     (79)          12
     Change in accrued
      income taxes                (41)          (42)     (40)          (2)
     Change in other current
      assets and liabilities       (7)         (124)    (142)          18
     Other, net                    27            36        8           28
                                  ---           ---      ---          ---
     Net cash flows provided
      by (used in) operating
      activities (2)              208        (1,019)    (897)        (122)
                                  ---        ------     ----         ----
    
     Cash flows − investing
      activities
     Purchases of property,
      plant and equipment (2)     (99)         (250)    (234)         (16)
     Proceeds from sale of
      businesses and assets         3            19       14            5
     Change in restricted cash                   93                    93
     Other                         (2)           (6)      (1)          (5)
                                  ---           ---      ---          ---
     Net cash flows provided
      by (used in) investing
      activities                  (98)         (144)    (221)          77
                                  ---          ----     ----          ---
    
     Cash flows − financing
      activities
     Net change in short-
      term debt                   (36)          (88)     (70)         (18)
     Proceeds from Exit
      Facility debt                           1,430       80        1,350
     Deferred financing
      payments                     (1)          (66)     (26)         (40)
     Proceeds from long-
      term debt                    27
     Repayment of long-term
      debt                       (214)         (164)    (164)
     Net proceeds from
      issuance of common
      stock                       250
     Dividends paid to
      preferred stockholders                    (18)     (18)
     Dividends paid to
      noncontrolling
      interests                    (5)           (8)      (7)          (1)
     Proceeds from
      (repayment of) debtor-
      in-possession
      facility                                 (900)                 (900)
     Payment of DCC Medium
      Term Notes                               (136)                 (136)
     Original issue discount
      payment                                  (114)                 (114)
     Issuance of Series A
      and Series B preferred
      stock                                     771                   771
     Other                         11            (2)      (2)
                                  ---           ---      ---          ---
     Net cash flows provided
      by (used in) financing
      activities                   32           705     (207)         912
                                  ---           ---     ----          ---
    
     Net increase (decrease)
      in cash and cash
      equivalents                 142          (458) (1,325)          867
     Cash and cash
      equivalents −
      beginning of period         777         1,271    2,147        1,271
     Effect of exchange rate
      changes on cash
      balances                     28           (40)     (45)           5
     Net change in cash of
      discontinued
      operations                                  4                     4
                                  ---           ---      ---          ---
     Cash and cash
      equivalents − end of
      period                     $947          $777     $777       $2,147
                                 ====          ====     ====       ======
    
    (1) See "Non-GAAP Measures" in body of press release for comments
        regarding the presentation of combined information for the year
        ended December 31, 2008.
    
    (2) Free cash flow of $109 in 2009 and ($381) in 2008 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
    Segment Sales & Adjusted EBITDA (Unaudited)
    For the Three Months Ended December 31, 2009 and 2008
    
                                     Three Months Ended
                                        December 31,
                                        ------------
    SALES                            2009          2008
                                     ----          ----
      Light Vehicle Driveline        $595          $508
      Sealing                         158           134
      Thermal                          53            42
      Structures                      189           159
      Commercial Vehicle              288           321
      Off-Highway                     210           358
      Other                                          (1)
                                     ----          ----
      Total Sales                  $1,493        $1,521
                                   ======        ======
    
    Adjusted EBITDA
      Light Vehicle Driveline         $52          $(17)
      Sealing                          10            (6)
      Thermal                           5            (1)
      Structures                       15            (8)
      Commercial Vehicle               28             3
      Off-Highway                      11            10
                                     ----          ----
    Segment EBITDA                    121           (19)
      Shared services and
       administrative                  (7)           (7)
      Other income, net                 3            30
      Foreign exchange not in
       segments                        (2)
                                      ---           ---
    Adjusted EBITDA                  $115            $4
                                     ====           ===
    
    
    
    DANA HOLDING CORPORATION
    Segment Sales and Adjusted EBITDA
    For the Years Ended December 31, 2009 and 2008
    
                                                                         
                                                       Dana       Prior Dana
                                                   Eleven Months  One Month
                            Dana    Combined(1)        Ended        Ended
                          Year Ended December 31,   December 31,  January 31,
    SALES                   2009        2008           2008         2008
                            ----        ----           ----         ----
      Light Vehicle
       Driveline          $2,021       $2,884         $2,603         $281
      Sealing                535          705            641           64
      Thermal                179          259            231           28
      Structures             592          876            786           90
      Commercial Vehicle   1,051        1,572          1,442          130
      Off-Highway            850        1,794          1,637          157
      Other                                 5              4            1
                             ---          ---            ---          ---
      Total Sales         $5,228       $8,095         $7,344         $751
                          ======       ======         ======         ====
    
     Adjusted EBITDA
      Light Vehicle
       Driveline            $131          $89            $79          $10
      Sealing                 21           50             44            6
      Thermal                  8            6              3            3
      Structures              35           41             37            4
      Commercial Vehicle      81           56             50            6
      Off-Highway             38          116            102           14
                             ---          ---            ---          ---
    Segment EBITDA           314          358            315           43
      Shared services and
       administrative        (22)         (26)           (23)          (3)
      Other income
       (expense), net         33           20             22           (2)
      Foreign exchange
       not in segments         1           (3)            (3)
                             ---          ---            ---          ---
    Adjusted EBITDA         $326         $349           $311          $38
                            ====         ====           ====          ===
    
    
    (1)  See "Non-GAAP Measures" in body of press release for comments
         regarding the presentation of combined information for the year
         ended December 31, 2008.
    
    
    
    DANA HOLDING CORPORATION
    Reconciliation of Segment and Adjusted EBITDA to Loss
    from Continuing Operations Before Income Taxes
    For the Three Months Ended December 31, 2009 and 2008
    
                                                    Three Months Ended
                                                       December 31,
                                                       ------------
                                                    2009          2008
                                                    ----          ----
    Segment EBITDA                                  $121          $(19)
      Shared services and administrative              (7)           (7)
      Other income, net                                3            30
      Foreign exchange not in segments                (2)
                                                     ---           ---
    Adjusted EBITDA                                  115             4
      Depreciation                                   (80)          (75)
      Amortization                                   (22)          (21)
      Restructuring                                  (25)          (53)
      Impairment                                    (150)            7
      Reorganization items, net                                     (3)
      Loss on extinguishment of debt                               (10)
      Strategic transaction expenses                 (12)           (3)
      Loss on sale of assets, net                     (6)           (3)
      Stock compensation expense                      (6)           (2)
      Foreign exchange on intercompany loans and
       market value adjustments on forwards           (5)           (7)
      Interest expense                               (31)          (43)
      Interest income                                  6            12
                                                     ---           ---
      Loss from continuing operations
       before income taxes                         $(216)        $(197)
                                                   =====         =====
    
    
    
    DANA HOLDING CORPORATION
    Reconciliation of Segment and Adjusted EBITDA to Income (Loss)
    from Continuing Operations Before Income Taxes
    For the Years Ended December 31, 2009 and 2008
    
                                                       Dana        Prior Dana
                                                   Eleven Months   One Month
                             Dana    Combined (1)      Ended         Ended
                           Year Ended December 31,  December 31,   January 31,
                              2009       2008          2008           2008
                              ----       ----          ----           ----
    Segment EBITDA            $314       $358          $315            $43
      Shared services
       and administrative      (22)       (26)          (23)            (3)
      Other income
       (expense), net           33         20            22             (2)
      Foreign exchange
       not in segments           1         (3)           (3)
                               ---        ---           ---            ---
    Adjusted EBITDA            326        349           311             38
      Depreciation            (311)      (292)         (269)           (23)
      Amortization             (86)      (130)         (130)
      Restructuring           (118)      (126)         (114)           (12)
      DCC EBIT                             (2)           (2)
      Impairment              (156)      (183)         (183)
      Reorganization
       items, net                2       (123)          (25)           (98)
      Gain (loss) on
       extinguishment
       of debt                  35        (10)          (10)
      Strategic
       transaction
       expenses                (16)       (10)          (10)
      Loss on sale of
       assets, net              (8)       (10)          (10)
      Stock
       compensation
       expense                 (13)        (6)           (6)
      Foreign exchange
       on intercompany
       loans and market
       value adjustments
       on forwards               6         (3)           (7)             4
      Interest expense        (139)      (150)         (142)            (8)
      Interest income           24         52            48              4
      Fresh start
       accounting
       adjustments                      1,009                        1,009
                             -----      -----         -----          -----
      Income (loss)
       from continuing
       operations before
       income taxes          $(454)      $365         $(549)          $914
                             =====       ====         =====           ====
    
     Net cash flows
      provided by (used
      in) operating
      activities              $208    $(1,019)        $(897)         $(122)
     Bankruptcy
      emergence
      payments                            888           833             55
     Purchases of
      property, plant
      and equipment            (99)      (250)         (234)           (16)
                               ---       ----          ----            ---
     Free cash flow           $109      $(381)        $(298)          $(83)
                              ====      =====         =====           ====
    
    
    (1) See "Non-GAAP Measures" in body of press release for comments
        regarding the presentation of combined information for the year
        ended December 31, 2008.

SOURCE Dana Holding Corporation