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Dana Holding Corporation Reports First-Quarter Results

MAUMEE, Ohio, April 29 -- --  Achieved another strong quarter with adjusted EBITDA of $108 million
      on revenues of $1.5 billion - significantly better than same period
      one year ago
  --  Delivered free cash flow of $34 million, a $238 million increase over
      2009
  --  Improved strong cash position to more than $1 billion
  --  Completed sale of substantially all of Structures business
  --  Announced plans for joint venture with Bosch Rexroth to produce
      advanced drive transmissions for global off-highway market

Dana Holding Corporation today announced its first-quarter 2010 results.

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

First-quarter adjusted EBITDA was $108 million, a significant improvement over $16 million reported for the first three months of 2009. In the first quarter of 2010, Dana narrowed its net loss to $31 million, compared with a net loss of $157 million for the same period one year ago. Sales for the period were $1,508 million, which compares with $1,216 million for the first quarter of 2009.

During the first quarter, total cash improved by $79 million to $1,026 million, and total debt was reduced by $62 million to $941 million. As a consequence, cash exceeded debt by $85 million at March 31, 2010. Total liquidity improved by $133 million from the fourth quarter of 2009 to $1,261 million.

Driven by restructuring efforts, first-quarter margins were significantly improved over 2009, with first-quarter 2010 adjusted EBITDA margin of 7.2 percent, compared with 1.3 percent one year ago. Cost savings of more than $50 million, including reductions in conversion and material costs, contributed substantially to the improvement. In addition, free cash flow of $34 million represented a $238 million increase over the same period one year ago.

"One year ago, we were wrestling with the effects of a global recession and the resulting downturn in our global markets," said Dana President and Chief Executive Officer Jim Sweetnam. "Today, we believe the worst is behind us. And, building upon the hard work and achievements of our global team, we continue to improve our fundamentals and position Dana to create profitable and sustainable market share growth in 2010 and beyond."

Dana Closes on Sale of Majority of Structures Business

On March 8, Dana closed on the sale of the majority of its global Structures business to Metalsa, S.A. de C.V. for an aggregate purchase price of approximately $147 million. The closing completed the sale to Metalsa of Structures operations in the U.S., Brazil, Canada, Australia, and Argentina, and a U.K. joint venture, with the sale of Dana's Structures facility in Venezuela anticipated to conclude later this year.

Dana and Bosch Rexroth Announce Plans for Joint Venture

Earlier this month, Dana and Bosch Rexroth announced plans to form a 50-50 joint venture to co-develop and manufacture advanced drive transmissions for the off-highway market. Benefiting from Dana's expertise in off-highway transmission engineering and manufacturing, and Bosch Rexroth's deep experience in hydraulics and systems, the planned joint venture company is expected to operate in Arco, Italy. Dana and Bosch Rexroth will contribute staff, intellectual property, and capital to the new joint-venture company, which will engineer, manufacture, and market hydro-mechanical variable powersplit transmission systems (HVT) for the global off-highway markets. These advanced transmission systems will be focused on meeting customer needs for improved fuel economy, productivity, emissions, and maneuverability.

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

Dana will discuss its first-quarter results in a conference call at 10:30 a.m. EDT today. Participants may listen to the audio portion of the conference call either through audio streaming online or by telephone. Slide viewing is only available online via a link provided on the Dana Investor Web site. To dial into the conference call, domestic locations should call 1-888-311-4590 (Conference I.D. # 69029601). International locations should call 1-706-758-0054 (Conference I.D. # 69029601). Please ask for the Dana Holding Corporation Financial Webcast and Conference Call. Phone registration will be available beginning at 10 a.m. EDT. An audio recording of the call will be available after 5 p.m. To access this recording, please dial 1-800-642-1687 (U.S. or Canada) or 1-706-645-9291 (international) and enter Conference I.D. # 69029601. 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

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

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

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 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 21,000 people in 26 countries and reported 2009 sales of $5.2 billion. For more information, please visit: www.dana.com.

                                               Three Months Ended
                                                   March 31,
                                                   ---------
                                               2010          2009
                                               ----          ----
   Net sales                                 $1,508        $1,216
   Costs and expenses
       Cost of sales                          1,368         1,228
       Selling, general and administrative
        expenses                                102            80
       Amortization of intangibles               15            17
       Restructuring charges, net                19            50
       Other income (expense), net              (13)           29
                                                ---           ---
   Loss before interest, reorganization
       items and income taxes                    (9)         (130)
   Interest expense                              26            35
   Reorganization items                                         1
                                                              ---
   Loss before income taxes                     (35)         (166)
   Income tax benefit                             3             9
   Equity in earnings of affiliates               2            (3)
                                                ---           ---
   Net loss                                     (30)         (160)
       Less: Noncontrolling interests net
        income (loss)                             1            (3)
                                                ---           ---
   Net loss attributable to the parent
    company                                     (31)         (157)
   Preferred stock dividend requirements          8             8
                                                ---           ---
   Net loss available to common
    stockholders                               $(39)        $(165)
                                               ====         =====

   Net loss per share available to
       parent company stockholders:
      Basic                                  $(0.28)       $(1.64)
      Diluted                                $(0.28)       $(1.64)
   Average common shares outstanding
      Basic                                     140           100
      Diluted                                   140           100

  DANA HOLDING CORPORATION
  Consolidated Balance Sheet (Unaudited)
  As of March 31, 2010 and December 31, 2009
  (In millions except share and per share amounts)

                                               March          December
                                                31,                31,
   Assets                                        2010             2009
                                                 ----             ----
   Current assets
   Cash and cash equivalents                   $1,026             $947
   Accounts receivable
     Trade, less allowance for doubtful
      accounts
        of $15 in 2010 and $18 in 2009            843              728
     Other                                        155              141
   Inventories
     Raw materials                                281              300
     Work in process and finished goods           335              308
   Other current assets                            62               59
   Current assets held for sale                     8               99
                                                  ---              ---
       Total current assets                     2,710            2,582
   Goodwill                                       105              111
   Intangibles                                    410              438
   Investments and other assets                   238              233
   Investments in affiliates                      113              112
   Property, plant and equipment, net           1,411            1,484
   Noncurrent assets held for sale                  3              104
                                                  ---              ---
       Total assets                            $4,990           $5,064
                                               ======           ======

   Liabilities and equity
   Current liabilities
   Notes payable, including current portion
    of long-term debt                             $43              $34
   Accounts payable                               716              601
   Accrued payroll and employee benefits          111              103
   Accrued restructuring costs                     27               29
   Taxes on income                                 45               40
   Other accrued liabilities                      291              270
   Current liabilities held for sale                3               79
                                                  ---              ---
       Total current liabilities                1,236            1,156
   Long-term debt                                 898              969
   Deferred employee benefits and other
    noncurrent liabilities                      1,133            1,160
   Commitments and contingencies

       Total liabilities                        3,267            3,285
   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, $.01 par value,
      450,000,000 authorized,
       139,934,442 issued and outstanding           1                1
     Additional paid-in capital                 2,583            2,580
     Accumulated deficit                       (1,208)          (1,169)
     Treasury stock, at cost                       (1)
     Accumulated other comprehensive loss        (524)            (504)
                                                 ----             ----
       Total parent company stockholders'
        equity                                  1,622            1,679
   Noncontrolling interests                       101              100
                                                  ---              ---
       Total equity                             1,723            1,779
                                                -----            -----
       Total liabilities and equity            $4,990           $5,064
                                               ======           ======

  DANA HOLDING CORPORATION
  Consolidated Statement of Cash Flows (Unaudited)
  For the Three Months Ended March 31,  2010 and 2009
  (In millions)

                                                    Three Months Ended
                                                         March 31,
                                                         ---------
                                                     2010         2009
                                                     ----         ----
   Cash flows - operating activities
   Net loss                                          $(30)       $(160)
   Depreciation                                        62           73
   Amortization of intangibles                         19           21
   Amortization of deferred financing charges and
    original issue discount                             8            7
   Loss on sale of business                             5
   Loss on extinguishment of debt                       4
   Deferred income taxes                              (11)         (13)
   Pension expense in excess of (less than)
    contributions                                       5           (1)
   Change in working capital                          (21)        (112)
   Other, net                                           4           11
   Net cash flows provided by (used in) operating
    activities (1)                                     45         (174)

   Cash flows - investing activities
   Purchases of property, plant and equipment (1)     (11)         (30)
   Proceeds from sale of businesses and assets        113
   Other                                                1
   Net cash flows provided by (used in) investing
    activities                                        103          (30)

   Cash flows - financing activities
   Net change in short-term debt                        9          (24)
   Advance received on corporate facility sale                      11
   Proceeds from long-term debt                         1
   Repayment of long-term debt                        (78)          (3)
   Dividends paid to noncontrolling interests          (1)
   Other                                               (1)           2
   Net cash flows used in financing activities        (70)         (14)
                                                      ---          ---

   Net increase (decrease) in cash and cash
    equivalents                                        78         (218)
   Cash and cash equivalents - beginning of period    947          777
   Effect of exchange rate changes on cash
    balances                                            1          (10)
   Cash and cash equivalents - end of period       $1,026         $549
                                                   ======         ====

  (1)  Free cash flow of $34 in 2010 and ($204) in 2009 is the sum of
  net cash provided by (used in) operating activities reduced by the
  purchases of property, plant and equipment.

  DANA HOLDING CORPORATION
  Segment Sales and Adjusted EBITDA (Unaudited)
  For the Three Months Ended March 31, 2010 and 2009
  (In millions)

                                       Three Months Ended
                                            March 31,
                                            ---------
  Sales                                2010           2009
                                       ----           ----
    Light Vehicle Driveline            $577           $417
     Power Technologies                 228            156
    Commercial Vehicle                  302            264
    Off-Highway                         257            262
    Structures                          144            117
    Total Sales                      $1,508         $1,216
                                     ======         ======

  Adjusted EBITDA
    Light Vehicle Driveline             $44            $(8)
     Power Technologies                  27             (1)
    Commercial Vehicle                   22              6
    Off-Highway                          21             11
    Structures                           11              9
  Segment EBITDA                        125             17
    Shared services and
     administrative                      (5)            (5)
    Other income, net                    (6)            (1)
    Foreign exchange not in
     segments                            (6)             5
  Adjusted EBITDA                      $108            $16
                                       ====            ===

  DANA HOLDING CORPORATION
  Reconciliation of Segment and Adjusted EBITDA to
  Loss Before Income Taxes (Unaudited)
  For the Three Months Ended March 31, 2010 and 2009
  (In millions)

                                                       Three Months
                                                           Ended
                                                        March 31,
                                                        ---------
                                                    2010         2009
                                                    ----         ----
   Segment EBITDA                                   $125          $17
     Shared services and administrative               (5)          (5)
     Other income, net                                (6)          (1)
     Foreign exchange not in segments                 (6)           5
   Adjusted EBITDA                                   108           16
     Depreciation                                    (62)         (73)
     Amortization                                    (19)         (21)
     Restructuring                                   (19)         (50)
     Reorganization items, net                                     (1)
     Loss on extinguishment of debt                   (4)
     Loss on sale of assets, net                      (5)          (1)
     Stock compensation expense                       (2)          (2)
     Foreign exchange on intercompany loans,
      Venezuelan                                     (12)          (5)
       currency devaluation and market value
        adjustments on
       forwards
     Interest expense                                (26)         (35)
     Interest income                                   6            6
   Loss before income taxes                         $(35)       $(166)
                                                    ====        =====
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