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Dana Holding Corporation Reports Strong Second-Quarter Results


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MAUMEE, Ohio, July 29, 2010:  Delivered positive net income of $9 million
  --  Achieved adjusted EBITDA of $154 million on revenues of $1.5 billion
      with adjusted EBITDA margin of 10.1 percent
  --  Attained significant margin improvement with substantial increases in
      all business segments
  --  Generated free cash flow of $137 million, marking fifth consecutive
      positive quarter
  --  Increased net cash position to $120 million
  --  Raised positive free cash flow guidance to more than $100 million in
      2010

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

The company reported quarterly net income of $9 million, compared to break-even net income one year ago. Second-quarter adjusted EBITDA was $154 million, a substantial improvement over the $94 million reported for the same period in 2009, and adjusted EBITDA margin for the quarter improved to 10.1 percent, compared with 7.9 percent one year ago. Sales for the period were $1,526 million, up from $1,190 million for the second quarter last year.

Dana generated free cash flow of $137 million during the second quarter, which compares to $73 million one year ago. This marked the fifth consecutive quarter in which the company achieved positive free cash flow. The company increased its related guidance, indicating that it expects to achieve positive free cash flow of more than $100 million in 2010.

During the second quarter, total cash improved by $33 million from the prior quarter to $1,059 million. Since the end of 2009, total debt has been reduced by $64 million to $939 million at June 30, 2010. The company's net cash position of $120 million at the end of the quarter is an improvement of $176 million from December 31, 2009. Total liquidity improved by $215 million from the end of 2009 to $1,343 million at June 30.

"I am particularly pleased with our progress during the past quarter, as evidenced by the swing to positive net income and achieving positive free cash flow for a fifth consecutive quarter," said Dana President and Chief Executive Officer Jim Sweetnam. "Combined with substantial operating profit improvements and the effects of our continued restructuring efforts, the increase in revenues this quarter enabled us to make further progress in reinforcing our strong cash position.

"Overall, our second-quarter results underscore the consistent improvements that are positioning Dana for profitable growth moving forward," he added.

Six-Month Results
Adjusted EBITDA for the six months ended June 30, 2010, was $262 million, up significantly from $110 million during the period last year. Sales for the first half of 2010 were $3,034 million, which compares with $2,406 million during the same period one year ago. Dana narrowed its first-half 2010 net loss to $22 million, compared with a net loss of $157 million in 2009.

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.

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 driveline products (axles and driveshafts), power technologies (sealing and thermal-management products), and genuine service parts for light and heavy manufacturers. 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 22,000 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 Operations
   (Unaudited)
  For the Three Months Ended June 30,
   2010 and 2009
  -----------------------------------

                                                 Three Months
                                                     Ended
  (In millions except per share amount)            June 30,
                                                   --------
                                              2010          2009
                                              ----          ----
   Net sales                                $1,526        $1,190
   Costs and expenses
       Cost of sales                         1,357         1,123
       Selling, general and administrative
        expenses                                91            64
       Amortization of intangibles              16            18
       Restructuring charges, net               31            29
       Impairment of long-lived assets                         6
       Other income, net                        12            61
                                               ---           ---
   Income before interest, reorganization
       items and income taxes                   43            11
   Interest expense                             20            37
   Reorganization items                                       (3)
                                                             ---
   Income (loss) before income taxes            23           (23)
   Income tax benefit (expense)                (17)           21
   Equity in earnings of affiliates              4            (1)
                                               ---           ---
   Net income (loss)                            10            (3)
       Less: Noncontrolling interests net
        income (loss)                            1            (3)
                                               ---           ---
   Net income attributable to the parent
    company                                      9             -
   Preferred stock dividend requirements         8             8
                                               ---           ---
   Net income (loss) available to common
    stockholders                                $1           $(8)
                                               ===           ===

   Net income (loss) per share available
    to
       parent company stockholders:
      Basic                                     $-        $(0.08)
      Diluted                                   $-        $(0.08)
   Average common shares outstanding
      Basic                                    140           100
      Diluted                                  146           100

  DANA HOLDING CORPORATION
  Consolidated Statement of
   Operations (Unaudited)
  For the Six Months Ended June 30,
   2010 and 2009
  ---------------------------------

                                             Six Months
                                                Ended
  (In millions except per share
   amount)                                        June 30,
                                                 --------
                                              2010         2009
                                              ----         ----
   Net sales                                $3,034       $2,406
   Costs and expenses
       Cost of sales                         2,725        2,351
       Selling, general and
        administrative expenses                193          144
       Amortization of intangibles              31           35
       Restructuring charges, net               50           79
       Impairment of long-lived assets                        6
       Other income (expense), net              (1)          90
                                               ---          ---
   Income (loss) before interest,
    reorganization
       items and income taxes                   34         (119)
   Interest expense                             46           72
   Reorganization items                                      (2)
                                                            ---
   Loss before income taxes                    (12)        (189)
   Income tax benefit (expense)                (14)          30
   Equity in earnings of affiliates              6           (4)
                                               ---          ---
   Net loss                                    (20)        (163)
       Less: Noncontrolling interests net
        income (loss)                            2           (6)
                                               ---          ---
   Net loss attributable to the
    parent company                             (22)        (157)
   Preferred stock dividend
    requirements                                16           16
                                               ---          ---
   Net loss available to common
    stockholders                              $(38)       $(173)
                                              ====        =====

   Net loss per share available to
       parent company stockholders:
      Basic                                 $(0.28)      $(1.72)
      Diluted                               $(0.28)      $(1.72)
   Average common shares outstanding
      Basic                                    140          100
      Diluted                                  140          100

  DANA HOLDING CORPORATION
  Consolidated Balance Sheet (Unaudited)
  As of June 30, 2010 and December 31, 2009
  -----------------------------------------

  (In millions except share and per share amounts)
                                                       June    December
                                                        30,       31,
   Assets                                                2010      2009
                                                         ----      ----
   Current assets
   Cash and cash equivalents                           $1,059      $947
   Accounts receivable
     Trade, less allowance for doubtful accounts
     of $11 in 2010 and $18 in 2009                       860       728
     Other                                                186       141
   Inventories
     Raw materials                                        284       300
     Work in process and finished goods                   331       308
   Other current assets                                    94        59
   Current assets held for sale                             7        99
                                                          ---       ---
       Total current assets                             2,821     2,582
   Goodwill                                                95       111
   Intangibles                                            378       438
   Investments and other assets                           229       233
   Investments in affiliates                              114       112
   Property, plant and equipment, net                   1,315     1,484
   Noncurrent assets held for sale                          2       104
                                                          ---       ---
       Total assets                                    $4,954    $5,064
                                                       ======    ======

   Liabilities and equity
   Current liabilities
   Notes payable, including current portion of
    long-term debt                                        $48       $34
   Accounts payable                                       767       601
   Accrued payroll and employee benefits                  120       103
   Accrued restructuring costs                             39        29
   Taxes on income                                         29        40
   Other accrued liabilities                              288       270
   Current liabilities held for sale                        3        79
                                                          ---       ---
       Total current liabilities                        1,294     1,156
   Long-term debt                                         891       969
   Deferred employee benefits and other noncurrent
    liabilities                                         1,100     1,160
   Commitments and contingencies

       Total liabilities                                3,285     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 shares
      authorized,
       140,441,226 issued and outstanding                   1         1
     Additional paid-in capital                         2,588     2,580
     Accumulated deficit                               (1,207)   (1,169)
     Treasury stock, at cost                               (1)
     Accumulated other comprehensive loss                (581)     (504)
                                                         ----      ----
       Total parent company stockholders' equity        1,571     1,679
   Noncontrolling interests                                98       100
                                                          ---       ---
       Total equity                                     1,669     1,779
                                                        -----     -----
       Total liabilities and equity                    $4,954    $5,064
                                                       ======    ======

  DANA HOLDING CORPORATION
  Consolidated Statement of Cash Flows
   (Unaudited)
  For the Three Months Ended June 30, 2010 and
   2009
  --------------------------------------------

                                                     Three Months
                                                        Ended
  (In millions)                                       June 30,
                                                      --------
                                                   2010      2009
                                                   ----      ----
   Cash flows - operating activities
   Net income (loss)                                $10       $(3)
   Depreciation                                      61        79
   Amortization of intangibles                       19        21
   Amortization of deferred financing charges
    and original issue discount                       5        11
   Reorganization-related tax claim payment (1)     (75)
   Gain on extinguishment of debt                            (40)
   Deferred income taxes                              5      (13)
   Pension expense in excess of (less than)
    contributions                                     4        (4)
   Change in working capital                         54        77
   Other, net                                        (6)     (31)
                                                    ---       ---
   Net cash flows provided by operating
    activities (1)                                   77        97

   Cash flows - investing activities
   Purchases of property, plant and equipment
    (1)                                             (15)     (24)
   Other                                              4         2
                                                    ---       ---
   Net cash flows used in investing activities      (11)     (22)

   Cash flows - financing activities
   Net change in short-term debt                      4      (11)
   Proceeds from long-term debt                                 3
   Repayment of long-term debt                      (10)     (79)
   Dividends paid to preferred stockholders         (16)
   Dividends paid to noncontrolling interests        (4)
   Other                                              5        (5)
   Net cash flows used in financing activities      (21)     (92)
                                                    ---       ---

   Net increase (decrease) in cash and cash
    equivalents                                      45      (17)
   Cash and cash equivalents - beginning of
    period                                        1,026       549
   Effect of exchange rate changes on cash
    balances                                        (12)       21
   Cash and cash equivalents - end of period     $1,059      $553
                                                 ======      ====

  (1)   Free cash flow of $137 in 2010 and $73 in 2009 is the sum of
  net cash provided by
  operating activities (exclusive of reorganization-related claims
  payments) reduced by the
  purchases of property, plant and equipment.

  DANA HOLDING CORPORATION
  Consolidated Statement of Cash Flows (Unaudited)
  For the Six Months Ended June 30, 2010 and 2009
  -----------------------------------------------

                                                          Six Months
                                                             Ended
  (In millions)                                            June 30,
                                                           --------
                                                       2010        2009
                                                       ----        ----
   Cash flows - operating activities
   Net loss                                            $(20)      $(163)
   Depreciation                                         123         152
   Amortization of intangibles                           38          42
   Amortization of deferred financing charges and
    original issue discount                              13          18
   Reorganization-related tax claim payment (1)         (75)
   Loss on sale of business                               5
   Loss (gain) on extinguishment of debt                  4         (40)
   Deferred income taxes                                 (6)        (26)
   Pension expense in excess of (less than)
    contributions                                         9          (5)
   Change in working capital                             33         (35)
   Other, net                                            (2)        (20)
   Net cash flows provided by (used in) operating
    activities (1)                                      122         (77)

   Cash flows - investing activities
   Purchases of property, plant and equipment (1)       (26)        (54)
   Proceeds from sale of businesses                     113
   Other                                                  5           2
   Net cash flows provided by (used in) investing
    activities                                           92         (52)

   Cash flows - financing activities
   Net change in short-term debt                         13         (35)
   Advance received on corporate facility sale                       11
   Proceeds from long-term debt                           1           3
   Repayment of long-term debt                          (88)        (82)
   Dividends paid to preferred stockholders             (16)
   Dividends paid to noncontrolling interests            (5)
   Other                                                  4          (3)
   Net cash flows used in financing activities          (91)       (106)
                                                        ---        ----

   Net increase (decrease) in cash and cash
    equivalents                                         123        (235)
   Cash and cash equivalents - beginning of period      947         777
   Effect of exchange rate changes on cash balances     (11)         11
   Cash and cash equivalents - end of period         $1,059        $553
                                                     ======        ====

  (1)   Free cash flow of $171 in 2010 and ($131) in 2009 is the sum of
  net cash provided by (used in)
  operating activities (exclusive of reorganization-related claims
  payments) reduced by the purchases of
  property, plant and equipment.

  DANA HOLDING CORPORATION
  Segment Sales and Adjusted EBITDA
   (Unaudited)
  For the Three Months Ended June
   30, 2010 and 2009
  -------------------------------

                                      Three Months
  (In millions)                          Ended
                                     June 30,
                                     --------
  SALES                            2010        2009
                                   ----        ----
    Light Vehicle Driveline        $650        $444
    Power Technologies              234         161
    Commercial Vehicle              335         262
    Off-Highway                     287         194
    Structures                       18         129
    Other                             2
    Total Sales                  $1,526      $1,190
                                 ======      ======

  Adjusted EBITDA
    Light Vehicle Driveline         $66         $39
    Power Technologies               35           1
    Commercial Vehicle               37          23
    Off-Highway                      25           5
    Structures                       (3)
  Segment EBITDA                    160          68
    Shared services and
     administrative                  (4)         (5)
    Other income (expense), net      (3)         33
    Foreign exchange not in
     segments                         1          (2)
  Adjusted EBITDA                  $154         $94
                                   ====         ===

  DANA HOLDING CORPORATION
  Segment Sales and Adjusted EBITDA
   (Unaudited)
  For the Six Months Ended June 30,
   2010 and 2009
  ---------------------------------

                                       Six Months
  (In millions)                          Ended
                                     June 30,
                                     --------
  SALES                            2010        2009
                                   ----        ----
    Light Vehicle Driveline      $1,227        $861
    Power Technologies              462         317
    Commercial Vehicle              637         526
    Off-Highway                     544         456
    Structures                      162         246
    Other                             2
    Total Sales                  $3,034      $2,406
                                 ======      ======

  Adjusted EBITDA
    Light Vehicle Driveline        $110         $31
    Power Technologies               62
    Commercial Vehicle               59          29
    Off-Highway                      46          16
    Structures                        8           9
  Segment EBITDA                    285          85
    Shared services and
     administrative                  (9)        (10)
    Other income (expense), net      (9)         32
    Foreign exchange not in
     segments                        (5)          3
  Adjusted EBITDA                  $262        $110
                                   ====        ====

  DANA HOLDING CORPORATION
  Reconciliation of Segment and Adjusted
   EBITDA to
  Income (Loss) Before Income Taxes
   (Unaudited)
  For the Three Months Ended June 30, 2010
   and 2009
  ----------------------------------------

                                                    Three Months
                                                       Ended
  (In millions)                                    June 30,
                                                   --------
                                                 2010       2009
                                                 ----       ----
  Segment EBITDA                                 $160        $68
    Shared services and administrative             (4)        (5)
    Other income (expense), net                    (3)        33
    Foreign exchange not in segments                1         (2)
  Adjusted EBITDA                                 154         94
    Depreciation                                  (61)       (79)
    Amortization                                  (19)       (21)
    Restructuring                                 (31)       (29)
    Impairment                                                (6)
    Reorganization items, net                                  3
    Gain on extinguishment of debt                            40
    Strategic transaction expenses                            (2)
    Loss on sale of assets, net                    (1)
    Stock compensation expense                     (3)        (2)
    Foreign exchange on intercompany loans,
     Venezuelan currency
      devaluation and market value adjustments
       on forwards                                 (3)        10
    Interest expense                              (20)       (37)
    Interest income                                 7          6
   Income (loss) before income taxes              $23       $(23)
                                                  ===       ====

  DANA HOLDING CORPORATION
  Reconciliation of Segment and Adjusted
   EBITDA to
  Loss Before Income Taxes (Unaudited)
  For the Six Months Ended June 30, 2010
   and 2009
  --------------------------------------

                                                Six Months
                                                   Ended
  (In millions)                                  June 30,
                                                 --------
                                              2010        2009
                                              ----        ----
  Segment EBITDA                              $285         $85
    Shared services and administrative          (9)        (10)
    Other income (expense), net                 (9)         32
    Foreign exchange not in segments            (5)          3
  Adjusted EBITDA                              262         110
    Depreciation                              (123)       (152)
    Amortization                               (38)        (42)
    Restructuring                              (50)        (79)
    Impairment                                              (6)
    Reorganization items, net                                2
    Gain (loss) on extinguishment of debt       (4)         40
    Strategic transaction expenses                          (2)
    Loss on sale of businesses and assets,
     net                                        (6)         (1)
    Stock compensation expense                  (5)         (4)
    Foreign exchange on intercompany
     loans, Venezuelan currency
      devaluation and market value
       adjustments on forwards                 (15)          5
    Interest expense                           (46)        (72)
    Interest income                             13          12
    Loss before income taxes                  $(12)      $(189)
                                              ====       =====