8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 14, 2014

Dana Holding Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-1063	26-1531856
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

3939 Technology Drive, Maumee, Ohio 43537

(Address of principal executive offices) (Zip Code)

(419) 887-3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

Dana Holding Corporation (“Dana”) previously announced that its President and Chief Executive Officer, Roger Wood, and Executive Vice President and Chief Financial Officer, Bill Quigley, will participate in the Deutsche Bank Global Auto Industry Conference in Detroit, Michigan, on January 14, 2014. They will provide a brief overview of the company and answer questions for approximately 40 minutes, beginning at 12:05 p.m. EST. and talk about Dana’s recent financial performance, as well as current and future plans.

Information on accessing a live webcast will be posted to Dana’s Investor website (www.dana.com/investors) prior to the event. In addition, the audio replay will be available the next business day via the Dana Investor website. A copy of the presentation slides, which will be discussed at the conference, is attached hereto as Exhibit 99.1.

The information in this report (including Exhibits 99.1 hereto) is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following item is furnished with this report.

Exhibit No.	Description
99.1	Deutsche Bank Global Auto Industry Conference Presentation Slides

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DANA HOLDING CORPORATION
Date: January 14, 2014	By:	/s/ Marc S. Levin
	Name:	Marc S. Levin
	Title:	Senior Vice President, General Counsel and Secretary

3

Exhibit Index

Exhibit No.	Description
99.1	Deutsche Bank Global Auto Industry Conference Presentation Slides

4

EX-99.1

Honesty & Integrity

Good Corporate Citizen

Open Communication

Continuous Improvement

Honesty & Integrity

Good Corporate Citizen

Open Communication

Continuous Improvement

Deutsche Bank

2014 Global Auto Industry Conference

January 14, 2014

©

2014 Dana Limited. This presentation contains copyrighted and confidential information of Dana Holding Corporation and/or its subsidiaries. Those having access to this work

may not copy it, use it, or disclose the information contained within it without written authorization of Dana Holding Corporation. Unauthorized use may result in prosecution.

Exhibit 99.1

©

Dana 2014

Safe Harbor Statement

Certain statements and projections contained in this presentation are, by their nature,

forward-looking within the meaning of the Private Securities Litigation Reform Act of

1995.  These forward-looking statements are based on our current expectations,

estimates and projections about our industry and business, management’s beliefs,

and certain assumptions made by us, all of which are subject to change.  Forward-

looking statements can often be identified by words such as “anticipates,” “expects,”

“intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,”

“would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations

or negatives of these words.  These forward-looking statements are not guarantees of

future results and are subject to risks, uncertainties and assumptions that could cause

our actual results to differ materially and adversely from those expressed in any

forward-looking statement.  Dana’s Annual Report on Form 10-K, subsequent

Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other

Securities and Exchange Commission filings discuss important risk factors that could

affect our business, results of operations and financial condition.  The forward-looking

statements in this presentation speak only as of this date. Dana does not undertake

any obligation to revise or update publicly any forward-looking statement for any

reason.

©

Dana 2014

Dana Snapshot

3

Founded in 1904

Facilities in 26 countries

Serving customers in 125 countries

2013 preliminary sales ~$6.77 billion

Adjusted EBITDA margin ~11.0%

Dana is the global

technology

leader

in efficient

power

conveyance and

energy

management

solutions

that

enable our

customers

to achieve

their

sustainability

objectives

©

Dana 2014

Applying Dana’s Expertise

4

End Markets

Business

Segments

Competencies

And

Technologies

Light Vehicle

Driveline

Commercial Vehicle

Driveline

Off-Highway

Driveline

Power

Technologies

©

Dana 2014

2013 Summary

Continued building solid base for growth with new product introductions

and investment in engineering and technology

Opened two new technical centers in Asia

Spicer

®

Driveshafts are featured on the Dodge Ram 1500, Motor Trend’s

2014 Truck of the Year

Dana again has products on six of Ward’s Magazine 10 best engines

Dana’s AdvanTek

®

40 commercial vehicle axle nominated for PACE award

Record Adjusted EBITDA margin of 11.0%

Continued execution despite lower than expected end-market demand

5 

consecutive year of margin growth

Record Free Cash Flow

$365 million

U.S. pensions ~90% funded

Significant

shareholder

return

-

$829

million

in

share

repurchases

and

redemptions

$49 million returned to shareholders in Q4 2013

5

th

©

Dana 2014

2013 Preliminary Sales Breakdown

Consolidated sales only

6

Business Unit and Customer

MARKET

REGION

Product Technologies Fueling Growth

7

2014

Spicer

®

AdvanTEK

®

40

Tandem Drive Axle

Spicer

®

Model 300

Axle

Spicer

®

318

Transmission

Lightweight Beam

Steer Axle

2020

Spicer®

Power

Boost™

Long®

EREV2

Battery Cooling

Spicer

®

Modular

Ag. Axle

VariGlide CVP

Lightweight Cam

Cover

Spicer

®

AdvanTEK

®

Axle

Long

®

Active

Warm-up Unit

Spicer

®

Diamond™

Series Driveshaft

Electric Vehicle

Gearbox

Spicer

®

Dual Range

Disconnect

Hydro-mechanical Variable

Powersplit Transmission System

Spicer

®

All-Wheel

Drive Unit

2016

Key Products for

Future Growth

Key Products for

Near-Term Growth

Financial Highlights

8

©

Dana 2014

2013 Preliminary Financial Results

See appendix for comments regarding the presentation of non-GAAP measures

2013 Guidance

Preliminary

Results

Sales

~$6.7 B

$6.77 B

Adjusted EBITDA

~$750 M

$745 M

Margin

~11.1%

11.0%

Capital Spend

~$190 M

$208 M

Free Cash Flow 

$240 –

$260 M

$365 M

Cash and marketable securities

$1.36 B

9

Sales

EBITDA

Margin

LVD

$2.5 B

9.5%

CVD

1.9 B

10.4%

OHD

1.3 B

12.3%

PTG

1.0 B

14.6%

Business Segment

©

Dana 2014

Q2: $62M

Q3: $679M

10

Capital Structure Update

Oct  2012

Dec  2012

Q4: $15M

Mar  2013

Jun  2013

Sep  2013

To Date:

$829M

Utilization:

Share Repurchase Program

Q1: $24M

Share Repurchase

Expanded

to up to $1B

Issued $750M Sr.

Unsecured Notes

Redeemed Series A

Preferred Stock

Debt Actions

Share Repurchase Summary

Shares Repurchased*

39 M

2013 Weighted Avg. Adj. Diluted Shares

200 M

Series B Pref. Shares Outstanding 12/31

3.8 M

Remaining Authorization

$171 M

Significant Capital Allocation Actions

Refinanced $500M

U.S. ABL Facility

Preliminary Debt / Leverage

Total Debt

$1.62 B

Net Debt 12/31

$258 M

2013 Adjusted EBITDA

$745 M

Net Leverage

0.35 x

*

Including the

redemption of 21 million

shares of as converted

Series A preferred

Q4: $49M

Dec 2013

Completed

$200M ASR

Resumed Open

Market Purchases

Executed $200M

ASR

Announced $250M

Share Repurchase

Program

©

Dana 2014

11

2014

Market

Considerations

–

Dana

Impact

Mostly stable end-market

demand across most regions

Continued currency

headwinds, principally South

America

Developing economies

remain challenging

2014 Market Growth Offset

by Currency 

LVD

CVD

OH

PT

LVD

CVD

OH

PT

LVD

CVD

OH

PT

Continued strength in full

frame light trucks

Improving NA commercial

vehicle demand

Mining market remains

sluggish worldwide

Venezuela, Argentina and India

LVD

CVD

OH

PT

©

Dana 2014

2014 Financial Targets

12

Euro / USD

1.29

USD / MXN

12.50

USD / BRL

2.20

USD / ARP

7.56

USD / INR

60.00

USD / VEF

9.50

Currency Assumptions

US GAAP Rate

29%

Cash Tax Rate

35%

Adjusted EPS Rate

27%

Tax Assumptions

Key Financial Metrics

2014 Targets

Sales

$6.8 –

$6.9 B

Adjusted EBITDA

$760 –

$770 M

Margin

~11.2%

Diluted Adjusted EPS*

$1.82 –

$1.86

Capital Spend

$210 –

$230 M

Free Cash Flow

$235 –

$255 M

Other Cash Flow Items

Depreciation / Amortization

~$180

M / ~$50

M

Cash Taxes

~$130 M

Net Interest

~$110 M

Pension Funding, Net

~$25 M

Cash Restructuring

~$40 M

*Calculated based on fully diluted outstanding shares of 179 million - excludes future impact of the share repurchase program

See appendix for comments regarding the presentation of non-GAAP measures

©

Dana 2014

2014 Sales and Adjusted EBITDA Margin

Business Segments –

2014 Targets

Sales Progression

Adjusted EBITDA Margin Progression

2013

Prelim

$6.77 B

2014

Target

$6.8 B -

$6.9 B-

2014

Target

~11.2%

2013

Prelim

11.0%

Currency

~$(220) M

Market

$220M-$240M-

See appendix for comments regarding the presentation of non-GAAP measures

Light Vehicle Driveline

~$2.7 B

Sales

~10%

Margin

Commercial Vehicle Driveline

~$1.9 B

Sales

~10%

Margin

Off-Highway Driveline

~$1.3 B

Sales

~12%

Margin

Power Technologies

~$1.0 B

Sales

~15%

Margin

13

Vol/Mix

~40 bps

Cost Perf.

~100 bps

Currency &

S.A. Inflation

~(120) bps

Pricing /

Recovery

$90M-$110M-

©

Dana 2014

14

Forward View: Sales Backlog

Three Year Sales Backlog ($ in millions)

LVD

$200

PT

140

CVD

120

OH

100

Total

$560

Business

Segment

Sales backlog representing top-line growth in excess of market demand

Incremental backlog number is additive to prior year sales

Includes:

New sales won over the last few years adjusted for current volume expectations

Net of any lost sales

Excludes:

Replacement business wins

Future currency changes

Future market changes

$60

$290

$560

$230

$270

2014

Increment

2015

Increment

2016

©

Dana 2014

15

2016 Sales and Margin Targets

+$1 Billion in Expected

Sales Growth Fueled by

Sales Backlog and

Market Factors

2016 Adjusted EBITDA

Margin Target Exit Rate

of

13%

-

14%

Reflects:

2016 Sales / Adjusted EBITDA Margin Targets

$6.8 -

$6.9B

~11.2 %

2014E

~ $8 B

13% -

14%

2016T

Sales

Backlog

$500M

Market /

Pricing

See appendix for comments regarding the presentation of non-GAAP measures; Note: Currency rates held constant

Sales backlog at higher

returns based on technology

and capability

Leveraging of existing

capacity and infrastructure

Continued manufacturing

and materials efficiencies

©

Dana 2014

Continued margin expansion

In light of end-market demand

Driven by operating efficiencies, product rationalization, innovation

Strong cash flow generation

Strong balance sheet providing flexibility for continued business

investment and shareholder value initiatives

New business coming on-line in 2015 and 2016

Further driving margin expansion and operating leverage

Pursuing and investing in technology and innovation

16

The Dana Advantage

Honesty & Integrity

Good Corporate Citizen

Open Communication

Continuous Improvement

Honesty & Integrity

Good Corporate Citizen

Open Communication

Continuous Improvement

©

2014 Dana Limited. This presentation contains copyrighted and confidential information of Dana Holding Corporation and/or its subsidiaries. Those having access to this work

may not copy it, use it, or disclose the information contained within it without written authorization of Dana Holding Corporation. Unauthorized use may result in prosecution.

Honesty & Integrity

Good Corporate Citizen

Open Communication

Continuous Improvement

Honesty & Integrity

Good Corporate Citizen

Open Communication

Continuous Improvement

Deutsche Bank

2014 Global  Auto Industry Conference

Appendix Materials

©

2014 Dana Limited. This presentation contains copyrighted and confidential information of Dana Holding Corporation and/or its subsidiaries. Those having access to this work

may not copy it, use it, or disclose the information contained within it without written authorization of Dana Holding Corporation. Unauthorized use may result in prosecution.

©

Dana 2014

Global Vehicle Production

Dana Forecasts

19

SOURCE: IHS Global Insight, ACT, PSR, Dana Estimates

12%

2013

Prelim

2014

Outlook

North America

Light Truck (Full Frame)

3,600

3,550 –

3,650

Light Vehicle Engines

14,350

14,700 –

15,100

Medium Truck (Class 5-7)

195

200 –

210

Heavy Truck (Class 8)

250

260 –

270

Agricultural Equipment

80

75 –

80

Construction/Mining Equipment

150

150 –

155

Europe  (Incl. Eastern Europe)

Light Trucks

7,000

6,900 –

7,100

Light Vehicle Engines

20,800

21,000 –

25,000

Medium/Heavy Truck

400

380 –

390

Agricultural Equipment

245

240 –

250

Construction/Mining Equipment

315

310 –

320

South America

Light Trucks

1,300

1,300 –

1,400

Light Vehicle Engines

3,700

3,800 –

4,000

Medium/Heavy Truck

205

200 –

210

Agricultural Equipment

55

55 –

60

Construction/Mining Equipment

20

18 –

22

Asia Pacific

Light Trucks

20,000

20,000 –

21,000

Light Vehicle Engines

44,500

45,500 –

46,100

Medium/Heavy Truck

1,490

1,500 –

1,600

Agricultural Equipment

800

800 –

850

Construction /Mining Equipment

570

550 –

570

(Units in 000s)

©

Dana 2014

Appendix

Non-GAAP Financial Information

The preceding slides refer to Adjusted EBITDA, which we’ve defined to be earnings from continuing and discontinued

operations before interest, taxes, depreciation, amortization, non-cash equity grant expense, restructuring expense and

other nonrecurring items (gain/loss on debt extinguishment or divestitures, impairment, etc.).  The most significant impact

on Dana’s ongoing results of operations as a result of applying fresh start accounting following our emergence from

bankruptcy was higher depreciation and amortization.  By using adjusted EBITDA, a performance measure which

excludes depreciation and amortization, the comparability of results is enhanced.  Management also believes that

adjusted EBITDA is an important measure since the financial covenants in our debt agreements are based, in part, on

adjusted EBITDA.  Adjusted EBITDA should not be considered a substitute for income (loss) before income taxes, net

income (loss) or other results reported in accordance with GAAP.   Adjusted EBITDA may not be comparable to similarly

titled measures reported by other companies.

Diluted adjusted EPS is a non-GAAP financial measure which we have defined as adjusted net income divided by

adjusted diluted shares.  We define adjusted net income as net income (loss) attributable to the parent company

excluding restructuring expense, amortization expense and nonrecurring items (as used in adjusted EBITDA), net of any

associated income tax effects.  We define adjusted diluted shares as diluted shares as determined in accordance with

GAAP based on adjusted net income.  This measure is considered useful for purposes of providing investors, analysts

and other interested parties with an indicator of ongoing financial performance that provides enhanced comparability to

EPS reported by other companies.  Diluted adjusted EPS is neither intended to represent nor be an alternative measure

to diluted EPS reported under GAAP.

Free cash flow is a non-GAAP financial measure which we have defined as cash provided by (used in) operating activities

excluding any bankruptcy claim-related payments, less purchases of property, plant and equipment.  We believe this

measure is useful to investors in evaluating the operational cash flow of the company inclusive of the spending required to

maintain the operations.  Free cash flow is neither intended to represent nor be an alternative to the measure of net cash

provided by (used in) operating activities reported under GAAP.  Free cash flow may not be comparable to similarly titled

measures reported by other companies.

Please reference the “Non-GAAP financial information” accompanying our quarterly earnings conference call

presentations on our website at www.dana.com/investors for our GAAP results and the reconciliations of these measures,

where used, to the comparable GAAP measures.