Roger J. Wood - President and CEO William G. Quigley - EVP and CFO Mark E. Wallace - EVP, President of Light Vehicle Driveline Technologies Craig Barber - Director of IR.

Colin Langan - UBS Investment Bank Patrick Archambault - Goldman Sachs Group Inc. Brian Johnson - Barclays Capital Ryan Brinkman - JP Morgan Chase & Co Joseph Spak - RBC Capital Markets Brett Hoselton - KeyBanc Capital Markets Inc. John Lovallo - BofA Merrill Lynch Brian Sponheimer - Gabelli & Company, Inc. Patrick Nolan - Deutsche Bank.

Good morning, and welcome to Dana Holding Corporation's First Quarter 2014 Financial Webcast and Conference Call. My name is Brent, and I will be your conference facilitator. Please be advised that our meeting today, both the speakers’ remarks and Q&A session, will be recorded for replay purposes.

There will be a question-and-answer period, after the speakers’ remarks and we will take questions from the telephone only. (Operator Instructions) At this time, I’d like to begin the presentation by turning the call over to Dana's Director of Investor Relations, Craig Barber. Please go ahead, Mr. Barber..

Thanks, Brent. And thank you all for joining us today for Dana’s first quarter 2014 earnings review. Presenting this morning will be Roger Wood, President and Chief Executive Officer; Bill Quigley, Executive Vice President and Chief Financial Officer; and Mark Wallace, Executive Vice President and Group President of On-Highway Driveline Technologies.

Copies of our press release and presentation have been posted on Dana's investor website. Today's call is being recorded, and the supporting materials are property of Dana Holding Corporation. They may not be recorded, copied or rebroadcast without our written consent. Today's call will include a Q&A session.

In order to allow as many questions as possible, please keep your questions brief. Today’s presentation includes some forward-looking statements about our expectations for Dana's future performance. Actual results could differ from those suggested by our comments here.

Additional information about the factors that could affect our future results are summarized in our Safe Harbor statement. These risk factors are also detailed in our public filings, including our annual, quarterly, and current reports with the SEC. I’ll now turn the call over to Roger Wood..

Thank you, Craig, and good morning, everyone. The first quarter of 2014 is off to a pretty good start with most of our businesses right where we expected them to be. For the first quarter we recorded sales of above $1.7 billion, while net income for the quarter was $34 million and diluted adjusted earnings per share were $0.32.

These results include the $17 million charge that we took at the end of the quarter to re-measure the financial statements of our Venezuelan operations at a higher currency rate. Bill will talk more about this in a little bit. We improved our adjusted EBITDA margin by 40 basis points over the first quarter last year to 9.8%.

Again, this improved performance includes the Venezuela devaluation. So operationally the businesses performed very well and without that charge, we’d be talking about a 10.8% margin this morning. We continue to execute on our $1 billion share repurchase program.

Since we began a repurchase program in late 2012, we’ve returned $893 million to our shareholders and we will continue to execute on our remaining authorization. This quarter we participated in several industry events.

Key among these were CONEXPO focused on North American off-highway vehicles and Mid-America Trucking Show focused on the North American commercial vehicles. Both of these events were great opportunities for me and our executive team to speak directly to industry leaders and key customers.

So turning to Slide 5, I’ll highlight some of the key takeaways from these events and meetings. The CONEXPO show for the global construction industry set records for exhibit space and the number of exhibitors. And the 130,000 visitors represented the second highest attendance ever.

This activity reflected recent report showing an upswing in the confidence of the construction market, especially in North America. Equipment that leverages advanced technologies will support the growth and construction activity.

As buyers look for more powerful machines that deliver increased productivity, reduced downtime and improved fuel efficiency. Dana is stepping to these market demands through innovations like the Spicer PowerBoost hydraulic hybrid concepts and the Hydromechanical Variable Transmissions developed through our joint venture with Bosch Rexroth.

Customers were especially interested in the Spicer PowerBoost technology, because it captures kinetic energy otherwise wasted throughout the drivetrain and then uses it to help power the vehicle which can reduce fuel consumption by 20% to 40% compared with the conventional drivetrain concepts.

Meanwhile ongoing test on front-end loaders with Dana Rexroth HVT powersplit systems demonstrate fuel savings in the drivetrain of up to 25% when compared with the same vehicle outfitted with conventional torque loaded transmissions.

This continued globalization of the construction market was also evident at CONEXPO, where about a quarter of all attendees came from outside the United States.

Global demand requires a variety of drivetrain solutions ranging from value driven systems for emerging markets to premium configurations with advanced technologies for the more mature markets. So on Slide 6, the Mid-America Trucking Show, in Louisville, is the largest annual heavy duty trucking event in the world.

Our visit with customers there confirmed that the technology strategy that we embarked on a few years ago is spot on to what the market needs.

Our customers validated for us that fuel economy is paramount, coupled that with our ongoing concerns of driver recruitment, suppressed freight revenues, the ever widening regulations, and also the total cost of ownership.

To meet these needs, Dana has been focused on developing drivetrain solutions that helps standardize the performance of trucks to make the more fuel efficient, more reliable, more productive, and also cost effective over the long-term.

Our Spicer AdvanTEK 40 tandem axle is available now in select ratios, including the industries fastest axle ratio to support engine down speeding initiatives that reduce fuel consumption.

This axle use is a powerful combination of technologies that can enable an engine at highway cruise speed up to 200 RPM lower than alternative powertrain systems, while still reducing weight and increasing axle efficiency.

So the recently launched Spicer EconoTrek 6x2 tandem axle allows the fleets to save 400 pounds over traditional 40,000 pound 6x4 tandem axles, increasing the fuel economy of heavy duty line haul tractors from 2% to 3%.

And we also introduced new heavy duty steer axles and single-reduction, single-drive axles that reduce weight and enable our fleets to optimize productivity, reduce maintenance and improve their profitability. With these new products we’ve been very successful at winning new business over the last few years, including this past quarter.

The new business that’s bolstering our backlog has been driven by our market leading technologies and are focused on the market value drivers. So as we turn to Slide 7, I’ll cover what we see in the markets upfront and close this year.

As we said at the beginning of this year, we expect some incremental growth in our key end markets, but we also expect that currency will remain a significant headwind particularly in South America. We have seen strength in the full frame trucks in North America and expect it to continue for the remainder of the year.

And we're starting to see the expected improvement in commercial vehicle demand. So we had expected higher demand for Class A trucks this year and we built that into our guidance.

There are positive signs that Class A truck production may further accelerate through the remainder of the year, so we’ve taken up our production estimate to 265,000 to 275,000 units this year.

In Europe, a market that mostly impacts our Off-Highway and Power Technologies groups, we expect flat production for Off-Highway equipment compared to last year, and while construction markets in Europe and North America are showing some resilience, there are some signs of weakening in the Ag equipment markets.

But we’re hopeful that the mining markets will return a bit inside of this year, we don’t expect improvement until later in the year at the very earliest. Our Power Technologies Group is benefiting from improved light vehicle OE and aftermarket in Europe and you’ll see that when Bill walks through our results.

In Asia where light vehicle driveline has our largest consolidated sales impact, mostly in India and Thailand, we’re seeing a flat demand.

The auto market in India and Thailand have been stagnant for several quarters and though we expect some improvement in India in the second half, the region will remain a headwind for the year just as we had originally expected.

Moving to South America, you know that the majority of our sales comes from Light Vehicle Driveline and Commercial Vehicle Driveline. We saw fairly stable demand for heavy trucks and buses, principally in Brazil, but we’re cautious on the outlook for the rest of the year.

We are seeing inventories increasing as their exports are falling and we’ve taken down our production estimates for that region. But we expect any decreased volume in Brazil to be offset by the strengthening of the North American market.

As I mentioned, we have seen and we expect to continue to see currency and inflationary pressures play a major role again this year. We have experienced currency movements in Asia, and most recently in South America. At the end of this past quarter, we along with several other companies started using higher exchange rate in Venezuela.

Now Bill will discuss this detail in a moment, but the ongoing currency issues have taken their toll as automotive production is ground to a halt in the country. We have taken action and I think our management teams are doing an outstanding job of mitigating this decline by focusing on the aftermarket and non-automotive applications.

And we continue to work closely with our customers to evaluate alternatives to the current business environment. While Venezuela is not a large part of our business, events there certainly will have an impact this year, but they will not slow down the long-term growth trajectory that we outlined for you in January earlier this year.

Now let me turn it over to Bill, and he will walk us through the financials..

Thanks, Roger, and good morning, everyone. Turning to Slide 9, let's review our first quarter financial results. Our first quarter sales totaled $1.688 billion, $12 million higher than last year, reflecting higher demand in several end markets, which was tempered by currency headwinds.

Adjusted EBITDA for the quarter totaled $165 million compared to $158 million last year, providing a margin of 9.8% or a 40 basis point improvement.

As Roger highlighted in his comments, Dana’s adjusted EBITDA performance in the current quarter included a $17 million devaluation charge for the re-measurement of our Venezuela financial statements driven by the government introduction of multiple currency exchange mechanisms.

On a comparative basis, our first quarter results last year included a $6 million devaluation charge for Venezuela. If you were to exclude these charges, our margin performance would have been 10.8% in the current quarter and the improvement over 2013 would have been about a 100 basis points.

Net income totaled $34 million compared to $42 million a year-ago.

On a comparative basis, the benefits of higher adjusted EBITDA and lower amortization expense were offset by increased interest expense associated with our 2013 capital market activities, higher restructuring expense as we continue to address our Argentina operations, and increased tax expense principally related to several discrete items in both quarters, withholding tax of about $4 million in the current quarter in connection with our foreign repatriation activities and in 2013 a $2 million benefit from their lease valuation allowance for our U.K.

operations. Diluted adjusted EPS of $0.32 compares with $0.28 a year-ago, as the lower diluted share count from execution of our repurchase program more than offset lover adjusted net income. And lastly, free cash flow was the use of $36 million; $8 million lower than last year.

Slide 10 provides a comparison of our consolidated sales and the change by business segment as well as the key drivers of the year-over-year change for the first quarter. North America sales totaled $760 million and represented 45% of sales compared to about 43% a year-ago as demand in the region was higher for both light and commercial vehicles.

Europe represented about 32% of sales at $533 million for the quarter, which is $30 million higher than last year. About half of this increase was due to a stronger euro and the remainder reflecting stronger light vehicle markets. South America sales totaled $209 million or about 12% of sales, lower than last year by $11 million.

Currency movements in Argentina and Brazil were the primary driver lowering sales by about $41 million, offsetting volume increases of about $30 million due to slightly higher commercial vehicle production as well as new business wins.

Asia Pacific sales totaled $186 million, or 11% of total sales, about $45 million lower than a year-ago, reflecting unfavorable currency of about $13 million, principally attributable to the weakness of both Indian and Thai currencies and continued lower demand for both light and commercial vehicles in India and Thailand.

The chart to the bottom left shows the change in sales by business segment, while the chart to the right shows the key drivers of the change. Currency lowered sales by $44 million, mostly impacting our Light and Commercial Vehicle Driveline businesses, with Off-Highway benefiting from a stronger euro.

Volume and mix increased sales by $57 million benefiting all of our business units other than Off-Highway, which was impacted by a lower mining and aftermarket related demand and the effects of the customer new sourcing above mid last year.

Slide 11 provides a comparison of adjusted EBITDA with a year-over-year change by business segment present at the bottom left and the key drivers of the change presented to the right.

Adjusted EBITDA was a $165 million for the quarter, provide a 9.8% margin, $7 million higher than a year-ago, and 40 basis points better, even with the bolivar devaluation that lowered margin by 100 basis points in the quarter.

Volume and mix provided a benefit of $13 million, while transactional currency gains contributed to currency being a net positive of $5 million.

As highlighted, as of March 31st, we re-measured our net assets in Venezuela using the published SICAD rate, which resulted in devaluation charge of $17 million compared to a charge of $6 million in the first quarter of last year and $11 million year-over-year headwind. Slide 12 provides some additional color on Venezuela.

As I'm sure you all know the current business environment in Venezuela remains challenging. Continued social and economic instability has disrupted many consumer markets and the lack of accessible hard currency has made it difficult to import raw material into the country driving automotive production to a virtual standstill.

Even our non-automotive tube mill business is relying on the availability of steel and is often in short supply. These factors have led to a decline in our expected sales to automotive OE customers.

While there has been no official change in the bolivar exchange-rate, the Venezuelan government agency responsible for foreign exchange has indicated that the official exchange rate of 6.3 bolivars per U.S dollar would not be available to all industries through the CADIVI process.

We believe the new SICAD rate, which was 10.7 bolivars to U.S dollar at the end of March, is now the more appropriate rate to use for re-measurement of our Venezuelan operations.

Our guidance issued at the beginning of this year assumed a devaluation in the official rate to 9.5 during the course of the first quarter and would have had an estimated adjusted EBITDA impact of about $12 million. The $70 million charge we took in the first quarter this year was due to higher rate as well as higher net assets.

The SICAD rate relies on an auction process, so further fluctuation of rate and our earnings is possible as we progress the year. Our full-year financial targets include the assumption that OE production will resume early in the second half of the year.

Assuming production does resume, we expect our sales in Venezuela to be about $150 million this year. Higher aftermarket non-automotive sales in the first quarter did provide an offset to the OE environment, yet those sales as well are dependent upon the availability of raw materials.

We are working with our customers on long-term solutions to this very difficult business situation, yet continuing uncertainty surrounding the current environment in Venezuela certainly present a potential challenge to our 2014 financial targets.

Our current guidance assumes a restart to production and we expect to end the year with a $10 million EBITDA loss as we do not expect to recoup the full amount of the devaluation impact this year.

In the event that production does not resume as expected, where we’re unable to obtain raw materials to cost effectively operate the business, the required statutory people costs and other carrying costs we have in the business will reduce our earnings.

We do currently estimate that a scenario with nominal or no automotive aftermarket and non-automotive production during the last nine months of 2014 could further reduce our full-year earnings by as much as $40 million. The next two slides highlight our first quarter results by business unit.

Light Vehicle Driveline sales of $618 million or about even with last year. Currency lowered sales by $27 million and was equally offset by higher volume principally in North America and the United Kingdom. Segment EBITDA was $30 million in the quarter, $11 million lower than a year-ago.

And while the business converted well in additional volume in the quarter, this was offset by both the Venezuela devaluation impact, timing of certain inflation recoveries, and some engineering investment. Excluding the current quarter devaluation, segment EBITDA margin in this business would have been 7.6%.

Commercial Vehicle Driveline sales of $457 million were also about even with last year. Currency lowered sales by $24 million mostly due to the weakening of the Brazilian real. Volume was higher by $23 million, reflecting increased demand in both North America and Brazil. Segment EBITDA was $44 million, $3 million higher than last year.

Transactional currency gains in Argentina and Mexico contributed to a million positive currency benefit compared to the last year or higher volume within segment EBITDA by about $5 million. Performance was a slight headwind, reflecting some pricing and the timing of material and inflationary recoveries as well.

Segment EBITDA margin of 9.6% improved 60 basis points compared with last year. Turning to Slide 14, Off-Highway Driveline first quarter sales totaled $341 million in the quarter, slightly lower than last year. Favorable currency mostly offset the impact of lower volume and mix.

And while Off-Highway experienced higher construction sales compared to last year, lower mining equipment related to aftermarket demand, the impact of an in-sourcing action by a customer were more than offsetting. Off-Highway posted segment EBITDA of $42 million, or a margin of 12.3%, 30 basis points improvement higher than a year-ago.

Net cost efficiencies totaled $3 million, offsetting the margin impact of lower volumes as well. Power Technologies sales, $272 million were higher than a year-ago by $16 million, driven by increased volume in North America and Europe.

Segment EBITDA of $44 million was $8 million higher, reflecting the impact of higher volumes and improved mix along with improved cost performance. Segment EBITDA margin was again strong this quarter at 16.2%, that’s a 210 basis point improvement compared to a year-ago. Turning to Slide 15, I will review free cash flow for the quarter.

Free cash flow for the first quarter of 2014 was a use of $36 million or $8 million better than a year-ago. Highlighting several of the more significant elements, working capital is a use of $110 million compared to a use of $98 million a year-ago, reflecting normal seasonality and higher sales in the current quarter.

Net cash interest was $53 million for the quarter, $25 million higher than last year, reflecting increased interest payments to service the $750 million in senior unsecured notes that we issued during the third quarter of 2013.

This was partially offset in the quarter by the receipt of $40 million, a previously accrued interest income on a note receivable that was sold in the first quarter of 2014. Cash taxes were $27 million, $8 million higher than a year-ago, largely reflecting the timing of estimated tax payments as well as jurisdictional profitability.

Capital spending was $36 million, $7 million higher than last year as we continue to ramp up investment to support new programs. Slide 16 highlights our cash, debt and liquidity positions at the end of the first quarter.

Cash and marketable securities totaled $1.26 billion, while outstanding debt was $1.6 billion, resulting in a net debt position of $340 million at the end of the quarter.

Our liquidity position is highlighted in the right hand side of the slide and stood at $1.54 billion at the end of the quarter, which included $302 million of availability under our U.S credit facility.

As highlighted here as well, we returned 64 million to shareholders during the course of the quarter through our share repurchase program, which is highlighted in the next slide.

In the quarter we repurchased 3.1 million shares in the open market and to date have returned to shareholders 893 million in the form of repurchases and redemptions since inception of our 1 billion share repurchase authorization in late 2012.

During this time, we reduced our total diluted share count by 42 million in shares, including a redemption of our Series A preferred shares. At the end of the quarter we had about a 107 million remaining under our program and we will continue execution at consistent and disciplined manner through the remainder of 2014.

Slide 18 highlights our full-year financial targets for 2014. And as highlighted here, our full-year financial targets remain unchanged from what we presented in February in our year-end report.

Although we now expect to be at the lower end of the range for sales and earnings performance largely attributable to the currency movements and our current expectation for Venezuela, as previously highlighted.

In summary, while we have reviewed the impact of Venezuela at some length during this presentation, it is very important to know that we’re very pleased with our first quarter results and the business is performing well and certainly in line with our expectations.

The Dana team continues to execute our plan with a key focus on providing an increasing value to all of our stakeholders. This concludes our presentation, and we will turn the call over to the operator for any questions. Thank you very much..

(Operator Instructions) Your first question comes from the line of Colin Langan with UBS..

Great. Thanks for taking my question.

Any color on your ability to recoup the bolivar through the year? I mean, of the $17 million, how much do you be able to get back from customers?.

Yes, I think what Colin if you look at the slide that we’ve highlighted here, we’re calling for a loss from an EBITDA perspective, at least in our current assumptions of about $10 million. Obviously the charge was $17 million in the first quarter.

So we do anticipate being able to work with our customers from a recovery perspective, once production starts. And again, our assumption is, in the second half of the year -- early in the second half of the year that we’d be able to work with our customers moving forward.

I think it’s important to note because a year-ago, we had experienced the same situation in the change in the official rate, obviously in the first quarter.

And the Light Vehicle Driveline team did a great job, working with the customer not only from devaluation, but the ongoing impacts of a lower currency given that we import a significant amount of materials into Venezuela for ultimate production and provision to the customers.

So given a volume restart, if you will, we feel pretty confident that we will be able to work through that with the customers, but it is predicated on a volume restart..

And you said on the -- that you were already baking in $12 million headwind associated with it, so it’s about $5 million worse than your guidance anticipated.

Is that right?.

Yes, we had baked in between $12 million to $15 million overall, which included not only Venezuela, but also inflationary impacts in certain countries. But to your point that’s about correct, what we had included in our full-year guidance at the start of the year..

And any color on the off-highway margin? It was very, very strong this quarter.

Is that sustainable and was that helped at all by currency?.

Yes, if you look at -- did you say Off-Highway?.

Highway..

Yes..

If you take a look at Off-Highway, I think two-folds; you’ve got two impacts going on here. I think they’re doing a great job with respect to responding to the volume environment on a year-over-year basis Colin. As you know, obviously mining has had a significant impact on the business.

I think quite frankly, they’re trying to offset even the contribution margins there. And then concurrently they continue on the cost performance front straight up, in material savings, conversion cost, so on and so forth. So I think we’re doing Yeoman’s work. And when that market recovers, which is certainly well from our perspective.

It may not be during the course -- early in the course of 2014, but certainly as we move into 2015, business is well positioned to capitalize upon an increased level of volume..

Is there any help from the exchange rate, because I saw on the walk that overall EBITDA was, ex the bolivar, was actually a positive on FX?.

Well, you’re talking about light vehicle or Off-Highway?.

Just on the overall walk, there seems to be a positive FX impact..

Not in the overall..

In fact, I kind of, I assumed it might be in the Off-Highway (indiscernible)?.

On the overall walk -- yes, let’s touch back on the overall walk. That’s highlighted I think on Slide 11. If you look at a year-over-year, obviously the devaluation impacted EBITDA or just EBITDA by $11 million and highlighted the charge in the first quarter of ’14 and the first quarter of ’13. You’re exactly right.

To the right you will see FX actually was a benefit. We obviously continue to have transactional gains, we operate multiple currencies and what that basically is, is an offset on the $44 million FX down, down what we had in sales.

So we did actually have a benefit largely around transactions and intercompany loans for example that are denominated in different currencies versus functional currency. So we actually did have the benefit in the quarter from a transactional perspective that offset the translational impacts of FX..

Okay, right. Thank you very much..

Question comes from the line of Patrick Archambault with Goldman Sachs..

Hi, Patrick..

Hi. Good morning. Thanks a lot for the call. The -- I just wanted to build a bit on those question, so it sounds like you were implying sort of $12 million to $15 million of negative impact from, I guess, you said is Venezuela and some other things as well.

Your estimate on a net basis is a $10 million headwind, so consistent with that maybe at the low end. And I guess currencies are sort of a tailwind, as of the first quarter and then the guidance for North America has been raised and offset the kind of volume guidance for South America.

So I guess like can you just help me sort of understand, sort of on the margin, the move down towards the bottom end of the range, because there is a lot of moving pieces here. So I’m probably missing some of it..

Yes, Patrick its Bill. Let me try to provide you some clarity. With respect to Venezuela, certainly there is a currency impact. But concurrently when we said $12 million to $15 million that presume that we’d actually have production January 1 from an OE perspective.

So if you think about that $10 million expected EBITDA loss now for the full-year, we’re not going to be in a position to recover the first half some costs that being the cost of our fixed cost charges largely labor.

So you’ve got not only a currency impact, which was in our guidance, but the impact that we did not have in our guidance was the headwind of no OEM production during the first half. So that’s certainly is a headwind to our guidance in February while we’re then bringing down to the lower end of the range with respect to our earnings metrics.

On the top side, we say tailwind on FX, we’re called out, we thought year-over-year would be down about $220 million. We are looking at what the movements not only in South America, but to certain currencies in Asia, that number is more like $240 million, $250 million move down.

So we’re seeing still some currency headwinds compared to guidance, maybe a tailwind moving forward from where we’re at currently, but from a guidance perspective Patrick, the top line was certainly impacted by FX moves early in the first quarter..

Okay.

So it’s just that the recoveries that you’ve got on an EBIT perspective not necessarily going to sort of at the same pace with regarding to Q1?.

Correct..

Okay.

And then, so it sounds like collectively so Venezuela currency and fundamental impact is probably more like 22 to 25?.

Correct..

Okay..

Based on our current assumption.

And Patrick, one other point I’d make here that is I think you’re spot on here is, if you kind of step back not only on our first quarter performance, but the full-year guidance, quite frankly it really is around the position we’re having Venezuela, what’s going on in Venezuela with respect to production, then obviously the fact that without production its very difficult for us to recover not only devaluation impacts, let alone recover some cost, we need to maintain the employee levels that are in the country under government law.

So you’re exactly right. This really is around our position and assumptions on Venezuela. The other businesses are performing quite well..

And then -- okay and then just the last question I have on Venezuela is -- as you go into -- so we think about the cadence, you’re kind of assuming that something that the issues get sorted out and production resumes in the second half, like what is, if things don’t get better kind of what are we -- lastly let me take a step back, so if things remain as they are for the first half in the second quarter, what kind of hit would you be contemplating for Q2, and then I suppose we can sort of figure out what that implies in terms of stuff coming back for the second half..

Yes, we tried to size that. We’re not really providing it by quarter. We tried to size it in our comments that if we had little or no production for the rest of the nine months or the rest of the year if you will, we probably have further upside risk from an earnings perspective of about $40 million that’s not included in our guidance.

So if you think about from a -- just so, I’ll call it fixed cost structure that would be a range of about $4 million to $5 million per month of a fixed cost structure.

So, you can kind of cut back into kind of quarters is if it's a cadence, and the second quarter is going to be light other than if we continue to have some benefits on the aftermarket side, but we have to have availability of raw material mostly steel.

You can kind of see that cadence, I would say largely second half loaded the recovery piece, so there’s going to be some pressures along the second quarter just on how we have an assumption with respect to OEM production commencing..

Okay. So it looks like you would probably be loosing like $12 million in the second quarter just simple math.

And then, so that’s like gets to either $30 million for the year and then you would sort of recoup $20 million of that in the second half would be sort of the base case, I know I am probably actually, because you all saw the currency impact that am not netting, but -- okay but I mean generally speaking sort of $12 million is directionally what you have for Q2 if the status grow is sustained for the balance of the quarter?.

Yes, I would suggest it's probably a little lighter than that without giving you quarterly guidance Patrick because we expect to have some production in the second quarter non-OEM which would be largely around, we have a tube mill operation in Venezuela that’s industrial products and aftermarket products and probably some aftermarket business all over the other location.

So, I think you’re a little heavy there Pat..

Okay. And just shifting gears just quickly to Latin America in general or Brazil specifically, can you just give us like the quarterly color, I mean it sounded like the beginning of the year haven't gotten off to a bad start. I know March was weaker but I think the kind of timing current of all shifted things around.

But as you’re looking kind of forward like you said that you’re seeing inventories build up.

Can you just give us a little color on how the order book is playing out and what's holding people back if it's just macro, if it's phenomenally of what other issues are sort of having you sort of change your outlook?.

Yes, Patrick this is Roger.

As you said it didn’t start off too bad actually in the first quarter of the year, but we’re watching off a lot of factors in every region of the world that we operate in and we do see the inventories climbing a little bit principally because the exports out of Brazil are falling and because of all the other issues that we’re talking about here.

So, it is for that reason that we have tempered slightly our thoughts on what the rest of the year might look like in Brazil because well we don’t think it's going to fall off a cliff at all, we tempered it just because the inventories are rising. We understand why they’re rising. It's the falling of the exports.

And the following of the exports are due to the surrounding countries that we just talked about. So, we don’t see it as a major issue but we got it responsible for us to just kind of temper that down a little bit. And again we believe that, that tempering up a little bit in North America could offset that.

So, we think that they’re going to be marginal..

And if I can certainly just follow-up on that, so it sounds like fundamentally the demand picture within Brazil is not necessarily what's changed as much?.

No, I think principally it's from what we can see it's more about where the product goes outside in Brazil..

Okay, terrific. Thanks a lot guys. I appreciate the color..

Your next question comes from the line of Brian Johnson with Barclays..

Well a few more questions on South America, sorry. I guess first question, couple of questions.

One, both for the Venezuelan impact and for the Brazilian currency, you’ve talked from time-to-time in the past potential accommodations from customers for the currency pressures in Brazil and the inflation there and for the situation in Venezuela, anything there that might help to offset any of these pressures?.

Yes, Brian its Bill. I think with respect to our operations not only in Brazil it's largely Argentina and Venezuela where we have good mechanisms and good discussions with customers with respect to the inflationary pressures in both those countries certainly over time as well as certainly in a volatile currency environment, and not so much in Brazil.

But we do have recovery mechanisms in place working with customers. I think Venezuela is a little different in our current structure or current environment than it was a year ago because in fact you could have dialogue discussion because in fact there was production going on.

Not only are we in the position but many of our OE customers and colleagues are in the same position in Venezuela with respect to no production, so obviously it would be a difficult discussion to have that given that environment.

So, in production environments where you have got highly inflationary countries, the ability to obviously work with customers downstream if you will -- upstream and then downstream certainly presents an opportunity.

Currently as we see it in Venezuela at least for the first half of 2014 we’re probably not going to be in that position given there is not production..

Which gets to my second question, if we – you’ve outlined the EBITDA impact of Venezuela, but if we think of those operations came to an equity income stake, what's the kind of cash that’s going back and forth and then locked up in Venezuela.

So what impact does this EBITDA drag actually therefore have on parenting the cash?.

Yes, in fact Brian there’s no cash moving out of Venezuela. So this has been the discussion we’ve had for almost 14, 15 months as we’ve continued to work through this. The cash obviously, exchange mechanism is controlled by the government.

The cash burn we estimate we tried to highlight on the slide is, with no production its $4.5 million to $5 million a month. But that obviously from a cash perspective Venezuela at a U.S.

dollar equivalent has about $32 million in cash at the end of March, 2014 that’s obviously at the 10.7 exchange rate, so you can kind of do the math on what the burn is and the cash available there. But there -- make no doubt about it Brian, there’s not cash moving out of Venezuela currently..

Okay, so what little cash you could repatriate if and when they ever let it leave the country is being reduced by the burn rate in Venezuela, so it's kind of self contained..

It's made self contained and you’re exactly right, yes..

Which is at some point and not to remind you of kind of where both Dana your former employer been in the past, but at some point can you just put that unit into receivership, I assume your customer -- and maybe customers are even thinking the same thing, and what happens when there is still a burn and there is no cash left in Venezuela?.

Yes, Brian this is Roger. As I had mentioned in my talk and also in previous calls we’re looking at the options to be able to make sure that we’re able to support our customers with the product that they need and do it in a way that doesn’t negatively impact the Dana shareholders.

So, those are kind of the two boundaries of what we’re looking at from optionality and there are opportunities if -- not if, but when the production does start up.

We plan on being in a position with our customers at that point in time to be able to solve that equation, make sure that they are supplied with product and make sure that that supplier product doesn’t negatively impact the Dana shareholders.

So as Bill has articulated quite a bit here, we’re doing everything we possibly can do right now in this environment and then parallel with that and by the way I think our teams are doing a marvelous job with what they have been able to do in the first quarter down there, very, very fast reacting to the changing conditions of what's on the ground.

So they have done a really nice job with that, but parallel to that we're looking out into the future as to when this production restarts and what the business conditions have to be and we’re looking at a number of alternatives for that..

Okay. Thanks..

Our next question comes from the line of Ryan Brinkman with JP Morgan..

Hi, thanks for taking my question..

Hi, Ryan..

Hi. Just one power technologies for example, your margin there it really inflected this quarter and it looks like performance was a big part of that.

So, I guess the question is, is this quarter’s margin rate sustainable or was there maybe something, there maybe some commercial settlements or some other factor in there which might not repeat to the same degree?.

Yes, Ryan, it's Bill I would eco power technologies had a very nice quarter with respect to both absolutes as well as the margin performance from a year-over-year basis and just on absolute basis. And if you take kind of that walk here, we kind of laid out they converted about 26%, 27% of the volume ahead.

They had a very good mix largely coming out of the European operations, waited a bit more of the aftermarket side of the house.

So, I think if that waiting will continue there’s obviously a run rate here that may be sustained, we’re not expecting that because it's obviously some I think choppiness if you will just like the aftermarket orders but in general they have a really sound volume mix converted well on it in the quarter.

We’re still kind of highlighting that range of 15 plus percent for the year that would be embedded in our guidance, our full-year guidance.

And then concurrently on the performance front, nothing really unusual here good material recovery -- and when I say recovery I should say efficiency as well as just base cost efficiencies, so they are off to a good start.

We’re optimistic that as we perceive the year in a rising title just from a production environment perspective in their particular products, they’re going to have a good year..

Ryan, this is Roger. To complement maybe what Bill said there. The group did a fantastic job in the first quarter at converting on the, the slightly increased sales that they had.

And we said for quite some time here over the past couple of years, that as we work in these volatile market -- end markets that we’re serving simultaneously with dealing with those markets we have been methodically improving the base business from a cost structure standpoint and from a being ready standpoint for the markets upturn.

And that’s why we have articulated our optimism as we move forward with not only PTG in this situation but businesses like the Off-Highway business that’s operating that arguably well down from the median of the cycle and still performing very well, that’s the result of the focus that we have had on the business fundamentals if you will and now being excited for when these businesses start to turn up being able to turn those incrementals, and that’s what little bit you’ve seen with PTG.

Whether it's maintainable at that level or not we held what we originally said because there was a good -- a good flavor of aftermarket in there which they do a nice job on, but they also do a nice job on the OE side of the business and so overall they’re performing very strong and we expect them to continue strong in the rest of the year..

Okay, great. That’s all very encouraging. And then maybe just moving over to Off-Highway driveline and you brought it up, I know the end market remains challenging but it does seem that the revenue declines have really moderated quite a bit.

So do you think this is more of a kind of year-over-year compare issue or are you starting to see some end market stabilization if so in what categories and then maybe just sort of update us on, harder for us to get you in the outside, that the latest trends on the mining demand markets which you had earlier called out as a big downside driver, is that starting to improve at all?.

Yes, I think the first part of your question is accurate.

We’ve seen some stabilization in the markets and again I am just -- I got to give applauding to the team that’s in place running that business on a worldwide basis as that market has declined they have done a remarkable job on the operation side of the business to prepare themselves for right now.

So, we have seen relative stabilization even in the mining, it's fairly well stabilized but on a very low level. And so, if we kind of move to talking about mining here for a second we believe that it’s a good market to be in and it’s just not very good right at this moment, it's down pretty low.

It will come back and we’re not expecting it actually to come back this year but we’re optimistic that it will be coming back in the not too distant future but we haven't put it in our plans that it's going to come back earlier. So, we’re cautious on that and we are watching that, but we’re very, very well positioned when that market does come back.

This team is ready for it..

Okay, great. Thanks again. And then just definitely last question, relative to that Yeoman’s work that is being done regarding cost in Off-Highway driveline.

Should we think about these savings as like permanent increases in efficiency and therefore margin or is there maybe some element in there related to maximizing efficiency in the current lower volume environment which couldn’t test it putting some cost back in, say in event of a other market recovery.

Maybe another way of asking question is, can I just model now a normalized incremental margin off of the stronger margins today or do I need to think about maybe modeling a little bit lesser incremental than maybe I otherwise would have?.

No, I think you can certainly model the former.

So if you think about what we’ve highlighted on Off-Highway for this quarter is particular as well, just a straight-up performance line that we highlight here much of that is coming from the work that we’re doing on materials and by default those aren’t -- I would say those are not non-recurring once you get the materials say, the material efficiency be it different materials, lighter materials, less content that’s embedded in your cost base.

So, definitely Ryan I would say its performer not the later..

Okay, great. Thanks for all the color..

Your next question comes from the line of Joe Spak with RBC..

Hi, Joe..

Hi, Joe..

Hi, good morning. Thanks for taking my call. Maybe just I should quickly building off that last question on power technologies. I can appreciate aftermarket being better mix.

Can you remind us maybe the end market exposure within power technologies between light-vehicle, commercial and is there any mix benefit from an end market in that segment as well?.

I would probably give you some end market and including our presenting well I guess way back in the deck Joe is we provided a segment profile. So if you look at power tech obviously from a customer perspective CAT is -- for example CATERPILLAR is a top five customer.

So, not only do they have light vehicle, they also have construction, they’ll have heavy as well. So they’re broadly distributed not only just on light vehicle market but in other markets. So, I think that’s a piece of the puzzle with respect to I would say the buoyancy in the margins that they have seen moving forward.

Also you can see here from a European perspective the business fell 40% or so in Europe, 50% lets say in North America. And as we see any type of pick up in Europe, we’ve got a good foothold there, great operations there, they convert on that volume.

And really we will see part of it to our comments earlier was quite frankly they saw some uptick in Europe capitalizing upon and from an OE perspective as well as capitalizing on some uptick in the aftermarket. So, that kind of had a lot of, the right things moving in the right direction this quarter..

Okay. Maybe moving on to commercial vehicle on South America, I know you talked about some rising inventories in Brazil, and I think you’ve talked down the growth there a little bit, I think versus your prior guidance.

Correct me if I am wrong, but did you actually change your -- all the way in the back your volume outlook and I guess if not why not I mean there’s a couple of other sort of players out today sort of talking on production in South America..

Joe, it's Bill again. If you look at the background on our production volumes that range in South America on medium and heavy truck, we range at 200 to 210. And I think just on our comments with respect to the lower end of the guidance you could trade with probably some of that.

If you’re talking only about South America from a volume perspective would be attributable to the commercial vehicle, but to Roger’s comments as well with respect to the Class 8 side in North America we’re pretty well balanced right now at least from our forecast perspective. Some may say we’re cautious on Class 8.

We have moved it up from 260, 270 -- 265 to 275 but at the same time I think that’s a -- we remain very positive in that market as well. So, all in all it's kind of a balanced approach with respect to closing off our first quarter here with the rest of the year ahead of us..

And it maybe the cautious outlook on the Class 8 side sort of not fully knowing when, the orders have been strong but not knowing when the production will fall whether it be end of this year or maybe early ’15?.

Joe, its Mark Wallace. We are definitely seeing net orders picking up. We’re seeing the backlogs that our OE’s pick up and we’re seeing the actual build rates begin to pick up. So we are definitely seeing the signals in the market space that we’re going to see an upturn.

We’re just yet cautious on what's going to happen in full-year at this stage but we are definitely seeing the trend in the right direction..

Okay.

And maybe this is a little naïve and please correct me if it is, but I mean the fact that you rerouting in Venezuela and obviously a bunch of the large automakers have as well, is that -- should that be interpreted as a sign that production will start up at some point in the coming months and does that what leaves I guess guardedly optimistic that there will be production in the back half of the year?.

Yes, I think that’s one indicator, I think the other indicator is just having some dialogue with customers with respect to production in general. I mean Venezuela has gone through this volatility over the last 30 years -- 20 years lets say. And I think I would say it’s a guarded assumption that we’ll have OE production in the second half.

The rate certainly is one indicator, but I think just over time with discussion that went on with customers, discussions going on with government officials not only in Venezuela but in Brazil. At some point in time this is got to come to some head if you will.

If it's not the third quarter maybe it's the fourth, but we’re pursuing right now it's a commencement in the second quarter..

Okay. Thanks a lot guys..

Third quarter, I am sorry, the second half..

Your next question comes from the line of Brett Hoselton with KeyBanc..

Good morning, gentlemen..

Hi, Brett..

I wanted to start off just talking about the light vehicle driveline margins. If I look over the past three years, they have been kind of in that mid, maybe a little bit upper 9% range -- 9.5%, 9.7% for the full-year. If I look at the first quarter ’13 if I adjust for FX I kind of get around 8.4% adjusted.

And if I adjust for the Venezuelan stuff here this quarter I end up kind of a 6.6% adjusted margins, and so I am kind of wondering two things here. One, why are margins so unusually low here in the first quarter beyond Venezuela there’s obviously something else impacting.

And then secondly, how do I think about margins kind of progressing going forward. It seems like the underlying production here primarily in North America is pretty positive for that segment, but it doesn’t seem as though the margins are necessarily getting the positive benefit of that..

Brett, hi and good morning it's Mark Wallace, just to talk about the margins a little bit relative on the year-over-year basis looking Venezuela, actually if we look at the -- if we just look at the devaluation portion Q1 of ’13 versus Q1 of ’14 are dead even actually.

We do have a little bit of headwind; you look at it taking out all Venezuela to include the volume of about 30 to 40 basis points.

Again we mentioned early that we're investing in engineering to support our backlog that we reported back in January as well as we’re increasing our investments in our new continuously viable planetary transmission technology as well. However we do not expect that to be a headwind.

We expect excluding Venezuela we will see our margin appreciation approximately around 10% this year. So, we do expect the rest of our business will continue to see margin appreciation both from the cost perspective as well as new programs that are coming on at a better margin..

Okay, excellent.

And then, I was hoping to talk just a little bit about the capital deployment and where might you be on in terms of establishing maybe a more official leverage target, I don’t know if you’re expecting to and if so, is there a particular timeframe that you have in mind there?.

Yes, Brett its Bill. Thank god, I couldn’t get off the call without one of these questions. Actually it's a great discussion and it's a great question quite frankly. We continued to refine the capital allocation approach here and obviously you’re starting to see the results in capital structure as we move forward here so.

We had a lot dialogue internally certainly with the board with respect to how to position the company from a leverage perspective, what the appropriate capital structure given that it's a current environment as well as long-term environment.

So Bret we’re not trying to walk around a little bit, but certainly that maybe a place that we go here into the future with respect to more refining in an expectation for the market, with respect to a one, a level of leverage that’s appropriate for the business in the current environment as well as we need to move to go to a leverage number.

So I think it's an excellent question to tell you the truth. We’ll continue to refine that process and that I could just say we’ll progress it during the course 2015. We can’t report a timeframe on that but certainly it is a priority with the company as well as with the board..

Fair enough. Thank you very much gentlemen..

Your next question comes from the line of John Lovallo with Merrill Lynch..

Hi, guys thanks for taking the call..

Hi, John..

I am just going to touch on Venezuela quickly, one quick question here. Bill, as you mentioned the currency fluctuations have been something that’s been around for quite a while.

I mean, I guess the question is, how critical is being in Venezuela to your business, I mean is it necessary in order to supply global platforms or is this something that eventually you guys might be able to move out of and perhaps source some other regions?.

Yes, John, that’s a great question and it relates back to -- this is Roger, sorry. And it relates back to what we have mentioned a little bit earlier. We’re really evaluating all the options and again the goalpost for us is to make sure that our customers can build the vehicles they want to build wherever they want to build them. That’s what we do.

But the other goalpost is to make sure that we can accomplish that objective and make it be a good supply scenario for Dana. And we continue to work with our customers on that, obviously we’re working with them a lot on that right now because of the current situation in Venezuela.

What that means long-term for Venezuela? We’re not quite sure yet but as we said we got a good team in place that’s able to react very fast down there like they did in the first quarter and we have some other business there as well.

So, we don’t yet have the final answer because it hasn’t unfolded down there in terms of knowing exactly what's ultimately going to happen, but we're taking a hard look at all the options that we have again to make sure that we fit those two goalposts that really are driving our decisions..

That’s very helpful.

The next question would be on DDAC if you can maybe give us a little update on how that business is progressing and maybe even how should we be thinking about equity income perhaps throughout the remainder of the year?.

Joe, its Bill. We’re going to file the 10-Q later on this afternoon I believe. And what you’ve seen that we highlight DDAC a bit and we did see an uptick in sales on our first quarter on a year-over-year basis still around obviously potentially Euro 4 implementation mid-year, so that the build has been good.

They posted about $200 million in sales in 2014 first quarter compared to $190 million in 2013. On the equity income front they actually had a good quarter with respect to the current volume. What we’ve got is we got some adjustments that we’re booking because we convert their statements in the U.S. GAAP.

So you have not necessarily seen the full picture on equity income for DDAC.

But if you look at, I think last year we saw a nice progression up, I don’t think -- we're not giving guidance on a particular line item but I think if the market holds in China, I think the second half is probably more of a question on how that unfolds post implementation on EURO 4, but we’re seeing a nice move up with respect to the equity income on the business over the last several years..

Great, that’s helpful. And then a final question Roger, there’s been a lot of talk about light weighting the vehicles, the introduction of aluminum and so forth and I know you guys have introduced aluminum into some of your axles and products.

Is there an opportunity for kind of bringing more lightweight materials into your product and potentially even taking further weight out down the line?.

Absolutely, that’s a huge focus that we have in the business. We have been doing it over the last couple of years in a number of the product technologies that are being worked on right now are focused on doing that.

Not only John in the lightweight materials but also in the design of the overall product if you will in terms of accomplishing the function maybe with less components per unit.

So, the overall objective is taking weight out of the vehicle for fuel economy benefits and as I mentioned in my talk, the discussion that I had with the senior executives that are customers in those two shows that, that is something that they talked about a lot with me in appreciating that we’ve focused on that in the last couple of years and that their engineering teams are really working hard with our engineering teams to get those incorporated.

So it's a huge focus of ours..

Great. Thanks very much guys..

The next question comes from the line of Brian Sponheimer with Gabelli & Company..

Hi, guys good morning. .

Hi, Brian..

So, just a question on the cash flow in the quarter; you guys did a nice job on free cash outflow produced by $8 million but an $8 million increase in CapEx.

What's going on there? Is that just better working capital?.

Yes, if you take a look at Slide 15 Brian we kind of highlight here. Obviously we had an uptick in interest expense given the capital market activities we took on. Working capital is about flat, I mean it's slightly $12 million higher here but obviously sales were up.

I think a piece of the puzzle here blowing this a little bit was we did receive previously accrued interest income about $40 million in the quarter.

We had updated our guidance in February recognizing that we sold a note on to a third party that we had existing on our balance sheet, so that’s doing it a little bit because quarter-over-quarter you would have expected actually a little more of a headwind there given the $750 million in senior unsecured notes that we took out in the third quarter of 2014 or ’13.

But in general I think everyone is having a line. We're making some additional incremental investment from a capital perspective.

We talked about that in our full-year guidance, a range of $210 million to $230 million a lot of that around new program investment as we move forward to support the backlog, but all in all a lot of focus in the cash flow business as we move forward. So we as well believe was good performance..

All right, thank you. And then just looking a little bit deeper at the balance sheet, I noticed that common shares outstanding actually rose in the quarter.

Did you guys see some conversion on the Series B during the quarter?.

Yes, we actually did. And if you think about it, I am not sure if we can disclose -- like $1.7 million conversion..

Okay, so as that number now carries 206 in the balance sheet was 372 at year-end, and anything -- you talked about that capital allocation and capital structure perspective.

Would you be more willing to try and get something done with the shareholders of the B just to get it off the balance sheet?.

Yes, I mean right now we’re at $2.1 million Series B preferred outstanding at the end of the quarter.

I think we always talked to important shareholders, that certainly is part of the capital structure approach that we’ve taken over the last lets say 15 months, so we’re certainly open to it, but certainly as we move forward there is a mandatory conversion process there. There’s been a lot of voluntary conversions in that particular tranche.

So we’re going to listen but I don’t think we’re doing anything out of the ordinary at this point at least..

Okay. Thank you very much..

Your final question comes from the line of Patrick Nolan with Deutsche Bank..

Hi, Pat..

Hi, Pat..

Thanks for taking my question. Just two quick questions last, first just trying to access the risk of this $40 million of risk in Venezuela if it's zero production. Can you give us some help directionally of what you’re assuming in the second half as far as where production rates come back to versus where they were last year.

Is it half of what they were in the second half of 2013; is it something more than that, just so we can get a feel for what the risk is for that $40 million of EBITDA?.

Patrick, its Mark Wallace. We expected to come back in the same rate as it was in the back half. I mean obviously there’s an adjustment on the revenue side for the devaluation portion but we expected about the same production volume as at the back half of 2013..

Okay, that’s helpful.

And just one housekeeping question Bill, the $17 million impact from Venezuela in the quarter, how much of that was the one time hit related to the asset evaluation and how much was the operating impact?.

Yes, actually Patrick all of that $17 million, because we were re-measured at the end of March. The entire $17 million is just the re-measurement charge..

Got it.

So, as we’re walking to kind of to Q1 ’15 it should be a $17 million benefit assuming all is equal, if it’s one time in nature, correct?.

Well it depends as you’re moving -- I mean it's sort of embedded right now, because we’ve got a 10.7 rate. So, yes it's a onetime devaluation charge but your ongoing cost base effectively now is at that rate. But sure, exactly I mean it's a one time devaluation charge Pat, in entirety was $17 million..

Got it, okay. Thanks very much guys. I appreciate taking my questions..

All right. Thank you Patrick.

Okay. Thanks very much. We’ve reached the end of our time and I want to thank all of you for joining the call this morning. Thank you..

Thank you. This concludes today's conference call. You may now disconnect..