Craig Barber - Roger J. Wood - Chief Executive Officer, President, Director, Member of Strategy Board and Member of Series A Nominating Committee William G. Quigley - Chief Financial Officer, Executive Vice President and Member of Strategy Board Mark E.

Wallace - Executive Vice President of Dana, Group President - On-Highway Driveline Technologies and Member of Strategy Board.

Patrick Archambault - Goldman Sachs Group Inc., Research Division Colin Langan - UBS Investment Bank, Research Division John Lovallo - BofA Merrill Lynch, Research Division Patrick Nolan - Deutsche Bank AG, Research Division Brian Sponheimer - G. Research, Inc.

Brian Arthur Johnson - Barclays Capital, Research Division Joseph Spak - RBC Capital Markets, LLC, Research Division Samik Chatterjee - JP Morgan Chase & Co, Research Division.

Good morning, and welcome to Dana Holding Corporation's Second 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 speaker's remarks and Q&A session, will be recorded for replay purposes.

[Operator Instructions] At this time, I would 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 second quarter 2014 earnings review. 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 the property of Dana Holding Corporation and may not be recorded, copied or rebroadcast without our written consent. Today's call will include a Q&A session.

[Operator Instructions] Today's presentation includes some forward-looking statements about our expectation for Dana's future performance. Actual results could differ from those suggested by our comments here. Additional information about the factors that could affect 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.

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. I would now like to turn the call over to Roger Wood..

Thank you, Craig, and good morning, everyone, on this busy earnings day. I'm happy to report it was a very good quarter for Dana. For the second quarter, we recorded sales of about $1.7 billion, while net income for the quarter was $86 million and diluted adjusted earnings per share were $0.58.

We improved our adjusted EBITDA margin by 10 basis points over second quarter last year to 12% as we continue to execute our plan. It was a good quarter for our shareholders as well.

Our share price reached all-time highs and remained above the level that has allowed us to begin the mandatory conversion of our preferred stock into common stock, an action that will simplify our overall capital structure and lead to higher shareholder value.

And we continued our execution on our $1 billion share repurchase program this quarter, repurchasing another 2.2 million shares. Since we began the repurchase program in late 2012, we've returned $942 million to our shareholders, and we continue to execute on our remaining authorization as we review our capital allocation strategy going forward.

In this quarter, I'd like to highlight some of our recent replacement business wins, so turning to Slide 5. Over the past few quarters, we've talked a lot about the cadence of products and technologies that are helping us to win new business. But some of you have asked how we're doing securing our base business as program cycles come up for renewal.

The answer is that we're doing really well. For example, in Light Vehicle Driveline alone, we've secured and been awarded 99% of the replacement business that we've bid on, and it has been awarded. You see some of the major programs on this slide, including the Ford Super Duty platform, where we will continue to supply both axles and driveshafts.

Collectively, these 5 programs include content supplied to facilities in North America, Europe, South America and South Africa.

We believe that our ability to provide outstanding technology solutions that target specific market value drivers for our customers, such as fuel economy, emissions control and total cost of ownership, is key to us winning both new and replacement business with major customers all over the world.

In short, winning replacement business is an important part of our long-term growth strategy, and we're doing quite well in securing that base. Moving to Slide 6. One reason for our success is that we continue to be recognized for superior performance in product quality and customer satisfaction by customers around the world.

During the second quarter, Dana's facility in Sorocaba, Brazil was presented with the Toyota Quality Excellence Performance Award, and our Bogota, Colombia facility was recognized by General Motors as Supplier of the Year in the powertrain and chassis category.

Hino Trucks recognized Dana with its Excellence in Quality Improvement Award for driveshafts, used on a wide variety of Hino medium-duty trucks, as well as Toyota Tundra pickup trucks, assembled in facilities in the U.S. and India.

PSA recognized our Guiscard, France thermal management facility as one of its top 100 suppliers out of some 2,200 suppliers that they have. Our sealing facility in Neu-Ulm, Germany was recognized by PACCAR's DAF unit as a supplier that exceeded PACCAR's expectations of parts at 50 parts per million or less.

And Dana's Robinson, Illinois plant achieved the Bronze Quality Excellence Certification from Caterpillar for the eighth consecutive year. So moving to Slide 7.

As we look at our end markets, what we're seeing is mostly in line with our expectations of stronger North America light vehicle and commercial vehicle markets, being muted by weaker markets in South America and Asia, as well as lower overall demand in global off-highway mining and agricultural equipment markets, while construction equipment demand remains stable.

In North America, we've seen continued strength in full-frame trucks and in commercial vehicle production. We've increased our expectations for North America Class 8 production to a range of 280,000 to 290,000 units.

These gains are being a bit offset in South America, where the commercial vehicle market in Brazil weakened even more than we expected in the second quarter. We saw lower demand in the region for light trucks and off-highway equipment as well.

And while we expect some recovery in the second half, the region will remain a bit of a headwind for the full year. On a positive note, in Venezuela, access to foreign currency is showing signs of easing a bit for the auto industry, and we're more confident now that we'll see at least a partial restart of the OE automotive production in August.

While the business environment in the country is far from sound and there remains uncertainty regarding currency, we're changing the way we do business going forward there to reduce our exposure to the fluctuating currency. This, combined with increased OE demand, gives us more confidence we can achieve our full year targets for this business.

In Europe, we're seeing lower off-highway volume as demand for mining equipment remains depressed and agriculture equipment demand has weakened a bit. The European light vehicle OE market and aftermarket is showing some growth this year, mostly benefiting our Power Technologies group.

In Asia, light vehicle demand in Thailand remains depressed and is a headwind for our Light Vehicle Driveline segment, and we're seeing some stabilization in the Indian commercial vehicle market but at an expected lower level of demand.

So for the remainder of the year, while currency will remain a bit of a headwind, we expect to have some uplift in demand in key regions keeping us on track toward our full year targets. So with that, let me turn it over to Bill, who'll walk us through the financials, and then we can turn it to the Q&A. Thank you..

Great. Thanks, Roger, and good morning, everyone. Our second quarter financial results are highlighted on Slide 9. Our second quarter sales totaled $1.71 billion compared to $1.8 billion last year.

As we will review in further detail, currency headwinds and lower demand, principally in South America and Asia, were the most significant factors driving this comparison. Adjusted EBITDA for the quarter totaled $205 million compared to $215 million last year, providing a margin of 12% or a 10-basis-point improvement.

On a sequential basis, our adjusted EBITDA margin improved from 9.8% from the first quarter this year, representing a 220-basis-point increase. Net income totaled $86 million compared to $92 million a year ago.

On a comparative basis, higher equity income, combined with lower amortization tax expense, partially offset lower adjusted EBITDA and higher net interest expense. Diluted adjusted EPS of $0.58 compared with $0.54 a year ago, as a lower diluted share count from execution of our repurchase program more than offset lower adjusted net income.

Capital spending was $60 million, $18 million higher compared to a year ago as we prepare for program launches yet this year and into next year.

We posted strong free cash flow of $133 million in the quarter, which is actually comparable to 2013 as last year's second quarter benefited from the receipt of about $26 million of prior period interest on a note receivable payment.

As Roger stated, all in all, our second quarter financial performance was very sound, especially in light of persistent challenges on the currency and certain emerging markets fronts. Now let's go into some further detail.

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 second quarter.

North America sales totaled $810 million and represented 47% of sales compared to 44% a year ago as demand in the region was higher for both light and commercial vehicles, a trend we expect to continue through the remainder of the year. Europe represented about 31% of sales at $537 million for the quarter, which is $20 million higher than last year.

A stronger euro and higher light vehicle volumes were partially offset by lower off-highway equipment demand, which was expected and has persisted since the latter part of 2013. South America sales totaled $181 million or 11% of sales, lower than last year by $90 million.

All of our business units were impacted by lower end-market demand in the region, which contributed about $52 million of the comparison, while weakened currencies in Argentina, Brazil and Venezuela provided a further headwind of about $38 million.

Asia Pacific sales totaled $182 million or 11% of total sales, about $30 million lower than late -- last year, reflecting unfavorable currency of about $12 million, principally attributable to the weakness of the Indian and Thai currencies and continued lower demand for both light and commercial vehicles in the region.

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 $28 million, as I mentioned, mostly impacting our Light and Commercial Vehicle Driveline businesses in South America and Asia, with off-highway and Power Technologies benefiting from a stronger euro.

Volume and mix lowered sales by about $76 million in all of our business units other than Power Technologies, which saw improved volume in Europe and to a lesser extent, Asia. As highlighted, South America alone represented almost 70% of the volume and impacts -- of the volume and mix impact in the quarter.

Finally, pricing and recoveries, principally in our Light Vehicle Driveline business, improved sales by about $14 million in the quarter. Now let's move to our adjusted EBITDA performance.

Similar to the sales comparison, Slide 11 provides a comparison of our adjusted EBITDA performance in the second quarter with the year-over-year change by business segment presented at the bottom left and again, the key drivers of the change presented to the right. Adjusted EBITDA was $205 million for the quarter, providing a 12% margin.

While $10 million lower than last year, this was a margin improvement of about 10 basis points. Focusing on the key drivers of the change on the right side. Currency impacts reduced adjusted EBITDA by about $3 million. During the second quarter, however, the Venezuela government approved a portion of Dana's outstanding U.S.

dollar requests at the official exchange rate of VEF 6.3, which resulted in currency gains of $7 million in the current quarter, partially recovering the $17 million devaluation charge we recognized in the first quarter of this year.

You may recall in the second quarter of last year, we recognized similar currency gains of $3 million, which drives a favorable comparison of about $4 million. Lower volume and mix reduced our adjusted EBITDA performance by about $15 million in the quarter, which was partially offset by improved pricing and cost performance of $4 million.

At a high level, Light Vehicle Driveline improved year-over-year by $5 million, while Commercial Vehicle is lower by $14 million, while Off-highway and Power Technologies equaled last year's results. So let's move to Slide 12 to review the performance of our business segments.

Light Vehicle Driveline posted sales of $636 million compared to $673 million last year. Currency lowered sales by about $33 million, while lower volume, mostly in South America and India, further impacted the sales comparison by $17 million, offsetting increased demand in North America, as well as the United Kingdom.

Performance was a benefit to sales of about $13 million, driven principally by pricing and inflation recoveries. Segment EBITDA was $76 million in the quarter, improving by $5 million compared to last year.

While lower volume and mix impacted segment EBITDA by about $4 million, this was offset by $4 million of year-over-year currency gains in Venezuela, which I just highlighted. Finally, cost performance was a net improvement of $5 million in the quarter compared to last year.

Segment EBITDA margin of 11.9% improved 140 basis points compared with last year. Commercial Vehicle Driveline sales of $463 million were $35 million lower than last year. Currency lowered sales by about $8 million, and volume was lower by $29 million, reflecting the slowing demand in Brazil, offset by an improved U.S. market.

Segment EBITDA was $47 million or 10.2% of sales, $14 million or 200 basis points lower than last year. Currency lowered segment EBITDA by about $3 million, while the impact of lower volume and mix was a negative $5 million.

Performance was unfavorable about $6 million in the quarter, reflecting the timing of current year material inflation recoveries and slightly higher operating costs in the quarter. Off-Highway Driveline and Power Technologies are highlighted in Slide 13.

Off-Highway Driveline second quarter sales totaled $335 million in the quarter, $29 million lower than last year.

Favorable currency of $10 million partially offset the impact of lower volume and mix in the quarter, driven by continued and expected softness in mining and ag equipment demand, as well as the impact of in-sourcing action by a customer in the middle of last year.

In spite of end-market demand, Off-highway posted segment EBITDA of $46 million, improving margin performance to 13.7% or 110 basis points higher than a year ago. Net cost efficiencies totaled $9 million, offsetting the margin impact of lower volumes in the quarter.

Power Technology sales of $276 million were higher than a year ago by $11 million, driven by increased volume of $10 million in Europe and to a lesser extent, North America, while positive currency offset the impact of pricing. Segment EBITDA of $39 million in the quarter was equal to the same period last year.

Segment EBITDA margin, while still strong this quarter at 14.1%, was 60 basis points lower compared to a year ago as a result of a specific warranty charge of $4 million in the current period. Slide 14 provides our free cash flow results for the quarter. Dana generated free cash flow of $133 million in the quarter compared to $160 million last year.

As previously noted, our 2013 free cash flow results did benefit from a $26 million receipt of prior period interest from a note receivable payment. Accordingly, our current year results are about even to last year.

As highlighted here, working capital is a benefit of $18 million compared to $22 million a year ago, and cash restructuring was $7 million lower as we continue to wind down previously announced restructuring actions.

Cash taxes were $22 million, $10 million lower than a year ago, largely reflecting the timing of estimated tax payments and jurisdictional profitability. On a year-to-date basis, free cash flow has totaled $97 million, slightly lower than last year. Slide 15 highlights our cash, debt and liquidity positions at the end of the second quarter.

At the end of the quarter, cash and marketable securities totaled $1.34 billion, while outstanding debt was $1.6 billion, resulting in a net debt position of $265 million.

You'll note our liquidity position is highlighted in the right hand of this slide and at the end of June, stood at $1.63 billion, including $309 million of availability under our U.S. credit facility. As highlighted here as well, through the first half of this year, we have returned $113 million to shareholders through our share repurchase program.

On the next slide, I'll highlight changes to our current -- our capital structure.

As Roger noted, on July 2, shares of Dana Holding Corporation finished 20 consecutive days trading about (sic) [between] $22 and $24 a share, which allowed us to trigger the mandatory conversion of all remaining Series B outstanding preferred stock, which, at June 30, stood at about 2 million shares.

We do expect to complete the conversion of these shares by the end of the third quarter. And in the interim period, holders of the security may voluntarily convert as well. Since the end of June, 230,000 preferred shares have voluntarily converted.

I also want to highlight, the conversion of the remaining preferred shares will not impact our diluted adjusted EPS results or guidance as such shares were considered on an as-converted basis. This action further simplifies our capital structure and should drive further shareholder value into the future.

As I mentioned earlier, we also continue to execute on our common share repurchase program, and in the quarter, we repurchased 2.2 million shares in the open market and to date, have returned to shareholders $942 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 44 million shares, including the redemption of our Series A preferred shares. At the end of the quarter, we had $58 million remaining under our program, and we will continue execution in a consistent disciplined manner through the remainder of 2014.

However, needless to say, given the continuing strength of our balance sheet, capital allocation remains a significant focus of both senior management and the board as we move through the rest of this year. Finally, Slide 17 provides our full year financial targets for 2014.

As highlighted, our full year financial targets are in line with what we provided in our first quarter earnings report. We expect full year sales to be about $6.8 billion, providing adjusted EBITDA of about $760 million and a margin of about 11.2%.

We are increasing our expected diluted adjusted EPS guidance to $1.92 to $1.95, primarily due to a lower share count, as well as lower tax expense driven by the mix of our expected jurisdictional profitability. We expect capital spending to be about $230 million for the year, at the high end of our previous guidance range.

And while we have maintained our free cash flow guidance for the year, we do now expect to be at the higher end of that range. And for the remainder of the year, we are working hard to recover from the headwinds in Venezuela.

And as Roger mentioned earlier, as we progressed through the second quarter, the Venezuela outlook improved a bit with some currency recoveries and firmer signals that OE production will commence in the third quarter of this year.

While, certainly, significant risks remain, barring currency developments affecting the exchange rate used for translation purposes in our financial statements, with OE production restarting and some further currency recoveries expected, the path to our second half outlook is a little clearer.

For the second half of the year, we expect sales to be relatively flat when compared to the first half. We expect Light Vehicle Driveline sales to largely be in line with the first half, while we expect some improvement in Commercial Vehicle from increased demand, principally in North America.

On the Off-Highway Driveline front, we do expect continued weakness in end-market demand through the remainder of the year, coupled with normal seasonality in Europe. And finally, we expect Power Technologies to be slightly lower in the second half, driven by normal seasonality as well.

We expect adjusted EBITDA to improve in the second half, mostly in Light Vehicle Driveline and Commercial Vehicle Driveline, as we continue to recover inflation in foreign currency in South America, as well as incremental benefits driven by material and cost performance programs that each business is executing upon.

All in all, it was a very good quarter for Dana, and we are well on track for a solid 2014. This concludes our presentation, and we will now turn the call over to the operator for any questions. Thanks much..

[Operator Instructions] Your first question comes the line of Patrick Archambault with Goldman Sachs..

I missed the first few minutes, so I apologize if some of this was touched on. But maybe a good place to start, I guess, is just Latin America.

Again, apologies if you mentioned it, but can you just give us the lay of the land, kind of in the second half, what your expectations are? I mean -- and maybe bracket with some of the risks for us, not only in terms of the sort of investment freeze that's happening in terms of the election but also, how you see inventory levels at the dealers.

And then would be -- also just on -- while we're on that topic, can you give us a sense of how margins in Latin America compared to the rest? I know there's the SIFCO piece, which is more pass-through, so maybe a little bit less sensitive than other regions to changes in volume..

Yes, sure. Thank you, Patrick. It's Bill. I'll start off here, and then I'll let Mark and Roger, obviously, chime in here a bit. With respect to South America, let's first focus a bit on Brazil. Obviously, we're -- it's very well known. We're seeing, obviously, a demand environment certainly lower than our expectations were at the first quarter.

We certainly had expected demand to be lower in Brazil, but it's currently outpacing our expectation. So as we kind of look through the rest of the year, we do expect some recovery, as we've stated in our comments, in the Brazil commercial truck market.

But on a year-over-year basis, we're looking to be down now about -- on a unit basis, about 13.2% production in South America. So I think as we flow through this -- you're exactly right on the margin front, while we have the SIFCO arrangement, obviously, it's got a different margin profile in general than all of our products.

There certainly is some margin pressure with respect to our entire Brazil operation given that demand environment. I think the other piece of the puzzle is, just briefly, and we'll talk a bit about it, is what we're seeing in Venezuela.

And to our comments, just very briefly, I think, certainly, our assumptions that we had in the first quarter, we're seeing production in the second quarter largely are nonautomotive or aftermarket business. I think we're getting firmer signal with respect to OE restarts later in the third quarter and into the fourth quarter.

And certainly, our Venezuela team has been very diligent in working with the government with respect to settlement of currency. So I think all in all, while there's still a lot of uncertainty with respect to Venezuela, we're moving through it.

And the teams are very diligent in the execution there, and I think it is firming a bit up our second half assumptions, with respect to production..

Okay. And not to beat a dead horse on the Brazil issue, but I guess, if you have, like, down 13% for the year, that does assume that -- and that may be the whole region, not just Brazil, of course.

But that does assume that kind of, in Brazil, there is some activity that bounces back in the second half, right? You don't get a continuation of what we saw in June and presumably, in July?.

Correct. Patrick, it's Mark Wallace. We're definitely expecting to see some pickup in volume in Brazil truck production in the back half versus what we've seen in Q2 specifically..

Okay, okay, no, that's helpful. Great. And I guess, the other kind of major question that I just had is, as per one of your slides, there's -- I can't remember the exact number, but it seems like around $50 million left on the authorization.

I believe that I could be wrong, but that you kind of had sort of given your updates on that around this time last year. So I mean we're awful close to running out of it.

Like, what's the timeframe we should be thinking about for sort of an update on that, I guess?.

Yes. So Patrick, this is Roger. Thanks. We have a -- $58 million is the number that you were referencing in the presentation. And as you know, we've been very, very methodically attacking this issue in terms of how to deploy cash back to the shareholders, and we've been doing it over the past 18 months and nearly $1 billion now.

With $58 million left, we could say it remains very, very topical both at the management level, as Bill said in his presentation, as well as at the board level. We haven't had the second quarter board meeting yet, but our discussions continue on that.

And I would just say that we'll certainly finish the $58 million and that won't end the discussions that we have on it. So more to follow on that in the short-term future..

Your next question comes from the line of Colin Langan with UBS..

I was a little surprised that you have a $700 million (sic) [$7 million] bolivar recovery of the $17 million. It seems like a lot rather quickly.

I mean, is that as you expected? And should you -- should we continue to expect similar levels over the next few quarters?.

Yes. Colin, it's Bill. With respect to that gain of yours, it was a $7 million gain. So basically, the government -- we had pending -- let me back up. We had pending requests for hard currency, obviously, in the former CADIVI process within Venezuela. Under the CENCOEX process, we continue to have those requests.

Our Venezuela team worked very diligently with the government with respect to settling certain of those requests, in fact, at the official rate. We, in fact, had a similar situation in the first -- or the second quarter of last year when the devaluation occurred from VEF 4.3 to VEF 6.3.

So while I think it was opportunistic, we had some expectation of currency recoveries in our numbers, as we talked about in the first quarter of the year. And again, our Venezuela team continues to be very focused on this. They've done a great job in the environment, obviously, that they're operating in. But certainly, some recovery was expected.

Maybe a little pull forward into the second quarter, but we certainly had expected some recoveries given the backlog, if you will, of approval requests we had under the former CADIVI process..

And so these aren't pricing recoveries because I believe you got....

No. These are not pricing -- exactly, these are not pricing recoveries. These are exchanges, if you will, with the Venezuela government at the prior -- or actually, at the official rate of VEF 6.3, not the SICAD rates. So this is a government execution transaction..

And when that goes in -- does that go into the other income, is that why that....

Correct. That's correct, Colin. It's reflected in the other income line. Ultimately, though, as you look at our segment EBITDA, that obviously is reflected in our Light Vehicle Driveline business..

Got it, okay. And then in terms of Venezuela, you obviously just touched on it. But I mean, last quarter, you had that slide looking at -- your guidance was implying about a $10 million hit for the year.

I mean, is that still on track? Is it trending little bit better or worse? And how are you relative to that $40 million worst-case EBITDA?.

Yes, I think the 40 -- so I'll take a shot at your last part of the question first.

Certainly, with the performance, with production in the second quarter in a nonautomotive and aftermarket side of the house and then obviously and expected now, a much firmer view, I think, on OE restarts later in the third quarter than maybe what we expected, but certainly a restart environment.

I think that $40 million EBITDA increment that we had highlighted in the first quarter, from a run rate perspective, is likely not to occur. But there's a lot of significant uncertainty still in Venezuela. So I think, as you kind of move forward, we're still at -- we've tempered down a bit the sales side.

Recall, in the first quarter, we had highlighted about $150 million in sales with a $10 million EBITDA loss. I'd say, operationally, we've tempered the top line down to about $120-or-so million. We did $50 million in the first half in sales, so obviously, an increment, to get to $70 million in the second half, of about $20 million.

But the same kind of operational loss of about $10 million..

Yes. So Colin, this is Roger. Just to build on what Bill was saying.

We felt it prudent -- in the first quarter call, because things were so volatile and unknown at the time, we felt it prudent to kind of be very transparent and let you know both sides of the equation, what we thought could probably happen and if it didn't turn out to happen the way we thought that it would, what could be the implication.

We were very transparent on that, and that was the $40 million that Bill talked about in the first quarter.

But as both Bill and I have reflected here, our team has done a yeoman's work down there in order to do some phenomenal things in changing the business model, staying close to our customers to understand when production would restart, watching the currency and what's happening with the government.

And when you put that all together, it reflects a more positive attitude that we have right now on production actually starting when we thought it was going to start and being able to hold the year to the $10 million that Bill had referenced..

So the $10 million is a full year estimated loss out of Venezuela? Or $10 million in the first half, $10 million in the second half, so $20 million for the year?.

No, no, full year..

It's the full year, Colin..

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

First question is some companies have talked about while off-highway is still pretty challenging in Europe, they're seeing mining beginning to stabilize, albeit off of pretty low levels. And they've also talked about Europe and APAC construction possibly taking kind of lag down recently.

Is that consistent with what you guys are seeing?.

Yes. I think that's -- certainly, on your latter part, that is consistent with respect to the China demand, if you will. With respect to your comments on off-highway, I mean, we have not yet seen really an improving environment. Quite frankly, I think there's still some pressure in there.

But to your point, we have noted some recent comments with respect to maybe some light at the end of the tunnel from a demand perspective in mining in particular..

Okay, that's helpful. And then last quarter, you talked about some risk-mitigating business arrangements that you have in Venezuela, I mean, in terms of importing materials and so forth.

I mean, is there any update you can give us on that?.

Yes, yes. Without mentioning specific customers, I can report positively that we have made the progress that we had anticipated that we were going to make. We've had great discussions with the customers on how to make sure that they have the material they need to build and be able to mitigate that material risk for us.

Those models are now in place and in fact, being executed, which is another point of reference when we show confidence that production will actually begin again because some of those models are actually being executed by our customers right now..

Helpful. And last question is, could you remind is if you guys have any thermal exposure on the current F-150? And if you can comment on the incoming next-gen F-150..

This is Bill again. We do have some content on the Power Tech side in the F-150. And we already have it from a forecast perspective. I mean, I think we've got that already contained where we're at, John, with respect to maybe some extended conversion schedules or shutdown schedules.

So I don't think anything unusual or extraordinary from our perspective..

No, that's correct. It will continue the way it has been in the past..

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

A good job on the margin, considering some of the revenue headwinds you've been facing. First question was for Mark. Mark, can you just -- how are you thinking about how the North American CV outlook plays out, both in '14 and kind of into '15? I mean, we're running above replacement levels now in this to 280,000, 290,000 range.

What's the capacity the industry has as far as without -- if we didn't put additional CapEx as far as industry capacity, could we get to 300,000 next year and then we should be thinking that we kind of start to move back towards trend for the next several years? Just how are you planning that business a bit longer term?.

Yes. Patrick, it's Mark Wallace. Regarding your question, we're already beginning to see some consumption rates much higher than 300,000 today, especially the June consumption rate for commercial vehicle, and we are seeing daily build rates continue to move up into the back half of this year.

And I think from at least Dana's perspective and what we've seen in the industry, we don't see any issues with our ability to continue to keep up with the build rates. I think 300,000, if we ran that for 12 months, from a Dana perspective, we don't see any issue.

Although I can't speak for the rest of the industry at this stage, but I definitely think we can continue to see nice improvement in the back half on volume and leading into 2015..

Got it. And I mean, do you -- how are you thinking about this level of demand? I mean we all think about replacement around 250,000. Is this kind of we're pulling forward some demand? Or is this kind of a catch-up? I'm just trying to think about how demand plays out in the next couple years..

Yes. I think this is more of a catch-up. I think the industry has, in the last years, ran behind kind of what I would consider to be the replacement quantities needed as a lot of the fleets have utilized trucks a lot longer than they traditionally have, and we've obviously seen a strong aftermarket pool as well at the same time.

So we do believe we'll continue to see good positive demand at least for the foreseeable future. But yes, it won't last forever, but definitely, for the next 12 months or so, we definitely would see a positive trend in commercial vehicle in North America..

Got it. And just one other quick one for Bill.

The $70 million of Venezuela revenue you referenced for the second half of this year in the planning assumption, how does that compare on a year-over-year basis?.

Well, if you think about a year ago, we were -- in total, Patrick, a year ago is about $200 million or so. In the second half, I think if you looked at it, we were about $100 million in the second half of 2013. And certainly, you started to see the pressure in the second half of 2013 in Venezuela starting to build..

Your next question comes from the line of Brian Sponheimer with Gabelli..

One market in the off-highway we haven't really talked about thus far on the call is the ag market.

Are you guys getting a sense that, that's mostly just a weather issue, the slowdowns in dairy in Europe? Or do you think it's more of persistent drop that we're going to be looking at for a little longer?.

I think, Brian, yes. I don't know that it's just a weather phenomenon, but we're not talking about a significant variation or a significant drop either. So we see a minor tapering down right now, but I don't think it's a long-term issue. I'm not sure that it's directly correlated to just the weather though.

But it's not something that we're significantly worried about. It just right now, it's tapered a little bit..

Got you. And well, first, congratulations on pulling the trigger and getting rid of the preferred. It's obviously been something we talked about for a long time. As you're thinking about allocation of the capital, we seem to remember there's some very large acquisitions that may take place in the supplier space.

What are you guys thinking about as far as next steps from where you want to grow, if anywhere, from an acquisition standpoint?.

Yes. A great question, Brian. The activity that we've all seen in the space as of recent is not anywhere near what we are looking at for our approach to M&A. We are sticking to the guns in terms of an acquisition in the range of $200 million to $400 million bolt-on, supplementing the capabilities and competencies that we have.

And now we continue to have those conversations out there, but we have not ratcheted up just because of what's going on in the marketplace. We're watching that like everybody else, and we're sticking to our plan..

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

A couple of quick questions.

If we think about Venezuela on a run rate basis, what was the EBITDA drag this quarter that was probably embedded in that $5 million otherwise positive performance from having expenses on the ground in Venezuela but not a lot of hard shipments to bring in revenue?.

Brian, you faded away -- out on us..

Yes. Let me just repeat that, sorry.

What was the EBITDA drag within the Light Vehicle Driveline business from the low run rate in Venezuela this quarter?.

Yes.

I think the year-over-year -- is that what your -- you're referring to the year-over-year drag?.

Yes. Looking at the year-over-year walk, which is $5 million positive for the segment, but I assume there's a drag from Venezuela..

Yes. There was a drag of probably about $15 million or so..

Okay.

And does that abate -- if, in fact, production does restart, what's kind of the embedded drag against that $70 million of revenue that you've got in your second half plan?.

Okay, yes. That second half, you think about we're talking operationally about $10 million full year on $120 million. That $70 million in the second half is probably, I would say, a drag of maybe, let's see, first to second.

Or are we doing year-over-year? Do you want year-over-year, Brian, or in total?.

Either way, just to be clear what it is..

Yes. It's about $6 million..

On a year-over-year basis?.

Yes. The full year's about $30 million..

Okay. And the second, if we look at commercial vehicle, can you maybe break down, in either in terms of revenue or EBIT, the volume boost from North America? I assume positive on both revenue and EBITDA offset by the, primarily, Brazilian drag on volume and EBITDA..

Yes. Let me see if I can -- I'm not sure. We don't really break out earnings by region. But I think if you look at -- let's talk about revenue distribution a little bit.

And if you think about from a CV perspective and if you do -- do you want, like, kind of full year? Or are you looking at the second quarter?.

Well, really just drilling down on second quarter..

Okay. We saw a bump up. If you look at our North American sales, we're up about 2%, right, year-over-year in North America. And certainly, if you look at the CV business in total, there's about a 200-basis-point move down.

Certainly, the demand in Brazil offset in total, quite frankly, in excess of the North American demand, given the steep falloff that we experienced in Brazil really accelerated in the second quarter. So I think from that perspective, the profitability you see in CV, part of that is the contribution margin that they're working through.

But another piece of the puzzle, quite frankly, on our walk you'll note is we did have some inflation headwinds, material inflation headwinds, most notably, a big piece of that being in South America that we have yet to recover as we move forward.

So that's something that we control and we have opportunity to do, and we're going to continue to do that as we have done in the past..

Okay. And back to Venezuela. Is there a fallback plan if Venezuela just doesn't start -- restart production? I mean you talked earlier in the year about perhaps, or one could imagine, supplying the OEMs from other South American countries and just pulling up stakes in Venezuela.

At what point does that have to become a serious option?.

Yes. So Brian, this is Roger. We've had some very good conversations with our customers on what their intentions are and how we can best support them while mitigating the risk for our shareholders. And as we mentioned earlier, we've significantly changed the business model that we're operating in with the assumption that the production is starting.

We continue to watch that to get a feel for the level that it will ultimately achieve, when it will ramp and those kinds of things with our customers. But to your question, if we saw an indication that it wasn't going to happen, I think that was your question.

Without getting too hypothetical here, we would evaluate other ways to continue to mitigate and eliminate the risk for our shareholders. So -- and there's a number of ways to do that, but we will further those plans if we ever get an indication that it's not going to materialize like our customers have assured us that it will..

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

The first one is maybe what would help a little bit on the Venezuelan recovery is, can you let us know roughly what you had embedded for the full year guidance in terms of being able to recover that $17 million hit in the first quarter?.

Yes. I think, if when you think about the results, we had stated actually in the first quarter, given the devaluation charge of $17 million, that we had an expectation that we would, at the minimum, recover about $7 million.

So if you just did the math, we were in a loss position largely around the devaluation of $17 million that we reflected in the first quarter, moving from the official rate to the SICAD run rate. And with the full year estimated at about $10 million, there's effectively a recovery via currency or other mechanisms of about $7 million..

And then the performance in the first quarter hasn't changed that full year view, it just came in sooner? Is that the right assumption?.

Correct..

Okay. And then in off-highway, the performance there -- and I'm talking about your performance on the EBITDA because it has been really strong, all things considered for the past 6 quarters, considering sales haven't been positive even once.

So I mean, how much more can -- how much more room really is there? I mean, can more be done? And then, if we do sort of get a reversal in that and the Brazilian markets start to recover, can you sort of benefit? Or do you need to -- in terms of the large incrementals, do costs need come back into the system?.

No. So thanks for the question, Joe. Our off-highway team has done a remarkable job over the past few years. There's no question about it. If you recall, about 2.5 years ago, we separated that out into its individual unit with a focused management team in place to focus specifically on that business.

And they have done a great job at working together as a team on a global basis to continue to increase and improve the margins in that business in spite of the difficult market headwinds that they faced, as you have said. We believe that they're on a great track to continue their improvement. Now obviously, there's diminishing returns over time.

You can't continuously improve in light of diminishing sales.

But because the environment is where it is, and I mentioned this almost every earnings call, I'm really excited about that business segment because they are at a trough, in many cases, doing as well as they're doing, and we would fully expect the improvements that they've made in the past to be able to be leveraged as they grow the business on the top line going into the future.

So they continue to perform, and they continue to execute. And I think they have positioned that business remarkably well for what could be a very bright future for them..

Okay. So yes, I mean, just to summarize.

You don't think you've cut too deep that if there's -- if you do get to a recovery here, you'll still be able to execute on that?.

No. Much of the improvements that have been made in that business is not cutting. And as a matter of fact, it's increasing on the engineering and technical side of the business. It's the savings and productivity, as well as the significant material savings, and the way we approach the business from a material standpoint now.

So it's really in the material. It's providing the biggest bulk of the savings. And as I said, we've actually upticked the important things in the business, like engineering and the technical capability for them..

Okay. And then last one, I know the -- with respect to the preferreds, it doesn't really affect the EPS, as you guys mentioned.

Just out of curiosity though, I mean, was that always contemplated that, that would occur at some point this year? And I guess what I'm thinking is more on the free cash flow because you do -- you were making interest payments and those now stop, right? So is there directly a benefit there?.

Yes. Joe, it's Bill. I'm not sure that it was expected or not. We certainly have been executing against a capital structure approach here for 18 months, as Roger highlighted.

With respect to -- you're exactly right, there was a preferred dividend, a 4% guarantee dividend, and as that series has been, quite frankly, during the course of a number of months, voluntarily converting. And now that we've achieved the threshold, if you will, with a mandatory conversion, there is a savings on the preferred line.

But if those holders of that security hold a common, they would then get our common dividend. So I would say it's not nominal, but it's nominal in the scope of things..

Your final question comes the line of Ryan Brinkman with JPMorgan..

This is Samik on behalf of Ryan Brinkman. I just wanted to touch on the decremental margins here. Now when I look at your volume, mix basis, you're doing close to like 15% decrementals that you did this quarter.

I'm just wondering, since some of these businesses might be in a face of revenue decline for a couple of more quarters, are there, like, additional levers you can pull to get those decrementals down further while these businesses sort of wait for the market recovery?.

Yes. I think in total -- you're speaking to, as the decrementals. I think if you look at the total decrementals, there's a couple of factors going on for the quarter. Again, I think the business units are managing very well in the environment and quite frankly, muting the potential impact on decrementals.

But for example, you'll note in PT, overall, they're flowing through that piece. If you look at their overall EBITDA, they did have a specific warranty charge in the quarter. That certainly isn't a recurring basis type approach, but we reflected in our EBITDA margins.

If you take a look at where maybe some of the pressure point was a bit was in Commercial Vehicle, and I think part of that was with respect to material inflation experienced, as we highlighted in our comments. And obviously, over time, we certainly work hard with respect to recovery of those types of events.

So we continue to hold the business units that they've got to mute the decremental. And if there's a -- to your point, like a further maybe demand environment, we certainly would and do consider do we need to reformulate maybe the platform in a particular region, so on and so forth.

So we continue to attempt to mitigate all of those decrementals and at the same time, what you've seen also in the past, as we see upticks, to actually capitalize upon those from an incremental perspective..

Okay, great. And the second question that I had was roughly on the 2016 guidance. I mean, when you issued that guidance you already were factoring revenue being soft. $6.8 billion to $6.9 billion for 2014, obviously, that's moved down a bit.

But 2 essential components in that sort of progress to $8 billion of revenue was the sales backlog and the markets sort of cooperating. Now the markets have obviously been sluggish, some of the end markets.

But has there also been a change in the backlog at all which might impact that number? And secondly, when we think about the exit rate of 13% to 14% margins that had been sort of targeted at that point, is there any risk to that given any changes in the market conditions and backlog here?.

Yes. This is Roger. Thanks for the question. The first question, no, there has been no impact to the backlog. As a matter of fact, our folks have been doing a great job.

They're continuing their progress in working with customers and showing the value of our products to what they're doing for the future, and we're very excited about the results that they're bringing in on that. So there's no change negatively to the backlog for that number out there.

In terms of the margin expectation that we would have, I don't see -- unless the market side of that -- if you recall, about half of our growth was market and half of the growth was the backlog. Unless the market side really materially changed in a negative way, I don't see any real risk to that margin that we've put out there..

And can you just remind me, does the backlog come in at all greater margin than the -- it probably comes in at lower incremental margin than the current business, right?.

Yes, for the most part, most certainly, it does. Okay. So I think that ends our call. And I wanted just to say thank you to everyone for joining the call today and taking your time to be on the call and ask the questions. Thank you very much, and have a great day..

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