Craig Barber - Director of Investor Relations James K. Kamsickas - President, Chief Executive Officer & Director William G. Quigley - Chief Financial Officer & Executive Vice President Mark Wallace - Executive Vice President and Group President, On-Highway Driveline Technologies, Dana Holding Corp..

Irina Hodakovsky - KeyBanc Capital Markets, Inc. Brian Sponheimer - Gabelli & Company, Inc. Brian Arthur Johnson - Barclays Capital, Inc. Patrick E. Nolan - Deutsche Bank Securities, Inc. Joseph R. Spak - RBC Capital Markets LLC Colin Michael Langan - UBS Securities LLC Brian Colley - Stephens, Inc. Emmanuel Rosner - CLSA Americas LLC Ryan J.

Brinkman - JPMorgan Securities LLC Matthew Stover - Susquehanna International Group, LLP.

Good morning and welcome to Dana Holding Corporation's Third Quarter 2015 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. 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 third quarter 2015 earnings call. 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.

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 future results are summarized in our Safe Harbor statement. These risk factors are also detailed in our public filings, including our reports with the SEC.

Presenting this morning will be Bill Quigley, Executive Vice President and Chief Financial Officer; and joining us for Q&A is Mark Wallace, Executive Vice President and Group President of On-Highway Driveline Technologies. And it is my pleasure to introduce Jim Kamsickas, Dana Holding Corporation's new President and Chief Executive Officer.

While today coincidently marks the 50th business day for Jim here at Dana, he brings with him more than 26 years of industry experience. Most recently, he led International Automotive Components where he served as President and Chief Executive Officer.

IAC has expanded around the globe going from 600 million in sales in 2006 to nearly 6 billion mega supplier in 2014, with more than 32,000 employees in hundred locations. So now I'd like to turn the call over to Jim..

Dana's people, its technology strategy, and its potential for growth. I've been so impressed with the Dana team which over the last few years developed a strategic plan for improving the business and achieved just that.

More importantly, I am proud to be associated with Dana's 23,000 women and men around the globe who work so hard for our customers and shareholders. They are the heart and soul of this company that is known throughout our industry not only for its iconic brands, but for providing exceptional products and solutions to all of our markets.

And for having a lean mindset that serves as our foundation for continuously striving for operational excellence.

I continue to be excited by Dana's technology strategy with 16 technology centers around the globe and a world-class design and engineering team, Dana is able to provide leading-edge solutions to our customers in order to help them achieve our objectives.

Our recent product introductions as well as future technologies in the pipeline are evidence this strategy is working. Last but not least Dana's industry-leading geographical footprint and multi-vehicle segment product and process synergies position us well to create future growth opportunities in all geographical markets.

There is no question that bolt-on acquisitions may likely be included in our growth strategy. However I want to emphasize that our immediate focus is on organic growth. Over the past few years, I have earned new business faster – we've earned new business faster than the market rate while improving margins.

I believe we are well-positioned to further capitalize upon our differentiated core competencies to drive our future growth. So with that, let's move to recap Dana's third quarter on page five. The results of Dana's third quarter were mixed as all of our businesses with the exception of Commercial Vehicle Driveline performed very well.

We recorded sales of $1.47 billion in the face of strong currency headwinds. Year-to-date, we've achieved 3% organic growth with three of our business units this quarter posting a combined 6% organic growth rate compared with third quarter last year.

However as you know, we have some continuing challenges within markets for heavy trucks in Brazil which is down a staggering 49% compared with last year. We've also seen lower sales in our North American commercial vehicle business as we have lost some shares with one of our main customers.

This leadership change commenced after our previously existing commercial agreement expired and was a latent result of the coinciding completion of our supply chain modernization project. This shift certainly impacts sales this year and likely in the next year.

But we are confident that our future is bright in the Commercial Vehicle segment, now that we have completed these difficult, but necessary value chain actions. Notably, you will notice the performance improvement in the numbers that Bill will present in a few moments. Going forward, we expect to increase revenues with our commercial vehicle partners.

Net income for the company was $190 million, including some one-time items that Bill will discuss and diluted adjusted earnings per share were $0.41. This quarter adjusted EBITDA margin improved 20 basis points sequentially and ended the quarter at $167 million or 11.4% of sales.

We also continue the execution on our $1.4 billion dollar share repurchase program by returning $119 million to our shareholders. This brings the total we've returned to shareholders to over $1.3 billion since we started the program, and we had about $66 million remaining in our authorization at the end of September.

Also, this quarter, we secured key new business wins continue to win new business adding to our backlog beyond 2017, and we received several awards for outstanding customer service and community involvement.

Moving to slide six, we're excited to announce that we've been sourced again for both the front and rear axles and the driveshaft for the next generation Jeep Wrangler. We are very proud of our longstanding history with Jeep, which is one of the longest, if not the longest, continuous OEM supply relationships in the industry.

For nearly 75 years, Dana has provided axles for the Jeep Wrangler since its processor was first introduced in 1941. This vehicle has a strong following around the world. Dana's advanced Spicer drivelines will provide superior technology to maintain the Wrangler's renowned off-roading capabilities, while also improving efficiency.

In addition, Dana has been selected to continue supplying drivelines including the front and rear axles and rear drive shaft for the Ford Ranger pickup in Thailand, South Africa, and Argentina. The Ford pickup truck sold in 180 countries is one of the world's most popular and recognized compact pickup trucks in the world.

These two programs along with the next generation Ford Super Duty platform that we're preparing to launch makeup over half of our light vehicle driveline business. Moving to slide seven; as our long-standing relationship with the Jeep demonstrates Dana has an extensive history of supporting the U.S. military dating back to World War I.

Another example of this is Dana Spicer central tire inflation technology which has been used on government defense vehicles for more than 20 years. Last month, Dana announced that it will supply this technology for the joint light tactical vehicles to be manufactured by Oshkosh Corporation for the U.S Army and the Marine Corps.

In addition Dana's Power Technologies group was selected to supply charge air cooler technology for a new BMW program in Europe. Supply to MANN+HUMMEL Dana's water cooler charged air cooler technology improved fuel economy without sacrificing vehicle performance by providing more power and torque at low vehicle speeds.

Compared with the competing air cooler charge air coolers, Dana technology can provide up to 75% reduction in turbo lag and reduce pressure losses by as much as 50%. So drivers still feel immediate response when power is required.

This is the first time we will be supplying this technology in Europe laying the foundation for additional growth in the region and market. We've also secured incremental business with a large India tractor OEM, International Tractors LTD, also known as Sonalika, to supply portal axles for the upcoming platform.

This is an exciting new customer to Dana and one of the top three market leaders in the India tractor industry with the presence in approximately 72 countries and a wide network of 1,100 dealers worldwide.

Finally, we also secured incremental new business with new very important commercial vehicle OEMs that we'll be able to talk about more in the future. Moving to slide eight; I am pleased to announce that for the fifth consecutive year, Dana has been named a finalist for the Automotive News PACE Awards.

This is especially notable because we are one of only six suppliers to be named a PACE finalist in each of the last five years. This year Dana has been recognized for its innovative long brand two-sided chip cooling technology.

The integrated cooling plate enables superior heat transfer, temperature management and cooling abilities and enhances the heat transfer of power inverter devices, addressing the high heat, high-powered demands of electric and hybrid vehicles.

The cooling technology delivers smooth efficient heat transfer and also an exceptional clean and flux free which minimizes coolant contamination. Through its efficient attributes, the two-sided chip cooling improves the transfer of power between batteries and motors.

Moving to slide nine; two important core values to Dana is being a good corporate citizen while also providing world-class solutions to our customers. We continuously drive those priorities and we're honored to be recognized for both once again this quarter.

In addition to being named a PACE finalist, we also received several other prestigious awards this quarter including our Lima, Ohio facility was recognized for their commitment to quality, delivery, technology, and cost performance by Daimler Truck North America with its Master of Quality award, the highest honor to this commercial vehicle manufacturer bestows on its suppliers.

Also Dana's Spicer India was honored in India by TATA for an award for efficiency; our power technologies facility in Germany was a recipient of the Supplier Quality Excellence Award from the European motorcycle manufacturer, KTM AG, and Dana's Spicer Rui Ma brand of drivetrain solutions recently received the Corporate Social Responsibility award in Shanghai, China.

Finally onto slide 10; I'd like to reiterate Dana's key objectives, which demonstrate our main focus of growing the business profitably. Our new business is driving organic growth faster than the overall market. We remain diligent towards continuous improvement across the entire business to help drive margin improvement.

To support our growth objective we will continue to invest in innovation and technology that be key market drivers for our customers today and in the future. In addition we'll also pursue opportunities to grow the business inorganically to bolster our core competencies.

Finally, we remain committed to strong free cash flow generation and a strong balance sheet, as well as disciplined capital allocation approach. With that let me hand it over to Bill to walk you through the financial performance and our outlook for the rest of the year..

Thanks, Jim, and good morning, everyone. Before I provide a detailed review of our third quarter financial performance, I'd like to spend a moment to highlight the key considerations and factors that impacted the business during the quarter, which we've outlined on slide 12.

As Jim mentioned in his comments, foreign currency again had a significant impact in our quarter comparisons and masks the underlying organic sales growth of several of our businesses. In the quarter currency lowered sales by 8% compared with last year, given the continued strength of the U.S. dollar.

And similar to previous quarters of this year, almost all currencies remain weaker, with the euro and Brazil real having the most impact on our sales comparison.

Light vehicle and Off-Highway organic sales growth in the third quarter was again strong, yet lower commercial vehicle sales reflecting significant weakness in South America end market demand, as well as our lower share of the North America customers as a result of our first half supply chain difficulties, offset this growth.

Our light vehicle Off-Highway Driveline and Power Technologies business units combined to provide a 6% organic sales growth rate year-over-year, reflecting generally higher volume as well as new business gains.

While commercial vehicle earnings were pressured in the quarter given the lower sales, our other business units continued to execute, driving an improvement in total Dana adjusted EBITDA margins on a sequential basis, a 20 basis point improvement compared to our second quarter and a 50 basis point improvement compared to our first quarter of this year.

Now let's move to slide 13 for our third quarter financial comparisons. Sales totaled $1.468 billion in the quarter, $169 million lower than last year. Currency and a divesture of our operations in Venezuela were the primary drivers of the comparison, lowering sales by a combined $158 million.

Adjusted EBITDA for the quarter totaled $167 million, $31 million lower than last year, providing a margin of 11.4%, or about 70 basis points lower compared to last year as well. Similar to the sales comparison, the effects of currency translation in the current quarter and the Venezuela divesture accounted for the vast majority of the comparison.

Net income totaled $119 million, compared with $90 million a year ago. Our third quarter results included two non-recurring items that impacted our reported net income. First, due to changes in tax regulations in the current quarter we released an additional $100 million of our U.S.

deferred tax valuation allowance relating to a planned legal structure reorganization. You'll likely recall in the fourth quarter of last year, we had a valuation allowance release as part of this planned activity as well.

Partially offsetting this, we recorded a $24 million after-tax asset impairment charge related to an exclusive supply agreement with a third-party supplier in Brazil, which is in judicial reorganization. These non-cash items are excluded from our adjusted EBITDA and diluted adjusted EPS results.

So adjusting for these items, net income for the quarter was $43 million, or about $47 million lower than last year, largely reflecting lower adjusted EBITDA in the current quarter. Further impacting the comparison were non-recurring environmental tax charges this past quarter, as well as pension adjustments that benefited our 2014 results.

Diluted adjusted EPS was $0.41 per share in the quarter, compared with $0.57 a year ago, reflecting lower adjusted net income in the quarter, partially offset by a lower share count related to the continued execution of our share repurchase program. And finally, free cash flow was $68 million in the quarter, compared with $61 million last year.

Now let's go into some further detail, starting with our sales and adjusted EBITDA comparisons, which we've highlighted on slide 14. So as mentioned in my opening comments, our Light Vehicle, Off-Highway, and Power Technologies business units executed very well in the quarter, posting a combined organic sales growth rate of 6% over last year.

And as we've highlighted here, Commercial Vehicle Driveline sales were lower year-to-year by about 25%, reflecting both unfavorable currency and lower demand. And while I'll provide a little more detail in a coming slide, continued end market headwinds in Brazil alone lowered Commercial Vehicle Driveline sales by $55 million in the quarter.

And on a consolidated Dana basis, South America sales in the quarter were lower than last year by $115 million, reflecting unfavorable currency, weak end market demand and the Venezuela divestiture and accounted for almost 70% of the comparison for the quarter.

Now let's turn to the drivers of the sales and adjusted EBITDA comparisons, which are presented to the left and right hand of this slide. On the sales front currency was again the main driver of the comparison, lowering sales by $136 million with the euro and Brazil real accounting for almost $90 million of the change.

In the third quarter of last year our Venezuela operations generated $22 million in sales for our Light Vehicle Driveline business unit. And on a full year basis this divesture will represent a year-to-year sales reduction of about $110 million.

Finally, volume mix and pricing lowered sales about $2 million compared with last year with lower commercial vehicle sales nearly offset by solid growth in all our other business units.

Moving to adjusted EBITDA, currency was a headwind of $24 million with conversion a bit higher than our overall margin, given the regional distribution of our higher-margin businesses. On a comparative basis Venezuela generated $6 million adjusted EBITDA on last year's quarter, largely representing currency devaluation recoveries.

As we discussed in the second quarter comparisons for the remainder of the year will include a headwind for recoveries we achieved in 2014, which ultimately drove full year breakeven results for this operation.

As highlighted in the next several slides, on the volume mix front Light Vehicle, Off-Highway and Power Technology businesses generated about $16 million in earnings on higher volumes, which was offset by the impact in commercial vehicle lower sales. And then rounding out the comparison was positive performance of about $2 million for the quarter.

The next two slides outline the sales and segment EBITDA performance of each of our business segments, starting with Light Vehicle Driveline and Commercial Vehicle Driveline on slide 15.

Light Vehicle Driveline posted sales of $605 million in the quarter, largely in line with last year, even though the Venezuela divestiture and currency provided a headwind of $51 million.

Adjusting for these two items sales rose by almost 8% compared with last year with volume and mix providing an increase of $57 million, reflecting the impact of new business gains and continued strength in North America as well as a stable European market. Segment EBITDA was $63 million this quarter, lower by about $7 million compared to last year.

The Venezuela divestiture and currency provided a combined headwind of $13 million. Volume and mix was favorable $9 million, while performance was slightly lower than last year reflecting both the timing of cost recoveries in 2014, as well as some incremental costs in the current quarter to support new business launches in the coming year.

And while margin performance was 130 basis points lower than last year, the timing of currency and cost recoveries largely in our South American operations during last year's quarter represented almost all of the margin comparison. Moving to Commercial Vehicle Driveline.

Sales totaled $367 million in the quarter, a $120 million lower than last year with currency representing about $40 million of the comparison due principally to a weaker Brazilian reais, euro, and Mexican peso.

Volume was significant weaker due to lower demand in Brazil which was a headwind of about $55 million with Brazil truck production lower in the quarter by almost 50%.

As outlined previously sales in North America were impacted by the loss of share with our customers as a result of our now remedied supply constraints we experienced through the first half of this year. And finally pricing and recoveries increased sales by about $5 million in the quarter.

Segment EBITDA was $31 million for the quarters or 8.4% of sales. Currency lowered EBITDA by $5 million and a decline in South America market demand further impacted earnings by $11 million.

The decline in North America sales resulted in headwind of $8 million, the higher margin impact driven by the pace of the decline in sales we experienced in the second half of this quarter.

Net performance for the quarter was a positive $8 million largely reflecting lower material and related costs from our now completed supply chain initiative as well as recovery benefits. Now let's review the performance of Off-Highway Driveline and Power Tech for the quarter on slide 16.

Off-Highway Driveline sales totaled $246 million for the second quarter, $37 million lower than last year with the weaker euro accounting for almost all of the change.

Volume and mix was up slightly compared to last year as new business and positive market mix more than offset the impact of growing weakness in global ag and construction demand experienced in the quarter. Off-Highway posted segment EBITDA of $35 million, $5 million less than last year, yet margin improved by 10 basis points to 14.2%.

Currency was a main driver lowering earnings by $7 million compared with last year, a positive mix in new business and net cost efficiencies added $2 million to the comparison. Our Power Technologies, sales for the quarter were $250 million, $9 million lower than a year ago.

Currency was again the major driver here, lowering sales by about $30 million reflecting principally weaker euro as well as the Canadian dollar. Increased light vehicle demand in both Europe and North America increased sales by $24 million and combined with performance provided in organic growth rate of 8% over last year.

Segment EBITDA was $40 million, $3 million better than last year as the impact of currency will certainly offset the favorable volume and mix as well as performance. Margin improved to 170 basis points compared with last year rising to 16%.

Now let's take a quick look at our year-to-date sales and adjusted EBITDA results which we've highlighted on slide 17.

On a year-to-date basis, 2015 sales totaled $4.685 billion, $350 million lower than last year; and as we've highlighted on the lower left of the slide, currency effects more than accounted for this change reducing sales by $413 million. The euro alone lowered sales by about $260 million.

The Venezuela divestiture accounted for another $69 million of the year-to-date comparison. Volume and mix added $123 million, which combined with pricing recoveries providing organic sales growth rate of about 3%.

This is an impressive rate given the fact that it is net of lower sales in South America of more than $120 million given the significant weak demand environment, which has certainly impacted all of our businesses.

Adjusted EBITDA was lowered by about $45 million with currency accounting for $73 million offset by $24 million due to conversion on the volume as well as performance improvements. And despite a number of challenges, we've continued to maintain a strong margin profile of 11.2% with three of our four businesses posting increases over last year.

Now let's turn to our cash metrics for the third quarter, which are highlighted on slide 18. We generated about $68 million of free cash flow in the quarter $7 million higher compared to last year.

And as you'll note here, working capital was a benefit of about $40 million in the quarter, $54 million higher than last year reflecting the timing largely receivables collections in the current quarter.

Net interest was $18 million higher in the quarter compared with last year due to the timing of semiannual interest payments on our current outstanding unsecured notes. Cash taxes of $36 million in the quarter were higher compared to last year largely reflecting the timing of estimated tax payments and jurisdictional profitability.

And capital spending was $70 million, $27 million higher than last year largely driven by our Light Vehicle Driveline business as we continue to make investments to support the launch of new programs.

At the end of the quarter, cash and marketable securities totaled $974 million and total liquidities stood at $1.312 billion including $349 million of availability under our U.S. credit facility. Now let's move to our expectations for the rest of 2015 on slide 19.

We certainly expect currency to remain volatile and most likely a headwind as we close the year out with South America currencies likely leading the way.

While North America and Europe light vehicle markets remain largely in line with our previous expectations, we experienced further softening in South America during the course of the third quarter due to the continued economic downturn in Brazil and we expect that trend to now continue through the end of the year.

We've also slightly lowered our light vehicle expectations for Asia, in particular, softer demand that we are experiencing in Thailand.

On the commercial vehicle front, we're adjusting our rest of year sales expectations for a number of factors including a weaker North America Class 8 build, softer Specialty Equipment and replacement demand as well as a lower share position.

And finally we are lowering our rest of year expectations for Off-Highway business, reflecting demand weakness in both construction and ag equipment. We certainly will continue our disciplined focus though on aligning our cost structure in the expected near-term demand environment as we move through the rest the year.

We've adjusted our full-year financial targets to take into account these lower expectations which we've highlighted on slide 20.

As highlighted here, we expect 2015 full-year sales now to be about $6.05 billion compared to our previous range of $6.2 billion to $6.3 billion, reflecting lower demand environment in several of our served end markets as I just highlighted.

Reflecting our current full-year sales expectations, we've also adjusted our expected adjusted EBITDA to about $675 million for the year providing a margin of 11.2% and diluted adjusted EPS of $1.85 per share. On the cash front, we do expect capital spending for the year to be about $280 million and free cash flow of about $170 million.

So with that, this concludes our presentation. We appreciate your attention and certainly will turn the call over to the operator for any questions. Thanks..

Your first question is from the line of Brett Hoselton with KeyBanc. Please go ahead..

Hey Brett..

Hey Brett, please make sure that your line is not on mute..

Good morning everyone. This is Irina Hodakovsky on for Brett Hoselton.

How are you this morning?.

Very good.

How are you?.

I'm good. Thank you.

The one question I wanted to ask if you can talk a little bit more to the lost market share you are not providing the customers and that's understandable, but where are you now with this? What are your expectations going forward? Do you expect to recoup this market share? How do we model this? And how do we think about this going forward?.

Hi, Irina, it's Mark Wallace. With the lost market share, number one as we talked about little bit earlier in the dialogue, number one, we've gotten through our supply chain modernization activity.

But during that period of time, it was a major undertaking on our part to get obviously a better cost structure as well as more flexibility in our supply chain and the highest commercial vehicle market we've seen in a long time.

So through that period of time, one of our customers decided to make some adjustments in their take rates in order to mitigate any risk they felt they may have going forward. The good news is we're through that initiative with our supply chain modernization activity. We feel comfortable that we're competitive moving forward.

We feel comfortable with our technology moving forward. And whatever share loss that we may experience in one area, I am comfortable that we have other avenues with other customers as well to look at revenue there as well..

Would you be able to quantify the impact of the lost market share on the top line this quarter and the EBITDA?.

Yes, Irina. This is Bill Quigley. If you think about our Class 8 production right, Class 8 production in North America was about equal to last year, right, about 80,000 units.

So as we've highlighted on the commercial vehicle slide that highlights the change in drivers for sales in EBITDA, you will know we're down by about $30 million on a year-over-year basis in North America.

I would attribute that largely to the share movement that we experienced from the course of the quarter, which accelerated obviously as we exited the quarter..

Thank you very much for that, Bill..

Yes. And Irena, also on the EBITDA front, we provide those changes if you will and you can see the movement with respect to the margin flow on that lower sales environment. But what's important to note as Mark indicated as well and certainly there were ramifications from our supply chain initiative.

As we move forward, you'll note that we've seen improved cost efficiencies in Commercial Vehicle Driveline largely attributable to in fact that supply chain initiative..

Got you. And on the Power Technologies sales down, margins continue to increase very strong margin, 16%.

How are we to think about this going forward? Is there more? What's driving this improvement? Is there more that we can anticipate from this segment?.

Yes, Irina. It's Bill again. Certainly, Power Tech has executed really all year long with respect to favorable conversion on volume. And quite frankly, the third quarter is no different.

You'll note here on the slides that we provide, they converted about a 25% rate, right, on the incremental volume, which certainly is a rate that we've talked about all along that on a blended rate we would expect Dana at about 15% to 20%, but certain of our higher margin businesses would probably be north of that 20%, and Power Tech is certainly one of those businesses.

So, you're exactly right. They posted a great margin, 16%.

It's not the first 16%, but I think as we move forward through the course of this year, we're going to continue to have a good move on the margin front, and certainly we wouldn't put any floor or ceiling on that type of improvement, but again we've spent a lot of time with the business over the last several years, improved the business and we would expect that margin to move forward especially in a higher volume environment..

Pleasure. Thank you. I appreciate that. Looking forward to your guidance in Detroit..

Thanks..

Your next question comes from the line of Brian Sponheimer with Gabelli & Company. Please go ahead..

Hi. Good morning..

Hi, Brian..

Good morning..

Yes.

Just going to the market share issue with one of your customers given that you've got the excess capacity here, and I guess this question is more for Mark Wallace, how long do you think it will take you to find the customer platforms that you can then utilize this excess capacity? Are we looking maybe six months down the road, nine months down the road?.

Hey Brian, this is Mark Wallace. Good question. A couple of things to keep in mind that even as you look from this year into next year not sure yet where the numbers will settle in, but next year is still going to be a very strong commercial vehicle market.

So when you think about capacity for someone like Dana most of that really revolves around assembly capacity, so we flex our variable cost lines with volume as they move let's say even from 250,000 units to 300,000 units going forward.

So, I don't see any significant changes in our capacity from actually making changes there, but we'll continue flexing our variable cost to stay in line with the sales decline if we see any additional. But going forward, I mean, we are working with all of our customers. We feel confident in our abilities.

Our supply chain modernization is going to be another strong point for us, but also technologically, we continue to bring new products to market and focused really around greenhouse gas emissions and also around fuel economy.

That's still a big demand, and we feel comfortable that we have the right technology and the right footprint to support the customers moving forward..

Thank you. And I guess, Jim, congratulations again. You met with a number of us a couple of months ago.

I guess in the interim any new thoughts on maybe what you have at Dana and maybe some ideas as to what issues you think you can address, given your history at IAC?.

Thank you, Brian. It's nice to talk to you again as well. I guess I would say I would reinforce the initial views that I had, that I do see it as a huge opportunity for growth. Where does growth come from? Obviously it comes from your footprint, your technology, your operating performance, all those type of things.

I've been to – as I said in my initial comments here today, I've been around the world a couple of times now, and I continue to see a reoccurring theme of being able to separate maybe from some of our competition, but certainly provide strong value proposition to all of our customers.

You know by now having met me I feel very comfortable with all of our customers around the world from prior lives if that's in the commercial vehicle world or light vehicle world. So I would only tell you that I feel strongly about everything I said then and of course everything I said earlier today..

All right. Well best of luck..

Thank you..

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

Yes, hi, good morning. A couple questions....

Hey, good morning, Brian..

Yes, good morning. A few questions, first just on the issue of the day.

Do you have any sense of whether the customer who – because of the supply chain reasons you talked about and moved some business around, do you think it went to a competitor? Or do you think it was insourced in-house?.

Yeah, hi, Brian, this is Mark Wallace. It went to a competitor..

Okay. Okay. And kind of ticking – continuing with the North American Class 8 market, a couple questions.

Do you see any firming in pricing around it, given kind of where both the entire industry is running fairly strong? And then secondly, as you kind of look at the order books, as you kind of look into 2016, any direction that you see for that Class 8 customer market?.

Hi, Brian. It's Mark Wallace again. A couple things, I mean we feel comfortable about our position in the market. Market demands are – they're still strong from historical perspectives. So I don't really see any change there from the landscape. However we have seen some pressure in Q3 and Q4 with demand. We think that will continue in through Q4.

But most of the input I'm getting directly from our customers is they do still expect that 2016 will remain a fairly strong year from a production output moving forward.

So I think overall we're fairly confident at this stage that next year will be a good market, probably not what we've seen in 2015, but still a relatively strong market for commercial vehicle Class 8..

Okay, great. Couple other quick questions. You announced a program last quarter with Volkswagen, started production in 2017. I could guess and it's – maybe it's the Mexican building of some CUVs, but maybe not.

Any update or risk on that given all the issues going on at that customer?.

Yes, hi, Brian. And this is Mark Wallace again. This is in the passenger car arena. It's a specific vehicle, the Volkswagen Crafter. We don't expect any impact from that going forward..

Okay. Okay.

So it's not, and that's not meant for the American market?.

No..

Okay. So it's not.

And then finally just given where the stock is, where you are on the share buyback, any thoughts of upsizing that to take advantage of this entry point and just the cash regenerating?.

Yes, Brian. It's Bill. Obviously you saw an uptick in execution on our share repurchase in the third quarter. We drove it up to about $119 million. Our run rate have been about $60 million per quarter. And pursuant to our previous commitments, we had been always quite frankly focused on completing the execution of that program by year-end 2015.

So through that year end we will have deployed and returned capital to our shareholders about $1.4 billion. Certainly as we move forward, the cash flow generation profile of the business looks strong. We're going to continue to allocate capital to investments within the business to grow the top line.

You see that in the Light Vehicle Driveline business, but at the same time also we have to take a look at the best and highest use of capital.

So as we generate excess cash, we certainly have the opportunity to move forward with respect to channels that we've already quite frankly developed, be it incremental share repurchases, be it incremental dividends, so on and so forth.

So just as we kind of run out the year, as we get a view on 2016 as we move forward, obviously we'll make those decisions in concert with senior management as well as the board in the next year..

Okay. Thanks..

Your next question comes from the line of Patrick Nolan with Deutsche Bank. Please go ahead..

Good morning, everyone..

Hey, Pat..

Two questions. First, noted the CapEx guidance came down below the low end of the prior range.

Can you discuss that a bit more in relation to your backlog for next year? How are you feeling about that number? What are the pluses and minuses you're thinking about? Is it just a matter of that backlog is going to be coming down, it's a matter of how much? Or are you still feeling okay about that number that you put out last year?.

Yes, I think with respect to the movement on capital spending, Pat – this is Bill, sorry. That's largely around our Light Vehicle Driveline business. And really it's just timing of equipment install and certainly runoffs and certifications if you will.

So I don't really think that clouds any of our visibility into the backlog on Light Vehicle Driveline as we move forward. So as we do move forward I think it's just kind of a move into next year.

Also though I think we were also being much more disciplined and continue to be disciplined as you know on making sure that we're spending the right dollars for the right install. So I think it's a combination of both.

But on the Light Vehicle Driveline front, certainly even with the two platforms we talked about today, that's a very strong business for us. Backlog is continuing to evolve. And we feel very confident about the Light Vehicle Driveline business moving into 2016..

And the backlog and the other parts of the businesses, do you see a downside risk there?.

I think, if you think about the backlog overall, our 2017 backlog, certainly it's got expectations with respect to currency, volume and so on and so forth. My comments on Light Vehicle Driveline remains, I think it's a strong piece of the puzzle. And as you know it is the most significant piece of our backlog, our 2017 backlog.

We'll give update obviously in January or so with respect to our 2018 backlog. It will take into account any wins and/or losses that we may have experienced during the course of 2015, updated for FX assumptions, so on and so forth. But I think on a number of the business fronts, we feel pretty good about the backlog.

Certainly we've got some work to do on Commercial Vehicle Driveline..

Mark, can you just discuss what you're hearing from your customers on the Off-Highway side? Is the mindset to get most of the necessary inventory reduction done by year-end or you expect that to kind of trickle into next year?.

Well, I mean Patrick I think after the 2008-2009 timeframe, most of the customers learned a pretty difficult lesson with the inventory. So, I think they're being much more disciplined than what we've seen in the past, so I think they will continue to shrink inventory as we move into the end of 2015.

And hopefully we actually get some good news in the markets, be it in the commodities markets or construction markets et cetera that can actually give us some upside going forward..

Thanks guys. I'll get back in the queue..

Your next question comes from the line of Joe Spak with RBC Capital Markets. Please go ahead..

Hi, good morning. I just wanted to follow up on backlog a little bit. And I appreciate the color on LVD. But for Off-Highway, I mean that – it's definitely the largest part, but I think that was still also a quarter of the backlog and it does seem like that that's getting a little bit more challenged by the day and certainly versus nine, 10 months ago.

So, are you – I think we can make some assumption about volume, but I guess the question is are you seeing any sort of changes or cancellations or push outs of planned backlog launches?.

Yes, Joe, it's Bill.

I mean certainly our Off-Highway business, I think if you were to look at the year-to-date results and many of the markets that they are operating certainly are not at an increasing demand level and quite frankly they have mitigated that in the volume front and that mitigation is coming from new business that are putting into the marketing currently.

So, I think you're right. As you look forward, part of the backlog is always going to be based on market. I think our Off-Highway business has had very good performance with respect to new business awards, and really it's mitigating the impact of some of the markets today in 2015. So again, we will do an update on that.

You are right, there is a lot of programs in Off-Highway. There is a lot of customers. It's certainly not a Light Vehicle Driveline platform with respect to volume. But today we've seen some movement around programs. But I would say nothing really in and of significance.

But again as we kind of end the rest of the year and update next year, we'll certainly provide guidance on that in early 2016..

Okay. Thanks for that. And then, Mark, appreciate some of the commentary on Class 8s.

I guess, I just want to better understand some of your earlier comments; I mean what level of Class 8 would you say, you are currently capacitized to? Because I guess what I'm wondering if it's something a little bit below the 300 some odd vehicles done this year is that actually – if that does step down next year, is it actually not that much of a drag to the profit levels?.

Yes, Joe. Little clarity, I think once you get above 300,000 and clearly the supply chain gets under duress and that's kind of a natural trend we've seen for the last several up cycles in commercial vehicle.

However, one of the things we've been working on is the supply chain modernization activity, which actually is going to improve our flexibility as it comes to the ups and downs of commercial vehicle.

So as we move into next year, if it's a number of 280,000 or 290,000 or 270,000, I think we'd feel comfortable where we are capacitized to at that stage and we feel comfortable that we'll be able to service our customers and any need throughout next year. But I don't see anything significantly changing next year from a capacity perspective..

Okay. And then just on Brazil, obviously a tough market; I guess I just want to better understand that Brazil line item in the walk in your relationship down there. Because if I go through your slides and sort of some past disclosures as well, I think South Americas call it, 13%, 15% of commercial vehicle.

And then you had – you're saying you had a 55% headwinds from volume there, which would imply that's the Brazil – your Brazil business is down like 80% as opposed to the 50% reduction in production you quoted. So, is there something specific about the customers you are on there or I guess I just want to better understand that relationship..

Yes. Joe, it's Bill. I think if you think about our presence, it's largely to your point, a commercial vehicle presence in Brazil on a year-over-year basis alone, we're down by about $150 million or so just year-over-year. Certainly, that's going to have currency in it as well as a weakened environment.

But if you just take a look at as we're moving forward here that demand environment is sitting at 52% down on a year-to-date basis on South America truck, right, or Brazil truck if you will.

So really I think the volume impact and the associated margins really around – our people that are doing yeoman's work with respect to aligning the cost structure to that current environment. And that's obviously having some margin impact as we get kind of almost into a fixed cost absorption issue. But I'm hoping-.

Yes. I guess it seems like maybe your Brazil business is down from a volume perspective more than production. Unless I misunderstood is in that 55%, is there also Brazilian currency? Because I thought you said the Brazilian reais was in the $40 million in the currency..

No. Certainly the reais is in the FX line..

Okay.

So, is it something with the programs or the customers you have business with that you've sort of underperformed even sort of the market there?.

Hey Joe, this is Mark Wallace. Just for clarity, I mean, overall the market is down about 50% year-over-year..

Yes..

So, that's what we are showing in reflecting in these numbers. So, I don't think we are any worse off for any better off than anyone else in the marketplace. I think we are pretty much unfortunately right on the trend line..

Okay, I will follow up later thanks..

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

Great, thanks for taking my question. Your guidance for Q4 seems to imply something like down 13%, which should be worse than your year-to-date at down 7%. And you list a lot of weakness. I just want to make sure I understood.

I mean what are the key drivers is that the North American truck share issue? It sounds like you think that's mostly addressed ending the quarter.

Is it the Off-Highway markets? They're really going to get a lot worse because in the slides it actually shows your volume slightly positive in Off-Highway this quarter which is actually kind of surprising. So, what are the big steps in the sort of the weak Q4 and related to guidance overall..

Yes Colin, it's Bill. I think if you look at there is a number of factors moving through that. First, I want to just point out with respect to share position. Certainly we now expect a lower share position to persist through the fourth quarter. So that certainly is coloring guidance down with respect to our previous guidance.

What we are seeing with respect to the off-highway markets obviously is continued weakening in construction and ag. So we've kind of marked that to our expectations moving into the fourth quarter.

And then even on the light vehicle front, while they've performed very well during the course of this year, and this is headline news, I don't think it is at all with respect to what's going on in Asia and certainly we are seeing some demand softening not only in Thailand, but now we are seeing some toggle effect even moving into South America with respect to operations we have in Argentina, being impacted by Brazil.

So I think overall, you kind of look at all those factors as well as then from a Class 8 perspective back to commercial vehicle, we are seeing some softening in production. And our previous guidance was 320 to 330 with respect to full year. We've kind of necked that down a bit, reflect what we're seeing at least currently in that particular market.

So, all-in-all there are a number of factors moving through that. But I just want to highlight that from a market share perspective, on the commercial vehicle side, we have lower expectations in the fourth quarter for that business..

Okay. And can you remind us on the Off-Highway side what are the key end markets in terms of ag, construction, mining, and which of those should we focus on in terms of trying to understand the downside-.

Yes, I think – yes, exactly, there is lots of headlines with respect to ag and construction.

I think if you look at just kind of the mix side if you will, our construction business may be – accounts for about 50% or so of our Off-Highway business one-third, ags play about 25% or so, and then you've got underground mining material handling everything else making up the remainder of the business.

So topically it would be construction first, ag would be second..

All right. Well, thank you very much for taking my questions..

Sure. Thanks..

Your next question comes from the line of Justin Long with Stephens. Please go ahead..

Hey good morning guys. This is Brian Colley on the line for Justin today. Thanks for taking the question.

So, just a high-level question here; if you look across your end markets today, where do you see the biggest opportunity in terms of increasing your content per vehicle? And is there anything you can do to frame-up the magnitude of that opportunity?.

Yes. I'll take a shot at it, and I'll let my colleagues here jump in as well. I think if you take a look around our core competencies, Off-Highway continues to think – I believe to be a clearly an opportunity for us. If you think about the China market, well certainly there has been a neck down in demand.

Our penetration with respect to our capability in that market is not to a level that we think is something that we can't overachieve on. We've got a number of different brand and tier levels for the market for the local producers in the market. And during the course of the year we've seen some opportunity there.

So, I think that Off-Highway business in China for example in Asia continues to be an opportunity for us.

With respect to Light Vehicle Driveline, certainly I'm not the expert with respect to the product side of the house, but I think quite frankly where we've been to-date continues to provide us opportunities for the future with respect to new platforms and new programs as we extend into all-wheel drive opportunities so on and so forth.

So, certainly a lot of effort going on by our technology people with respect to differentiating our position in that market. I'll circle back to commercial vehicles.

I mean, certainly as we said today, we've got a different position with one customer, but there's certainly opportunities with a lot of other customers including the current customer that we suffered some share position with. So as we move forward I think that remains a good strong market.

And year-over-year, I mean, South America at some point time in Brazil is going to come back; is it a 2016 event? Potentially. But certainly at that low level that they are operating at, I mean that's not a level that we've seen probably go on for multiple years. So, I think there is lots of different opportunities around the business..

This is Jim. Just to add to that real quick as a fresh eyes to it, obviously, when you look at opportunities for growth and you pull yourself away from it, there is certainly new customer opportunities, no question that our technology could be very accretive to customers being able to expand their portfolio with their end customer.

You look at us from a balance on a geographical standpoint, there are some markets that we are in, but we could be much stronger in.

And then, I pull back and look at the technology that's in the pipeline that our customers are now aware of and talking to us about, I really see that as another opportunity in terms of growing with not – again not only existing customers but new customers. No question about it..

Great. Thanks for the color there. And then my second question was just on the market growth assumption that you guys have in each business for the multiyear backlog.

Based on how things have transpired year-to-date, can you kind of walk through each of the three end markets and provide some just high level thoughts on how your longer-term expectations evolved since the beginning of this year?.

Yeah. I take a shot there for you. I mean, we're certainly in our process now with respect to our forward year projections. I think if you look at the three – our common three businesses I think that's what you're asking about I mean, Light Vehicle Driveline we would say, kind of near term North Americas continues to be a good market.

We don't expect that to tail off into 2016. Europe has been a reasonable market. It certainly hasn't been a move to the high with respect to recovery, but certainly it's been a reasonable market. I think as we look at the some of the end markets with respect to South America as well as Asia, I think those are going to temper.

And those will have an impact on our backlog ultimately, but the distribution of that backlog was weighted towards Europe, it was weighted towards Asia, but that Asia piece of the puzzle was largely around our Light Vehicle Driveline business with new customers.

So from that perspective while that market may be down or tempered, certainly has been moving up and we would expect that market to continue to move up because that's all new business for us. We're not a big player in Light Vehicle Driveline as you know in that particular market. We certainly have been successful gaining new business in that market.

So I think that for now that's kind of the temperament or the color that we provide, but we'll certainly be giving an update the first of the year as we move forward..

All right, thanks for the time, guys..

Your next question comes from the line of Emmanuel Rosner with CLSA. Please go ahead..

Hi, good morning, everybody..

Hi, Emmanuel..

Morning..

I wanted to ask you a couple of questions regarding guidance and maybe focusing specifically on the margin side of it.

My understanding I guess before today was that you had a lot of cost actions, operational performance actions in the bag in the second half to sort of like – essentially helps you bridge to the higher margin and maybe some recoveries as well.

Are these still playing out? And are they just offset by the weak macro or the weak demand conditions? Or are there sort of like any issues with the past performance?.

Yes, Emmanuel, this is Bill. I think you're exactly right. We talked about this in our second quarter with respect to kind of first – second half looks with respect to cost recoveries or recoveries in general. We talked a bit about Light Vehicle Driveline. Those remain intact, as we've talked about in our second quarter.

With respect to quite frankly our supply chain benefits in commercial vehicle, we have tempered those obviously given the volume move. But certainly we are seeing and realizing those benefits.

And I think it's indicative on the year-over-year slide that we showed for commercial vehicle, which obviously offset or negated if you will the volume drop we saw. So in a nutshell the specific actions that we're taking are still in place.

What we are moving with respect to our earnings performance for the fourth quarter and obviously for the full year is the impact of lower volumes..

Okay. And then I guess sort of like looking at sort of like this impact from lower volumes, looking at your guidance, you're taking down the revenue guidance for this year at the midpoint by $200 million.

And then EBITDA at the previous midpoint by call it $50 million, so that's a 25% conversion rate? Why is it so high?.

Well I think it goes back to a number of the markets and how quickly they're moving. Certainly when I say markets, I would say also position that we've got for example in commercial vehicle. So this happened very quickly in the third quarter. We're moving through the cost structure into the fourth quarter.

It's having some impact obviously on the margin in the near term. I think if you look at some of higher margin businesses, for example our Off-Highway business, we're getting some mix issue there. So as we look at rest of your demand, certainly it's a higher-margin business. Those guys have done a great job working through those environments.

But in general it's a very good margin business, so we're getting some mix there as well. But overall as we kind of move through, back to your original question, the specific cost recoveries and cost improvements that we had highlighted remain intact. We're working through the volume environment as we move through 2015..

Okay. That's good too. And then final one on guidance, any initial thoughts on the likelihood of achieving your 2016 exit rate margin of 13%? Obviously you will not be (58:29) starting in the year from a lower base than you had previously contemplated and with some markets maybe weakening more.

Do you have any sort of initial thoughts you want to share on the ability to actually get there?.

Yeah. I think the thoughts that we would share at this time is that margin move if you will, that's the plus 13% exit rate, predicated on three factors. One being obviously the sales backlog coming online at the margins that we expected.

Second one being, which was the largest contributor quite frankly, being a volume environment that we can capitalize upon across all of the businesses. And then I would say the last 25% or so is just about the base productivity that we would expect in the business. Certainly things have changed with respect to market.

Just look at South America for example and the extended downturn that we've seen through 2015, most likely probably going to go through 2016. The Off-Highway markets, while our guys have done a great job moving their margins up, we need the volume that they can really capitalize upon to move that up.

So it certainly remains an objective to move the margin profile up for all of the businesses and Dana as total. Again, Emmanuel, we'll give an update once we get our firm view on product assumptions, FX assumptions, and most notably market assumptions as we move to early 2016..

All right. Great. Thank you..

Your next question comes from the line of Ryan Brinkman with JPMorgan. Please go ahead..

Great. Thanks for squeezing me in. You cited the lower customer share position persisting through the remainder of the year as one of the reasons for lower revenue guidance. I know you're not talking about 2016 per se.

But I'm just curious if the comment persists through year end, is because you aren't commenting on 2016? Or is it because you expect the share to be normal at the end of the year headed into 2016?.

Yes. Ryan, I guess a couple points of transparency. Number one, even the current agreement we have with our customers, there are no share guarantees. So I think we feel comfortable that we are a good competitive supplier with the right footprint, the right technology to be able to take care of all of our customers.

So by no means are we giving any guidance into 2016, but just to let you know that we don't have any share guarantees. And so we just have to continue to deliver best quality, best technology products to our customers going forward..

Okay. Thanks. And then most of my questions have been answered, but I did have one housekeeping, just on the walk. I noticed that the impact to EBITDA from currency was $24 million, versus revenue $136 million, so that's like an 18% conversion, which seems pretty high for currency translation, given that what your overall margin level is below that.

So is there anything else to call out there relative to hedges or special transaction exposure or something that occurred during the quarter? And then what kind of decremental should we think about applying going forward to lower sales as a result of softer currency? I'm guessing something less than 18%, but don't know..

Yes. It's probably less than 18%, and you'll note, you're exactly right. It's a little bit higher, one being just obviously the mix of businesses from a margin perspective, Ryan.

But I think also if you just kind of look at – and I'll just highlight a bit Light Vehicle Driveline, a little richer mix in the quarter actually and largely around – because we've got some transaction losses and gains as well. So that may not be the purest line on just translation, but it's most largely translation.

But certainly the mix of businesses if you think about our Off-Highway business and/or our Power Tech business movements on those currencies that they operate in their larger currency certainly have a bigger impact from a mix perspective than maybe a Light Vehicle Driveline operating in Argentina..

Okay. That's very helpful thank you..

Okay, Brent, I think we have time for one more question..

Your question comes from the line of Matt Stover with FIG. Please go ahead..

Thank you very much.

Can you hear me?.

Yes Matt..

Okay, great. Two questions.

One the follow-on to that, were there any recoveries in the PT business?.

Yes Matt, this is Bill. Any you mean like cost recoveries or so? No, if you take a look at page 16, our Power Tech business that performance line is probably one of the few businesses that kind of have normal price movements if you will with respect to commitments to customers really no recoveries in Power Tech..

Okay and then two more questions. One if I look at your commercial vehicle business and I know you're not talking about next year, but if the market is down 10% let's say which is conceivable ACT somewhere around there, it looks like that's sort of like an $80 million headwind in North America.

A couple more quarters of the customer issues another $60 million. So there is a potential revenue headwind of about $40 million and a conversion of $15 million to $20 million and that's a $20 million to $30 million headwind.

Are there things that you can do on the margin to anticipate and move your cost structure to accommodate a weaker market?.

Yes, hi Matt, it's Mark Wallace. I won't talk anything yet about next year from an actual revenue perspective at this stage, but clearly we continue flexing our cost structures as I mentioned a few minutes ago on the variable side. Two, you've seen the performance improvements that we've had relative to our supply chain initiatives moving forward.

So we do think that while we can continue to have good margins going forward and to be quite honest we are okay with our margins right now in North America, so we feel comfortable there.

But it will be nice to see some recoveries in Brazil because at this stage, we are down basically below breakeven and so that's been a much larger impact to us than we would normally have in a normal year.

So hopefully we could see some recovery there, but our team – as Bill mentioned already has been doing a tremendous amount of work to lower the fixed cost base in that particular market, but it still remains a major challenge into next year..

And then last question is, just in terms of leverage, right now you're running at about 0.9%, 0.8% net-debt-to-EBITDA.

What's the ceiling on your leverage for this business as you think about things over the course of the cycle?.

It's just normal course run rate you're talking, Matt, right?.

What's the prudent level....

Yes, I mean prudent, yes..

...given the probability that something can sneak up on you at any given time..

Yes, I think we've been fairly open with respect to certainly we're managing very well the current leverage environment, but certainly certain of the markets are performing well. What we'd be looking at something two, three or four times, we've sized that. Hey, we'd be very comfortable too. But that would only be just on a run rate.

Now obviously if inorganic opportunities come up and we can capitalize upon those and provide a good return to our shareholders, we could have position or a period of time where we might neck up higher than that.

But just kind of on a run rate, if you will, or normal operating we certainly operate in cyclical markets north of where we are at probably not too uncomfortable with, but certainly we're not looking at a higher leverage market or higher leverage company just for the sake of leverage..

Okay. I appreciate that. Thank you very much..

Well, thank you everyone. This is Jim Kamsickas again. Thank you everyone. I'm very much looking forward to getting to know and working with each of you. Thanks for calling in today. Just a quick recap, probably won't do this in the future, but being my first call, just a quick recap.

It's obvious that three of the four segments at Dana are performing exceptionally well. Yes, we've had FX and systemic issues on the CV side of which we move past, but at the end of the day this is a great company. It's a great company because it starts with great people. That's not a sales pitch that is just the facts as I see it.

And I've been doing this for a while now. I've been a CEO for almost a decade in this business. So, I'm extremely excited about this company. I'm excited about working with you and thank you for your support..

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