8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2009

Dana Holding Corporation

(Exact name of registrant as specified in its charter)

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

4500 Dorr Street, Toledo, Ohio 43615
(Address of principal executive offices) (Zip Code)

(419) 535-4500
(Registrant’s telephone number, including area code)

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

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

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

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

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

Items 2.02 and 7.01 Results of Operations and Financial Condition and Regulation FD Disclosure

On August 6, 2009, Dana Holding Corporation (“Dana”) issued a news release announcing its results for the second quarter ended June 30, 2009. A copy of the press release and the presentation slides which will be discussed during Dana’s webcast and conference call to be held on Thursday, August 6, 2009 at 10:30 AM ET are attached hereto as Exhibits 99.1 and 99.2, respectively.

The information in this report (including Exhibits 99.1 and 99.2 hereto) is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished with this report.

Exhibit No.		Description
	99.1	Dana Holding Corporation Press Release dated August 6, 2009
	99.2	Presentation Slides

2

SIGNATURES

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

	DANA HOLDING CORPORATION
Date: August 6, 2009	By:	/s/ Marc S. Levin
		Name:	Marc S. Levin
		Title:	Senior Vice President, General Counsel and Secretary

3

Exhibit Index

Exhibit No.		Description
	99.1	Dana Holding Corporation Press Release dated August 6, 2009
	99.2	Presentation Slides

4

EX-99.1

Exhibit 99.1

Dana Holding Corporation Reports Second-Quarter 2009 Results

• Achieved break-even net income in the second quarter of 2009

• Reported quarterly EBITDA of $94 million despite a 49-percent decrease in sales from the same period last year

• Achieved second-quarter financial covenants

• Generated positive free cash flow of $73 million

• Reduced debt by 10 percent, primarily through market purchases at attractive prices

TOLEDO, Ohio — August 6, 2009 — Dana Holding Corporation (NYSE: DAN) today announced that it achieved break-even net income in the second quarter of 2009, compared to a loss of $122 million during the same period last year.

Earnings before interest, taxes, depreciation, amortization, and restructuring (EBITDA) was $94 million, compared with $164 million in 2008. Second-quarter sales were $1,190 million, a 49-percent decrease compared with sales of $2,333 million during the same period last year. The decrease was driven by lower vehicle production across all market segments, most notably within the off-highway sector.

At June 30, 2009, cash balances remained solid at $553 million, with total available liquidity of $664 million. Net debt was $546 million.

Cost Savings, Operational Improvements Continue Amid Difficult Markets

“Our second-quarter revenues reflected the continued weak demand in all three of our market segments,” said Dana Executive Chairman John Devine. “Despite this difficult environment, our aggressive efforts to resize our organization, implement permanent structural improvements, and address pricing continued to take hold. These actions resulted in substantial profit and cash flow improvements compared to the prior quarter, despite slightly lower sales.”

During the quarter, Dana reduced its global workforce by approximately 1,400 employees, bringing its total year-to-date reduction to approximately 6,200. The workforce reductions include both actions to align the organization to reduced volume levels, as well as permanent, structural reductions to improve productivity and profitability.

The company achieved a first-half pricing improvement of $131 million, which includes the recovery of material cost increases. Other actions — primarily cost reductions — improved first-half EBITDA by $113 million.

Cash Generation Enables Debt Reduction

Dana generated positive free cash flow of $73 million for the second quarter, which was impacted considerably by improvements in working capital totaling $91 million. The majority of the cash generated was utilized to reduce debt levels. During the quarter, the company reduced debt by $129 million, or 10 percent. The debt reduction was achieved primarily through market purchases made at a discount to par.

“The positive cash flow generated in the second quarter enabled us to reduce debt levels and interest expense at an attractive price, and strengthened our debt position moving forward,” said Chief Financial Officer Jim Yost. “Even without the benefit of the debt repurchase, we would have achieved our debt covenants.”

Six-Month Results

Sales for the six months ended June 30, 2009, were $2,406 million, which compares with $4,645 million for the same period in 2008. For the first half of 2009, the company reported a net loss of $157 million compared with income of $537 million for the same period in 2008. The six-month 2008 results include a net gain of $754 million recognized in connection with the company’s emergence from bankruptcy and application of fresh start accounting. EBITDA for the first six months of 2009 was $110 million, compared with EBITDA of $298 million during the same period in 2008.

James E. Sweetnam Named President & CEO

On May 27, Dana announced the appointment of James E. Sweetnam, former president of Eaton Corporation’s global Truck Group, as President and Chief Executive Officer. Sweetnam was appointed to Dana’s Board of Directors on July 1.

“We’ve been delighted to welcome Jim to the Dana team,” Devine said. “Adding a leader of Jim’s caliber bolsters an already solid team of managers and employees across our global organization who are making meaningful strides, even in the face of today’s industry headwinds.” he added. “Collectively, we’re reshaping Dana into a company that will be well-positioned to succeed as our markets recover.”

*                                          *                                          *

Dana to Host Second-Quarter Conference Call at 10:30 a.m. Today
Dana will discuss its second-quarter results in a conference call at 10:30 a.m. EDT today. Participants may listen to the audio portion of the conference call either through audio streaming online or by telephone. Slide viewing is only available online via a link provided on the Dana Investor Web site. To dial into the conference call, domestic locations should call 1-888-311-4590 (Conference I.D. # 19149740). International locations should call 1-706-758-0054 (Conference I.D. # 19149740). Please ask for the Dana Holding Corporation Financial Webcast and Conference Call. Phone registration will be available beginning at 10 a.m. EDT. An audio recording of the call will be available after 5 p.m. To access this recording, please dial 1-800-642-1687 (U.S. or Canada) or 1-706-645-9291 (international) and enter the conference I.D. number 19149740. A webcast replay will also be available after 5 p.m. today, and may be accessed via the Dana Investor Web site.

2

Non-GAAP Measures

In connection with Dana’s emergence from bankruptcy on January 31, 2008, and the application of fresh start accounting in accordance with the provisions of the American Institute of Certified Public Accountants’ Statement of Position 90-7, the post-emergence results of the successor company for the five months ended June 30, 2008 and the pre-emergence results of the predecessor company for the one month ended January 31, 2008 are presented separately as successor and predecessor results in the financial statements presented in accordance with generally accepted accounting principles (GAAP). This presentation is required by GAAP as the successor company is considered to be a new entity and the results of the new entity reflect the application of fresh start accounting. For the readers’ convenience and interest in this earnings release, we have combined the separate successor and predecessor periods to derive combined results for the six months ended June 30, 2008. The financial information accompanying this release provides the separate successor and predecessor GAAP results for the applicable periods, along with the combined results described above for the two periods of 2008.

This release refers to EBITDA, which we’ve defined to be earnings before interest, taxes, depreciation, amortization and restructuring. EBITDA is a non-GAAP financial measure, and the measure currently being used by Dana as the primary measure of its reportable operating segment performance. EBITDA was selected as the primary measure for operating segment performance as well as a relevant measure of Dana’s overall performance given the enhanced comparability and usefulness after application of fresh start accounting. The most significant impact to Dana’s ongoing results of operations as a result of applying fresh start accounting is higher depreciation and amortization.

By using EBITDA, which is a performance measure that excludes depreciation and amortization, the comparability of results is enhanced. Management also believes that EBITDA is an important measure since the financial covenants of our primary debt agreements are EBITDA-based, and our management incentive performance programs are based, in part, on EBITDA. Because it is a non-GAAP measure, EBITDA should not be considered a substitute for net income or other reported results prepared in accordance with GAAP. The financial information accompanying this release provides a reconciliation of EBITDA for the periods presented to the reported income (loss) from continuing operations before income taxes, which is a GAAP measure.

Forward-Looking Statements

Certain statements and projections contained in this news release are, by their nature, forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations, estimates and projections about our industry and business, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.

3

Dana’s Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss important risk factors that could affect our business, results of operations and financial condition. The forward-looking statements in this news release speak only as of this date. Dana does not undertake any obligation to revise or update publicly any forward-looking statement for any reason.

About Dana Holding Corporation

Dana is a world leader in the supply of axles; driveshafts; and structural, sealing, and thermal-management products; as well as genuine service parts. The company’s customer base includes virtually every major vehicle manufacturer in the global automotive, commercial vehicle, and off-highway markets. Based in Toledo, Ohio, the company employs approximately 22,500 people in 26 countries and reported 2008 sales of $8.1 billion. For more information, please visit: www.dana.com.

Investor Contact	Media Contact
Lillian Etzkorn: 419.535.4631	Chuck Hartlage: 419.535.4728

# # #

4

DANA HOLDING CORPORATION
Consolidated Statement of Operations (Unaudited)
For the Three Months Ended June 30, 2009 and 2008

	Three Months Ended
	June 30,			June 30,
(In millions, except per share amounts)	2009			2008
Net sales	$	1,190		$	2,333
Costs and expenses
Cost of sales		1,128			2,188
Selling, general and administrative expenses		59			84
Amortization of intangibles		18			19
Realignment charges, net		29			40
Impairment of goodwill					75
Impairment of intangible assets		6			7
Other income, net		61			20
Income (loss) from continuing operations before interest, reorganization items and income taxes		11			(60	)
Interest expense		37			35
Reorganization items		(3	)		12
Loss from continuing operations before income taxes		(23	)		(107	)
Income tax benefit (expense)		21			(12	)
Equity in earnings of affiliates		(1	)		2
Loss from continuing operations		(3	)		(117	)
Loss from discontinued operations					(2	)
Net loss		(3	)		(119	)
Less: Net income (loss) attributable to noncontrolling interests		(3	)		3
Net income (loss) attributable to the parent company		—			(122	)
Preferred stock dividend requirements		8			8
Net loss available to common stockholders	$	(8	)	$	(130	)
Loss per share from continuing operations attributable to parent company stockholders:
Basic	$	(0.08	)	$	(1.27	)
Diluted	$	(0.08	)	$	(1.27	)
Loss per share from discontinued operations attributable to parent company stockholders:
Basic	$	—		$	(0.01	)
Diluted	$	—		$	(0.01	)
Net loss per share attributable to parent company stockholders:
Basic	$	(0.08	)	$	(1.28	)
Diluted	$	(0.08	)	$	(1.28	)
Average common shares outstanding Basic		100			100
Diluted		100			100

page 1 of 9

DANA HOLDING CORPORATION
Consolidated Statement of Operations (Unaudited)
For the Six Months Ended June 30, 2009 and 2008

	Dana			Combined (1)			Dana			Prior Dana
	Six Months			Six Months			Five Months			One Month
	Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			January 31,
(In millions, except per share amounts)	2009			2008			2008			2008
Net sales	$	2,406		$	4,645		$	3,894		$	751
Costs and expenses
Cost of sales		2,361			4,393			3,691			702
Selling, general and administrative expenses		134			183			149			34
Amortization of intangibles		35			31			31
Realignment charges, net		79			57			45			12
Impairment of goodwill					75			75
Impairment of intangible assets		6			7			7
Other income, net		90			60			52			8
Income (loss) from continuing operations before interest, reorganization items and income taxes		(119	)		(41	)		(52	)		11
Interest expense (contractual interest of $17 for the one month ended January 31, 2008)		72			70			62			8
Reorganization items		(2	)		119			21			98
Fresh start accounting adjustments					1,009						1,009
Income (loss) from continuing operations before income taxes		(189	)		779			(135	)		914
Income tax benefit (expense)		30			(231	)		(32	)		(199	)
Equity in earnings of affiliates		(4	)		5			3			2
Income (loss) from continuing operations		(163	)		553			(164	)		717
Loss from discontinued operations					(9	)		(3	)		(6	)
Net income (loss)		(163	)		544			(167	)		711
Less: Net income (loss) attributable to noncontrolling interests		(6	)		7			5			2
Net income (loss) attributable to the parent company		(157	)		537			(172	)		709
Preferred stock dividend requirements		16			13			13
Net income (loss) available to common stockholders	$	(173	)	$	524		$	(185	)	$	709
Income (loss) per share from continuing operations attributable to parent company stockholders:
Basic	$	(1.72	)				$	(1.81	)	$	4.77
Diluted	$	(1.72	)				$	(1.81	)	$	4.75
Loss per share from discontinued operations attributable to parent company stockholders:
Basic	$	—					$	(0.02	)	$	(0.04	)
Diluted	$	—					$	(0.02	)	$	(0.04	)
Net income (loss) per share attributable to parent company stockholders:
Basic	$	(1.72	)				$	(1.83	)	$	4.73
Diluted	$	(1.72	)				$	(1.83	)	$	4.71
Average common shares outstanding Basic		100						100			150
Diluted		100						100			150

(1) See “Non-GAAP Measures” in body of press release for comments regarding the presentation of combined information for the six months ended June 30, 2008.

DANA HOLDING CORPORATION
Consolidated Balance Sheet (Unaudited)
As of June 30, 2009 and December 31, 2008

	June 30,			December 31,
(In millions, except per share amounts)	2009			2008
Assets
Current assets
Cash and cash equivalents	$	553		$	777
Accounts receivable
Trade, less allowance for doubtful accounts of $21 in 2009 and $23 in 2008		789			827
Other		198			170
Inventories
Raw materials		318			394
Work in process and finished goods		389			521
Other current assets		82			58
Total current assets		2,329			2,747
Goodwill		109			108
Intangibles		521			569
Investments and other assets		206			207
Investments in affiliates		133			135
Property, plant and equipment, net		1,762			1,841
Total assets	$	5,060		$	5,607
Liabilities and equity
Current liabilities
Notes payable, including current portion of long-term debt	$	30		$	70
Financial obligation related to GM supplier program					11
Accounts payable		573			824
Accrued payroll and employee benefits		121			120
Accrued realignment costs		39			65
Taxes on income		65			93
Other accrued liabilities		287			274
Total current liabilities		1,126			1,446
Long-term debt		1,069			1,181
Deferred employee benefits and other non-current liabilities		855			845
Commitments and contingencies
Total liabilities		3,050			3,472
Parent company stockholders’ equity
Preferred stock, 50,000,000 shares authorized
Series A, $0.01 par value, 2,500,000 issued and outstanding		242			242
Series B, $0.01 par value, 5,400,000 issued and outstanding		529			529
Common stock, $.01 par value, 450,000,000 authorized, 100,104,605 issued and outstanding		1			1
Additional paid-in capital		2,325			2,321
Accumulated deficit		(879	)		(706	)
Accumulated other comprehensive loss		(308	)		(359	)
Total parent company stockholders’ equity		1,910			2,028
Noncontrolling interests		100			107
Total equity		2,010			2,135
Total liabilities and equity	$	5,060		$	5,607

page 3 of 9

DANA HOLDING CORPORATION
Consolidated Statement of Cash Flows (Unaudited)
For the Three Months Ended June 30, 2009 and 2008

	Three Months Ended
	June 30,			June 30,
(In millions)	2009			2008
Cash flows — operating activities
Net loss	$	(3	)	$	(119	)
Depreciation		79			73
Amortization of intangibles		21			23
Amortization of inventory valuation					4
Amortization of deferred financing charges and original issue discount		11			7
Impairment of goodwill and other intangible assets		6			82
Deferred income taxes		(13	)		(15	)
Gain on extinguishment of debt					(40	)
Reorganization:
Payment of claims (1)					(9	)
Reorganization items net of cash payments		(3	)		(5	)
Pension — contributions in excess of expense		(4	)		(16	)
Change in working capital		77			35
Other, net		(34	)		16
Net cash flows provided by operating activities (1)		97			76
Cash flows — investing activities
Purchases of property, plant and equipment (1)		(24	)		(47	)
Proceeds from sale of businesses and assets					2
Other					(12	)
Net cash flows used in investing activities		(22	)		(59	)
Cash flows — financing activities
Net change in short-term debt		(11	)		(81	)
Deferred financing payments		(1	)		(1	)
Proceeds from long-term debt					3
Reduction of long-term debt		(79	)		(3	)
Preferred dividends paid					(11	)
Other		(4	)		(7	)
Net cash flows used in financing activities		(92	)		(103	)
Net decrease in cash and cash equivalents		(17	)		(86	)
Cash and cash equivalents — beginning of period		549			1,283
Effect of exchange rate changes on cash balances		21			(6	)
Cash and cash equivalents — end of period	$	553		$	1,191

(1) Free cash flow of $73 in 2009 and $38 in 2008 is the sum of net cash provided by (used in) operating activities (excluding claims payments) reduced by the purchases of property, plant and equipment.

page 4 of 9

DANA HOLDING CORPORATION
Consolidated Statement of Cash Flows (Unaudited)
For the Six Months Ended June 30, 2009 and 2008

	Dana			Combined (1)			Dana			Prior Dana
	Six Months			Six Months			Five Months			One Month
	Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			January 31,
(In millions)	2009			2008			2008			2008
Cash flows — operating activities
Net income (loss)	$	(163	)	$	544		$	(167	)	$	711
Depreciation		152			142			120			23
Amortization of intangibles		42			38			38
Amortization of inventory valuation					49			49
Amortization of deferred financing charges and original issue discount		18			11			11
Impairment of goodwill and other intangible assets		6			82			82
Deferred income taxes		(26	)		174			(17	)		191
Gain on extinguishment of debt		(40	)
Reorganization:
Gain on settlement of liabilities subject to compromise					(27	)					(27	)
Payment of claims (2)					(97	)		(97	)
Reorganization items net of cash payments		(4	)		56			(23	)		79
Fresh start adjustments					(1,009	)					(1,009	)
Payments to VEBAs (2)					(788	)		(733	)		(55	)
Pension — contributions in excess of expense		(5	)		(22	)		(22	)
Loss (gain) on sale of businesses and assets		(1	)		8			1			7
Change in working capital		(35	)		(154	)		(93	)		(61	)
Other, net		(21	)		20						19
Net cash flows used in operating activities (2)		(77	)		(973	)		(851	)		(122	)
Cash flows — investing activities
Purchases of property, plant and equipment (2)		(54	)		(92	)		(76	)		(16	)
Proceeds from sale of businesses and assets		2			5						5
Change in restricted cash					93						93
Other					(9	)		(4	)		(5	)
Net cash flows provided by (used in) investing activities		(52	)		(3	)		(80	)		77
Cash flows — financing activities
Net change in short-term debt		(35	)		(106	)		(88	)		(18	)
Advance received on corporate facility sale		11
Proceeds from Exit Facility debt					1,430			80			1,350
Deferred financing payments		(1	)		(40	)		(1	)		(40	)
Proceeds from long-term debt		3
Reduction of long-term debt		(82	)		(7	)		(7	)
Preferred dividends paid					(11	)		(11	)
Repayment of debtor-in-possession facility					(900	)					(900	)
Payment of DCC Medium Term Notes					(136	)					(136	)
Original issue discount payment					(114	)					(114	)
Issuance of Series A and Series B preferred stock					771						771
Other		(2	)		(14	)		(12	)		(1	)
Net cash flows provided by (used in) financing activities		(106	)		873			(39	)		912
Net increase (decrease) in cash and cash equivalents		(235	)		(103	)		(970	)		867
Cash and cash equivalents — beginning of period		777			1,271			2,147			1,271
Effect of exchange rate changes on cash balances		11			19			14			5
Net change in cash of discontinued operations					4						4
Cash and cash equivalents — end of period	$	553		$	1,191		$	1,191		$	2,147

(1)	See “Non-GAAP Measures” in body of press release for comments regarding the presentation of combined information for the six months ended June 30, 2008.
(2)	Free cash flow of ($131) in 2009 and ($180) in 2008 is the sum of net cash provided by (used in) operating activities (excluding claims payments) reduced by the purchases of property, plant and equipment.

page 5 of 9

DANA HOLDING CORPORATION
Segment Sales & EBITDA
For the Three Months Ended June 30, 2009 and 2008

	Three Months Ended
	June 30,			June 30,
(In millions)	2009			2008
Sales
Light Vehicle Driveline	$	455		$	844
Sealing		120			201
Thermal		42			77
Structures		129			255
Commercial Vehicle		250			441
Off-Highway		194			513
Other					2
Total Sales	$	1,190		$	2,333
EBITDA
Light Vehicle Driveline	$	40		$	49
Sealing		2			23
Thermal		(1	)		3
Structures		1			26
Commercial Vehicle		21			24
Off-Highway		5			47
Segment EBITDA		68			172
Shared services and administrative		(5	)		(7	)
Other income (expense), net		33			1
Foreign exchange not in segments		(2	)		(2	)
EBITDA	$	94		$	164

page 6 of 9

DANA HOLDING CORPORATION
Segment Sales & EBITDA
For the Six Months Ended June 30, 2009 and 2008

	Dana			Combined (1)			Dana			Prior Dana
	Six Months			Six Months			Five Months			One Month
	Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			January 31,
(In millions)	2009			2008			2008			2008
Sales
Light Vehicle Driveline	$	879		$	1,705		$	1,424		$	281
Sealing		237			396			332			64
Thermal		81			157			129			28
Structures		246			525			435			90
Commercial Vehicle		507			846			716			130
Off-Highway		456			1,012			855			157
Other					4			3			1
Total Sales	$	2,406		$	4,645		$	3,894		$	751
EBITDA
Light Vehicle Driveline	$	33		$	86		$	76		$	10
Sealing					42			36			6
Thermal					9			6			3
Structures		9			44			40			4
Commercial Vehicle		27			46			40			6
Off-Highway		16			89			75			14
Segment EBITDA		85			316			273			43
Shared services and administrative		(10	)		(13	)		(10	)		(3	)
Other income (expense), net		32			(5	)		(3	)		(2	)
Foreign exchange not in segments		3
EBITDA	$	110		$	298		$	260		$	38

(1) See “Non-GAAP Measures” in body of press release for comments regarding the presentation of combined information for the six months ended June 30, 2008.

page 7 of 9

DANA HOLDING CORPORATION
Segment EBITDA Reconciliation (Unaudited)
Reconciliation of Segment EBITDA to Income (Loss)
from Continuing Operations Before Income Taxes
For the Three Months Ended June 30, 2009 and 2008

	Three Months Ended
	June 30,			June 30,
(In millions)	2009			2008
Segment EBITDA	$	68		$	172
Shared services and administrative		(5	)		(7	)
Other income, net		33			1
Foreign exchange not in segments		(2	)		(2	)
EBITDA		94			164
Depreciation		(79	)		(72	)
Amortization		(21	)		(27	)
Realignment		(29	)		(40	)
DCC EBIT					(3	)
Impairment		(6	)		(82	)
Reorganization items, net		3			(12	)
Gain on extinguishment of debt		40
Strategic transaction expenses		(1	)		(3	)
Loss on sale of assets, net					(2	)
Stock compensation expense		(2	)		(3	)
Foreign exchange on intercompany loans
and market value adjustments on hedges		9			(6	)
Interest expense		(37	)		(35	)
Interest income		6			14
Loss from continuing operations before income taxes	$	(23	)	$	(107	)

page 8 of 9

DANA HOLDING CORPORATION
Segment EBITDA Reconciliation (Unaudited)
Reconciliation of Segment EBITDA to Income (Loss)
from Continuing Operations Before Income Taxes
For the Six Months Ended June 30, 2009 and 2008

	Dana			Combined (1)			Dana			Prior Dana
	Six Months			Six Months			Five Months			One Month
	Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			January 31,
(In millions)	2009			2008			2008			2008
Segment EBITDA	$	85		$	316		$	273		$	43
Shared services and administrative		(10	)		(13	)		(10	)		(3	)
Other income (expense), net		32			(5	)		(3	)		(2	)
Foreign exchange not in segments		3
EBITDA		110			298			260			38
Depreciation		(152	)		(142	)		(119	)		(23	)
Amortization		(42	)		(87	)		(87	)
Realignment		(79	)		(57	)		(45	)		(12	)
DCC EBIT					(3	)		(3	)
Impairment		(6	)		(82	)		(82	)
Reorganization items, net		2			(119	)		(21	)		(98	)
Gain on extinguishment of debt		40
Strategic transaction expenses		(2	)		(3	)		(3	)
Loss on sale of assets, net		(1	)		(2	)		(2	)
Stock compensation expense		(4	)		(3	)		(3	)
Foreign exchange on intercompany loans and market value adjustments on hedges		5			11			7			4
Interest expense		(72	)		(70	)		(62	)		(8	)
Interest income		12			29			25			4
Fresh start accounting adjustments					1,009						1,009
Income (loss) from continuing operations before income taxes	$	(189	)	$	779		$	(135	)	$	914

(1) See “Non-GAAP Measures” in body of press release for comments regarding the presentation of combined information for the six months ended June 30, 2008.

page 9 of 9

EX-99.2

Exhibit 99.2

August 6, 2009 Dana Holding Corporation Second Quarter 2009 Earnings Conference Call

To Print This Presentation ... Please visit: www.dana.com/investors

Safe Harbor Statement Certain statements and projections contained in this presentation are, by their nature, forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations, estimates and projections about our industry and business, management's beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward- looking statement. Dana's Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss important risk factors that could affect our business, results of operations and financial condition. The forward-looking statements in this presentation speak only as of this date. Dana does not undertake any obligation to revise or update publicly any forward-looking statement for any reason.

Agenda Introduction Lillian Etzkorn Senior Director - Investor Relations Update on Key Issues John Devine and Initiatives Chairman Jim Sweetnam President & CEO Quarterly Financial Jim Yost and Market Review Chief Financial Officer Jacqueline Dedo Senior Vice President - Strategy and Business Development Q&A Session All

Second Quarter Summary Results were improved compared with the first quarter - despite decline in revenue Good progress on right-sizing operations, cost reductions, and pricing Continued improvements in working capital and generated positive free cash flow Achieved second quarter financial covenants Adequate liquidity - reduced debt Managing well in an extremely volatile environment with the right management

Second Quarter Business Highlights Revenue continues to be weak - about flat with first quarter Global industry outlook mixed: Light vehicle market appears to be improving Commercial vehicle market decline has stabilized Off-Highway market continues to weaken Generating new business in all three product segments (light vehicle, commercial vehicle, and off-highway) Secured profitable new business (both replacement and incremental) during second quarter Successfully navigated GM and Chrysler restructurings with minimal impact

Second Quarter Business Highlights (con't) Global roll-out of Dana Operating System driving significant reduction in conversion costs: Achieved 30% management structure improvement $200+ million first-half inventory reduction Minimal supplier disruptions in volatile market Continued workforce reductions: Aligning organization to reduced volume levels Permanent structural reductions improving productivity and profitability Continue to pursue and win new profitable business while aggressively resizing the business

Quarterly Financial Review

Financial Summary ($ in Millions) See supplemental slides for comments regarding the presentation of non-GAAP measures and a reconciliation of EBITDA to income (loss) from continuing operations before income taxes and free cash flow to cash from (used by) operations. Q2 2009 Sales $ 1,190 $ ( 1,143 ) $ (26 ) EBITDA 94 (70 ) 78 Net Income attributable to Dana 0 122 157 Capital Spend (24 ) 23 6 Free Cash Flow 73 35 277 Actual vs. Q1 2009 vs. Q2 2008

2008 2009 Volume/Mix Pricing Currency 2333 1190.2 -1106 60 -97 ($1,143) Change in Sales (Q2 2009 vs. Q2 2008, $ in Millions)

Change in EBITDA (Q2 2009 vs. Q2 2008, $ in Millions) 2008 2009 Volume/Mix Currency Pricing Cost Saving/ Other 164 94 -205 -3 60 78 See supplemental slides for comments regarding the presentation of non-GAAP measures and a reconciliation of EBITDA to income (loss) from continuing operations before income taxes. ($70) Conversion Cost $35 Warranty 26 SG&A/Other 17 Environmental 12 Asbestos Liab. 6 Material (6 ) 2008 Pension (12 )

Change in EBITDA (Q2 2009 vs. Q1 2009, $ in Millions) Q1 Q2 Volume/Mix Currency Pricing Cost Saving/ Other 16 94 -10 -3 -11 102 See supplemental slides for comments regarding the presentation of non-GAAP measures and a reconciliation of EBITDA to income (loss) from continuing operations before income taxes. $78 Material $33 Conversion Cost 23 SG&A/Other 20 Environmental 12 Warranty 8 Asbestos Liab. 6

Change in EBITDA (First Half 2009 vs. First Half 2008, $ in Millions) 2008 2009 Volume/Mix Currency Pricing Cost Saving/ Other 298 110 -410 -22 131 113 See supplemental slides for comments regarding the presentation of non-GAAP measures and a reconciliation of EBITDA to income (loss) from continuing operations before income taxes. ($188) Conversion Cost $60 Warranty 33 SG&A/Other 29 Environmental 12 Asbestos 6 2008 Pension (12 ) Material (15 )

2nd Qtr 2008 2nd Qtr 2009 Sales 100 49 Flexible Operations 2nd Qtr 2008 2nd Qtr 2009 Sales 100 51 Worldwide Employment 34,900 22,500 51% Reduction REVENUE 49% Reduction DIRECT LABOR COST

Free Cash Flow ($ in Millions) 1 - The changes in working capital relating to interest, taxes, and realignment are included in those respective categories See supplemental slides for comments regarding the presentation of non-GAAP measures and a reconciliation of EBITDA to income (loss) from continuing operations before income taxes and free cash flow to cash from (used by) operations. Q2 2009 EBITDA $ 94 $ (70 ) $ 110 Working Capital 1 91 73 5 Capital Spend (24 ) 23 (54 ) Interest & Taxes (38 ) (13 ) (66 ) Realignment (31 ) 16 (99 ) Other (19 ) 6 (27 ) Free Cash Flow $ 73 $ 35 $ (131 ) Actual vs. 2008 First Half Memo:

Change in Working Capital ($ in Millions) Q2 2009 Accounts Receivable $ 57 $ (25 ) $ 39 Inventory 93 148 217 Accounts Payable (63 ) (59 ) (251 ) Other 4 9 0 Working Capital $ 91 $ 73 $ 5 Actual vs. 2008 First Half Memo:

Debt Reduction Total debt at $1,099 million, down $129 million Term loan reduced by $125 million, using cash of $77 million Reduced debt by 10% in the second quarter

Net Debt ($ in Millions) June 30, 2009 Net debt improved $133 million in the second quarter Cash - U.S. $ 236 International 317 Total Cash $ 553 Term Loan Facility $ 1,137 Less OID ( 72 ) All other debt 34 Total Debt $ 1,099 Net Debt $ 546

Global Liquidity ($ in Millions) June 30, 2009 Cash $ 553 Less: Deposits supporting obligations ( 41 ) Available cash $ 512 Additional cash availability from: Lines of credit (U.S. and Europe) 152 Total global liquidity $ 664

Global Vehicle Production Dana Forecasts (Units in 000s) North America Light Vehicle 12,650 8,000 - 8,700 Medium Truck 157 101 - 109 Heavy Truck 196 104 - 121 Europe (including E. Europe) Light Vehicle 21,260 16,300 - 17,100 Medium/Heavy Truck 749 338 - 392 South America Light Vehicle 3,800 3,100 - 3,440 Medium/Heavy Truck 173 119 - 126 Asia Pacific Light Vehicle 28,700 22,100 - 25,500 Medium/Heavy Truck 1,355 1,092 - 1,212 Off-Highway - Global Agricultural Equipment Baseline -35% to -40% Construction Equipment Baseline -70% to -75% SOURCE: IHS Global Insight, CSM Worldwide, Dana Estimates, ACT 2009 2008 Outlook

Net New Business (By Region, $ in Millions) 2009 2010 2011 2012 N.America 30.66 27.42 36.15 39.89 S.America 34.78 104.34 111.27 112.06 Asia 17.01 40.98 63.96 71.71 Europe 53.01 80.78 111.46 138.24 Total $M: 134 362 194 384 $1,074 Total Note: Cumulative business wins/losses for start of production 2008 and later expressed as incremental to base year 2008. As of June 30, 2009. Based on Quoted volumes

2009 Outlook Right-size Operations Improve Operations Plant Performance Pricing Improvement Align Operations to Volume Maintain Adequate Liquidity & EBITDA Global workforce reductions of more than 5,800 in 2009 +35% workforce reduction since 2007 Conversion cost improvement of $150M - $200M $160M - $250M $400M - $500M EBITDA higher than 2008 Capital expenditures of less than $150M Positive Free Cash Flow Actions on track Actions on track, could be influenced by market factors Dependent upon market factors Key: Outlook Plan

Summary Focus remains on achieving our 2009 plan: Right-size operations Improve profits and operational performance Maintain adequate liquidity and profits Continue strategic initiatives

Q&A Session

Supplemental Slides Non-GAAP Financial Information In connection with Dana's emergence from bankruptcy on January 31, 2008 and the application of fresh start accounting in accordance with the provisions of the American Institute of Certified Public Accountants' Statement of Position 90-7, the post-emergence results of the successor company for the five months ended June 30, 2008 and the pre-emergence results of the predecessor company for the one month ended January 31, 2008 are presented separately as successor and predecessor results in the financial statements presented in our Form 10- Q. This presentation is required by generally accepted accounting principles (GAAP) as the successor company is considered to be a new entity, and the results of the new entity reflect the application of fresh start accounting. For your convenience in viewing the accompanying slides, we have combined the separate successor and predecessor periods to derive combined results for the six months ended June 30, 2008. The following slides provide the separate successor and predecessor GAAP results for the applicable periods, along with the combined results described above for the six months of 2008. A number of slides refer to EBITDA, which we've defined to be earnings before interest, taxes, depreciation, amortization and restructuring. EBITDA is a non-GAAP financial measure, and the measure currently being used by Dana as the primary measure of its reportable operating segment performance. EBITDA was selected as the primary measure for operating segment performance as well as a relevant measure of Dana's overall performance given the enhanced comparability and usefulness after application of fresh start accounting. The most significant impact to Dana's ongoing results of operations as a result of applying fresh start accounting is higher depreciation and amortization. By using EBITDA, which is a performance measure that excludes depreciation and amortization, the comparability of results is enhanced. Management also believes that EBITDA is an important measure since the financial covenants of our primary debt agreements are EBITDA-based, and our management incentive performance programs are based, in part, on EBITDA. Because it is a non-GAAP measure, EBITDA should not be considered a substitute for net income or other reported results prepared in accordance with GAAP. Slides 33 and 34 provide a reconciliation of EBITDA for the periods presented to the reported income (loss) from continuing operations before income taxes, which is a GAAP measure.

27 (c) Dana Limited DANA HOLDING CORPORATION Consolidated Statement of Operations (Unaudited) For the Three Months Ended June 30, 2009 and 2008 (In millions, except per share amounts)

28 (c) Dana Limited DANA HOLDING CORPORATION Consolidated Statement of Operations (Unaudited) For the Six Months Ended June 30, 2009 and 2008 (In millions, except per share amounts)

29 (c) Dana Limited DANA HOLDING CORPORATION Consolidated Balance Sheet (Unaudited) As of June 30, 2009 and December 31, 2008 (In millions)

30 (c) Dana Limited DANA HOLDING CORPORATION Consolidated Statement of Cash Flows (Unaudited) For the Three Months Ended June 30, 2009 and 2008 (In millions)

31 (c) Dana Limited DANA HOLDING CORPORATION Consolidated Statement of Cash Flows (Unaudited) For the Six Months Ended June 30, 2009 and 2008 (In millions)

32 (c) Dana Limited DANA HOLDING CORPORATION Segment Sales & EBITDA For the Three Months Ended June 30, 2009 and 2008 (In millions)

33 (c) Dana Limited DANA HOLDING CORPORATION Segment Sales & EBITDA For the Six Months Ended June 30, 2009 and 2008 (In millions)

34 (c) Dana Limited DANA HOLDING CORPORATION Segment EBITDA Reconciliation (Unaudited) Reconciliation of Segment EBITDA to Income (Loss) from Continuing Operations Before Income Taxes For the Three Months Ended June 30, 2009 and 2008 (In millions)

35 (c) Dana Limited DANA HOLDING CORPORATION Segment EBITDA Reconciliation (Unaudited) Reconciliation of Segment EBITDA to Income (Loss) from Continuing Operations Before Income Taxes For the Six Months Ended June 30, 2009 and 2008 (In millions)