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 7, 2008

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

Dana Holding Corporation (“Dana”) today issued a news release announcing its results for the second quarter ended June 30, 2008. A copy of the press release and the presentation slides which will be discussed during Dana’s webcast and conference call scheduled for 10:00 a.m. EDT today 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 7, 2008
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 7, 2008	By: Name:	/s/ Marc S. Levin Marc S. Levin
	Title:	Vice President, General Counsel and Secretary

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Exhibit Index

Exhibit No.	Description
99.1	Dana Holding Corporation Press Release dated August 7, 2008
99.2	Presentation Slides

4

EX-99.1

Exhibit 99.1

Dana Holding Corporation Reports Second-Quarter 2008 Results

TOLEDO, Ohio — August 7, 2008 — Dana Holding Corporation (NYSE: DAN) has announced its second-quarter 2008 results.

Second-quarter highlights include:

• Sales of $2,333 million, a 2-percent increase compared to 2007, primarily because of currency effects;

• Net loss of $140 million, including an $82 million non-cash impairment charge. This compares to a net loss of $133 million in the second quarter of 2007;

• Earnings before interest, taxes, depreciation, amortization, and restructuring (EBITDA) of $128 million, compared with $143 million in 2007;

• Strong cash balance of $1.2 billion and total liquidity of $1.6 billion at June 30, 2008; and

• Free cash flow of $38 million.

Dana Making Progress in Turnaround
“We are making progress in our turnaround despite unprecedented headwinds in North America,” said Executive Chairman John Devine. “The combination of much lower production volumes and higher steel costs has put considerable pressure on our 2008 operating results.

“But we are working to offset these challenges through pricing, additional restructuring, and cost reductions,” he added. “And we remain focused on our game plan to turn around Dana by rebuilding the management team, improving operations, tightening our strategic direction, and employing a strong balance sheet.”

Added Chief Executive Officer Gary Convis, “For the near term, we continue to scale our North American operations — through facility consolidations and workforce reductions — to reflect a market that’s very different than what was expected just six months ago. This will necessitate the reduction of approximately 3,000 positions over the course of 2008, including the planned reduction of 500 salaried positions announced last week. At the same time, we are experiencing modest employment growth in the markets where our business is performing better.

“Longer term, we’re picking up speed with introducing what is essentially a new way of managing our business, manufacturing our products, and measuring our performance worldwide,” he added. “The new Dana Operating System is already enabling our people to drive improved product quality, customer satisfaction, and financial performance.”

Business Highlights
Total EBITDA of $128 million in the second quarter was $15 million below 2007 results for the same period. This primarily reflected higher steel costs of $25 million (net of recovery actions), lower North American production of $22 million, unfavorable currency effects of $26 million, and reduced non-steel pricing of $6 million. These negative developments were partially offset by cost savings of $64 million.

At June 30, 2008, cash balances remained strong at $1.2 billion, with available global liquidity of $1.6 billion. Free cash flow was $38 million for the second quarter, which was largely achieved through reduced working capital of $69 million during the period.

Six-Month Results
Sales for the six months ended June 30, 2008 were $4,645 million which compares to $4,434 million for the same period in 2007. For the first six months of 2008, the company reported net income of $545 million compared to a net loss of $225 million for the same period in 2007. 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 in January.

EBITDA of $275 for the first six months of 2008 improved from the $247 million for the same period in 2007, as cost reduction actions initiated during the first half of 2008, combined with previously achieved annual cost savings and pricing improvements more than offset the earnings reduction attributable to lower North American production levels and higher steel costs.

* * *

Dana to Host Second-Quarter Conference Call at 10 a.m. Today
Dana will discuss its second-quarter results in a conference call at 10 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. # 55462661). International locations should call 1-706-758-0054 (Conference I.D. # 55462661). Please ask for the Dana Holding Corporation Financial Webcast and Conference Call. Phone registration will be available beginning at 9:30 a.m. 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 55462661. 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 first half 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.

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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, which collectively produce more than 70 million vehicles annually. Based in Toledo, Ohio, the company’s operations employ approximately 35,000 people in 26 countries and reported 2007 sales of $8.7 billion. For more information, please visit: www.dana.com.

Investor Contact	Media Contact
Karen Crawford: (419) 535-4635	Chuck Hartlage: (419) 535-4728

# # #

4

DANA HOLDING CORPORATION
Consolidated Statement of Operations (Unaudited)
For the Three Months Ended June 30, 2008 and 2007

	Three Months Ended
	June 30,
	Dana			Prior Dana
	2008			2007
Net sales	$	2,333		$	2,289
Costs and expenses
Cost of sales		2,206			2,141
Selling, general and administrative expenses		84			88
Amortization of intangibles		19
Realignment charges, net		40			134
Impairment of goodwill		75
Impairment of intangible assets		7
Other income, net		20			32
Loss from continuing operations before interest, reorganization items and income taxes		(78	)		(42	)
Interest expense (contractual interest of $17 for the one month ended January 31, 2008 and $55 for the three months ended June 30, 2007		35			28
Reorganization items, net		12			38
Loss from continuing operations before income taxes		(125	)		(108	)
Income tax expense		(12	)		(3	)
Minority interests		(3	)		(4	)
Equity in earnings of affiliates		2			10
Loss from continuing operations		(138	)		(105	)
Loss from discontinued operations		(2	)		(28	)
Net loss		(140	)		(133	)
Preferred stock dividend requirements		8
Net loss available to common stockholders	$	(148	)	$	(133	)
Net loss from continuing operations:
Basic	$	(1.46	)	$	(0.70	)
Diluted	$	(1.46	)	$	(0.70	)
Net loss from discontinued operations
Basic	$	(0.01	)	$	(0.19	)
Diluted	$	(0.01	)	$	(0.19	)
Net loss available to common stockholders
Basic	$	(1.47	)	$	(0.89	)
Diluted	$	(1.47	)	$	(0.89	)
Average common shares outstanding:
Basic		100			150
Diluted		160			150

5

DANA HOLDING CORPORATION
Consolidated Statement of Operations (Unaudited)
For the Six Months Ended June 30, 2008 and 2007

	Dana			Prior Dana			Combined			Prior Dana
	Five Months			One Month			Six Months			Six Months
	Ended			Ended			Ended			Ended
	June 30,			January 31,			June 30,			June 30,
	2008			2008			2008 (1)			2007
Net sales	$	3,894		$	751		$	4,645		$	4,434
Costs and expenses
Cost of sales		3,683			702			4,385			4,184
Selling, general and administrative expenses		149			34			183			184
Amortization of intangibles		31						31
Realignment charges, net		45			12			57			153
Impairment of goodwill		75						75
Impairment of intangible assets		7						7
Other income, net		52			8			60			78
Income (loss) from continuing operations before interest, reorganization items and income taxes		(44	)		11			(33	)		(9	)
Interest expense (contractual interest of $17 for the the one month ended January 31, 2008 and $105 for the six months ended June 30, 2007)		62			8			70			51
Reorganization items, net		21			98			119			75
Fresh start accounting adjustments					1,009			1,009
Income (loss) from continuing operations before income taxes		(127	)		914			787			(135	)
Income tax expense		(32	)		(199	)		(231	)		(18	)
Minority interests		(5	)		(2	)		(7	)		(6	)
Equity in earnings of affiliates		3			2			5			18
Income (loss) from continuing operations		(161	)		715			554			(141	)
Loss from discontinued operations		(3	)		(6	)		(9	)		(84	)
Net income (loss)		(164	)		709			545			(225	)
Preferred stock dividend requirements		13						13
Net income (loss) available to common stockholders	$	(177	)	$	709		$	532		$	(225	)
Net income (loss) from continuing operations:
Basic	$	(1.74	)	$	4.77					$	(0.94	)
Diluted	$	(1.74	)	$	4.75					$	(0.94	)
Net loss from discontinued operations
Basic	$	(0.02	)	$	(0.04	)				$	(0.56	)
Diluted	$	(0.02	)	$	(0.04	)				$	(0.56	)
Net income (loss) available to common stockholders:
Basic	$	(1.76	)	$	4.73					$	(1.50	)
Diluted	$	(1.76	)	$	4.71					$	(1.50	)
Average common shares outstanding:
Basic		100			150						150
Diluted		160			150						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

6

DANA HOLDING CORPORATION
Consolidated Balance Sheet (Unaudited)
At June 30, 2008 and December 31, 2007

	Dana			Prior Dana
	June 30,			December 31,
Assets	2008			2007
Current assets
Cash and cash equivalents	$	1,191		$	1,271
Restricted cash					93
Accounts receivable
Trade, less allowance for doubtful accounts of $21 in 2008 and $20 in 2007		1,431			1,197
Other		295			295
Inventories
Raw materials		401			331
Work in process and finished goods		640			481
Assets of discontinued operations					24
Other current assets		147			100
Total current assets		4,105			3,792
Goodwill		248			349
Intangibles		649			1
Investments and other assets		269			348
Investments in affiliates		172			172
Property, plant and equipment, net		2,039			1,763
Total assets	$	7,482		$	6,425
Liabilities and stockholders’ equity (deficit)
Current liabilities
Notes payable, including current portion of long-term debt	$	62		$	283
Debtor-in-possession financing					900
Accounts payable		1,203			1,072
Accrued payroll and employee benefits		265			258
Liabilities of discontinued operations					9
Taxes on income		160			12
Other accrued liabilities		501			418
Total current liabilities		2,191			2,952
Liabilities subject to compromise					3,511
Deferred employee benefits and other non-current liabilities		879			630
Long-term debt		1,318			19
Minority interest in consolidated subsidiaries		115			95
Commitments and contingencies
Total liabilities		4,503			7,207
Preferred stock, 50,000,000 shares authorized
Series A, $0.01 par value, 2,500,000 issued and outstanding		242
Series B, $0.01 par value, 5,400,000 issued and outstanding		529
Common stock, $.01 par value, 450,000,000 authorized, 99,735,387 issued and outstanding		1
Prior Dana common stock, $1.00 par value, 350,000,000 authorized, 150,245,250 issued and outstanding					150
Additional paid-in capital		2,310			202
Accumulated deficit		(177	)		(468	)
Accumulated other comprehensive income (loss)		74			(666	)
Total stockholders’ equity (deficit)		2,979			(782	)
Total liabilities and stockholders’ equity (deficit)	$	7,482		$	6,425

7

Consolidated Statement of Cash Flows (Unaudited)
For the Three Months Ended June 30, 2008 and 2007

	Three Months Ended
	Dana			Prior Dana
	June 30,			June 30,
	2008			2007
Cash flows — operating activities
Net income (loss)	$	(140	)	$	(133	)
Depreciation		72			69
Amortization of intangibles		23
Amortization of inventory valuation
Amortization of deferred financing charges and original issue discount		7
Impairment of goodwill and other intangible assets		82
Non-cash portion of U.K. pension charge					60
Minority interest		3			6
Reorganization:
Gain on settlement of liabilities subject to compromise
Payment of claims (1)		(9	)
Reorganization items net of cash payments		(5	)		(20	)
Fresh start adjustments
Payments to VEBAs					(27	)
Loss (gain) on sale of businesses and assets					(22	)
Change in working capital		69			(12	)
Other, net		(26	)		(56	)
Net cash flows provided by (used in) operating activities (1)		76			(135	)
Cash flows — investing activities
Purchases of property, plant and equipment (1)		(47	)		(55	)
Proceeds from sale of businesses and assets					93
Change in restricted cash					(88	)
Other		(12	)		40
Net cash flows provided by (used in) investing activities		(59	)		(10	)
Cash flows — financing activities
Proceeds from (repayment of) debtor-in-possession facility Net change in short-term debt		(81	)		(93	)
Payment of DCC Medium Term Notes Proceeds from Exit Facility debt Original issue discount fees Deferred financing fees		(1	)
Repayment of Exit Facility debt		(3	)
Issuance of Series A and Series B preferred stock Preferred dividends paid		(11	)
Other		(7	)		(2	)
Net cash flows provided by (used in) financing activities		(103	)		(95	)
Net increase (decrease) in cash and cash equivalents		(86	)		(240	)
Cash and cash equivalents — beginning of period		1,283			1,250
Effect of exchange rate changes on cash balances		(6	)		11
Net change in cash of discontinued operations					(5	)
Cash and cash equivalents — end of period	$	1,191		$	1,016

(1) Free cash flow of $38 in 2008 and $(190) in 2007 is the sum of net cash provided by (used in) operating activities (excluding claims payments) reduced by the purchases of property, plant and equipment.

8

DANA HOLDING CORPORATION
Consolidated Statement of Cash Flows (Unaudited)
For the Six Months Ended June 30, 2008 and 2007

	Six Months Ended June 30, 2008
	Dana			Prior Dana			Combined			Prior Dana
	Five Months			One Month			Six Months			Six Months
	Ended			Ended			Ended			Ended
	June 30,			January 31,			June 30,			June 30,
	2008			2008			2008 (1)			2007
Cash flows — operating activities
Net income (loss)	$	(164	)	$	709		$	545		$	(225	)
Depreciation		120			23			143			139
Amortization of intangibles		38						38
Amortization of inventory valuation		15						15
Amortization of deferred financing charges and original issue discount		11						11
Impairment of goodwill and other intangible assets		82						82
Non-cash portion of U.K. pension charge											60
Minority interest		5			2			7			6
Deferred income taxes		(17	)		191			174			(7	)
Reorganization:
Gain on settlement of liabilities subject to compromise					(27	)		(27	)
Payment of claims		(97	)					(97	)
Reorganization items net of cash payments		(23	)		79			56			7
Fresh start adjustments					(1,009	)		(1,009	)
Payments to VEBAs		(733	)		(55	)		(788	)		(27	)
Loss (gain) on sale of businesses and assets		1			7			8			(8	)
Change in working capital		(55	)		(61	)		(116	)		(64	)
Other, net		(34	)		19			(15	)		(33	)
Net cash flows provided by (used in) operating activities		(851	)		(122	)		(973	)		(152	)
Cash flows — investing activities
Purchases of property, plant and equipment		(76	)		(16	)		(92	)		(94	)
Proceeds from sale of businesses and assets					5			5			421
Change in restricted cash					93			93			(88	)
Other		(4	)		(5	)		(9	)		25
Net cash flows provided by (used in) investing activities		(80	)		77			(3	)		264
Cash flows — financing activities
Proceeds from (repayment of) debtor-in-possession facility					(900	)		(900	)		200
Net change in short-term debt		(88	)		(18	)		(106	)		(28	)
Payment of DCC Medium Term Notes					(136	)		(136	)
Proceeds from Exit Facility debt		80			1,350			1,430
Original issue discount fees					(114	)		(114	)
Deferred financing fees		(1	)		(40	)		(41	)
Repayment of Exit Facility debt		(7	)					(7	)
Issuance of Series A and Series B preferred stock					771			771
Preferred dividends paid		(11	)					(11	)
Other		(12	)		(1	)		(13	)		(2	)
Net cash flows provided by (used in) financing activities		(39	)		912			873			170
Net increase (decrease) in cash and cash equivalents		(970	)		867			(103	)		282
Cash and cash equivalents — beginning of period		2,147			1,271			1,271			704
Effect of exchange rate changes on cash balances		14			5			19			28
Net change in cash of discontinued operations					4			4			(13	)
Cash and cash equivalents — end of period	$	1,191		$	2,147		$	1,191		$	1,001

(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

9

DANA HOLDING CORPORATION
SEGMENT EBITDA RECONCILIATION (Unaudited)
Reconciliation of Segment EBITDA to Income (loss)
from Continuing Operations Before Income Taxes

	Three Months Ended
	June 30,
	Dana			Prior Dana
	2008			2007
ASG
Light Axle	$	32		$	35
Driveshaft		45			32
Sealing		26			22
Thermal		4			7
Structures		29			35
Eliminations and other					(10	)
Total ASG		136		$	121
HVSG
Commercial Vehicle		12			13
Off-Highway		50			46
Eliminations and other		(2	)		(2	)
Total HVSG		60			57
Total Segment EBITDA		196			178
Shared services and administrative		(36	)		(44	)
Other income (loss)		(24	)		(9	)
Foreign exchange not in segments		(8	)		18
EBITDA		128			143
Depreciation		(72	)		(69	)
Amortization		(23	)
Realignment		(40	)		(134	)
DCC EBIT		(3	)		9
Goodwill impairment		(75	)
Impairment of other intangible assets		(7	)
Reorganization items, net		(12	)		(38	)
Interest expense		(35	)		(28	)
Interest income		14			9
Loss from continuing operations before income taxes	$	(125	)	$	(108	)

10

DANA HOLDING CORPORATION
SEGMENT EBITDA RECONCILIATION (Unaudited)
Reconciliation of Segment EBITDA to Income (loss)
from Continuing Operations Before Income Taxes

	Six Months Ended June 30, 2008
	Dana			Prior Dana			Combined			Prior Dana
	Five Months			One Month			Six Months			Six Months
	Ended			Ended			Ended			Ended
	June 30,			January 31,			June 30,			June 30,
	2008			2008			2008 (1)			2007
ASG
Light Axle	$	52		$	8		$	60		$	47
Driveshaft		71			12			83			50
Sealing		41			7			48			40
Thermal		8			3			11			14
Structures		46			5			51			58
Eliminations and other		(5	)		(3	)		(8	)		(16	)
Total ASG	$	213		$	32		$	245		$	193
HVSG
Commercial Vehicle		23			4			27			30
Off-Highway		82			15			97			87
Eliminations and other		(4	)					(4	)		(4	)
Total HVSG		101			19			120			113
Segment EBITDA		314			51			365			306
Shared services and administrative		(67	)		(13	)		(80	)		(85	)
Other income		(21	)					(21	)		4
Foreign exchange not in segments		7			4			11			22
EBITDA		233			42			275			247
Depreciation		(120	)		(23	)		(143	)		(139	)
Amortization		(53	)					(53	)
Realignment		(45	)		(12	)		(57	)		(153	)
DCC EBIT		(2	)					(2	)		19
Goodwill impairment		(75	)					(75	)
Impairment of other intangible assets		(7	)					(7	)
Reorganization items, net		(21	)		(98	)		(119	)		(75	)
Interest expense		(62	)		(8	)		(70	)		(51	)
Interest income		25			4			29			17
Fresh start accounting adjustments					1,009			1,009
Income (loss) from continuing operations before income taxes	$	(127	)	$	914		$	787		$	(135	)

(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

11

EX-99.2

Exhibit 99.2

August 7, 2008 Dana Holding Corporation Second-Quarter 2008 Conference Call

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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 Steve Superits Vice President - Investment Management & Investor Relations Update on Key Issues John Devine Executive Chairman Quarterly Financial Review Jim Yost Chief Financial Officer Operational Excellence Update Gary Convis Chief Executive Officer Strategic Direction and John Devine Summary Q&A Session All

Update on Key Issues Progress on 2008 priorities despite significant headwinds Operational Continue to strengthen our management team Progress on fixing North American operations Strategic plan in place and progressing Financial: strong cash and balance sheet Profits hit by steel cost increases and lower North American volumes Light-truck production down sharply Class 5-8 truck demand also weaker than expected Steel prices have continued to increase 2008 response plans Pricing recovery on steel Address 'upside down' contracts Rightsize North American operations to new environment Additional cost-reduction actions

Steel Price Increases Continue Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2007 Actual 260 295 370 345 279 295 291 302 322 315 295 325 2008 YTD Actual 410 402 420 597 703 773 850 Prior 2008 Projection 312 312 312 312 312 312 312 312 312 312 312 312 Current 2H08 Projection 850 850 850 850 850 850 may 2008 projection 550 550 550 550 550 550 550 550 2008 Profit Impact ($ in Millions) 2008 Profit Impact ($ in Millions) 2008 Profit Impact ($ in Millions) 2008 Profit Impact ($ in Millions) 1H 2H* Total Steel Increase (42) (200) (242) Recovery 15 100 115 Net (27) (100) (127) Recovery 36% 50% 48% 2008 YTD Actual Initial 2008 Projection Current 2H08 Projection $850/Ton May Projection $550/Ton * Mid-point of estimated range. Scrap Steel $/Ton

Management Team Continue to attract talent to the organization Johnson Controls COO Keith Wandell joined Dana's Board of Directors Industry veteran Jim Yost (34 years at Ford and Hayes Lemmerz) joined as CFO Seven new senior operations leaders Experts at Toyota Production System and continuous-improvement processes and tools New vice president of engineering for Commercial Vehicle group

Quarterly Financial Review

2Q08 Highlights Financial Results EBITDA at $128 million - down $15 million from 2007 Net loss at $140 million, including $82 million impairment Free cash flow at $38 million Cost savings of $64 million vs. 2007 $1.2 billion cash; $1.6 billion liquidity Operational Improvement Actions Working capital reduction Manufacturing footprint and headcount initiatives Cash repatriation on track

2Q08 Summary ($ in Millions) 2008 2007 Change Sales $ 2,333 $ 2,289 $ 44 EBITDA 128 143 (15) Net loss (140) (133) (7) Capital spend 47 55 (8) Free cash flow 38 (190) 228 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.

Change in Sales (2Q 2008 vs. 2007, $ in millions) 2007 2008 Volume/Mix/Pricing Currency 2289 2333 -97 141 ($97)

Change in EBITDA (2Q 2008 vs. 2007, $ in Millions) 2007 2008 Currency Transaction Income Steel Cost* Volume/Mix Pricing* Cost Saving/ Ops. Improv. 143 128 -26 -25 -22 -6 64 ($22) ($6) ($25) ($26) 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. * Pricing recovery of $13 included in steel cost.

Segment Sales & Profit 2Q 2008 2008 2007 2008 2007 Light Axle $ 632 $ 716 $ 32 $ 35 Driveshaft 350 307 45 32 Structures 255 279 29 35 Sealing 201 190 26 22 Thermal 77 79 4 7 Commercial Vehicle 325 307 12 13 Off Highway 492 403 50 46 Other 1 8 (2) (12) Segment operations 2,333 2,289 196 178 Shared services & administration (36) (44) Foreign exchange income (loss) (8) 18 Other income (loss) (24) (9) EBITDA $128 $143 Segment EBITDA ($ in Millions) External Sales 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.

Net Debt ($ in Millions) Cash - U.S. $ 548 International 643 Total cash 1,191 Term loan facility 1,423 Less OID (107) All other debt 64 Total debt 1,380 Net Debt $ 189 June 30, 2008

Global Liquidity ($ in Millions) Cash $ 1,191 Less: Deposits supporting obligations (97) Cash in less than wholly-owned subsidiaries (63) Available cash 1,031 Additional cash availability from: Lines of credit (U.S. and Europe) 575 Additional lines of credit supported by letters of credit from the Revolving Facility 40 Total global liquidity $ 1,646 June 30, 2008

Operational Excellence Update

Patterned after the Toyota Production System Provide customers with highest quality parts and services at competitive prices Key elements Drive cost reductions Better enables our people to contribute to our success Achieve consistent quality, efficiency, and safety Continuous improvement, teamwork, and respect Transformational change within Dana Operational Excellence Dana Operating System (DOS)

Raw material Work-in- process Finished goods Premium freight Plant conversion cost / standard earned hours Utilities OSHA incidents Lost-time accidents Operational Excellence Key Performance Indicators (KPIs) Leading indicators of safety, quality, and cost performance Standard visual control and management system in place globally by Oct. 1 Transparency helps plant personnel understand and quickly attack problems Performance is reported on a regular cadence Safety Quality Efficiency Productivity Cost Inventory Product defects Scrap costs Equipment efficiency for highest constrained line Earned hours at standard / total hours worked

Operational Excellence Dana Operating System Notable results from first half 2008 vs. 2007: OSHA recordable incidents and lost-time accidents down 48% and 68%, respectively - great for team members and insurance costs Customer delivered quality has improved 18% - beating our internal target - 25 problems per million parts - for the first time and reducing rework costs Premium freight costs have dropped 54% In Lima, Ohio, production of heavy-duty driveshafts and service kits have increased significantly Achieved 15-30% productivity gains in DOS pilot areas

Operational Excellence Footprint and Workforce Changes Completing footprint changes begun in Chapter 11 Barrie, Ont., plant closure pulled up to October St. Marys, Ont., plant closure on schedule Equipment from plants being closed will support new business in South America and India Relocated heavy axle production in Mexico and India and leaner North American plants producing savings Closed Venezuelan foundry to cut costs and risk Other manufacturing footprint actions under review 3,000 hourly and salaried workforce reductions in North America in 2008

Strategic Direction and Summary

Strategic Direction Present Dana includes seven business lines Driveline, structural, and engine components Global businesses serve three markets - automotive, commercial truck, and off-highway Historically, businesses have been run independently with multiple processes Future Dana Focus on driveline products Continue to run the business based on three global markets Common business and operating processes

Strategic Direction Fix North American automotive business Either consolidate to reduce costs and generate cash Or downsize further to generate cash on lower volumes Leverage growth opportunities Automotive, primarily in Asia and South America Commercial truck, primarily in North America and Asia Off-highway in multiple global markets

Dana Revenues (1H08) North America 0.49 Europe 0.31 South America 0.12 Asia-Pacific 0.08 North America Europe South America Asia-Pacific Business Line Light Axle 0.27 Driveshaft 0.15 structures 0.11 sealing 0.09 thermal 0.03 cvs 0.14 oh 0.21 Sealing Thermal Structures Driveshaft Light Axle Commercial Vehicle Off-Highway Region

Dana Revenues by Customer (1H08) Ford 0.1948 GM 0.0584 Toyota 0.0538 Paccar 0.0438 Nissan 0.0353 Navistar 0.0323 Volvo 0.0323 Chrysler LLC 0.0308 Fiat 0.03 Daimler 0.0285 All Other 0.46 Ford GM Toyota Paccar Nissan Navistar Volvo Chrysler Fiat Daimler All Other

Summary High steel costs and depressed North American volumes expected to continue; for 2008, revenue outlook now $8.6-8.8 billion Near-term focus - offset steel costs and lower North American production volumes Steel recovery target is full recovery Rightsize North America automotive Resolve "upside down" contracts Additional cost reductions Continue to drive the 2008 priorities Complete rebuilding the management team Roll-out Operational Excellence Fix North American operations Execute strategic plan New business in growth markets Focus on earnings, cash flow and strong balance sheet

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 first 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 35 and 36 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.

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