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): March 16, 2009

Dana Holding Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-1063	26-1531856
(State or other jurisdiction of incorporation)	(Commission File Number)	(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 quarter and year ended December 31, 2008. A copy of the press release and the presentation slides which will be discussed during Dana’s webcast and conference call scheduled for 10:30 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 March 16, 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: March 16, 2009	By:	/s/ Marc S. Levin
	Name:	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 March 16, 2009
99.2	Presentation Slides

4

EX-99.1

Exhibit 99.1

Dana Holding Corporation Reports 2008 Results

TOLEDO, Ohio – March 16, 2009 – Dana Holding Corporation (NYSE: DAN) today announced its full-year and fourth-quarter 2008 results.

Sales for the full-year 2008 were $8,095 million, down $626 million from $8,721 million in 2007. This decrease was driven primarily by sharply declining vehicle production levels in North America.

Including a one-time gain of $754 million related to emergence from Chapter 11 reorganization, net income was $18 million, compared with a net loss of $551 million for 2007. Earnings before interest, taxes, depreciation, amortization, and restructuring (EBITDA) for the full year were $301 million, compared with $450 million in 2007. The decline was due to significantly lower vehicle production, which was partially offset by margin improvements and cost reductions.

At year end, Dana had cash balances of $777 million and total liquidity of $866 million. Net debt was $474 million.

“We continue to respond to difficult market conditions through aggressive cost-reduction and efficiency actions, comprehensive operational restructuring, and being responsive to our customers,” said Chairman and CEO John Devine. “These are unprecedented times that make any projections uncertain. We believe we are taking the difficult actions necessary to survive in the current environment and compete over the long term. There can be no assurances, however, if the global economy deteriorates substantially beyond our planning assumptions.”

Three-Month Results

Sales for the fourth quarter of 2008 were $1,521 million, down $636 million, or 29 percent, from the prior year. Sales were impacted by both sharply declining North American vehicle production and unfavorable currency changes.

Fourth-quarter EBITDA was a negative $3 million, compared to $112 million for the same period in 2007. The impact of lower vehicle production drove the reduction in earnings. This decline was partially offset by higher pricing and cost savings from operational improvements.

Free cash flow was a negative $50 million for the fourth quarter, compared to $83 million for the prior-year period, primarily due to lower earnings for the quarter. Working capital was a source of $177 million of cash during the quarter, primarily due to lower production volumes. The cash balance at year end also reflects the repayment of $150 million of outstanding principal under the term loan facility to support an amendment to the company’s credit agreement.

Devine added, “We expect 2009 to be even more challenging than 2008, but we believe Dana is prepared with plans to continue re-sizing our operations, improve operational performance and margins, and maintain adequate liquidity and earnings.”

*                *                *

Dana to Host Fourth-Quarter Conference Call at 10:30 a.m. Today

Dana will discuss its full-year and fourth-quarter results in a conference call at 10:30 a.m. EDT today. Participants may listen via audio streaming online or telephone. Slide viewing and audio streaming are available via a link provided on the Dana Investor Web site – accessed through www.dana.com. Domestically, the call can be by joined by dialing 1-888-311-4590 (Conference I.D. 83216554); internationally, dial 1-706-758-0054 (Conference I.D. 83216554). Please ask for the Dana Quarterly Webcast and Conference Call. Phone registration will begin at 10 a.m. A recording of the call and a webcast replay will be available after 5 p.m. today via the Dana Investor Web site.

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 11 months ended December 31, 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 12 months ended December 31, 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 twelve months 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.

2

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.

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 29,000 people in 26 countries and reported 2008 sales of $8.1 billion. For more information, please visit: www.dana.com.

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

# # #

3

DANA HOLDING CORPORATION
Consolidated Statement of Operations (Unaudited)
For the Three Months Ended December 31, 2008 and 2007

	Three Months Ended
	December 31,
	Dana			Prior Dana
	2008			2007
Net sales	$	1,521		$	2,157
Costs and expenses
Cost of sales		1,548			2,030
Selling, general and administrative expenses		67			102
Amortization of intangibles		17
Realignment charges, net		53			46
Impairment of goodwill		(11	)		89
Impairment of assets		4
Other income, net		(1	)		54
Income (loss) from continuing operations before interest, reorganization items and income taxes		(158	)		(56	)
Interest expense (contractual interest of $54 for the three months ended December 31, 2007)		43			27
Reorganization items, net		3			102
Loss from continuing operations before income taxes		(204	)		(185	)
Income tax benefit (expense)		(51	)		(47	)
Equity in earnings of affiliates		(1	)		4
Loss from continuing operations		(256	)		(228	)
Loss from discontinued operations					(29	)
Net loss		(256	)		(257	)
Preferred stock dividend requirements		8
Net loss available to common stockholders	$	(264	)	$	(257	)
Net loss from continuing operations:
Basic	$	(2.64	)	$	(1.52	)
Diluted	$	(2.64	)	$	(1.52	)
Net loss from discontinued operations
Basic	$	—		$	(0.19	)
Diluted	$	—		$	(0.19	)
Net loss available to common stockholders
Basic	$	(2.64	)	$	(1.71	)
Diluted	$	(2.64	)	$	(1.71	)
Average common shares outstanding:
Basic		100			150
Diluted		100			150

DANA HOLDING CORPORATION
Consolidated Statement of Operations
For the Years Ended December 31, 2008 and 2007

	Dana			Prior Dana			Combined			Prior Dana
	Eleven Months			One Month			Year			Year
	Ended			Ended			Ended			Ended
	December 31			January 31,			December 31,			December 31,
	2008			2008			2008 (1)			2007
Net sales	$	7,344		$	751		$	8,095		$	8,721
Costs and expenses
Cost of sales		7,127			702			7,829			8,231
Selling, general and administrative expenses		303			34			337			365
Amortization of intangibles		66						66
Realignment charges, net		114			12			126			205
Impairment of goodwill		169						169			89
Impairment of assets		14						14
Other income, net		53			8			61			162
Income (loss) from continuing operations before interest, reorganization items and income taxes		(396	)		11			(385	)		(7	)
Interest expense (contractual interest of $17 for the one month ended January 31, 2008 and $213 for the twelve months ended December 31, 2007)		142			8			150			105
Reorganization items, net		25			98			123			275
Fresh start accounting adjustments					1,009			1,009
Income (loss) from continuing operations before income taxes		(563	)		914			351			(387	)
Income tax expense		(107	)		(199	)		(306	)		(62	)
Minority interests		(6	)		(2	)		(8	)		(10	)
Equity in earnings of affiliates		(11	)		2			(9	)		26
Income (loss) from continuing operations		(687	)		715			28			(433	)
Loss from discontinued operations		(4	)		(6	)		(10	)		(118	)
Net income (loss)		(691	)		709			18			(551	)
Preferred stock dividend requirements		29						29
Net income (loss) available to common stockholders	$	(720	)	$	709		$	(11	)	$	(551	)
Net income (loss) from continuing operations:
Basic	$	(7.16	)	$	4.77					$	(2.89	)
Diluted	$	(7.16	)	$	4.75					$	(2.89	)
Net loss from discontinued operations
Basic	$	(0.04	)	$	(0.04	)				$	(0.79	)
Diluted	$	(0.04	)	$	(0.04	)				$	(0.79	)
Net income (loss) available to common stockholders:
Basic	$	(7.20	)	$	4.73					$	(3.68	)
Diluted	$	(7.20	)	$	4.71					$	(3.68	)
Average common shares outstanding:
Basic		100			150						150
Diluted		100			150						150

(1) See “Non-GAAP Measures” in body of press release for comments regarding the presentation of combined information for the year ended December 31, 2008

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

	Dana			Prior Dana
	December 31,			December 31,
	2008			2007
Assets
Current assets
Cash and cash equivalents	$	777		$	1,271
Restricted cash					93
Accounts receivable
Trade, less allowance for doubtful accounts of $23 in 2008 and $20 in 2007		827			1,197
Other		170			295
Inventories		901			812
Assets of discontinued operations					24
Other current assets		58			100
Total current assets		2,733			3,792
Goodwill		108			349
Intangibles		569			1
Investments and other assets		207			348
Investments in affiliates		135			172
Property, plant and equipment, net		1,841			1,763
Total assets	$	5,593		$	6,425
Liabilities and stockholders’ equity (deficit)
Current liabilities
Notes payable, including current portion of long-term debt	$	70		$	283
Debtor-in-possession financing					900
Accounts payable		824			1,072
Accrued payroll and employee benefits		185			258
Liabilities of discontinued operations					9
Taxes on income		93			12
Other accrued liabilities		274			386
Total current liabilities		1,446			2,920
Liabilities subject to compromise					3,511
Deferred employee benefits and other non-current liabilities		845			662
Long-term debt		1,181			19
Minority interest in consolidated subsidiaries		107			95
Commitments and contingencies
Total liabilities		3,579			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, 100,099,188 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		2,321			202
Accumulated deficit		(720	)		(468	)
Accumulated other comprehensive loss		(359	)		(666	)
Total stockholders’ equity (deficit)		2,014			(782	)
Total liabilities and stockholders’ equity	$	5,593		$	6,425

DANA HOLDING CORPORATION
Consolidated Statement of Cash Flows (Unaudited)
For the Three Months Ended December 31, 2008 and 2007

	Three Months Ended
	Dana			Prior Dana
	December 31,			December 31,
	2008			2007
Cash flows — operating activities
Net loss	$	(256	)	$	(257	)
Depreciation		74			70
Amortization of intangibles		21
Amortization of deferred financing charges and original issue discount		7
Loss on repayment of debt		13
Impairment of goodwill, intangibles, investments and other assets		(7	)		128
Minority interest					10
Unremitted earnings of affiliates		1			(4	)
Deferred income taxes		36			(40	)
Reorganization items net of cash payments					95
Pension — contributions paid in excess of expense		(5	)
OPEB — cash paid in excess of expense		(2	)
Loss on sale of businesses and assets		5
Change in accounts receivable		409			225
Change in inventories		77			45
Change in accounts payable		(216	)		(75	)
Change in accrued payroll and employee benefits		(28	)		12
Change in accrued income taxes		(24	)		(86	)
Change in other current assets and liabilities, net		(41	)		85
Change in other non-current assets and liabilities, net		(28	)		(19	)
Net cash flows used in operating activities (1)		36			189
Cash flows — investing activities
Purchases of property, plant and equipment (1)		(86	)		(106	)
Proceeds from sale of businesses and assets		14			98
Change in restricted cash					(81	)
Other		(1	)		10
Net cash flows provided by (used in) investing activities		(73	)		(79	)
Cash flows — financing activities
Net change in short-term debt		4			79
Payment of DCC Medium Term Notes					(3	)
Deferred financing fees		(24	)
Repayment of Exit Facility debt		(153	)
Other		(4	)
Net cash flows provided by (used in) financing activities		(177	)		76
Net increase (decrease) in cash and cash equivalents		(214	)		186
Cash and cash equivalents — beginning of period		1,007			1,035
Effect of exchange rate changes on cash balances		(16	)		43
Net change in cash of discontinued operations					7
Cash and cash equivalents — end of period	$	777		$	1,271

(1) Free cash flow of ($50) in 2008 and $83 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.

DANA HOLDING CORPORATION
Consolidated Statement of Cash Flows
For the Twelve Months Ended December 30, 2008 and 2007

	Twelve Months Ended December 31, 2008
	Dana			Prior Dana			Combined			Prior Dana
	Eleven Months			One Month			Twelve Months			Twelve Months
	Ended			Ended			Ended			Ended
	December 31,			January 31,			December 31,			December 31,
	2008			2008			2008 (1)			2007
Cash flows — operating activities
Net income (loss)	$	(691	)	$	709		$	18		$	(551	)
Depreciation		269			23			292			279
Amortization of intangibles		81						81
Amortization of inventory valuation		15						15
Amortization of deferred financing charges and original issue discount		24						24
Loss on repayment of debt		13						13
Impairment of goodwill, intangibles, investments and other assets		183						183			131
Non-cash portion of U.K. pension charge											60
Minority interest		6			2			8			10
Unremitted earnings of affiliates		21			(4	)		17			(26	)
Deferred income taxes		22			191			213			(29	)
Reorganization:
Gain on settlement of liabilities subject to compromise					(27	)		(27	)
Payment of claims (2)		(100	)					(100	)
Reorganization items net of cash payments		(24	)		79			55			154
Fresh start adjustments					(1,009	)		(1,009	)
Payments to VEBAs (2)		(733	)		(55	)		(788	)		(27	)
Pension — contributions paid in excess of expense		(36	)		(2	)		(38	)
OPEB — cash paid in excess of expense					(2	)		(2	)		(71	)
Loss on sale of businesses and assets		6			7			13
Change in accounts receivable		512			(78	)		434			(23	)
Change in inventories		42			(28	)		14			(5	)
Change in accounts payable		(227	)		17			(210	)		110
Change in accrued payroll and employee benefits		(79	)		12			(67	)		10
Change in accrued income taxes		(40	)		(2	)		(42	)		(6	)
Change in other current assets and liabilities, net		(142	)		18			(124	)		(3	)
Change in other non-current assets and liabilities, net		(19	)		27			8			(65	)
Net cash flows used in operating activities (2)		(897	)		(122	)		(1,019	)		(52	)
Cash flows — investing activities
Purchases of property, plant and equipment (2)		(234	)		(16	)		(250	)		(254	)
Proceeds from sale of businesses and assets		14			5			19			609
Change in restricted cash					93			93			(78	)
Other		(1	)		(5	)		(6	)		71
Net cash flows provided by (used in) investing activities		(221	)		77			(144	)		348
Cash flows — financing activities
Proceeds from (repayment of) debtor-in-possession facility					(900	)		(900	)		200
Net change in short-term debt		(70	)		(18	)		(88	)		98
Payment of DCC Medium Term Notes					(136	)		(136	)		(132	)
Proceeds from Exit Facility debt		80			1,350			1,430
Original issue discount fees					(114	)		(114	)
Deferred financing fees		(26	)		(40	)		(66	)
Repayment of Exit Facility debt		(164	)					(164	)
Issuance of Series A and Series B preferred stock					771			771
Preferred dividends paid		(18	)					(18	)
Other		(9	)		(1	)		(10	)
Net cash flows provided by (used in) financing activities		(207	)		912			705			166
Net increase (decrease) in cash and cash equivalents		(1,325	)		867			(458	)		462
Cash and cash equivalents — beginning of period		2,147			1,271			1,271			704
Effect of exchange rate changes on cash balances		(45	)		5			(40	)		104
Net change in cash of discontinued operations					4			4			1
Cash and cash equivalents — end of period	$	777		$	2,147		$	777		$	1,271

(1)	See “Non-GAAP Measures” in body of press release for comments regarding the presentation of combined information for the twelve months ended December 31, 2008.
(2)	Free cash flow of ($381) in 2008 and ($279) 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.

DANA HOLDING CORPORATION
SEGMENT SALES AND EBITDA

	(Unaudited)
	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	Dana			Prior Dana			Combined			Prior Dana
	2008			2007			2008 (1)			2007
SALES
Light Axle	$	386		$	644		$	2,154		$	2,627
Driveshaft		205			316			1,179			1,200
Sealing		134			183			705			728
Thermal		42			72			259			293
Structures		159			263			876			1,069
Commercial Vehicle		249			285			1,187			1,235
Off-Highway		347			391			1,727			1,549
Other		(1	)		3			8			20
Total Sales	$	1,521		$	2,157		$	8,095		$	8,721
EBITDA
Light Axle	$	(2	)	$	30		$	71		$	106
Driveshaft		(5	)		28			108			104
Sealing		(3	)		19			61			73
Thermal		(2	)		3			8			21
Structures		(5	)		21			52			101
Commercial Vehicle		16			33			135			156
Off-Highway		(4	)		(4	)		(18	)		(27	)
Eliminations and other		5			15			33			62
Segment EBITDA					145			450			596
Shared services and administrative		(28	)		(25	)		(146	)		(143	)
Other expense, net		25			(4	)					3
Foreign exchange not in segments					(4	)		(3	)		(6	)
EBITDA	$	(3	)	$	112		$	301		$	450

(1) See “Non-GAAP Measures” in body of press release for comments regarding the presentation of combined information for the year ended December 31, 2008

DANA HOLDING CORPORATION
SEGMENT EBITDA AND FREE CASH FLOW RECONCILIATION (Unaudited)
Reconciliation of Segment EBITDA to Income (Loss)
from Continuing Operations Before Income Taxes

	Three Months Ended
	December 31,
	Dana			Prior Dana
	2008			2007
EBITDA		(3	)		112
Depreciation		(75	)		(70	)
Amortization		(21	)
Realignment		(53	)		(46	)
DCC EBIT					24
Goodwill impairment		11			(89	)
Impairment of investments and other assets		(4	)
Reorganization items, net		(3	)		(102	)
Loss on repayment of debt		(10	)
Strategic transaction expenses		(3	)
Loss on sale of assets, net		(3	)
Stock compensation expense		(2	)
Foreign exchange on intercompany loans and market value adjustments on hedges		(7	)
Interest expense		(43	)		(27	)
Interest income		12			13
Loss from continuing operations before income taxes	$	(204	)	$	(185	)
Operating cash flow	$	36		$	189
Purchases of property, plant and equipment		(86	)		(106	)
Free cash flow	$	(50	)	$	83

DANA HOLDING CORPORATION
SEGMENT EBITDA AND FREE CASH FLOW RECONCILIATION
Reconciliation of Segment EBITDA to Income (Loss)
from Continuing Operations Before Income Taxes

	Twelve Months Ended December 31, 2008
	Dana			Prior Dana			Combined			Prior Dana
	Eleven Months			One Month			Twelve Months			Twelve Months
	Ended			Ended			Ended			Ended
	December 31,			January 31,			December 31,			December 31,
	2008			2008			2008 (1)			2007
EBITDA	$	259		$	42		$	301		$	450
Depreciation		(269	)		(23	)		(292	)		(278	)
Amortization		(96	)					(96	)
Realignment		(114	)		(12	)		(126	)		(205	)
DCC EBIT		(2	)					(2	)		38
Goodwill impairment		(169	)					(169	)		(89	)
Impairment of investments and other assets		(14	)					(14	)
Reorganization items, net		(25	)		(98	)		(123	)		(275	)
Loss on repayment of debt		(10	)					(10	)
Strategic transaction expenses		(10	)					(10	)
Loss on sale of assets, net		(10	)					(10	)		(9	)
Stock compensation expense		(6	)					(6	)
Foreign exchange on intercompany loans and market value adjustments on hedges		(3	)					(3	)		44
Divestiture gains
Interest expense		(142	)		(8	)		(150	)		(105	)
Interest income		48			4			52			42
Fresh start accounting adjustments					1,009			1,009
Income (loss) from continuing operations before income taxes	$	(563	)	$	914		$	351		$	(387	)
Operating cash flow	$	(897	)	$	(122	)	$	(1,019	)	$	(52	)
Bankruptcy emergence payments		833			55			888			27
Purchases of property, plant and equipment		(234	)		(16	)		(250	)		(254	)
Free cash flow	$	(298	)	$	(83	)	$	(381	)	$	(279	)

(1) See “Non-GAAP Measures” in body of press release for comments regarding the presentation of combined information for the twelve months ended December 31, 2008.

EX-99.2

Exhibit 99.2

March 16, 2009 Dana Holding Corporation Fourth-Quarter & Full-Year 2008 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 Steve Superits Vice President - Investment Management & Investor Relations Update on Key Issues John Devine and Initiatives Chairman & CEO Quarterly Financial Review Jim Yost Chief Financial Officer Q&A Session All

2008 Priorities Rebuild the Team Achieved Jump Start Operations Achieved Strategic Issues Continuing Financial Performance & Plans Partial

Aggressive 2009 Plan Right-size operations to new volumes Improve profits and operations Plant performance/reduce fixed costs Margin improvements Maintain adequate liquidity and profits Continue strategic initiatives Current portfolio New opportunities

Quarterly Financial Review

Financial Summary ($ in Millions) Actual vs. 2007 Actual vs. 2007 Sales $ 1,521 $ (636) $ 8,095 $ (626) EBITDA (3) (115) 301 (149) Net income (loss) (256) 1 18 569 Capital spend (86) 20 (250) 4 Free cash flow (50) (133) (381) (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 and free cash flow to cash from (used by) operations. Q4 2008 FY 2008 2008 Net income includes a net gain of $754 million recognized in connection with the company's emergence from bankruptcy and application of "Fresh Start" accounting in January 2008.

Change in Sales (4Q 2008 vs. 2007, $ in Millions) 2007 2008 Volume/Mix Margins Currency 2157 1521 -596 66 -106 ($636)

Change in Sales (FY 2008 vs. 2007, $ in Millions) 2007 2008 Volume/Mix Margins Currency 8721 8095 -1022 140 256 ($626) $8,095 $8,721 ($1,022) $256 $140

Change in EBITDA (4Q 2008 vs. 2007, $ in Millions) 2007 2008 Volume/Mix Steel Cost Margins Cost Saving/ Ops. Improv. 112 -3 -136 -60 66 15 ($136) ($60) $15 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. $66 ($3) $112 ($115)

Change in EBITDA (FY 2008 vs. 2007, $ in Millions) 2007 2008 Volume/Mix Steel Cost Margins Cost Saving/ Ops. Improv. 450 301 -245 -167 140 123 ($245) ($167) $123 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. $140 $301 $450 ($149)

Free Cash Flow (12 Months, $ in Millions) Actual vs. 2007 Actual vs. 2007 EBITDA $ (3) $ (115) $ 301 $ (149) Working Capital 177 (29) 5 (78) Capital Spend (86) 20 (250) 4 Interest & Taxes (46) (16) (191) (37) Realignment (45) (12) (110) 77 Reorganization & Other (47) 19 (136) 81 Free Cash Flow $ (50) $ (133) $ (381) $ (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 and free cash flow to cash from (used by) operations. Q4 2008 FY 2008

Net Debt ($ in Millions) Cash - U.S. $ 336 International 441 Total cash 777 Term loan facility 1,266 Less OID (87) All other debt 72 Total debt 1,251 Net Debt $ 474 December 31, 2008

Global Liquidity ($ in Millions) Cash $ 777 Less: Deposits supporting obligations (76) Cash in less than wholly-owned subsidiaries (69) Available cash 632 Additional cash availability from: Lines of credit (U.S. and Europe) 212 Additional lines of credit supported by letters of credit from the Revolving Facility 22 Total global liquidity $ 866 December 31, 2008

Debt Maturity Profile ($ in Millions) Other Debt Term Loan 2009 4 19 2010 3 18 2011 3 18 2012 2 15 2013 1 14 2014 2 964 2015 0 239 No Significant Near-Term Maturities Note: Reflects $150 M term loan payment in 2008 964 239 19 18 18 15 14

U.S. Pension & OPEB Status Dana's U.S. pension liabilities frozen Plans are 92% funded at 12/31/08 Asset allocation at 12/31/08: 2008 portfolio return was -4.6% No cash contributions or expense projected in 2009 No retiree healthcare (VEBAs) U.S. and International Equities 17% Absolute Return 9% Long-duration Treasury Bonds 57% Cash 17% 100%

Dana Revenues by Customer Ford 0.17 GM 0.0584 Toyota 0.0538 Paccar 0.05 Navistar 0.04 Daimler 0.04 Volvo 0.0323 Nissan 0.03 Fiat 0.03 Chrysler LLC 0.0308 All Other 0.47 Ford GM Toyota Paccar Nissan Navistar Volvo Chrysler Fiat Daimler All Other 42% Non-Automotive F-150 F-250/350 Superduty Escape/Mariner/ Tribute Sequoia Tacoma Tundra Jeep Liberty/ Dodge Nitro Jeep Wrangler GMC Express/ Savana GM Corvette Cadillac CTS Titan/Armada KEY PLATFORMS

2009 Global Vehicle Production Dana Forecasts (Units in 000s) North America Light Vehicle 12,650 8,900 - 10,000 Medium Truck 157 135 - 150 Heavy Truck 196 145 - 161 Europe (including E. Europe) Light Vehicle 21,260 16,300 - 17,100 Medium/Heavy Truck 749 584 - 607 South America Light Vehicle 3,800 3,100 - 3,440 Medium/Heavy Truck 173 140 - 166 Asia Pacific Light Vehicle 28,700 22,100 - 25,500 Medium/Heavy Truck 1,355 1,195 - 1,280 Off-Highway - Global Agricultural Equipment -20% to -25% Construction Equipment -40% to -45% SOURCE: IHS Global Insight, CSM Worldwide, Dana Estimates, ACT (3/13/09) 2008 2009 (PLANNING RANGE)

2009 Plan Corporate Right-size Operations Improve Operations Plant Performance Margin Improvement Maintain Adequate Liquidity & EBITDA Financial Global workforce reductions of more than 5,800 in 2009 35% workforce reduction since 2007 Conversion cost savings of $150M - $200M $160M - $250M EBITDA higher than 2008 Capital expenditures of about $150M Positive free cash flow

Headcount Trend Analysis 2006 2007 2008 2009F N.A. 4478 4283 3779 2651 Total 8480 8232 7929 5967 Salary Headcount 2006 2007 2008 2009F N.A. 13880 13367 8887 6696 Total 26450 26728 20745 16882 Hourly Headcount Total Salary Down 30% N.A. Salary Down 41% Total Hourly Down 36% N.A. Hourly Down 52% People People Aggressively Right-sizing Workforce to New Production Realities

Net New Business Backlog By Region 2009 2010 2011 2012 2013 N.America 33.9 88.9 98.4 93.2 70.7 S.America -8.3 84.3 74.6 75.8 75.9 Asia 15.8 41 52.8 59 61.9 Europe 45.7 68.5 81 93.8 100.4 Note: Business wins/losses Jan.1, 2007 - November 30, 2008 expressed as incremental to base year 2008 Total $M: 385 302 230 389 $1,306 $ in Millions Total

Summary Good progress in 2008 despite difficult climate Plans in place to manage difficult 2009 Priority to improve profit and cash flow in 2009 Continue strategic and growth 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 11 months ended December 31, 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-K. 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 12 months ended December 31, 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 12 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 30-32 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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