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  • 1. Dana Holding Corporation 2008 Annual Report

2. Dana Holding Corporation is a world leader in the supply of axles; driveshafts; and structural, sealing, and thermal-management products; as well as genuine service parts. Our customer base includes virtually every major vehicle manufacturer in the global automotive, commercial vehicle, and off-highway markets. Based in Toledo, Ohio, Dana employs approximately 29,000 people in 26 countries and reported 2008 sales of $8.1 billion. 3. Dana Holding Corporation2008 Annual Report John M. Devine Chairman and Chief Executive Officer Dear Fellow Shareholder: We are in the middle of a deep global recession 2008The key elements of our 2009 plan include: was the most difficult year for the automotive industry in a More extensive right-sizing of operations and staff to generation and 2009 is proving to be even more so. While partially offset the volume decline. this environment presents considerable risks and challenges, Substantial reductions in fixed costs and margin Dana is focused on achieving an aggressive 2009 plan that improvements in our loss-generating and low-return positions us to survive the current environment and grow businesses. value over time. Strong focus on maintaining adequate liquidity and We began 2008 with emergence from Chapter 11profits to meet our financial covenants. reorganization in February. As the market deteriorated We are operating in unprecedented times that make any rapidly in the second half of the year, lower revenue and projections uncertain. But with a tough and realistic 2009 sharp increases in steel prices substantially reduced our plan and the strong capability and commitment of the profits and cash flow. Despite these pressures, we achieved entire Dana team, we believe we can achieve our 2009 a great deal during the year, including: goals and gain value over time. Rebuilding the management team. Thanks for your continued support. Revitalizing our plants, including increased focus on productivity, quality, and costs. Introducing a leaner and more effective organization structure. John M. Devine Right-sizing operations and other cost reductions. March 16, 2009 Renegotiating customer contracts to improve margins. For 2009, we have expanded these initiatives to offset projected lower industry volumes. We are proceeding with our 2009 plan to improve profits and generate positive cash flow, despite expected lower volumes. 4. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2008 Commission File Number 1-1063 Dana Holding Corporation(Exact name of registrant as specified in its charter)Delaware 26-1531856 (State or other jurisdiction of (IRS Employerincorporation or organization) Identification No.)4500 Dorr Street, Toledo, Ohio 43615(Address of principal executive offices)(Zip Code) Registrants telephone number, including area code: (419) 535-4500 Securities registered pursuant to Section 12(b) of the Act:Title of each class Name of each exchange on which registered Common Stock, par value $0.01 per shareNew York Stock ExchangeSecurities registered pursuant to section 12(g) of the Act: None (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes nNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes n No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No nIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer n Accelerated filer Non-accelerated filer nSmaller reporting company n(Do not check if a smaller reporting company)Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes nNo The aggregate market value of the common stock held by non-affiliates of the registrant, computed by reference to the average high and low trading prices of the common stock as of the closing of trading on June 30, 2008, was approximately $568,000,000. APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No nAPPLICABLE ONLY TO CORPORATE ISSUERS: There were 100,065,061 shares of the registrants common stock outstanding at February 27, 2009. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held on April 21, 2009 are incorporated by reference into Part III. 5. DANA HOLDING CORPORATION FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008TABLE OF CONTENTS 10-K PagesTable of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .....................1 PART I Item 1Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... .. .. .. . .. .. .. .. .. ..3 Item 1A Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... .. .. .. . .. .. .. .. .. .. 11 Item 1B Unresolved Staff Comments. . . . . . . . . . . . . . . . . . . ... .. .. .. . .. .. .. .. .. .. 15 Item 2Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... .. .. .. . .. .. .. .. .. .. 15 Item 3Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . .. .. .. .. . .. .. .. .. .. .. 16 Item 4Submission of Matters to a Vote of Security Holders . . .. .. .. .. . .. .. .. .. .. .. 16PART II Item 5Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17 Item 6Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Item 7Managements Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20 Item 7A Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . .43 Item 8Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124 Item 9A Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .124 Item 9B Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124PART III Item 10 Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . ..125 Item 11 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..125 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...125 Item 13 Certain Relationships and Related Transactions, and Director Independence . . ...126 Item 14 Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..126 PART IV Item 15 Exhibits,Financial Statement Schedule . . . . . . . .. .. .. .. .. .. . .. .. .. .. .. ..126 Signatures . . . . . . .............................. .. .. .. .. .. .. . .. .. .. .. .. ..127 Exhibit Index. . . . . .............................. .. .. .. .. .. .. . .. .. .. .. .. ..128 Exhibits . . . . . . . . .............................. .. .. .. .. .. .. . .. .. .. .. .. ..1 6. Forward-Looking InformationStatements in this report (or otherwise made by us or on our behalf) that are not entirely historical constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are indicated by words such as anticipates, expects, believes, intends, plans, estimates, projects and similar expressions. These statements represent the present expectations of Dana Holding Corporation and its consolidated subsidiaries based on our current information and assumptions. Forward-looking statements are inherently subject to risks and uncertainties. Our plans, actions and actual results could differ materially from our present expectations due to a number of factors, including those discussed below and elsewhere in this report (our 2008 Form 10-K) and in our other filings with the Securities and Exchange Commission (SEC). All forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statement to reflec

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