Thank you for joining us today. You should now be on slide number three of the presentation. As referenced on this slide, I'd like to remind everyone that topics discussed in today's call will include forward-looking statements. Please take a moment to review our Safe Harbor Statement. Today's call is being recorded. This conference call and its supporting visuals are the property of Dana Holding Corporation. They may not be recorded, copied or rebroadcast without our written consent. As a reminder, our web cast system allows you to direct questions to us via the internet. We will answer as many questions as time permits. Moving to slide number four, today's call will feature remarks by Dana's Executive Chairman John Devine, Financial Officer Jim Yost, and Chief Executive Officer Gary Convis. John will begin today's presentation with a brief overview of some key issues. Jim will follow with a review of our quarterly financial results and Gary will provide an update on our operation excellent initiatives. Following some strategic direction and summary remarks from John, our call will conclude with a question and answer session. With that, please move to slide number five and I'll turn the call over to John Devine.

Before we talk about Dana, just a quick note on 2008. I think the good news for this year is its two thirds done almost. The tough news is certainly 2008 in North America is a lot more difficult than any of us would have expected at the beginning of the year. In fact, in my career which is longer than I like to think about, I can't recall a more difficult year. We've used the word significant headwinds to describe '08. That's probably understated for lots of reasons, as when you step back and look at the North American market today, the automotive market, really there's four things going on, maybe more. We're getting a cyclical downturn. We've lived with that before. It's not the first time we've seen it. But this is different because we're now getting a structural change driven by high gas prices in the segment ship, and certainly that's had a significant impact on the light truck business in North America, not only in '08 but certainly going forward. Add to that the financial pressures on many, if not most North American companies both OEM's and suppliers. And then add on that the technical changes that are going through the business really to drive to better fuel efficiency. What that means in the close supplier in the OEM communities are very significant changes. I would have to say this is nothing short of revolution, and I'd like to say it's limited to 2008 but it isn't. We're going to be [inaudible] with these trends for some time. It creates a lot of risk for companies but also opportunities and our game plan at Dana is to take advantage of those opportunities while we at least mitigate the downturn. Certainly as we talk about Dana, we…

If you turn to slide nine, you can see there our second quarter highlights. On the financial side we achieved an EBITDA of $128 million. That's down a little bit from 2007. We'll have a slide on that later to bring that into focus. The net loss was $140 million, and that included an $82 million impairment in our drive shaft business. That's an impairment to both good will as well as some of the intangibles. We had positive free cash flow of $38 million which was good, driven largely by reductions in working capital. Cost savings totaled over $60 million compared with 2007, and that was better than we had projected at the last conference call, and is a continuation of our efforts to restructure and reduce our costs across all of our businesses, driven to a very large degree by the work that was done while we were in reorganization. We finished the quarter with a very strong cash position of $1.2 billion and a liquidity world wide of $1.6 billion, and we'll cover that in a little bit more detail later. In addition to the financial improvements we made, we had some significant working capital reductions, about $70 million. Gary will talk a little bit later about the manufacturing footprint and headcount reductions which we have underway, and we have been able to and continue to bring back cash from our overseas operations as we deem appropriate, and we continue to have very good capability to do that to support our cash needs here in the United States. You turn to slide number ten, this is a numeric summary of the financial results in the second quarter of 2008. You can see there sales were a little bit higher than $2.3 billion. That's up 2%. We'll cover…

I'd like to give you an update on the Dana operating system that we've been working on very vigorously. As you might imagine, it's patterned after the Toyota production system, a very simple purpose to provide our customers with the highest quality parts and very competitive prices. Really at the heart of this is also to develop our people and a culture within Dana that is sustainable for ongoing, continuous improvement. It really is about problem solving, raising issues and being able to attack them by energizing the entire team. What this does is energize an organization that begins to understand teamwork, respect and involvement. First, we have to stabilize our organizations and we're doing that I think very aggressively. This can then lead to the improvements that have been mentioned already. This is a long term transformation. It's not something that you do overnight. We're doing it through meaningful metrics with transparent reporting and visualization in the plants, and very importantly, full involvement and support. To do that, we're building a core team of highly qualified leaders that can help the plants where they might struggle in training and in actual floor support. And at this point, quite frankly, I'm very pleased with the acceptance and the capability, the strong initiatives of the entire Dana team members and the management that I've seen in the plants. The next slide, 16, shows you some broad metrics that we're following. We have 17 set components that we measure, but nothing really outstanding or unusual here, but what is different is; one, they're all plant controllable factors. They're also very standard. We're rolling this out, not only the visualization process, but the management of them globally and expect to have that fully in place by October 1. The transparency helps people understand…

Just one more item we'd like to cover before we turn it over to questions, and that's a view on our strategic direction. Before I do that though, I just want to emphasis that Gary and the team and but bulk of the efforts at Dana here this year really have been focused on this operational excellence. It's fundamental that we improve our manufacturing and our production capability throughout the world. It drives costs, it drives productivity, it drives our revenue, our own competitive position. Obviously it was an issue for us as we walked in the door, that Gary and the team were addressing very aggressively. So we talk about strategy, I don't want you to think that we're only worried about that, but we really have to fix the operations and that's been a very top objective, and frankly from my standpoint, I think the team has made very good progress there. On the strategic direction, this has been an issue for us, probably an issue for you as well, is really what does Dana want to go to? Where do we want to drive the company going forward? If you look on page 22, and you look at present Dana, and I'll give you a little more detail on this in a moment, we have seven business lines today in a number of components; drive line, plus structural components, plus engine components. That's been thinned down over the years, but we still have a fair amount of diverse businesses. We serve three markets; the automotive, and the North American automotive business which we talked about, certainly in the revolution we discussed, commercial truck, a much different market and we think beyond '08 we'll perform well, off-highway has been booming. With the exception of construction, we think that…

(Operator Instructions) Your first question comes from Himanshu Patel – J.P. Morgan. Himanshu Patel – J.P. Morgan: The 3,000 workers that you announced would leave Dana fiscal 2008, first of all what percentage is that of the '07 ending North American head count, and number two, how much of that is incremental to the prior cost savings plan?

The percentage is around 17% of our North American work force and I don't recall what we had said earlier about people reduction. It's all incremental as far as I recall. Obviously given the magnitude of the volume changes, we have to go after it more aggressively as just about everybody else is as well. Himanshu Patel – J.P. Morgan: And do these all pretty much all come out in the second half of 2008 or would there be a tail to this where some of this goes into '09?

We've been accelerating the rate of this activity. Through June, around 1,000 of the 3,000 were accomplished, and then in the last month another 600 to 700. And we expect most of the remaining reductions to be done in the third quarter. Himanshu Patel – J.P. Morgan: Could you help us, just ball park savings associated with this?

I don't have the number calculated in my mind. We can get back to you and give you some details.

We lay it out every quarter. There is no guidance in there as you can see, so we're reluctant to lay that our. There's still a lot of pieces to it, but we wanted to give you an indication of the head count. You can probably do the math yourself. Himanshu Patel – J.P. Morgan: On the discussion of what is core and what is not core in the business, for the businesses that were identified as being non core, can you give us a sense of where you are in your thought process on that? Have you had discussions with other parties to potentially either sell these businesses or maybe partner them with someone else, or is it still a very early stage where you haven't even gotten that far in the discussions?

I don't want to say too much on this. We're working this process hard. I don't want to go through too many details. You'll probably hear those separately, but I don't want to go through too many details. We want to lay out what our thinking was in regards to the process. I would emphasize we haven't made any decisions yet. And the decisions we make are based on one criteria; how do we achieve the best value for Dana going forward? These are good businesses. We like them. Good teams. But like everything else, you have to make hard calls about where your focus is and where it isn't and we're doing that right now. We'll keep you up to date as that progresses. Himanshu Patel – J.P. Morgan: You have a lot of cash on hand as relative to some of your peers and maybe some of these strategic actions would generate even more cash. What is the plan for proceeds or even the excess cash longer term? Is it simply to pay down debt?

I think if we do make any divestitures, the plan would be to use those net proceeds to pay down debt.

Your next question comes from Brian Johnson – Lehman Brothers. Brian Johnson – Lehman Brothers: Can you help us understand going forward the FIFO to LIFO translation adjustment and the scenario if steel stabilizes what does that look like if steel goes up or steel goes down? What would those scenarios look like so we can think about how to model this?

For us, we obviously have recognized in all of our inventory the impact of steel as of the end of June so that was the reason for the $20 million impact, and obviously as we reflect that both in inventory and then in our cost of goods, we actually recognized the impact that steel in our production through the quarter. We will see some continuing increases in steel costs through the third quarter, but clearly a lot less than what others would recognize. So compared with our peers, we've actually had higher costs in the second quarter than they have had and then in the third quarter our costs will be lower than their costs would be on a cost of goods sold basis. Brian Johnson – Lehman Brothers: Because you take it in the head pin inventory?

Any of our sales obviously on a LIFO basis have a higher cost of goods sales in the third quarter as a result of the higher steel costs.

I think you know as well as we do is, when does that line stop growing? And we aren't here predicting steel prices, but we'll have to see. We've assumed it's flat. I suspect it will be a little more volatile than that. We're watching it intently, but who knows? But we need to see that line flatten out or go down a bit as it has in other commodities, but we're not predicting that yet in our financials. We're obviously assuming it's flat. So if we get any kind of relief that would help us. Brian Johnson – Lehman Brothers: Does that mean that next quarter we'll be seeing a squeeze in the steel costs hitting the segment EBITDA line, but then being backed out at the bottom? I'm trying to figure out how this isn't double accounting.

That's essentially what will happen. You'll see the segment results will be depressed a bit and I won't say there will necessarily be a reversal at the corporate because that depends upon what the steel level actually is. So we might still see an overall net increase in steel costs flowing into the third quarter on a LIFO basis, but you're correct in assessing that the segment results would be lower due to that. Brian Johnson – Lehman Brothers: Second question is around off-highway business and the backlog. Are you still comfortable with off-highway continuing its growth rate? And then on the backlog, is any that reflected? Do you have an updated backlog number for '09 or 2010 yet?

We didn't put on in there. It hasn't changed a great deal on the backlog since our converter call. Our March report, in March we said our '08 to 2010 backlog was $200 million. It's about $270 million right now. Most of that, or a lot of it was outside of North America. China driveshaft in India and some off-highway work in Europe and South America. We have a big contract with Volkswagen in South America. So it's up a little bit from last time, but hasn't changed that much. The off-highway business continues to do well. When you look at the myriad of markets in that business, as you know there's a number of them, we're reasonably selective, but we still have a number of businesses. It's been weaker, no surprise in the U.S. on construction. We're seeing a little bit of reduction in Europe on construction. But agriculture is still doing very well around the world and as you know, agriculture and construction are about 70% of our business. But we're doing well pretty much across the segment. As we look at growth opportunities, my personal belief is that that's an important area for us, and we're pushing it very hard, not only today but thinking about products and markets and people on how we grow that business going forward.

I just wanted to make clarification. I know there are many different definitions of backlog and net new business and everything. I just want to make sure that you're clear on what John said. That's a net new business number. It's just the way we reported it last quarter. It's different from what other people's definition of backlog.

We've been pretty conservative as we talked about how we define that, so you have a variety of definitions as you probably know. We have a couple of questions over the internet. The first one is for Jim. Your bank term loan has a 4.5% interest cover covenant which will be tested December 31. Do you expect to re-approach lenders to reset this covenant and given the six months EBITDA is $275 million?

At the present time we don't have any plans to go back and approach our lenders. Obviously, given the volatile situation, that could change going forward and depending upon what happens with any divestitures, we still would need to go back and address those issues with our lenders. So at the present time, we don't have any plans. We have the ability to pay down some debt as we go because we do have some excess cash so no plans at the present time.

Our second internet question is: EBITDA had another loss of $24 million in the quarter. What is it from? What's the run rate for these charges? Same question for the $8 million currency loss.

As I mentioned, if you look at slide number 13, there was a $24 million loss that was other income loss, and that was primarily due to the impact of FIFO/LIFO adjustment in corporate that wasn't in the reporting segment. So I think we covered that. And the same on the foreign exchange, the $26 million variance was due to a one time gain last year of about $18 million in the second quarter for the gain on inter company loans due to a weakened dollar and in the second quarter this year, we had an $8 million reversal of that. So overall, a change of $26 million due to foreign exchange gains and losses on inter company loans.

Our next internet question is: Please provide some more details around your request to end your relationship with Chrysler. Is the auto maker demanding cost cuts or refusing to pay the increases?

First of all, I don't want to say a lot more than we said on our press release, but to be clear, we're not looking to end our relationship with Chrysler. Chrysler has been an important, long term customer to us. We would certainly want to keep and maintain a long term relationship that works for both of us. We're not out here to pick a fight with Chrysler. We all have enough things to so. That said, we have a business today that is a significant loss, and we need to address that. We have a dispute with Chrysler on the best way to do it. We have filed the law suit in an attempt to resolve that dispute as quickly as we can, and we're going to let it play out. But again, our intent with Chrysler is to have a good strong, long term relationship. That's our intent. But this is a dispute. It's a tough one, but we have to get it resolved as quickly as we can.

Your next question comes from [Roger Cowell – Silverlake Financial] [Roger Cowell – Silverlake Financial]: Could you quickly bridge the change in revenue outlook? I noticed price increases, volumes down, what are you factoring into the new lower revenue outlook for '08?

We had been in a revenue outlook of $9 billion at the end of the first quarter. That was our outlook. Given what's going on in North America, we're now looking at $8.6 billion to $8.8 billion. Our business outside of North America, and it's about half our total volume, has held up well, so we don't really see a big change in that. But we're looking at some of the North American production volumes and you see them down 30%, sometimes more in some of the segments we participate in. [Roger Cowell – Silverlake Financial]: A question on the commercial vehicle side. I understand cyclical. Could you elaborate a little bit more on drivers, catalysts or events that you might see happening that would lead to a bounce back in '09?

The commercial business is different than what's going on in the light truck and the overall automotive businesses for the reasons I talked about before. I think this is a cyclical downturn. You can argue, and I would agree that the construction downturn has hurt this business, certainly in the class 5 to 7. Fuel economy has certainly hurt it so people have delayed purchases. We've seen at least a downturn before. Just to give you some numbers, in the Class eight business, we were looking for 230,000 this year, early in the year. I don't think that was unrealistic. That's below normal kind of a standard level which is 250,000 to 260,000. Class five to seven, we're looking at initially 220,000 units. We're now looking at for Class eight, something close to 200,000, about 205,000. And the class five to seven which is hurting even more, is down to 186,000. So it's weak this year, but I think it's a normal cyclical adjustment. We're still expecting next year to bounce back although I'd say the bounce back is not exceptional. We're looking at a Class eight number next year of about 260,000 which is about normal replacement volume. It's not extraordinary. In a Class five to seven, just a modest uptick from what it would be this year, maybe 193,000. Some of the construction issues that we've talked about this year will extend into next year. So expect that business to bounce back, but I would not describe that as extraordinary at all. But it's good business. We do well in it. We like it, and we think it has future growth for us. [Roger Cowell – Silverlake Financial]: On the cost savings of $64 million, I was wondering if you could break that down for us a little bit. I'm trying to get a gauge of how much that's from cost cutting or how much that's from optimization.

I'd say probably in the range of a third of that is due to some pricing actions we've taken. The bulk of it is really labor and SG&A savings and some manufacturing footprint savings that we have. The bulk of it is labor and SG&A savings. I'd say two additional things on the cost side. We're not at all satisfied with our pace on cost reductions. We have more work to be done there. And secondly the efforts that Gary's been leading on the production system and the overall Dana operating system are important, but they're not bearing the fruit yet. That's still pretty much in front of us. That's not a surprise to us. It's pretty much what we expected, but we're pleased to have the cost reductions we've had in the first half of the year. That's a good start. But in our mind, we have a lot more to do here. We haven't put a target on that yet but you'll see that going forward.

Just a little bit more clarification. You can imagine the dynamics going on in the light truck business in North America. The OEM's have been going have been going through some very difficult times and unprecedented times and things that were delayed. The launch of a wonderful new truck, very suddenly over a couple months, or the shutting down of factories for several weeks, these are very unusual. And our guys react to that quite frankly in a very business like and orderly way to try to offset those cuts. So a lot of energy is just in the dynamics of going through the changes that are happening structurally in this industry as well as working on building the foundation for the new operating systems. It's a little bit more color on it. [Roger Cowell – Silverlake Financial]: Do you have a rough outlook for '09 as these possible savings flow through?

We're still working on it.

Your next question comes from [Gregg Pass – Imperial Capital] [Gregg Pass – Imperial Capital]: A question on the capacity rationalization issues that are facing ahead in North America, you mentioned a 3,000 incremental headcount, 1,000 by June, 600 to 700 probably done in July and the remaining in the third quarter. Is that a moving target that could grow or is that taking a specific estimate for 2008 and 2009?

We think that's a pretty good estimate of what is going to be required, but as John has outlined, this business is not normal. So we'll have to see how the economy goes, how steel prices go, how the recovery of the industry overall looks and respond accordingly. But right now, this is our best targets in reaction to what's happened so far. [Gregg Pass – Imperial Capital]: On the cost side of that can you give an estimate of what's been spent to date in terms of severance or is there a chance that cost could grow or could become more complicated with issues as you try to cut more North American capacity?

The hourly people, we have the ability to do almost immediate temporary layoffs, and when we do that, that doesn't cost us any money. So we've done that, and done it very quickly. When you're talking about longer term restructuring and exiting people on a regular basis that's a different issue so we haven't done a lot of that. We've done some of that in some of the plant changes we've had so far but obviously in this industry, we have to look at a number of things and we're now looking at our footprint going forward. What do we need in North America? What is the volume in North America? What do we have to do to compete? And I said earlier, our strategic plan here is we have to have a business, a North American automotive business that cash flows. It's fundamental. That's what we have to get to. We're working on it. We're looking at the market every day. We're looking at our plans and we're trying to get the result as quickly as we can. [Gregg Pass – Imperial Capital]: Is the 3,000 temporary layoffs, where do they come from? You have a process that's associated with that?

Don't get ahead of us here. We'll tell you on that as we get closer. Obviously a lot of discussions with our people and with unions and so on that we have to be careful with.

Your next question comes from [Chris Laring – Wolfpoint Capital] [Chris Laring – Wolfpoint Capital]: You said you had more than sufficient liquidity. I'm just wondering what you thought was a minimum level to run the business.

Quite honestly we haven't fully assessed that yet. We're taking a look based on revised projections, working capital requirements and so forth, but just as a guidepost, generally speaking 10% of revenue is more than sufficient to run a company of this size. So I would think significantly below $1 billion would be a minimum of what we need to run the operations. But we haven't come up with any specific number that we feel comfortable with at this time.

Your next question comes from [Nelson Yuman – Greenlight Capital] [Nelson Yuman – Greenlight Capital]: Can you say what EBITDA for North American operations was in the second quarter?

I think we've highlighted that. We've looked at it, we haven't highlighted that. We don't have an easy number for you. I've gone through the numbers by region, we don't have it handy. [Nelson Yuman – Greenlight Capital]: It's negative though?

No. It's positive. The issue on our North American business is very much around our North American light truck business. It's a problem. We're not happy with it, but we're making money on the commercial truck business and off-highway business in every region we have. When you think of our business, 40% of our revenue is commercial and off-highway. That's performing pretty well. We have more to do, more cost and so on and more growth, but that's a different issue. Our issue is really the North American light vehicle business. That is a problem. It's interesting this business has gone a couple of years ago from the most profitable in the world to what is now a problem for us but a problem for everybody that I'm aware of. And it's going to take more work and restructuring to sort out the demand and to sort out the right cost structure.

Your next question comes from Himanshu Patel – J.P. Morgan. Himanshu Patel – J.P. Morgan: Any outlook on working capital for the second half?

Historically, we use working capital. Our requirements go up in the first quarter, and you saw that in the first quarter. Second tends to dip a little bit because production volumes at the end of June is down. Normally there's a working capital increase in the third quarter. Unclear as to what's going to happen this year with the decreased volumes because we do have positive working capital that tends to be driven by volumes. I'm not sure what's fully going to happen in the third quarter, probably not a significant move. And then in the fourth quarter, we normally have a decline in working capital. So I would say in the second half we would probably expect no change to somewhat positive working capital in terms of improvements of cash flow. So I would say there would be a reduction in the second half, but not sure. We're going to have to see how we come out on the volume decline in the back half of the year.

This is something that we're pushing very hard. Obviously as our focus is on profitability and cash, working capital, all the components are an important piece of it. So in the operating system, we've talked about the financial focus is really putting the right pressure on working capital, to thin that out as much as we can. Himanshu Patel – J.P. Morgan: I'm looking on slide 13 at the sub units in terms of EBITDA and external sales. Can you help me understand a little bit on what's happening with margins in the off-highway business? It looks like revenues are up sharply year over year.

It's called steel. We have some other issues there I would say that we're still not performing in that business. We like it. It's profitable. It's doing well, but our profit performance has to improve. But the two periods you're looking at in terms of what happened, it's called steel costs. Our goal here is full recovery on steel for every customer we have, but we do get a delay and we're working through that delay right now. Himanshu Patel – J.P. Morgan: [Arvin Meritor] I believe had a con-compete with [Carlisle] in the off-highway business which I think recently expired and they've talked about getting back into that business. Have you thought that through in terms of what that could imply for your business? Any sense of which side they're looking to get into and do you have overlap or do you think it's largely a non event for you?

Any competitor is an event for us so we take them all seriously. There's a lot of competition in that business today. There's a lot of overlaps and under laps. Then when you break apart the off-highway business, there is enormous complexity. But we think competition makes us a better company, so I think that's fine. Himanshu Patel – J.P. Morgan: You said 70% of off-highway was in construction. Can you break that down?

It depends on the year, but it's about 70% of the revenue, is in the agricultural segment and the construction segment. There's a lot of other categories, mining and so on. But the big volume is agriculture and construction. Agriculture is still booming. Construction is down in the U.S. as you'd expect given what's going on in the construction business, a little softness in Europe, but all in all, the overall business continues to perform quite well. Himanshu Patel – J.P. Morgan: What about between [inaudible] in construction. Is it about half an hour?

I don't have those numbers in front of me. It depends on the year. But they've both been growing pretty well the last several years.

We have no further questions. This will conclude our conference.