Welcome to Dana Holding Corporation’s fourth quarter 2008 webcast and conference call. My name is Dennis and I will be your conference facilitator. Please be advised that our meeting today, both the speakers’ remarks and the Q&A session will be recorded for replay purposes. All lines have been placed on mute to prevent any background noise. There will be a question and answer period after the speakers’ remarks. We will take question from the telephone and the web. (Operator Instructions) At this time I would like to begin the presentation by turning the call over to Dana’s Vice President of Investment Management and Investor Relations, Steve Superits.

You should now be on Slide 3 in the presentation deck. As referenced on this Slide, I would like to remind everyone the topics discussed on this call will include forward-looking statements. Please take a moment to review our Safe Harbor statement. This call is being recorded and the conference call and supporting visuals are the property of Dana Holding Corporation. The may not be recorded, copied or rebroadcast without our written consent. Our webcast system allows you to direct questions to us via the Internet. We will answer as many questions as time permits. Moving to Slide 4, today’s call will feature remarks by Dana’s Chairman and CEO John Devine and Chief Financial Officer Jim Yost. John will begin today’s presentation with an update on some key issues and initiatives and Jim will follow with a review of our December 31st financial results, liquidity and other financial issues. Our call will conclude this morning with a question and answer session. Now, please move to Slide 5 and I’ll turn the call over to John Devine.

I’ll just cover a couple of Slides here quickly before I turn it over to Jim to go through the numbers. You’ve been seeing this page 5 all year throughout ’08 on our priorities for ’08. I’d say it’s a mix score card. Obviously our financial performance and plans were below what we would like to see given the lower volumes that we saw and higher steel costs. That said and despite a very difficult year we made very important progress in 2008 around rebuilding our team, jump starting our operations including manufacturing business development, a number of operations throughout the organization. Right sizing the operation began and so at the end of the day I felt very good about what we achieved in ’08 and obviously for ’09 we have to improve that performance based on a lot of the things we got done last year. If you turn to page 6 and really the key for us in 2009 is a plan that I’ve briefly described here and Jim will describe in more detail later. Our focus is very much on achieving this aggressive plan. We’ve had to right size our operations to what we believe are now conservative volumes and we’re doing that right now. That will be largely done by the end of this month. We’re focused on improving profits on operations despite lower volume this year. That really requires more cost reduction at our plants, more cost reduction activities around the company, reducing fixed costs in all activities. Margin improvements both through cost and pricing with a real focus and a continued focus from ’08 on our loss and low return business. We made good progress last year, we expect to make even better progress this year. Throughout the year we’re focused on maintaining adequate liquidity and profitability obviously, both very critical in this environment, Jim will talk more about that in a moment and on our strategic initiatives, as you might recall, last year we said we were exploring our options for three of our businesses: ceiling; thermal; and our structures business. We’re announcing today that we determined that it’s not an attractive environment, no surprise, to divest our ceiling and thermal operations. We remain committed to maintaining their competitiveness, they’re strong brand reputation and the performance of these businesses and to the customers they serve. While we did have strong interest from buyers in these businesses but the current environment created a number of impediments to executing attractive transactions so we’re keeping them. We’re going to run them hard and work with our customers going forward. On the structures business we’re still exploring strategic options and we’ll update you there as quickly as we can. With that, let me turn it over to Jim.

If you’d all turn to Slide 8 for a review of our 2008 results. On Slide 8 we’ve summarized both our fourth quarter and full year results. On the sales front we ended up the year at about $8.1 billion that’s down $600 million from ’07 and the fourth quarter came in at $1.5 billion, also down $600 million so you can see through nine months our sales were pretty comparable to ’07 but the short fall for the full year was equal to our short fall in the fourth quarter. EBITDA we finished at about $300 million, that was equal to the guidance we provided to you in the third quarter call. Given that the fourth quarter volume and revenue was down substantially, we finished with essentially a flat EBITDA for that quarter and we’ll have a Slide on that in a second. Capital expenditures totaled $250 million for the year with about a quarter of that falling in to the fourth quarter. On free cash flow we finished just a little bit worse than we had hoped, we had hoped to breakeven in the fourth quarter ending up with about a $350 million negative, we came out just a little bit worse than that. Then again, I’ll have a Slide for that in a second. Please turn to Slide 9 which shows our fourth quarter sales results. As I mentioned, sales were $1.5 billion down $636 million and that was more than explained by the volume and mix shortfall and about half of that was in our light axel group. If you wish you can look at Slide 32 for all the detail and the backup. Currency was unfavorable by about $106 million and that was essentially the result of a stronger dollar. We did improve our margins…

(Operator Instructions) Your first question comes from Brian Johnson – Barclays Capital. Brian Johnson – Barclays Capital: On the 8K press release could you talk about the $25 million that’s between other income/expense that was a positive item between segment EBITDA and overall EBITDA? What’s in that?

Let me just try and take a quick look at that and let me get back to you in a second Brian. I don’t have that handy. Brian Johnson – Barclays Capital: The follow on to that was going to be related to that the LIFO/FIFO accounting on commodities, how did that play out in fourth quarter versus third quarter?

Overall, we ended up the year with about a $14 million LIFO reserve. So, essentially that reserve came down during the fourth quarter. Brian Johnson – Barclays Capital: Will that be hitting in 1Q as that inventory goes out?

Yes. Brian Johnson – Barclays Capital: Then the cost savings, if you go back to the plan of reorganization, how much of the cost saves in particular with regard to labor or other items were really variable in nature as you were reducing the variable costs per unit? So, the aggregate dollars are going to be lower if production is lower. Secondly, given that how can we get comfortable with the cost saves in 2009?

Well fundamentally Brian the amount that we’re showing for conversion costs savings is all in excess of the variable cost reductions associated with lower volumes. We’re going to have overall in excess of $400 million of year-over-year cost savings but a lot of that is traded out through decreases in volume on a year-over-year basis. So, what we’ve shown you for conversion costs are those savings in excess of linear volume reductions that we need to take just to hold our margins. Brian Johnson – Barclays Capital: Well my question was the other way which is how much of the big cost savings target assumed a certain production level? Say you have 1,000 workers and you’re going to save $600 per worker but if you don’t have those 1,000 workers anymore because you’re not producing that amount do the cost saves go down or are we double counting? Have you gotten that person out but still expecting that cost savings on a run rate basis?

Well the number we’re showing assume the level of production that we’ve put in to our planning assumptions. So, I’m not sure I’m answering your question. Basically we are planning as I mentioned to the lower end of that planning range. We have then calculated our results assuming that volume level and therefore we’ve had negative volume and basically we have to take out people associated with that volume. On top of that, we’re taking out $150 to $200 million of costs on top of that. So, there’s no double count. Brian Johnson – Barclays Capital: In terms of the pace of cost reduction, some of the other parts companies have talked about where they are with their European plants and either far ahead or not so far ahead in getting flexible work weeks and other cost saving measures there. How would you characterize the state of restructuring in Europe as we speak?

Europe is a more difficult environment in terms of taking cost out than in North America and even in South America so we have been working with each of our operations to identify cost savings that the need to take to maintain their profitability at the lower levels. It’s a combination of short work weeks where we can take downtime and a combination of that as well as government support. So, we I think are in pretty good shape overall in identifying the plans and we’re in the process of implementing that throughout Europe. Brian Johnson – Barclays Capital: When do you expect to get flexible work weeks implemented?

We’re implementing it as we speak.

Your next question comes from [Unidentified Analyst]. [Unidentified Analyst]: I just have a small presentation related question, as of 3Q ’08 the segment EBITDA in the off highway business was $119 and I just couldn’t get that number to reconcile with the numbers in the 4Q ’08 presentation both in terms of year-to-date as well as quarter [inaudible]. I was hoping you could explain that or whether there was sort of a movement of some numbers between different segments? For instance, I look at the 4Q ’08 off highway segment EBTIDA, I believe that the first nine months was close to $120 million so I was just wondering why that number was as low as it was?

We noticed that too this morning and we’re following up on it. We can get back to you if we have to smooth the numbers out a little bit we’ll republish those.

At this time there are no further phone questions.

We do have a couple from the Internet. One is, how are you going to manage R&D investment to respond to the US government’s goals with the US auto industry?

We’re very conscious of the need to change our investment and change our products over time so we’re looking at it very carefully. Obviously, in this environment as you saw before we’re cutting cap ex. We’re working on a number of products despite those restrictions that we think will pay dividends for us in the future. I don’t want to go too far in to it. One thing that is not totally clear are the US government’s goals. Directionally, I think we understand what that is but I think that will evolve over the next year or two. But, certainly in our mind, we have to get through this year but we also have to recognize that we have to change our product portfolio. I think every supplier and every OEM has to say the same thing recognizing the focus on hybrids, electric, more fuel efficiency not only here in the states and not only globally but in every business we have. Certainly, in the automotive business, our heavy truck business and our off highway business. This is something that’s going to evolve over the next several years. But, right now we are changing our R&D investment until we know a lot more about where that’s going to go. We are looking at a number of different options but right now I wouldn’t say there’s clarity as to what the government’s goals are.

Next question, can you please detail the global backlog dollar amount by year?

I don’t have the detailed numbers with me but I can tell you about $300 million in 2010 growing to about $350 in 2013 with the important shift taking place that you can see on these graphs with short term larger growth in North America and as we move through the next several years our larger growth is coming from Asia and Europe as a percentage of our current revenue.

Let me if I can just get back to the question Brian asked first up, the other income in quarter four essentially two major pieces. As you may know, coming out of reorganization we segregated our asbestos liability in to a separate entity. There were reductions in liabilities there of about $12 million which came through in income because we do consolidate the results there in to our corporate results. We also had some legal settlements that totaled about $10 million on some pending cases so the combination of that explains most of that $25.

At this time there are no further questions.

If there are no more questions at this time we thank you very much for participating in the call.

Ladies and gentlemen this does conclude today’s conference call. You may now disconnect.