Obbligazione DANA Corporation 6% ( US235825AD83 ) in USD

DANA Corporation

100 USD ▼

Stati Uniti

US235825AD83 ( in USD )

6% per anno ( pagato 2 volte l'anno)

14/09/2023 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Dana Inc US235825AD83 in USD 6%, scaduta

2 000 USD

300 000 000 USD

235825AD8

N/A

Dana Incorporated è un'azienda globale leader nella progettazione, produzione e commercializzazione di sistemi di propulsione e gestione dell'energia per veicoli commerciali e passeggeri, oltre che per attrezzature industriali.

L'obbligazione Dana Inc. (ISIN: US235825AD83, CUSIP: 235825AD8), emessa negli Stati Uniti per un ammontare totale di 300.000.000 USD con taglio minimo di 2.000 USD, a tasso del 6% e scadenza il 14/09/2023, con frequenza di pagamento semestrale, è giunta a scadenza ed è stata rimborsata al 100% del valore nominale.

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Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-171826
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price

Registration Fee(1)
5.375% Senior Notes Due 2021

$450,000,000

$ 61,380
6.000% Senior Notes Due 2023

$300,000,000

$ 40,920
Total

$750,000,000

$102,300

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated January 24, 2011)
$750,000,000

$450,000,000 5.375% Senior Notes due 2021
$300,000,000 6.000% Senior Notes due 2023

We are offering $450,000,000 aggregate principal amount of our 5.375% senior notes due 2021 (the "2021 notes") and $300,000,000 aggregate principal amount of our
6.000% senior notes due 2023 (the "2023 notes" and together with the 2021 notes, the "notes"). Interest on the notes is payable on March 15 and September 15 of each year,
beginning on March 15, 2014. The 2021 notes wil mature on September 15, 2021 and the 2023 notes wil mature on September 15, 2023.
At any time on or after September 15, 2016, we may redeem some or al of the 2021 notes at the redemption prices set forth in this prospectus supplement, plus accrued
and unpaid interest. At any time on or after September 15, 2018, we may redeem some or all of the 2023 notes at the redemption prices set forth in this prospectus supplement,
plus accrued and unpaid interest. Prior to September 15, 2016, with respect to the 2021 notes, or September 15, 2018, with respect to the 2023 notes, we may redeem some or al
of such notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, plus a "make-whole" premium. In addition, prior to September 15, 2016,
we may redeem up to 35% of original aggregate principal amount of each series of notes from the proceeds of certain equity offerings at the redemption prices set forth in this
prospectus supplement, plus accrued and unpaid interest. Under certain circumstances, holders of the notes wil have the right to require us to repurchase all or any part of their
notes at a repurchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest.
The notes wil be our unsecured senior obligations and wil rank equally with all of our other unsecured senior indebtedness. The notes wil not be guaranteed by any of our
subsidiaries. The notes wil be effectively subordinated to any of our secured indebtedness, to the extent of the assets securing such indebtedness, and to al of the debt and other
liabilities of our subsidiaries.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-11.
Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per 2021 Note
Per 2023 Note
Total
Public Offering Price(1)

100.00%

100.00%

$750,000,000
Underwriting Discount

1.50%

1.50%

$ 11,250,000
Proceeds to Dana Holding Corporation (before expenses)(1)

98.50%

98.50%

$738,750,000

(1) Plus accrued interest, if any, from August 2, 2013, if settlement occurs after that date.
The underwriters expect to deliver the notes to purchasers on or about August 2, 2013, only in book-entry form, through the facilities of The Depository Trust Company.

Joint Book-Running Managers

Citigroup

BofA Merrill Lynch

Deutsche Bank
UBS Investment
Wells Fargo
Barclays
J.P. Morgan

Securities

Bank

Securities
July 30, 2013
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TABLE OF CONTENTS

Prospectus Supplement

Page
About This Prospectus Supplement

ii

Where You Can Find More Information

iii

Incorporation by Reference

iii

Forward-Looking Statements

iv

Summary

S-1
Risk Factors

S-11
Use of Proceeds

S-21
Capitalization

S-22
Description of Other Indebtedness

S-23
Description of the Notes

S-25
Certain U.S. Federal Income Tax Considerations

S-71
Underwriting

S-77
Legal Matters

S-80
Experts

S-80
Prospectus

About This Prospectus

1

Dana Holding Corporation

2

Forward-Looking Statements

2

Risk Factors

3

Use of Proceeds

3

Ratio of Earnings to Fixed Charges

3

Description of Capital Stock

4

Description of the Debt Securities

8

Description of the Depositary Shares

18

Description of the Warrants

21

Description of the Rights

22

Description of the Purchase Contracts

23

Description of the Units

23

Plan of Distribution

24

Legal Matters

26

Experts

26

Where You Can Find More Information

27

Incorporation by Reference

27

We have not, and the underwriters have not, authorized anyone to provide you with any information that is not contained in or incorporated by
reference into this prospectus supplement, the accompanying prospectus and any related free writing prospectus that is required to be filed with the Securities
and Exchange Commission (the "SEC"). We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others
may give you. You should assume that the information contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus
and any such free writing prospectus is accurate only as of the date of the applicable document. We are not, and the underwriters are not, making an offer to
sell these securities in any state or other jurisdiction where the offer and sale is not permitted.

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ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of notes and also adds to and
updates information contained in the accompanying prospectus and the documents incorporated by reference into the accompanying prospectus. The second part is the
accompanying prospectus dated January 24, 2011, which gives more general information, some of which may not apply to this offering.

To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying prospectus or
any document incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement.

This prospectus supplement includes references to Adjusted EBITDA, which is defined as earnings from continuing and discontinued operations before interest,
taxes, depreciation, amortization, non-cash equity grant expense, restructuring expense and other nonrecurring items (such as gain/loss on debt extinguishment or
divestitures, impairment and the like).

Adjusted EBITDA is the measure currently being used by Dana as the primary measure of our reportable operating segment performance. Adjusted EBITDA was
selected as the primary measure for operating segment performance as well as a relevant measure of our overall performance given the enhanced comparability and
usefulness of this measure after application of fresh start accounting. The most significant impact to our ongoing results of operations as a result of applying fresh start
accounting following our emergence from bankruptcy was higher depreciation and amortization. By using Adjusted EBITDA, which excludes, among other things,
depreciation and amortization, we believe that the comparability of results is enhanced. Management also believes that Adjusted EBITDA is an important measure since
the financial covenants of our primary debt agreements are based, in part, on Adjusted EBITDA. Adjusted EBITDA should not be considered a substitute for income
(loss) before income taxes, net income or other results reported in accordance with U.S. generally accepted accounting principles, or GAAP.

This prospectus supplement also includes references to diluted adjusted EPS, which is a non-GAAP financial measure, which we have defined as adjusted net
income divided by adjusted diluted shares. We define adjusted net income as net income (loss) attributable to the parent company excluding any nonrecurring income
tax items, restructuring expense, amortization expense and other nonrecurring items (as used in Adjusted EBITDA), net of any associated income tax effects. We define
adjusted diluted shares as diluted shares as determined in accordance with GAAP based on adjusted net income. This measure is considered useful for purposes of
providing investors, analysts and other interested parties with an indicator of ongoing financial performance that provides enhanced comparability to EPS reported by
other companies. Diluted adjusted EPS is neither intended to represent nor be an alternative measure to diluted EPS reported under GAAP.

In addition, this prospectus supplement includes references to free cash flow, which we define as cash provided by (used in) operations, exclusive of any
bankruptcy claim-related payments, less cash used for purchases of property, plant and equipment. We believe this measure is useful in evaluating our operational cash
flow inclusive of the spending required to maintain the operations. Free cash flow is neither intended to represent nor be an alternative to the measure of net cash
provided by (used in) operating activities reported under GAAP. Adjusted EBITDA, diluted adjusted EPS and free cash flow differ from financial measures calculated
in accordance with GAAP and may not be comparable to similarly titled measures reported by other companies. Because these are non-GAAP measures, Adjusted
EBITDA, diluted adjusted EPS and free cash flow should not be considered a substitute for reported results prepared in accordance with GAAP.

In this prospectus supplement, the terms "Dana," "we," "us" and "our" refer to Dana Holding Corporation, unless the context requires otherwise.

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WHERE YOU CAN FIND MORE INFORMATION

As required by the Securities Act of 1933, as amended (the "Securities Act"), we filed a registration statement relating to the securities that may be offered
pursuant to the accompanying prospectus with the SEC. The accompanying prospectus is a part of that registration statement, which includes additional information.

We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). These filings are available to the public on the SEC's website at www.sec.gov. You may also read and copy any document we file at the SEC's public
reference room at 100 F Street, N.E., Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. We maintain a
website at www.dana.com where our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those
reports are available without charge, as soon as reasonably practicable after those reports are filed with or furnished to the SEC. The Standards of Business Conduct
for Employees and the Standards of Business Conduct for the board of directors adopted by us are also available on our website (www.dana.com) and are available in
print to any stockholder who requests them. Such requests should be made in writing to the Corporate Secretary at Dana Holding Corporation, 3939 Technology Drive,
Maumee, Ohio 43537. Information on or accessible through our website does not constitute part of this prospectus supplement or the accompanying prospectus.

INCORPORATION BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement, and information that we file later
with the SEC will automatically update and supersede information in this prospectus supplement. The following documents have been filed by us with the SEC and are
incorporated by reference into this prospectus supplement:

· Our Annual Report on Form 10-K for the year ended December 31, 2012 (filed on February 21, 2013);

· Our Proxy Statement for the 2013 meeting of stockholders (filed March 14, 2013);

· Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013 (filed on April 25, 2013) and June 30, 2013 (filed on July 25, 2013); and

· Our Current Reports on Form 8-K filed on April 25, 2013, June 25, 2013, June 28, 2013 and July 30, 2013.

All documents and reports that we file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than filed) under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange, from the date of this prospectus supplement until the termination of the offering under this prospectus supplement
shall be deemed to be incorporated in this prospectus supplement and the accompanying prospectus by reference. Any statement contained in any document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying
prospectus to the extent that a statement contained in or omitted from this prospectus supplement or the accompanying prospectus, or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement or the accompanying prospectus.

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FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference include forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. In addition, we may make other written and oral communications from time to time that contain such statements. All
statements regarding our expected financial position, strategies and growth prospects and general economic conditions we expect to exist in the future are forward-
looking statements. The words "anticipates," "believes," "feels," "expects," "estimates," "seeks," "strives," "plans," "intends," "outlook," "forecast," "position,"
"target," "mission," "assume," "achievable," "potential," "strategy," "goal," "aspiration," "outcome," "continue," "remain," "maintain," "trend," "objective" and
variations of such words and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "might," "can," "may" or similar
expressions, as they relate to us or our management, are intended to identify forward-looking statements.

We caution that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. A forward-looking statement
speaks only as of the date the statement is made, and we do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events
that occur after the date the forward-looking statements are made. Actual results could differ materially from those anticipated in forward-looking statements and future
results could differ materially from historical performance. Among other factors, the risk factors mentioned elsewhere in this prospectus supplement or previously
disclosed in our SEC reports (accessible on the SEC's website at www.sec.gov or on our website at www.dana.com) could cause actual results to differ materially
from forward-looking statements and from historical performance. We do not have any intention or obligation to update forward-looking statements after we distribute
the prospectus or any prospectus supplement.

All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to above. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they
may affect us. We assume no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by
federal securities laws. In addition, it is our policy generally not to make any specific projections as to future earnings, and we do not endorse any projections regarding
future performance that may be made by third parties.

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SUMMARY

This summary highlights selected information contained elsewhere or incorporated by reference into this prospectus supplement and the accompanying
prospectus. This summary does not contain all the information that you should consider before investing in the notes. You should read the entire prospectus
supplement and the accompanying prospectus carefully, including the "Risk Factors" section, the "Description of the Notes" section and the financial statements
and related notes included or incorporated by reference into this prospectus supplement and the accompanying prospectus.

Dana Holding Corporation

We are a leading supplier of driveline products (axles, driveshafts and transmissions), power technologies (sealing and thermal-management products) and
genuine service parts for vehicle manufacturers. Our people design and manufacture products for every major vehicle producer in the world. Headquartered in Maumee,
Ohio, Dana was incorporated in Delaware in 2007. As of June 30, 2013, we employed approximately 23,800 people, operated in 26 countries and owned or leased 94
major manufacturing/distribution, technical centers and office facilities around the world.

We are committed to continuing to diversify our product offerings, customer base and geographic footprint and minimizing our exposure to individual market and
segment declines. In the first six months of 2013, 44% of our revenue came from North American operations and 56% from operations throughout the rest of the world.
Light vehicle products accounted for 37% of our global revenues, with commercial vehicle products representing 28%, off-highway products representing 20% and
power technology products representing 15%.

We maintain administrative and operational organizations in four regions--North America, Europe, South America and Asia Pacific--to facilitate financial and
statutory reporting and tax compliance on a worldwide basis and to support our business units with regional market, customer and product strategies, assistance with
business plan execution, and management of affiliate relations.

We have thousands of customers around the world and have developed long-standing business relationships with many of them. Our segments in the automotive
markets are largely dependent on light vehicle Original Equipment Manufacturer ("OEM") customers, while our Commercial Vehicle and Off-Highway segments have a
broader and more geographically diverse customer base, including machinery and equipment manufacturers in addition to medium- and heavy-duty vehicle OEM
customers.

Ford Motor Company ("Ford") was the only individual customer accounting for 10% or more of our consolidated sales in 2012. As a percentage of total sales
from operations, our sales to Ford were approximately 17% for 2012 and 2011 and 19% in 2010 and our sales to PACCAR Inc., our second largest customer, were
approximately 8% in 2012, 7% in 2011 and 5% in 2010.

Hyundai Mobis, Chrysler Group LLC and Nissan Motor Company were our third, fourth and fifth largest customers in 2012. Our ten largest customers
collectively accounted for approximately 54% of our revenue in 2012.

Products

Since our introduction of the automotive universal joint in 1904, we have been focused on technological innovation. Our objective is to be an essential partner to
our customers and we remain highly focused on offering superior product quality, technologically advanced products, world-class service and competitive prices. To
enhance quality and reduce costs, we use statistical process control, cellular manufacturing, flexible regional production and assembly, global sourcing and extensive
employee training.

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We engage in ongoing engineering, research and development activities to improve the reliability, performance and cost-effectiveness of our existing products
and to design and develop innovative products that meet customer requirements for new applications. We are integrating related operations to create a more innovative
environment, speed product development, maximize efficiency and improve communication and information sharing among our research and development operations.
These developments continue to improve customer value. For all of our markets, this means drivelines with higher torque capacity, reduced weight and improved
efficiency. End-use customers benefit by having vehicles with better fuel economy and reduced cost of ownership. We are also developing a number of power
technologies for vehicular and other applications that will assist fuel cell, battery and hybrid vehicle manufacturers in making their technologies commercially viable in
mass production.

Our products service three primary markets: (i) light vehicle, (ii) medium/heavy vehicle, and (iii) off-highway vehicle.

In the light vehicle market, we design, manufacture and sell light axles, driveshafts, engine sealing products, thermal products and related service parts for light
trucks, sport utility vehicles, crossover utility vehicles, vans and passenger cars.

In the medium/heavy vehicle market, we design, manufacture and sell axles, driveshafts, chassis and side rails, ride controls and related modules and systems,
tire management systems, engine sealing products, thermal products and related service parts for medium- and heavy-duty trucks, buses and other commercial vehicles.

In the off-highway market, we design, manufacture and sell axles, transaxles, driveshafts, suspension components, transmissions, electronic controls, related
modules and systems, engine sealing products, thermal products and related service parts for construction and earth moving machinery, agricultural, mining, forestry and
material handling equipment and a variety of non-vehicular, industrial applications.

We currently manage our operations globally through four principal operating segments: Light Vehicle Driveline ("LVD"), Commercial Vehicle Driveline
Technologies ("Commercial Vehicle"), Off-Highway Driveline Technologies ("Off-Highway") and Power Technologies.

Our operating segments manufacture and market classes of similar products as shown below.

Percent of
consolidated sales as
Segment

of June 30, 2013
Products

Market
LVD
37%
Front and rear axles, driveshafts, differentials,
Light vehicle

torque couplings and modular assemblies

Commercial Vehicle
28%
Axles, driveshafts, steering shafts, suspensions
Medium/heavy vehicle

and tire management systems

Off-Highway
20%
Axles, transaxles, driveshafts and end-fittings,
Off-highway
transmissions, torque converters and electronic

controls

Power Technologies
15%
Gaskets, cover modules, heat shields, engine
Light vehicle, medium/heavy vehicle
sealing systems, cooling and heat transfer
and off-highway

products

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Competition

Within each of our markets, we compete with a variety of independent suppliers and distributors, as well as with the in-house operations of certain OEMs. With
a renewed focus on product innovation, we differentiate ourselves through: efficiency and performance, reliability, materials and processes, sustainability and product
extension.

Light vehicle market--The principal LVD competitors include ZF Friedrichshafen AG ("ZF Group"), GKN plc ("GKN"), American Axle & Manufacturing
("American Axle"), Magna International Inc. ("Magna"), Wanxiang Group Corporation, Hitachi Automotive Systems LTD., IFA Group (acquired Rotarian GmbH),
Neapco, LLC and the captive and vertically integrated operations of various truck and auto manufacturers (e.g., Ford and Toyota).

Our principal Power Technologies competitors include ElringKlinger Ag, Federal-Mogul Corporation, Freudenberg NOK Group, Behr GmbH & Co. KG, Mahle
GmbH, Modine Manufacturing Company, Valeo Group, YinLun Co., LTD and Denso Corporation.

Medium/heavy vehicle market--Our principal Commercial Vehicle competitors include Meritor, Inc., American Axle, Hendrickson (a subsidiary of the Boler
Group), Klein Products Inc. and OEMs' vertically integrated operations. Power Technologies' competitors in this market are the same as in the light vehicle market.

Off-highway market--Our major competitors in the Off-Highway segment include Carraro Group, ZF Group, GKN, Kessler + Co., Meritor, Inc. and certain
OEMs' vertically integrated operations. Power Technologies' competition in this market is similar to their competition in the other markets above.

Business Strategy

During the past three years, we have significantly improved our financial condition--reducing debt, improving the profitability of customer programs and
eliminating structural costs. We have also strengthened our leadership team and streamlined our operating segments to focus on our core competencies of driveline
technologies, sealing systems and thermal management. As a result, we believe that we are well-positioned to put increasing focus on profitable growth.

Operating Model. Instilling a high performance culture which drives responsibility and accountability deeper into the organization is a key lever to our future
success. We have enhanced the operational capabilities of our operating segments to execute market value-based strategies, react to changing market and customer
conditions, streamline operations and introduce other improvements to their businesses. While emphasizing local accountability, our operating model leverages global
"One Dana" strengths for governance and optimizing costs through shared resources.

Technology Leadership. With a clear focus on mega trend driven market and customer requirements, we are driving innovation to create differentiated value
for our customers, moving from a "product push" to a "market pull" product pipeline. We are committed to making investments and diversifying our product offerings to
strengthen our competitive position in our core driveline, sealing and thermal technologies, creating value for our customers through improved fuel efficiency, emission
control, electric and hybrid electric solutions, durability and cost of ownership. Our September 2012 strategic alliance with Fallbrook Technologies Inc. ("Fallbrook")
will enable us to leverage leading edge continuously variable planetary ("CVP") technology into the development of advanced driveline solutions for customers in
certain of our end markets.

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Additional engineering and operational investment is being channeled into reinvigorating our product portfolio and capitalizing on technology advancement
opportunities. We recently combined the North American engineering centers of our LVD and Commercial Vehicle segments, allowing us the opportunity to better share
technologies among these businesses. Our new engineering facilities in India and China more than doubled our engineering presence in the Asia Pacific region with
state-of-the-art design and test capabilities that globally support each of our businesses.

Geographic Expansion. Although there are growth opportunities in each region, we have a primary focus in the Asia Pacific region, especially India and
China. In addition to new engineering facilities in India and China, a new hypoid gear manufacturing facility in India began production in 2011 and we also completed
two transactions--increasing the ownership interest in our China-based joint venture with Dongfeng Motor Co., Ltd. ("Dongfeng") to 50% and acquiring the axle drive
head and final assembly business from our Axles India Limited ("AIL") joint venture--which significantly increased our commercial vehicle driveline presence in the
region. We have expanded our China off-highway activities and we believe there is considerable opportunity for growth in this market. Earlier this year, we opened a
business development office in Moscow, Russia to focus on expanding our business opportunities in this region. In South America, our strategic agreement with SIFCO
S.A. ("SIFCO"), entered in February 2011, makes us the leading full driveline supplier in the South American commercial vehicle market.

Aftermarket Opportunities. We have a global group dedicated to identifying and developing aftermarket growth opportunities that leverage the capabilities
within our existing businesses--targeting increased future aftermarket revenues as a percent of consolidated sales.

Selective Acquisitions. Our current acquisition focus is to identify "bolt-on" acquisition opportunities like the SIFCO and AIL transactions that have a
strategic fit with our existing businesses, particularly opportunities that support our growth initiatives and enhance the value proposition of our customer product
offerings. Any potential acquisition will be evaluated in the same manner we currently consider customer program opportunities--with a disciplined financial approach
designed to ensure profitable growth.

Cost Management. Although we have taken significant strides to improve our margins, particularly through streamlining and rationalizing our manufacturing
activities and rationalizing our administrative support processes, additional opportunities remain. We have ramped up our material cost efforts to ensure that we are
rationalizing our supply base and obtaining appropriate competitive pricing. Further, we are putting a major focus on reducing product complexity--something that not
only improves our cost, but also brings added value to our customers through more efficient assembly processes. With a continued emphasis on process improvements
and productivity throughout the organization, we expect cost reductions to continue contributing to future margin improvement.

Competitive Strengths

We believe that we benefit from the following competitive strengths:

Strong Market Position. We have strong market positions and brand recognition in our core businesses. In the Light Vehicle Driveline, Commercial Vehicle
and Off-Highway businesses, we are a leading global supplier of driveline axles and driveshafts, with our off-highway products also including transmissions. Our
Power Technologies business is a leading supplier of sealing and thermal products.

Market Diversity. Our participation in multiple markets serves to mitigate the exposure to adverse factors specific to a single market and the potential impact
associated with economic cycles. Our diverse revenue base provides increased opportunities for growth and expansion. For 2012, our sales by business segment were:
LVD--38%, Commercial Vehicle--27%, Off-Highway--21% and Power Technologies--14%.

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