SecProbe.io

~Dana Holding Corporation
6201 Trust Drive
Holland, Ohio 43528
\'NNI.dana.com
July 19,2011
VIA EMAIL
Craig Olinger
Deputy Chief Accountant
Office of the Chief Accountant
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N .E.
\Vashington, D.C. 20549
Re: Dana Holding Corporation
Commission File Number 1-01063
Dear Mr. Olinger:
The purpose of this letter is to request that the Staff of the Division of Corporation
Finance of the Securities and Exchange Commission waive the requirement for Dana
Holding Corporation (Company) to provide, pursuant to Rule 3-09 of Regulation S-X,
separate financial statements for its 49% owned investee, GETRAG Corporation
(Getrag), in the Company's Annual Rep011 on Form 10-K for the fiscal year ended
December 31, 2010 (2010 Form lO-K) and the Company's registration.statements
currently on fie 01' to be fied under the Securities Act of 1933, as amended. The
Company respectfully submits that this relief is appropriate based on the facts and
mitigating circumstances described below. (Note - this letter has been revised to reflect
discussions with the staff on July 18, 2011 and to include additional developments since
July 1,2011, the date of our original letter. Accordingly, tIiis letter supersedes our letter
of July 1, 2011.)
In accordance with Rule 3-09 the Company assessed its requirement to provide separate
financial statements of 50% oI' less owned investees during the preparation of its - 20 i 0
Form 10-K and concluded that the threshold (substituting 20% for the 10% threshold
referenced in such rule) set f011h in Rule 1-02(w)(3) had not been exceeded with respect
to Getrag for fiscaL 201 O. Subsequently in June 2011 while assessing the requirements
under Rule 3-05 related to an impending increase in its investment in DongfengDana
Axle Co., Ltd. (DDAC) from 4% to 50%, the Company identified an error in its
application of Rule 1-02(w)(3) in the assessment that was made with respect to Getrag
in conjunction with the preparation of its 2010 Form10-K. We neglected to adjust the
Company's consolidated pre-tax earnings (the denominator for significance-
measurement) for noncontrollng interests. As a result of not removing the earnings
attributable to noncontrollng interests, the Company's share of Getrag's pre-tax -
ea1'ings was calcuLated at 17.4% rather than 20.4% of the Company's consolidated-pre-

tax earnings, and it caused the Company to improperly conclude that separate financial
statements were not required to be fied for Getrag.
While the Company acknowledges the technical application en'or disclosed above, we
do not believe our investment in Getrag is significant within the spirit of Rule 3-09.
The Company's share of Getrag's earnings was less than 1% of the Company's
consolidated results in 2008 and 2009. As of December 31, 2010, the Company's
investment in Getrag and its proportionate share of Getrag's total assets was 1.0% and
2.2% of the Company's total assets, respectively. For the year ended December 31,
2010, the Company's proportionate share of Getrag's revenue was 3.1 % of the
Company's total revenue. Getrag's significance in 2010 as calculated in compliance
with Rule 1-02(w)(3) is more a result of the Company's return to profitabilty following
its emergence from bankruptcy in early 2008 and the economic downtu1' in 2008 and
2009 which adversely affected the Company's automotive and other markets. Under
new leadership, the Company undertook several actions to improve the structural
profitabilty. The net benefits of these profit improvement initiatives began to be
realized in 2010 - with the Company "crossing over" from pre-tax losses to pre-tax
earnings in 2010.
Based on the Company's 2011 year-to-date operating results and its current projections
for the balance of 20 11, the Company does not anticipate that Getrag wil be considered
significant under Rule 3-09 as of and for the year ended December 31, 2011. For the
first six months of2011, the Company's share of Getrag's ea1'ings was 7.3% ofthe
Company's consolidated earnings as derived pursuant to Rule 1-02(w)(3), and based on
the Company's and Getrag's current full year projections for 2011, we expect the
Company's share of Getrag,S earnings wil be less than 5% of the Company's
consolidated ea1'ings. The Company's investment in Getrag and its proportionate share
of Getrag's total assets wil continue to be well below 20% of the Company's total
assets in 2011.
In addition, the Company increased its investment in DDAC fro114% to 50% on June
30,2011 and, in accordance with ASC 323-10-35-33, the Company retroactively
adjusted its results of operations for 2010 to reflect its 4% investment in DDAC on the
equity method. As a result, when the Company now applies Rule 3-09 in 2011 to its
50% or less owned investees as of and for the year ended December 31, 2010, the
Company's share of Getrag's earnings is 19.8% of the Company's consolidated
earnings and, as such, no longer exceeds 20% of the condition set forth in Rule 1-
02(w)(3). Given the preceding circumstances, the Company wil not be required to fie
separate financial statements of Getrag for fiscal 2009 and 2010 in the Company's 2011
Form 1O-K.
The Company is currently in discussions with the majority owner of Getrag who has
expressed interest in purchasing the Company's ownership interest in Getrag. The
parties have reached preliminary agreement on the terms of such transaction, and we arc
submitting the transaction to the Company's Board of Directors for approval on July 27,
2011. Given the economics of the transaction and Getrag no longer being of strategic

importance to the Company, we fully expect our Board to approve the sale of om'
interest in Getrag. Accordingly, there is presently a high likelihood that the Company
wil soon divest its investment in Getl'ag and shift the focus to providing disclosures that
exclude the impacts of Getrag.
AlthoÜgh Getrag currently prepares audited financial statements, such statements have
been prepared for private company use. The scope of the additional activity required of
Getrag's management to address the additional disclosures and of its independent
auditors to update their report is uncertain to us.
As the requirement to provide separate financial statements for Getrag for fiscal 2010
appears to be a non-recurring anomaly, and is arguably obviated by conveiting our 4%
interest in DDAC to the equity basis, the Company believes that separate 20 I 0 Getrag
financials are not material to investors' understanding of the Company's financial
position or results of operations, notwithstanding the literal requirements of Rule 1-
02(w)(3). Based on the foregoing, the Company respectfully requests that the Staff
waive the financial statement requirements contained in Rule 3-09 to permit the
Company to exclude the financial statements of Getrag for fiscal 2010 and avoid an
amendment of the Company's 2010 Form 1O-K and the Company's Securities Act
registration statements.
If you have any questions regarding this request, please call me at 419-866-2592.
Very truly yours,
4~ t?ø~/
Rodney R. Filcek
Vice President Finance and
Chief Accounting Offcer