# UNITED STATES SECURITIES AND EXCHANGE COMMISSION 

Washington, DC 20549 

# Form 10-K 

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

3939 Technology Drive, Maumee, OH 

(Address of principal executive offices) 

Common Stock, par value $0.01 per share 

Delaware 

(State of incorporation) 

Title of each class 

Registrant’s telephone number, including area code: (419) 887-3000 

Securities registered pursuant to Section 12(g) of the Act:  None. 

# For the Fiscal Year Ended: December 31, 2014 

Commission File Number: 1-1063 

# Dana Holding Corporation 

(Exact name of registrant as specified in its charter) 

Securities registered pursuant to Section 12(b) of the Act: 

(IRS Employer Identification Number) 

Name of each exchange on which registered 

New York Stock Exchange 

26-1531856 

43537 

(Zip Code) 

Indicate by check mark if the registrant is a well-known seasoned issuer , as defined in Rule 405 of the Securities Act. Yes No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes 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 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any , every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T  (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's 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 lar ge accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “lar ge accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No 

The aggregate market value of the common stock held by non-af filiates of the registrant computed by reference to the closing price of the common stock on June 30, 2014 was $3,789,221,901. 

APPLICABLE ONLY TO CORPORATE ISSUERS: 

There were 164,785,497 shares of the registrant's common stock outstanding at February 6, 2015. 

DOCUMENTS INCORPORATED BY REFERENCE 

Portions of the definitive Proxy Statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be held on April 30, 2015 are incorporated by reference into Part III. 

