Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Dana Holding Corporation In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly , in all  material respects, the financial position of Dana Holding Corporation and its subsidiaries at December 31, 2014 and 2013, and  the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in  conformity with accounting principles generally accepted in the United States of  America. In addition, in our opinion, the  financial statement schedule listed in the index appearing under Item 15(a)(3) presents fairly , in all material respects, the  information set forth therein when read in conjunction with the related consolidated financial statements.  Also in our opinion,  the Company maintained, in all material respects, ef fective internal control over financial reporting as of December 31, 2014,  based on criteria established in  Internal Control - Integrated Framework (2013)  issued by the Committee of Sponsoring  Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements  and financial statement schedule, for maintaining ef fective internal control over financial reporting and for its assessment of the  effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial  Reporting under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement  schedule, and on the Company's internal control over financial reporting based on our integrated audits.  We conducted our  audits in accordance with the standards of the Public Company  Accounting Oversight Board (United States). Those standards  require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of  material misstatement and whether ef fective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in  the financial statements, assessing the accounting principles used and significant estimates made by management, and  evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining  an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and  evaluating the design and operating ef fectiveness of internal control based on the assessed risk. Our audits also included  performing such other procedures as we considered necessary in the circumstances.  We believe that our audits provide a  reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the  reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally  accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures  that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and  dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to  permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and  expenditures of the company are being made only in accordance with authorizations of management and directors of the  company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or  disposition of the company’s assets that could have a material ef fect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also,  projections of any evaluation of ef fectiveness to future periods are subject to the risk that controls may become inadequate  because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ PricewaterhouseCoopers LLP Toledo, Ohio February 20, 2015 38