UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K For the Fiscal Year Ended: December 31, 2014  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 1-1063 Dana Holding Corporation (Exact name of registrant as specified in its charter) 26-1531856 (IRS Employer Identification Number) 43537 (Zip Code) Delaware (State of incorporation) 3939 Technology Drive, Maumee, OH (Address of principal executive offices) Registrant’s telephone number, including area code: (419) 887-3000 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act:  None. Title of each class Common Stock, par value $0.01 per share 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.