4 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
+Added: $ 2,263  
+Added: $ 1,926  
Costs and expenses
4 unchanged sentences
Impairment of goodwill
−Removed: Pension settlement charge
Other income (expense), net
+Added: ( 19 )  
Earnings before interest and income taxes
−Removed: Write-off deferred financing costs
Interest income
Interest expense
−Removed: Earnings (loss) before income taxes
+Added: Earnings before income taxes
Income tax expense (benefit)
Equity in earnings of affiliates
−Removed: Net income (loss)
Noncontrolling interests net income
Redeemable noncontrolling interests net loss
−Removed: Net income (loss) attributable to the parent company
−Removed: Net income (loss) per share available to common stockholders
+Added: Net income attributable to the parent company
+Added: Net income per share available to common stockholders
+Added: $ 0.49  
+Added: $ 0.40  
+Added: Diluted  
+Added: $ 0.48  
+Added: $ 0.40  
Weighted-average common shares outstanding
+Added: Diluted  
The accompanying notes are an integral part of the consolidated financial statements.
3 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
−Removed: Net income (loss)
Other comprehensive income (loss), net of tax:
2 unchanged sentences
Defined benefit plans
−Removed: Other comprehensive income (loss)
+Added: Other comprehensive loss
Total comprehensive income (loss)
−Removed: Comprehensive (income) loss attributable to noncontrolling interests
−Removed: Comprehensive (income) loss attributable to redeemable noncontrolling interests
+Added: Comprehensive loss attributable to noncontrolling interests
+Added: Comprehensive loss attributable to redeemable noncontrolling interests
Comprehensive income (loss) attributable to the parent company
3 unchanged sentences
(In millions, except share and per share amounts)
−Removed: September 30,
Current assets
50 unchanged sentences
(In millions)
−Removed: Nine Months Ended
−Removed: September 30,
+Added: Three Months Ended
Operating activities
−Removed: Net income (loss)
Amortization of deferred financing charges
−Removed: Write-off of deferred financing costs
Earnings of affiliates, net of dividends received
4 unchanged sentences
Change in working capital
−Removed: Net cash provided by operating activities
+Added: Net cash provided by (used in) operating activities
Investing activities
12 unchanged sentences
Distributions to noncontrolling interests
−Removed: Sale of interest to noncontrolling shareholder
Contributions from noncontrolling interests
−Removed: Payments to acquire noncontrolling interests
−Removed: Repurchases of common stock
−Removed: Net cash provided by financing activities
+Added: Net cash provided by (used in) financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
18 unchanged sentences
Pension and Postretirement Benefit Plans
+Added: Marketable Securities
Financing Agreements
22 unchanged sentences
2020 Form 10 -K).
−Removed: During the second quarter of 2020, we identified an error in the loss attributable to redeemable noncontrolling interests due to incorrectly excluding the share of the goodwill impairment charge related to the redeemable noncontrolling interests. Of the $ 48 million impairment charge recorded for the Commercial Vehicle reporting unit during the quarter ended March 31, 2020, $ 20 million should have been attributable to the redeemable noncontrolling interests.
−Removed: We concluded that the error was not material to the financial statements for the quarter ended March 31, 2020 and therefore, amendment of the previously filed Quarterly Report on Form 10 -Q for the quarter ended March 31, 2020 is not required.
−Removed: In accordance with ASC Topic 250, "Accounting Changes and Error Corrections," we have corrected the error in the prior period by revising the year-to-date consolidated financial statements appearing herein.
−Removed: The first quarter of 2020 not presented herein will be revised, as applicable, in future filings. The following historical consolidated financial information includes both the consolidated financial information “as previously reported”
+Added: During the second quarter of 2020, we identified an error in the loss attributable to redeemable noncontrolling interests due to incorrectly excluding the share of the goodwill impairment charge related to the redeemable noncontrolling interests. Of the $ 48 impairment charge recorded for the Commercial Vehicle reporting unit during the quarter ended March 31, 2020, $ 20 should have been attributable to the redeemable noncontrolling interests.
+Added: We concluded that the error was not material to the financial statements for the quarter ended March 31, 2020 and therefore, amendment of the previously filed Quarterly Report on Form 10 -Q for the quarter ended March 31, 2020 was not required.
+Added: In accordance with ASC Topic 250, "Accounting Changes and Error Corrections," we corrected the error of the prior period by revising the then year-to-date consolidated financial statements.
+Added: The first quarter of 2020 presented herein has been revised in this filing. The following historical consolidated financial information includes both the consolidated financial information “as previously reported”
in our Quarterly Report on Form 10 -Q for the quarter ended March 31, 2020, as well as the consolidated financial information “as revised”
to reflect the correction of the error.
−Removed: Three Months Ended March 31,
+Added: Period Ended March 31, 2020
As Previously Reported  
27 unchanged sentences
Recently adopted accounting pronouncements
−Removed: On January 1, 2020, we adopted Accounting Standards Update (ASU) 2016 - 13, Financial Instruments – Credit Losses (Topic 326 ):
−Removed: Measurement of Credit Losses on Financial Instruments , using the modified retrospective approach and an application date of January 1, 2020. 
−Removed: This guidance introduces a new approach to estimating credit losses on certain types of financial instruments and modifies the impairment model for available-for-sale debt securities.
−Removed: The adoption resulted in a noncash cumulative effect adjustment to retained earnings on our opening consolidated balance sheet as of January 1, 2020. 
−Removed: We also adopted the following standard during the first nine months of 2020 , which did not have a material impact on our financial statements or financial statement disclosures:
−Removed: Effective Date
−Removed: Intangibles –
−Removed: Goodwill and Other –
−Removed: Internal-Use Software, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract  
−Removed: January 1, 2020
−Removed: 2018 - 14  
−Removed: Compensation –
−Removed: Retirement Benefits –
−Removed: Defined Benefit Plans –
−Removed: General, Disclosure Framework –
−Removed: Changes to the Disclosure Requirements for Defined Benefit Plans  
−Removed: January 1, 2020
−Removed: 2018 - 13  
−Removed: Fair Value Measurement, Disclosure Framework –
−Removed: Changes to the Disclosure Requirements for Fair Value Measurement  
−Removed: January 1, 2020
−Removed: Recently issued accounting pronouncements
−Removed: In March 2020, the FASB issued ASU 2020 - 04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting .
−Removed: This guidance is intended to provide temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The amendments in this ASU are elective and are effective upon issuance for all entities through December 31, 2022. 
−Removed: We are currently assessing the impact of this guidance on our consolidated financial statements.
−Removed: In December 2019, the FASB issued ASU 2019 - 12, Income Taxes –
+Added: On January 1, 2021, we adopted Accounting Standards Update (ASU) 2019 - 12, Income Taxes –
Simplifying the Accounting for Income Taxes .
1 unchanged sentence
The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.
−Removed: This guidance becomes effective January 1, 2021 and early adoption is permitted.
Adoption of this guidance requires certain changes to primarily be made prospectively, with some changes to be made retrospectively.
−Removed: We are currently assessing the impact of this guidance on our consolidated financial statements.
+Added: The adoption of this standard did not have a material impact on our consolidated financial statements.
+Added: Recently issued accounting pronouncements
+Added: In March 2020, the FASB issued ASU 2020 - 04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting and in January 2021, the FASB issued ASU 2021 - 01, Reference Rate Reform .
+Added: The guidance is intended to provide temporary optional expedients and exceptions to GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. The amendments in these ASUs are elective and are effective upon issuance for all entities through December 31, 2022. 
+Added: We are currently assessing the impact of the guidance on our consolidated financial statements.
+Added: Pi Innovo Holding Limited  —
+Added: On March 1, 2021, we acquired the remaining 51 % ownership interest in Pi Innovo Holding Limited (Pi Innovo). Pi Innovo designs, develops and manufactures electronic control units spanning a range of applications and industries. The acquisition of the remaining ownership interest provides us with a 100 % ownership interest in Pi Innovo.
+Added: The total purchase consideration of $ 35 is comprised of $ 18 of cash paid at closing and the $ 17 fair value of our previously held equity method investment in Pi Innovo.
+Added: The results of operations of the business are reported within our Commercial Vehicle operating segment.
+Added: The pro forma effects of this acquisition would not materially impact our reported results for any period presented, and as a result no pro forma financial information is presented.
Ashwoods Innovations Limited  —
6 unchanged sentences
See Hydro-Québec relationship discussion below for details of subsequent changes in our ownership interest in Ashwoods.
−Removed: The pro forma effects of this acquisition would not materially impact our reported results for any period presented, and as a result no pro forma financial information is presented.
−Removed: Nordresa —
−Removed: On August 26, 2019, we acquired a 100 % ownership interest in Nordresa Motors, Inc.
−Removed: (Nordresa) for consideration of $ 12 , using cash on hand.
−Removed: Nordresa is a prominent integration and application engineering expert for the development and commercialization of electric powertrains for commercial vehicles.
−Removed: The investment further enhances Dana's electrification capabilities by combining its complete portfolio of motors, inverters, chargers, gearboxes, and thermal-management products with Nordresa's proprietary battery-management system, electric powertrain controls and integration expertise to deliver complete electric powertrain systems.
−Removed: The results of operations of the business are reported within our Commercial Vehicle operating segment.
−Removed: The pro forma effects of this acquisition would not materially impact our reported results for any period presented, and as a result no pro forma financial information is presented.
+Added: The results of operations of the business are reported within our Off-Highway operating segment. The pro forma effects of this acquisition would not materially impact our reported results for any period presented, and as a result no pro forma financial information is presented.
Hydro-Québec Relationship —
−Removed: On July 29, 2019, we broadened our relationship with Hydro-Québec, with Hydro-Québec acquiring an indirect 45 % redeemable noncontrolling interest in S.M.E.
−Removed: (SME) and increasing its existing indirect 22.5 % noncontrolling interest in Prestolite E-Propulsion Systems (Beijing) Limited (PEPS) to 45 %.
−Removed: We received $ 65 at closing, consisting of $ 53 of cash and a note receivable of $ 12 .
−Removed: The note is payable in five years and bears annual interest of 5 %.
−Removed: Dana will continue to consolidate SME and PEPS as the governing documents continue to provide Dana with a controlling financial interest in these subsidiaries.
−Removed: See Note 7  for additional information.
−Removed: See below for a discussion of Dana's acquisitions of PEPS and SME. On April 14, 2020, Hydro-Québec acquired an indirect 45 % redeemable noncontrolling interest in Ashwoods.
+Added: On April 14, 2020, Hydro-Québec acquired an indirect 45 % redeemable noncontrolling interest in Ashwoods.
We received $ 9 in cash at closing, inclusive of $ 2 in proceeds on a loan from Hydro-Québec.
Dana will continue to consolidate Ashwoods as the governing documents continue to provide Dana with a controlling financial interest in this subsidiary.
−Removed: Prestolite E-Propulsion Systems (Beijing) Limited —
−Removed: On June 6, 2019, we acquired Prestolite Electric Beijing Limited's (PEBL) 50 % ownership interest in PEPS.
−Removed: PEPS manufactures and distributes electric mobility solutions, including electric motors, inverters, and generators for commercial vehicles and heavy machinery.
−Removed: PEPS has a state-of-the-art facility in China, enabling us to expand motor and inverter manufacturing capabilities in the world's largest electric-mobility market.
−Removed: The acquisition of PEBL's interest in PEPS, along with our existing ownership interest in PEPS through our TM4 subsidiary, provides us with a 100 % ownership interest and a controlling financial interest in PEPS.
−Removed: We recognized a $ 2 gain to other income (expense), net on the required remeasurement of our previously held equity method investment in PEPS to fair value.
−Removed: See Hydro-Québec relationship discussion above for details of subsequent changes in our ownership interest in PEPS.
−Removed: We paid $ 50 at closing using cash on hand.
−Removed: The purchase consideration and related allocation to the acquisition date fair values of the assets acquired and liabilities assumed are presented in the following table:
−Removed: Purchase consideration paid at closing
−Removed: Fair value of previously held equity method investment
−Removed: Total purchase consideration
−Removed: Cash and cash equivalents
−Removed: Accounts receivable - Trade
−Removed: Intangibles  
−Removed: Property, plant and equipment
−Removed: Accounts payable
−Removed: Other accrued liabilities
−Removed: Other noncurrent liabilities  
−Removed: Total purchase consideration allocation
−Removed: Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and the assembled workforce and is not deductible for tax purposes.
−Removed: We used a combination of the discounted cash flow method, an income approach, and the guideline public company method, a market approach, to value our previously held equity method investment in PEPS.
−Removed: The fair value assigned to intangibles includes $ 10 allocated to customer relationships.
−Removed: We used the multi-period excess earnings method, an income approach, to value customer relationships.
−Removed: The customer relationships intangible asset is being amortized on a straight-line basis over seven years.
−Removed: The results of operations of the business are reported in our Commercial Vehicle operating segment from the date of acquisition.
−Removed: The pro forma effects of this acquisition would not materially impact our reported results for any period presented, and as a result no pro forma financial information is presented.
−Removed: PEPS had an insignificant impact on our consolidated results of operations during 2019.
−Removed: Oerlikon Drive Systems —
−Removed: On February 28, 2019, we acquired a 100 % ownership interest in the Oerlikon Drive Systems (ODS) segment of the Oerlikon Group.
−Removed: ODS is a global manufacturer of high-precision gears, planetary hub drives for wheeled and tracked vehicles, and products, controls, and software that support vehicle electrification across the mobility industry.
−Removed: The acquisition of ODS is expected to deliver significant long-term value by accelerating our commitment to vehicle electrification and strengthening the technology portfolio for each of our end markets while further expanding and balancing the manufacturing presence of our off-highway business in key geographical markets.
−Removed: We paid $ 626 at closing which was funded primarily through debt proceeds.
−Removed: See Note 11  for additional information.
−Removed: The purchase consideration and related allocation to the acquisition date fair values of the assets acquired and liabilities assumed are presented in the following table:
−Removed: Purchase consideration paid at closing
−Removed: Less purchase consideration to be recovered for indemnified matters
−Removed: Total purchase consideration
−Removed: Cash and cash equivalents
−Removed: Accounts receivable - Trade
−Removed: Accounts receivable - Other
−Removed: Other current assets
−Removed: Deferred tax assets
−Removed: Other noncurrent assets
−Removed: Investments in affiliates
−Removed: Operating lease assets  
−Removed: Property, plant and equipment
−Removed: Current portion of long-term debt
−Removed: Accounts payable
−Removed: Accrued payroll and employee benefits
−Removed: Current portion of operating lease liabilities  
−Removed: Taxes on income  
−Removed: Other accrued liabilities
−Removed: Long-term debt
−Removed: Pension and postretirement obligations
−Removed: Noncurrent operating lease liabilities  
−Removed: Other noncurrent liabilities
−Removed: Noncontrolling interests
−Removed: Total purchase consideration allocation
−Removed: Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and the assembled workforce and is not deductible for tax purposes.
−Removed: The fair values assigned to intangibles includes $ 11 allocated to developed technology, $ 13 allocated to trademarks and trade names and $ 34 allocated to customer relationships.
−Removed: Various valuation techniques were used to determine the fair value of the intangible 
−Removed: assets, with the primary techniques being forms of the income approach, specifically, the relief from-royalty and excess earnings valuation methods, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy.
−Removed: Under these valuation approaches, we are required to make estimates and assumptions about sales, operating margins, growth rates, customer attrition rates, royalty rates and discount rates based on anticipated future cash flows and marketplace data.
−Removed: We used a replacement cost method to value fixed assets. The developed technology, trademarks and trade names and customer relationship intangible assets are being amortized on a straight-line basis over seven , ten and twelve years, respectively.
−Removed: Property, plant and equipment is being depreciated on a straight-line basis over useful lives ranging from three to twenty-five years.
−Removed: The results of operations of the business are primarily reported in our Off-Highway and Commercial Vehicle operating segments.
−Removed: Transaction related expenses associated with completion of the acquisition totaling $ 13 in 2019 were charged to other income (expense), net.
−Removed: During 2019,  the business contributed sales of $ 630 .
−Removed: The following unaudited pro forma information has been prepared as if the ODS acquisition and the related debt financing had occurred on January 1, 2018.
−Removed: Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30, 2019
−Removed: September 30, 2019
−Removed: $ 2,164  
−Removed: $ 6,778  
−Removed: The unaudited pro forma results include adjustments primarily related to purchase accounting, interest expense related to the debt proceeds used in connection with the acquisition of ODS, and non-recurring strategic transaction expenses.
−Removed: The unaudited pro forma financial information is not indicative of the operational results that would have been obtained had the transactions actually occurred as of that date, nor is it necessarily indicative of Dana’s future operational results.
−Removed: On January 11, 2019, we acquired a 100 % ownership interest in SME.
−Removed: SME designs, engineers, and manufactures low-voltage AC induction and synchronous reluctance motors, inverters, and controls for a wide range of off-highway electric vehicle applications, including material handling, agriculture, construction, and automated-guided vehicles.
−Removed: The addition of SME's low-voltage motors and inverters, which are primarily designed to meet the evolution of electrification in off-highway equipment, significantly expands Dana's electrified product portfolio.
−Removed: See Hydro-Québec relationship discussion above for details of subsequent changes in our ownership interest in SME.
−Removed: We paid $ 88 at closing, consisting of $ 62 in cash on hand and a note payable of $ 26 which allows for net settlement of potential contingencies as defined in the purchase agreement.
−Removed: The note is payable in five years and bears annual interest of 5 %.
−Removed: The purchase consideration and the related allocation to the acquisition date fair values of the assets acquired and liabilities assumed are presented in the following table:
−Removed: Total purchase consideration
−Removed: Accounts receivable - Trade
−Removed: Accounts receivable - Other
−Removed: Property, plant and equipment
−Removed: Short-term debt
−Removed: Accounts payable
−Removed: Accrued payroll and employee benefits
−Removed: Other accrued liabilities
−Removed: Other noncurrent liabilities
−Removed: Total purchase consideration allocation
−Removed: Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and the assembled workforce and is not deductible for tax purposes.
−Removed: The fair values assigned to intangibles include $ 15 allocated to developed technology and $ 9 allocated to customer relationships.
−Removed: We used the relief from royalty method, an income approach, to value developed technology.
−Removed: We used the multi-period excess earnings method, an income approach, to value customer relationships.
−Removed: We used a replacement cost method to value fixed assets.
−Removed: The developed technology and customer relationship intangible assets are being amortized on a straight-line basis over twelve and ten years, respectively, and property, plant and equipment is being depreciated on a straight-line basis over useful lives ranging from one to twenty years.
−Removed: The results of operations of the business are reported in our Off-Highway operating segment from the date of acquisition.
−Removed: The pro forma effects of this acquisition would not materially impact our reported results for any period presented, and as a result no pro forma financial information is presented.
−Removed: During 2019, the business contributed sales of $ 21 .
Goodwill and Other Intangible Assets
1 unchanged sentence
Our goodwill is tested for impairment annually as of October 31 for all of our reporting units, and more frequent if events or circumstances warrant such a review.
−Removed: We completed numerous acquisitions in 2018 and 2019 that are included in our Commercial Vehicle and Off-Highway reporting units. These acquisitions were recorded on the balance sheet at their estimated acquisition date fair values and therefore had no cushion of fair value over their carrying value.
−Removed: As a result of the effect of the COVID- 19 pandemic on our expected future operating cash flows, a decrease in our share price which reduced our market capitalization below the book value of net assets and lower cushion in our expected reporting unit fair values as a result of the recent acquisitions, we determined certain impairment triggers had occurred in the first quarter of 2020.
+Added: No impairment charge was recorded in connection with our annual goodwill impairment test performed as of October 31, 2020 and we did not identify any events or circumstances during the first quarter 2021 that required an interim impairment test.
+Added: We expect that the fair value of our reporting units will continue to exceed their carrying values in future periods.
+Added: As a result of the effect of the global COVID- 19 pandemic on our expected future operating cash flows, a decrease in our share price which reduced our market capitalization below the book value of net assets and lower cushion in our expected reporting unit fair values as a result of the recent acquisitions, we determined certain impairment triggers had occurred in the first quarter of 2020.
Accordingly, we performed interim impairment analyses at each of our reporting units as of March 31, 2020.
−Removed: As discussed in our 2019 Form 10 -K, we estimate the fair value of the reporting units using various valuation methodologies, including discounted cash flow projections and multiples of current earnings.
−Removed: In determining fair value using discounted cash flow projections, we make significant assumptions and estimates about the extent and timing of future cash flows, including revenue growth rates, projected gross margins, discount rates, terminal growth rates, and exit earnings multiples.
−Removed: If the estimated fair value of the reporting unit exceeds its carrying value, the goodwill is considered not impaired.
−Removed: If the carrying value of the reporting unit exceeds its estimated fair value, a goodwill impairment charge is recorded for the difference, with the impairment loss limited to the total amount of goodwill allocated to that reporting unit.
Based on the results of our interim impairment tests, we concluded that carrying value exceeded fair value in our Commercial Vehicle and Light Vehicle reporting units and we recorded a goodwill impairment charge of $ 51 in the first quarter of 2020.
−Removed:  Our testing for the Off-Highway reporting unit indicated that fair value slightly exceeded carrying value and, accordingly, no impairment charge was required.
−Removed: The reduction in fair values, and the corresponding impairment charges, were primarily driven by the negative effect of the COVID- 19 pandemic on each reporting unit’s near-term cash flows. The remaining balance of goodwill for the Commercial Vehicle and Off-Highway reporting units continues to be at risk for impairment.
−Removed: New shutdowns due to the COVID- 19 pandemic or a significant reduction in demand caused by decreased consumer confidence and spending following the pandemic may result in the need to recognize an additional impairment charge in the Commercial Vehicle or Off-Highway reporting units.
−Removed: The remaining change in the carrying amount of goodwill in 2020 is primarily due to the acquisition of Ashwoods, measurement period adjustments for the Nordresa acquisition and currency fluctuation.
+Added: See Note 3 to our consolidated financial statements in Item 8 of our 2020 Form 10 -K for additional information on these impairment losses.
+Added: The change in the carrying amount of goodwill in 2021 is primarily due to the acquisition of Pi Innovo, measurement period adjustments for the 2020 Ashwoods acquisition and currency fluctuation.
See Note 2 for additional information on recent acquisitions.
−Removed: Changes in the carrying amount of goodwill by segment — 
+Added: Changes in the carrying amount of goodwill by segment 
+Added: — 
Light Vehicle
2 unchanged sentences
Balance, December 31, 2020
−Removed: Currency impact
−Removed: Balance, September 30, 2020
+Added: Acquisitions  
+Added: ( 11 )  
+Added: Currency impact  
+Added: Balance, March 31, 2021
Components of other intangible assets — 
−Removed: September 30, 2020
+Added: March 31, 2021
December 31, 2020
8 unchanged sentences
Core technology
+Added: $ ( 103 )  
+Added: $ ( 103 )  
Trademarks and trade names
+Added: ( 10 )  
Customer relationships
+Added: ( 428 )  
+Added: ( 431 )  
Non-amortizable intangible assets
Trademarks and trade names
+Added: $ ( 541 )  
+Added: $ ( 543 )  
The net carrying amounts of intangible assets, other than goodwill, attributable to each of our operating segments at 
−Removed: September 30, 2020 were as follows:
+Added: March 31, 2021 were as follows:
Light Vehicle —
4 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
Charged to cost of sales
1 unchanged sentence
Total amortization
−Removed: The following table provides the estimated aggregate pre-tax amortization expense related to intangible assets for each of the next five years based on September 30, 2020 exchange rates.
+Added: The following table provides the estimated aggregate pre-tax amortization expense related to intangible assets for each of the next five years based on March 31, 2021 exchange rates.
Actual amounts may differ from these estimates due to such factors as currency translation, customer turnover, impairments, additional intangible asset acquisitions and other events.
5 unchanged sentences
Restructuring expense includes costs associated with current and previously announced actions and is comprised of contractual and noncontractual separation costs and exit costs, including certain operating costs of facilities that we are in the process of closing.
−Removed: Net restructuring charges of $ 2 and $ 5  in the 
−Removed: third quarters of 
+Added: Net restructuring charges of $ 1  and $ 3  in the 
+Added: first quarters of 
2021  and 
−Removed: 2019  and $ 21 and $ 23  in the nine months ended September 30 of 2020 and 2019 were comprised of severance and benefit costs related to integration of recent acquisitions, headcount reductions across our operations and exit costs related to previously announced actions.
+Added: 2020  were comprised of severance and benefit costs related to integration of recent acquisitions, headcount reductions across our operations and exit costs related to previously announced actions.
Accrued restructuring costs and activity —
Employee Termination Benefits
−Removed: Balance, June 30, 2020
−Removed: Charges to restructuring
−Removed: Adjustments of accruals
−Removed: Cash payments
−Removed: Balance, September 30, 2020
Balance, December 31, 2020
Charges to restructuring
−Removed: Adjustments of accruals
−Removed: Cash payments
−Removed: Balance, September 30, 2020
−Removed: At September 30, 2020 , the accrued employee termination benefits include costs to reduce approximately 400 employees to be completed over the next year.
+Added: Cash payments  
+Added: Currency impact  
+Added: Balance, March 31, 2021
+Added: At March 31, 2021 , the accrued employee termination benefits include costs to reduce approximately 500 employees to be completed over the next year.
Cost to complete —
−Removed: The following table provides project-to-date and estimated future restructuring expenses for completion of our approved restructuring initiatives for our business segments at September 30, 2020 .
+Added: The following table provides project-to-date and estimated future restructuring expenses for completion of our approved restructuring initiatives for our business segments at March 31, 2021 .
Expense Recognized
3 unchanged sentences
Commercial Vehicle
−Removed: Power Technologies
The future cost to complete includes estimated separation costs, primarily those associated with one -time benefit programs, and exit costs through 2021, equipment transfers and other costs which are required to be recognized as closures are finalized or as incurred during the closure.
1 unchanged sentence
Inventory components at —
−Removed: September 30, 2020
+Added: March 31, 2021
December 31, 2020
−Removed: Raw materials
−Removed: Work in process and finished goods
−Removed: Inventory reserves
+Added: Raw materials  
+Added: Work in process and finished goods  
+Added: Inventory reserves  
+Added: ( 77 )  
+Added: $ 1,260  
+Added: $ 1,149  
Cash, cash equivalents and restricted cash at —
−Removed: September 30, 2020
+Added: March 31, 2021
December 31, 2020
−Removed: September 30, 2019
+Added: March 31, 2020
December 31, 2019
−Removed: Cash and cash equivalents
−Removed: Restricted cash included in other current assets
−Removed: Restricted cash included in other noncurrent assets
+Added: Cash and cash equivalents  
+Added: Restricted cash included in other current assets  
+Added: Restricted cash included in other noncurrent assets  
Total cash, cash equivalents and restricted cash
4 unchanged sentences
Share repurchase program —
−Removed: On December 11, 2019 our Board of Directors approved an extension of our existing common stock share repurchase program through December 31, 2021.
−Removed: Approximately $ 150 remained available for future share repurchases as of September 30, 2020 .
+Added: On February 16, 2021 
+Added: our Board of Directors approved an extension of our existing common stock share repurchase program through December 31, 2023.
+Added: Approximately $ 150 remained available for future share repurchases as of March 31, 2021 .
Changes in equity —
−Removed: Three Months Ended September 30,
−Removed: Additional Paid-In Capital
−Removed: Retained Earnings
−Removed: Treasury Stock
−Removed: Accumulated Other Comprehensive Loss
−Removed: Non-controlling Interests
−Removed: Balance, June 30, 2020
−Removed: Other comprehensive income
−Removed: Distributions to noncontrolling interests
−Removed: Purchase of noncontrolling interests
−Removed: Stock compensation
−Removed: Balance, September 30, 2020
−Removed: Balance, June 30, 2019
−Removed: Other comprehensive loss
−Removed: Common stock dividends
−Removed: Distributions to noncontrolling interests
−Removed: Stock compensation
−Removed: Balance, September 30, 2019
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
Additional Paid-In Capital
4 unchanged sentences
Balance, December 31, 2020
−Removed: Adoption of ASU 2016-13 credit losses, January 1, 2020
−Removed: Net income (loss)
−Removed: Other comprehensive income (loss)
−Removed: Common stock dividends
−Removed: Distributions to noncontrolling interests
−Removed: Purchase of noncontrolling interests
+Added: $ 2,408  
+Added: $ ( 156 )  
+Added: $ ( 1,026 )  
+Added: $ 1,834  
+Added: Other comprehensive income
+Added: ( 18 )  
+Added: Common stock dividends  
+Added: ( 14 )  
+Added: Redeemable noncontrolling interests adjustment to redemption value  
Stock compensation
−Removed: Stock withheld for employee taxes
−Removed: Balance, September 30, 2020
+Added: Stock withheld for employee taxes  
+Added: Balance, March 31, 2021
+Added: $ 2,415  
+Added: $ ( 161 )  
+Added: $ ( 1,044 )  
+Added: $ 1,870  
Balance, December 31, 2019
−Removed: Adoption of ASU 2016-02 leases, January 1, 2019
−Removed: Other comprehensive income (loss)
+Added: $ 2,386  
+Added: $ ( 150 )  
+Added: $ ( 987 )  
+Added: $ 1,968  
+Added: Adoption of ASU 2016-13 credit losses, January 1, 2020  
+Added: Other comprehensive loss
+Added: ( 111 )  
+Added: ( 19 )  
Common stock dividends
+Added: ( 15 )  
Distributions to noncontrolling interests
−Removed: Increase from business combination
−Removed: Common stock share repurchases
Stock compensation
−Removed: Stock withheld for employee taxes
−Removed: Balance, September 30, 2019
−Removed: Changes in each component of accumulated other comprehensive income (AOCI) of the parent —
−Removed: Parent Company Stockholders
−Removed: Foreign Currency Translation
−Removed: Defined Benefit Plans
−Removed: Accumulated Other Comprehensive Loss
−Removed: Balance, June 30, 2020
−Removed: Other comprehensive income (loss):
−Removed: Currency translation adjustments
−Removed: Holding gains and losses
−Removed: Reclassification of amount to net income (a)
−Removed: Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)
−Removed: Other comprehensive income
−Removed: Balance, September 30, 2020
−Removed: Balance, June 30, 2019
−Removed: Other comprehensive income (loss):
−Removed: Currency translation adjustments
−Removed: Holding gains and losses
−Removed: Reclassification of amount to net income (a)
−Removed: Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)
−Removed: Other comprehensive income (loss)
−Removed: Balance, September 30, 2019
+Added: Stock withheld for employee taxes  
+Added: Balance, March 31, 2020
+Added: $ 2,391  
+Added: $ ( 156 )  
+Added: $ ( 1,098 )  
+Added: $ 1,880  
+Added: Changes in each component of accumulated other comprehensive income (loss) (AOCI) of the parent —
Parent Company Stockholders
3 unchanged sentences
Balance, December 31, 2020
+Added: $ ( 802 )  
+Added: $ ( 233 )  
Other comprehensive income (loss):
2 unchanged sentences
Reclassification of amount to net income (a)
+Added: ( 50 )  
Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)
−Removed: Tax (expense) benefit
+Added: Tax (expense) benefit  
Other comprehensive income (loss)
−Removed: Balance, September 30, 2020
+Added: ( 17 )  
+Added: Balance, March 31, 2021
+Added: $ ( 806 )  
+Added: $ ( 8 )  
+Added: $ ( 230 )  
Balance, December 31, 2019
+Added: $ ( 714 )  
+Added: $ ( 30 )  
+Added: $ ( 243 )  
Other comprehensive income (loss):
Currency translation adjustments
+Added: ( 143 )  
Holding gains and losses
Reclassification of amount to net income (a)
−Removed: Net actuarial gains
+Added: ( 11 )  
Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)
+Added: Tax (expense) benefit  
Other comprehensive income (loss)
−Removed: Balance, September 30, 2019
+Added: ( 143 )  
+Added: Balance, March 31, 2020
+Added: $ ( 857 )  
+Added: $ ( 1 )  
+Added: $ ( 240 )  
(a) Realized gains and losses from currency-related forward contracts associated with forecasted transactions or from other derivative instruments treated as cash flow hedges are reclassified from AOCI into the same line item in the consolidated statement of operations in which the underlying forecasted transaction or other hedged item is recorded.
2 unchanged sentences
Redeemable Noncontrolling Interests
−Removed: In connection with the acquisition of a controlling financial interest in TM4 from Hydro-Québec on June 22, 2018, we recognized $ 102 for Hydro-Québec's 45 % redeemable noncontrolling interest in TM4.
−Removed: On July 29, 2019, we broadened our relationship with Hydro-Québec, with Hydro-Québec acquiring an indirect 45 % redeemable noncontrolling interest in SME and an additional indirect 22.5 % redeemable noncontrolling interest in PEPS which resulted in recognition of additional redeemable noncontrolling interest of $ 64 .
−Removed: April 14, 2020, Hydro-Québec acquired an indirect 45 % redeemable noncontrolling interest in Ashwoods which resulted in recognition of additional redeemable noncontrolling interest of $ 7 . The terms of the agreement provide Hydro-Québec with the right to put all, and not less than all, of its ownership interests in TM4, SME, PEPS and Ashwoods to Dana at fair value any time after June 22, 2021.
+Added: Hydro-Québec holds direct 45 % redeemable noncontrolling interest in Dana TM4 Inc.
+Added: and Dana TM4 USA, LLC and indirect 45 % ownership interests in Dana (Beijing) Electric Motor Co., Ltd., Dana TM4 Italia S.r.l., Ashwoods Innovations Ltd.
+Added: and Dana TM4 Private Limited (together Dana TM4 ). Hydro-Québec may put all, and not less than all, of its ownership interests in Dana TM4 to Dana at fair value any time after June 22, 2021.
See Note 2 for additional information.
Redeemable noncontrolling interests reflected as of the balance sheet date are the greater of the redeemable noncontrolling interest balances adjusted for comprehensive income items and distributions or the redemption values.
−Removed: Redeemable noncontrolling interest adjustments of redemption value are recorded in retained earnings. See Note 1 for additional information on the correction of the error in net loss attributable to redeemable noncontrolling interests. 
+Added: Redeemable noncontrolling interest adjustments of redemption value are recorded in retained earnings. We estimate the fair value of the redemption value using an income based approach based on discounted cash flow projections.
+Added: In determining fair value using discounted cash flow projections, we make significant assumptions and estimates about the extent and timing of future cash flows, including revenue growth 
+Added: rates, projected EBITDA, discount rates, terminal growth rates and exit multiples. See Note 1 for additional information on the correction of the error in net loss attributable to redeemable noncontrolling interests. 
Reconciliation of changes in redeemable noncontrolling interests —
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
Balance, beginning of period
−Removed: Capital contribution from redeemable noncontrolling interest
−Removed: Sale of redeemable noncontrolling interest
+Added: Capital contribution from redeemable noncontrolling interest  
+Added: Adjustment to redemption value  
Comprehensive income (loss) adjustments:
Net loss attributable to redeemable noncontrolling interests
−Removed: Other comprehensive income (loss) attributable to redeemable noncontrolling interests
+Added: Other comprehensive income attributable to redeemable noncontrolling interests  
Balance, end of period
2 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
−Removed: Net income (loss) available to common stockholders - Numerator basic and diluted
+Added: Net income available to common stockholders - Numerator basic and diluted
Weighted-average common shares outstanding - Basic
2 unchanged sentences
The share count for diluted earnings per share is computed on the basis of the weighted-average number of common shares outstanding plus the effects of dilutive common stock equivalents (CSEs) outstanding during the period.
−Removed: We excluded 1.6 million and 0.6  million CSEs from the calculation of diluted earnings per share for the third quarters of 
+Added: We excluded 0.9  million and 0.6  million CSEs from the calculation of diluted earnings per share for the first quarters of 
2021 and 
−Removed: 2019  and excluded 1.3  million and 0.2  million of CSEs for the respective year-to-date periods as the effect of including them would have been anti-dilutive.
−Removed: In addition, we excluded CSEs that satisfied the definition of potentially dilutive shares of 0.5  million for the year-to-date 2020 period since there was no net income available to common stockholders for these periods.
+Added: 2020  as the effect of including them would have been anti-dilutive.
Stock Compensation
1 unchanged sentence
(In millions)
+Added: $ 23.43  
+Added: $ 26.81  
* Weighted-average per share
We calculated the fair value of the RSUs at grant date based on the closing market price of our common stock at the date of grant.
−Removed: The number of PSUs that ultimately vest is contingent on achieving specified margin targets and specified free cash flow targets, with an even distribution between the two targets.
−Removed: We estimated the fair value of the PSUs at grant date based on the closing market price of our common stock at the date of grant adjusted for the value of assumed dividends over the period because the awards are not dividend protected.
+Added: The number of PSUs that ultimately vest is contingent on achieving specified financial targets and specified total shareholder return targets relative to peer companies.
+Added: For the portion of the award based on financial metrics, we estimated the fair value of the PSUs at grant date based on the closing market price of our common stock at the date of grant adjusted for the value of assumed dividends over the period because the awards are not dividend protected. For the portion of the award based on shareholder returns, we estimated the fair value of the PSUs at grant date using various assumptions as part of a Monte Carlo simulation.
+Added: The expected term represents the period from the grant date to the end of the three -year performance period.
+Added: The risk-free interest rate of 0.18 % was based on U.S.
+Added: Treasury constant maturity rates at the grant date.
+Added: dividend yield of 2.27 % was calculated using a blended approach of a historical average yield calculated by dividing the expected annual dividend by the average stock price over the prior year and the current yield calculated by dividing the expected annual dividend by the grant date stock price.
+Added: The estimated volatility of 62.8 % was based on observed historical volatility of daily stock returns for the 3 -year period preceding the grant date. 
+Added: We received $ 4 of cash from the exercise of stock options related to 0.2 million shares.
We paid $ 2  of cash to settle RSUs.
1 unchanged sentence
We recognized stock compensation expense of $ 5  and $ 4  during the 
−Removed: third quarters of 
+Added: first quarters of 
2021 and 
−Removed: 2019  and expense of $ 5  and $ 15  during the respective year-to-date periods.
−Removed: At September 30, 2020 , the total unrecognized compensation cost related to the nonvested awards granted and expected to vest was $ 20 .
+Added: At March 31, 2021 , the total unrecognized compensation cost related to the nonvested awards granted and expected to vest was $ 36 .
This cost is expected to be recognized over a weighted-average period of 2.3  years.
2 unchanged sentences
Other postretirement benefits (OPEB), including medical and life insurance, are provided for certain employees upon retirement.
−Removed: Components of net periodic benefit cost — 
−Removed: Three Months Ended September 30,
−Removed: Interest cost
−Removed: Expected return on plan assets
−Removed: Settlement charge
−Removed: Amortization of net actuarial loss
−Removed: Net periodic benefit cost
−Removed: Nine Months Ended September 30,
+Added: Components of net periodic benefit cost (credit) — 
+Added: Three Months Ended March 31,
Interest cost
Expected return on plan assets
−Removed: Settlement charge
Amortization of net actuarial loss
2 unchanged sentences
The non-service components are reported in other income (expense), net and are not eligible for capitalization.
−Removed: Plan termination —
−Removed: In October 2017, upon authorization by the Dana Board of Directors, we commenced the process of terminating one of our U.S.
−Removed: defined benefit pension plans. During the second quarter of 2019, payments were made from plan assets to those plan participants that elected to take the lump-sum payout option.
−Removed: In June 2019, we entered into (a) a definitive commitment agreement by and among Dana, Athene Annuity and Life Company (Athene) and State Street Global Advisors, as independent fiduciary to the plan, and (b) a definitive commitment agreement by and among Dana, Companion Life Insurance Company (Companion) and State Street Global Advisors, as independent fiduciary to the plan.
−Removed: Pursuant to the definitive commitment agreements, the plan purchased group annuity contracts that irrevocably transferred to the insurance companies the remaining future pension benefit obligations of the plan.
−Removed: Plan participant’s benefits are unchanged as a result of the termination.
−Removed: We contributed $ 59  to the plan prior to the purchase of the group annuity contracts.
−Removed: The purchase of group annuity contracts was then funded directly by the assets of the plan in June 2019.
−Removed: By irrevocably transferring the obligations to Athene and Companion, we reduced our unfunded pension obligation by approximately $ 165 and recognized a pre-tax pension settlement charge of $ 256  in 2019.
+Added: Marketable Securities
+Added: March 31, 2021
+Added: December 31, 2020
+Added: Gains (Losses)
+Added: Gains (Losses)
+Added: Certificates of deposit - Current marketable securities
+Added: Corporate securities - Noncurrent marketable securities
+Added: Certificates of deposit maturing in 
+Added: one  year or less total $ 26  at 
+Added: March 31, 2021.
+Added: We held $ 16  of convertible notes receivable from our investment in Hyliion Inc.
+Added: October 
+Added: 2020,  Hyliion completed its merger with Tortoise Acquisition Corp.
+Added: The business combination resulted in the combined company being renamed Hyliion Holdings Corp., with its common stock being listed on the New York Stock Exchange under the ticker symbol HYLN.
+Added: Effective with the completed merger, our notes receivable were converted into 
+Added: 2,988,229  common shares of HYLN.
+Added: Our investment in Hyliion is included in noncurrent marketable securities and carried at fair value with changes in fair value included in other income (expense), net.
+Added: The strategic partnership with Hyliion establishes Dana as the preferred supplier for e-propulsion systems to Hyliion as long as Dana maintains a minimum equity investment in Hyliion.
Financing Agreements
1 unchanged sentence
Interest Rate
−Removed: September 30, 2020
+Added: March 31, 2021
December 31, 2020
4 unchanged sentences
Senior Notes due June 15, 2028 5.625 %  
−Removed: Term Facility A
−Removed: Term Facility B
+Added: Term B Facility
Other indebtedness
8 unchanged sentences
See Note 13  for additional information.
−Removed: Interest on the senior notes is payable semi-annually and interest on the Term Facilities is payable quarterly.
−Removed: Other indebtedness includes the note payable to SME, borrowings from various financial institutions, finance lease obligations and the unamortized fair value adjustment related to a terminated interest rate swap.
−Removed: See Note 2 for additional information on the note payable to SME and Note 12  for additional information on the terminated interest rate swap.
+Added: Interest on the senior notes is payable semi-annually and interest on the Term Facility B is payable quarterly.
+Added: Other indebtedness includes the note payable to the former owners of S.M.E.
+Added: S.p.A., borrowings from various financial institutions, finance lease obligations and the unamortized fair value adjustment related to a terminated interest rate swap.
+Added: See Note 13  for additional information on the terminated interest rate swap.
Senior notes activity —
34 unchanged sentences
100.000 %  
+Added: Prior to June 1, 2021, we may redeem some or all of the June 2026 Notes at a redemption price of 100.000 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole”
+Added: We have not separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and the risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt.
At any time prior to November 15, 2022, we may redeem up to 35% of the aggregate principal amount of the November 2027 Notes in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 105.375 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, provided that at least 50 % of the original aggregate principal amount of the November 2027 Notes remains outstanding after the redemption.
5 unchanged sentences
Credit agreement —
−Removed: On February 28, 2019, we entered into an amended credit and guaranty agreement comprised of a $ 500 term facility (the Term A Facility), a $ 450 term facility (the Term B Facility and, together with the Term A Facility, the Term Facilities) and a $ 750 revolving credit facility (the Revolving Facility).
−Removed: The Term A Facility and the Revolving Facility were expansions of our existing facilities.
−Removed: On February 28, 2019, we drew the $ 225 available under the Term A Facility and the $ 450 available under the Term B Facility.
−Removed: The proceeds from the Term Facilities were used to acquire the Oerlikon Drive Systems segment of the Oerlikon Group and pay for related integration activities.
−Removed: We were required to make equal quarterly installments on the Term A Facility on the last day of each fiscal quarter of $ 8 beginning March 31, 2019 and 0.25 % of the aggregate principal advances of the Term B Facility quarterly commencing on June 30, 2019.
−Removed: On August 30, 2019, we amended our credit and guaranty agreement, increasing the Revolving Facility to $ 1,000 and extending the maturities and reducing the interest rates of both the Revolving Facility and the Term A F acility.
−Removed: On August 30, 2019, we borrowed $ 100 on the Revolving Facility and paid down a similar amount of the Term B Facility.
−Removed: We are now required to make quarterly installments on the Term A Facility on the last day of each fiscal quarter of $ 7 beginning on September 30, 2020 and are no longer required to make quarterly installments on the Term B Facility.
−Removed: We may prepay some or all of the amounts under the Term Facilities without penalty.
−Removed: We recorded deferred fees of $ 13 and $ 4 related to the amendments to the Term Facilities and the Revolving Facility, respective ly.
−Removed: The deferred fees are being amortized over the life of the applicable facilities.
+Added: On December 31, 2020, we fully paid down the Term A Facility. We wrote off $ 3 of previously deferred financing costs associated with the Term A Facility.
+Added: On March 25, 2021, we amended our credit and guaranty agreement, increasing the Revolving Facility to $ 1,150 and extending the maturity to March 25, 2026.
+Added: We recorded deferred fees of $ 2 related to the amendment. The deferred fees are being amortized over the life of the applicable facilities.
Deferred financing costs on our Revolving Facility are included in other noncurrent assets.
−Removed: The Revolving Facility and the Term A Facility mature on August 17, 2024.
−Removed: The Term B Facility matures on February 28, 2026.
−Removed: On April 16, 2020, we amended certain provisions of our credit and guaranty agreement including gradually increasing the first lien net leverage ratio from a maximum of 2.00 to 1.00 to a maximum of 4.00 to 1.00 for the quarter ending December 31, 2020 and then, starting with the quarter ending December 31, 2021, decrease the ratio quarterly until it returns to its prior level of 2.00 to 1.00 for and after the quarter ending September 30, 2022, unless Dana, in its sole discretion, elects to return the first lien net leverage ratio to its prior level earlier than such date.
−Removed: We also amended certain restrictive covenants to provide additional limitations until December 31, 2021, unless Dana, in its sole discretion, elects to return the first lien net leverage ratio to its prior level prior to December 31, 2021.
−Removed: The Term Facilities and the Revolving Facility are guaranteed by all of our wholly-owned domestic subsidiaries subject to certain exceptions (the guarantors) and are secured by a first -priority lien on substantially all of the assets of Dana and the guarantors, subject to certain exceptions.
−Removed: Advances under the Term A Facility and the Revolving Facility bear interest at a floating rate based on, at our option, the base rate or Eurodollar rate (each as described in the credit agreement) plus a margin as set forth below:
+Added: The Term B Facility will mature on February 28, 
+Added: We may prepay some or all of the amounts under the Term B Facility without penalty.
+Added: The Term Facility B and the Revolving Facility are guaranteed by all of our wholly-owned domestic subsidiaries subject to certain exceptions (the guarantors) and are secured by a first -priority lien on substantially all of the assets of Dana and the guarantors, subject to certain exceptions.
+Added: Advances under the Revolving Facility bear interest at a floating rate based on, at our option, the base rate or Eurodollar rate (each as described in the credit agreement) plus a margin as set forth below:
Total Net Leverage Ratio
7 unchanged sentences
The Term B Facility bears interest based on, at our option, the Base Rate plus 1.25 % or the Eurodollar rate plus 2.25 %.
−Removed: We have elected to pay interest on our advances under the Term Facilities at the Eurodollar Rate.
−Removed: The interest rate on the Term A Facility was 2.750 % and the Term B Facility was 2.400 %, inclusive of the applicable margins, as of September 30, 2020 .
+Added: We have elected to pay interest on our advances under Term Facility B at the Eurodollar Rate.
+Added: The interest rate on the Term B Facility was 2.359 %, inclusive of the applicable margins, as of March 31, 2021 .
Commitment fees are applied based on the average daily unused portion of the available amounts under the Revolving Facility as set forth below:
6 unchanged sentences
We pay a fee for issued and undrawn letters of credit in an amount per annum equal to the applicable margin for Eurodollar rate advances based on a quarterly average availability under issued and undrawn letters of credit under the Revolving Facility and a per annum fronting fee of 0.125 %, payable quarterly.
−Removed: September 30, 2020 , we had no outstanding borrowings under the Revolving Facility and had utilized $ 21 for letters of credit.
−Removed: We had availability at September 30, 2020 under the Revolving Facility of $ 979 after deducting the letters of credit.
+Added: March 31, 2021 , we had no outstanding borrowings under the Revolving Facility and had utilized $ 21 for letters of credit.
+Added: We had availability at March 31, 2021 under the Revolving Facility of $ 1,129  after deducting the letters of credit.
Bridge facility —
5 unchanged sentences
Debt covenants —
−Removed: At September 30, 2020 , we were in compliance with the covenants of our financing agreements.
−Removed: Under the Term Facilities, Revolving Facility and the senior notes, we are required to comply with certain incurrence-based covenants customary for facilities of these types and, in the case of the Term A Facility and Revolving Facility, a maintenance covenant tested on the last day of each fiscal quarter requiring us to maintain a first lien net leverage ratio not to exceed 3.00  to 1.00 for the quarter ending September 
+Added: At March 31, 2021 , we were in compliance with the covenants of our financing agreements.
+Added: Under the Term B Facility, Revolving Facility and the senior notes, we are required to comply with certain incurrence-based covenants customary for facilities of these types and, in the case of the Revolving Facility, a maintenance covenant tested on the last day of each fiscal quarter requiring us to maintain a first lien net leverage ratio not to exceed 2.00  to 1.00.
Fair Value Measurements and Derivatives
5 unchanged sentences
Fair Value Level
−Removed: September 30, 2020
−Removed: December 31, 2019
−Removed: Certificates of deposit
−Removed: Marketable securities
+Added: March 31, 2021  
+Added: December 31, 2020  
+Added: Certificates of deposit  
+Added: Marketable securities  
+Added: Available-for-sale securities  
+Added: Other noncurrent assets  
Currency forward contracts
−Removed: Cash flow hedges
−Removed: Accounts receivable - Other
−Removed: Cash flow hedges
−Removed: Other accrued liabilities
−Removed: Accounts receivable - Other
−Removed: Other accrued liabilities
−Removed: Interest rate collars
−Removed: Other accrued liabilities
+Added: Cash flow hedges  
+Added: Accounts receivable - Other  
+Added: Cash flow hedges  
+Added: Other accrued liabilities  
+Added: Undesignated  
+Added: Accounts receivable - Other  
+Added: Undesignated  
+Added: Other accrued liabilities  
+Added: Interest rate collars  
+Added: Other accrued liabilities  
Currency swaps
−Removed: Cash flow hedges
−Removed: Other noncurrent liabilities
+Added: Cash flow hedges  
+Added: Other noncurrent liabilities  
Fair Value Level 1 assets and liabilities reflect quoted prices in active markets.
2 unchanged sentences
The financial instruments that are not carried in our balance sheet at fair value are as follows:
−Removed: September 30, 2020
+Added: March 31, 2021
December 31, 2020
3 unchanged sentences
Long term debt
+Added: $ 2,369  
+Added: $ 2,450  
+Added: $ 2,376  
+Added: $ 2,475  
Interest rate derivatives —
Our portfolio of derivative financial instruments periodically includes interest rate swaps and interest rate collars designed to mitigate our interest rate risk.
−Removed: As of September 30, 2020 , no fixed-to-floating interest rate swaps remain outstanding.
−Removed: However, a $ 4  fair value adjustment to the carrying amount of our December 2024 Notes, associated with a fixed-to-floating interest rate swap that had been executed but was subsequently terminated during 2015, remains deferred at September 30, 2020 .
+Added: As of March 31, 2021 , no fixed-to-floating interest rate swaps remain outstanding.
+Added: However, a $ 3  fair value adjustment to the carrying amount of our December 2024 Notes, associated with a fixed-to-floating interest rate swap that had been executed but was subsequently terminated during 2015, remains deferred at March 31, 2021 .
This amount is being amortized as a reduction of interest expense through the period ending December 2024, the scheduled maturity date of the December 2024 Notes.
The amount amortized as a reduction of interest expense was not material during the 
−Removed: three months and nine months ended 
−Removed: September 30, 2020 .
+Added: three months ended 
+Added: March 31, 2021 .
We have outstanding interest rate collars with a notional value of $ 425 that will mature in December 2021.
7 unchanged sentences
The impact of the interest rate differential between the inflow and outflow rates on all fixed-to-fixed cross-currency swaps is recognized during each period as a component of interest expense.
−Removed: The following fixed-to-fixed cross-currency swaps were outstanding at September 30, 2020 :
+Added: The following fixed-to-fixed cross-currency swaps were outstanding at March 31, 2021 :
Underlying Financial Instrument
Derivative Financial Instrument
−Removed: Designated Notional Amount
+Added: Designated Notional Amount  
Traded Amount
−Removed: June 2026 Notes
April 2025 Notes
+Added: 5.75 %  
+Added: 5.75 %  
+Added: June 2026 Notes
+Added: 6.50 %  
+Added: 6.50 %  
Luxembourg Intercompany Notes
+Added: 3.70 %  
+Added: 5.38 %  
All of the swaps are expected to be highly effective in offsetting the corresponding currency-based changes in cash outflows related to the underlying designated financial instruments.
2 unchanged sentences
Additionally, to the extent the swaps remain effective, the appropriate portion of AOCI will be reclassified to earnings each period as an offset to the foreign exchange gain or loss resulting from the remeasurement of the underlying designated financial instruments.
−Removed: See Note 11  for additional information about the June 2026 Notes and the April 2025 Notes.
+Added: See Note 12  for additional information about the April 2025 Notes and the June 2026 Notes.
To the extent the swaps are no longer effective, changes in their fair values will be recorded in earnings.
−Removed: The total notional amount of outstanding foreign currency forward contracts, involving the exchange of various currencies, was $ 263 at September 30, 2020 and $ 508 at December 31,  
−Removed: The total notional amount of outstanding foreign currency swaps, including the fixed-to-fixed cross-currency swaps, was $ 1,105 at September 30, 2020 and $ 1,090  at December 31,  
−Removed: The following currency derivatives were outstanding at September 30, 2020 :
+Added: The total notional amount of outstanding foreign currency forward contracts, involving the exchange of various currencies, was $ 422 at March 31, 2021 and $ 386 at December 31,  
+Added: The total notional amount of outstanding foreign currency swaps, including the fixed-to-fixed cross-currency swaps, was $ 1,101  at March 31, 2021 and $ 1,118 at December 31,  
+Added: The following currency derivatives were outstanding at March 31, 2021 :
Notional Amount (U.S.
2 unchanged sentences
Traded Currency
−Removed: Mexican peso, euro
−Removed: dollar, Canadian dollar, Hungarian forint, British pound, Swiss franc, Indian rupee, Russian ruble, Mexican peso, Australian dollar, Singapore dollar, Japanese yen, Chinese renminbi
+Added: Mexican peso, Canadian dollar
+Added: dollar, Hungarian forint, British pound, Swiss franc, Indian rupee, Mexican peso, Australian dollar, Chinese renminbi, Brazilian real
British pound
−Removed: South African rand
−Removed: dollar, Thai baht
+Added: South African rand  
+Added: dollar, euro, Thai baht  
+Added: Thai baht  
+Added: dollar, euro  
Canadian dollar
Brazilian real
−Removed: dollar, British pound, euro
+Added: dollar, euro, British pound
Chinese renminbi
Canadian dollar, euro
+Added: Australian dollar  
+Added: dollar, euro  
Total forward contracts
1 unchanged sentence
Total currency derivatives
+Added: $ 1,290  
+Added: $ 1,523  
Designated cash flow hedges —
6 unchanged sentences
Deferred Gain (Loss) in AOCI
−Removed: September 30, 2020
+Added: March 31, 2021
December 31, 2020
−Removed: Gain (loss) expected to be reclassified into income in one year or less
+Added: Gain (loss) expected to be reclassified into income in one year or less  
Forward Contracts
−Removed: Cross-Currency Swaps
+Added: Collar  
+Added: Cross-Currency Swaps  
+Added: ( 12 )  
+Added: $ ( 12 )  
The following table provides a summary of the location and amount of gains or losses recognized in the consolidated statement of operations associated with cash flow hedging relationships:
−Removed: Three Months Ended September 30, 2020
−Removed: Derivatives Designated as Cash Flow Hedges
−Removed: Cost of sales
−Removed: Other income (expense), net
−Removed: Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow hedges are recorded
−Removed: (Gain) or loss on cash flow hedging relationships
−Removed: Foreign currency forwards
−Removed: Amount of (gain) loss reclassified from AOCI into income
−Removed: Cross-currency swaps
−Removed: Amount of (gain) loss reclassified from AOCI into income
−Removed: Nine Months Ended September 30, 2020
−Removed: Derivatives Designated as Cash Flow Hedges
−Removed: Cost of sales
−Removed: Other income (expense), net
−Removed: Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow hedges are recorded
−Removed: (Gain) or loss on cash flow hedging relationships
−Removed: Foreign currency forwards
−Removed: Amount of (gain) loss reclassified from AOCI into income
−Removed: Cross-currency swaps
−Removed: Amount of (gain) loss reclassified from AOCI into income
−Removed: Three Months Ended September 30, 2019
+Added: Three Months Ended March 31, 2021
Derivatives Designated as Cash Flow Hedges
2 unchanged sentences
Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow hedges are recorded
+Added: $ 2,263  
+Added: $ 2,012  
(Gain) or loss on cash flow hedging relationships
Foreign currency forwards
−Removed: Amount of (gain) loss reclassified from AOCI into income
+Added: Amount of (gain) loss reclassified from AOCI into income  
Cross-currency swaps
−Removed: Amount of (gain) loss reclassified from AOCI into income
−Removed: Nine Months Ended September 30, 2019
+Added: Amount of (gain) loss reclassified from AOCI into income  
+Added: Three Months Ended March 31, 2020
Derivatives Designated as Cash Flow Hedges
2 unchanged sentences
Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow hedges are recorded
+Added: $ 1,926  
+Added: $ 1,720  
(Gain) or loss on cash flow hedging relationships
−Removed: Foreign currency forwards
−Removed: Amount of (gain) loss reclassified from AOCI into income
+Added: Foreign currency forwards  
+Added: Amount of (gain) loss reclassified from AOCI into income  
Cross-currency swaps
7 unchanged sentences
Derivatives Not Designated as Hedging Instruments
−Removed: Three Months Ended September 30, 2020
−Removed: Three Months Ended September 30, 2019
−Removed: Location of Gain or (Loss) Recognized in Income
−Removed: Foreign currency forward contracts
−Removed: Other income (expense), net
−Removed: Amount of Gain (Loss) Recognized in Income
−Removed: Derivatives Not Designated as Hedging Instruments
−Removed: Nine Months Ended September 30, 2020
−Removed: Nine Months Ended September 30, 2019
+Added: Three Months Ended March 31, 2021
+Added: Three Months Ended March 31, 2020
Location of Gain or (Loss) Recognized in Income
Foreign currency forward contracts
+Added: Cost of sales
+Added: Foreign currency forward contracts  
+Added: $ ( 2 )  
+Added: $ ( 9 )  
Other income (expense), net
−Removed: During the first quarter of 2019 we settled the outstanding undesignated Swiss franc notional deal contingent forward related to the ODS acquisition for $ 21 , resulting in a realized loss of $ 13 included in other income (expense), net in the first quarter of 2019.
Net investment hedges —
4 unchanged sentences
Product liabilities —
−Removed: Accrued product liability costs were $ 1  at September 30, 2020 and $ 10  at December 31,  
−Removed: We had also recognized amounts recoverable from third parties of $ 14  at September 30, 2020 and $ 13  at December 31,  
+Added: Accrued product liability costs were $ 1  at March 31, 2021 and $ 1  at December 31,  
+Added: We had also recognized amounts recoverable from third parties of $ 11  at March 31, 2021 and $ 11  at December 31,  
Payments made to claimants precede recovery of amounts from third parties, and may result in recoverable amounts in excess of the total liability.
1 unchanged sentence
Environmental liabilities —
−Removed: Accrued environmental liabilities were $ 10  at September 30, 2020 and $ 13  at December 31,  
+Added: Accrued environmental liabilities were $ 9  at March 31, 2021 and $ 10  at December 31,  
We consider the most probable method of remediation, current laws and regulations and existing technology in estimating our environmental liabilities.
16 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
Balance, beginning of period
−Removed: Amounts accrued for current period sales
−Removed: Adjustments of prior estimates
−Removed: Settlements of warranty claims
−Removed: Currency impact
+Added: Amounts accrued for current period sales  
+Added: Adjustments of prior estimates  
+Added: Settlements of warranty claims  
+Added: Currency impact  
Balance, end of period
3 unchanged sentences
criterion for the recognition of deferred tax assets.
−Removed: Consequently, there is no income tax expense or benefit recognized on the pre-tax income or losses in these jurisdictions as valuation allowances are adjusted to offset the associated tax expense or benefit.
−Removed: We believe it is reasonably possible that valuation allowances up to $ 25 related to a subsidiary in Australia will be released in the next twelve months.
+Added: Consequently, there is no income tax expense or benefit recognized on the pre-tax income or losses in these jurisdictions as valuation allowances are adjusted to offset the associated tax expense or benefit. 
We record interest and penalties related to uncertain tax positions as a component of income tax expense.
Net interest expense for the periods presented herein is not significant.
−Removed: We reported an income tax expense of $ 16  and $ 5  for the 
−Removed: third  quarters of  
+Added: We reported an income tax expense of $ 22  and an income tax benefit of $ 16  for the first three months ended March 31, 
2021 and 
−Removed: 2019  and income tax expense of $ 34  and income tax benefit of $ 27  for the respective year-to-date periods. Our effective tax rates were ( 46 )% and ( 28 )% for the first  
−Removed: nine months of 2020 and 
−Removed: In the second quarter of 2020 we recorded an income tax expense of $ 56 for valuation allowances in foreign jurisdictions due to reduced income projections. During the first  quarter of 2020 , a pre-tax goodwill impairment charge of $ 51  with an associated income tax benefit of $ 1  was recorded.
+Added: 2020 , respectively. Our effective tax rates were 29 % and ( 80 )% for the first  
+Added: three months of 2021 and 
+Added: During the first  quarter of 2020, a pre-tax goodwill impairment charge of $ 51  with an associated income tax benefit of $ 1  was recorded.
Also, during the first  quarter of 2020, we recorded tax benefits of $ 37  related to tax actions that adjusted federal tax credits, tax expense of $ 2  to record additional valuation allowance in the U.S.
−Removed: based on reduced income projections, and tax expense of $ 4 to record valuation allowances in foreign jurisdictions due to reduced income projections. During the third quarter of 2019, we recognized a benefit of $ 22 for the release of a valuation allowance in a subsidiary in Brazil based on the recent history of profitability and increased income projections.
−Removed: In the second quarter of 2019, a pre-tax pension settlement charge of $ 258 with an associated income tax benefit of $ 9 was recorded. Also, during the second quarter of 2019, we recorded tax benefits of $ 48 related to tax actions that adjusted federal tax credits and $ 30 related to the development of a tax planning strategy which reduced valuation allowances on existing federal tax credits.
−Removed: During the first quarter of 2019, we recognized a benefit of $ 22 related to the release of valuation allowances in the U.S.
−Removed: based on increased income projections.
−Removed: Partially offsetting this benefit was $ 6 of expense related to a U.S.
−Removed: state law change.
−Removed: Excluding these items, the effective tax rate would be ( 45 )% and 28 % for the 
−Removed: 2020  and 2019  
−Removed: nine -month periods, respectively.
+Added: based on reduced income projections, and tax expense of $ 4 to record valuation allowances in foreign jurisdictions due to reduced income projections.
+Added: Excluding these items, the effective tax rate would be 23 % for the 
+Added: three -month period.
Our effective income tax rates vary from the U.S.
8 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
−Removed: Non-service cost components of pension and OPEB costs
−Removed: Government grants and incentives
−Removed: Foreign exchange gain (loss)
−Removed: Strategic transaction expenses
−Removed: Non-income tax legal judgment
+Added: Non-service cost components of pension and OPEB costs  
+Added: $ ( 2 )  
+Added: Government grants and incentives  
+Added: Foreign exchange gain  
+Added: Strategic transaction expenses  
+Added: Loss on investment in Hyliion  
+Added: ( 17 )  
+Added: Loss on disposal group held for sale  
+Added: Other, net  
Other income (expense), net
+Added: $ ( 19 )  
Foreign exchange gains and losses on cross-currency intercompany loan balances that are not of a long-term investment nature are included above.
−Removed: Foreign exchange gains and losses on intercompany loans that are permanently invested are reported in OCI.
−Removed: Foreign exchange loss in 2019 included a loss on the undesignated Swiss franc notional deal contingent forward related to the ODS acquisition.
−Removed: See Note 12  for additional information.
+Added: Foreign exchange gains and losses on intercompany loans that are permanently invested are reported in OCI. 
Strategic transaction expenses relate primarily to costs incurred in connection with acquisition and divestiture related activities, including costs to complete the transaction and post-closing integration costs.
−Removed: Strategic transaction expenses in 2020 were primarily attributable to the acquisitions of ODS and Nordresa and certain other strategic initiatives.
−Removed: Strategic transaction expenses in 2019 were primarily attributable to the acquisition of ODS.
−Removed: See Note 2 for additional information.
−Removed: During the first quarter of 2019, we won a legal judgment regarding the methodology used to calculate PIS/COFINS tax in Brazil.
−Removed: Included in other noncurrent assets in our September 30, 2020 balance sheet are $ 16 of convertible notes receivable from our investment in Hyliion Inc. On October 1, 2020, Hyliion completed its merger with Tortoise Acquisition Corp. The business combination will result in the combined company being renamed Hyliion Holdings Corp., with its common stock being listed on the New York Stock Exchange under the ticker symbol HYLN.
+Added: Strategic transaction expenses in 2021 were primarily attributable to our pending acquisition of a portion of the thermal-management business of Modine Manufacturing Company and certain other strategic initiatives.
+Added: Strategic transaction expenses in 2020 were primarily attributable to the acquisitions of the Oerlikon Drive Systems segment of the Oerlikon Group (ODS) and Nordresa Motors, Inc.
+Added: and certain other strategic initiatives.
+Added: We held convertible notes receivable from our investment in Hyliion Inc.
+Added: On October 1, 2020, Hyliion Inc.
+Added: completed its merger with Tortoise Acquisition Corp. The business combination resulted in the combined company being renamed Hyliion Holdings Corp.
+Added: (Hyliion), with its common stock being listed on the New York Stock Exchange under the ticker symbol HYLN.
Effective with the completed merger, our notes receivable were converted into 2,988,229 common shares of HYLN.
−Removed: Our investment in Hyliion will be included in noncurrent marketable securities and carried at fair value with changes in fair value included in net income in future periods.
+Added: Our investment in Hyliion is included in noncurrent marketable securities and carried at fair value with changes in fair value included in net income.
The strategic partnership with Hyliion establishes Dana as the preferred supplier for e-propulsion systems to Hyliion as long as Dana maintains a minimum equity investment in Hyliion.
+Added: In conjunction with our acquisition of ODS, we acquired a controlling financial interest in a joint venture in China. We are required to divest of our interest in this joint venture as it violates competitive restrictions of another of our China joint venture shareholder agreements. During the first quarter of 2021, we recorded an impairment charge of $ 7 , as we determined the carrying value of the disposal group exceeded its fair value less costs to sell. The disposal group has net assets of $ 2  as of March 31, 2021. 
+Added: Individual asset and liability balances are not material and therefore the amounts have not been segregated as held for sale on our consolidated balance sheet. We completed the disposal of this business in April 2021.
Revenue from Contracts with Customers
6 unchanged sentences
Taxes collected from customers are excluded from revenues and credited directly to obligations to the appropriate government agencies.
−Removed: Payment terms with our customers are established based on industry and regional practices and generally do not exceed 180 days.
+Added: Payment terms with our customers are established based on industry and regional practices and generally do not exceed 180 days. 
+Added: We continually seek new business opportunities and at times provide incentives to our customers for new program awards.
+Added: We evaluate the underlying economics of each payment made to our customers to determine the proper accounting by understanding the nature of the payment, the rights and obligations in the contract, 
+Added: and other relevant facts and circumstances.
+Added: Upfront payments to our customers are capitalized if we determine that the payments are incremental and incurred only if the new business is obtained and we expect to recover these amounts from the customer over the term of the new business program.
+Added: We recognize a reduction to 
+Added: revenue as products that the upfront payments are related to are transferred to the customer, based on the total amount of products expected to be sold over the term of the program. We evaluate the amounts capitalized each period for recoverability and expense any amounts that are no longer expected to be recovered.
+Added: We had $ 9  and $ 8  recorded in other current assets and $ 45  and $ 45  recorded in other noncurrent assets at March 31, 2021 
+Added: and December 31, 2020.
Certain of our customer contracts include rebate incentives.
5 unchanged sentences
Generally, our contract liabilities turn over frequently given our relatively short production cycles.
−Removed: Contract liabilities were $ 27  and $ 23  at September 30, 2020 and December 31,  
+Added: Contract liabilities were $ 29  and $ 27  at March 31, 2021 and December 31,  
Contract liabilities are included in other accrued liabilities on our consolidated balance sheet.
1 unchanged sentence
The following table disaggregates revenue for each of our operating segments by geographical market:
−Removed: Three Months Ended September 30, 2020
+Added: Three Months Ended March 31, 2021
Light Vehicle
2 unchanged sentences
North America
−Removed: South America
−Removed: Nine Months Ended September 30, 2020
−Removed: North America
−Removed: South America
−Removed: Three Months Ended September 30, 2019
−Removed: North America
+Added: $ 1,095  
South America
−Removed: Nine Months Ended September 30, 2019
+Added: $ 2,263  
+Added: Three Months Ended March 31, 2020
North America
South America
+Added: $ 1,926  
We are a global provider of high-technology products to virtually every major vehicle manufacturer in the world.
10 unchanged sentences
Dana evaluates the performance of its operating segments based on external sales and segment EBITDA. Segment EBITDA is a primary driver of cash flows from operations and a measure of our ability to maintain and continue to invest in our operations and provide shareholder returns.
−Removed: Our segments are charged for corporate and other shared administrative costs. 
−Removed: Segment EBITDA may not be comparable to similarly titled measures reported by other companies.
+Added: Our segments are charged for corporate and other shared administrative costs. Segment EBITDA may not be comparable to similarly titled measures reported by other companies.
Segment information —
−Removed: Three Months Ended September 30,
+Added: Three Months Ended March 31,
External Sales
8 unchanged sentences
Eliminations and other
−Removed: Nine Months Ended September 30,
−Removed: Light Vehicle
−Removed: Commercial Vehicle
−Removed: Power Technologies
−Removed: Eliminations and other
−Removed: Reconciliation of segment EBITDA to consolidated net income —
−Removed: Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
−Removed: Segment EBITDA
−Removed: Corporate expense and other items, net
( 84 )  
2 unchanged sentences
$ 1,926  
−Removed: Non-service cost components of pension and OPEB costs
−Removed: Restructuring charges, net
−Removed: ( 21 )  
−Removed: Stock compensation expense
−Removed: Strategic transaction expenses
+Added: Reconciliation of segment EBITDA to consolidated net income 
+Added: Three Months Ended
+Added: Segment EBITDA
+Added: Corporate expense and other items, net  
+Added: Depreciation  
( 88 )  
−Removed: Impairment of goodwill
+Added: Amortization  
+Added: Non-service cost components of pension and OPEB costs  
+Added: Restructuring charges, net  
+Added: Stock compensation expense  
+Added: Strategic transaction expenses  
+Added: Loss on investment in Hyliion  
( 17 )  
−Removed: Acquisition related inventory adjustments
−Removed: Non-income tax legal judgment
−Removed: Pension settlement charges, net
+Added: Impairment of goodwill  
+Added: Loss on disposal group held for sale  
+Added: Other items  
Earnings before interest and income taxes
−Removed: Write-off deferred financing costs  
Interest income
Interest expense
−Removed: Earnings (loss) before income taxes
−Removed: ( 73 )  
+Added: Earnings before income taxes
Income tax expense (benefit)
Equity in earnings of affiliates
−Removed: Net income (loss)
−Removed: $ ( 90 )  
Equity Affiliates
−Removed: We have a number of investments in entities that engage in the manufacture and supply of vehicular parts (primarily axles, axle housings, driveshafts and wheel-end braking systems) and motors for electric vehicles and industrial applications.
−Removed: Equity method investments exceeding $5 at September 30, 2020 — 
+Added: We have a number of investments in entities that engage in the manufacture and supply of vehicular parts (primarily axles, axle housings and driveshafts) and electronic control units.
+Added: Equity method investments exceeding $5 at March 31, 2021 — 
Ownership Percentage
Dongfeng Dana Axle Co., Ltd.
−Removed: Bendix Spicer Foundation Brake, LLC
+Added: ROC-Spicer, Ltd.
Axles India Limited
3 unchanged sentences
Investments in affiliates
−Removed: Summarized financial information for DDAC  — 
−Removed: Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
−Removed: Earnings before income taxes
−Removed: Dana's equity in earnings of affiliate
−Removed: On October 1, 2020, we received a $ 4 cash dividend from Bendix Spicer Foundation Brake, LLC (BSFB).
−Removed: Immediately following the receipt of the cash dividend, we sold our 20 % ownership interest in BSFB to Bendix Commercial Vehicle Systems LLC.
−Removed: We received $ 51 at closing, consisting of $ 21 in cash, a note receivable of $ 25 and deferred proceeds of $ 5 .
−Removed: The proceeds received approximated the carrying value of our investment in BSFB.
−Removed: The note receivable and deferred proceeds are due in one year and bear interest at 1.65 %.
−Removed: The deferred proceeds are subject to adjustment based on BSFB’s cash, working capital and indebtedness balances as of the closing date.
−Removed: On October 20, 2020, we acquired a 49 % ownership interest in Pi Innovo Holdings Limited (Pi Innovo) for consideration of $ 17 , using cash on hand.
−Removed: The consideration paid is subject to adjustment based on cash and working capital balances as of the closing date.
−Removed: Pi Innovo designs, develops and manufactures electronic control units spanning a range of applications and industries. 
−Removed: We will account for our investment in Pi Innovo by applying the equity method.
+Added: On March 1, 2021, we acquired the remaining 51 % ownership interest in Pi Innovo Holdings Limited (Pi Innovo).
+Added: The additional interest, along with our existing ownership interest, provided us with a 100 % ownership interest in Pi Innovo.
+Added: As such, we ceased accounting for our investment in Pi Innovo under the equity method.
+Added: See Note 2 for additional information.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.