DANA Inc 10-K

Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Dana Incorporated Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheet of Dana Incorporated and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes and schedule of valuation and qualifying accounts and reserves for each of the three years in the period ended December 31, 2023 appearing under Item 8 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective 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 appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. 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 effectiveness 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. Definition and Limitations of Internal Control over Financial Reporting 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 effect 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 effectiveness 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. 30 Table of Contents Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Fair Value of Redeemable Noncontrolling Interests As described in Note 9 to the consolidated financial statements, Hydro-Québec owns a 45% redeemable noncontrolling interest in Dana TM4 Inc., Dana TM4 Electric Holdings BV, and Dana TM4 USA, LLC. The terms of the joint venture agreement provide Hydro-Québec with the right to put all, and not less than all, of its ownership interests in Dana TM4 Inc., Dana TM4 Electric Holdings BV, and Dana TM4 USA, LLC to the Company at fair value. Redeemable noncontrolling interests reflected as of the balance sheet date are the greater of the redeemable noncontrolling interest balances adjusted for comprehensive income (loss) items and distributions or the redemption values. Management estimates the fair value of the redemption value using an income based approach based on discounted cash flow projections. In determining the fair value using discounted cash flow projections, management makes significant assumptions and estimates about the extent and timing of future cash flows, including revenue growth rates, projected EBITDA, discount rate, capital expenditures and terminal growth rate. The fair value of the redeemable noncontrolling interests was $191 million as of December 31, 2023. The principal considerations for our determination that performing procedures relating to the fair value of redeemable noncontrolling interests is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the redeemable noncontrolling interests; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, projected EBITDA, discount rate, capital expenditures, and terminal growth rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s fair value estimate of redeemable noncontrolling interests, including controls over management’s development of significant assumptions. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the redeemable noncontrolling interests; (ii) evaluating the appropriateness of the discounted cash flow model used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, projected EBITDA, discount rate, capital expenditures, and terminal growth rate. Evaluating management’s assumptions related to revenue growth rates, projected EBITDA, and capital expenditures involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the underlying operating entity; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model and (ii) the reasonableness of the discount rate and terminal growth rate assumptions. /s/ PricewaterhouseCoopers LLP Toledo, Ohio February 20, 2024 We have served as the Company’s auditor since 1916. 31 Table of Contents Dana Incorporated Consolidated Statement of Operations (In millions, except per share amounts) 2023 2022 2021 Net sales $ 10,555 $ 10,156 $ 8,945 Costs and expenses Cost of sales 9,655 9,393 8,108 Selling, general and administrative expenses 549 495 460 Amortization of intangibles 13 14 14 Restructuring charges, net 25 ( 1 ) Impairment of goodwill ( 191 ) Other income (expense), net 3 22 32 Earnings before interest and income taxes 316 86 395 Loss on extinguishment of debt ( 1 ) ( 29 ) Interest income 17 11 9 Interest expense 154 128 131 Earnings (loss) before income taxes 178 ( 31 ) 244 Income tax expense 121 284 72 Equity in earnings (loss) of affiliates ( 9 ) 4 28 Net income (loss) 48 ( 311 ) 200 Less: Noncontrolling interests net income 22 15 14 Less: Redeemable noncontrolling interests net loss ( 12 ) ( 84 ) ( 11 ) Net income (loss) attributable to the parent company $ 38 $ ( 242 ) $ 197 Net income (loss) per share available to common stockholders Basic $ 0.26 $ ( 1.69 ) $ 1.36 Diluted $ 0.26 $ ( 1.69 ) $ 1.35 Weighted-average common shares outstanding Basic 144.4 143.6 144.8 Diluted 144.6 143.6 146.2 The accompanying notes are an integral part of the consolidated financial statements. 32 Table of Contents Dana Incorporated Consolidated Statement of Comprehensive Income (In millions) 2023 2022 2021 Net income (loss) $ 48 $ ( 311 ) $ 200 Other comprehensive income (loss), net of tax: Currency translation adjustments 30 ( 102 ) ( 9 ) Hedging gains and losses ( 1 ) 17 ( 5 ) Defined benefit plans ( 16 ) 53 53 Other comprehensive income (loss) 13 ( 32 ) 39 Total comprehensive income (loss) 61 ( 343 ) 239 Less: Comprehensive income attributable to noncontrolling interests ( 22 ) ( 10 ) ( 2 ) Less: Comprehensive loss attributable to redeemable noncontrolling interests 10 95 1 Comprehensive income (loss) attributable to the parent company $ 49 $ ( 258 ) $ 238 The accompanying notes are an integral part of the consolidated financial statements. 33 Table of Contents Dana Incorporated Consolidated Balance Sheet (In millions, except share and per share amounts) 2023 2022 Assets Current assets Cash and cash equivalents $ 529 $ 425 Accounts receivable Trade, less allowance for doubtful accounts of $ 16 in 2023 and $ 11 in 2022 1,371 1,374 Other 280 202 Inventories 1,676 1,609 Other current assets 247 219 Total current assets 4,103 3,829 Goodwill 263 259 Intangibles 182 201 Deferred tax assets 516 397 Other noncurrent assets 140 123 Investments in affiliates 123 136 Operating lease assets 327 311 Property, plant and equipment, net 2,311 2,193 Total assets $ 7,965 $ 7,449 Liabilities, redeemable noncontrolling interests and equity Current liabilities Short-term debt $ 22 $ 52 Current portion of long-term debt 35 8 Accounts payable 1,756 1,838 Accrued payroll and employee benefits 288 214 Taxes on income 86 54 Current portion of operating lease liabilities 42 36 Other accrued liabilities 373 277 Total current liabilities 2,602 2,479 Long-term debt, less debt issuance costs of $ 24 in 2023 and $ 22 in 2022 2,598 2,348 Noncurrent operating lease liabilities 284 277 Pension and postretirement obligations 334 298 Other noncurrent liabilities 319 249 Total liabilities 6,137 5,651 Commitments and contingencies (Note 15) Redeemable noncontrolling interests 191 195 Parent company stockholders' equity Preferred stock, 50,000,000 shares authorized, $ 0.01 par value, no shares outstanding — — Common stock, 450,000,000 shares authorized, $ 0.01 par value, 144,386,484 and 143,366,482 shares outstanding 2 2 Additional paid-in capital 2,255 2,229 Retained earnings 317 321 Treasury stock, at cost ( 474,981 and zero shares) ( 9 ) — Accumulated other comprehensive loss ( 990 ) ( 1,001 ) Total parent company stockholders' equity 1,575 1,551 Noncontrolling interests 62 52 Total equity 1,637 1,603 Total liabilities, redeemable noncontrolling interests and equity $ 7,965 $ 7,449 The accompanying notes are an integral part of the consolidated financial statements. 34 Table of Contents Dana Incorporated Consolidated Statement of Cash Flows (In millions) 2023 2022 2021 Operating activities Net income (loss) $ 48 $ ( 311 ) $ 200 Depreciation 393 365 365 Amortization 23 23 24 Amortization of deferred financing charges 5 5 6 Redemption premium on debt 21 Write-off of deferred financing costs 1 8 Earnings of affiliates, net of dividends received 11 23 ( 10 ) Stock compensation expense 26 19 17 Deferred income taxes ( 104 ) 153 ( 1 ) Pension expense, net 3 ( 1 ) ( 1 ) Gain on sale leaseback ( 66 ) Impairment of goodwill 191 Change in working capital 70 199 ( 455 ) Change in other noncurrent assets and liabilities 11 9 ( 3 ) Other, net ( 11 ) ( 26 ) 53 Net cash provided by operating activities 476 649 158 Investing activities Purchases of property, plant and equipment ( 501 ) ( 440 ) ( 369 ) Proceeds from sale of property, plant and equipment 2 3 85 Acquisition of businesses, net of cash acquired ( 1 ) ( 18 ) Investments in affiliates ( 23 ) Purchases of marketable securities ( 15 ) ( 32 ) Proceeds from sales of marketable securities 30 Proceeds from maturities of marketable securities 30 35 Proceeds from sale of equity affiliate 29 Proceeds from sale of subsidiaries, net of cash disposed ( 4 ) Settlement of terminated fixed-to-fixed cross currency swap ( 22 ) Settlements of undesignated derivatives ( 13 ) ( 8 ) ( 4 ) Other, net ( 16 ) 5 Net cash used in investing activities ( 528 ) ( 426 ) ( 293 ) Financing activities Net change in short-term debt ( 30 ) 33 ( 3 ) Proceeds from long-term debt 458 2 1,157 Repayment of long-term debt ( 209 ) ( 24 ) ( 1,156 ) Redemption premium on debt ( 21 ) Deferred financing payments ( 9 ) ( 18 ) Dividends paid to common stockholders ( 58 ) ( 58 ) ( 58 ) Repurchases of common stock ( 25 ) ( 23 ) Distributions to noncontrolling interests ( 10 ) ( 9 ) ( 15 ) Contributions from redeemable noncontrolling interests 22 51 14 Deconsolidation of non-wholly owned subsidiary ( 6 ) Payments to acquire noncontrolling interests ( 4 ) Other, net ( 4 ) ( 8 ) 2 Net cash provided by (used in) financing activities 160 ( 42 ) ( 127 ) Net increase (decrease) in cash, cash equivalents and restricted cash 108 181 ( 262 ) Cash, cash equivalents and restricted cash - beginning of period 442 287 567 Effect of exchange rate changes on cash balances 13 ( 26 ) ( 18 ) Cash, cash equivalents and restricted cash - end of period $ 563 $ 442 $ 287 The accompanying notes are an integral part of the consolidated financial statements. 35 Table of Contents Dana Incorporated Consolidated Statement of Stockholders’ Equity (In millions) Parent Company Stockholders' Accumulated Parent Additional Other Company Non- Preferred Common Paid-In Retained Treasury Comprehensive Stockholders' controlling Total Stock Stock Capital Earnings Stock Loss Equity Interests Equity Balance, December 31, 2020 $ — $ 2 $ 2,408 $ 530 $ ( 156 ) $ ( 1,026 ) $ 1,758 $ 76 $ 1,834 Net income 197 197 14 211 Other comprehensive income (loss) 41 41 ( 12 ) 29 Common stock dividends and dividend equivalents ($ 0.40 per share) 1 ( 59 ) ( 58 ) ( 58 ) Common stock share repurchases (23 ) ( 23 ) ( 23 ) Distributions to noncontrolling interests — ( 15 ) ( 15 ) Purchase of noncontrolling interests — ( 2 ) ( 2 ) Sale of noncontrolling interests — ( 1 ) ( 1 ) Redeemable noncontrolling interests adjustment to redemption value ( 6 ) ( 6 ) ( 6 ) Deconsolidation of non-wholly owned subsidiary — ( 8 ) ( 8 ) Other — 1 1 Stock compensation 18 18 18 Stock withheld for employees taxes ( 5 ) ( 5 ) ( 5 ) Balance, December 31, 2021 — 2 2,427 662 ( 184 ) ( 985 ) 1,922 53 1,975 Net income (loss) ( 242 ) ( 242 ) 15 ( 227 ) Other comprehensive loss ( 16 ) ( 16 ) ( 5 ) ( 21 ) Common stock dividends and dividend equivalents ($ 0.40 per share) 1 ( 58 ) ( 57 ) ( 57 ) Common stock share repurchases ( 25 ) ( 25 ) ( 25 ) Retirement of treasury shares ( 216 ) 216 — — Distributions to noncontrolling interests — ( 9 ) ( 9 ) Purchase of noncontrolling interests — ( 2 ) ( 2 ) Redeemable noncontrolling interests adjustment to redemption value ( 41 ) ( 41 ) ( 41 ) Stock compensation 17 17 17 Stock withheld for employees taxes ( 7 ) ( 7 ) ( 7 ) Balance, December 31, 2022 — 2 2,229 321 — ( 1,001 ) 1,551 52 1,603 Net income 38 38 22 60 Other comprehensive income 11 11 11 Common stock dividends and dividend equivalents ($ 0.40 per share) ( 58 ) ( 58 ) ( 58 ) Distributions to noncontrolling interests — ( 12 ) ( 12 ) Redeemable noncontrolling interests adjustment to redemption value 16 16 16 Stock compensation 26 26 26 Stock withheld for employees taxes ( 9 ) ( 9 ) ( 9 ) Balance, December 31, 2023 $ — $ 2 $ 2,255 $ 317 $ ( 9 ) $ ( 990 ) $ 1,575 $ 62 $ 1,637 The accompanying notes are an integral part of the consolidated financial statements. 36 Table of Contents Dana Incorporated Index to Notes to the Consolidated Financial Statements Page 1. Organization and Summary of Significant Accounting Policies 38 2. Acquisitions 42 3. Goodwill and Other Intangible Assets 42 4. Restructuring of Operations 43 5. Inventories 44 6. Supplemental Balance Sheet and Cash Flow Information 44 7. Leases 45 8. Stockholders' Equity 46 9. Redeemable Noncontrolling Interests 47 10. Earnings per Share 48 11. Stock Compensation 49 12. Pension and Postretirement Benefit Plans 50 13. Financing Agreements 56 14. Fair Value Measurements and Derivatives 59 15. Commitments and Contingencies 61 16. Warranty Obligations 62 17. Income Taxes 62 18. Other Income (Expense), Net 65 19. Revenue from Contracts with Customers 65 20. Segments, Geographical Area and Major Customer Information 67 21. Equity Affiliates 69 37 Table of Contents Notes to the Consolidated Financial Statements (In millions, except share and per share amounts) Note 1. Organization and Summary of Significant Accounting Policies General Dana Incorporated (Dana) is headquartered in Maumee, Ohio, and was incorporated in Delaware in 2007. As a global provider of high technology driveline (axles, driveshafts and transmissions); sealing and thermal-management products; and motors, power inverters, and control systems for electric vehicles, our customer base includes virtually every major vehicle manufacturer in the global light vehicle, medium/heavy vehicle, and off-highway markets. The terms "Dana," "we," "our" and "us," when used in this report are references to Dana. These references include the subsidiaries of Dana unless otherwise indicated or the context requires otherwise. Summary of significant accounting policies Basis of presentation — Our consolidated financial statements include the accounts of all subsidiaries where we hold a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation. Investments in 20 to 50 %-owned affiliates, which are not required to be consolidated, are generally accounted for under the equity method. Equity in earnings of these investments is presented separately in the consolidated statement of operations, net of tax. Investments in less-than- 20 %-owned companies are generally included in the financial statements at the cost of our investment. Dividends, royalties and fees from these cost basis affiliates are recorded in income when received. Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation. Held for sale — We classify long-lived assets or disposal groups as held for sale in the period: management commits to a plan to sell; the long-lived asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such long-lived assets or disposal groups; an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; the sale is probable within one year; the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Long-lived assets and disposal groups classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell. Discontinued operations — The results of operations of a component or a group of components that either has been disposed of or is classified as held for sale is reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on operations and financial results. Estimates — Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP), which require the use of estimates, judgments and assumptions that affect the amounts reported in our consolidated financial statements and accompanying disclosures. We believe our assumptions and estimates are reasonable and appropriate. However, due to the inherent uncertainties in making estimates, actual results could differ from those estimates. Fair value measurements — A three -tier fair value hierarchy is used to prioritize the inputs to valuation techniques used to measure fair value. The three levels of inputs are as follows: Level 1 inputs (highest priority) include unadjusted quoted prices in active markets for identical instruments. Level 2 inputs include quoted prices for similar instruments that are observable either directly or indirectly. Level 3 inputs (lowest priority) include unobservable inputs in which there is little or no market data, which require management to develop its own assumptions. Classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The inputs we use in our valuation techniques include market data or assumptions that we believe market participants would use in pricing an asset or liability, including assumptions about risk when appropriate. Our valuation techniques include a combination of observable and unobservable inputs. When available, we use quoted market prices to determine the fair value (market approach). In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, we consider the amount and timing of estimated future cash flows and assumed discount rates reflecting varying degrees of credit risk that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date (income approach). Fair values may not represent actual values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future. Cash and cash equivalents — Cash and cash equivalents includes cash on hand, demand deposits and short-term cash investments that are highly liquid in nature and have maturities of three months or less when purchased. Inventories — Inventories are valued at the lower of cost or net realizable value. Cost is determined using the average or first -in, first -out (FIFO) cost method. 38 Table of Contents Property, plant and equipment — Property, plant and equipment are recorded at cost. Depreciation is recognized over the estimated useful lives using primarily the straight-line method for financial reporting purposes and accelerated depreciation methods for federal income tax purposes. Useful lives of newly acquired assets are generally twenty to thirty years for buildings and building improvements, five to ten years for machinery and equipment, three to five years for tooling and office equipment and three to ten years for furniture and fixtures. If assets are impaired, their value is reduced via an increase in accumulated depreciation. Leases — Our global lease portfolio represents leases of real estate, including manufacturing, assembly and office facilities, while the remainder represents leases of personal property, including manufacturing, material handling and IT equipment. We have lease agreements with lease and non-lease components, which are accounted for separately. Leases with an initial term of twelve months or less are not recorded on the balance sheet, and we recognize lease expense for these leases on a straight-line basis over the lease term. Generally, we use our incremental borrowing rate in determining the present value of lease payments, unless there is a rate stated in the lease agreement. Pre-production costs related to long-term supply arrangements — The costs of tooling used to make products sold under long-term supply arrangements are capitalized as part of property, plant and equipment and depreciated over their useful lives if we own the tooling or if we fund the purchase but our customer owns the tooling and grants us the irrevocable right to use the tooling over the contract period. If we have a contractual right to bill our customers, costs incurred in connection with the design and development of tooling are carried as a component of other accounts receivable until invoiced. Design and development costs related to customer products are deferred if we have an agreement to collect such costs from the customer; otherwise, they are expensed when incurred. At December 31, 2023 , the machinery and equipment component of property, plant and equipment includes $ 26 of our tooling related to long-term supply arrangements. Also at December 31, 2023 , other accounts receivable includes $ 38 and other noncurrent assets includes $ 24 of costs related to tooling that we have a contractual right to collect from our customers. Goodwill — We test goodwill for impairment annually as of October 31 and more frequently if events occur or circumstances change that would warrant an interim review. Goodwill impairment testing is performed at the reporting unit level, which is the operating segment in the case of our Off-Highway and Commercial Vehicle goodwill. A multi-step impairment test is performed on goodwill. In Step 0, we have the option to evaluate various qualitative factors to determine the likelihood of impairment. This qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial performance and other events, such as changes in the Company’s management, strategy and primary customer base. If we determine that the fair value is more likely than not less than the carrying value, then we are required to perform Step 1. If we do not elect to perform Step 0, we can voluntarily proceed directly to Step 1. In Step 1, we estimate the fair value of the reporting units using a model that incorporates various valuation methodologies, including discounted cash flow projections and multiples of current earnings. 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 segment EBITDA, discount rates, and terminal growth rates. If the estimated fair value of the reporting unit exceeds its carrying value, the goodwill is considered not impaired. If the carrying value of the reporting unit exceeds its estimated fair value, a goodwill impairment charge is recorded for the difference. See Note 3 for more information about goodwill. Intangible assets — Intangible assets include the value of core technology, trademarks and trade names and customer relationships. Core technology and customer relationships have definite lives while the majority of our trademarks and trade names have indefinite lives. Definite-lived intangible assets are amortized over their useful life using the straight-line method of amortization and are periodically reviewed for impairment indicators. Amortization of core technology is charged to cost of sales. Amortization of trademarks and trade names and customer relationships is charged to amortization of intangibles. Indefinite-lived intangible assets are tested for impairment annually and more frequently if impairment indicators exist. See Note 3 for more information about intangible assets. Investments in affiliates — Investments in affiliates include investments accounted for under the equity and cost methods. We monitor our investments in affiliates for indicators of other-than-temporary declines in value on an ongoing basis in accordance with GAAP. Indicators include, but are not limited to, current economic and market conditions, operating performance of the affiliate, including current earnings trends and undiscounted cash flows, and other affiliate-specific information. If we determine that an other-than-temporary decline in value has occurred, we recognize an impairment loss, which is measured as the excess of the investment's recorded carrying value over its fair value. The fair value determination, particularly for investments in privately-held companies, requires significant judgment to determine appropriate estimates and assumptions. Changes in these estimates and assumptions could affect the calculation of the fair value of the investments and determination of whether any identified impairment is other than temporary. See Note 21 for further information about our investment in affiliates. Tangible asset impairments — We review the carrying value of depreciable long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the undiscounted future net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell and are no longer depreciated. Other long-lived assets and liabilities — We discount our workers’ compensation obligations by applying blended risk-free rates that are appropriate for the duration of the projected cash flows. The use of risk-free rates is considered appropriate given that other risks affecting the volume and timing of payments have been considered in developing the probability-weighted projected cash flows. The blended risk-free rates are revised annually to consider incremental cash flow projections. Financial instruments — The carrying values of cash and cash equivalents, trade receivables, notes receivable and short-term borrowings approximate fair value. Borrowings under our credit facilities are carried at historical cost and adjusted for principal payments and foreign currency fluctuations. Derivative s — Foreign currency forward contracts and currency swaps are carried at fair value. We enter into these contracts to manage our exposure to the impact of currency fluctuations on certain foreign currency-denominated assets and liabilities and on a portion of our forecasted purchase and sale transactions. On occasion, we also enter into net investment hedges to protect the translated U.S. dollar value of our investment in certain foreign subsidiaries. We also periodically enter into fixed-to-fixed cross-currency swaps on foreign currency-denominated external or intercompany debt instruments to reduce our exposure to foreign currency exchange rate risk. We do not use derivatives for trading or speculative purposes and we do not hedge all of our exposures. 39 Table of Contents For derivative instruments designated as cash flow hedges, at the cash flow hedge’s inception and on an ongoing basis, the company formally assesses whether the cash flow hedging instruments have been highly effective in offsetting changes in the cash flows of the hedged transactions and whether those cash flow hedging instruments may be expected to remain highly effective in future periods. Changes in the fair value of currency-related contracts treated as cash flow hedges are deferred and included as a component of other comprehensive income (loss) (OCI). For our fixed-to-fixed cross-currency swaps, a review of critical terms is performed each period to establish that an assumption of effectiveness remains appropriate. Deferred gains and losses are reclassified to earnings in the same periods in which the underlying transactions affect earnings. Changes in the fair value of contracts treated as net investment hedges are recorded in the cumulative translation adjustment (CTA) component of OCI. Amounts recorded in CTA are deferred until such time as the investment in the associated subsidiary is substantially liquidated. Changes in the fair value of contracts not treated as cash flow hedges or as net investment hedges are recognized in other income (expense), net in the period in which those changes occur. We may also use fixed-to-floating or floating-to-fixed interest rate swaps or other similar derivatives to manage exposure to fluctuations in interest rates and to adjust the mix of our fixed-rate and variable-rate debt. As a fair value hedge of the underlying debt, changes in the fair values of the swap and the underlying debt are recorded in interest expense. No such fixed-to-floating or floating-to-fixed swaps were outstanding at December 31, 2023 . See Note 14 for additional information. Cash flows associated with designated derivatives are classified within the same category as the item being hedged on the consolidated statement of cash flows. Cash flows associated with undesignated derivatives are included in the investing category on the consolidated statement of cash flows. Warranty — Costs related to product warranty obligations are estimated and accrued at the time of sale with a charge against cost of sales. Warranty accruals are evaluated and adjusted as appropriate based on occurrences giving rise to potential warranty exposure and associated experience. Warranty accruals and adjustments require significant judgment, including a determination of our involvement in the matter giving rise to the potential warranty issue or claim, our contractual requirements, estimates of units requiring repair and estimates of repair costs. Environmental compliance and remediation — Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to existing conditions caused by past operations that do not contribute to our current or future revenue generation are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable and the costs can be reasonably estimated. We consider the most probable method of remediation, current laws and regulations and existing technology in determining our environmental liabilities. Pension and other postretirement defined benefits — Net pension and postretirement benefits expenses and the related liabilities are determined on an actuarial basis. These plan expenses and obligations are dependent on management’s assumptions developed in consultation with our actuaries. We review these actuarial assumptions at least annually and make modifications when appropriate. With the input of independent actuaries and other relevant sources, we believe that the assumptions used are reasonable; however, changes in these assumptions, or experience different from that assumed, could impact our financial position, results of operations or cash flows. Postemployment benefits — Costs to provide postemployment benefits to employees are accounted for on an accrual basis. Obligations that do not accumulate or vest are recorded when payment is probable and the amount can be reasonably estimated. For those obligations that accumulate or vest and the amount can be reasonably estimated, expense and the related liability are recorded as service is rendered. Equity-based compensation — We measure compensation cost arising from the grant of share-based awards to employees at fair value. We recognize such costs in income over the period during which the requisite service is provided, usually the vesting period. The grant date fair value is estimated using valuation techniques that require the input of management estimates and assumptions. Government assistance — We account for separate legally enforceable agreements with governments and government agencies where the agreement provides for the government to determine whether Dana will receive assistance and the amount of assistance by applying a contribution accounting model by analogy. The primary forms of government assistance received includes cash grants based on making qualifying capital investments over a specified period of time; cash grants based on creating new jobs, increasing and maintaining qualifying employee headcount over a specified period of time; and cash grants based on investing in specified research and development activities. The agreements include imposed conditions that must be satisfied for us to retain grant proceeds received. Imposed conditions include providing documentation supporting qualified expenditures have been made and may include providing documentation that specified employment levels have been achieved. Imposed conditions related to employment levels typically range from one to five years. Amounts received or receivable from these cash grants are deferred as a liability until such time as we have satisfied all imposed conditions documented in the agreement with the government. Deferred amounts are recorded in other accrued liabilities and other noncurrent liabilities as appropriate. Government assistance received for making qualifying capital investments is realized by reducing the associated fixed assets so long as we have satisfied all imposed conditions by the time the associated fixed assets are placed into service. All other government assistance is realized in other income (expense), net once all imposed conditions have been satisfied. Notes 6 and 18 for additional information. Revenue recognition — Sales are recognized when products are shipped and risk of loss has transferred to the customer. We accrue for warranty costs, sales returns and other allowances based on experience and other relevant factors when sales are recognized. Adjustments are made as new information becomes available. Shipping and handling fees billed to customers are included in sales, while costs of shipping and handling are included in cost of sales. Taxes collected from customers are excluded from revenues and credited directly to obligations to the appropriate governmental agencies. See Note 19 for additional information. 40 Table of Contents Foreign currency translation — The financial statements of subsidiaries and equity affiliates outside the U.S. located in non-highly inflationary economies are measured using the currency of the primary economic environment in which they operate as the functional currency, which typically is the local currency. Transaction gains and losses resulting from translating assets and liabilities of these entities into the functional currency are included in other income (expense), net or in equity in earnings of affiliates. When translating into U.S. dollars, income and expense items are translated at average monthly rates of exchange, while assets and liabilities are translated at the rates of exchange at the balance sheet date. Translation adjustments resulting from translating the functional currency into U.S. dollars are deferred and included as a component of accumulated other comprehensive income (loss) (AOCI) in stockholders’ equity. For operations whose functional currency is the U.S. dollar, nonmonetary assets are translated into U.S. dollars at historical exchange rates and monetary assets are translated at current exchange rates with translation gains and losses included in other income (expense), net. We continue to account for Argentina as a highly inflationary economy and remeasure the financial statements of our Argentine subsidiaries as if their functional currency was the U.S. dollar. Income taxes — In the ordinary course of business there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax assets or liabilities for all years subject to examination based upon management’s evaluation of the facts and circumstances and information available at the reporting dates. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50 % likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Where applicable, the related interest cost has also been recognized as a component of the income tax provision. A valuation allowance is provided when, in our judgment based upon available information, it is more likely than not that a portion of such deferred tax assets will not be realized. To make this assessment, we consider the historical and projected future taxable income or loss by tax jurisdiction. We consider all components of comprehensive income and weigh the positive and negative evidence, putting greater reliance on objectively verifiable historical evidence than on projections of future profitability that are dependent on actions that have not taken place as of the assessment date. We also consider changes to historical profitability of actions that occurred through the date of assessment and objectively verifiable effects of material forecasted events that would have a sustained effect on future profitability, as well as the effect on historical profits of nonrecurring events. We also incorporate the changes to historical and prospective income from tax planning strategies that are prudent and feasible. Research and development — Research and development costs include expenditures for research activities relating to product development and improvement. Salaries, fringes and occupancy costs, including building, utility and overhead costs, comprise the vast majority of these expenses and are expensed as incurred. Research and development expense s were $ 237 , $ 201 and $ 178 in 2023 , 2022 and 2021 . Over the past several years we significantly increased our research and development activities in support of our electrification initiatives. Recently adopted accounting pronouncements On January 1, 2023 we adopted Accounting Standards Update (ASU) 2022 - 04, Supplier Finance Programs which requires annual and interim disclosures for entities that use supplier finance programs in connection with the purchase of goods and services. Adoption of this new standard did not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. Certain of our subsidiaries have entered into paying agency agreements with third -party administrators. These voluntary supply chain finance programs generally give participating suppliers the ability to sell, or otherwise pledge as collateral, their receivables from Dana to the participating financial institutions, at the sole discretion of both the suppliers and financial institutions. Dana is not a party to the arrangements between the suppliers and the financial institutions. Dana’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by the suppliers’ decisions to sell, or otherwise pledge as collateral, amounts under these arrangements. Dana's payment terms to the financial institutions, including the timing and amount of payments, are based on the original supplier invoices. As of December 31, 2023 and 2022 , we had $ 69 and $ 81 , respectively, of confirmed obligations presented as accounts payable within total current liabilities on the consolidated balance sheet. On January 1, 2023 we adopted ASU 2021 - 08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which did not have a material impact on our financial statements or financial statement disclosures. Recently issued accounting pronouncements We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements. In November 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023 - 07, Segment Reporting (Topic 280 ). The guidance enhances reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance becomes effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the guidance on our financial statement disclosures. In December 2023, the FASB issued ASU 2023 - 09, Improvements to Income Tax Disclosures. This guidance requires disaggregated income tax disclosures on the rate reconciliation and income taxes paid. The guidance becomes effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the guidance on our financial statement disclosures. Subsequent Event On February 19, 2024, Dana entered into a definitive agreement to sell its European hydraulics business to HPIH S.à r.l. for approximately $ 42 . The sale price is subject to adjustment based on net working capital and net financial position balances as of the closing date. Dana expects to recognize a pre-tax loss of approximately $ 23 on the transaction. The transaction is expected to close during the second quarter of 2024. Dana will account for its European hydraulics business as held for sale until the transaction closes. Dana's European hydraulics business is part of our Off-Highway operating segment and had revenues of approximately $ 90 during 2023. 41 Table of Contents Note 2. Acquisitions Pi Innovo Holdings Limited — On October 20, 2020, we acquired an initial 49 % ownership interest in Pi Innovo Holdings Limited (Pi Innovo). Pi Innovo designs, develops and manufactures electronic control units spanning a range of applications and industries. Our initial investment in Pi Innovo was accounted for following the equity method. On March 1, 2021, we acquired the remaining 51 % ownership interest in Pi Innovo. The acquisition of the remaining ownership interest provides us with a 100 % ownership interest in Pi Innovo. 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. The results of operations of the business are reported within our Commercial Vehicle 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. Note 3. Goodwill and Other Intangible Assets Goodwill — 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. For our 2023 annual impairment test, we performed a Step 0 qualitative approach for the Off-Highway reporting unit. Based on the results of the qualitative assessment, we determined that it is more likely than not that the fair value of our Off-Highway reporting unit exceeded its carrying value and as such, our goodwill was not considered impaired as of October 31, 2023. We evaluated macro-economic conditions during the third quarter of 2022, including the impact of the Federal Reserve further increasing the risk-free interest rate, as well as the negative impact of sustained higher commodity costs, non-material cost increases and operational inefficiencies attributable to continued global supply chain disruptions. We believe that these conditions were factors in our market capitalization falling below the book value of net assets as of September 30, 2022. Accordingly, we concluded a triggering event had occurred and performed an interim goodwill impairment analyses for our Commercial Vehicle and Off-Highway reporting units. Based on the results of our interim impairment analyses, we concluded that the carrying value exceeded fair value of our Commercial Vehicle reporting unit and we recorded a goodwill impairment charge of $ 191 , representing a full impairment of goodwill assigned to the Commercial Vehicle reporting unit. Our analysis for the Off-Highway reporting unit indicated that the fair value exceeded the carrying value by a substantial amount and, accordingly, no impairment charge was required. Changes in the carrying amount of goodwill by segment — Light Vehicle Commercial Vehicle Off-Highway Power Technologies Total Balance, December 31, 2021 $ — $ 201 $ 281 $ — $ 482 Impairment ( 191 ) ( 191 ) Currency impact ( 10 ) ( 22 ) ( 32 ) Balance, December 31, 2022 — — 259 — 259 Currency impact 4 4 Balance, December 31, 2023 $ — $ — $ 263 $ — $ 263 Non-amortizable intangible assets — Our non-amortizable intangible assets include a portion of our trademarks and trade names. Non-amortizable trademarks and trade names consist of the Dana®, Spicer® and TM4® trademarks and trade names utilized in our Commercial Vehicle and Off-Highway segments. We value trademarks and trade names using a relief from royalty method which is based on revenue streams. No impairment was recorded during the two years ended December 31, 2023 in connection with the required annual assessment for trademarks and trade names. Amortizable intangible assets — Our amortizable intangible assets include core technology, customer relationships and a portion of our trademarks and trade names. Core technology includes the proprietary know-how and expertise that is inherent in our products and manufacturing processes. Customer relationships include the established relationships with our customers and the related ability of these customers to continue to generate future recurring revenue and income. Amortizable trademarks and trade names includes the Graziano™, Fairfield® and Brevini® trademarks and trade names utilized in our Off-Highway segment. These assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We group the assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the undiscounted future cash flows. We use our internal forecasts, which we update quarterly, to develop our cash flow projections. These forecasts are based on our knowledge of our customers’ production forecasts, our assessment of market growth rates, net new business, material and labor cost estimates, cost recovery agreements with customers and our estimate of savings expected from our restructuring activities. The most likely factors that would significantly impact our forecasts are changes in customer production levels and loss of significant portions of our business. Our valuation is applied over the life of the primary assets within the asset groups. If the undiscounted cash flows do not indicate that the carrying amount of the asset group is recoverable, an impairment charge is recorded if the carrying amount of the asset group exceeds its fair value based on discounted cash flow analyses or appraisals. There were no impairments recorded during the two years ended December 31, 2023 . 42 Table of Contents Components of other intangible assets — December 31, 2023 December 31, 2022 Weighted Average Gross Accumulated Net Gross Accumulated Net Useful Life Carrying Impairment and Carrying Carrying Impairment and Carrying (years) Amount Amortization Amount Amount Amortization Amount Amortizable intangible assets Core technology 8 $ 159 $ ( 126 ) $ 33 $ 156 $ ( 116 ) $ 40 Trademarks and trade names 13 29 ( 15 ) 14 29 ( 13 ) 16 Customer relationships 8 503 ( 441 ) 62 498 ( 425 ) 73 Non-amortizable intangible assets Trademarks and trade names 73 73 72 72 $ 764 $ ( 582 ) $ 182 $ 755 $ ( 554 ) $ 201 The net carrying amounts of intangible assets, other than goodwill, attributable to each of our operating segments at December 31, 2023 were as follows: Light Vehicle – $ 14 , Commercial Vehicle – $ 59 , Off-Highway – $ 105 and Power Technologies – $ 4 . Amortization expense related to amortizable intangible assets — 2023 2022 2021 Charged to cost of sales $ 10 $ 9 $ 10 Charged to amortization of intangibles 13 14 14 Total amortization $ 23 $ 23 $ 24 The following table provides the estimated aggregate pre-tax amortization expense related to intangible assets for each of the next five years based on December 31, 2023 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. 2024 2025 2026 2027 2028 Amortization expense $ 21 $ 19 $ 17 $ 16 $ 11 Note 4. Restructuring of Operations Our restructuring activities include rationalizing our operating footprint by consolidating facilities, positioning operations in lower cost locations and reducing overhead costs as well as headcount reduction initiatives to reduce operating costs. 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. Accrued restructuring costs and activity, including noncurrent portion — Employee Termination Exit Benefits Costs Total Balance, December 31, 2020 $ 30 $ — $ 30 Charges to restructuring 2 5 7 Adjustments of accruals ( 7 ) ( 7 ) Cash payments ( 13 ) ( 5 ) ( 18 ) Currency impact ( 1 ) ( 1 ) Balance, December 31, 2021 11 — 11 Charges to restructuring 2 2 4 Adjustments of accruals ( 5 ) ( 5 ) Cash payments ( 6 ) ( 2 ) ( 8 ) Balance, December 31, 2022 2 — 2 Charges to restructuring 17 8 25 Cash payments ( 9 ) ( 8 ) ( 17 ) Balance, December 31, 2023 $ 10 $ — $ 10 At December 31, 2023 , accrued employee termination benefits include costs to reduce approximately 300 employees to be completed over the next year. 43 Table of Contents Note 5. Inventories Inventory components at December 31 — 2023 2022 Raw materials $ 681 $ 679 Work in process and finished goods 995 930 Total $ 1,676 $ 1,609 Note 6. Supplemental Balance Sheet and Cash Flow Information Supplemental balance sheet information at December 31 — 2023 2022 Other current assets: Prepaid expenses $ 155 $ 167 Restricted cash 23 7 Other 69 45 Total $ 247 $ 219 Other noncurrent assets: Deferred customer incentives $ 34 $ 28 Pre-production costs receivable 24 25 Pension assets, net of related obligations 12 9 Restricted cash 11 10 Deferred financing costs 5 4 Other 54 47 Total $ 140 $ 123 Property, plant and equipment, net: Land and improvements to land $ 198 $ 187 Buildings and building fixtures 576 539 Machinery and equipment 3,815 3,369 Software and hardware 366 310 Construction in progress 450 495 Finance lease right-of-use assets 55 57 Total cost 5,460 4,957 Less: accumulated depreciation ( 3,149 ) ( 2,764 ) Net $ 2,311 $ 2,193 Other accrued liabilities (current): Non-income taxes payable $ 57 $ 54 Warranty reserves 53 35 Contract liabilities 50 48 Accrued interest 50 29 Accrued customer rebates 27 20 Payable under forward contracts 12 11 Restructuring costs 10 2 Environmental 3 3 Deferred government assistance 3 Other expense accruals 111 72 Total $ 373 $ 277 Other noncurrent liabilities: Income tax liability $ 81 $ 58 Interest rate swap market valuation 20 11 Deferred income tax liability 34 30 Workplace injury costs 13 14 Warranty reserves 63 73 Deferred government assistance 16 16 Other noncurrent liabilities 92 47 Total $ 319 $ 249 44 Table of Contents Cash, cash equivalents and restricted cash at — December 31, 2023 December 31, 2022 December 31, 2021 December 31, 2020 Cash and cash equivalents $ 529 $ 425 $ 268 $ 559 Restricted cash included in other current assets 23 7 9 5 Restricted cash included in other noncurrent assets 11 10 10 3 Total cash, cash equivalents and restricted cash $ 563 $ 442 $ 287 $ 567 Supplemental cash flow information — 2023 2022 2021 Change in working capital: Change in accounts receivable $ 12 $ ( 81 ) $ ( 189 ) Change in inventories ( 42 ) ( 99 ) ( 471 ) Change in accounts payable ( 88 ) 343 254 Change in accrued payroll and employee benefits 73 36 3 Change in accrued income taxes 54 10 ( 44 ) Change in other current assets and liabilities 61 ( 10 ) ( 8 ) Net $ 70 $ 199 $ ( 455 ) Cash paid during the period for: Interest $ 128 $ 117 $ 109 Income taxes 148 132 99 Noncash investing and financing activities: Purchases of property, plant and equipment held in accounts payable $ 48 $ 74 $ 91 Stock compensation plans 26 17 18 Noncash dividends declared 1 1 1 Note 7. Leases Our leases generally have remaining lease terms of one year to twenty years, some of which include options to extend the leases for up to forty years. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The following table provides a summary of the location and amounts related to finance leases recognized in the consolidated balance sheet. Short-term lease costs were insignificant as o f December 31, 2023 and 2022 . Classification 2023 2022 Finance lease right-of-use assets Property, plant and equipment, net $ 55 $ 57 Finance lease liabilities Current portion of long-term debt 7 8 Finance lease liabilities Long-term debt 42 43 Components of lease expense — 2023 2022 2021 Operating lease cost $ 65 $ 58 $ 53 Finance lease cost: Amortization of right-of-use assets $ 8 $ 9 $ 8 Interest on lease liabilities 2 2 2 Total finance lease cost $ 10 $ 11 $ 10 45 Table of Contents Supplemental cash flow information related to leases — 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 62 $ 60 $ 53 Operating cash flows from finance leases 2 2 2 Financing cash flows from finance leases 8 9 7 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 61 $ 111 $ 105 Finance leases 5 6 3 Supplemental balance sheet information related to leases — 2023 2022 Weighted-average remaining lease term (years): Operating leases 10 10 Finance leases 12 12 Weighted-average discount rate: Operating leases 7.2 % 6.9 % Finance leases 5.1 % 4.5 % Maturities — Operating Leases Finance Leases 2024 $ 62 $ 9 2025 57 8 2026 52 8 2027 45 7 2028 37 4 Thereafter 212 32 Total lease payments 465 68 Less: interest 139 19 Present value of lease liabilities $ 326 $ 49 Finance lease payments presented in the table above exclude approximately $ 112 of undiscounted minimum lease payments for non-cancellable equipment leases with various banks signed in 2023 but commencing in 2024. These leases generally have lease terms of six years. Note 8. Stockholders' Equity Preferred Stock We are authorized to issue 50,000,000 shares of Dana preferred stock, par value $ 0.01 per share. There were no preferred shares outstanding at December 31, 2023 or 2022 . Common Stock We are authorized to issue 450,000,000 shares of Dana common stock, par value $ 0.01 per share. At December 31, 2023 , there were 144,861,465 shares of our common stock issued and 144,386,484 shares outstanding, net of 474,981 in treasury shares. Treasury shares include those shares withheld at cost to satisfy tax obligations from stock awards issued under our stock compensation plan in addition to shares repurchased through share repurchase programs. Our Board of Directors declared a cash dividend of ten cents per share of common stock in all four quarters of 2023 . Aggregate 2023 cash dividends paid totaled $ 58 . Dividends accrue on restricted stock units (RSUs) granted under our stock compensation program and will be paid in cash or additional units when the underlying units vest. Treasury stock — On December 17, 2022, we retired 13,477,933 shares of treasury stock. The $ 216 excess of the cost of the treasury stock over the common stock par value, based on the weighted-average pool price of our treasury shares at the date of retirement, was charged to additional paid-in capital. 46 Table of Contents Changes in each component of AOCI of the parent — Parent Company Stockholders Accumulated Foreign Defined Other Currency Benefit Comprehensive Translation Hedging Plans Loss Balance, December 31, 2020 $ ( 802 ) $ 9 $ ( 233 ) $ ( 1,026 ) Other comprehensive income (loss): Currency translation adjustments ( 7 ) ( 7 ) Holding gains and losses 55 55 Reclassification of amount to net income (a) ( 59 ) ( 59 ) Net actuarial gains 52 52 Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b) 18 18 Tax expense ( 1 ) ( 17 ) ( 18 ) Other comprehensive income (loss) ( 7 ) ( 5 ) 53 41 Balance, December 31, 2021 ( 809 ) 4 ( 180 ) ( 985 ) Other comprehensive income (loss): Currency translation adjustments ( 88 ) ( 88 ) Holding gains and losses 76 76 Reclassification of amount to net income (a) ( 56 ) ( 56 ) Net actuarial gains 62 62 Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b) 11 11 Tax expense (benefit) 2 ( 3 ) ( 20 ) ( 21 ) Other comprehensive income (loss) ( 86 ) 17 53 ( 16 ) Balance, December 31, 2022 ( 895 ) 21 ( 127 ) ( 1,001 ) Other comprehensive income (loss): Currency translation adjustments 27 27 Holding gains and losses 22 22 Reclassification of amount to net income (a) ( 23 ) ( 23 ) Net actuarial losses ( 25 ) ( 25 ) Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b) 3 3 Tax benefit 7 7 Other comprehensive income (loss) 27 ( 1 ) ( 15 ) 11 Balance, December 31, 2023 $ ( 868 ) $ 20 $ ( 142 ) $ ( 990 ) ___________________________________________________ Notes: (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. See Note 14 for additional details. (b) See Note 12 for additional details. Note 9. Redeemable Noncontrolling Interests Hydro-Québec owns a 45 % redeemable noncontrolling interest in Dana TM4 Inc., Dana TM4 Electric Holdings BV and Dana TM4 USA, LLC. The terms of the joint venture agreement provide Hydro-Québec with the right to put all, and not less than all, of its ownership interests in Dana TM4 Inc., Dana TM4 Electric Holdings BV and Dana TM4 USA, LLC to Dana at fair value. 47 Table of Contents Redeemable noncontrolling interests reflected as of the balance sheet date are the greater of the redeemable noncontrolling interest balances adjusted for comprehensive income (loss) items and distributions or the redemption values. 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. 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 EBITDA, discount rate, capital expenditures and terminal growth rate. Reconciliation of changes in redeemable noncontrolling interests — 2023 2022 Balance, beginning of period $ 195 $ 198 Capital contribution from redeemable noncontrolling interest 22 51 Adjustment to redemption value ( 16 ) 41 Other Comprehensive income (loss) adjustments: Net loss attributable to redeemable noncontrolling interests ( 12 ) ( 84 ) Other comprehensive income (loss) attributable to redeemable noncontrolling interests 2 ( 11 ) Balance, end of period $ 191 $ 195 Note 10. Earnings per Share Reconciliation of the numerators and denominators of the earnings per share calculations — 2023 2022 2021 Net income (loss) available to common stockholders - Numerator basic and diluted $ 38 $ ( 242 ) $ 197 Denominator: Weighted-average common shares outstanding - Basic 144.4 143.6 144.8 Employee compensation-related shares, including stock options 0.2 — 1.4 Weighted-average common shares outstanding - Diluted 144.6 143.6 146.2 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. We excluded 0.1 million, 0.1 million and 0.6 million CSEs from the calculations of diluted earnings per share for the years 2023 , 2022 and 2021 as the effect of including them would have been anti-dilutive. In addition, we excluded CSEs that satisfied the definition of potentially dilutive shares of 0.7 million for 2022 because the net loss position made these anti-dilutive. 48 Table of Contents Note 11. Stock Compensation 2021 Omnibus Incentive Plan The 2021 Omnibus Incentive Plan (the Plan) authorizes the grant of stock options, stock appreciation rights (SARs), RSUs and performance share units (PSUs) through April 2031. Cash-settled awards do not count against the number of shares available for award under the Plan. At December 31, 2023 , there were 4.1 million shares available for future grants. Shares of common stock to be issued under the Plan are made available from authorized and unissued Dana common stock. Award activity — (shares in millions) Options RSUs PSUs Grant-Date Grant-Date Shares Exercise Price* Shares Fair Value* Shares Fair Value* December 31, 2022 0.2 $ 16.19 2.3 $ 18.95 0.4 $ 25.52 Granted 1.2 18.37 0.6 19.56 Exercised or vested ( 0.2 ) 16.19 ( 1.5 ) 18.46 ( 0.3 ) 23.12 Forfeited or expired ( 0.1 ) 19.61 December 31, 2023 — 1.9 20.05 0.7 21.70 * Weighted-average per share 2023 2022 2021 Total stock compensation expense $ 26 $ 19 $ 17 Total grant-date fair value of awards vested 33 19 15 Cash received from exercise of stock options 3 5 Cash paid to settle SARs and RSUs 5 4 2 Intrinsic value of stock options and SARs exercised 1 2 Intrinsic value of RSUs and PSUs vested 30 21 14 Compensation expense is generally measured based on the fair value at the date of grant and is recognized on a straight-line basis over the vesting period. For options and SARs, we use an option-pricing model to estimate fair value. For RSUs and PSUs, the fair value is based on the closing market price of our common stock at the date of grant. Awards that are settled in cash are subject to liability accounting. Accordingly, the fair value of such awards is remeasured at the end of each reporting period until settled or expired. We had accrued $ 2 and $ 4 for cash-settled awards at December 31, 2023 and 2022 . During 2023 we issued 1.3 million and de minimis shares of common stock based on vesting of RSUs and PSUs, respectively. At December 31, 2023 , the total unrecognized compensation cost related to the nonvested awards granted and expected to vest was $ 26 . This cost is expected to be recognized over a weighted-average period of 1.8 years. Stock options and stock appreciation rights — The exercise price of each option or SAR equals the closing market price of our common stock on the date of grant. Options and SARs generally vest over three years and their maximum term is ten years. Shares issued upon the exercise of options are recorded as common stock and additional paid-in capital at the option price. SARs are settled in cash for the difference between the market price on the date of exercise and the exercise price. We have not granted stock options or SARs since 2013. All outstanding awards are fully vested and exercisable. At December 31, 2023 , there were no outstanding awards as they have all been exercised or expired. Restricted stock units and performance shares units — Each RSU or PSU granted represents the right to receive one share of Dana common stock or, at the election of Dana (for units awarded to board members) or for employees located outside the U.S. (for employee awarded units), cash equal to the market value per share. All RSUs contain dividend equivalent rights. RSUs granted to non-employee directors vest on the first anniversary date of the grant and those granted to employees generally cliff vest fully after three years for older awards and pro-rata vest for newer awards over three years. PSUs granted to employees vest if specified performance goals are achieved during the respective performance period, generally three years. Under the 2023, 2022, and 2021 stock compensation award programs, the number of PSUs that ultimately vest is contingent on achieving specified financial targets and specified total shareholder return targets relative to peer companies. For the portions of the awards based on financial metrics, we estimated the fair value 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. The estimated grant date value is accrued over the performance period and adjusted as appropriate based on performance relative to the target. For the portion of the PSU award based on shareholder returns, we estimated the fair value at grant date using various assumptions as part of a Monte Carlo simulation. The expected term represents the period from the grant date to the end of the performance period. The risk-free interest rate was based on U.S. Treasury constant maturity rates at the grant date. The dividend yield for the 2023 and 2022 award was calculated using our historical approach calculated by dividing the expected annual dividend by the average stock price over the prior year. The estimated volatility was based on observed historical volatility of daily stock returns for the 3 -year period preceding the grant date. PSUs 2023 2022 Expect term (in years) 3.0 3.0 Risk-free interest rate 4.28 % 1.78 % Dividend yield 2.50 % 1.67 % Expected volatility 67.0 % 63.9 % Cash incentive awards — Our 2021 Omnibus Incentive Plan provides for cash incentive awards. We make awards annually to certain eligible employees designated by Dana, including certain executive officers. Awards under the plan are primarily based on achieving certain financial performance goals. The financial performance goals of the plan are established annually by the Board of Directors. Under the 2023 and 2022 annual incentive programs, participants were eligible to receive cash awards based on achieving earnings, cash flow and electrification sales performance goals. Under the 2021 annual incentive program, participants were eligible to receive cash awards based on achieving earnings and cash flow performance goals. We accrued $ 98 , $ 37 and $ 8 of expense in 2023 , 2022 and 2021 for the expected cash payments under these programs. 49 Table of Contents Note 12. Pension and Postretirement Benefit Plans We sponsor various defined benefit, qualified and nonqualified, pension plans covering eligible employees. Other postretirement benefits (OPEB), including medical and life insurance, are provided for certain employees upon retirement. We also sponsor various defined contribution plans that cover the majority of our employees. Under the terms of the qualified defined contribution retirement plans, employee and employer contributions may be directed into a number of diverse investments. None of these qualified defined contribution plans allow direct investment in our stock. Components of net periodic benefit cost (credit) and other amounts recognized in OCI — Pension Benefits 2023 2022 2021 U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. Interest cost $ 28 $ 14 $ 16 $ 8 $ 13 $ 5 Expected return on plan assets ( 31 ) ( 3 ) ( 28 ) ( 2 ) ( 26 ) ( 2 ) Service cost 6 7 9 Amortization of net actuarial loss 7 8 5 9 9 Curtailment ( 1 ) Net periodic benefit cost (credit) 4 16 ( 4 ) 18 ( 4 ) 21 Recognized in OCI: Amount due to net actuarial (gains) losses 2 15 20 ( 66 ) ( 4 ) ( 23 ) Reclassification adjustment for net actuarial losses in net periodic benefit cost ( 7 ) ( 8 ) ( 5 ) ( 9 ) ( 9 ) Total recognized in OCI ( 5 ) 15 12 ( 71 ) ( 13 ) ( 32 ) Net recognized in benefit cost (credit) and OCI $ ( 1 ) $ 31 $ 8 $ ( 53 ) $ ( 17 ) $ ( 11 ) OPEB 2023 2022 2021 U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. Interest cost $ 1 $ 2 $ — $ 2 $ — $ 2 Service cost 1 Amortization of net actuarial gain ( 4 ) ( 2 ) Net periodic benefit cost (credit) 1 ( 2 ) — — — 3 Recognized in OCI: Amount due to net actuarial (gains) losses 8 ( 1 ) ( 15 ) ( 1 ) ( 24 ) Reclassification adjustment for net actuarial gain in net periodic benefit cost 4 2 Total recognized in OCI — 12 ( 1 ) ( 13 ) ( 1 ) ( 24 ) Net recognized in benefit cost (credit) and OCI $ 1 $ 10 $ ( 1 ) $ ( 13 ) $ ( 1 ) $ ( 21 ) 50 Table of Contents Our U.S. defined benefit pension plans are frozen and no additional service cost is being accrued. The service cost component for international plans is included in cost of sales and selling, general and administrative expenses. Other components of net periodic benefit cost (credit) are included in other income (expense), net in our consolidated income statement. Actuarial gains and losses resulting from plan remeasurement are recognized in AOCI in the period of remeasurement. We use the corridor approach for purposes of systematically amortizing deferred gains or losses as a component of net periodic benefit cost into the income statement in future reporting periods. The amortization period used is generally the average remaining service period of active participants in the plan unless almost all of the plan’s participants are inactive, in which case we use the average remaining life expectancy of the inactive participants. Funded status — The following tables provide reconciliations of the changes in benefit obligations, plan assets and funded status. Pension Benefits OPEB 2023 2022 2023 2022 U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. Reconciliation of benefit obligation: Obligation at beginning of period $ 557 $ 296 $ 745 $ 384 $ 2 $ 48 $ 3 $ 69 Interest cost 28 14 16 8 1 2 2 Service cost 6 7 Actuarial (gain) loss 12 17 ( 155 ) ( 73 ) 8 ( 1 ) ( 15 ) Benefit payments ( 48 ) ( 16 ) ( 49 ) ( 14 ) ( 4 ) ( 4 ) Settlements ( 1 ) Translation adjustments 14 ( 16 ) 1 ( 4 ) Obligation at end of period $ 549 $ 330 $ 557 $ 296 $ 3 $ 55 $ 2 $ 48 Pension Benefits OPEB 2023 2022 2023 2022 U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. Reconciliation of fair value of plan assets: Fair value at beginning of period $ 537 $ 59 $ 733 $ 65 $ — $ 1 $ — $ 1 Actual return on plan assets 41 5 ( 147 ) ( 5 ) Employer contributions 18 16 4 4 Benefit payments ( 48 ) ( 16 ) ( 49 ) ( 14 ) ( 4 ) ( 4 ) Settlements ( 1 ) Translation adjustments 4 ( 3 ) ( 1 ) Fair value at end of period $ 530 $ 69 $ 537 $ 59 $ — $ — $ — $ 1 Funded status at end of period $ ( 19 ) $ ( 261 ) $ ( 20 ) $ ( 237 ) $ ( 3 ) $ ( 55 ) $ ( 2 ) $ ( 47 ) 51 Table of Contents Amounts recognized in the balance sheet — Pension Benefits OPEB 2023 2022 2023 2022 U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. Amounts recognized in the consolidated balance sheet: Noncurrent assets $ 11 $ 1 $ 7 $ 2 $ — $ — $ — $ — Current liabilities ( 12 ) ( 13 ) ( 4 ) ( 4 ) Noncurrent liabilities ( 30 ) ( 250 ) ( 27 ) ( 226 ) ( 3 ) ( 51 ) ( 2 ) ( 43 ) Net amount recognized $ ( 19 ) $ ( 261 ) $ ( 20 ) $ ( 237 ) $ ( 3 ) $ ( 55 ) $ ( 2 ) $ ( 47 ) Amounts recognized in AOCI — Pension Benefits OPEB 2023 2022 2023 2022 U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. Amounts recognized in AOCI: Net actuarial loss (gain) $ 136 $ 20 $ 141 $ 5 $ — $ ( 33 ) $ — $ ( 45 ) AOCI before tax 136 20 141 5 — ( 33 ) — ( 45 ) Deferred taxes 18 ( 7 ) 17 ( 2 ) 8 11 Net $ 154 $ 13 $ 158 $ 3 $ — $ ( 25 ) $ — $ ( 34 ) The net actuarial loss for pension for 2023 was primarily due to a decrease in discount rates, partially offset due to the actual return on assets exceeding the expected asset return. The actuarial loss for OPEB for 2023 was primarily due to a decrease in the discount rates. The net actuarial loss for U.S. pension plans for 2022 was primarily due to the actual return on assets underperforming the expected asset return, partially offset by an increase in discount rates. The actuarial gain for non-U.S. plans was due to an increase in discount rates. The actuarial gain for OPEB for 2022 was primarily due to an increase in the discount rates. Aggregate funding levels — The following table presents information regarding the aggregate funding levels of our defined benefit pension plans at December 31: 2023 2022 U.S. Non-U.S. U.S. Non-U.S. Plans with fair value of plan assets in excess of obligations: Accumulated benefit obligation $ 416 $ 31 $ 425 $ 14 Projected benefit obligation 416 32 425 14 Fair value of plan assets 427 33 431 16 Plans with obligations in excess of fair value of plan assets: Accumulated benefit obligation $ 133 $ 270 $ 132 $ 259 Projected benefit obligation 133 298 132 282 Fair value of plan assets 103 36 106 43 52 Table of Contents Fair value of pension plan assets — Fair Value Measurements at December 31, 2023 U.S. Non-U.S. Asset Category Total Level 1 Level 2 Level 3 NAV (a) Level 1 Level 2 Level 3 Equity securities: U.S. all cap (b) $ 25 $ 25 $ — $ — $ — $ — $ — $ — U.S. large cap 26 26 EAFE composite 14 14 Emerging markets 10 10 Fixed income securities: Corporate bonds 379 190 189 U.S. Treasury strips 7 7 Non-U.S. government securities 19 2 17 Emerging market debt 8 8 Alternative investments: Insurance contracts (c) 54 6 48 Real estate 11 11 Other 4 4 Cash and cash equivalents 42 42 Total $ 599 $ 25 $ 241 $ 6 $ 258 $ — $ 21 $ 48 Fair Value Measurements at December 31, 2022 U.S. Non-U.S. Asset Category Total Level 1 Level 2 Level 3 NAV (a) Level 1 Level 2 Level 3 Equity securities: U.S. all cap (b) $ 20 $ 20 $ — $ — $ — $ — $ — $ — U.S. large cap 19 19 EAFE composite 11 11 Emerging markets 9 9 Fixed income securities: Corporate bonds 414 165 249 U.S. Treasury strips 8 8 Non-U.S. government securities 16 2 14 Emerging market debt 7 7 Alternative investments: Insurance contracts (c) 49 6 43 Real estate 14 14 Other 2 2 Cash and cash equivalents 27 27 Total $ 596 $ 20 $ 202 $ 6 $ 309 $ — $ 16 $ 43 ________________________________ Notes: (a) Certain assets are measured at fair value using the net asset value (NAV) per share (or its equivalent) practical expedient and have not been classified in the fair value hierarchy. (b) This category comprises a combination of small-, mid- and large-cap equity stocks that are allocated at the investment manager's discretion. Investments include common and preferred securities as well as equity funds that invest in these instruments. (c) This category comprises contracts placed with insurance companies where the underlying assets are invested in fixed interest securities. 53 Table of Contents 2023 2022 U.S. Non-U.S. U.S. Non-U.S. Insurance Insurance Insurance Insurance Reconciliation of Level 3 Assets Contracts Contracts Contracts Contracts Fair value at beginning of period $ 6 $ 43 $ 6 $ 51 Actual gains (losses) relating to assets still held at the reporting date 5 ( 5 ) Purchases, sales and settlements ( 1 ) Currency impact 1 ( 3 ) Fair value at end of period $ 6 $ 48 $ 6 $ 43 Valuation Methods Equity securities — The fair value of equity securities held directly by the trust is based on quoted market prices. When the equity securities are held in commingled funds that are not publicly traded, the fair value of our interest in the fund is its NAV as determined by quoted market prices for the underlying holdings. Fixed income securities — The fair value of fixed income securities held directly by the trust is based on a bid evaluation process with input from independent pricing sources. When the fixed income securities are held in commingled funds that are not publicly traded, the fair value of our interest in the fund is its NAV as determined by a similar valuation of the underlying holdings. Insurance contracts — The values shown for insurance contracts are the amounts reported by the insurance company and approximate the fair values of the underlying investments. Real estate — The investments in real estate represent ownership interests in commingled funds and partnerships that invest in real estate. The investment managers determine the NAV of these ownership interests using the fair value of the underlying real estate which is obtained via independent third party appraisals prepared on a periodic basis. Assumptions used to value the properties are updated quarterly. For the component of the real estate portfolio under development, the investments are carried at cost until they are completed and valued by a third party appraiser. Cash and cash equivalents — The fair value of cash and cash equivalents is set equal to its amortized cost. The methods described above may produce a fair value that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe the valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. Investment policy — Target asset allocations of U.S. pension plans are established through an investment policy, which is updated periodically and reviewed by an Investment Committee, comprised of certain company officers. The investment policy allows for a flexible asset allocation mix which is intended to provide appropriate diversification to lessen market volatility while assuming a reasonable level of economic risk. Our policy recognizes that properly managing the relationship between pension assets and pension liabilities serves to mitigate the impact of market volatility on our funding levels. The investment policy permits plan assets to be invested in a number of diverse categories, including a Growth Portfolio, an Immunizing Portfolio and a Liquidity Portfolio. These sub-portfolios are intended to balance the generation of incremental returns with the management of overall risk. The Growth Portfolio is invested in a diversified pool of assets in order to generate an incremental return with an acceptable level of risk. The Immunizing Portfolio is a hedging portfolio that may be comprised of fixed income securities and overlay positions. This portfolio is designed to offset changes in the value of the pension liability due to changes in interest rates. The Liquidity Portfolio is a cash portfolio designed to meet short-term liquidity needs and reduce the plans’ overall risk. As a result of our diversification strategies, there are no significant concentrations of risk within the portfolio of investments. The allocations among portfolios are adjusted as needed to meet changing objectives and constraints and to manage the risk of adverse changes in the unfunded positions of our plans. At December 31, 2023 , the U.S. plans had targets of 21 % for the Growth Portfolio (U.S. and non-U.S. equities, high-yield fixed income, real estate, emerging market debt and cash), 77 % fo r the Immunizing Portfolio (long duration U.S. Treasury strips, corporate bonds and cash) and 2 % f or the Liquidity Portfolio (cash and short-term securities). The assets held at December 31, 2023 by the U.S. plans were invested 20 % in the Growth Portfolio, 78 % in the Immunizing Portfolio and 2 % in the Liquidity Portfolio. 54 Table of Contents Significant assumptions — The significant weighted-average assumptions used in the measurement of pension benefit obligations at December 31 of each year and the net periodic benefit cost for each year are as follows: 2023 2022 2021 U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. Pension benefit obligations: Discount rate 5.12 % 4.33 % 5.47 % 4.74 % 2.83 % 1.97 % Net periodic benefit cost: Discount rate 5.36 % 4.98 % 2.29 % 2.20 % 1.72 % 1.79 % Rate of compensation increase N/A 3.68 % N/A 3.11 % N/A 2.97 % Expected return on plan assets 6.00 % 5.13 % 4.00 % 3.64 % 3.50 % 3.57 % The pension plan discount rate assumptions are evaluated annually in consultation with our outside actuarial advisers. Long-term interest rates on high quality corporate debt instruments are used to determine the discount rate. For our largest plans, discount rates are developed using a discounted bond portfolio analysis, with appropriate consideration given to defined benefit payment terms and duration of the liabilities. For pension and other postretirement benefit plans that utilize a full yield curve approach to estimate the interest and service components of net periodic benefit cost, we apply the specific spot rates along the yield curve used in the most recent remeasurement of the benefit obligation to the relevant projected cash flows. We believe this method improves the correlation between the projected cash flows and the corresponding interest rates and provides a more precise measurement of interest and service costs. Since the remeasurement of total benefit obligations is not affected, the resulting reduction in periodic benefit cost is offset by an increase in the actuarial loss. The expected rate of return on plan assets was selected on the basis of our long-term view of return and risk assumptions for major asset classes. We define long-term as forecasts that span at least the next ten years. Our long-term outlook is influenced by a combination of return expectations by individual asset class, actual historical experience and our diversified investment strategy. We consult with and consider the opinions of financial professionals in developing appropriate capital market assumptions. Return projections are also validated using a simulation model that incorporates yield curves, credit spreads and risk premiums to project long-term prospective returns. The appropriateness of the expected rate of return is assessed on an annual basis and revised if necessary. We have a high percentage of total assets in fixed income securities since the benefit accruals are frozen for all of our U.S. pension plans. Based on this assessment, we have selected a 5.75 % expected return on asset assumption for 2024 for our U.S. plans. The significant weighted-average assumptions used in the measurement of OPEB obligations at December 31 of each year and the net periodic benefit cost for each year are as follows: 2023 2022 2021 U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. OPEB benefit obligations: Discount rate 5.19 % 5.01 % 5.54 % 5.44 % 2.99 % 3.08 % Net periodic benefit cost: Discount rate 5.48 % 5.64 % 2.84 % 3.34 % 2.57 % 2.62 % Initial health care cost trend rate N/A 2.76 % N/A 2.48 % N/A 2.27 % Ultimate health care cost trend rate N/A 4.19 % N/A 4.09 % N/A 4.20 % Year ultimate reached N/A 2032 N/A 2032 N/A 2032 The discount rate selection process was similar to the process used for the pension plans. Assumed health care cost trend rates have a significant effect on the health care obligation. To determine the trend rates, consideration is given to the plan design, recent experience and health care economics. Estimated future benefit payments and contributions — Expected benefit payments by our pension and OPEB plans for each of the next five years and for the following five -year period are as follows: Pension Benefits OPEB Year U.S. Non-U.S. U.S. Non-U.S. 2024 $ 49 $ 17 $ — $ 4 2025 48 17 4 2026 47 20 4 2027 46 19 4 2028 45 21 4 2029 to 2033 207 124 1 19 Total $ 442 $ 218 $ 1 $ 39 Pension benefits are funded through deposits with trustees that satisfy, at a minimum, the applicable funding regulations. OPEB benefits are funded as they become due. There are projected contributions of $ 7 and $ 17 to be made during 2024 for our U.S. plans and non-U.S. plans, respectively. 55 Table of Contents Multi-employer pension plans — We participate in the Steelworkers Pension Trust (SPT) multi-employer pension plan which provides pension benefits to certain of our U.S. employees represented by the United Steelworkers and United Automobile Workers unions. Contributions are made in accordance with our collective bargaining agreements and rates are generally based on hours worked. The collective bargaining agreements expire May 22, 2026. The trustees of the SPT have provided us with the latest data available for the plan year ended December 31, 2023 . As of that date, the plan is not fully funded. We could be held liable to the plan for our obligations as well as those of other employers as a result of our participation in the plan. Contribution rates could increase if the plan is required to adopt a funding improvement plan or a rehabilitation plan, if the performance of plan assets does not meet expectations or as a result of future collectively bargained wage and benefit agreements. If we choose to stop participating in the plan, we may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The Pension Protection Act (PPA) defines a zone status for each plan. Plans in the green zone are at least 80 % funded, plans in the yellow zone are at least 65 % funded and plans in the red zone are generally less than 65 % funded. The SPT plan has utilized extended amortization provisions to amortize its losses from 2008. The plan recertified its zone status after using the extended amortization provisions as allowed by law. The SPT plan has not implemented a funding improvement or rehabilitation plan, nor are such plans pending. Our contributions to the SPT exceeded 5 % of the total contributions to the plan. Employer PPA Identification Zone Status Funding Plan Contributions by Dana Pension Number/ Pending/ Surcharge Fund Plan Number 2023 2022 Implemented 2023 2022 2021 Imposed SPT 23-6648508 / 499 Green Green No $ 17 $ 18 $ 16 No Note 13. Financing Agreements Long-term debt at December 31 — Interest Rate 2023 2022 Senior Notes due April 15, 2025 5.750 % * $ 200 $ 400 Senior Notes due November 15, 2027 5.375 % 400 400 Senior Notes due June 15, 2028 5.625 % 400 400 Senior Euro Notes due July 15, 2029 3.000 % 359 348 Senior Notes due September 1, 2030 4.250 % 400 400 Senior Euro Notes due July 15, 2031 8.500 % 469 Senior Notes due February 15, 2032 4.500 % 350 350 Other indebtedness 79 80 Debt issuance costs ( 24 ) ( 22 ) 2,633 2,356 Less: Current portion of long-term debt 35 8 Long-term debt, less debt issuance costs $ 2,598 $ 2,348 * In conjunction with the issuance of the April 2025 Notes we entered into 8 -year fixed-to-fixed cross-currency swaps which have the effect of economically converting the April 2025 Notes to euro-denominated debt at a fixed rate of 3.850 %. See Note 14 for additional information. Interest on the senior notes is payable semi-annually. Other indebtedness includes a $ 25 note payable to the former shareholders of SME, borrowings from various financial institutions and finance lease obligations. Scheduled principal payments on long-term debt, excluding finance leases at December 31, 2023 — 2024 2025 2026 2027 2028 Maturities $ 27 $ 201 $ — $ 400 $ 400 Senior notes activity — On May 24, 2023, Dana Financing Luxembourg S.à.r.l. (Dana Financing), a wholly-owned subsidiary of Dana, completed the sale of €425 ($ 458 as of May 24, 2023) in senior unsecured notes ( July 2031 Notes) at 8.500 %. The July 2031 Notes are fully and unconditionally guaranteed by Dana. The July 2031 Notes were issued through a private placement and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act). The July 2031 Notes were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and, outside the United States, only to non-U.S. investors in reliance on Regulation S under the Securities Act. The July 2031 Notes rank equally with Dana's other unsecured senior notes. Interest on the notes is payable on January 15 and July 15 of each year, beginning on January 15, 2024. The July 2031 Notes will mature on July 15, 2031. Net proceeds of the offering totaled €419 ($ 451 as of May 24, 2023). Financing costs of €6 ($ 7 as of May 24, 2023) were recorded as deferred costs and are being amortized to interest expense over the life of the notes. The proceeds from the offering were used to redeem $ 200 of our April 2025 Notes and to make payments against borrowings on our Revolving Facility. On June 9, 2023 we redeemed $ 200 of our April 2025 Notes at a price equal to 100.00 % plus accrued and unpaid interest. The $ 1 loss on extinguishment of debt is comprised of the write-off of previously deferred financing costs associated with the April 2025 Notes. On May 13, 2021, we redeemed $ 254 of our December 2024 Notes pursuant to a tender offer at a weighted average price equal to 102.000 % plus accrued and unpaid interest. On May 17, 2021, we called the remaining $ 171 of our December 2024 Notes at a price equal to 101.833 % plus accrued and unpaid interest. The $ 8 loss on extinguishment of debt recorded in May 2021 includes the redemption premium of $ 8 and the write-off of $ 3 of previously deferred financing costs associated with the December 2024 Notes. These charges were partially offset by the recognition of $ 3 related to an unamortized fair value adjustment associated with a fixed-to-floating interest rate swap that was terminated in 2015. On May 13, 2021, we completed the sale of $ 400 in senior unsecured notes (the September 2030 Notes) at 4.25 %. The September 2030 Notes rank equally with Dana's other unsecured senior notes. Interest on the notes is payable on March 1 and September 1 of each year, beginning on September 1, 2021. The September 2030 Notes will mature on September 1, 2030. Net proceeds of the offering totaled $ 395 . Financing costs of $ 5 were recorded as deferred costs and are being amortized to interest expense over the life of the notes. Proceeds from the offering were used to finance and refinance eligible green projects related to clean transportation, renewable energy, sustainable water and wastewater management, and green buildings. 56 Table of Contents On May 28, 2021, Dana Financing Luxembourg S.à r.l. (Dana Financing), a wholly-owned subsidiary of Dana, completed the sale of €325 ( $396 as of May 28, 2021) in senior unsecured notes ( July 2029 Notes) at 3.000 %. The July 2029 Notes are fully and unconditionally guaranteed by Dana. The July 2029 Notes rank equally with Dana's other unsecured senior notes. Interest on the notes is payable on January 15 and July 15 of each year, beginning on January 15, 2022. The July 2029 Notes will mature on July 15, 2029. Net proceeds of the offering totaled €320 ( $391 as of May 28, 2021). Financing costs of €5 ($ 6 as of May 28, 2021) were recorded as deferred costs and are being amortized to interest expense over the life of the notes. The proceeds from the offering were used to redeem all of our June 2026 Notes. On June 10, 2021 we redeemed all of our June 2026 Notes at a price equal to 103.25 % plus accrued and unpaid interest. The $ 16 loss on extinguishment of debt includes the $ 12 redemption premium and the $ 4 write-off of previously deferred financing costs associated with the June 2026 Notes. On November 24, 2021, we completed the sale of $ 350 in senior unsecured notes (the February 2032 Notes) at 4.5 %. The February 2032 Notes rank equally with Dana’s other unsecured senior notes. Interest on the notes is payable on February 15 and August 15 of each year, beginning on August 15, 2022. The February 2032 Notes will mature on February 15, 2032. Net proceeds of the offering totaled $ 345 . Financing costs of $ 5 were recorded as deferred costs and are being amortized to interest expense over the life of the notes. Proceeds from the offering, along with cash on hand, were used to fully pay down the Term B Facility. See credit agreement discussion below. Senior notes redemption provisions — We may redeem some or all of the senior notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to the redemption date, if redeemed during the 12 -month period commencing on the anniversary date of the senior notes in the year set forth below: Redemption Price April November June July September July February Year 2025 Notes 2027 Notes 2028 Notes 2029 Notes 2030 Notes 2031 Notes 2032 Notes 2023 100.000 % 101.344 % 102.813 % 2024 100.000 % 100.000 % 101.406 % 101.500 % 2025 100.000 % 100.000 % 100.750 % 2026 100.000 % 100.000 % 100.000 % 102.125 % 104.250 % 2027 100.000 % 100.000 % 101.417 % 102.125 % 102.250 % 2028 100.000 % 100.708 % 100.000 % 101.500 % 2029 100.000 % 100.000 % 100.750 % 2030 100.000 % 100.000 % 2031 100.000 % At any time prior to July 15, 2024, we may redeem up to 40% of the aggregate principal amount of the July 2029 Notes in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 103.000 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, provided that at least 50 % of the aggregate principal amount of the July 2029 Notes remain outstanding after the redemption. Prior to July 15, 2024, we may also redeem some or all of the July 2029 Notes at a redemption price equal to 100 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. 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. 57 Table of Contents At any time prior to May 1, 2024, we may redeem up to 40% of the aggregate principal amount of the September 2030 Notes in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 104.250 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50 % of the aggregate principal amount of the September 2030 Notes remains outstanding after the redemption. Prior to May 1, 2026, we may redeem some or all of the September 2030 Notes at a redemption price equal to 100 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. 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 July 15, 2026, we may redeem up to 40% of the aggregate principal amount of the July 2031 Notes in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 108.500 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, provided that at least 50 % of the aggregate principal amount of the July 2031 Notes remain outstanding after the redemption. Prior to July 15, 2026, we may also redeem some or all of the July 2031 Notes at a redemption price equal to 100 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. 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 February 15, 2025, we may redeem up to 40% of the aggregate principal amount of the February 2032 Notes in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 104.500 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50 % of the aggregate principal amount of the February 2032 Notes remains outstanding after the redemption. Prior to February 15, 2027, we may redeem some or all of the February 2032 Notes at a redemption price equal to 100 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. 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. Credit agreement — During 2021, we fully paid down the $ 349 outstanding balance on our Term B Facility. We wrote off $ 5 of previously deferred financing costs associated with the Term B Facility. 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. We recorded deferred fees of $ 2 related to the amendment. On March 14, 2023, we amended our credit and guaranty agreement, extending its maturity to March 14, 2028. We recorded deferred fees of $ 2 related to the amendment. The deferred fees are being amortized over the life of the Revolving Facility. Deferred financing costs on our Revolving Facility are included in other noncurrent assets. The Revolving Facility is 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. Advances under the Revolving Facility bear interest at a floating rate based on, at our option, the base rate or Term Secured Overnight Financing Rate (SOFR) (each as described in the credit and guaranty agreement) plus a margin as set forth below: Margin Total Net Leverage Ratio Base Rate SOFR Rate Less than or equal to 1.00:1.00 0.25 % 1.25 % Greater than 1.00:1.00 but less than or equal to 2.00:1.00 0.50 % 1.50 % Greater than 2.00:1.00 0.75 % 1.75 % Commitment fees are applied based on the average daily unused portion of the available amounts under the Revolving Facility as set forth below: Total Net Leverage Ratio Commitment Fee Less than or equal to 1.00:1.00 0.250 % Greater than 1.00:1.00 but less than or equal to 2.00:1.00 0.375 % Greater than 2.00:1.00 0.500 % Up to $ 275 of the Revolving Facility may be applied to letters of credit, which reduces availability. We pay a fee for issued and undrawn letters of credit in an amount per annum equal to the applicable margin for SOFR 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. At December 31, 2023, we had no outstanding borrowings under the Revolving Facility and had utilized $ 9 for letters of credit. We had availability at December 31, 2023 under the Revolving Facility of $ 1,141 after deducting the letters of credit. Debt covenants — At December 31, 2023, we were in compliance with the covenants of our financing agreements. Under the 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. 58 Table of Contents Note 14. Fair Value Measurements and Derivatives In measuring the fair value of our assets and liabilities, we use market data or assumptions that we believe market participants would use in pricing an asset or liability including assumptions about risk when appropriate. Our valuation techniques include a combination of observable and unobservable inputs. Fair value measurements on a recurring basis — Assets and liabilities that are carried in our balance sheet at fair value are as follows: Fair Value Category Balance Sheet Location Fair Value Level December 31, 2023 December 31, 2022 Currency forward contracts Cash flow hedges Accounts receivable - Other 2 43 26 Cash flow hedges Other accrued liabilities 2 7 4 Undesignated Accounts receivable - Other 2 3 2 Undesignated Other accrued liabilities 2 5 7 Currency swaps Cash flow hedges Other noncurrent assets 2 17 Cash flow hedges Other noncurrent liabilities 2 11 Undesignated Other noncurrent liabilities 2 9 11 Fair Value Level 1 assets and liabilities reflect quoted prices in active markets. Fair Value Level 2 assets and liabilities reflect the use of significant other observable inputs. Fair value of financial instruments — The financial instruments that are not carried in our balance sheet at fair value are as follows: 2023 2022 Carrying Fair Carrying Fair Fair Value Level Value Value Value Value Long term debt 2 $ 2,582 $ 2,495 $ 2,304 $ 2,010 Foreign currency derivatives — Our foreign currency derivatives include forward contracts associated with forecasted transactions, primarily involving the purchases and sales of inventory through the next fifteen months, as well as currency swaps associated with certain recorded external notes payable and intercompany loans receivable and payable. Periodically, our foreign currency derivatives also include net investment hedges of certain of our investments in foreign operations. We have executed fixed-to-fixed cross-currency swaps in conjunction with the issuance of certain notes to eliminate the variability in the functional-currency-equivalent cash flows due to changes in exchange rates associated with the forecasted principal and interest payments. All of the underlying designated financial instruments, and any subsequent replacement debt, have been designated as the hedged items in each respective cash flow hedge relationship, as shown in the table below. Designated as cash flow hedges of the forecasted principal and interest payments of the underlying designated financial instruments, or subsequent replacement debt, all of the swaps economically convert the underlying designated financial instruments into the functional currency of each respective holder. 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. The following fixed-to-fixed cross-currency swaps were outstanding at December 31, 2023 : Underlying Financial Instrument Derivative Financial Instrument Description Type Face Amount Rate Notional Amount Traded Amount Inflow Rate Outflow Rate April 2025 Notes Payable $ 200 5.75 % $ 200 € 185 5.75 % 3.85 % Luxembourg Intercompany Notes Receivable € 93 3.85 % $ 100 € 93 5.75 % 3.85 % Luxembourg Intercompany Notes Receivable € 278 3.70 % € 278 $ 300 5.38 % 3.70 % Undesignated 2026 Swap $ 188 € 169 6.50 % 5.14 % Undesignated Offset 2026 Swap € 169 $ 188 3.13 % 6.50 % 59 Table of Contents The designated swaps are expected to be highly effective in offsetting the corresponding currency-based changes in cash outflows related to the underlying designated financial instruments. Based on our qualitative assessment that the critical terms of all of the underlying designated financial instruments and all of the associated swaps match and that all other required criteria have been met, we do not expect to incur any ineffectiveness. As effective cash flow hedges, changes in the fair value of the swaps will be recorded in OCI during each period. 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. See Note 13 for additional information about the April 2025 Notes. To the extent the swaps are no longer effective, changes in their fair values will be recorded in earnings. We had previously entered into fixed-to-fixed cross currency swaps as a hedge against our June 2026 Notes. In June 2021, we elected to redeem all of the June 2026 Notes and de-designated the fixed-to-fixed cross currency swaps. As the forecasted payments subject to the hedge will no longer occur in the forecasted periods, we reclassified $ 9 of previously deferred losses from AOCI into other income (expense), net. We settled $ 187 of the $ 375 notional value resulting in a net cash outflow of $ 22 . The remaining $ 188 continues to remain outstanding and we have entered into an offsetting swap to hedge against future fair value adjustments which will be included in earnings. The fair value of the remaining $ 188 will be settled with the counterparty over the life of the swap through the difference in the euro denominated inflow and outflow rates which are settled on June 15 and December 15 each year through June 2026. The total notional amount of outstanding foreign currency forward contracts, involving the exchange of various currencies, was $ 776 at December 31, 2023 and $ 608 at December 31, 2022 . The total notional amount of outstanding foreign currency swaps, including the fixed-to-fixed cross-currency swaps, was $ 981 at December 31, 2023 and $ 967 at December 31, 2022 . The following currency derivatives were outstanding at December 31, 2023 : Notional Amount (U.S. Dollar Equivalent) Functional Currency Traded Currency Designated Undesignated Total Maturity U.S. dollar Indian rupee, Mexican peso, Thai baht $ 269 $ 20 $ 289 Dec-2024 Euro U.S. dollar, Australian dollar, Swiss franc, Chinese renminbi, British pound, Hungarian forint, Indian rupee, Japanese yen, Mexican peso, Norwegian krone, New Zealand dollar, Swedish krona, South African rand 240 49 289 Sep-2027 British pound U.S. dollar, euro 1 1 Jan-2024 South African rand U.S. dollar, euro, Thai baht 1 16 17 Feb-2024 Canadian dollar U.S. dollar 5 14 19 Oct-2024 Brazilian real U.S. dollar, euro 65 8 73 Dec-2024 Indian rupee U.S. dollar, euro, British pound 80 80 Dec-2024 Chinese renminbi U.S. dollar, Canadian dollar, euro 3 4 7 Jan-2024 Mexican peso U.S. dollar 1 1 Jan-2024 Total forward contracts 583 193 776 U.S. dollar euro 307 186 493 Nov-2027 Euro U.S. dollar 300 188 488 Jun-2026 Total currency swaps 607 374 981 Total currency derivatives $ 1,190 $ 567 $ 1,757 Designated cash flow hedges — With respect to contracts designated as cash flow hedges, changes in fair value during the period in which the contracts remain outstanding are reported in OCI to the extent such contracts remain effective. Effectiveness is measured by using regression analysis to determine the degree of correlation between the change in the fair value of the derivative instrument and the change in the associated foreign currency exchange rates. Changes in fair value of contracts not designated as cash flow hedges or as net investment hedges are recognized in other income (expense), net in the period in which the changes occur. Realized gains and losses from currency-related forward contracts associated with forecasted transactions or from other derivative instruments, including those that have been designated as cash flow hedges and those that have not been designated, are recognized in the same line item in the consolidated statement of operations in which the underlying forecasted transaction or other hedged item is recorded. Accordingly, amounts are potentially recorded in sales, cost of sales or, in certain circumstances, other income (expense), net. The following table provides a summary of deferred gains (losses) reported in AOCI as well as the amount expected to be reclassified to income in one year or less: Deferred Gain (Loss) in AOCI December 31, 2023 December 31, 2022 Gain (loss) expected to be reclassified into income in one year or less Forward Contracts $ 20 $ 11 $ 20 Cross-Currency Swaps 1 11 Total $ 21 $ 22 $ 20 60 Table of Contents 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: 2023 2022 2021 Derivatives Designated as Cash Flow Hedges 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 Net sales $ 10,555 $ 10,156 $ 8,945 Cost of sales 9,655 9,393 8,108 Other income (expense), net 3 22 32 (Gain) or loss on cash flow hedging relationships Foreign currency forwards Amount of (gain) loss reclassified from AOCI into income Cost of sales ( 34 ) ( 7 ) ( 9 ) Other income (expense), net ( 8 ) ( 6 ) ( 5 ) Cross-currency swaps Amount of (gain) loss reclassified from AOCI into income Other income (expense), net 19 ( 43 ) ( 45 ) The amounts reclassified from AOCI into income for the cross-currency swaps represent an offset to a foreign exchange loss on our foreign currency-denominated intercompany and external debt instruments. Certain of our hedges of forecasted transactions have not formally been designated as cash flow hedges. As undesignated forward contracts, the changes in the fair value of such contracts are included in earnings for the duration of the outstanding forward contract. Any realized gain or loss on the settlement of such contracts is recognized in the same period and in the same line item in the consolidated statement of operations as the underlying transaction. The following table provides a summary of the location and amount of gains or losses recognized in the consolidated statement of operations associated with undesignated hedging relationships. 2023 2022 2021 Derivatives Not Designated as Hedging Instruments Gain or (loss) recognized in income Foreign currency forward contracts Cost of sales $ — $ — $ 1 Other income (expense), net ( 10 ) ( 13 ) - Net investment hedges — We periodically designate derivative contracts or underlying non-derivative financial instruments as net investment hedges. With respect to contracts designated as net investment hedges, we apply the forward method, but for non-derivative financial instruments designated as net investment hedges, we apply the spot method. Under both methods, we report changes in fair value in the CTA component of OCI during the period in which the contracts remain outstanding to the extent such contracts and non-derivative financial instruments remain effective. Note 15. Commitments and Contingencies Product liabilities — Accrued product liability costs were de minimis at December 31, 2023 and 2022 . We estimate these liabilities based on current information and assumptions about the value and likelihood of the claims against us. Environmental liabilities — Accrued environmental liabilities were $ 6 and $ 8 at December 31, 2023 and 2022 . We consider the most probable method of remediation, current laws and regulations and existing technology in estimating our environmental liabilities. Guarantee of lease obligations — In connection with the divestiture of our Structural Products business in 2010, leases covering three U.S. facilities were assigned to a U.S. affiliate of Metalsa. Under the terms of the sale agreement, we will guarantee the affiliate’s performance under the leases, which run through June 2025, including approximately $ 6 of annual payments. In the event of a required payment by Dana as guarantor, we are entitled to pursue full recovery from Metalsa of the amounts paid under the guarantee and to take possession of the leased property. Other legal matters — We are subject to various pending or threatened legal proceedings arising out of the normal course of business or operations. In view of the inherent difficulty of predicting the outcome of such matters, we cannot state what the eventual outcome of these matters will be. However, based on current knowledge and after consultation with legal counsel, we believe that any liabilities that may result from these proceedings will not have a material adverse effect on our liquidity, financial condition or results of operations. 61 Table of Contents Note 16. Warranty Obligations We record a liability for estimated warranty obligations at the dates our products are sold. We record the liability based on our estimate of costs to settle future claims. Adjustments to our estimated costs at time of sale are made as claim experience and other new information becomes available. Obligations for service campaigns and other occurrences are recognized as adjustments to prior estimates when the obligation is probable and can be reasonably estimated. Changes in warranty liabilities — 2023 2022 2021 Balance, beginning of period $ 108 $ 107 $ 98 Amounts accrued for current period sales 51 44 38 Adjustments of prior estimates 14 6 11 Settlements of warranty claims ( 56 ) ( 46 ) ( 28 ) Divestitures ( 10 ) Currency impact ( 1 ) ( 3 ) ( 2 ) Balance, end of period $ 116 $ 108 $ 107 Note 17. Income Taxes Income tax expense — 2023 2022 2021 Current U.S. federal and state $ 38 $ 19 $ ( 31 ) Non-U.S. 187 112 104 Total current 225 131 73 Deferred U.S. federal and state ( 94 ) 160 54 Non-U.S. ( 10 ) ( 7 ) ( 55 ) Total deferred ( 104 ) 153 ( 1 ) Total expense $ 121 $ 284 $ 72 We record interest and penalties related to uncertain tax positions as a component of income tax expense or benefit. Net interest expense for the periods presented herein is not significant. Income before income taxes — 2023 2022 2021 U.S. operations $ ( 246 ) $ ( 343 ) $ ( 170 ) Non-U.S. operations 424 312 414 Earnings (loss) before income taxes $ 178 $ ( 31 ) $ 244 Income tax audits — We conduct business globally and, as a result, file income tax returns in multiple jurisdictions that are subject to examination by taxing authorities throughout the world. With few exceptions, we are no longer subject to U.S. federal, state and local or foreign income tax examinations for years before 2008. We are currently under audit by U.S. and foreign authorities for certain taxation years. When the issues related to these periods are settled, the total amounts of unrecognized tax benefits for all open tax years may be modified. Audit outcomes and the timing of the audit settlements are subject to uncertainty and we cannot make an estimate of the impact on our financial position at this time. GILTI Policy Elections — The SEC staff has indicated that a company should make and disclose certain policy elections related to accounting for global intangible low-taxed income (GILTI). As to whether we will recognize deferred taxes for basis differences expected to reverse as GILTI or account for the effect of GILTI as a period cost when incurred, we intend to account for the tax effect of GILTI as a period cost. As to the realizability of the tax benefit provided by net operating losses, we are electing to utilize the tax law ordering approach. Recent macroeconomic factors have resulted in losses in the United States. A valuation allowance has been provided for deferred tax assets where GILTI is not a source of income; however, the GILTI tax law ordering approach provides positive evidence for certain other deferred tax assets without a valuation allowance. Foreign income repatriation — We continue to analyze and adjust the estimated impact of the non-U.S. income and withholding tax liabilities based on the amount and source of these earnings, as well as the expected means through which those earnings may be taxed. We recognized net expense of $ 7 in 2023, net benefit of $ 1 in 2022 and de minimis net expense in 2021, related to future income taxes and non-U.S. withholding taxes on repatriations from operations that are not permanently reinvested. We also paid withholding taxes of $ 12 , $ 6 and $ 8 during 2023, 2022 and 2021 related to the actual transfer of funds to the U.S. The unrecognized tax liability associated with the operations in which we are permanently reinvested is $ 6 at December 31, 2023. 62 Table of Contents Effective tax rate reconciliation — 2023 2022 2021 $ % $ % $ % U.S. federal income tax rate 37 21 ( 7 ) 21 51 21 Adjustments resulting from: State and local income taxes, net of federal benefit ( 5 ) ( 3 ) ( 6 ) 19 Non-U.S. income / expense 35 20 ( 2 ) 7 15 6 Credits and tax incentives 9 5 ( 27 ) 87 1 U.S. foreign derived intangible income ( 1 ) U.S. tax and withholding tax on non-US earnings 41 23 42 ( 135 ) 14 6 Intercompany sale of certain operating assets ( 54 ) ( 30 ) ( 1 ) 3 ( 1 ) Settlement and return adjustments 23 13 ( 7 ) 23 5 2 Enacted change in tax rates ( 4 ) 13 ( 5 ) ( 2 ) Goodwill impairment 47 ( 151 ) Miscellaneous items 7 4 ( 6 ) 19 ( 7 ) ( 3 ) Valuation allowance adjustments 28 15 255 ( 822 ) Effective income tax rate 121 68 284 ( 916 ) 72 30 During 2023, we recorded tax expense of $ 19 for income tax reserves associated with prior tax years in foreign jurisdictions. In addition, we recorded net benefit of $ 55 on the intercompany sale of intangible assets to the U.S. During 2022, we recognized tax expense of $ 240 to record valuation allowance in the U.S., which includes $ 189 on U.S. federal credits and attributes and $ 51 related to U.S. state attributes. In addition, we recorded a tax benefit of $ 32 to adjust U.S. tax credits. A pre-tax goodwill impairment charge of $ 191 with an associated income tax benefit of $ 2 was also recorded. During 2021, we recognized tax expense of $ 46 to record valuation allowance in the U.S. due to reduced income projections. We also recognized tax benefit of $ 46 for the release of valuation allowances in several foreign jurisdictions based on recent history of profitability and increased income projections. The contrast of these two positions is representative of the jurisdictional mix of results and relative attributes. We also recognized tax expense of $ 18 related to the expiration of federal tax credits. Deferred tax assets and liabilities — Temporary differences and carryforwards give rise to the following deferred tax assets and liabilities. 2023 2022 Net operating loss carryforwards $ 218 $ 181 Postretirement benefits, including pensions 65 49 Research and development costs 238 208 Expense accruals 65 49 Other tax credits recoverable 217 241 Capital loss carryforwards 53 51 Inventory reserves 37 32 Postemployment and other benefits 5 4 Intangibles 56 Leasing activities 77 69 Other 75 71 Total 1,106 955 Valuation allowances ( 550 ) ( 512 ) Deferred tax assets 556 443 Unremitted earnings ( 16 ) ( 9 ) Intangibles ( 1 ) Depreciation ( 58 ) ( 66 ) Deferred tax liabilities ( 74 ) ( 76 ) Net deferred tax assets $ 482 $ 367 63 Table of Contents Carryforwards — Our deferred tax assets include benefits expected from the utilization of net operating loss (NOL), capital loss and credit carryforwards in the future. The following table identifies the net operating loss deferred tax asset components and the related allowances that existed at December 31, 2023 . Due to time limitations on the ability to realize the benefit of the carryforwards, additional portions of these deferred tax assets may become unrealizable in the future. Deferred Earliest Tax Valuation Carryforward Year of Asset Allowance Period Expiration Net operating losses U.S. state $ 55 $ ( 55 ) Various 2023 Brazil 17 ( 5 ) Unlimited France 6 Unlimited Australia 18 Unlimited Italy 18 ( 18 ) Unlimited Germany 5 ( 5 ) Unlimited Sweden 3 ( 3 ) Unlimited South Africa 8 ( 8 ) Unlimited U.K. 16 ( 10 ) Unlimited Canada 67 ( 57 ) 20 2026 India 3 5 2028 China 2 ( 1 ) 5 2025 Total $ 218 $ ( 162 ) In addition to the NOL carryforwards listed in the table above, we have deferred tax assets related to capital loss carryforwards of $ 53 which are fully offset with valuation allowances at December 31, 2023 . We also have deferred tax assets of $ 229 related to other credit carryforwards which are largely offset with valuation allowances of $ 218 at December 31, 2023 . The capital losses can generally be carried forward indefinitely while the other credits are generally available for 10 to 20 years. Unrecognized tax benefits — Unrecognized tax benefits are the difference between a tax position taken, or expected to be taken, in a tax return and the benefit recognized for accounting purposes. Interest income or expense, as well as penalties relating to income tax audit adjustments and settlements, are recognized as components of income tax expense or benefit. Interest of $ 21 and $ 7 was accrued on the uncertain tax positions at December 31, 2023 and 2022 . Reconciliation of gross unrecognized tax benefits — 2023 2022 2021 Balance, beginning of period $ 102 $ 126 $ 104 Decrease related to expiration of statute of limitations ( 8 ) ( 6 ) ( 5 ) Decrease related to prior years tax positions ( 5 ) ( 43 ) ( 2 ) Increase related to prior years tax positions 5 7 16 Increase related to current year tax positions 18 18 13 Balance, end of period $ 112 $ 102 $ 126 We anticipate that the change in our gross unrecognized tax benefits will not be significant in the next twelve months as a result of examinations in various jurisdictions. The settlement of these matters will not impact the effective tax rate. Gross unrecognized tax benefits of $ 86 would impact the effective tax rate if recognized. If other open matters are settled with the IRS or other taxing jurisdictions, the total amounts of unrecognized tax benefits for open tax years may be modified. 64 Table of Contents Note 18. Other Income (Expense), Net 2023 2022 2021 Non-service cost components of pension and OPEB costs $ ( 13 ) $ ( 7 ) $ ( 10 ) Government assistance 16 8 Foreign exchange gain (loss) ( 13 ) 4 2 Strategic transaction expenses ( 5 ) ( 8 ) ( 13 ) Loss on investment in Hyliion ( 20 ) Loss on disposal group held for sale ( 7 ) Loss on de-designation of fixed-to-fixed cross currency swaps ( 9 ) Gain on sale leaseback 66 Other, net 18 25 23 Other income (expense), net $ 3 $ 22 $ 32 Foreign exchange gains and losses on cross-currency intercompany loan balances that are not of a long-term investment nature are included above. Foreign exchange gains and losses on intercompany loans that are permanently invested are reported in OCI. We continue to account for Argentina as a highly inflationary economy and remeasure the financial statements of our Argentine subsidiaries as if their functional currency was the U.S. dollar. The foreign exchange loss in 2023 was primarily due to the Argentine government significantly devaluing the Argentine peso during the fourth quarter of 2023. 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. Strategic transaction expenses in 2023 and 2022 were primarily attributable to investigating potential acquisitions and business ventures and other strategic initiatives. Strategic transaction expenses in 2021 were primarily attributable to our pursuit of the acquisition of a portion of the thermal-management business of Modine Manufacturing Company and certain other strategic initiatives. We held convertible notes receivable from our investment in Hyliion Inc. On October 1, 2020, Hyliion Inc. completed its merger with Tortoise Acquisition Corp. The business combination resulted in the combined company being renamed Hyliion Holdings Corp. (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. Our investment in Hyliion was included in noncurrent marketable securities and carried at fair value with changes in fair value included in net income. During the third quarter of 2021, we sold all of our Hyliion shares. In conjunction with our acquisition of Oerlikon Drive Systems, we acquired a controlling financial interest in a joint venture in China. We were required to divest 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. We completed the disposal of this business in April 2021. We had previously entered into fixed-to-fixed cross currency swaps as a hedge against our June 2026 Notes. In June 2021, we redeemed all of the June 2026 Notes and de-designated the fixed-to-fixed cross currency swaps. See Note 14 for additional information. During December 2021, we completed a sale-leaseback transaction on three of our U.S. manufacturing facilities. We received proceeds of $ 77 from the sale of the properties, which had carrying values totaling $ 11 , resulting in a $ 66 gain on the sale transaction. The initial term of the leaseback is 20 years and has eight 5 -year renewal options. The renewal options are not reasonably assured of being executed and were not included in the initial measurement of the right-of-use asset and lease liability. The leases on these facilities are classified as operating leases with annual lease expense of $ 6 and total committed lease payments of $ 119 over the initial 20 -year lease term. Note 19. Revenue from Contracts with Customers We generate revenue from selling production parts to original equipment manufacturers (OEMs) and service parts to OEMs and aftermarket customers. While we provide production and service parts to certain OEMs under awarded multi-year programs, these multi-year programs do not contain any commitment to volume by the customer. As such, individual customer releases or purchase orders represent the contract with the customer. Our customer contracts do not provide us with an enforceable right to payment for performance completed to date throughout the contract term. As such, we recognize part sales revenue at the point in time when the parts are shipped, and risk of loss has transferred to the customer. We have elected to continue to include shipping and handling fees billed to customers in revenue, while including costs of shipping and handling in costs of sales. Taxes collected from customers are excluded from revenues and credited directly to obligations to the appropriate government agencies. Payment terms with our customers are established based on industry and regional practices and generally do not exceed 180 days. 65 Table of Contents We continually seek new business opportunities and at times provide incentives to our customers for new program awards. 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, and other relevant facts and circumstances. 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. We recognize a reduction to 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. We had $ 5 and $ 7 recorded in other current assets and $ 34 and $ 28 recorded in other noncurrent assets at December 31, 2023 and December 31, 2022. Certain of our customer contracts include rebate incentives. We estimate expected rebates and accrue the corresponding refund liability, as a reduction of revenue, at the time covered product is sold to the customer based on anticipated customer purchases during the rebate period and contractual rebate percentages. Refund liabilities are included in other accrued liabilities on our consolidated balance sheet. We provide standard fitness for use warranties on the products we sell, accruing for estimated costs related to product warranty obligations at time of sale. See Note 16 for additional information. Contract liabilities are primarily comprised of cash deposits made by customers with cash in advance payment terms. Generally, our contract liabilities turn over frequently given our relatively short production cycles. Contract liabilities were $ 50 and $ 48 at December 31, 2023 and December 31, 2022 . Contract liabilities are included in other accrued liabilities on our consolidated balance sheet. Disaggregation of revenue — The following table disaggregates revenue for each of our operating segments by geographical market: 2023 2022 2021 Light Vehicle North America $ 2,606 $ 2,976 $ 2,698 Europe 568 403 424 South America 272 217 167 Asia Pacific 589 494 484 Total $ 4,035 $ 4,090 $ 3,773 Commercial Vehicle North America $ 1,143 $ 987 $ 752 Europe 314 274 259 South America 404 524 389 Asia Pacific 231 194 132 Total $ 2,092 $ 1,979 $ 1,532 Off-Highway North America $ 361 $ 361 $ 290 Europe 2,174 1,939 1,680 South America 23 17 14 Asia Pacific 627 629 609 Total $ 3,185 $ 2,946 $ 2,593 Power Technologies North America $ 642 $ 599 $ 490 Europe 494 443 473 South America 32 30 20 Asia Pacific 75 69 64 Total $ 1,243 $ 1,141 $ 1,047 Total North America $ 4,752 $ 4,923 $ 4,230 Europe 3,550 3,059 2,836 South America 731 788 590 Asia Pacific 1,522 1,386 1,289 Total $ 10,555 $ 10,156 $ 8,945 66 Table of Contents Note 20. Segments, Geographical Area and Major Customer Information We are a global provider of high-technology products to virtually every major vehicle manufacturer in the world. We also serve the stationary industrial market. Our technologies include drive systems (axles, driveshafts, transmissions, and wheel and track drives); motion systems (winches, slew drives, and hub drives); electrodynamic technologies (motors, inverters, software and control systems, battery-management systems, and fuel cell plates); sealing solutions (gaskets, seals, cam covers, and oil pan modules); thermal-management technologies (transmission and engine oil cooling, battery and electronics cooling, charge air cooling, and thermal-acoustical protective shielding); and digital solutions (active and passive system controls and descriptive and predictive analytics). We serve our global light vehicle, medium/heavy vehicle and off-highway markets through four operating segments – Light Vehicle Drive Systems (Light Vehicle), Commercial Vehicle Drive and Motion Systems (Commercial Vehicle), Off-Highway Drive and Motion Systems (Off-Highway) and Power Technologies, which is the center of excellence for sealing and thermal-management technologies that span all customers in our on-highway and off-highway markets. These operating segments have global responsibility and accountability for business commercial activities and financial performance. 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. 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 — Inter- External Segment Segment Capital Net 2023 Sales Sales EBITDA Spend Depreciation Assets Light Vehicle $ 4,035 $ 190 $ 212 $ 184 $ 187 $ 1,354 Commercial Vehicle 2,092 124 87 106 38 836 Off-Highway 3,185 61 465 65 103 1,238 Power Technologies 1,243 25 89 120 39 485 Eliminations and other ( 400 ) 26 26 75 Total $ 10,555 $ — $ 853 $ 501 $ 393 $ 3,988 2022 Light Vehicle $ 4,090 $ 166 $ 158 $ 201 $ 175 $ 1,331 Commercial Vehicle 1,979 110 43 67 32 708 Off-Highway 2,946 64 404 73 101 1,278 Power Technologies 1,141 28 94 64 32 389 Eliminations and other ( 368 ) 35 25 104 Total $ 10,156 $ — $ 699 $ 440 $ 365 $ 3,810 2021 Light Vehicle $ 3,773 $ 166 $ 274 $ 154 $ 175 $ 1,492 Commercial Vehicle 1,532 100 48 53 31 941 Off-Highway 2,593 67 353 75 102 1,342 Power Technologies 1,047 23 123 39 36 389 Eliminations and other ( 356 ) 48 21 161 Total $ 8,945 $ — $ 798 $ 369 $ 365 $ 4,325 Net assets include accounts receivable, inventories, other current assets, goodwill, intangibles, investments in affiliates, other noncurrent assets, net property, plant and equipment, accounts payable and current accrued liabilities. 67 Table of Contents Reconciliation of segment EBITDA to consolidated net income (loss) — 2023 2022 2021 Segment EBITDA $ 853 $ 699 $ 798 Corporate expense and other items, net ( 8 ) 1 ( 3 ) Depreciation ( 393 ) ( 365 ) ( 365 ) Amortization ( 23 ) ( 23 ) ( 24 ) Non-service cost components of pension and OPEB costs ( 13 ) ( 7 ) ( 10 ) Restructuring charges, net ( 25 ) 1 Stock compensation expense ( 26 ) ( 19 ) ( 17 ) Strategic transaction expenses ( 5 ) ( 8 ) ( 13 ) Distressed supplier costs ( 44 ) Amounts attributable to previously divested/closed operations ( 2 ) ( 2 ) Loss on investment in Hyliion ( 20 ) Loss on disposal group held for sale ( 7 ) Loss on de-designation of fixed-to-fixed cross currency swaps ( 9 ) Gain on sale leaseback 66 Impairment of goodwill ( 191 ) Other items 1 Earnings before interest and income taxes 316 86 395 Loss on extinguishment of debt ( 1 ) ( 29 ) Interest income 17 11 9 Interest expense 154 128 131 Earnings (loss) before income taxes 178 ( 31 ) 244 Income tax expense 121 284 72 Equity in earnings of affiliates ( 9 ) 4 28 Net income (loss) $ 48 $ ( 311 ) $ 200 Reconciliation of segment net assets to consolidated total assets — 2023 2022 Segment net assets $ 3,988 $ 3,810 Accounts payable and other current liabilities 2,503 2,383 Other current and long-term assets 1,474 1,256 Consolidated total assets $ 7,965 $ 7,449 Geographic information — Of our 2023 consolidated net sales, the U.S., Italy, India, Germany, China and Brazil account for 43 %, 16 %, 6 %, 5 %, 5 % and 5 %, respectively. No other country accounted for 5% or more of our consolidated net sales during 2023 . Sales are attributed to the location of the product entity recording the sale. Long-lived assets represent property, plant and equipment. Net Sales Long-Lived Assets 2023 2022 2021 2023 2022 2021 North America United States $ 4,492 $ 4,668 $ 4,035 $ 1,019 $ 994 $ 981 Other North America 260 255 195 171 151 114 Total 4,752 4,923 4,230 1,190 1,145 1,095 Europe Italy 1,705 1,535 1,356 223 211 225 Germany 549 494 496 148 126 121 Other Europe 1,296 1,030 984 303 274 280 Total 3,550 3,059 2,836 674 611 626 South America Brazil 488 606 451 104 88 80 Other South America 243 182 139 24 21 16 Total 731 788 590 128 109 96 Asia Pacific India 634 554 458 163 174 200 China 503 484 493 92 88 104 Other Asia Pacific 385 348 338 64 66 78 Total 1,522 1,386 1,289 319 328 382 Total $ 10,555 $ 10,156 $ 8,945 $ 2,311 $ 2,193 $ 2,199 68 Table of Contents Sales to major customers — Ford and Stellantis N.V. were the only individual customers to whom sales have exceeded 10% of our consolidated sales in one or more of the past three years. Sales to Ford were $ 2,138 ( 20 %) in 2023 , $ 1,978 ( 19 %) in 2022 and $ 1,729 ( 19 %) in 2021 . Sales to Stellantis N.V. (via a directed supply relationship) were $ 918 ( 9 %) in 2023, $ 1,166 ( 11 %) in 2022 and $ 1,068 ( 12 %) in 2021. Note 21. Equity Affiliates We have a number of investments in entities that engage in the manufacture and supply of vehicular parts (primarily axles, axle housing and driveshafts). Dividends received from equity affiliate s were $ 3 , $ 32 and $ 18 in 2023 , 2022 and 2021 . Equity method investments exceeding $5 at December 31, 2023 — Ownership Percentage Investment Dongfeng Dana Axle Co., Ltd. (DDAC) 50 % $ 52 ROC-Spicer, Ltd. (ROC-Spicer) 50 % 22 Axles India Limited (AIL) 48 % 14 Tai Ya Investment (HK) Co., Limited (Tai Ya) 50 % 5 All others as a group 6 Investments in equity affiliates 99 Investments in affiliates carried at cost 24 Investments in affiliates $ 123 Our equity method investment in ROC-Spicer and Tai Ya are included in the net assets of our Light Vehicle operating segment. Our equity method investments in DDAC and AIL are included in the net assets of our Commercial Vehicle operating segment. The carrying value of our equity method investments at December 31, 2023 w as $ 5 more than our share of the affiliates’ book values. The basis differences relate to our DDAC and ROC-Spicer investments and are primarily attributable to goodwill and property, plant and equipment. 69 Table of Contents Dana Incorporated Schedule II Valuation and Qualifying Accounts and Reserves (In millions) Amounts deducted from assets in the balance sheets — Balance at beginning of period Amounts charged (credited) to income Allowance utilized Adjustments arising from change in currency exchange rates and other items Balance at end of period Accounts Receivable - Allowance for Doubtful Accounts 2023 $ 11 $ 7 $ ( 2 ) $ — $ 16 2022 $ 7 $ 4 $ — $ — $ 11 2021 $ 7 $ — $ — $ — $ 7 Deferred Tax Assets - Valuation Allowance 2023 $ 512 $ 28 $ — $ 10 $ 550 2022 $ 258 $ 255 $ — $ ( 1 ) $ 512 2021 $ 259 $ — $ — $ ( 1 ) $ 258 70 Table of Contents Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure None.