DANA Inc 10-Q

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Dollars in millions) Management's discussion and analysis of financial condition and results of operations should be read in conjunction with the financial statements and accompanying notes in this report. Forward-Looking Information Statements in this report (or otherwise made by us or on our behalf) that are not entirely historical constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often be identified by words such as “anticipates,” “expects,” “believes,” “intends,” “plans,” “predicts,” “seeks,” “estimates,” “projects,” “outlook,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing” and similar expressions, variations or negatives of these words. These statements represent the present expectations of Dana Incorporated and its consolidated subsidiaries (Dana) based on our current information and assumptions. Forward-looking statements are inherently subject to risks and uncertainties. Our plans, actions and actual results could differ materially from our present expectations due to a number of factors, including those discussed below and elsewhere in this report and in our other filings with the Securities and Exchange Commission (SEC). All forward-looking statements speak only as of the date made and we undertake no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances that may arise after the date of this report. Management Overview Dana, with history dating back to 1904, is headquartered in Maumee, Ohio. We are a world leader in providing power-conveyance and energy-management solutions for vehicles and machinery. The company's portfolio improves the efficiency, performance, and sustainability of light vehicles, commercial vehicles, and off-highway equipment. 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 business units – 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. We have a diverse customer base and geographic footprint which minimizes our exposure to individual market and segment declines. At June 30, 2024, we employed approximately 41,800 people and operated in 31 countries. External sales by operating segment for the periods ended June 30, 2024 and 2023 are as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 % of % of % of % of Dollars Total Dollars Total Dollars Total Dollars Total Light Vehicle $ 1,132 41.3 % $ 1,066 38.8 % $ 2,230 40.7 % $ 2,028 37.6 % Commercial Vehicle 527 19.3 % 526 19.2 % 1,051 19.2 % 1,048 19.5 % Off-Highway 746 27.2 % 842 30.6 % 1,527 27.9 % 1,684 31.2 % Power Technologies 333 12.2 % 314 11.4 % 665 12.2 % 632 11.7 % Total $ 2,738 $ 2,748 $ 5,473 $ 5,392 See Note 18 to our consolidated financial statements in Item 1 of Part I for further financial information about our operating segments. Our internet address is www.dana.com. The inclusion of our website address in this report is an inactive textual reference only and is not intended to include or incorporate by reference the information on our website into this report. Operational and Strategic Initiatives Our enterprise strategy builds on our strong technology foundation and leverages our resources across the organization while driving a customer-centric focus, expanding our global markets, and delivering innovative solutions as we evolve into the era of vehicle electrification. Central to our strategy is leveraging our core operations. This foundational element enables us to infuse strong operational disciplines throughout the strategy, making it practical, actionable, and effective. It enables us to capitalize on being a major drive systems supplier across all three end mobility markets. We are achieving improved profitability by actively seeking synergies across our engineering, purchasing, and manufacturing base. We have strengthened the portfolio by acquiring critical assets, and we are utilizing our physical and intellectual capital to amplify innovation across the enterprise. Leveraging these core elements can further expand the cost efficiencies of our common technologies and deliver a sustainable competitive advantage for Dana. 25 Table of Contents Driving customer centricity continues to be at the heart of who we are. Putting our customers at the center of our value system is firmly embedded in our culture and is driving growth by focusing on customer relationships and providing value to our customers. These relationships are strengthened as we are physically located where we need to be in order to provide unparalleled service, and we are prioritizing our customers’ needs as we engineer solutions that differentiate their products, while making it easier to do business with Dana by digitizing their experience. Our customer-centric focus has uniquely positioned us to win more than our fair share of new business and capitalize on future customer outsourcing initiatives. Expanding global markets means utilizing our global capabilities and presence to further penetrate growth markets, focusing on Asia due to its position as the largest mobility market in the world with the highest market growth rate as well as its lead in the adoption of new energy vehicles. We are investing across various avenues to increase our presence in Asia Pacific by forging new partnerships, expanding inorganically, and growing organically. We continue to operate in this region through wholly owned and joint ventures with local market partners. We have recently made acquisitions that have augmented our footprint in the region, specifically in India and China. All the while, we have been making meaningful organic investments to grow with existing and new customers, primarily in Thailand, India, and China. These added capabilities have enabled us to target the domestic Asia Pacific markets and utilize the capacity for export to other global markets. We continue to enhance and expand our global footprint, optimizing it to capture growth across all of our end markets. Delivering innovative solutions enables us to capitalize on market growth trends as we evolve our core technology capabilities. We are also focused on enhancing our physical products with digital content to provide smart systems, and we see an opportunity to become a digital systems provider by delivering software as a service to our traditional end customers. This focus on delivering solutions based on our core technology is leading to new business wins and increasing our content per vehicle. We have made significant investments - both organically and inorganically - allowing us to move to the next phase, which is to Lead electric propulsion . We continue to deliver on our goal to accelerate vehicle electrification through both core Dana technologies and targeted strategic acquisitions and are positioned today to lead the market. Our investments in electrodynamic expertise and technologies combined with Dana’s longstanding mechatronics capabilities has allowed us to develop and deliver fully integrated e-Propulsion systems that are power-dense and achieve optimal efficiency through the integration of the components that we offer due to our mechatronics capabilities. With recent electric vehicle program awards, we are well on our way to achieving our growth objectives in this emerging market. The development and implementation of our enterprise strategy is positioning Dana to grow profitably due to increased customer focus as we leverage our core capabilities, expand into new markets, develop and commercialize new technologies, including for electric vehicles. Capital Structure Initiatives In addition to investing in our business, we plan to prioritize a balanced allocation of capital while maintaining a strong balance sheet. Shareholder return actions — When evaluating capital structure initiatives, we balance our growth opportunities and shareholder value initiatives with maintaining a strong balance sheet and returning capital to shareholders. Except for three quarters in 2020, when we temporarily suspended dividends to common shareholders in response to the global COVID pandemic, we have paid quarterly dividends to our common shareholders since the first quarter of 2012. Financing actions — Our current portfolio of unsecured senior notes is structured such that no more than $455 of senior notes comes due in any calendar year, with no maturities until the second quarter of 2025. Our $1,150 revolving credit facility matures on March 14, 2028. See Note 11 to our consolidated financial statements in Item 1 of Part I for additional information. Other Initiatives Aftermarket opportunities — We have a global group dedicated to identifying and developing aftermarket growth opportunities that leverage the capabilities within our existing businesses – targeting increased future aftermarket sales. Powered by recognized brands such as Dana®, Spicer®, Spicer Electrified™, Victor Reinz®, Glaser®, GWB®, Thompson®, Tru-Cool®, SVL®, and Transejes™, Dana delivers a broad range of aftermarket solutions – including genuine, all makes, and value lines – servicing passenger, commercial, and off-highway vehicles across the globe. Selective acquisitions — Although transformational opportunities will be considered when strategically and economically attractive, our acquisition focus is principally directed at “bolt-on” or adjacent acquisition opportunities that have a strategic fit with our existing core businesses, particularly opportunities that support our enterprise strategy and enhance the value proposition of our product offerings. Any potential acquisition will be evaluated in the same manner we currently consider customer program opportunities and other uses of capital – with a disciplined financial approach designed to ensure profitable growth and increased shareholder value. 26 Table of Contents Trends in Our Markets We serve our customers in three core global end markets: light vehicle, primarily full-frame trucks and SUVs; commercial vehicle, including medium- and heavy-duty trucks and busses; and off-highway, including construction, mining, and agriculture equipment. Each of our end-markets has unique cyclical dynamics and market drivers. These cycles are impacted by periods of investment where end-user vehicle fleets are refreshed or expanded in reaction to demand usage patterns, regulatory changes, or when the age of vehicles in service reach their useful life. Key market drivers include regional economic growth rates; cost and availability of end customer financing; industrial output; commodity production and pricing; and residential and nonresidential construction rates. Our multi-market coverage and broad customer base help provide stability across the cycles while mitigating secular variability. During 2023, we saw incremental improvements across our end markets despite continuing, but lessening, global supply chain disruptions. Light vehicle markets — Our driveline business is weighted more heavily to the truck and SUV segments of the light-vehicle market versus the passenger-car segment. Our vehicle content is greater on rear-wheel drive, four-wheel drive, and all-wheel drive vehicles, as well as hybrid and electric vehicles. During 2023, light-truck markets improved across all regions except North America, which was negatively impacted by labor strikes during the fourth quarter of 2023 at the U.S. operations of several original equipment manufacturers. The outlook for the full year of 2024 reflects global light-truck production being relatively stable across all regions in comparison with the prior year. Commercial vehicle markets — Our primary business is driveline systems for medium and heavy-duty trucks and busses, including the emerging market for hybrid and electric vehicles. Key regional markets are North America, South America (primarily Brazil) and Asia Pacific. During 2023, production of Class-8 trucks in North America increased 8% over 2022 reflecting increased demand driven by higher freight volumes and rates during the first half of 2023, with demand tapering during the second half of 2023 as freight volumes and rates trended downward. The outlook for 2024 is for weakening demand with production down moderately from 2023 levels driven by lower year-over-year freight volumes and rates. Medium-duty truck production in North America experienced a modest 9% year-over-year increase from 2022 to 2023. The outlook for 2024 is for a modest decrease in production over the prior year. Outside of North America, production of medium- and heavy-duty trucks in South America declined 32% in 2023 reflecting weak economic conditions in the region. The 2024 outlook for South America is for a modest increase in production from 2023 as local economic conditions are expected to somewhat improve. Production of medium- and heavy-duty trucks in Asia Pacific, driven by China and India, increased 18% in 2023. The 2024 outlook for Asia Pacific is for a modest increase in production from the prior year. Off-highway markets — Our off-highway business has a large presence outside of North America, with 68% of its 2023 sales coming from products manufactured in Europe; however, a large portion of these products are utilized in vehicle production outside the region. The construction equipment segment of the off-highway market is closely related to global economic growth and infrastructure investment. The global construction equipment market continued to rebound in 2023 with production up 5% over the prior year. The outlook for 2024 is for modest growth in North America, South America and Asia Pacific, partially offset by moderately lower production levels in Europe. End-user investment in the mining equipment segment is driven by prices for commodity products produced by underground mining. The global mining equipment market has been mostly stable over the past several years as industry participants have maintained vehicle inventory levels to match commodity output, and this trend is expected to continue in 2024. The agriculture equipment market is the third of our key off-highway segments. Like the underground mining segment, investment in agriculture equipment is primarily driven by prices for commodities. Farm commodity price decreases in 2023 spurred a 2% decrease in agriculture equipment production. The outlook for 2024 is for global end-market demand to soften, reflecting a modest decrease from the prior year. 27 Table of Contents Foreign currency — With 54% of our first half of 2024 sales coming from outside the U.S., international currency movements can have a significant effect on our sales and results of operations. The euro zone countries accounted for 49% of our first half of 2024 non-U.S. sales, while India, Brazil and China accounted for 10%, 9% and 7%, respectively. Although sales in South Africa are less than 5% of our non-U.S. sales, the rand has been volatile and significantly impacted sales from time to time. International currencies weakened against the U.S. dollar in the first half of 2024, decreasing sales by $19. Weakening currencies included the Chinese renminbi, Thai baht, Indian rupee and South African rand. Argentina has experienced significant inflationary pressures the past few years, contributing to significant devaluation of its currency among other economic challenges. Our Argentine operation supports our Light Vehicle operating segment. Our sales in Argentina for the first half of 2024 of approximately $105 are 2% of our consolidated sales and our net asset exposure related to Argentina was approximately $62, including $21 of net fixed assets, at June 30, 2024. During the second quarter of 2018, we determined that Argentina's economy met the GAAP definition of a highly inflationary economy. In assessing Argentina's economy as highly inflationary we considered its three-year cumulative inflation rate along with other factors. As a result, effective July 1, 2018, the U.S. dollar is the functional currency for our Argentine operations, rather than the Argentine peso. Beginning July 1, 2018, peso-denominated monetary assets and liabilities are remeasured into U.S. dollars using current Argentine peso exchange rates with resulting translation gains or losses included in results of operations. Nonmonetary assets and liabilities are remeasured into U.S. dollar using historic Argentine peso exchange rates. Commodity costs — The cost of our products may be significantly impacted by changes in raw material commodity prices, the most important to us being those of various grades of steel, aluminum, copper, brass and rare earth materials. The effects of changes in commodity prices are reflected directly in our purchases of commodities and indirectly through our purchases of products such as castings, forgings, bearings, batteries and component parts that include commodities. Most of our major customer agreements provide for the sharing of significant commodity price changes with those customers based on the movement in various published commodity indexes. Where such formal agreements are not present, we have historically been successful implementing price adjustments that largely compensate for the inflationary impact of material costs. Material cost changes will customarily have some impact on our financial results as customer pricing adjustments typically lag commodity price changes. Lower year-over-year commodity prices increased earnings during the first six months of 2024 by $4. Material cost recovery pricing actions decreased earnings in the first six months of 2024 by $26. Sales, Earnings and Cash Flow Outlook 2024 Outlook 2023 2022 Sales $10,450 - $10,950 $ 10,555 $ 10,156 Adjusted EBITDA $875 - $975 $ 845 $ 700 Net cash provided by operating activities $500 - $550 $ 476 $ 649 Purchases of property, plant and equipment ~4% of sales $ 501 $ 440 Free cash flow $75 - $125 $ (25 ) $ 209 Adjusted EBITDA and free cash flow are non-GAAP financial measures. See the Non-GAAP Financial Measures discussion below for definitions of our non-GAAP financial measures and reconciliations to the most directly comparable U.S. generally accepted accounting principles (GAAP) measures. We have not provided a reconciliation of our adjusted EBITDA outlook to the most comparable GAAP measure of net income. Providing net income guidance is potentially misleading and not practical given the difficulty of projecting event driven transactional and other non-core operating items that are included in net income, including restructuring actions, asset impairments and certain income tax adjustments. The accompanying reconciliations of these non-GAAP measures with the most comparable GAAP measures for the historical periods presented are indicative of the reconciliations that will be prepared upon completion of the periods covered by the non-GAAP guidance. Our current 2024 sales outlook is $10,450 to $10,950, a decrease of $200 from our prior guidance, reflecting a reduction in electric-vehicle demand. Based on our current sales and exchange rate outlook for 2024, we expect overall stability in international currencies with a modest headwind to sales primarily due to a weaker euro, Chinese renminbi, Brazilian real and Thai baht. At sales levels in our current outlook for 2024, a 5% movement on the euro would impact our annual sales by approximately $60. A 5% change on the Chinese renminbi, Indian rupee or Brazilian real rates would impact our annual sales in each of those countries by approximately $15. At our current sales outlook for 2024, we expect full year 2024 adjusted EBITDA to approximate $875 to $975, unchanged from our prior guidance. Adjusted EBITDA Margin is expected to be 8.6% at the midpoint of our guidance range, a 60 basis-point improvement over 2023, reflecting higher margin net new business and improving operational performance being partially offset by the benefit of the material cost recovery tailwind experienced in 2023 dissipating in 2024, as commodity prices stabilize, and increased investment to support our electrification strategy. We expect to generate free cash flow of approximately $100 at the midpoint of our guidance range, an increase of $25 from our prior guidance, reflecting a reduction in anticipated capital spending. 28 Table of Contents Summary Consolidated Results of Operations (Second Quarter, 2024 versus 2023) Three Months Ended June 30, 2024 2023 Dollars % of Net Sales Dollars % of Net Sales Increase/ (Decrease) Net sales $ 2,738 $ 2,748 $ (10 ) Cost of sales 2,483 90.7 % 2,477 90.1 % 6 Gross margin 255 9.3 % 271 9.9 % (16 ) Selling, general and administrative expenses 132 4.8 % 144 5.2 % (12 ) Amortization of intangibles 4 4 — Restructuring charges, net 12 3 9 Loss on disposal group held for sale (1 ) (1 ) Other income (expense), net (2 ) 4 (6 ) Earnings before interest and income taxes 104 124 (20 ) Loss on extinguishment of debt (1 ) 1 Interest income 2 5 (3 ) Interest expense 39 39 - Earnings before income taxes 67 89 (22 ) Income tax expense 54 55 (1 ) Equity in earnings of affiliates 3 2 1 Net income 16 36 (20 ) Less: Noncontrolling interests net income 5 5 — Less: Redeemable noncontrolling interests net income (loss) (5 ) 1 (6 ) Net income attributable to the parent company $ 16 $ 30 $ (14 ) Sales — The following table shows changes in our sales by geographic region. Three Months Ended June 30, Amount of Change Due To 2024 2023 Increase/ (Decrease) Currency Effects Acquisitions (Divestitures) Organic Change North America $ 1,342 $ 1,266 $ 76 $ — $ (2 ) $ 78 Europe 840 947 (107 ) (7 ) (100 ) South America 205 171 34 (5 ) 39 Asia Pacific 351 364 (13 ) (10 ) (3 ) Total $ 2,738 $ 2,748 $ (10 ) $ (22 ) $ (2 ) $ 14 Sales in the second quarter of 2024 were $10 lower than in 2023. Weaker international currencies decreased sales by $22, principally due to a weaker euro, Brazilian real, Thai baht, Chinese renminbi and Indian rupee. The organic sales increase of $14, or 1%, resulted from higher year-over-year full-frame light-truck and light-vehicle engine production in North America and the conversion of sales backlog, partially offset by softening of construction/mining and agricultural equipment markets, particularly in Europe. Pricing actions and recoveries, including material commodity price and inflationary costs adjustments, increased sales by $17. The North America organic sales increase of 6% was driven principally higher full-frame light-truck and light-vehicle engine production levels and the conversion of sales backlog, partially offset by lower medium- and heavy-duty truck production volumes. Second quarter 2024 full-frame light-truck production was up 2% and light-vehicle engine production was up slightly, while year-over-year Class 8 production was down 2% and Classes 5-7 was down 13%. Excluding currency effects, sales in Europe were down 11% compared with 2023. With our significant Off-Highway presence in the region, weaker construction/mining and agricultural equipment markets were a major factor. Organic sales in this operating segment were down 10% compared with 2023. Excluding currency effects, sales in South America were up 23% compared with 2023, reflecting improved medium- and heavy-duty truck production volumes. Excluding currency effects, sales in Asia Pacific decreased 1% compared to 2023, reflecting lower electric vehicle related product sales. 29 Table of Contents Cost of sales and gross margin — Cost of sales for the second quarter of 2024 increased $6 when compared to 2023. Cost of sales as a percent of sales was 60 basis points higher than in the previous year. Decremental margins due to lower sales volumes and unfavorable product mix, non-material inflationary cost impacts of $51, higher warranty expense of $8, higher spending on electrification initiatives of $5 and commodity cost increases of $1 were partially offset by higher material cost savings of $33, operational efficiencies of $27, lower premium freight costs of $7, lower program launch costs of $5 and lower incentive compensation expense of $5. Commodity costs are primarily driven by certain grades of steel and aluminum. Non-material inflation includes higher labor, energy and transportation rates. Gross margin of $255 for the second quarter of 2024 decreased $16 from 2023. Gross margin as a percent of sales was 9.3% in the second quarter of 2024, 60 basis points lower than in 2024. The deterioration in gross margin as a percent of sales was driven principally by the cost of sales factors referenced above. Material cost recovery mechanisms with our customers lag material cost changes by our suppliers by approximately 90 days. Gross margin was negatively impacted by lower year-over-year net material cost recoveries on both a dollar and percentage basis. The recovery of non-material inflation is not specifically provided for in our current contracts with customers resulting in prolonged negotiations and indeterminate recoveries. Selling, general and administrative expenses (SG&A) — SG&A expenses in the second quarter of 2024 were $132 (4.8% of sales) as compared to $144 (5.2% of sales) in the second quarter of 2023. SG&A expenses were $12 lower in the second quarter of 2024 primarily due to lower incentive compensation and lower professional services and consulting costs. Amortization of intangibles — Amortization expense was $4 in both the second quarters of 2024 and 2023. See Note 3 of our consolidated financial statements in Item 1 of Part I for additional information. Restructuring charges, net — Net restructuring charges were $12 in the second quarter of 2024 and $3 in the second quarter of 2023. See Note 4 of our consolidated financial statements in Item 1 of Part I for additional information. Loss on disposal group held for sale — In February 2024, we entered into a definitive agreement to sell our European hydraulics business to HPIH S.à r.l. for approximately $38. We classified the disposal group as held for sale during the first quarter of 2024. See Note 2 of our consolidated financial statements in Item 1 of Part I for additional information. Other income (expense), net — The following table shows the major components of other income (expense), net. Three Months Ended June 30, 2024 2023 Non-service cost components of pension and OPEB costs $ (2 ) $ (3 ) Government assistance 2 7 Foreign exchange loss (5 ) (3 ) Strategic transaction expenses (2 ) (1 ) Other, net 5 4 Other income (expense), net $ (2 ) $ 4 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, and other strategic initiatives. Strategic transaction expenses in the second quarter of 2024 and 2023 were primarily attributable to investigating potential acquisitions and business ventures and other strategic initiatives. Loss on extinguishment of debt — On June 9, 2023 we redeemed $200 of our April 2025 Notes. The $1 loss on extinguishment of debt is comprised of the write-off of previously deferred financing costs associated with the April 2025 Notes. See Note 11 of our consolidated financial statements in Item 1 of Part I for additional information. Interest income and interest expense — Interest income was $2 in the second quarter of 2024 and $5 in the second quarter of 2023. Interest expense was $39 in both the second quarter of 2024 and the second quarter of 2023, reflecting lower outstanding borrowings in 2024 being offset by higher average interest rates. Average effective interest rates, inclusive of amortization of debt issuance costs, approximated 5.8% in the second quarter of 2024 and 5.5% in the second quarter of 2023. Income tax expense — We reported income tax expense of $54 and $55 for the second quarter of 2024 and 2023, respectively. Our effective tax rates were 81 % and 62% for the second quarter of 2024 and 2023, respectively. During the second quarter of 2024, we recorded tax expense of $11 due to revisions in our assertions on unremitted earnings in foreign jurisdictions. During the second quarter of 2023, we recorded tax expense of $19 for income tax reserves associated with prior tax years in foreign jurisdictions. Our effective income tax rates vary from the U.S. federal statutory rate of 21% due to establishment, release and adjustment of valuation allowances in several countries outside the U.S., different statutory tax rates outside the U.S. and withholding taxes related to repatriations of international earnings. The effective income tax rate may vary significantly due to fluctuations in the amounts and sources, both foreign and domestic, of pretax income and changes in the amounts of nondeductible expenses. Equity in earnings of affiliates — Net earnings from equity investments was $3 in the second quarter of 2024 and $2 in the second quarter of 2023. Net earnings from Dongfeng Dana Axle Co., Ltd. (DDAC) were $1 in the second quarter of 2024 and de minimis in the second quarter of 2023. 30 Table of Contents Summary Consolidated Results of Operations (Year-to-Date, 2024 versus 2023) Six Months Ended June 30, 2024 2023 Dollars % of Net Sales Dollars % of Net Sales Increase/ (Decrease) Net sales $ 5,473 $ 5,392 $ 81 Cost of sales 4,974 90.9 % 4,892 90.7 % 82 Gross margin 499 9.1 % 500 9.3 % (1 ) Selling, general and administrative expenses 271 5.0 % 284 5.3 % (13 ) Amortization of intangibles 7 7 — Restructuring charges, net 17 4 13 Loss on disposal group held for sale (30 ) (30 ) Other income (expense), net 9 (9 ) Earnings before interest and income taxes 174 214 (40 ) Loss on extinguishment of debt (1 ) 1 Interest income 6 9 (3 ) Interest expense 78 73 5 Earnings before income taxes 102 149 (47 ) Income tax expense 91 85 6 Equity in earnings of affiliates 5 3 2 Net income 16 67 (51 ) Less: Noncontrolling interests net income 10 9 1 Less: Redeemable noncontrolling interests net loss (13 ) (13 ) Net income attributable to the parent company $ 19 $ 58 $ (39 ) Sales — The following table shows changes in our sales by geographic region. Six Months Ended June 30, Amount of Change Due To 2024 2023 Increase/ (Decrease) Currency Effects Acquisitions (Divestitures) Organic Change North America $ 2,669 $ 2,449 $ 220 $ 1 $ (2 ) $ 221 Europe 1,715 1,867 (152 ) (1 ) (151 ) South America 389 339 50 50 Asia Pacific 700 737 (37 ) (19 ) (18 ) Total $ 5,473 $ 5,392 $ 81 $ (19 ) $ (2 ) $ 102 Sales in the first half of 2024 were $81 higher than in 2024. Weaker international currencies decreased sales by $19, principally due to a weaker Chinese renminbi, Thai baht, Indian rupee and South African rand. The organic sales increase of $102, or 2%, resulted from having a full six months of production on a full-frame light-truck customer program that launched and was ramping up production in the first quarter of last year, higher light-vehicle engine production volumes in North America and the conversion of sales backlog, partially offset by softening construction/mining and agricultural equipment markets. Pricing actions and recoveries, including material commodity price and inflationary cost adjustments, increased sales by $52. The North America organic sales increase of 9% was driven principally by having a full six months of production on a full-frame light-truck customer program that launched and was ramping up production in the first quarter of last year, higher light-vehicle engine production levels and the conversion of sales backlog, partially offset by lower medium- and heavy-duty truck production volumes. First half 2024 light-vehicle engine production was up 1%, while year-over-year Class 8 production was down slightly and Classes 5-7 was down 4%. Excluding currency effects, sales in Europe were down 8% compared with 2023. With our significant Off-Highway presence in the region, weaker construction/mining and agricultural equipment markets were a major factor. Organic sales in this operating segment were down 9% compared with the first half of 2023. Excluding currency effects, sales in South America were up 15% compared with 2023, reflecting improved medium- and heavy-duty truck production volumes. Excluding currency effects, sales in Asia Pacific decreased 2% compared to 2023, reflecting lower electric vehicle related product sales. 31 Table of Contents Cost of sales and gross margin — Cost of sales for the six months of 2024 increased $82, or 2%, when compared to 2023. Cost of sales as a percent of sales was 20 basis points higher than in the previous year. Decremental margins resulting from unfavorable product mix, non-material inflationary cost impacts of $95, higher spending on electrification initiatives of $15 and higher warranty expense of $2 were partially offset by higher material cost savings of $68, lower premium freight costs of $22, operational efficiencies of $18, lower program launch costs of $8, commodity cost decreases of $4 and lower incentive compensation expense of $3. Commodity costs are primarily driven by certain grades of steel and aluminum. Non-material inflation includes higher labor, energy and transportation rates. Gross margin of $499 for the first six months of 2024 decreased $1 from 2023. Gross margin as a percent of sales was 9.1% in the first six months of 2024, 20 basis points lower than in 2023. The deterioration in gross margin as a percent of sales was driven principally by the cost of sales factors referenced above. Material cost recovery mechanisms with our customers lag material cost changes by our suppliers by approximately 90 days. With commodity costs abating during the first six months of 2024, gross margin was negatively impacted by net material cost recoveries on both a dollar and percentage basis. The recovery of non-material inflation is not specifically provided for in our current contracts with customers resulting in prolonged negotiations and indeterminate recoveries. Selling, general and administrative expenses (SG&A) — SG&A expenses in the first six months of 2024 were $271 (5.0% of sales) as compared to $284 (5.3% of sales) in the first six months of 2023. SG&A expenses were $13 lower in the first six months of 2024 due to lower incentive compensation, lower professional services and consulting costs and lower marketing expenditures. Amortization of intangibles — Amortization expense was $7 in the first six months of both 2024 and 2023. See Note 3 of our consolidated financial statements in Item 1 of Part I for additional information. Restructuring charges, net — Net restructuring charges were $17 in the first six months of 2024 and $4 in the first six months of 2023. See Note 4 of our consolidated financial statements in Item 1 of Part I for additional information. Loss on disposal group held for sale — In February 2024, we entered into a definitive agreement to sell our European hydraulics business to HPIH S.à r.l. for approximately $38. We classified the disposal group as held for sale during the first quarter of 2024. See Note 2 of our consolidated financial statements in Item 1 of Part I for additional information. Other income (expense), net — The following table shows the major components of other income (expense), net. Six Months Ended June 30, 2024 2023 Non-service cost components of pension and OPEB costs $ (6 ) $ (6 ) Government assistance 3 8 Foreign exchange gain (loss) (4 ) 1 Strategic transaction expenses (4 ) (2 ) Other, net 11 8 Other income (expense), net — $ 9 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, and other strategic initiatives. Strategic transaction expenses in the first six months of 2024 and 2023 were primarily attributable to investigating potential acquisitions and business ventures and other strategic initiatives. Loss on extinguishment of debt — On June 9, 2023 we redeemed $200 of our April 2025 Notes. The $1 loss on extinguishment of debt is comprised of the write-off of previously deferred financing costs associated with the April 2025 Notes. See Note 11 of our consolidated financial statements in Item 1 of Part I for additional information. Interest income and interest expense — Interest income was $6 in the first six months of 2024 and $9 in the first six months of 2023. Interest expense increased from $73 in the first six months of 2023 to $78 in the first six months of 2024, due to higher interest rates on outstanding borrowings. Average effective interest rates, inclusive of amortization of debt issuance costs, approximated 5.8% in the first six months of 2024 and 5.3% in the first six months of 2023. Income tax expense — We reported income tax expense of $91 and $85 for the first six months of 2024 and 2023, respectively. Our effective tax rates were 89% and 57% for the first six months of 2024 and 2023, respectively. During the first six months of 2024, we recorded tax expense of $11 for valuation allowances related to foreign jurisdictions and tax expense of $11 due to revisions in our assertions on unremitted earnings in foreign jurisdictions. During the second quarter of 2023, we recorded tax expense of $19 for income tax reserves associated with prior tax years in foreign jurisdictions. Our effective income tax rates vary from the U.S. federal statutory rate of 21% due to establishment, release and adjustment of valuation allowances in several countries outside the U.S., different statutory tax rates outside the U.S. and withholding taxes related to repatriations of international earnings. The effective income tax rate may vary significantly due to fluctuations in the amounts and sources, both foreign and domestic, of pretax income and changes in the amounts of nondeductible expenses. Equity in earnings of affiliates — Net earnings from equity investments was $5 in the first six months of 2024 and $3 in the first six months of 2023. Net earnings from Dongfeng Dana Axle Co., Ltd. (DDAC) were $1 in the first six month of 2024 and de minimis in the first six months of 2023. 32 Table of Contents Segment Results of Operations (2024 versus 2023) Light Vehicle Three Months Six Months Sales Segment EBITDA Segment EBITDA Margin Sales Segment EBITDA Segment EBITDA Margin 2023 $ 1,066 $ 66 6.2 % $ 2,028 $ 115 5.7 % Volume and mix 45 10 158 38 Performance 27 9 54 Currency effects (6 ) (1 ) (10 ) (2 ) 2024 $ 1,132 $ 84 7.4 % $ 2,230 $ 151 6.8 % Light Vehicle sales in the second quarter of 2024, exclusive of currency effects, were 7% higher than 2023 reflecting mixed global markets, the conversion of sales backlog and the benefit of net customer pricing and cost recovery actions. Year-over-year North America full-frame light-truck production increased 2% and Asia Pacific light-truck production increased 6% in this year’s second quarter while light-truck production in Europe and South America decreased 3% and 5%, respectively. Light Vehicle sales in the first half of 2024, exclusive of currency effects, were 10% higher than 2023 reflecting mixed global markets, having a full six months of production on a full-frame light-truck customer program that launched and was ramping up production in the first quarter of last year, the conversion of sale backlog and the benefit of net customer pricing and cost recovery actions. Year-over-year North America full-frame light-truck production increased 1% and Asia Pacific light-truck production increased 4% in this year’s first half while light-truck production in Europe and South America decreased 2% and 4%, respectively. Net customer pricing and cost recovery actions increased year-over-year sales by $27 and $54 in this year’s second quarter and first half, respectively. Light Vehicle second-quarter and first-half 2024 segment EBITDA increased $18 and $36, respectively, from the comparable periods of 2023. Higher sales volumes provided a year-over-year earnings benefit of $10 (22% incremental margin) in the second quarter of 2024. Higher sales volumes provided a year-over-year earnings benefit of $38 (24% incremental margin) in the first half of 2024. The year-over-year performance-related earnings increase in the second quarter of 2024 was driven by net customer pricing and cost recovery actions of $27, operational efficiencies of $25, higher material cost savings of $12, lower program launch costs of $4, lower premium freight costs of $3 and lower incentive compensation expense of $2. Partially offsetting these performance-related earnings increases were inflationary cost increases of $45, higher spending on electrification initiatives of $10, commodity cost increases of $5 and higher warranty expense of $4. Year-over-year performance-related earnings drivers during the first half of 2024 were neutral compared with the first half of 2023. Year-over-year performance-related earnings increases were driven by net customer pricing and cost recovery actions of $54, higher material cost savings of $25, operational efficiencies of $20, lower premium freight costs of $10, lower program launch costs of $8, lower incentive compensation expense of $1 and lower warranty expense of $1. Offsetting these performance-related earnings increases were inflationary cost increases of $89, higher spending on electrification initiatives of $21 and commodity cost increases of $9. Commercial Vehicle Three Months Six Months Sales Segment EBITDA Segment EBITDA Margin Sales Segment EBITDA Segment EBITDA Margin 2023 $ 526 $ 28 5.3 % $ 1,048 $ 45 4.3 % Volume and mix 8 (9 ) (1 ) (25 ) Performance (1 ) 5 6 21 Currency effects (6 ) (1 ) (2 ) (1 ) 2024 $ 527 $ 23 4.4 % $ 1,051 $ 40 3.8 % Commercial Vehicle sales in the second quarter of 2024, exclusive of currency effects, were 1% higher than 2023 reflecting mixed global markets and the conversion of sales backlog being partially offset by net customer pricing and cost recovery actions. Year-over-year Class 8 production in North America was down 2% while Classes 5-7 was down 13% in this year’s second quarter. Year-over-year medium/heavy-truck production in Europe was down 9% while medium/heavy-truck production in South America and Asia Pacific were up 55% and 7%, respectively. Commercial Vehicle sales in the first half of 2024, exclusive of currency effects, were flat with 2023 reflecting net customer pricing and cost recovery actions and the conversion of sales backlog being offset by mixed global markets. Year-over-year Class 8 production in North America was flat while Classes 5-7 was down 4% in this year’s first half. Year-over-year medium/heavy-truck production in Europe was down 13% while medium/heavy-truck production in South America and Asia Pacific were up 37% and 3%, respectively. Net customer pricing and cost recovery actions decreased year-over-year sales by $1 in this year’s second quarter and increased year-over-year sales by $6 in this year’s first half. Commercial Vehicle second-quarter and first-half 2024 segment EBITDA both decreased $5 from the comparable periods of 2024. The EBITDA benefit of higher sales volumes was more than offset by unfavorable product mix in the second quarter of 2024, decreasing year-over-year earnings by $9. Lower sales volumes and unfavorable product mix decreased year-over-year earnings by $25 in the first half of 2024. The year-over-year performance-related earnings increase in the second quarter of 2024 was driven by higher material cost savings of $8, lower spending on electrification initiatives of $8, lower premium freight costs of $4 and lower incentive compensation expense of $3. Partially offsetting these performance-related earnings increases were operational inefficiencies of $8, inflationary cost increases of $5, higher warranty expense of $3, net customer pricing and cost recovery actions of $1 and commodity cost increases of $1. The year-over-year performance-related earnings increase in the first half of 2024 was driven by lower spending on electrification initiatives of $16, higher material cost savings of $15, lower premium freight costs of $9, net customer pricing and cost recovery actions of $6 and lower incentive compensation expense of $3. Partially offsetting these performance-related earnings increases were operational inefficiencies of $15, inflationary cost increases of $7, higher warranty expense of $4, higher program launch costs of $1 and commodity cost increases of $1. 33 Table of Contents Off-Highway Three Months Six Months Sales Segment EBITDA Segment EBITDA Margin Sales Segment EBITDA Segment EBITDA Margin 2023 $ 842 $ 131 15.6 % $ 1,684 $ 249 14.8 % Volume and mix (78 ) (26 ) (133 ) (43 ) Divestiture (2 ) (2 ) Performance (8 ) 12 (16 ) 26 Currency effects (8 ) (1 ) (6 ) (1 ) 2024 $ 746 $ 116 15.5 % $ 1,527 $ 231 15.1 % Off-Highway sales in the second quarter of 2024, exclusive of currency and divestiture effects, were 10% lower than 2023 reflecting softening global markets and the impact of net customer pricing and cost recovery actions, partially offset by the conversion of sales backlog. Year-over-year global construction/mining equipment and agricultural equipment markets are showing signs of softening, especially in Europe. Year-over-year second quarter construction/mining equipment and agricultural equipment production in Europe were down 10% and 15%, respectively. Off-Highway sales in the first half of 2024, exclusive of currency and divestiture effects, were 9% lower than 2023 reflecting softening global markets and the impact of net customer pricing and cost recovery actions, partially offset by the conversion of sales backlog. Year-over-year global construction/mining equipment and agricultural equipment markets are showing signs of softening, especially in Europe. Year-over-year first half construction/mining equipment and agricultural equipment production in Europe were down 10% and 15%, respectively. Net customer pricing and cost recovery actions decreased year-over-year sales by $8 and $16 in this year’s second quarter and first half, respectively. Off-Highway second-quarter and first-half 2024 segment EBITDA decreased $15 and $18, respectively, from the comparable periods of 2023. Lower sales volumes decreased year-over-year earnings by $26 (33% decremental margin) in the second quarter of 2024. Lower sales volumes decreased year-over-year earnings by $43 (32% decremental margin) in the first half of 2024. The year-over-year performance-related earnings increase in the second quarter of 2024 was driven by higher material cost savings of $8, operational efficiencies of $8, commodity cost decreases of $3, lower premium freight costs of $2 and lower incentive compensation expense of $1. Partially offsetting these performance-related earnings increases were net customer pricing and cost recovery actions of $8 and inflationary cost increases of $2. The year-over-year performance-related earnings increase in the first half of 2024 was driven by higher material costs savings of $17, commodity cost decreases of $10, operational efficiencies of $10, lower premium freight costs of $4 and lower warranty expenses of $2. Partially offsetting these performance-related earning increases were net customer pricing and cost recovery actions of $16 and inflationary cost increases of $1. Power Technologies Three Months Six Months Sales Segment EBITDA Segment EBITDA Margin Sales Segment EBITDA Segment EBITDA Margin 2023 $ 314 $ 19 6.1 % $ 632 $ 42 6.6 % Volume and mix 22 26 Performance (1 ) 3 8 7 Currency effects (2 ) (1 ) 2024 $ 333 $ 22 6.6 % $ 665 $ 49 7.4 % Power Technologies primarily serves the light-vehicle market but also sells product to the medium/heavy-truck and off-highway markets. Power Technologies sales in the second quarter of 2024, exclusive of currency effects, were 7% higher than 2023, reflecting the conversion of sales backlog and mixed global markets, partially offset by the impact of net customer pricing actions. Year-over-year light vehicle engine production was flat in North America and down 5% in Europe. In addition, our second quarter 2024 sales in Europe were impacted by lower electric-vehicle product orders. Power Technologies sales in the first half of 2024, exclusive of currency effects, were 5% higher than 2023, reflecting the conversion of sales backlog, mixed global markets and the benefit of net customer pricing actions. Year-over-year light vehicle engine production was up 1% in North America and down 3% in Europe. In addition, our first half 2024 sales in Europe were impacted by lower electric-vehicle product orders. Net customer pricing and cost recovery actions decreased year-over-year sales by $1 in this year’s second quarter and increased year-over-year sales by $8 in this year’s first half. Power Technologies second-quarter and first-half 2024 segment EBITDA increased $3 and $7, respectively, from the comparable periods of 2023. The EBITDA benefit of higher sales volumes was offset by unfavorable product mix in both the second-quarter and first-half of 2024. The year-over-year performance-related earnings increase in the second quarter of 2024 was driven by higher material cost savings of $5, commodity cost decreases of $2, operational efficiencies of $1, lower program launch costs of $1 and lower incentive compensation expense of $1. These performance-related earnings increases were partially offset by inflationary cost increases of $3, higher premium freight costs of $2, higher warranty expense of $1 and net customer pricing and cost recovery actions of $1. The year-over-year performance-related earnings increase in the first half of 2024 was driven by higher material cost savings of $11, net customer pricing and cost recovery actions of $8, commodity cost decreases of $4, lower program launch costs of $1 and lower incentive compensation expense of $1. These performance-related earnings increases were partially offset by operational inefficiencies of $11, inflationary cost increases of $5, higher premium freight costs of $1 and higher warranty expense of $1. 34 Table of Contents Non-GAAP Financial Measures Adjusted EBITDA We have defined adjusted EBITDA as net income (loss) before interest, income taxes, depreciation, amortization, equity grant expense, restructuring expense, non-service cost components of pension and other postretirement benefits (OPEB) costs and other adjustments not related to our core operations (gain/loss on debt extinguishment, pension settlements, divestitures, impairment, etc.). Adjusted EBITDA is a measure of our ability to maintain and continue to invest in our operations and provide shareholder returns. We use adjusted EBITDA in assessing the effectiveness of our business strategies, evaluating and pricing potential acquisitions and as a factor in making incentive compensation decisions. In addition to its use by management, we also believe adjusted EBITDA is a measure widely used by securities analysts, investors and others to evaluate financial performance of our company relative to other Tier 1 automotive suppliers. Adjusted EBITDA should not be considered a substitute for earnings (loss) before income taxes, net income (loss) or other results reported in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. The following table provides a reconciliation of net income to adjusted EBITDA. Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Net income $ 16 $ 36 $ 16 $ 67 Equity in earnings of affiliates 3 2 5 3 Income tax expense 54 55 91 85 Earnings before income taxes 67 89 102 149 Depreciation and amortization 112 100 218 197 Restructuring charges, net 12 3 17 4 Interest expense, net 37 34 72 64 Loss on extinguishment of debt 1 1 Distressed supplier costs 4 12 Loss on disposal group held for sale 1 30 Other* 15 12 28 20 Adjusted EBITDA $ 244 $ 243 $ 467 $ 447 * Other includes stock compensation expense, non-service cost components of pension and OPEB costs, strategic transaction expenses and other items. See Note 18 to our consolidated financial statements in Item 1 of Part I for additional details. Free Cash Flow We have defined free cash flow as cash provided by operating activities less purchases of property, plant and equipment. We believe free cash flow is useful to investors in evaluating the operational cash flow of the company inclusive of the spending required to maintain the operations. Free cash flow is not intended to represent nor be an alternative to the measure of net cash provided by operating activities reported in accordance with GAAP. Free cash flow may not be comparable to similarly titled measures reported by other companies. The following table reconciles net cash flows provided by operating activities to free cash flow. Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Net cash provided by operating activities $ 215 $ 256 $ 113 $ 86 Purchases of property, plant and equipment (111 ) (122 ) (181 ) (242 ) Free cash flow $ 104 $ 134 $ (68 ) $ (156 ) 35 Table of Contents Liquidity The following table provides a reconciliation of cash and cash equivalents to liquidity, a non-GAAP measure, at June 30, 2024: Cash and cash equivalents $ 419 Less: Deposits supporting obligations — Available cash 419 Additional cash availability from Revolving Facility 1,141 Total liquidity $ 1,560 We had availability of $1,141 at June 30, 2024 under our Revolving Facility after deducting $9 of outstanding letters of credit. The components of our June 30, 2024 consolidated cash balance were as follows: U.S. Non-U.S. Total Cash and cash equivalents $ — $ 298 $ 298 Cash and cash equivalents held at less than wholly-owned subsidiaries 4 117 121 Consolidated cash balance $ 4 $ 415 $ 419 A portion of the non-U.S. cash and cash equivalents is utilized for working capital and other operating purposes. Several countries have local regulatory requirements that restrict the ability of our operations to repatriate this cash. Beyond these restrictions, there are practical limitations on repatriation of cash from certain subsidiaries because of the resulting tax withholdings and subsidiary by-law restrictions which could limit our ability to access cash and other assets. At June 30, 2024, we were in compliance with the covenants of our financing agreements. Under the Revolving Facility and our senior notes, we are required to comply with certain incurrence-based covenants customary for facilities of these types. The incurrence-based covenants in the Revolving Facility permit us to, among other things, (i) issue foreign subsidiary indebtedness, (ii) incur general secured indebtedness subject to a pro forma first lien net leverage ratio not to exceed 1.50:1.00 in the case of first lien debt and a pro forma secured net leverage ratio of 2.50:1.00 in the case of other secured debt and (iii) incur additional unsecured debt subject to a pro forma total net leverage ratio not to exceed 3.50:1.00, tested at the time of incurrence. We may also make dividend payments in respect of our common stock as well as certain investments and acquisitions subject to a pro forma total net leverage ratio of 2.75:1.00. In addition, the Revolving Facility is subject to a financial covenant requiring us to maintain a first lien net leverage ratio not to exceed 2.00:1.00. The indentures governing the senior notes include other incurrence-based covenants that may subject us to additional specified limitations. From time to time, depending upon market, pricing and other conditions, as well as our cash balances and liquidity, we may seek to acquire our senior notes or other indebtedness through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as we may determine (or as may be provided for in the indentures governing the notes), for cash, securities or other consideration. In addition, we may enter into sale-leaseback transactions related to certain of our real estate holdings and factor receivables. There can be no assurance that we will pursue any such transactions in the future, as the pursuit of any alternative will depend upon numerous factors such as market conditions, our financial performance and the limitations applicable to such transactions under our financing and governance documents. The principal sources of liquidity available for our future cash requirements are expected to be (i) cash flows from operations, (ii) cash and cash equivalents on hand and (iii) borrowings from our Revolving Facility. We believe that our overall liquidity and operating cash flow will be sufficient to meet our anticipated cash requirements for capital expenditures, working capital, debt obligations and other commitments during the next twelve months. While uncertainty surrounding the current economic environment could adversely impact our business, based on our current financial position, we believe it is unlikely that any such effects would preclude us from maintaining sufficient liquidity. 36 Table of Contents Cash Flow The following table summarizes our consolidated statement of cash flows: Six Months Ended June 30, 2024 2023 Cash used for changes in working capital $ (195 ) $ (172 ) Other cash provided by operations 308 258 Net cash provided by operating activities 113 86 Net cash used in investing activities (177 ) (245 ) Net cash (used in) provided by financing activities (30 ) 209 Net (decrease) increase in cash, cash equivalents and restricted cash $ (94 ) $ 50 Operating activities — Exclusive of working capital, other cash provided by operations was $308 in 2024 and $258 in 2023. The year-over-year increase is primarily attributable to higher operating earnings in 2024, partially offset by higher year-over-year cash paid for income taxes and interest. Working capital used cash of $195 and $172 in 2024 and 2023. Cash of $161 and $246 was used to finance receivables in 2024 and 2023, respectively. Cash of $6 and $107 was used to fund higher inventory levels in 2024 and 2023, respectively. Decreases in accounts payable and other net liabilities used cash of $28 in 2024 while increases in accounts payable and other net liabilities provided cash of $181 in 2023. Investing activities — Expenditures for property, plant and equipment were $181 and $242 during 2024 and 2023. Elevated capital spending in 2023 was driven by the high volume of new program launches in that year. In addition, lower capital spending during the first half of 2024 compared to 2023 is being impacted by the calendarization of capital spend being lower in this year’s first half. Financing activities — During 2023, we had net repayments of $25 on our Revolving Facility. During 2024, we paid the $25 note payable due to the former owners of SME S.p.A. During 2023, we completed the issuance of €425 of our July 2031 Notes, paying financings costs of $7. Also during 2023, we redeemed $200 of our April 2025 Notes. During 2023, we paid financing costs of $2 to amend our credit and guaranty agreement, extending the Revolving Facility maturity to March 14, 2028. We used cash of $29 for dividend payments to common stockholders during both 2024 and 2023. Distributions to noncontrolling interests totaled $5 in 2024 and $3 in 2023. Hydro-Québec made cash contributions to Dana TM4 of $18 in 2024 and $17 in 2023. During 2024, we received $11 from Hydro-Québec, which represents deferred purchase consideration associated with their acquisition of a 45% ownership interest in SME S.p.A. from Dana. 37 Table of Contents Off-Balance Sheet Arrangements There have been no material changes at June 30, 2024 in our off-balance sheet arrangements from those reported or estimated in the disclosures in Item 7 of our 2023 Form 10-K. Contractual Obligations There have been no material changes in our contractual obligations from those disclosed in Item 7 of our 2023 From 10-K. Contingencies For a summary of litigation and other contingencies, see Note 13 to our consolidated financial statements in Item 1 of Part I. Based on information available to us at the present time, we do not believe that any liabilities beyond the amounts already accrued that may result from these contingencies will have a material adverse effect on our liquidity, financial condition or results of operations. Critical Accounting Estimates The preparation of our consolidated financial statements in accordance with GAAP requires us to use estimates and make judgments and assumptions about future events that affect the reported amounts of assets, liabilities, revenue and expenses and the related disclosures. See Item 7 in our 2023 Form 10-K for a description of our critical accounting estimates and Note 1 to our consolidated financial statements in Item 8 of our 2023 Form 10-K for our significant accounting policies. There were no changes to our critical accounting estimates in the six months ended June 30, 2024. See Note 1 to our consolidated financial statements in this Form 10-Q for a discussion of new accounting guidance adopted during the first six months of 2024. Item 3. Quantitative and Qualitative Disclosures About Market Risk There have been no material changes to market risk exposures related to changes in currency exchange rates, interest rates or commodity costs from those discussed in Item 7A of our 2023 Form 10-K.