What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-20 compared with 2024-02-20 · 175 added, 239 removed, 1544 unchanged (21% of the section changed)

3 unchanged sentences

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 have audited the accompanying consolidated balance sheets of Dana Incorporated and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, 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, 2024, 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, 2024 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, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

57 unchanged sentences

Restructuring charges, net

Loss on disposal group previously held for sale

Impairment of goodwill

34 unchanged sentences

Other comprehensive income (loss)

( 158 ) 13 ( 32 )

Total comprehensive income (loss)

43 unchanged sentences

Retained earnings

Treasury stock, at cost ( 474,981 and zero shares)

Treasury stock, at cost ( 837,803 and 474,981 shares)

Accumulated other comprehensive loss

12 unchanged sentences

Amortization of deferred financing charges

Redemption premium on debt

Write-off of deferred financing costs

4 unchanged sentences

Pension expense, net

3 ( 1 ) ( 1 )

Gain on sale leaseback

Impairment of goodwill

Change in working capital

70 199 ( 455 )

Loss on disposal group previously held for sale

Change in other noncurrent assets and liabilities

5 unchanged sentences

Proceeds from sale of property, plant and equipment

Acquisition of businesses, net of cash acquired

Investments in affiliates

Purchases of marketable securities

( 15 ) ( 32 )

Proceeds from sales of marketable securities

Proceeds from maturities of marketable securities

Proceeds from sale of equity affiliate

Proceeds from sale of subsidiaries, net of cash disposed

Settlement of terminated fixed-to-fixed cross currency swap

Settlements of undesignated derivatives

8 unchanged sentences

( 37 ) ( 209 ) ( 24 )

Redemption premium on debt

Deferred financing payments

2 unchanged sentences

Repurchases of common stock

( 25 ) ( 23 )

Distributions to noncontrolling interests

( 20 ) ( 10 ) ( 9 )

Collection of note receivable from redeemable noncontrolling interest

Contributions from redeemable noncontrolling interests

Deconsolidation of non-wholly owned subsidiary

Payments to acquire noncontrolling interests

2 unchanged sentences

( 90 ) 160 ( 42 )

Net increase (decrease) in cash, cash equivalents and restricted cash

108 181 ( 262 )

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash - beginning of period

12 unchanged sentences

$ — $ 2 $ 2,427 $ 662 $ ( 184 ) $ ( 985 ) $ 1,922 $ 53 $ 1,975

Net income (loss)

( 242 ) ( 242 ) 15 ( 227 )

Other comprehensive income (loss)

Other comprehensive loss

( 16 ) ( 16 ) ( 5 ) ( 21 )

3 unchanged sentences

( 25 ) ( 25 ) ( 25 )

Retirement of treasury shares

( 216 ) 216 — —

Distributions to noncontrolling interests

2 unchanged sentences

— ( 2 ) ( 2 )

Sale of noncontrolling interests

— ( 1 ) ( 1 )

Redeemable noncontrolling interests adjustment to redemption value

( 41 ) ( 41 ) ( 41 )

Deconsolidation of non-wholly owned subsidiary

— ( 8 ) ( 8 )

Stock compensation

3 unchanged sentences

— 2 2,229 321 — ( 1,001 ) 1,551 52 1,603

Net income (loss)

( 242 ) ( 242 ) 15 ( 227 )

Other comprehensive loss

( 16 ) ( 16 ) ( 5 ) ( 21 )

Other comprehensive income

Common stock dividends and dividend equivalents ($ 0.40 per share)

( 58 ) ( 58 ) ( 58 )

Common stock share repurchases

( 25 ) ( 25 ) ( 25 )

Retirement of treasury shares

( 216 ) 216 — —

Distributions to noncontrolling interests

— ( 12 ) ( 12 )

Purchase of noncontrolling interests

— ( 2 ) ( 2 )

Redeemable noncontrolling interests adjustment to redemption value

( 41 ) ( 41 ) ( 41 )

Stock compensation

3 unchanged sentences

— 2 2,255 317 ( 9 ) ( 990 ) 1,575 62 1,637

Other comprehensive income

Net income (loss)

( 57 ) ( 57 ) 21 ( 36 )

Other comprehensive loss

( 152 ) ( 152 ) ( 3 ) ( 155 )

Common stock dividends and dividend equivalents ($ 0.40 per share)

54 unchanged sentences

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.

If held for sale criteria is no longer met, assets are reclassified as held and used at the lower of their adjusted carrying value or fair value.

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.

29 unchanged sentences

At December 31, 2024 , the machinery and equipment component of property, plant and equipment includes $ 22 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.

Also at December 31, 2024 , other accounts receivable includes $ 78 and other noncurrent assets includes $ 32 of costs related to tooling, design and development costs 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.

Goodwill impairment testing is performed at the reporting unit level, which is the operating segment in the case of our Off-Highway goodwill.

A multi-step impairment test is performed on goodwill.

13 unchanged sentences

Amortization of trademarks and trade names and customer relationships is charged to amortization of intangibles.

Fully amortized intangible assets are retired at the end of their economic useful life.

Indefinite-lived intangible assets are tested for impairment annually and more frequently if impairment indicators exist.

14 unchanged sentences

The blended risk-free rates are revised annually to consider incremental cash flow projections.

Supplier finance programs — We facilitate voluntary supplier finance programs to provide certain suppliers the opportunity to sell their right to Dana payment obligations to participating financial institutions.

Under these programs, Dana agrees to pay the participating financial institutions the stated amount of confirmed invoices from its designated suppliers on the original maturity dates of the invoices.

Participation by suppliers in these programs have no impact on the payment terms and amounts due from Dana.

Dana does not have an economic interest in a supplier's participation in the program and is not a party to the agreement between the supplier and the financial institutions.

In connection with these programs, Dana does not pledge assets or other forms of guarantees as security for the committed payment to the participating financial institutions.

Confirmed obligations are presented as accounts payable within total current liabilities on the consolidated balance sheet.

Financial instruments — The carrying values of cash and cash equivalents, trade receivables, notes receivable and short-term borrowings approximate fair value.

48 unchanged sentences

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.

See Notes 5 and 17 for additional information.

Revenue recognition — Sales are recognized when products are shipped and risk of loss has transferred to the customer.

27 unchanged sentences

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.

Research and development expenses were $ 229 , $ 237 and $ 201 in 2024 , 2023 and 2022 .

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 ).

On December 31, 2024 we adopted Accounting Standards Update (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.

See Note 19 for more information.

Recently issued accounting pronouncements

In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024 - 03, Disaggregation of Income Statement Expenses (Subtopic 220 - 40 ), which requires public entities to disclose detailed components of income statement expenses, such as inventory purchases, employee compensation, depreciation and amortization within relevant expense captions.

Companies are also required to explain amounts not disaggregated and define and disclose total selling expenses.

The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

We are currently evaluating the impact of the guidance on our financial statement disclosures.

3 unchanged sentences

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.

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.

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.

Goodwill — Our goodwill is tested for impairment annually as of October 31 for all of our reporting units, and more frequently if events or circumstances warrant such a review.

For our 2024 annual impairment test, we performed a Step 0 qualitative approach for the Off-Highway reporting unit.

6 unchanged sentences

Changes in the carrying amount of goodwill by segment —

Light Vehicle

Commercial Vehicle

Power Technologies

Balance, December 31, 2022

$ — $ 201 $ 281 $ — $ 482

( 191 ) ( 191 )

Currency impact

( 10 ) ( 22 ) ( 32 )

Balance, December 31, 2023

— — 259 — 259

Impaired as part of disposal group previously held for sale

Currency impact

Balance, December 31, 2024

$ — $ — $ 263 $ — $ 263

Non-amortizable intangible assets — Our non-amortizable intangible assets include a portion of our trademarks and trade names.

1 unchanged sentence

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.

No impairment was recorded during the three years ended December 31, 2024 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.

1 unchanged sentence

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.

Amortizable trademarks and trade names include 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.

5 unchanged sentences

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 .

Components of other intangible assets —

There were no impairments recorded during the three years ended December 31, 2024 , 2023 , and 2022.

Components of other intangible assets (excluding fully-amortized other intangible assets) —

December 31, 2024

12 unchanged sentences

$ 268 $ ( 118 ) $ 150 $ 297 $ ( 115 ) $ 182

During 2024, fully amortized intangible assets were written off and have been excluded from the table above.

The net carrying amounts of intangible assets, other than goodwill, attributable to each of our operating segments at December 31, 2024 were as follows:

2 unchanged sentences

Charged to cost of sales

$ 10 $ 9 $ 10

Charged to amortization of intangibles

6 unchanged sentences

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.

Our restructuring activities include rationalizing our operating footprint by consolidating facilities, positioning operations in lower cost locations, and headcount reduction initiatives focused on reducing operating and overhead 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.

During 2024, we announced actions to consolidate certain manufacturing facilities along with global headcount reductions focused on reducing engineering and overhead costs in response to market dynamics, including delays in the adoption of electric vehicles.

Accrued restructuring costs and activity, including noncurrent portion —

5 unchanged sentences

( 6 ) ( 2 ) ( 8 )

Currency impact

Balance, December 31, 2022

Charges to restructuring

Adjustments of accruals

Cash payments

2 unchanged sentences

Charges to restructuring

Adjustments of accruals

Cash payments

( 22 ) ( 12 ) ( 34 )

Currency impact

Balance, December 31, 2024

68 unchanged sentences

$ 27 $ 70 $ 199

$ 70 $ 199 $ ( 455 )

Cash paid during the period for:

5 unchanged sentences

Noncash dividends declared

Supplier finance programs information —

Confirmed obligations outstanding at the beginning of the year

Invoices confirmed during the year

Confirmed invoices paid during the year

Confirmed obligations outstanding at the end of the year

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.

39 unchanged sentences

Finance lease payments presented in the table above exclude approximately $ 52 of undiscounted minimum lease payments for non-cancellable equipment leases with various banks signed in 2024 but commencing in 2025.

These leases generally have lease terms of six years.

These leases generally have lease terms of five years.

Stockholders' Equity

17 unchanged sentences

Currency translation adjustments

( 88 ) ( 88 )

Holding gains and losses

3 unchanged sentences

Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)

Tax benefit (expense)

2 ( 3 ) ( 20 ) ( 21 )

5 unchanged sentences

Currency translation adjustments

( 88 ) ( 88 )

Holding gains and losses

1 unchanged sentence

( 23 ) ( 23 )

Net actuarial gains

Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)

Tax expense (benefit)

Net actuarial losses

( 25 ) ( 25 )

Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)

Other comprehensive income (loss)

4 unchanged sentences

Currency translation adjustments

( 110 ) ( 110 )

Holding gains and losses

Reclassification of amount to net income (a)

( 28 ) ( 28 )

Net actuarial losses

Reclassification of amount to net income (a)

( 31 ) ( 31 )

Net actuarial gains

Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)

Tax benefit (expense)

Other comprehensive income (loss)

13 unchanged sentences

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.

On May 6, 2024, Hydro-Québec provided Dana with its put notice.

Subsequent to May 6, 2024, Dana will no longer attribute net income (loss) and other comprehensive income (loss) items of Dana TM4 Inc., Dana TM4 Electric Holdings BV and Dana TM4 USA, LLC to Hydro-Québec's redeemable noncontrolling interest.

Closure of the transaction will proceed in accordance with the provisions of the shareholders agreement.

Reconciliation of changes in redeemable noncontrolling interests —

17 unchanged sentences

The share count for diluted earnings per share is computed on the basis of the weighted-average number of common shares outstanding plus the effects of dilutive common stock equivalents (CSEs) outstanding during the period.

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.

We excluded 0.1 million CSEs from the calculations of diluted earnings per share for the years 2023 and 2022 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 0.2 million and 0.7 million for 2024 and 2022 because the net loss position made these anti-dilutive.

Stock Compensation

5 unchanged sentences

Award activity — (shares in millions)

Exercise Price*

December 31, 2023

1 unchanged sentence

2.9 11.25 0.7 13.23

Exercised or vested

( 1.0 ) 20.08 ( 0.5 ) 18.83

Forfeited or expired

( 0.6 ) 14.95 ( 0.1 ) 12.20

10 unchanged sentences

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.

1 unchanged sentence

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.

We had accrued $ 2 for cash-settled awards at both December 31, 2024 and 2023 .

During 2024 we issued 0.8 million and 0.2 million shares of common stock based on vesting of RSUs and PSUs, respectively.

At December 31, 2024 , the total unrecognized compensation cost related to the nonvested awards granted and expected to vest was $ 28 .

1 unchanged sentence

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.

At December 31, 2024 , there were no outstanding stock options or SARs 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.

1 unchanged sentence

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.

RSUs granted to non-employee directors vest on the first anniversary date of the grant and those granted to employees p ro-rata vest over three years.

PSUs granted to employees vest if specified performance goals are achieved during the respective performance period, generally three years.

6 unchanged sentences

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 dividend yield 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.

3 unchanged sentences

Dividend yield

2.50 % 1.67 %

Expected volatility

4 unchanged sentences

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.

Under the 2024 annual incentive program, participants were eligible to receive cash awards based on achieving earnings, net new business and cash flow performance goals.

Under the 2023 and 2022 annual incentive programs, participants were eligible to receive cash awards based on achieving earnings, sales and cash flow performance goals.

We accrued $ 57 , $ 98 and $ 37 of expense in 2024 , 2023 and 2022 for the expected cash payments under these programs.

26 unchanged sentences

Amortization of net actuarial gain

( 1 ) ( 2 ) ( 4 ) ( 2 )

Net periodic benefit cost (credit)

25 unchanged sentences

( 46 ) ( 14 ) ( 48 ) ( 16 ) ( 4 ) ( 4 )

3 ( 4 ) ( 1 )

Translation adjustments

7 unchanged sentences

Actual return on plan assets

41 5 ( 147 ) ( 5 )

Employer contributions

28 unchanged sentences

$ 154 $ 6 $ 154 $ 13 $ — $ ( 23 ) $ — $ ( 25 )

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.

3 unchanged sentences

The actuarial gain for OPEB for 2024 was primarily due to an increase in the discount rates.

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.

Aggregate funding levels — The following table presents information regarding the aggregate funding levels of our defined benefit pension plans at December 31:

12 unchanged sentences

Fair value of plan assets

103 36 106 43

Fair value of pension plan assets —

10 unchanged sentences

Emerging market debt

Collateralized mortgage obligations

Alternative investments:

25 unchanged sentences

$ 6 $ 48 $ 6 $ 43

Actual gains (losses) relating to assets still held at the reporting date

Actual gains relating to assets still held at the reporting date

Purchases, sales and settlements

( 1 ) ( 2 ) ( 1 )

Currency impact

27 unchanged sentences

At December 31, 2024 , the U.S.

plans had targets of 21 % for the Growth Portfolio (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).

plans had targets of 21 % for t he Growth Portfolio (U.S.

equities, high-yield fixed income, real estate, emerging market debt and cas h), 77 % for the I mmunizing Portfolio (long duration U.S.

Treasury strips, corporate bonds and cash ) and 2 % for t he Liquidity Portfolio (cash and short-term securities).

The assets held at December 31, 2024 by the U.S.

90 unchanged sentences

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.

Other indebtedness includes borrowings from various financial institutions and finance lease obligations.

Scheduled principal payments on long-term debt, excluding finance leases at December 31, 2024 —

15 unchanged sentences

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.

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:

7 unchanged sentences

100.000 % 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.

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.

6 unchanged sentences

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.

Credit agreement — 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.

76 unchanged sentences

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 $ 1,331 at December 31, 2024 and $ 776 at December 31, 2023 .

5 unchanged sentences

Traded Currency

Indian rupee, Mexican peso, Thai baht

Canadian dollar, Chinese renminbi, euro, Mexican peso, Thai baht, South African rand

$ 632 $ 36 $ 668 Dec-2025

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

dollar, Australian dollar, Swiss franc, Chinese renminbi, British pound, Hungarian forint, Indian rupee, Japanese yen, Mexican peso, New Zealand dollar, Swedish krona

324 32 356 Sep-2027

British pound

18 4 22 Dec-2025

South African rand

1 unchanged sentence

29 29 Feb-2025

6 12 18 Sep-2025

Canadian dollar

5 14 19 Oct-2024

15 19 34 Aug-2025

Brazilian real

65 8 73 Dec-2024

61 24 85 Nov-2025

dollar, euro, British pound

2 unchanged sentences

dollar, Canadian dollar, euro

3 4 7 Jan-2024

Swedish krona

Total forward contracts

1,056 275 1,331

288 175 463 Nov-2027

49 unchanged sentences

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.

During the second quarter of 2024, we entered into foreign currency forwards with a notional value of $ 100 that we designated as a net investment hedge of the foreign currency exposure related to a China renminbi denominated subsidiary.

These forwards will mature in September 2025.

During the third quarter of 2024, we entered into foreign currency forwards with a notional value of $ 122 that we designated as a net investment hedge of the foreign currency exposure related to a euro denominated subsidiary.

These forwards will mature in November 2025.

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 $ 15 and $ 6 at December 31, 2024 and 2023 .

56 unchanged sentences

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.

We recognized net expense of $ 18 in 2024, $ 7 in 2023 and net benefit of $ 1 in 2022, related to future income taxes and non-U.S.

withholding taxes on repatriations from operations that are not permanently reinvested.

11 unchanged sentences

13 16 9 5 ( 27 ) 87

foreign derived intangible income

tax and withholding tax on non-US earnings

5 unchanged sentences

Enacted change in tax rates

( 4 ) 13 ( 5 ) ( 2 )

Goodwill impairment

5 unchanged sentences

139 174 121 68 284 ( 916 )

During 2024, we recorded tax expense of $ 22 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 2023, we recorded tax expense of $ 19 for income tax reserves associated with prior tax years in foreign jurisdictions.

5 unchanged sentences

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.

13 unchanged sentences

( 35 ) ( 16 )

( 36 ) ( 58 )

Deferred tax liabilities

1 unchanged sentence

Net deferred tax assets

We have generated deferred tax assets in foreign jurisdictions where realization of the future economic benefits were, in previous reporting periods, considered so remote that the benefits were not recognized.

As of December 31, 2023 the unrecognized deferred tax asset was $ 88 .

In 2024, we concluded that the future economic benefits of the tax assets are no longer remote and therefore, deferred tax assets of $ 96 were recognized as of December 31, 2024.

We also concluded that it is not more likely than not that the tax benefits associated with the deferred tax assets will be realized;

therefore, offsetting valuation allowances were recognized.

Carryforwards — Our deferred tax assets include benefits expected from the utilization of net operating loss (NOL), capital loss and credit carryforwards in the future.

9 unchanged sentences

7 ( 7 ) Unlimited

21 ( 21 ) Unlimited

68 ( 68 ) Various

$ 272 $ ( 246 )

12 unchanged sentences

( 6 ) ( 5 ) ( 43 )

Decrease related to settlements

Increase related to prior years tax positions

11 unchanged sentences

Foreign exchange gain (loss)

( 11 ) ( 13 ) 4

Strategic transaction expenses

( 9 ) ( 5 ) ( 8 )

Loss on investment in Hyliion

Loss on disposal group held for sale

Loss on de-designation of fixed-to-fixed cross currency swaps

Gain on sale leaseback

Loss on sale of property, plant and equipment

( 6 ) ( 1 ) ( 2 )

Other income (expense), net

4 unchanged sentences

The foreign exchange loss in 2023 was primarily due to the Argentine government significantly devaluing the Argentine peso during the fourth quarter of 2023.

Continued devaluation of the Argentine peso was the primary driver of the foreign exchange loss in 2024.

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.

Strategic transaction expenses in 2024, 2023 and 2022 were primarily attributable to investigating potential acquisitions and business ventures, divestitures and other strategic initiatives.

Revenue from Contracts with Customers

61 unchanged sentences

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.

Dana’s Chairman and Chief Executive Officer is its chief operating decision maker (CODM).

Dana’s CODM 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.

2 unchanged sentences

Segment information —

Light Vehicle

External sales

$ 4,224 $ 2,005 $ 2,767 $ 1,288 $ 10,284

Commercial Vehicle

Inter-segment sales

187 112 65 25 389

4,411 2,117 2,832 1,313 10,673

Power Technologies

Reconciliation of sales

Elimination of inter-segment sales

Total consolidated sales

Cost of sales

3,980 1,948 2,287 1,148

Eliminations and other

Selling, general and administrative expenses

122 98 141 74

Other segment items (a)

Segment EBITDA

$ 314 $ 67 $ 419 $ 92 $ 892

Light Vehicle

Purchases of property, plant and equipment

$ 182 $ 68 $ 66 $ 46 $ 18 $ 380

Commercial Vehicle

Segment net assets (b)

$ 285 $ 358 $ 460 $ 188 $ ( 71 ) $ 1,220

External sales

$ 4,035 $ 2,092 $ 3,185 $ 1,243 $ 10,555

Power Technologies

Inter-segment sales

190 124 61 25 400

Eliminations and other

4,225 2,216 3,246 1,268 10,955

Reconciliation of sales

Elimination of inter-segment sales

Total consolidated sales

Cost of sales

3,866 2,034 2,627 1,108

Light Vehicle

Selling, general and administrative expenses

131 108 165 74

Commercial Vehicle

Other segment items (a)

( 16 ) 13 11 3

Segment EBITDA

$ 212 $ 87 $ 465 $ 89 $ 853

Power Technologies

Purchases of property, plant and equipment

$ 184 $ 106 $ 65 $ 120 $ 26 $ 501

Eliminations and other

Segment net assets (b)

$ 339 $ 354 $ 485 $ 181 $ ( 68 ) $ 1,291

External sales

$ 4,090 $ 1,979 $ 2,946 $ 1,141 $ 10,156

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.

Inter-segment sales

166 110 64 28 368

4,256 2,089 3,010 1,169 10,524

Reconciliation of sales

Elimination of inter-segment sales

Total consolidated sales

Cost of sales

3,982 1,947 2,489 1,013

Selling, general and administrative expenses

115 104 135 63

Other segment items (a)

Segment EBITDA

$ 158 $ 43 $ 404 $ 94 $ 699

Purchases of property, plant and equipment

$ 201 $ 67 $ 73 $ 64 $ 35 $ 440

Segment net assets (b)

$ 291 $ 305 $ 494 $ 143 $ ( 88 ) $ 1,145

Other segment items primarily include foreign exchange gains and losses, government assistance, export incentives and the benefit of utilizing non-refundable tax credits purchased at a discount.

Segment net assets include accounts receivable - trade, inventories and accounts payable.

Reconciliation of segment EBITDA to consolidated net income (loss) —

8 unchanged sentences

Restructuring charges, net

( 76 ) ( 25 ) 1

Stock compensation expense

2 unchanged sentences

( 9 ) ( 5 ) ( 8 )

Loss on sale of property, plant and equipment

( 6 ) ( 1 ) ( 2 )

Loss on disposal group previously held for sale

Supplier capacity charge

Distressed supplier costs

Amounts attributable to previously divested/closed operations

Loss on investment in Hyliion

Loss on disposal group held for sale

Loss on de-designation of fixed-to-fixed cross currency swaps

Gain on sale leaseback

Impairment of goodwill

5 unchanged sentences

$ 80 $ 178 $ ( 31 )

Income tax expense

Equity in earnings of affiliates

Net income (loss)

$ 48 $ ( 311 ) $ 200

Reconciliation of segment net assets to consolidated total assets —

1 unchanged sentence

$ 1,220 $ 1,291 $ 1,145

Accounts payable and other current liabilities

Other current and long-term assets

Consolidated total assets

Accounts payable

1,522 1,756 1,838

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 .

Cash and cash equivalents

Accounts receivable - Other

Other current assets

Deferred tax assets

Other noncurrent assets

Investments in affiliates

Operating lease assets

Property, plant and equipment, net

2,214 2,311 2,193

$ 7,485 $ 7,965 $ 7,449

Geographic information — Of our 2024 consolidated net sales, the U.S., Italy, India, Brazil, Germany and China account for 45 %, 14 %, 6 %, 5 %, 5 % and 4 %, respectively.

No other country accounted for 5% or more of our consolidated net sales during the past three years.

Sales are attributed to the location of the product entity recording the sale.

Long-lived assets represent property, plant and equipment.

Long-lived assets represent property, plant and equipment and operating lease assets.

Long-Lived Assets

38 unchanged sentences

Investments in affiliates

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 carrying value of our equity method investments at December 31, 2024 w a s $ 5 morethan 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.

14 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data