What changed in this filing

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Item 1. Financial Statements

2025-04-30 compared with 2024-10-30 · 142 added, 305 removed, 627 unchanged (42% of the section changed)

4 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

$ 2,352 $ 2,735

Costs and expenses

3 unchanged sentences

Restructuring charges, net

Gain (loss) on disposal group previously held for sale

Loss on disposal group previously held for sale

Other income (expense), net

Earnings before interest and income taxes

Loss on extinguishment of debt

Interest income

7 unchanged sentences

Net income per share available to common stockholders

$ 0.17 $ 0.02

Weighted-average common shares outstanding

4 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Other comprehensive income (loss), net of tax:

7 unchanged sentences

Comprehensive income (loss) attributable to the parent company

$ 57 $ ( 14 )

The accompanying notes are an integral part of the consolidated financial statements.

2 unchanged sentences

(In millions, except share and per share amounts)

September 30,

Current assets

33 unchanged sentences

Treasury stock, at cost ( 1,304,731 and 837,803 shares)

( 21 ) ( 13 )

Accumulated other comprehensive loss

8 unchanged sentences

(In millions)

Nine Months Ended

September 30,

Three Months Ended

Operating activities

Amortization of deferred financing charges

Write-off of deferred financing costs

Earnings of affiliates, net of dividends received

3 unchanged sentences

Change in working capital

( 141 ) ( 251 )

Change in other noncurrent assets and liabilities

Loss on disposal group previously held for sale

Net cash provided by operating activities

Net cash used in operating activities

( 37 ) ( 102 )

Investing activities

Purchases of property, plant and equipment

( 75 ) ( 70 )

Proceeds from sale of property, plant and equipment

1 unchanged sentence

Net cash used in investing activities

( 65 ) ( 63 )

Financing activities

Net change in short-term debt

Proceeds from long-term debt

Repayment of long-term debt

Deferred financing payments

Dividends paid to common stockholders

( 15 ) ( 15 )

Distributions to noncontrolling interests

Collection of note receivable from redeemable noncontrolling interest

Collection of note receivable from noncontrolling interest

Contributions from redeemable noncontrolling interests

Net cash (used in) provided by financing activities

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

Net cash provided by financing activities

Net decrease in cash, cash equivalents and restricted cash

( 7 ) ( 164 )

Cash, cash equivalents and restricted cash – beginning of period

39 unchanged sentences

Recently adopted accounting pronouncements

We did not adopt any new accounting pronou ncements during the nine months ended September 30, 2024 .

We did not adopt any new accounting pronouncements during the three months ended March 31, 2025 .

Recently issued accounting pronouncements

We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements.

In November 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023 - 07, Segment Reporting (Topic 280 ).

The guidance enhances reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The guidance becomes effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

Adoption of this update will have no impact on our financial statements.

We will update our segment disclosure to conform with this update in our 2024 Form 10 -K.

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.

In December 2023, the FASB issued ASU 2023 - 09, Improvements to Income Tax Disclosures.

4 unchanged sentences

In February 2024, we entered into a definitive agreement to sell our European hydraulics business to HPIH S.à r.l.

We classified the disposal group as held for sale, recognizing a $ 26 loss to date to adjust the carrying value of net assets to fair value less estimated costs to sell.

We classified the disposal group as held for sale, recognizing a $ 26 loss during the year ended December 31, 2024 to adjust the carrying value of net assets to fair value less estimated costs to sell.

The transaction was not completed by the date set forth in the definitive agreement.

3 unchanged sentences

Balance, December 31, 2024

Impaired as part of disposal group previously held for sale (Note 2)

Currency impact

Balance, September 30, 2024

Balance, March 31, 2025

Components of other intangible assets —

September 30, 2024

March 31, 2025

December 31, 2024

17 unchanged sentences

Net carrying amounts of intangible assets, other than goodwill, attributable to each of our operating segments—

September 30, 2024

March 31, 2025

Light Vehicle

Commercial Vehicle

Power Technologies

Amortization expense related to amortizable intangible assets —

Three Months Ended

Nine Months Ended

September 30,

Charged to cost of sales

$ 2 $ 3 $ 6 $ 7

Charged to amortization of intangibles

Total amortization

$ 5 $ 6 $ 16 $ 17

Restructuring of Operations

Our restructuring activities have historically included rationalizing our operating footprint by consolidating facilities, positioning operations in lower cost locations, and reducing 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.

During the third quarter and first nine months of 2024 , our restructuring charges were primarily comprised of separation costs related to rationalizing the global administrative and functional services that support our manufacturing and assembly facilities and technical centers and realignment activities associated with our manufacturing footprint.

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.

During the first quarter of 2025, we continued to execute on these initiatives.

Accrued restructuring costs and activity —

Employee Termination Benefits

Balance, June 30, 2024

$ 16 $ — $ 16

Charges to restructuring

Adjustments of accruals

Cash payments

( 5 ) ( 2 ) ( 7 )

Balance, September 30, 2024

$ 33 $ — $ 33

Balance, December 31, 2024

4 unchanged sentences

( 11 ) ( 3 ) ( 14 )

Balance, September 30, 2024

Currency impact

Balance, March 31, 2025

$ 43 $ — $ 43

At September 30, 2024 , the accrued employee termination benefits include costs to reduce approximately 900 e mployees to be complet ed over the next year.

At March 31, 2025 , the accrued employee termination benefits include costs to reduce approximately 700 e mployees to be complet ed over the next year.

Supplemental Balance Sheet and Cash Flow Information

Supplier finance programs —

As of September 30, 2024 and December 31, 2023 , we had $ 68 and $ 69 , respectively, of confirmed obligations subject to supplier finance programs presented as accounts payable within total current liabilities on the consolidated balance sheet.

As of March 31, 2025 and December 31, 2024 , we had $ 62 and $ 63 , respectively, of confirmed obligations subject to supplier finance programs presented as accounts payable within total current liabilities on the consolidated balance sheet.

Inventory components —

September 30, 2024

March 31, 2025

December 31, 2024

3 unchanged sentences

Cash, cash equivalents and restricted cash —

September 30, 2024

March 31, 2025

December 31, 2024

September 30, 2023

March 31, 2024

December 31, 2023

6 unchanged sentences

Stockholders’ Equity

Common stock — Our Board of Directors declared a cash dividend of ten cents per share of common stock in the first, second, and third quarters of 2024.

Dividends accrue on restricted stock units (RSUs) granted under our stock compensation program and will be paid in cash or additional units when the underlying units vest.

Common stock — Our Board of Directors declared a cash dividend of ten cents per share of common stock in the first quarter of 2025.

Dividends accrue on restricted stock units (RSUs) and performance share units (PSUs) granted under our stock compensation program and will be paid in cash or additional units when the underlying units vest.

Changes in equity —

6 unchanged sentences

$ 2 $ 2,282 $ 204 $ ( 13 ) $ ( 1,142 ) $ 63 $ 1,396

Other comprehensive loss

( 17 ) ( 1 ) ( 18 )

Other comprehensive income

Common stock dividends and dividend equivalents

1 unchanged sentence

Distributions to noncontrolling interests

Redeemable noncontrolling interests adjustment to redemption value

Stock compensation

2 unchanged sentences

2 2,294 214 ( 21 ) ( 1,110 ) 67 1,446

Other comprehensive loss

( 67 ) ( 67 )

Common stock dividends and dividend equivalents

( 15 ) ( 15 )

Distributions to noncontrolling interests

Redeemable noncontrolling interests adjustment to redemption value

Stock compensation

Balance, June 30, 2024

2 2,267 293 ( 13 ) ( 1,074 ) 69 1,544

Other comprehensive income

Common stock dividends and dividend equivalents

( 14 ) ( 14 )

Distributions to noncontrolling interests

( 13 ) ( 13 )

Stock compensation

Balance, September 30, 2024

$ 2 $ 2,274 $ 283 $ ( 13 ) $ ( 1,066 ) $ 63 $ 1,543

Additional Paid-In Capital

5 unchanged sentences

$ 2 $ 2,255 $ 317 $ ( 9 ) $ ( 990 ) $ 62 $ 1,637

Other comprehensive income

Other comprehensive loss

( 17 ) ( 1 ) ( 18 )

Common stock dividends and dividend equivalents

6 unchanged sentences

2 2,260 297 ( 13 ) ( 1,007 ) 65 1,604

Other comprehensive loss

Common stock dividends and dividend equivalents

( 14 ) ( 14 )

Distributions to noncontrolling interests

Stock compensation

Balance, June 30, 2023

2 2,244 349 ( 8 ) ( 964 ) 58 1,681

Other comprehensive loss

( 43 ) ( 1 ) ( 44 )

Common stock dividends and dividend equivalents

( 15 ) ( 15 )

Distributions to noncontrolling interests

Stock compensation

Balance, September 30, 2023

$ 2 $ 2,249 $ 353 $ ( 8 ) $ ( 1,007 ) $ 58 $ 1,647

Changes in each component of accumulated other comprehensive income (loss) (AOCI) of the parent —

6 unchanged sentences

Currency translation adjustments

( 16 ) ( 16 )

Holding gains and losses

Reclassification of amount to net income (a)

( 11 ) ( 11 )

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

Other comprehensive income (loss)

( 16 ) ( 2 ) 1 ( 17 )

Balance, March 31, 2024

( 884 ) 18 ( 141 ) ( 1,007 )

Currency translation adjustments

( 45 ) ( 45 )

Holding gains and losses

( 23 ) ( 23 )

Reclassification of amount to net income (a)

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

Other comprehensive income (loss)

( 45 ) ( 26 ) 4 ( 67 )

Balance, June 30, 2024

( 929 ) ( 8 ) ( 137 ) ( 1,074 )

Currency translation adjustments

Holding gains and losses

( 35 ) ( 35 )

Reclassification of amount to net income (a)

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

Other comprehensive income (loss)

Balance, September 30, 2024

Other comprehensive income

Balance, March 31, 2025

( 963 ) ( 11 ) ( 136 ) ( 1,110 )

6 unchanged sentences

Currency translation adjustments

Holding gains and losses

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

Other comprehensive income

Balance, March 31, 2023

( 16 ) ( 16 )

Currency translation adjustments

Holding gains and losses

Reclassification of amount to net income (a)

( 11 ) ( 11 )

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

1 unchanged sentence

( 16 ) ( 2 ) 1 ( 17 )

Balance, June 30, 2023

( 877 ) 39 ( 126 ) ( 964 )

Currency translation adjustments

( 21 ) ( 21 )

Holding gains and losses

Reclassification of amount to net income (a)

( 30 ) ( 30 )

Other comprehensive loss

( 21 ) ( 21 ) ( 1 ) ( 43 )

Balance, September 30, 2023

Balance, March 31, 2024

( 884 ) 18 ( 141 ) ( 1,007 )

6 unchanged sentences

We estimate the fair value of the redemption value using an income-based approach based on discounted cash flow projections.

In determining fair value using discounted cash flow projections, we make significant assumptions and estimates about the extent and timing of future cash flows, including revenue growth rates, projected EBITDA, discount rates, and terminal growth rates.

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

3 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Balance, beginning of period

$ 205 $ 213 $ 191 $ 195

Capital contribution from redeemable noncontrolling interests

1 unchanged sentence

Comprehensive income (loss) adjustments:

Net income (loss) attributable to redeemable noncontrolling interests

( 2 ) ( 13 ) ( 2 )

Net loss attributable to redeemable noncontrolling interests

Other comprehensive loss attributable to redeemable noncontrolling interests

( 2 ) ( 4 ) ( 2 )

Balance, end of period

$ 205 $ 210 $ 205 $ 210

Earnings per Share

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

Net income available to common stockholders - Numerator basic and diluted

$ 4 $ 19 $ 23 $ 77

Weighted-average common shares outstanding - Basic

145.0 144.3 144.9 144.2

Employee compensation-related shares

0.1 0.4 0.1 0.3

Weighted-average common shares outstanding - Diluted

145.1 144.7 145.0 144.5

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 0.5 million and 0.1 million CSEs from the calculation of diluted earnings per share for the third quarters of 2024 and 2023 and excluded 2.4 million and 0.1 million of CSEs for the respective year-to-date periods as the effect of including them would have been anti-dilutive.

We excluded 0.1 and 2.2 million CSEs from the calculation of diluted earnings per share for the first quarters of 2025 and 2024 as the effect of including them would have been anti-dilutive.

Stock Compensation

The Compensation Committee of our Board of Directors approved the grant of RSUs and performance share units (PSUs) shown in the table below during the nine months ended September 30, 2024 .

The Compensation Committee of our Board of Directors approved the grant of RSUs and performance share units (PSUs) shown in the table below during the three months ended March 31, 2025 .

(In millions)

2 unchanged sentences

The number of PSUs that ultimately vest is contingent on achieving specified financial targets and specified total shareholder return targets relative to peer companies.

For the portion of the award based on financial metrics, we estimated the fair value of the PSUs at grant date based on the closing market price of our common stock at the date of grant adjusted for the value of assumed dividends over the period because the awards are not dividend protected.

For the portion of the award based on financial metrics, we estimated the fair value of the PSUs at grant date based on the closing market price of our common stock at the date of grant.

For the portion of the award based on shareholder returns, we estimated the fair value of the PSUs at grant date using various assumptions as part of a Monte Carlo simulation.

2 unchanged sentences

Treasury constant maturity rates at the grant date.

The dividend yield of 2.7 % 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 of 49.1 % was based on observed historical volatility of daily stock returns for the 3 -year period preceding the grant date.

During the nine months ended September 30, 2024 , we paid $ 2 of cash to settle RSUs and issued 0.9 million shares of common stock based on the vesting of RSUs.

We recognized stock compensation expense of $ 7 and $ 5 in the third quarters of 2024 and 2023 , respectively and expense of $ 21 and $ 19 during the respective year-to-date periods.

At September 30, 2024 , the total unrecognized compensation cost related to the nonvested awards granted and expected to vest was $ 33 .

During the three months ended March 31, 2025 , the Company amended the PSU awards to accrue dividends, which are subject to the same vesting and forfeiture conditions as the original award.

The incremental compensation cost resulting from this modification is not material.

During the three months ended March 31, 2025 , we paid $ 2.2 and $ 0.4 of cash to settle RSUs and PSUs and issued 1.0 and 0.2 million shares of common stock based on the vesting of RSUs and PSUs, respectively.

We recognized stock compensation expense of $ 13 and $ 6 in the first quarters of 2025 and 2024 .

At March 31, 2025 , the total unrecognized compensation cost related to the nonvested awards granted and expected to vest was $ 41 .

This cost is expected to be recognized over a weighted-average period of 1.7 years.

2 unchanged sentences

Other postretirement benefits (OPEB), including medical and life insurance, are provided for certain employees upon retirement.

Components of net periodic benefit cost (credit) —

Three Months Ended September 30,

Components of net periodic benefit cost —

Three Months Ended March 31,

Interest cost

4 unchanged sentences

1 2 ( 1 ) ( 1 )

Termination benefit

Net periodic benefit cost

$ — $ 3 $ 2 $ 4 $ — $ —

Nine Months Ended September 30,

Interest cost

$ 20 $ 10 $ 21 $ 10 $ 2 $ 2

Expected return on plan assets

( 22 ) ( 3 ) ( 23 ) ( 2 )

Amortization of net actuarial loss (gain)

5 1 5 ( 2 ) ( 3 )

Termination benefit

Net periodic benefit cost (credit)

$ 6 $ 13 $ 3 $ 12 $ — $ ( 1 )

The service cost components of net periodic pension and OPEB costs are included in cost of sales and selling, general and administrative expenses as part of compensation cost and are eligible for capitalization in inventory and other assets.

3 unchanged sentences

Interest Rate

September 30, 2024

March 31, 2025

December 31, 2024

17 unchanged sentences

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

Senior notes activity — On May 24, 2023, Dana Financing Luxembourg S.à.r.l.

(Dana Financing), a wholly-owned subsidiary of Dana, completed the sale of €425 ($ 458 as of May 24, 2023) in senior unsecured notes ( July 2031 Notes) at 8.500 %.

The July 2031 Notes are fully and unconditionally guaranteed by Dana.

The July 2031 Notes were issued through a private placement and will not be registered under the U.S.

Securities Act of 1933, as amended (the Securities Act).

The July 2031 Notes were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and, outside the United States, only to non-U.S.

investors in reliance on Regulation S under the Securities Act.

The July 2031 Notes rank equally with Dana's other unsecured senior notes.

Interest on the notes is payable on January 15 and July 15 of each year, beginning on January 15, 2024.

The July 2031 Notes will mature on July 15, 2031.

Net proceeds of the offering totaled €419 ($ 451 as of May 24, 2023).

Financing costs of €6 ($ 7 as of May 24, 2023) were recorded as deferred costs and are being amortized to interest expense over the life of the notes.

The proceeds from the offering were used to redeem $ 200 of our April 2025 Notes and to make payments against borrowings on our Revolving Facility.

On June 9, 2023 we redeemed $ 200 of our April 2025 Notes at a price equal to 100.00 % plus accrued and unpaid interest.

The $ 1 loss on extinguishment of debt is comprised of the write-off of previously deferred financing costs associated with the April 2025 Notes.

Senior notes activity — On April 15, 2025, Dana retired its remaining April 2025 Notes.

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:

12 unchanged sentences

We have not separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and the risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt.

At any time prior to February 15, 2025, we may redeem up to 40% of the aggregate principal amount of the February 2032 Notes in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 104.500 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50 % of the aggregate principal amount of the February 2032 Notes remains outstanding after the redemption.

Prior to February 15, 2027, we may redeem some or all of the February 2032 Notes at a redemption price equal to 100 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium.

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.

The deferred fees are being amortized over the life of the Revolving Facility.

Deferred financing costs on our Revolving Facility are included in other noncurrent assets.

Credit agreement — Deferred financing costs on our Revolving Facility are included in other noncurrent assets and are being amortized over the life of the Revolving Facility.

The Revolving Facility is guaranteed by all of our wholly-owned domestic subsidiaries subject to certain exceptions (the guarantors) and are secured by a first -priority lien on substantially all of the assets of Dana and the guarantors, subject to certain exceptions.

15 unchanged sentences

We pay a fee for issued and undrawn letters of credit in an amount per annum equal to the applicable margin for SOFR rate advances based on a quarterly average availability under issued and undrawn letters of credit under the Revolving Facility and a per annum fronting fee of 0.125 %, payable quarterly.

At September 30, 2024 , we had $ 10 of outstanding borrowings under the Revolving Facility and had utilized $ 10 for letters of credit.

We had availability at September 30, 2024 under the Revolving Facility of $ 1,130 after deducting outstanding borrowings and letters of credit.

Debt covenants — At September 30, 2024 , we were in compliance with the covenants of our financing agreements.

At March 31, 2025 , we had $ 115 of outstanding borrowings under the Revolving Facility and had utilized $ 10 for letters of credit.

We had availability at March 31, 2025 under the Revolving Facility of $ 1,025 after deducting outstanding borrowings and letters of credit.

Debt covenants — At March 31, 2025 , we were in compliance with the covenants of our financing agreements.

Under the Revolving Facility and the senior notes, we are required to comply with certain incurrence-based covenants customary for facilities of these types and, in the case of the Revolving Facility, a maintenance covenant tested on the last day of each fiscal quarter requiring us to maintain a first lien net leverage ratio not to exceed 2.00 to 1.00.

5 unchanged sentences

Fair Value Level

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Currency forward contracts

7 unchanged sentences

Cash flow hedges

Other noncurrent liabilities

Other noncurrent assets

Other noncurrent liabilities

1 unchanged sentence

Fair value of financial instruments — The financial instruments that are not carried in our balance sheets at fair value are as follows:

September 30, 2024

March 31, 2025

December 31, 2024

10 unchanged sentences

The impact of the interest rate differential between the inflow and outflow rates on fixed-to-fixed cross-currency swaps is recognized during each period as a component of interest expense for hedges of external debt and as a component of other income (expense), net for hedges of intercompany debt.

The following fixed-to-fixed cross-currency swaps were outstanding at September 30, 2024 :

The following fixed-to-fixed cross-currency swaps were outstanding at March 31, 2025 :

Underlying Financial Instrument

11 unchanged sentences

€ 169 $ 188 3.13 % 6.50 %

*These swaps were settled with the counterparty on April 15, 2025 by exchanging the stated notional values.

The designated swaps are expected to be highly effective in offsetting the corresponding currency-based changes in cash outflows related to the underlying designated financial instruments.

4 unchanged sentences

To the extent the swaps are no longer effective, changes in their fair values will be recorded in earnings.

The total notional amount of outstanding foreign currency forward contracts, involving the exchange of various currencies, was $ 1,319 at September 30, 2024 and $ 776 at December 31, 2023 .

The total notional amount of outstanding foreign currency swaps, including the fixed-to-fixed cross-currency swaps, was $ 986 at September 30, 2024 and $ 981 at December 31, 2023 .

The following currency derivatives were outstanding at September 30, 2024 :

The total notional amount of outstanding foreign currency forward contracts, involving the exchange of various currencies, was $ 1,367 at March 31, 2025 and $ 1,331 at December 31, 2024 .

The total notional amount of outstanding foreign currency swaps, including the fixed-to-fixed cross-currency swaps, was $ 972 at March 31, 2025 and $ 951 at December 31, 2024 .

The following currency derivatives were outstanding at March 31, 2025 :

Notional Amount (U.S.

2 unchanged sentences

Traded Currency

euro, Chinese renminbi, Indian rupee, Mexican peso, Thai baht, South African rand

$ 669 $ 33 $ 702 Dec-2025

dollar, Australian dollar, Canadian dollar, Swiss franc, Chinese renminbi, British pound, Hungarian forint, Indian rupee, Mexican peso, Norwegian krone, Swedish krona, South African rand

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

$ 649 $ 37 $ 686 Mar-2026

dollar, Australian dollar, Canadian dollar, Swiss franc, Chinese renminbi, British pound, Hungarian forint, Indian rupee, Mexican peso, Norwegian krone, Swedish krona, Singaporean dollar, South African rand

343 30 373 Sep-2027

dollar, euro, British pound

77 77 Jul-2025

79 79 Dec-2025

Brazilian real

62 18 80 Sep-2025

55 15 70 Mar-2026

South African rand

dollar, euro, Thai baht

16 16 Oct-2024

62 62 May-2025

Canadian dollar

1 23 24 Oct-2024

8 3 11 Sep-2025

25 14 39 Mar-2026

7 16 23 Dec-2025

British pound

10 7 17 Aug-2025

20 6 26 Dec-2025

Chinese renminbi

16 unchanged sentences

Deferred Gain (Loss) in AOCI

September 30, 2024

March 31, 2025

December 31, 2024

6 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Derivatives Designated as Cash Flow Hedges

2 unchanged sentences

Cost of sales

2,231 2,433 7,205 7,325

Other income (expense), net

( 4 ) 1 ( 4 ) 10

(Gain) or loss on cash flow hedging relationships

2 unchanged sentences

Cost of sales

( 1 ) ( 11 ) ( 17 ) ( 24 )

Other income (expense), net

3 ( 1 ) 18 ( 6 )

Cross-currency swaps

1 unchanged sentence

Other income (expense), net

24 ( 19 ) 6 ( 7 )

The amounts reclassified from AOCI into income for the cross-currency swaps represent an offset to a foreign exchange loss on our foreign currency-denominated intercompany and external debt instruments.

4 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Derivatives Not Designated as Hedging Instruments

2 unchanged sentences

Cost of sales

$ — $ — $ 2 $ —

Other income (expense), net

9 ( 2 ) 10 ( 9 )

Net investment hedges — We periodically designate derivative contracts or underlying non-derivative financial instruments as net investment hedges.

6 unchanged sentences

Commitments and Contingencies

Environmental liabilities — Accrued environmental liabilities were $ 6 at both September 30, 2024 and December 31, 2023 .

Environmental liabilities — Accrued environmental liabilities were $ 15 at both March 31, 2025 and December 31, 2024 .

We consider the most probable method of remediation, current laws and regulations and existing technology in estimating our environmental liabilities.

14 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Balance, beginning of period

$ 117 $ 106 $ 116 $ 108

Amounts accrued for current period sales

3 unchanged sentences

Currency impact

2 ( 1 ) 1 ( 2 )

Balance, end of period

$ 113 $ 114 $ 113 $ 114

We estimate the effective tax rate expected to be applicable for the full fiscal year and use that rate to provide for income taxes in interim reporting periods.

4 unchanged sentences

Net interest expense for the periods presented herein is not significant.

We reported income tax expense of $ 43 and $ 33 for the third quarters of 2024 and 2023 and income tax expense of $ 134 and $ 118 for the respective year-to-date periods.

Our effective tax rates were 87 % and 58 % for the nine months ended September 30, 2024 and 2023 .

During the first nine 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 first nine months of 2023, we recorded tax expense of $ 19 for income tax reserves associated with prior tax years in foreign jurisdictions.

We reported income tax expense of $ 8 and $ 37 for the first quarters of 2025 and 2024, respectively.

Our effective tax rates were 22 % and 106 % for the first quarters of 2025 and 2024, respectively.

During the first quarter of 2025, we recorded a tax benefit of $ 19 due to a basis difference in a foreign subsidiary as a result of a change in tax status and $ 9 of tax expense for income tax reserves associated with prior tax years in foreign jurisdictions.

During the first quarter of 2024, we recorded tax expense of $ 11 for valuation allowances related to foreign jurisdictions.

Our effective income tax rates vary from the U.S.

4 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Non-service cost components of pension and OPEB costs

1 unchanged sentence

Government assistance

Foreign exchange loss

( 3 ) ( 1 ) ( 7 )

Foreign exchange gain (loss)

Strategic transaction expenses

( 1 ) ( 2 ) ( 5 ) ( 4 )

Loss on sale of property, plant and equipment

( 1 ) ( 5 ) ( 1 )

Gain (loss) on sale of property, plant and equipment

Other income (expense), net

$ ( 4 ) $ 1 $ ( 4 ) $ 10

Foreign exchange gains and losses on cross-currency intercompany loan balances that are not of a long-term investment nature are included above.

1 unchanged sentence

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 nine months ended September 30, 2024 and 2023 were primarily attributable to investigating potential acquisitions and business ventures and other strategic initiatives.

Strategic transaction expenses during the three months ended March 31, 2025 were primarily attributable to investigating the potential sale of our Off-Highway business.

Revenue from Contracts with Customers

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We evaluate the amounts capitalized each period for recoverability and expense any amounts that are no longer expected to be recovered.

We had $ 5 and $ 5 recorded in other current assets and $ 30 and $ 34 recorded in other noncurrent assets at September 30, 2024 and December 31, 2023 .

We had $ 4 and $ 4 recorded in other current assets and $ 16 and $ 28 recorded in other noncurrent assets at March 31, 2025 and December 31, 2024 .

Certain of our customer contracts include rebate incentives.

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Generally, our contract liabilities turn over frequently given our relatively short production cycles.

Contract liabilities were $ 34 and $ 50 at September 30, 2024 and December 31, 2023 .

Contract liabilities were $ 28 and $ 25 at March 31, 2025 and December 31, 2024 .

Contract liabilities are included in other accrued liabilities on our consolidated balance sheets.

2 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Light Vehicle

North America

$ 659 $ 697 $ 2,172 $ 2,065

152 146 461 420

South America

$ 1,180 $ 1,324

147 169 417 443

$ 1,033 $ 1,084 $ 3,263 $ 3,112

Commercial Vehicle

North America

$ 268 $ 290 $ 858 $ 867

69 70 227 234

South America

114 106 340 307

43 69 120 175

$ 494 $ 535 $ 1,545 $ 1,583

North America

$ 91 $ 88 $ 277 $ 274

384 496 1,401 1,662

South America

146 148 459 470

$ 627 $ 739 $ 2,154 $ 2,423

Power Technologies

North America

$ 1,118 $ 1,327

110 117 341 380

South America

$ 2,352 $ 2,735

North America

$ 1,200 $ 1,240 $ 3,869 $ 3,689

715 829 2,430 2,696

South America

203 193 592 532

358 407 1,058 1,144

$ 2,476 $ 2,669 $ 7,949 $ 8,061

We are a global provider of high-technology products to virtually every major vehicle manufacturer in the world.

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and digital solutions (active and passive system controls and descriptive and predictive analytics).

We serve our global light vehicle, medium/heavy vehicle and off-highway markets through four operating segments – Light Vehicle Drive Systems (Light Vehicle), Commercial Vehicle Drive and Motion Systems (Commercial Vehicle), Off-Highway Drive and Motion Systems (Off-Highway), and Power Technologies, which is the center of excellence for sealing and thermal-management technologies that span all customers in our on-highway and off-highway markets.

Effective January 1, 2025, Dana’s chief operating decision maker (CODM) realigned Dana’s operating segments, reflecting Dana’s commitment to streamlining the business, enhancing our go-to market approach, and serving our customers more efficiently.

Our former Power Technologies operating segment has been split, integrating the OEM-facing business into our Light Vehicle Systems operating segment and integrating the aftermarket business into our Commercial Vehicle Systems operating segment.

In addition, on November 25, 2024, we announced we are exploring the sale of our Off-Highway business.

Certain operations that fall outside of the proposed sale perimeter, including certain Dana TM4 joint venture operations, have been integrated into our Commercial Vehicle Systems operating segment.

We now serve our global light vehicle, medium/heavy vehicle and off-highway markets through three operating segments – Light Vehicle Systems (Light Vehicle), Commercial Vehicle Systems (Commercial Vehicle) and Off-Highway Drive and Motion Systems (Off-Highway).

These operating segments have global responsibility and accountability for business commercial activities and financial performance.

Amounts presented for prior periods have been recast to align with Dana’s current three operating segments.

Dana’s Chairman and Chief Executive Officer is its CODM.

Dana evaluates the performance of its operating segments based on external sales and segment EBITDA.

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Segment information —

Three Months Ended September 30,

External Sales

Inter-Segment Sales

Segment EBITDA

Three months ended March 31, 2025

External sales

Inter-Segment Sales

Segment EBITDA

Light Vehicle

$ 1,180 $ 568 $ 604 $ 2,352

Commercial Vehicle

Inter-segment sales

1,222 598 615 2,435

Reconciliation of sales

Elimination of inter-segment sales

Total consolidated sales

Cost of sales

1,114 520 506

Power Technologies

Selling, general and administrative expenses

Other segment items (a)

Segment EBITDA

$ 68 $ 44 $ 79 $ 191

Eliminations and other

Purchases of property, plant and equipment

$ 48 $ 12 $ 9 $ 6 $ 75

Segment net assets (b)

$ 453 $ 498 $ 519 $ ( 87 ) $ 1,383

Nine Months Ended September 30,

Light Vehicle

Three months ended March 31, 2024

External sales

$ 1,324 $ 653 $ 758 $ 2,735

Commercial Vehicle

Inter-segment sales

1,371 684 774 2,829

Reconciliation of sales

Elimination of inter-segment sales

Total consolidated sales

Cost of sales

1,249 617 624

Power Technologies

Selling, general and administrative expenses

Other segment items (a)

Segment EBITDA

$ 78 $ 33 $ 115 $ 226

Eliminations and other

Purchases of property, plant and equipment

$ 37 $ 17 $ 14 $ 2 $ 70

Segment net assets (b)

$ 542 $ 496 $ 475 $ ( 59 ) $ 1,454

(a) 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.

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

Reconciliation of segment EBITDA to consolidated net income —

Three Months Ended

Nine Months Ended

September 30,

Segment EBITDA

$ 233 $ 242 $ 704 $ 693

Corporate expense and other items, net

( 96 ) ( 101 )

( 97 ) ( 101 ) ( 304 ) ( 287 )

( 5 ) ( 6 ) ( 16 ) ( 17 )

Non-service cost components of pension and OPEB costs

( 8 ) ( 4 ) ( 14 ) ( 10 )

Restructuring charges, net

( 24 ) ( 17 ) ( 41 ) ( 21 )

Stock compensation expense

( 7 ) ( 5 ) ( 21 ) ( 19 )

Strategic transaction expenses

( 1 ) ( 2 ) ( 5 ) ( 4 )

Loss on sale of property, plant and equipment

( 1 ) ( 5 ) ( 1 )

Distressed supplier costs

( 14 ) ( 26 )

Gain (loss) on sale of property, plant and equipment

Supplier capacity charge adjustment

Loss on disposal group previously held for sale

( 6 ) ( 1 ) ( 5 ) 1

Earnings before interest and income taxes

88 91 262 305

Loss on extinguishment of debt

Interest income

Interest expense

40 41 118 114

Earnings before income taxes

52 55 154 204

Income tax expense

Reconciliation of segment net assets to consolidated total assets —

Segment net assets

$ 1,383 $ 1,454

Equity in earnings of affiliates

Accounts payable

Cash and cash equivalents

Accounts receivable - Other

Other current assets

Current assets of disposal group held for sale

Deferred tax assets

Other noncurrent assets

Investment in affiliates

Operating lease assets

Property, plant and equipment, net

$ 7,800 $ 7,857

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We have a number of investments in entities that engage in the manufacture and supply of vehicular parts (primarily axles, axle housings and driveshafts).

Equity method investments at September 30, 2024 —

Equity method investments at March 31, 2025 —

Ownership Percentage

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Investments in affiliates

On April 10, 2025, Dana entered into a definitive agreement to sell its 48 % ownership interest in Axles India Limited for $ 43 in cash.

The transaction closed on April 25, 2025.

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-Q

Item 1. Financial Statements