What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-04-30 · 373 added, 110 removed, 659 unchanged (42% of the section changed)

4 unchanged sentences

Three Months Ended

Six Months Ended

$ 1,935 $ 2,047 $ 3,716 $ 4,062

1 unchanged sentence

Cost of sales

1,797 1,930 3,460 3,833

Selling, general and administrative expenses

99 108 204 222

Amortization of intangibles

2 unchanged sentences

Other income (expense), net

Earnings before interest and income taxes

( 10 ) ( 8 ) ( 11 ) ( 8 )

Earnings (loss) from continuing operations before interest and income taxes

16 ( 13 ) 24 ( 51 )

Interest income

Interest expense

Earnings before income taxes

Loss from continuing operations before income taxes

( 25 ) ( 52 ) ( 54 ) ( 126 )

Income tax expense

Equity in earnings of affiliates

Noncontrolling interests net income

Redeemable noncontrolling interests net loss

Net loss from continuing operations

( 12 ) ( 61 ) ( 29 ) ( 126 )

Net income from discontinued operations

Noncontrolling interests net income from continuing operations

Redeemable noncontrolling interests net loss from continuing operations

Net income attributable to the parent company

$ 27 $ 16 $ 52 $ 19

Net income per share available to common stockholders

Basic loss per share from continuing operations

$ ( 0.11 ) $ ( 0.42 ) $ ( 0.26 ) $ ( 0.85 )

Basic earnings per share from discontinued operations

0.30 0.53 0.62 0.98

Basic earnings per share

$ 0.19 $ 0.11 $ 0.36 $ 0.13

Diluted loss per share from continuing operations

$ ( 0.11 ) $ ( 0.42 ) $ ( 0.26 ) $ ( 0.85 )

Diluted earnings per share from discontinued operations

0.30 0.53 0.62 0.98

Diluted earnings per share

$ 0.19 $ 0.11 $ 0.36 $ 0.13

Weighted-average common shares outstanding

143.8 145.0 144.7 144.9

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

3 unchanged sentences

Three Months Ended

Other comprehensive income (loss), net of tax:

Six Months Ended

Net loss from continuing operations

$ ( 12 ) $ ( 61 ) $ ( 29 ) $ ( 126 )

Other comprehensive income (loss) from continuing operations, net of tax:

Currency translation adjustments

35 ( 45 ) 47 ( 61 )

Hedging gains and losses

23 ( 26 ) 41 ( 28 )

Defined benefit plans

Other comprehensive income (loss)

Other comprehensive income (loss) from continuing operations

58 ( 67 ) 88 ( 84 )

Total comprehensive income (loss) from continuing operations

46 ( 128 ) 59 ( 210 )

Net income from discontinued operations

Other comprehensive income (loss) from discontinued operations, net of tax:

Currency translation adjustments

6 ( 1 ) 8 ( 5 )

Hedging gains and losses

Defined benefit plans

Other comprehensive income (loss) from discontinued operations

7 ( 1 ) 9 ( 5 )

Total comprehensive income from discontinued operations

Total comprehensive income (loss)

Comprehensive income attributable to noncontrolling interests

Comprehensive loss attributable to redeemable noncontrolling interests

96 ( 52 ) 158 ( 73 )

Comprehensive income from continuing operations attributable to noncontrolling interests

( 6 ) ( 5 ) ( 11 ) ( 9 )

Comprehensive loss from continuing operations attributable to redeemable noncontrolling interests

Comprehensive income (loss) attributable to the parent company

9 unchanged sentences

Other current assets

Current assets of disposal group held for sale

Total current assets

4 unchanged sentences

Property, plant and equipment, net

Noncurrent assets of disposal group held for sale

$ 8,139 $ 7,502

8 unchanged sentences

Other accrued liabilities

Current liabilities of disposable group held for sale

Total current liabilities

3 unchanged sentences

Other noncurrent liabilities

Noncurrent liabilities of disposal group held for sale

Total liabilities

18 unchanged sentences

(In millions)

Three Months Ended

Six Months Ended

Operating activities

Net income from discontinued operations

Net loss from continuing operations

( 29 ) ( 126 )

Amortization of deferred financing charges

2 unchanged sentences

Deferred income taxes

Pension expense, net

Change in working capital

2 unchanged sentences

Loss on disposal group previously held for sale

Net cash used in operating activities

Loss on divestiture of ownership interests

Net cash used in operating activities from continuing operations

( 31 ) ( 68 )

Net cash provided by operating activities from discontinued operations

Net cash provided by (used in) operating activities

Investing activities

2 unchanged sentences

Proceeds from sale of property, plant and equipment

Proceeds from sale of investments

Settlements of undesignated derivatives

Net cash used in investing activities from continuing operations

( 38 ) ( 161 )

Net cash used in investing activities from discontinued operations

( 22 ) ( 16 )

Net cash used in investing activities

3 unchanged sentences

Repayment of long-term debt

( 210 ) ( 30 )

Dividends paid to common stockholders

( 29 ) ( 29 )

Repurchases of common stock

Distributions to noncontrolling interests

1 unchanged sentence

Contributions from redeemable noncontrolling interests

Net cash provided by financing activities

Swap settlements

Net cash provided by (used in) financing activities

Net decrease in cash, cash equivalents and restricted cash

9 unchanged sentences

Organization and Summary of Significant Accounting Policies

Discontinued Operations

Disposal Group Previously Held for Sale

Goodwill and Other Intangible Assets

Intangible Assets

Restructuring of Operations

18 unchanged sentences

sealing and thermal-management products;

and motors, power inverters, and control systems for electric vehicles with a customer base that includes virtually every major vehicle manufacturer in the global light vehicle, medium/heavy vehicle and off-highway markets.

and motors, power inverters, and control systems for electric vehicles with a customer base that includes virtually every major on-highway vehicle manufacturer in the world.

The terms "Dana," "we," "our" and "us," when used in this report, are references to Dana.

6 unchanged sentences

Certain prior year amounts have been reclassified to conform to the current presentation.

In June 2025, we entered into a definitive agreement to sell our Off-Highway business.

The transaction is currently expected to close during the fourth quarter of 2025, subject to satisfaction of regulatory approvals and other customary conditions.

We concluded that our Off-Highway business met the criteria to be classified as held for sale in June 2025.

A component of an entity is reported in discontinued operations after meeting the criteria for held for sale classification if the disposition represents a strategic shift that has, or will have, a major effect on the entity’s operations and financial results.

We analyzed the quantitative and qualitative factors relevant to the pending divestiture of our Off-Highway business and determined that the conditions for discontinued operations presentation have been met.

As such, the financial position, results of operations and cash flows of that business are reported as discontinued operations in the accompanying consolidated financial statements.

Prior period amounts have been recast to reflect discontinued operations presentation.

See Note 2 for additional information.

Recently adopted accounting pronouncements

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

We did not adopt any new accounting pronouncements during the six months ended June 30, 2025 .

Recently issued accounting pronouncements

5 unchanged sentences

This guidance requires disaggregated income tax disclosures on the rate reconciliation and income taxes paid.

The guidance becomes effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

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

Discontinued Operations

In June 2025, we entered into a definitive agreement to sell our Off-Highway business to Allison Transmission Holdings, Inc.

(Allison) for $ 2,732 .

The sale price is subject to adjustment based on net working capital and net indebtedness balances as of the closing date.

The transaction is currently expected to close during the fourth quarter of 2025, subject to satisfaction of regulatory approvals and other customary conditions.

At closing of the transaction, Dana will enter into a transition services agreement, engineering services agreement, intellectual property and trademark license agreements, and certain supply agreements with Allison.

Services to be provided by Dana under the transition services agreement include finance, information technology, human resources and certain other administrative services for periods up to 24 months.

The major classes of line items included in net income from discontinued operations are as follows:

Three Months Ended

Six Months Ended

$ 663 $ 726 $ 1,263 $ 1,484

Cost of sales

542 588 1,039 1,214

Selling, general and administrative expenses

Amortization of intangibles

Restructuring charges, net

Other income (expense), net

( 18 ) 6 ( 25 ) 8

Earnings from discontinued operations before interest and income taxes

75 117 140 225

Interest income

Earnings from discontinued operations before income taxes

76 118 142 227

Income tax expense

Net income from discontinued operations

$ 43 $ 77 $ 90 $ 142

During the three and six months ended June 2025, we incurred $ 14 and $ 34 , respectively, of Off-Highway business divestiture transaction related costs.

These costs were attributed to discontinued operations and included in other income (expense), net in the table above.

The carrying amounts of the major classes of assets and liabilities of our Off-Highway business are as follows:

Accounts receivable - Trade

Accounts receivable - Other

Other current assets

Current assets of disposal group held for sale

$ 1,090 $ 904

Deferred tax assets

Other noncurrent assets

Operating lease assets

Property, plant and equipment, net

Noncurrent assets of disposal group held for sale

Current portion of long-term debt

Accounts payable

Accrued payroll and employee benefits

Taxes on income

Current portion of operating lease liabilities

Other accrued liabilities

Current liabilities of disposal group held for sale

Long-term debt

Noncurrent operating lease liabilities

Pension and postretirement obligations

Other noncurrent liabilities

Noncurrent liabilities of disposal group held for sale

Disposal Group Previously Held for Sale

3 unchanged sentences

The assets of the European hydraulics business are no longer held for sale and have been reclassified as held and used at the lower of their adjusted carrying value or fair value at the date the held for sale criteria was no longer met.

Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill by segment —

Balance, December 31, 2024

Currency impact

Balance, March 31, 2025

Components of other intangible assets —

March 31, 2025

Intangible Assets

Components of intangible assets —

June 30, 2025

December 31, 2024

16 unchanged sentences

$ 162 $ ( 83 ) $ 79 $ 152 $ ( 72 ) $ 80

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

March 31, 2025

Net carrying amounts of intangible assets attributable to each of our operating segments—

June 30, 2025

Light Vehicle

2 unchanged sentences

Three Months Ended

Six Months Ended

Charged to cost of sales

$ 1 $ 1 $ 2 $ 3

Charged to amortization of intangibles

Total amortization

$ 3 $ 3 $ 6 $ 7

Restructuring of Operations

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.

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 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.

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

Accrued restructuring costs and activity —

Employee Termination Benefits

Balance, March 31, 2025

$ 35 $ — $ 35

Charges to restructuring

Adjustments of accruals

Cash payments

( 9 ) ( 1 ) ( 10 )

Currency impact

Balance, June 30, 2025

$ 38 $ — $ 38

Balance, December 31, 2024

5 unchanged sentences

Currency impact

Balance, March 31, 2025

Balance, June 30, 2025

$ 38 $ — $ 38

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.

At June 30, 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 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.

As of June 30, 2025 and December 31, 2024 , we had $ 53 and $ 46 , respectively, of confirmed obligations subject to supplier finance programs presented as accounts payable within total current liabilities on the consolidated balance sheet.

Inventory components —

March 31, 2025

June 30, 2025

December 31, 2024

3 unchanged sentences

Cash, cash equivalents and restricted cash —

March 31, 2025

June 30, 2025

December 31, 2024

March 31, 2024

June 30, 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 quarter of 2025.

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

Share repurchase program — On June 8, 2025 our Board of Directors approved a stock repurchase program of up to an aggregate of $ 1,000 less any amount of special dividends distributed in connection with the sale of the Off-Highway business.

The program expires on December 31, 2027.

On June 17, 2025, pursuant to the program, we spent $ 251 to repurchase 14,286,505 shares of our common stock from the Icahn Group, which represented all of the shares held by the Icahn Group.

Additionally, under the program, we spent $ 6 to repurchase 320,778 shares of our common stock during the second quarter of 2025 through open market transactions.

Approximately $ 743 remained available under the program for future share repurchases as of June 30, 2025.

The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a non-deductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.

We reflect the applicable excise tax as part of the cost basis of the stock repurchased and record a corresponding liability for the excise taxes payable in other accrued liabilities on our consolidated balance sheet.

Excise taxes when paid will be reflected in financing activities in the consolidated statement of cash flows.

All dollar amounts presented in this report related to our share repurchases and our share repurchase authorization exclude such excise taxes, to the extent applicable, unless otherwise indicated.

Changes in equity —

14 unchanged sentences

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

Other comprehensive income

Common stock dividends and dividend equivalents

( 15 ) ( 15 )

Distributions to noncontrolling interests

Repurchase and retirement of shares

( 1 ) ( 258 ) ( 259 )

Sale of noncontrolling interests

Stock compensation

Balance, June 30, 2025

$ 1 $ 2,045 $ 226 $ ( 21 ) $ ( 1,047 ) $ 66 $ 1,270

Additional Paid-In Capital

15 unchanged sentences

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

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

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

12 unchanged sentences

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

Currency translation adjustments

Reclassification of amount to net income (a)

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

( 6 ) ( 1 ) ( 7 )

Other comprehensive income (loss)

Balance, June 30, 2025

$ ( 924 ) $ 13 $ ( 136 ) $ ( 1,047 )

Parent Company Stockholders

14 unchanged sentences

( 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)

Tax (expense) benefit

Other comprehensive income (loss)

( 45 ) ( 26 ) 4 ( 67 )

Balance, June 30, 2024

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

(a) Realized gains and losses from currency-related forward contracts associated with forecasted transactions or from other derivative instruments treated as cash flow hedges are reclassified from AOCI into the same line item in the consolidated statement of operations in which the underlying forecasted transaction or other hedged item is recorded.

11 unchanged sentences

Three Months Ended

Six Months Ended

Balance, beginning of period

$ 189 $ 197 $ 189 $ 191

Capital contribution from redeemable noncontrolling interests

4 unchanged sentences

Balance, end of period

$ 189 $ 205 $ 189 $ 205

Earnings per Share

1 unchanged sentence

Three Months Ended

Net income available to common stockholders - Numerator basic and diluted

Six Months Ended

Net loss from continuing operations

$ ( 12 ) $ ( 61 ) $ ( 29 ) $ ( 126 )

Noncontrolling interests net income from continuing operations

Redeemable noncontrolling interests net loss from continuing operations

Net loss from continuing operations attributable to the parent company

( 16 ) ( 61 ) ( 38 ) ( 123 )

Net income from discontinued operations

Net income attributable to the parent company

$ 27 $ 16 $ 52 $ 19

Weighted-average common shares outstanding - Basic

143.8 145.0 144.7 144.9

Employee compensation-related shares

Weighted-average common shares outstanding - Diluted

143.8 145.0 144.7 144.9

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 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.

We excluded 0.3 and 0.2 million CSEs from the calculation of diluted earnings per share for the second quarters of 2025 and 2024 and excluded 0.2 million and 2.1 million of CSEs for the respective year-to-date periods 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 1.7 and 0.2 million for the second quarters of 2025 and 2024 and excluded 1.5 million for the year-to-date 2025 period as a result of the loss from continuing operations for these periods.

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 three months ended March 31, 2025 .

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 six months ended June 30, 2025 .

(In millions)

8 unchanged sentences

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 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.

During the six months ended June 30, 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 .

During the six months ended June 30, 2025 , we paid $ 2.4 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 $ 11 and $ 8 in the second quarters of 2025 and 2024 and expense of $ 23 and $ 14 during the respective year-to-date periods of 2025 and 2024.

At June 30, 2025 , the total unrecognized compensation cost related to the nonvested awards granted and expected to vest was $ 32 .

This cost is expected to be recognized over a weighted-average period of 1.5 years.

3 unchanged sentences

Components of net periodic benefit cost —

Three Months Ended March 31,

Three Months Ended June 30,

Interest cost

3 unchanged sentences

Amortization of net actuarial loss (gain)

1 2 ( 1 ) ( 1 )

Net periodic benefit cost

$ 1 $ 3 $ — $ 5 $ ( 1 ) $ —

Six Months Ended June 30,

Interest cost

$ 10 $ 5 $ 10 $ 6 $ 1 $ 1

Expected return on plan assets

( 11 ) ( 1 ) ( 12 ) ( 1 )

Amortization of net actuarial loss (gain)

2 3 1 ( 2 ) ( 1 )

Net periodic benefit cost (credit)

$ 1 $ 6 $ 1 $ 8 $ ( 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

March 31, 2025

June 30, 2025

December 31, 2024

Senior Notes due April 15, 2025

* $ 200 $ 200

Senior Notes due November 15, 2027

10 unchanged sentences

$ 2,568 $ 2,387

In conjunction with the issuance of the April 2025 Notes, we entered into 8 -year fixed-to-fixed cross-currency swaps which have the effect of economically converting the April 2025 Notes to euro-denominated debt at a fixed rate of 3.850 %.

In conjunction with the issuance of the April 2025 Notes, we entered into 8 -year fixed-to-fixed cross-currency swaps which had the effect of economically converting the April 2025 Notes to euro-denominated debt at a fixed rate of 3.850 %.

See Note 13 for additional information.

18 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.

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.

Advances under the Revolving Facility bear interest at a floating rate based on, at our option, the base rate or the Term Secured Overnight Financing Rate ("SOFR") (each as described in the credit agreement) plus a margin as set forth below:

Credit agreement — On July 31, 2025, we amended our credit and guaranty agreement to include a $ 250 Term A Facility.

Borrowings under the Term A Facility bear interest at a floating rate based on Term Secured Overnight Financing Rate ("SOFR") (as described in the credit agreement) plus a margin.

The Term A Facility matures at the earlier of five business days after the consummation of the Off-Highway business sale or July 30, 2026.

We are required to make quarterly installments on the Term A Facility on the last day of each quarter commencing on December 31, 2025 in an amount equal to 10 % of the original amount borrowed adjusted for any prepayments.

On July 31, 2025, we fully drew the Term A Facility and used the proceeds to pay down outstanding borrowings on our Revolving Facility.

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

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

Advances under the Revolving Facility bear interest at a floating rate based on, at our option, the base rate or the SOFR (each as described in the credit agreement) plus a margin as set forth below:

Total Net Leverage Ratio

13 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 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.

At June 30, 2025 , we had $ 525 of outstanding borrowings under the Revolving Facility and had utilized $ 10 for letters of credit.

We had availability at June 30, 2025 under the Revolving Facility of $ 615 after deducting outstanding borrowings and letters of credit.

Debt covenants — At June 30, 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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Currency forward contracts

8 unchanged sentences

Other noncurrent assets

Cash flow hedges

Other noncurrent liabilities

Fair Value Level 2 assets and liabilities reflect the use of significant other observable inputs.

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

March 31, 2025

June 30, 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 March 31, 2025 :

The following fixed-to-fixed cross-currency swaps were outstanding at June 30, 2025 :

Underlying Financial Instrument

1 unchanged sentence

Notional Amount Traded Amount

April 2025 Notes*

$ 200 5.75 % $ 200 € 185 5.75 % 3.85 %

Luxembourg Intercompany Notes

€ 278 3.70 % € 278 $ 300 5.38 % 3.70 %

Luxembourg Intercompany Notes

€ 278 3.70 % € 278 $ 300 5.38 % 3.70 %

Undesignated 2026 Swap

2 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.

2 unchanged sentences

Additionally, to the extent the swaps remain effective, the appropriate portion of AOCI will be reclassified to earnings each period as an offset to the foreign exchange gain or loss resulting from the remeasurement of the underlying designated financial instruments.

See Note 11 for additional information about the April 2025 Notes.

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

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 :

The total notional amount of outstanding foreign currency forward contracts, involving the exchange of various currencies, was $ 1,156 at June 30, 2025 and $ 1,147 at December 31, 2024 .

The total notional amount of outstanding foreign currency swaps, including the fixed-to-fixed cross-currency swaps, was $ 715 at June 30, 2025 and $ 951 at December 31, 2024 .

The following currency derivatives were outstanding at June 30, 2025 :

Notional Amount (U.S.

2 unchanged sentences

Traded Currency

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

euro, Canadian dollar, Mexican peso

$ 323 $ 38 $ 361 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

dollar, Australian dollar, Swiss franc, Chinese renminbi, British pound, Hungarian forint, Mexican peso, Swedish krona

562 9 571 Sep-2027

dollar, euro, British pound

79 79 Dec-2025

51 51 Mar-2026

Brazilian real

2 unchanged sentences

dollar, euro, Thai baht

62 62 May-2025

38 38 Nov-2025

Canadian dollar

3 unchanged sentences

16 12 28 Dec-2025

Chinese renminbi

dollar, euro, Canadian dollar

Swedish krona

14 unchanged sentences

Deferred Gain (Loss) in AOCI

March 31, 2025

June 30, 2025

December 31, 2024

6 unchanged sentences

Three Months Ended

Six Months Ended

Derivatives Designated as Cash Flow Hedges

2 unchanged sentences

Cost of sales

1,797 1,930 3,460 3,833

Other income (expense), net

( 10 ) ( 8 ) ( 11 ) ( 8 )

(Gain) or loss on cash flow hedging relationships

2 unchanged sentences

Cost of sales

5 ( 7 ) 12 ( 16 )

Other income (expense), net

2 unchanged sentences

Other income (expense), net

26 ( 4 ) 52 ( 18 )

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

Six Months Ended

Derivatives Not Designated as Hedging Instruments

2 unchanged sentences

Cost of sales

$ 1 $ 2 $ — $ 2

Other income (expense), net

( 11 ) ( 3 ) ( 17 ) ( 1 )

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 $ 15 at both March 31, 2025 and December 31, 2024 .

Environmental liabilities — Accrued environmental liabilities were $ 14 at June 30, 2025 and $ 13 at December 31, 2024 .

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

Guarantee of lease obligations — In connection with the divestiture of our Structural Products business in 2010, leases covering three U.S.

facilities were assigned to a U.S.

affiliate of Metalsa.

Under the terms of the sale agreement, we will guarantee the affiliate’s performance under the leases, which run through June 2025, including approximately $ 6 of annual payments.

In the event of a required payment by Dana as guarantor, we are entitled to pursue full recovery from Metalsa of the amounts paid under the guarantee and to take possession of the leased property.

Other legal matters — We are subject to various pending or threatened legal proceedings arising out of the normal course of business or operations.

8 unchanged sentences

Three Months Ended

Six Months Ended

Balance, beginning of period

$ 87 $ 86 $ 88 $ 86

Amounts accrued for current period sales

3 unchanged sentences

Currency impact

1 ( 1 ) 1 ( 1 )

Balance, end of period

$ 84 $ 86 $ 84 $ 86

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.

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

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.

We reported income tax expense of $ 10 and $ 12 for the second quarters of 2025 and 2024 and income tax expense of $ 0 and $ 5 for the respective year-to-date periods.

Our effective tax rates were 0 % and ( 4 )% for the six months ended June 30, 2025 and 2024.

During the first six months 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, $ 9 of tax expense for income tax reserves associated with prior tax years in foreign jurisdictions and expense of $ 6 resulting from the sale of Dana's ownership interest in an equity method investment.

During the first six months of 2024, we recorded tax expense of $ 11 for valuation allowances related to foreign jurisdictions and $ 11 due to revisions in our assertions on unremitted earnings in foreign jurisdictions.

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

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The effective income tax rate may vary significantly due to fluctuations in the amounts and sources, both foreign and domestic, of pretax income and changes in the amounts of non-deductible expenses.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the 2017 Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company is currently assessing its impact on the consolidated financial statements.

Other Income (Expense), Net

Three Months Ended

Six Months Ended

Non-service cost components of pension and OPEB costs

2 unchanged sentences

Foreign exchange gain (loss)

( 1 ) ( 6 ) ( 6 ) ( 6 )

Strategic transaction expenses

( 5 ) ( 3 ) ( 6 ) ( 4 )

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

( 1 ) 1 ( 1 )

Loss on divestiture of ownership interests

Other income (expense), net

$ ( 10 ) $ ( 8 ) $ ( 11 ) $ ( 8 )

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

On June 6, 2025, we sold our ownership interest in Switch Mobility Limited, recognizing an $ 8 pre-tax loss on the transaction.

See Note 20 for additional information.

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 $ 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 .

We had $ 4 and $ 4 recorded in other current assets and $ 16 and $ 27 recorded in other noncurrent assets at June 30, 2025 and December 31, 2024 .

Certain of our customer contracts include rebate incentives.

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See Note 15 for additional information.

Contract liabilities are primarily comprised of cash deposits made by customers with cash in advance payment terms.

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

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

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

Contract liabilities are primarily comprised of cash deposits made by customers with cash in advance payment terms and upfront payments from customers related to multi-year programs.

We had $ 6 and $ 6 recorded in other accrued liabilities and $ 11 and $ 1 recorded on other noncurrent liabilities at June 30, 2025 and December 31, 2024 .

Disaggregation of revenue —

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Three Months Ended

Six Months Ended

Light Vehicle

North America

$ 928 $ 960 $ 1,745 $ 1,910

192 200 373 390

South America

58 71 105 127

157 170 325 336

$ 1,335 $ 1,401 $ 2,548 $ 2,763

Commercial Vehicle

North America

South America

North America

$ 229 $ 298 $ 460 $ 593

194 184 374 382

South America

125 120 233 236

$ 600 $ 646 $ 1,168 $ 1,299

North America

$ 1,157 $ 1,258 $ 2,205 $ 2,503

386 384 747 772

South America

183 191 338 363

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

We also serve the stationary industrial market.

Our technologies include drive systems (axles, driveshafts, transmissions, and wheel and track drives);

motion systems (winches, slew drives, and hub drives);

209 214 426 424

$ 1,935 $ 2,047 $ 3,716 $ 4,062

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

Our technologies include drive systems (axles, driveshafts and transmissions);

electrodynamic technologies (motors, inverters, software and control systems, battery-management systems, and fuel cell plates);

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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).

In addition, in June 2025 we entered into a definitive agreement to sell our Off-Highway business to Allison Transmission Holdings, Inc.

See Note 2 for additional information.

Certain operations that fall outside of the proposed sale perimeter, including certain Dana TM4 joint venture operations and our European hydraulics business, have been integrated into our Commercial Vehicle Systems and Light Vehicle Systems operating segments, respectively.

We now serve our global light vehicle and medium/heavy vehicle markets through two operating segments – Light Vehicle Systems (Light Vehicle) and Commercial Vehicle Systems (Commercial Vehicle).

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.

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

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

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Our segments are charged for corporate and other shared administrative costs.

Certain corporate and other administrative costs that were historically charged to our Off-Highway business, that are not permitted to be reflected as part of discontinued operations, have been recast and are included within the "corporate expense and other items, net" line of the reconciliation of segment EBITDA to loss from continuing operations before income taxes.

Segment EBITDA may not be comparable to similarly titled measures reported by other companies.

Segment information —

Three months ended March 31, 2025

Three months ended June 30, 2025

External sales

6 unchanged sentences

Cost of sales

1,114 520 506

Selling, general and administrative expenses

4 unchanged sentences

$ 30 $ 4 $ 3 $ 37

Segment net assets (b)

Segment net assets (b) - June 30, 2025

$ 595 $ 542 $ ( 75 ) $ 1,062

Three months ended March 31, 2024

Three months ended June 30, 2024

External sales

6 unchanged sentences

Cost of sales

Selling, general and administrative expenses

Other segment items (a)

Segment EBITDA

$ 90 $ 39 $ 129

Purchases of property, plant and equipment

$ 78 $ 21 $ 5 $ 104

Segment net assets (b) - December 31, 2024

$ 463 $ 426 $ ( 72 ) $ 817

Six months ended June 30, 2025

External sales

$ 2,548 $ 1,168 $ 3,716

Inter-segment sales

2,619 1,210 3,829

Reconciliation of sales

Elimination of inter-segment sales

Total consolidated sales

Cost of sales

Selling, general and administrative expenses

4 unchanged sentences

$ 79 $ 16 $ 9 $ 104

Segment net assets (b)

Six months ended June 30, 2024

External sales

$ 2,763 $ 1,299 $ 4,062

Inter-segment sales

2,841 1,344 4,185

Reconciliation of sales

Elimination of inter-segment sales

Total consolidated sales

Cost of sales

Selling, general and administrative expenses

Other segment items (a)

Segment EBITDA

$ 168 $ 72 $ 240

Purchases of property, plant and equipment

$ 116 $ 38 $ 7 $ 161

(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 —

Reconciliation of segment EBITDA to loss from continuing operations before income taxes —

Three Months Ended

Six Months Ended

Segment EBITDA

$ 159 $ 129 $ 268 $ 240

Corporate expense and other items, net

( 12 ) ( 19 ) ( 28 ) ( 40 )

( 89 ) ( 91 ) ( 171 ) ( 170 )

( 3 ) ( 3 ) ( 6 ) ( 7 )

Non-service cost components of pension and OPEB costs

( 2 ) ( 4 ) ( 4 ) ( 7 )

Restructuring charges, net

( 11 ) ( 11 ) ( 13 ) ( 16 )

Stock compensation expense

( 11 ) ( 8 ) ( 23 ) ( 14 )

Strategic transaction expenses

( 5 ) ( 3 ) ( 6 ) ( 4 )

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

( 1 ) 1 ( 1 )

Supplier capacity charge adjustment

Loss on divestiture of ownership interests

Loss on disposal group previously held for sale

Earnings before interest and income taxes

( 3 ) ( 1 ) ( 6 ) ( 2 )

Earnings (loss) from continuing operations before interest and income taxes

16 ( 13 ) 24 ( 51 )

Interest income

Interest expense

Earnings before income taxes

Loss from continuing operations before income taxes

$ ( 25 ) $ ( 52 ) $ ( 54 ) $ ( 126 )

Reconciliation of segment net assets to consolidated total assets —

June 30, December 31,

Segment net assets

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Property, plant and equipment, net

Noncurrent assets of disposal group held for sale

$ 8,139 $ 7,502

Equity Affiliates

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 March 31, 2025 —

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

Equity method investments at June 30, 2025 —

Ownership Percentage

1 unchanged sentence

ROC-Spicer, Ltd.

Axles India Limited

Tai Ya Investment (HK) Co., Limited

3 unchanged sentences

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.

On April 25, 2025, we sold our 48 % ownership interest in Axles India Limited for $ 43 in cash.

The $ 19 pre-tax gain on the transaction is included in equity in earnings of affiliates.

On June 6, 2025, we sold our ownership interest in Switch Mobility Limited for $ 10 .

The $ 8 pre-tax loss on the transaction is included in other income (expense), net.

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