DANA Inc 10-Q

ITEM 1. FINANCIAL STATEMENTS Dana Incorporated Consolidated Statement of Operations (Unaudited) (In millions, except per share amounts) Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 Net sales $ 1,935 $ 2,047 $ 3,716 $ 4,062 Costs and expenses Cost of sales 1,797 1,930 3,460 3,833 Selling, general and administrative expenses 99 108 204 222 Amortization of intangibles 2 2 4 4 Restructuring charges, net 11 11 13 16 Loss on disposal group previously held for sale ( 1 ) ( 30 ) Other income (expense), net ( 10 ) ( 8 ) ( 11 ) ( 8 ) Earnings (loss) from continuing operations before interest and income taxes 16 ( 13 ) 24 ( 51 ) Interest income 3 1 5 4 Interest expense 44 40 83 79 Loss from continuing operations before income taxes ( 25 ) ( 52 ) ( 54 ) ( 126 ) Income tax expense 10 12 5 Equity in earnings of affiliates 23 3 25 5 Net loss from continuing operations ( 12 ) ( 61 ) ( 29 ) ( 126 ) Net income from discontinued operations 43 77 90 142 Net income 31 16 61 16 Less: Noncontrolling interests net income from continuing operations 4 5 9 10 Less: Redeemable noncontrolling interests net loss from continuing operations ( 5 ) ( 13 ) 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 Basic 143.8 145.0 144.7 144.9 Diluted 143.8 145.0 144.7 144.9 The accompanying notes are an integral part of the consolidated financial statements. 3 Table of Contents Dana Incorporated Consolidated Statement of Comprehensive Income (Unaudited) (In millions) Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 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 4 5 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 43 77 90 142 Other comprehensive income (loss) from discontinued operations, net of tax: Currency translation adjustments 6 ( 1 ) 8 ( 5 ) Hedging gains and losses 1 1 Defined benefit plans Other comprehensive income (loss) from discontinued operations 7 ( 1 ) 9 ( 5 ) Total comprehensive income from discontinued operations 50 76 99 137 Total comprehensive income (loss) 96 ( 52 ) 158 ( 73 ) Less: Comprehensive income from continuing operations attributable to noncontrolling interests ( 6 ) ( 5 ) ( 11 ) ( 9 ) Less: Comprehensive loss from continuing operations attributable to redeemable noncontrolling interests 6 17 Comprehensive income (loss) attributable to the parent company $ 90 $ ( 51 ) $ 147 $ ( 65 ) The accompanying notes are an integral part of the consolidated financial statements. 4 Table of Contents Dana Incorporated Consolidated Balance Sheet (Unaudited) (In millions, except share and per share amounts) June 30, December 31, 2025 2024 Assets Current assets Cash and cash equivalents $ 486 $ 494 Accounts receivable Trade, less allowance for doubtful accounts of $ 16 in 2025 and $ 13 in 2024 1,143 890 Other 218 220 Inventories 1,105 1,047 Other current assets 145 148 Current assets of disposal group held for sale 1,090 904 Total current assets 4,187 3,703 Intangibles 79 80 Deferred tax assets 506 514 Other noncurrent assets 92 118 Investments in affiliates 98 125 Operating lease assets 275 258 Property, plant and equipment, net 1,921 1,831 Noncurrent assets of disposal group held for sale 981 873 Total assets $ 8,139 $ 7,502 Liabilities, redeemable noncontrolling interests and equity Current liabilities Short-term debt $ 530 $ 8 Current portion of long-term debt 22 214 Accounts payable 1,186 1,120 Accrued payroll and employee benefits 182 176 Taxes on income 51 68 Current portion of operating lease liabilities 39 35 Other accrued liabilities 307 315 Current liabilities of disposable group held for sale 753 624 Total current liabilities 3,070 2,560 Long-term debt, less debt issuance costs of $ 18 in 2025 and $ 19 in 2024 2,568 2,387 Noncurrent operating lease liabilities 242 233 Pension and postretirement obligations 259 233 Other noncurrent liabilities 337 321 Noncurrent liabilities of disposal group held for sale 204 183 Total liabilities 6,680 5,917 Commitments and contingencies (Note 14) Redeemable noncontrolling interests 189 189 Parent company stockholders' equity Preferred stock, 50,000,000 shares authorized, $ 0.01 par value, no shares outstanding — — Common stock, 450,000,000 shares authorized, $ 0.01 par value, 131,134,460 and 144,993,614 shares outstanding 1 2 Additional paid-in capital 2,045 2,282 Retained earnings 226 204 Treasury stock, at cost ( 1,314,000 and 837,803 shares) ( 21 ) ( 13 ) Accumulated other comprehensive loss ( 1,047 ) ( 1,142 ) Total parent company stockholders' equity 1,204 1,333 Noncontrolling interests 66 63 Total equity 1,270 1,396 Total liabilities, redeemable noncontrolling interests and equity $ 8,139 $ 7,502 The accompanying notes are an integral part of the consolidated financial statements. 5 Table of Contents Dana Incorporated Consolidated Statement of Cash Flows (Unaudited) (In millions) Six Months Ended June 30, 2025 2024 Operating activities Net income $ 61 $ 16 Less: Net income from discontinued operations 90 142 Net loss from continuing operations ( 29 ) ( 126 ) Depreciation 171 170 Amortization 6 7 Amortization of deferred financing charges 3 3 Earnings of affiliates, net of dividends received ( 25 ) ( 3 ) Stock compensation expense 23 14 Deferred income taxes ( 26 ) 29 Change in working capital ( 202 ) ( 181 ) Change in other noncurrent assets and liabilities ( 13 ) 2 Loss on disposal group previously held for sale 30 Loss on divestiture of ownership interests 7 Other, net 54 ( 13 ) Net cash used in operating activities from continuing operations ( 31 ) ( 68 ) Net cash provided by operating activities from discontinued operations 26 181 Net cash provided by (used in) operating activities ( 5 ) 113 Investing activities Purchases of property, plant and equipment ( 104 ) ( 161 ) Proceeds from sale of property, plant and equipment 11 Proceeds from sale of investments 57 Settlements of undesignated derivatives ( 6 ) ( 4 ) Other, net 4 4 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 ( 60 ) ( 177 ) Financing activities Net change in short-term debt 522 ( 4 ) Repayment of long-term debt ( 210 ) ( 30 ) Dividends paid to common stockholders ( 29 ) ( 29 ) Repurchases of common stock ( 257 ) Distributions to noncontrolling interests ( 3 ) ( 5 ) Collection of note receivable from noncontrolling interest 11 Contributions from redeemable noncontrolling interests 18 Swap settlements ( 14 ) Other, net ( 8 ) 9 Net cash provided by (used in) financing activities 1 ( 30 ) Net decrease in cash, cash equivalents and restricted cash ( 64 ) ( 94 ) Cash, cash equivalents and restricted cash – beginning of period 512 563 Effect of exchange rate changes on cash balances 53 ( 29 ) Cash, cash equivalents and restricted cash – end of period (Note 6) $ 501 $ 440 Non-cash investing activity Purchases of property, plant and equipment held in accounts payable $ 29 $ 27 The accompanying notes are an integral part of the consolidated financial statements. 6 Table of Contents Dana Incorporated Index to Notes to Consolidated Financial Statements 1. Organization and Summary of Significant Accounting Policies 2. Discontinued Operations 3. Disposal Group Previously Held for Sale 4. Intangible Assets 5. Restructuring of Operations 6. Supplemental Balance Sheet and Cash Flow Information 7. Stockholders' Equity 8. Redeemable Noncontrolling Interests 9. Earnings per Share 10. Stock Compensation 11. Pension and Postretirement Benefit Plans 12. Financing Agreements 13. Fair Value Measurements and Derivatives 14. Commitments and Contingencies 15. Warranty Obligations 16. Income Taxes 17. Other Income (Expense), Net 18. Revenue from Contracts with Customers 19. Segments 20. Equity Affiliates 7 Table of Contents Notes to Consolidated Financial Statements (Unaudited) (In millions, except share and per share amounts) Note 1. Organization and Summary of Significant Accounting Policies General Dana Incorporated (Dana) is headquartered in Maumee, Ohio and was incorporated in Delaware in 2007. Dana is a global provider of high technology driveline (axles, driveshafts and transmissions); sealing and thermal-management products; and motors, power inverters, and control systems for electric vehicles 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. These references include the subsidiaries of Dana unless otherwise indicated or the context requires otherwise. Summary of significant accounting policies Basis of presentation — Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information. These statements are unaudited, but in the opinion of management include all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the results for the interim periods. The results reported in these consolidated financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. The financial information included herein should be read in conjunction with the consolidated financial statements in Item 8 of our Annual Report on Form 10 -K for the year ended December 31, 2024 (the 2024 Form 10 -K). 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 six months ended June 30, 2025 . 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. In December 2023, the FASB issued ASU 2023 - 09, Improvements to Income Tax Disclosures. This guidance requires disaggregated income tax disclosures on the rate reconciliation and income taxes paid. The guidance 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. Note 2. 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. 8 Table of Contents The major classes of line items included in net income from discontinued operations are as follows: Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 Net sales $ 663 $ 726 $ 1,263 $ 1,484 Cost of sales 542 588 1,039 1,214 Selling, general and administrative expenses 28 24 55 49 Amortization of intangibles 1 2 2 3 Restructuring charges, net ( 1 ) 1 2 1 Other income (expense), net ( 18 ) 6 ( 25 ) 8 Earnings from discontinued operations before interest and income taxes 75 117 140 225 Interest income 1 1 2 2 Earnings from discontinued operations before income taxes 76 118 142 227 Income tax expense 33 41 52 85 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: June 30, December 31, 2025 2024 Accounts receivable - Trade $ 411 $ 305 Accounts receivable - Other 39 41 Inventories 557 500 Other current assets 83 58 Current assets of disposal group held for sale $ 1,090 $ 904 Goodwill $ 276 $ 250 Intangibles 72 70 Deferred tax assets 91 64 Other noncurrent assets 53 71 Operating lease assets 44 35 Property, plant and equipment, net 445 383 Noncurrent assets of disposal group held for sale $ 981 $ 873 Current portion of long-term debt $ 1 $ — Accounts payable 481 402 Accrued payroll and employee benefits 83 60 Taxes on income 11 Current portion of operating lease liabilities 9 9 Other accrued liabilities 168 153 Current liabilities of disposal group held for sale $ 753 $ 624 Long-term debt $ 32 $ 2 Noncurrent operating lease liabilities 34 25 Pension and postretirement obligations 65 62 Other noncurrent liabilities 73 94 Noncurrent liabilities of disposal group held for sale $ 204 $ 183 Note 3. Disposal Group Previously Held for Sale 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 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. 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. 9 Table of Contents Note 4. Intangible Assets Components of intangible assets — June 30, 2025 December 31, 2024 Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Impairment and Amortization Net Carrying Amount Gross Carrying Amount Accumulated Impairment and Amortization Net Carrying Amount Amortizable intangible assets Core technology 10 $ 52 $ ( 30 ) $ 22 $ 47 $ ( 25 ) $ 22 Trademarks and trade names 17 3 ( 3 ) 2 ( 2 ) Customer relationships 10 68 ( 50 ) 18 65 ( 45 ) 20 Non-amortizable intangible assets Trademarks and trade names 39 39 38 38 $ 162 $ ( 83 ) $ 79 $ 152 $ ( 72 ) $ 80 Net carrying amounts of intangible assets attributable to each of our operating segments— June 30, 2025 Light Vehicle $ 10 Commercial Vehicle 69 $ 79 Amortization expense related to amortizable intangible assets — Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 Charged to cost of sales $ 1 $ 1 $ 2 $ 3 Charged to amortization of intangibles 2 2 4 4 Total amortization $ 3 $ 3 $ 6 $ 7 10 Table of Contents Note 5. 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 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 half of 2025, we continued to execute on these initiatives. Accrued restructuring costs and activity — Employee Termination Benefits Exit Costs Total Balance, March 31, 2025 $ 35 $ — $ 35 Charges to restructuring 11 1 12 Adjustments of accruals ( 1 ) ( 1 ) Cash payments ( 9 ) ( 1 ) ( 10 ) Currency impact 2 2 Balance, June 30, 2025 $ 38 $ — $ 38 Balance, December 31, 2024 $ 44 $ 1 $ 45 Charges to restructuring 13 3 16 Adjustments of accruals ( 3 ) ( 3 ) Cash payments ( 19 ) ( 4 ) ( 23 ) Currency impact 3 3 Balance, June 30, 2025 $ 38 $ — $ 38 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. Note 6. Supplemental Balance Sheet and Cash Flow Information Supplier finance programs — 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 — June 30, 2025 December 31, 2024 Raw materials $ 489 $ 456 Work in process and finished goods 616 591 Total $ 1,105 $ 1,047 Cash, cash equivalents and restricted cash — June 30, 2025 December 31, 2024 June 30, 2024 December 31, 2023 Cash and cash equivalents $ 486 $ 494 $ 419 $ 529 Restricted cash included in other current assets 5 9 11 23 Restricted cash included in other noncurrent assets 10 9 10 11 Total cash, cash equivalents and restricted cash $ 501 $ 512 $ 440 $ 563 11 Table of Contents Note 7. Stockholders’ Equity 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 — 2025 Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Non-controlling Interests Total Equity Balance, December 31, 2024 $ 2 $ 2,282 $ 204 $ ( 13 ) $ ( 1,142 ) $ 63 $ 1,396 Net income 25 5 30 Other comprehensive income 32 32 Common stock dividends and dividend equivalents ( 15 ) ( 15 ) Distributions to noncontrolling interests ( 1 ) ( 1 ) Stock compensation 12 12 Stock withheld for employee taxes ( 8 ) ( 8 ) Balance, March 31, 2025 2 2,294 214 ( 21 ) ( 1,110 ) 67 1,446 Net income 27 4 31 Other comprehensive income 63 2 65 Common stock dividends and dividend equivalents ( 15 ) ( 15 ) Distributions to noncontrolling interests ( 2 ) ( 2 ) Repurchase and retirement of shares ( 1 ) ( 258 ) ( 259 ) Sale of noncontrolling interests ( 5 ) ( 5 ) Stock compensation 9 9 Balance, June 30, 2025 $ 1 $ 2,045 $ 226 $ ( 21 ) $ ( 1,047 ) $ 66 $ 1,270 2024 Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Loss Non-controlling Interests Total Equity Balance, December 31, 2023 $ 2 $ 2,255 $ 317 $ ( 9 ) $ ( 990 ) $ 62 $ 1,637 Net income 3 5 8 Other comprehensive loss ( 17 ) ( 1 ) ( 18 ) Common stock dividends and dividend equivalents ( 15 ) ( 15 ) Distributions to noncontrolling interests ( 1 ) ( 1 ) Redeemable noncontrolling interests adjustment to redemption value ( 8 ) ( 8 ) Stock compensation 5 5 Stock withheld for employee taxes ( 4 ) ( 4 ) Balance, March 31, 2024 2 2,260 297 ( 13 ) ( 1,007 ) 65 1,604 Net income 16 5 21 Other comprehensive loss ( 67 ) ( 67 ) Common stock dividends and dividend equivalents ( 15 ) ( 15 ) Distributions to noncontrolling interests ( 1 ) ( 1 ) Redeemable noncontrolling interests adjustment to redemption value ( 5 ) ( 5 ) Stock compensation 7 7 Balance, June 30, 2024 $ 2 $ 2,267 $ 293 $ ( 13 ) $ ( 1,074 ) $ 69 $ 1,544 12 Table of Contents Changes in each component of accumulated other comprehensive income (loss) (AOCI) of the parent — Parent Company Stockholders 2025 Foreign Currency Translation Hedging Defined Benefit Plans Accumulated Other Comprehensive Loss Balance, December 31, 2024 $ ( 977 ) $ ( 29 ) $ ( 136 ) $ ( 1,142 ) Currency translation adjustments 14 14 Holding gains and losses ( 11 ) ( 11 ) Reclassification of amount to net income (a) 34 34 Tax expense ( 5 ) ( 5 ) Other comprehensive income 14 18 — 32 Balance, March 31, 2025 ( 963 ) ( 11 ) ( 136 ) ( 1,110 ) Currency translation adjustments 39 39 Reclassification of amount to net income (a) 30 30 Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b) 1 1 Tax expense ( 6 ) ( 1 ) ( 7 ) Other comprehensive income (loss) 39 24 — 63 Balance, June 30, 2025 $ ( 924 ) $ 13 $ ( 136 ) $ ( 1,047 ) Parent Company Stockholders 2024 Foreign Currency Translation Hedging Defined Benefit Plans Accumulated Other Comprehensive Loss Balance, December 31, 2023 $ ( 868 ) $ 20 $ ( 142 ) $ ( 990 ) Currency translation adjustments ( 16 ) ( 16 ) Holding gains and losses 9 9 Reclassification of amount to net income (a) ( 11 ) ( 11 ) Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b) 1 1 Tax expense — 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) ( 8 ) ( 8 ) Other 3 3 Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b) 2 2 Tax (expense) benefit 5 ( 1 ) 4 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. See Note 13 for additional details. (b) See Note 11 for additional details. 13 Table of Contents Note 8. Redeemable Noncontrolling Interests Hydro-Québec owns a 45 % redeemable noncontrolling interest in Dana TM4 Inc., Dana TM4 Electric Holdings BV and Dana TM4 USA, LLC. The terms of the joint venture agreement provide Hydro-Québec with the right to put all, and not less than all, of its ownership interests in Dana TM4 Inc., Dana TM4 Electric Holdings BV and Dana TM4 USA, LLC to Dana at fair value. We estimate the fair value of the redemption value using an income-based approach based on discounted cash flow projections. In determining fair value using discounted cash flow projections, we make significant assumptions and estimates about the extent and timing of future cash flows, including revenue growth rates, projected EBITDA, discount rate, capital expenditures and terminal growth rate. 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 — Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 Balance, beginning of period $ 189 $ 197 $ 189 $ 191 Capital contribution from redeemable noncontrolling interests 9 18 Adjustment to redemption value 5 13 Comprehensive income (loss) adjustments: Net loss attributable to redeemable noncontrolling interests ( 5 ) ( 13 ) Other comprehensive loss attributable to redeemable noncontrolling interests ( 1 ) ( 4 ) Balance, end of period $ 189 $ 205 $ 189 $ 205 Note 9. Earnings per Share Reconciliation of the numerators and denominators of the earnings per share calculations — Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 Net loss from continuing operations $ ( 12 ) $ ( 61 ) $ ( 29 ) $ ( 126 ) Less: Noncontrolling interests net income from continuing operations 4 5 9 10 Less: Redeemable noncontrolling interests net loss from continuing operations ( 5 ) ( 13 ) Net loss from continuing operations attributable to the parent company ( 16 ) ( 61 ) ( 38 ) ( 123 ) Net income from discontinued operations 43 77 90 142 Net income attributable to the parent company $ 27 $ 16 $ 52 $ 19 Denominator: 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 0.3 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. 14 Table of Contents Note 10. 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 six months ended June 30, 2025 . Granted Grant Date (In millions) Fair Value* RSUs 0.9 $ 16.33 PSUs 0.4 $ 18.70 * Weighted-average per share We calculated the fair value of the RSUs at grant date based on the closing market price of our common stock at the date of grant. 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. 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. The expected term represents the period from the grant date to the end of the three -year performance period. The risk-free interest rate of 4.23 % was based on U.S. Treasury constant maturity rates at the grant date. 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 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 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. Note 11. Pension and Postretirement Benefit Plans We have a number of defined contribution and defined benefit, qualified and nonqualified, pension plans covering eligible employees. Other postretirement benefits (OPEB), including medical and life insurance, are provided for certain employees upon retirement. Components of net periodic benefit cost — Pension OPEB 2025 2024 2025 2024 Three Months Ended June 30, U.S. Non-U.S. U.S. Non-U.S. Non-U.S. Non-U.S. Interest cost $ 5 $ 3 $ 5 $ 3 $ — $ — Expected return on plan assets ( 5 ) ( 1 ) ( 6 ) Service cost 1 1 Amortization of net actuarial loss (gain) 1 1 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 ) Service cost 2 2 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. The non-service components are reported in other income (expense), net and are not eligible for capitalization. 15 Table of Contents Note 12. Financing Agreements Long-term debt at — Interest Rate June 30, 2025 December 31, 2024 Senior Notes due April 15, 2025 5.750 % * $ — $ 200 Senior Notes due November 15, 2027 5.375 % 400 400 Senior Notes due June 15, 2028 5.625 % 400 400 Senior Euro Notes due July 15, 2029 3.000 % 383 337 Senior Notes due September 1, 2030 4.250 % 400 400 Senior Euro Notes due July 15, 2031 8.500 % 501 440 Senior Notes due February 15, 2032 4.500 % 350 350 Other indebtedness 174 93 Debt issuance costs ( 18 ) ( 19 ) 2,590 2,601 Less: Current portion of long-term debt 22 214 Long-term debt, less debt issuance costs $ 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 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. Interest on the senior notes is payable semi-annually. Other indebtedness includes borrowings from various financial institutions and finance lease obligations. 16 Table of Contents 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: Redemption Price November June July September July February Year 2027 Notes 2028 Notes 2029 Notes 2030 Notes 2031 Notes 2032 Notes 2024 100.000 % 101.500 % 2025 100.000 % 100.000 % 100.750 % 2026 100.000 % 100.000 % 100.000 % 102.125 % 104.250 % 2027 100.000 % 100.000 % 101.417 % 102.125 % 102.250 % 2028 100.000 % 100.708 % 100.000 % 101.500 % 2029 100.000 % 100.000 % 100.750 % 2030 100.000 % 100.000 % 2031 100.000 % Prior to May 1, 2026, we may redeem some or all of the September 2030 Notes at a redemption price equal to 100 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. We have not separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and the risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt. At any time prior to July 15, 2026, we may redeem up to 40% of the aggregate principal amount of the July 2031 Notes in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 108.500 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, provided that at least 50 % of the aggregate principal amount of the July 2031 Notes remain outstanding after the redemption. Prior to July 15, 2026, we may also redeem some or all of the July 2031 Notes at a redemption price equal to 100 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. We have not separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and the risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt. Prior to February 15, 2027, we may redeem some or all of the February 2032 Notes at a redemption price equal to 100 % of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. We have not separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and the risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt. Credit agreement — 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. 17 Table of Contents 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: Margin Total Net Leverage Ratio Base Rate SOFR Rate Less than or equal to 1.00:1.00 0.25 % 1.25 % Greater than 1.00:1.00 but less than or equal to 2.00:1.00 0.50 % 1.50 % Greater than 2.00:1.00 0.75 % 1.75 % Commitment fees are applied based on the average daily unused portion of the available amounts under the Revolving Facility as set forth below: Total Net Leverage Ratio Commitment Fee Less than or equal to 1.00:1.00 0.250 % Greater than 1.00:1.00 but less than or equal to 2.00:1.00 0.375 % Greater than 2.00:1.00 0.500 % Up to $ 275 of the Revolving Facility may be applied to letters of credit, which reduces availability. We pay a fee for issued and undrawn letters of credit in an amount per annum equal to the applicable margin for SOFR rate advances based on a quarterly average availability under issued and undrawn letters of credit under the Revolving Facility and a per annum fronting fee of 0.125 %, payable quarterly. At 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. Note 13. Fair Value Measurements and Derivatives In measuring the fair value of our assets and liabilities, we use market data or assumptions that we believe market participants would use in pricing an asset or liability including assumptions about risk when appropriate. Our valuation techniques include a combination of observable and unobservable inputs. Fair value measurements on a recurring basis — Assets and liabilities that are carried in our balance sheets at fair value are as follows: Fair Value Category Balance Sheet Location Fair Value Level June 30, 2025 December 31, 2024 Currency forward contracts Cash flow hedges Accounts receivable - Other 2 $ 20 $ 9 Cash flow hedges Other accrued liabilities 2 10 27 Undesignated Accounts receivable - Other 2 7 8 Undesignated Other accrued liabilities 2 18 13 Currency swaps Cash flow hedges Other noncurrent assets 2 23 Cash flow hedges Other noncurrent liabilities 2 28 Undesignated Other noncurrent liabilities 2 4 5 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: June 30, 2025 December 31, 2024 Fair Value Level Carrying Value Fair Value Carrying Value Fair Value Long-term debt 2 $ 2,420 $ 2,471 $ 2,510 $ 2,492 18 Table of Contents Foreign currency derivatives — Our foreign currency derivatives include forward contracts associated with forecasted transactions, primarily involving the purchases and sales of inventory, as well as currency swaps associated with certain recorded external notes payable and intercompany loans receivable and payable. Periodically, our foreign currency derivatives also include net investment hedges of certain of our investments in foreign operations. We have executed fixed-to-fixed cross-currency swaps in conjunction with the issuance of certain notes to eliminate the variability in the functional-currency-equivalent cash flows due to changes in exchange rates associated with the forecasted principal and interest payments. All of the underlying designated financial instruments have been designated as the hedged items in each respective cash flow hedge relationship, as shown in the table below. Designated as cash flow hedges of the forecasted principal and interest payments of the underlying designated financial instruments, all of the swaps economically convert the underlying designated financial instruments into the functional currency of each respective holder. The impact of the interest rate differential between the inflow and outflow rates on 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 June 30, 2025 : Underlying Financial Instrument Derivative Financial Instrument Description Type Face Amount Rate Notional Amount Traded Amount Inflow Rate Outflow Rate Luxembourg Intercompany Notes Receivable € 278 3.70 % € 278 $ 300 5.38 % 3.70 % Undesignated 2026 Swap $ 188 € 169 6.50 % 5.14 % Undesignated Offset 2026 Swap € 169 $ 188 3.13 % 6.50 % The designated swaps are expected to be highly effective in offsetting the corresponding currency-based changes in cash outflows related to the underlying designated financial instruments. Based on our qualitative assessment that the critical terms of the underlying designated financial instruments and the associated swaps match and that all other required criteria have been met, we do not expect to incur any ineffectiveness. As effective cash flow hedges, changes in the fair value of the swaps will be recorded in OCI during each period. Additionally, to the extent the swaps remain effective, the appropriate portion of AOCI will be reclassified to earnings each period as an offset to the foreign exchange gain or loss resulting from the remeasurement of the underlying designated financial instruments. 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 $ 1,156 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. Dollar Equivalent) Functional Currency Traded Currency Designated Undesignated Total Maturity U.S. dollar euro, Canadian dollar, Mexican peso $ 323 $ 38 $ 361 Mar-2026 Euro U.S. dollar, Australian dollar, Swiss franc, Chinese renminbi, British pound, Hungarian forint, Mexican peso, Swedish krona 562 9 571 Sep-2027 Indian rupee U.S. dollar, euro, British pound 51 51 Mar-2026 Brazilian real U.S. dollar, euro 33 19 52 Mar-2026 South African rand U.S. dollar, euro, Thai baht 38 38 Nov-2025 Canadian dollar U.S. dollar 26 3 29 Mar-2026 Thai baht U.S. dollar 5 16 21 Dec-2025 British pound U.S. dollar, euro 16 12 28 Dec-2025 Mexican peso U.S. dollar 3 3 Jul-2025 Swedish krona euro 1 1 Jul-2025 Australian dollar U.S. dollar, euro 1 1 Jul-2025 Total forward contracts 965 191 1,156 U.S. dollar euro 328 199 527 Nov-2027 Euro U.S. dollar 188 188 Jun-2026 Total currency swaps 328 387 715 Total currency derivatives $ 1,293 $ 578 $ 1,871 19 Table of Contents Designated cash flow hedges — With respect to contracts designated as cash flow hedges, changes in fair value during the period in which the contracts remain outstanding are reported in OCI to the extent such contracts remain effective. Effectiveness is measured by using regression analysis to determine the degree of correlation between the change in the fair value of the derivative instrument and the change in the associated foreign currency exchange rates. Changes in the fair value of contracts not designated as cash flow hedges or as net investment hedges are recognized in other income (expense), net in the period in which the changes occur. Realized gains and losses from currency-related forward contracts associated with forecasted transactions or from other derivative instruments, including those that have been designated as cash flow hedges and those that have not been designated, are recognized in the same line item in the consolidated statement of operations in which the underlying forecasted transaction or other hedged item is recorded. Accordingly, amounts are potentially recorded in sales, cost of sales or, in certain circumstances, other income (expense), net. The following table provides a summary of deferred gains (losses) reported in AOCI as well as the amount expected to be reclassified to income in one year or less: Deferred Gain (Loss) in AOCI June 30, 2025 December 31, 2024 Gain (loss) expected to be reclassified into income in one year or less Forward Contracts $ 16 $ ( 35 ) $ 16 Cross-Currency Swaps ( 1 ) ( 3 ) Total $ 15 $ ( 38 ) $ 16 The following table provides a summary of the location and amount of gains or losses recognized in the consolidated statement of operations associated with cash flow hedging relationships: Three Months Ended Six Months Ended June 30, June 30, Derivatives Designated as Cash Flow Hedges 2025 2024 2025 2024 Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow hedges are recorded Net sales $ 1,935 $ 2,047 $ 3,716 $ 4,062 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 Foreign currency forwards Amount of (gain) loss reclassified from AOCI into income Cost of sales 5 ( 7 ) 12 ( 16 ) Other income (expense), net ( 1 ) 4 15 Cross-currency swaps Amount of (gain) loss reclassified from AOCI into income 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. Certain of our hedges of forecasted transactions have not formally been designated as cash flow hedges. As undesignated forward contracts, the changes in the fair value of such contracts are included in earnings for the duration of the outstanding forward contract. Any realized gain or loss on the settlement of such contracts is recognized in the same period and in the same line item in the consolidated statement of operations as the underlying transaction. The following table provides a summary of the location and amount of gains or losses recognized in the consolidated statement of operations associated with undesignated hedging relationships. Three Months Ended Six Months Ended June 30, June 30, Derivatives Not Designated as Hedging Instruments 2025 2024 2025 2024 Gain (loss) recognized in income Foreign currency forward contracts 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. With respect to contracts designated as net investment hedges, we apply the forward method, but for non-derivative financial instruments designated as net investment hedges, we apply the spot method. Under both methods, we report changes in fair value in the cumulative translation adjustment (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. 20 Table of Contents Note 14. Commitments and Contingencies 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. Other legal matters — We are subject to various pending or threatened legal proceedings arising out of the normal course of business or operations. In view of the inherent difficulty of predicting the outcome of such matters, we cannot state the eventual outcome of these matters. However, based on current knowledge and after consultation with legal counsel, we believe that any liabilities that may result from these proceedings will not have a material adverse effect on our liquidity, financial condition or results of operations. Note 15. Warranty Obligations We record a liability for estimated warranty obligations at the dates our products are sold. We record the liability based on our estimate of costs to settle future claims. Adjustments to our estimated costs at time of sale are made as claim experience and other new information becomes available. Obligations for service campaigns and other occurrences are recognized as adjustments to prior estimates when the obligation is probable and can be reasonably estimated. Changes in warranty liabilities — Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 Balance, beginning of period $ 87 $ 86 $ 88 $ 86 Amounts accrued for current period sales 9 8 18 16 Adjustments of prior estimates 3 7 5 9 Settlements of warranty claims ( 16 ) ( 14 ) ( 28 ) ( 24 ) Currency impact 1 ( 1 ) 1 ( 1 ) Balance, end of period $ 84 $ 86 $ 84 $ 86 Note 16. Income Taxes 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. We also recognize the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. We have generally not recognized tax benefits on losses generated in several entities where the recent history of operating losses does not allow us to satisfy the “more likely than not” criterion for the recognition of deferred tax assets. Consequently, there is no income tax expense or benefit recognized on the pre-tax income or losses in these jurisdictions as valuation allowances are adjusted to offset the associated tax expense or benefit. We record interest and penalties related to uncertain tax positions as a component of income tax expense. Net interest expense for the periods presented herein is not significant. 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. federal statutory rate of 21 % due to establishment, release, and adjustment of valuation allowances in several countries, nondeductible expenses and deemed income, local tax incentives in several countries outside the U.S., different statutory tax rates outside the U.S. and withholding taxes related to repatriations of international earnings. The effective income tax rate may vary significantly due to fluctuations in the amounts and sources, both foreign and domestic, of pretax income and changes in the amounts of 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. 21 Table of Contents Note 17. Other Income (Expense), Net Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 Non-service cost components of pension and OPEB costs $ ( 2 ) $ ( 4 ) $ ( 4 ) $ ( 7 ) Government assistance 2 3 4 4 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 ( 7 ) ( 7 ) Other, net 3 3 7 6 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. Foreign exchange gains and losses on intercompany loans that are permanently invested are reported in OCI. 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. 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. Note 18. Revenue from Contracts with Customers We generate revenue from selling production parts to original equipment manufacturers (OEMs) and service parts to OEMs and aftermarket customers. While we provide production and service parts to certain OEMs under awarded multi-year programs, these multi-year programs do not contain any commitment to volume by the customer. As such, individual customer releases or purchase orders represent the contract with the customer. Our customer contracts do not provide us with an enforceable right to payment for performance completed to date throughout the contract term. As such, we recognize part sales revenue at the point in time when the parts are shipped, and risk of loss has transferred to the customer. We have elected to continue to include shipping and handling fees billed to customers in revenue, while including costs of shipping and handling in costs of sales. Taxes collected from customers are excluded from revenues and credited directly to obligations to the appropriate government agencies. Payment terms with our customers are established based on industry and regional practices and generally do not exceed 180 days. We continually seek new business opportunities and at times provide incentives to our customers for new program awards. We evaluate the underlying economics of each payment made to our customers to determine the proper accounting by understanding the nature of the payment, the rights and obligations in the contract, and other relevant facts and circumstances. Upfront payments to our customers are capitalized if we determine that the payments are incremental and incurred only if the new business is obtained and we expect to recover these amounts from the customer over the term of the new business program. We recognize a reduction to revenue as products that the upfront payments are related to are transferred to the customer, based on the total amount of products expected to be sold over the term of the program. We evaluate the amounts capitalized each period for recoverability and expense any amounts that are no longer expected to be recovered. We had $ 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. We estimate expected rebates and accrue the corresponding refund liability, as a reduction of revenue, at the time covered product is sold to the customer based on anticipated customer purchases during the rebate period and contractual rebate percentages. Refund liabilities are included in other accrued liabilities on our consolidated balance sheets. We provide standard fitness for use warranties on the products we sell, accruing for estimated costs related to product warranty obligations at time of sale. See Note 15 for additional information. 22 Table of Contents 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 — The following table disaggregates revenue for each of our operating segments by geographical market: Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 Light Vehicle North America $ 928 $ 960 $ 1,745 $ 1,910 Europe 192 200 373 390 South America 58 71 105 127 Asia Pacific 157 170 325 336 Total $ 1,335 $ 1,401 $ 2,548 $ 2,763 Commercial Vehicle North America $ 229 $ 298 $ 460 $ 593 Europe 194 184 374 382 South America 125 120 233 236 Asia Pacific 52 44 101 88 Total $ 600 $ 646 $ 1,168 $ 1,299 Total North America $ 1,157 $ 1,258 $ 2,205 $ 2,503 Europe 386 384 747 772 South America 183 191 338 363 Asia Pacific 209 214 426 424 Total $ 1,935 $ 2,047 $ 3,716 $ 4,062 Note 19. Segments 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); sealing solutions (gaskets, seals, cam covers, and oil pan modules); thermal-management technologies (transmission and engine oil cooling, battery and electronics cooling, charge air cooling, and thermal-acoustical protective shielding); and digital solutions (active and passive system controls and descriptive and predictive analytics). 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, 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 two 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. Segment EBITDA is a primary driver of cash flows from operations and a measure of our ability to maintain and continue to invest in our operations and provide shareholder returns. Our segments are charged for corporate and other shared administrative costs. 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. 23 Table of Contents Segment information — Light Commercial Three months ended June 30, 2025 Vehicle Vehicle Corporate Total External sales $ 1,335 $ 600 $ 1,935 Inter-segment sales 35 19 54 1,370 619 1,989 Reconciliation of sales Elimination of inter-segment sales ( 54 ) Total consolidated sales $ 1,935 Less: Cost of sales 1,218 536 Selling, general and administrative expenses 42 34 Other segment items (a) 2 ( 2 ) Segment EBITDA $ 112 $ 47 $ 159 Purchases of property, plant and equipment $ 30 $ 4 $ 3 $ 37 Segment net assets (b) - June 30, 2025 $ 595 $ 542 $ ( 75 ) $ 1,062 Light Commercial Three months ended June 30, 2024 Vehicle Vehicle Corporate Total External sales $ 1,401 $ 646 $ 2,047 Inter-segment sales 39 23 62 1,440 669 2,109 Reconciliation of sales Elimination of inter-segment sales ( 62 ) Total consolidated sales $ 2,047 Less: Cost of sales 1,308 591 Selling, general and administrative expenses 46 32 Other segment items (a) 4 ( 7 ) 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 Light Commercial Six months ended June 30, 2025 Vehicle Vehicle Corporate Total External sales $ 2,548 $ 1,168 $ 3,716 Inter-segment sales 71 42 113 2,619 1,210 3,829 Reconciliation of sales Elimination of inter-segment sales ( 113 ) Total consolidated sales $ 3,716 Less: Cost of sales 2,356 1,052 Selling, general and administrative expenses 85 69 Other segment items (a) 2 ( 1 ) Segment EBITDA $ 180 $ 88 $ 268 Purchases of property, plant and equipment $ 79 $ 16 $ 9 $ 104 Light Commercial Six months ended June 30, 2024 Vehicle Vehicle Corporate Total External sales $ 2,763 $ 1,299 $ 4,062 Inter-segment sales 78 45 123 2,841 1,344 4,185 Reconciliation of sales Elimination of inter-segment sales ( 123 ) Total consolidated sales $ 4,062 Less: Cost of sales 2,583 1,201 Selling, general and administrative expenses 94 66 Other segment items (a) 4 ( 5 ) 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. 24 Table of Contents Reconciliation of segment EBITDA to loss from continuing operations before income taxes — Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 Segment EBITDA $ 159 $ 129 $ 268 $ 240 Corporate expense and other items, net ( 12 ) ( 19 ) ( 28 ) ( 40 ) Depreciation ( 89 ) ( 91 ) ( 171 ) ( 170 ) Amortization ( 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 19 Loss on divestiture of ownership interests ( 7 ) ( 7 ) Loss on disposal group previously held for sale ( 1 ) ( 30 ) Other items ( 3 ) ( 1 ) ( 6 ) ( 2 ) Earnings (loss) from continuing operations before interest and income taxes 16 ( 13 ) 24 ( 51 ) Interest income 3 1 5 4 Interest expense 44 40 83 79 Loss from continuing operations before income taxes $ ( 25 ) $ ( 52 ) $ ( 54 ) $ ( 126 ) Reconciliation of segment net assets to consolidated total assets — June 30, December 31, 2025 2024 Segment net assets $ 1,062 $ 817 Accounts payable 1,186 1,120 Cash and cash equivalents 486 494 Accounts receivable - Other 218 220 Other current assets 145 148 Current assets of disposal group held for sale 1,090 904 Intangibles 79 80 Deferred tax assets 506 514 Other noncurrent assets 92 118 Investment in affiliates 98 125 Operating lease assets 275 258 Property, plant and equipment, net 1,921 1,831 Noncurrent assets of disposal group held for sale 981 873 Total assets $ 8,139 $ 7,502 Note 20. Equity Affiliates 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 Investment Dongfeng Dana Axle Co., Ltd. 50 % $ 58 ROC-Spicer, Ltd. 50 % 24 Tai Ya Investment (HK) Co., Limited 50 % 5 All others as a group 6 Investments in equity affiliates 93 Investments in affiliates carried at cost 5 Investments in affiliates $ 98 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. 25 Table of Contents