What changed in this filing

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Item 1. Financial Statements

2025-10-31 compared with 2025-08-11 · 188 added, 94 removed, 938 unchanged (23% of the section changed)

4 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

$ 1,917 $ 1,897 $ 5,633 $ 5,960

6 unchanged sentences

Restructuring charges, net

Loss on disposal group previously held for sale

Gain (loss) on disposal group previously held for sale

Other income (expense), net

4 unchanged sentences

Interest expense

Loss from continuing operations before income taxes

47 38 130 117

Income tax expense

Income (loss) from continuing operations before income taxes

9 ( 41 ) ( 45 ) ( 167 )

Income tax benefit

( 2 ) ( 18 ) ( 2 ) ( 13 )

Equity in earnings of affiliates

Net loss from continuing operations

Net income (loss) from continuing operations

13 ( 21 ) ( 16 ) ( 147 )

Net income from discontinued operations

74 32 164 174

Noncontrolling interests net income from continuing operations

3 unchanged sentences

Net income per share available to common stockholders

Basic loss per share from continuing operations

Basic earnings (loss) per share from continuing operations

$ 0.07 $ ( 0.19 ) $ ( 0.21 ) $ ( 1.04 )

3 unchanged sentences

$ 0.65 $ 0.03 $ 0.97 $ 0.16

Diluted loss per share from continuing operations

Diluted earnings (loss) per share from continuing operations

$ 0.07 $ ( 0.19 ) $ ( 0.21 ) $ ( 1.04 )

11 unchanged sentences

Three Months Ended

Six Months Ended

Net loss from continuing operations

Nine Months Ended

September 30,

Net income (loss) from continuing operations

$ 13 $ ( 21 ) $ ( 16 ) $ ( 147 )

10 unchanged sentences

Net income from discontinued operations

74 32 164 174

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

2 unchanged sentences

Hedging gains and losses

Defined benefit plans

Other comprehensive income (loss) from discontinued operations

( 1 ) 1 ( 1 )

Other comprehensive loss from discontinued operations

( 10 ) ( 3 ) ( 1 ) ( 8 )

Total comprehensive income from discontinued operations

64 29 163 166

Total comprehensive income (loss)

9 unchanged sentences

(In millions, except share and per share amounts)

September 30,

Current assets

48 unchanged sentences

(In millions)

Six Months Ended

Nine Months Ended

September 30,

Operating activities

6 unchanged sentences

Deferred income taxes

Pension expense, net

Change in working capital

16 unchanged sentences

Net cash used in investing activities from discontinued operations

( 22 ) ( 16 )

Net cash used in investing activities

2 unchanged sentences

Net change in short-term debt

Proceeds from long-term debt

Repayment of long-term debt

4 unchanged sentences

Distributions to noncontrolling interests

( 14 ) ( 17 )

Collection of note receivable from noncontrolling interest

2 unchanged sentences

Net cash provided by (used in) financing activities

( 111 ) ( 56 )

Net decrease in cash, cash equivalents and restricted cash

50 unchanged sentences

Recently adopted accounting pronouncements

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

We did not adopt any new accounting pronouncements during the nine months ended September 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.

In September 2025, Financial Accounting Standards Board (FASB) issued ASU 2025 - 06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350 - 40 ):

Targeted Improvements to the Accounting for Internal-Use Software, which eliminates the sequential software development-stage model and requires capitalization when management authorizes and commits to funding a software project and determines it is probable of completion.

In evaluating whether it is probable the project will be completed, management is required to consider whether there is significant uncertainty associated with the development activities of the software.

The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted.

We are currently evaluating the impact of the guidance on the consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025 - 05, Financial Instruments-Credit Losses (Topic 326 ):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which introduces a practical expedient that allows entities to assume conditions existing at the balance-sheet date will remain constant over the remaining life of current accounts receivable and contract assets arising from revenue transactions.

The guidance is effective prospectively for annual reporting periods beginning after December 15, 2025, including interim periods within those annual reporting periods, with early adoption permitted.

We do not expect this guidance to have a material impact on our consolidated financial statements and related disclosures.

In November 2024, the 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.

14 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

$ 625 $ 619 $ 1,888 $ 2,103

9 unchanged sentences

Interest income

Interest expense

Earnings from discontinued operations before income taxes

3 unchanged sentences

$ 74 $ 32 $ 164 $ 174

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

During the three and nine months ended September 2025, we incurred $ 20 and $ 54 , 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:

September 30,

Accounts receivable - Trade

27 unchanged sentences

Components of intangible assets —

June 30, 2025

September 30, 2025

December 31, 2024

17 unchanged sentences

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

June 30, 2025

September 30, 2025

Light Vehicle

2 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Charged to cost of sales

7 unchanged sentences

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.

During 2025, we continued to execute on these initiatives.

Accrued restructuring costs and activity —

Employee Termination Benefits

Balance, March 31, 2025

Balance, June 30, 2025

$ 38 $ — $ 38

4 unchanged sentences

Currency impact

Balance, June 30, 2025

Balance, September 30, 2025

$ 32 $ — $ 32

6 unchanged sentences

Currency impact

Balance, June 30, 2025

Balance, September 30, 2025

$ 32 $ — $ 32

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.

At September 30, 2025 , the accrued employee termination benefits include costs to reduce approximately 600 e mployees to be complet ed over the next year.

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.

As of September 30, 2025 and December 31, 2024 , we had $ 60 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

September 30, 2025

December 31, 2024

3 unchanged sentences

Cash, cash equivalents and restricted cash —

June 30, 2025

September 30, 2025

December 31, 2024

June 30, 2024

September 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 and second quarters of 2025.

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

2 unchanged sentences

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.

Additionally, under the program, we repurchased 9,519,423 and 9,840,201 shares of our common stock at an aggregate cost of $ 187 and $ 193 for the three and nine months ended September 30, 2025 through open market transactions.

Approximately $ 556 remained available under the program for future share repurchases as of September 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.

28 unchanged sentences

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

Other comprehensive loss

— ( 1 ) ( 1 )

Common stock dividends and dividend equivalents

( 13 ) ( 13 )

Distributions to noncontrolling interests

( 12 ) ( 12 )

Repurchase and retirement of shares

( 189 ) ( 189 )

Redeemable noncontrolling interests adjustment to redemption value

Stock compensation

Balance, September 30, 2025

$ 1 $ 1,863 $ 297 $ ( 21 ) $ ( 1,047 ) $ 57 $ 1,150

Additional Paid-In Capital

24 unchanged sentences

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

Other comprehensive loss

Common stock dividends and dividend equivalents

( 14 ) ( 14 )

Distributions to noncontrolling interests

( 13 ) ( 13 )

Stock compensation

Balance, September 30, 2024

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

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

16 unchanged sentences

( 6 ) ( 1 ) ( 7 )

Other comprehensive income (loss)

Other comprehensive income

Balance, June 30, 2025

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

Currency translation adjustments

Holding gains and losses

Reclassification of amount to net income (a)

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

Other comprehensive income (loss)

Balance, September 30, 2025

$ ( 931 ) $ 19 $ ( 135 ) $ ( 1,047 )

Parent Company Stockholders

25 unchanged sentences

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

Currency translation adjustments

Holding gains and losses

( 35 ) ( 35 )

Reclassification of amount to net income (a)

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

Other comprehensive income (loss)

Balance, September 30, 2024

$ ( 915 ) $ ( 15 ) $ ( 136 ) $ ( 1,066 )

(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

Nine Months Ended

September 30,

Balance, beginning of period

2 unchanged sentences

Adjustment to redemption value

( 1 ) ( 1 ) 13

Comprehensive income (loss) adjustments:

6 unchanged sentences

Three Months Ended

Six Months Ended

Net loss from continuing operations

Nine Months Ended

September 30,

Net income (loss) from continuing operations

$ 13 $ ( 21 ) $ ( 16 ) $ ( 147 )

1 unchanged sentence

Redeemable noncontrolling interests net loss from continuing operations

Net loss from continuing operations attributable to the parent company

Net income (loss) from continuing operations attributable to the parent company

9 ( 28 ) ( 29 ) ( 151 )

Net income from discontinued operations

74 32 164 174

Net income attributable to the parent company

6 unchanged sentences

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

We excluded 0.3 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.

We excluded 0.1 and 0.5 million CSEs from the calculation of diluted earnings per share for the third quarters of 2025 and 2024 and excluded 0.1 million and 2.4 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 0.1 million for the third quarter of 2024 and excluded 1.9 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 six months ended June 30, 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 nine months ended September 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 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.

During the nine months ended September 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 .

During the nine months ended September 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 $ 8 and $ 7 in the third quarters of 2025 and 2024 and expense of $ 31 and $ 21 during the respective year-to-date periods of 2025 and 2024.

At September 30, 2025 , the total unrecognized compensation cost related to the nonvested awards granted and expected to vest was $ 26 .

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

3 unchanged sentences

Components of net periodic benefit cost —

Three Months Ended June 30,

Three Months Ended September 30,

Interest cost

3 unchanged sentences

Amortization of net actuarial loss (gain)

Termination benefit

Net periodic benefit cost

$ — $ 3 $ 4 $ 2 $ 1 $ —

Six Months Ended June 30,

Nine Months Ended September 30,

Interest cost

4 unchanged sentences

4 5 1 ( 2 ) ( 2 )

Net periodic benefit cost (credit)

Termination benefit

Net periodic benefit cost

$ 1 $ 9 $ 5 $ 10 $ — $ —

4 unchanged sentences

Interest Rate

June 30, 2025

September 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 % 381 337

Senior Notes due September 1, 2030

4.250 % 400 400

Senior Euro Notes due July 15, 2031

8.500 % 499 440

Senior Notes due February 15, 2032

4.500 % 350 350

Other indebtedness

17 unchanged sentences

100.000 % 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.

28 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 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.

At September 30, 2025 , we had $ 375 of outstanding borrowings under the Revolving Facility and had utilized $ 10 for letters of credit.

We had availability at September 30, 2025 under the Revolving Facility of $ 765 after deducting outstanding borrowings and letters of credit.

Debt covenants — At September 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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Currency forward contracts

13 unchanged sentences

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

September 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 June 30, 2025 :

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

Underlying Financial Instrument

12 unchanged sentences

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

The total notional amount of outstanding foreign currency forward contracts, involving the exchange of various currencies, was $ 1,156 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 :

The total notional amount of outstanding foreign currency forward contracts, involving the exchange of various currencies, was $ 915 at September 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 $ 712 at September 30, 2025 and $ 951 at December 31, 2024 .

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

Notional Amount (U.S.

3 unchanged sentences

euro, Canadian dollar, Mexican peso

$ 323 $ 38 $ 361 Mar-2026

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

$ 321 $ 48 $ 369 Sep-2026

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

292 7 299 Sep-2027

dollar, euro, British pound

51 51 Mar-2026

73 73 Sep-2026

Brazilian real

33 19 52 Mar-2026

28 11 39 Apr-2026

South African rand

dollar, euro, Thai baht

38 38 Nov-2025

37 37 Feb-2026

Canadian dollar

26 3 29 Mar-2026

22 6 28 May-2026

3 18 21 Dec-2025

British pound

16 12 28 Dec-2025

Swedish krona

37 5 42 Sep-2026

Australian dollar

Total forward contracts

965 191 1,156

326 198 524 Nov-2027

10 unchanged sentences

Deferred Gain (Loss) in AOCI

June 30, 2025

September 30, 2025

December 31, 2024

6 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Derivatives Designated as Cash Flow Hedges

11 unchanged sentences

Other income (expense), net

( 3 ) 3 ( 3 ) 18

Cross-currency swaps

8 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Derivatives Not Designated as Hedging Instruments

9 unchanged sentences

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.

These forwards matured 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.

1 unchanged sentence

Commitments and Contingencies

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

Environmental liabilities — Accrued environmental liabilities were $ 14 at September 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.

9 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Balance, beginning of period

5 unchanged sentences

Currency impact

1 ( 1 ) 1 ( 1 )

Balance, end of period

6 unchanged sentences

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.

We reported income tax benefit of $ 2 and $ 18 for the third quarters of 2025 and 2024 and income tax benefit of $ 2 and $ 13 for the respective year-to-date periods.

Our effective tax rates were ( 4 )% and ( 8 )% for the nine months ended September 30, 2025 and 2024.

During the first nine months of 2025, we recorded a tax benefit of $ 27 to release valuation allowance on certain U.S.

federal attributes, $ 19 of tax benefit 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, $ 6 of tax expense due to revisions in our assertions on unremitted earnings in foreign jurisdictions and expense of $ 6 resulting from the sale of Dana's ownership interest in an equity method investment.

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

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

5 unchanged sentences

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.

The Company has evaluated the provisions of the Act and reflected the impact during the three months ended September 30, 2025, which resulted in a tax benefit for the valuation allowance release on U.S.

federal attributes, as discussed above.

The Company will continue to evaluate the impact of these legislative changes as more guidance becomes available.

Other Income (Expense), Net

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Non-service cost components of pension and OPEB costs

6 unchanged sentences

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

( 1 ) 1 ( 1 )

Loss on divestiture of ownership interests

( 6 ) ( 1 ) 1 5

Other income (expense), net

3 unchanged sentences

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.

During the third quarter of 2024, we received a transaction break fee related to the failed sale of our European hydraulics business to HPIH S.à.r.l.

See Note 3 for additional information.

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

14 unchanged sentences

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 .

We had $ 7 and $ 4 recorded in other current assets and $ 17 and $ 27 recorded in other noncurrent assets at September 30, 2025 and December 31, 2024 .

Certain of our customer contracts include rebate incentives.

4 unchanged sentences

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 .

We had $ 5 and $ 6 recorded in other accrued liabilities and $ 10 and $ 1 recorded on other noncurrent liabilities at September 30, 2025 and December 31, 2024 .

Disaggregation of revenue —

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Light Vehicle

13 unchanged sentences

40 46 141 134

$ 564 $ 612 $ 1,732 $ 1,911

North America

26 unchanged sentences

Segment information —

Three months ended June 30, 2025

Three months ended September 30, 2025

External sales

12 unchanged sentences

$ 34 $ 13 $ 2 $ 49

Segment net assets (b) - June 30, 2025

Segment net assets (b) - September 30, 2025

$ 620 $ 550 $ ( 80 ) $ 1,090

Three months ended June 30, 2024

Three months ended September 30, 2024

External sales

14 unchanged sentences

$ 463 $ 426 $ ( 72 ) $ 817

Six months ended June 30, 2025

Nine months ended September 30, 2025

External sales

12 unchanged sentences

$ 113 $ 29 $ 11 $ 153

Six months ended June 30, 2024

Nine months ended September 30, 2024

External sales

12 unchanged sentences

$ 150 $ 38 $ 10 $ 198

(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.

(a) Other segment items primarily include foreign exchange gains and losses, government assistance and export incentives.

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

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Segment EBITDA

13 unchanged sentences

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

( 1 ) 1 ( 1 )

Supplier capacity charge adjustment

6 unchanged sentences

Interest expense

47 38 130 117

Loss from continuing operations before income taxes

1 unchanged sentence

Reconciliation of segment net assets to consolidated total assets —

June 30, December 31,

September 30, December 31,

Segment net assets

14 unchanged sentences

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 —

Equity method investments at September 30, 2025 —

Ownership Percentage

11 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements