What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-02-20 · 443 added, 265 removed, 1454 unchanged (33% of the section changed)

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Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Dana Incorporated and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and schedule of valuation and qualifying accounts and reserves for each of the three years in the period ended December 31, 2024 appearing under Item 8 (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheet of Dana Incorporated and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and schedule of valuation and qualifying accounts and reserves for each of the three years in the period ended December 31, 2025 appearing under Item 8 (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Fair Value of Redeemable Noncontrolling Interests

As described in Note 8 to the consolidated financial statements, 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 the Company at fair value.

Redeemable noncontrolling interests reflected as of the balance sheet date are the greater of the redeemable noncontrolling interest balances adjusted for comprehensive income (loss) items and distributions or the redemption values.

Management estimates the fair value of the redemption value using an income based approach based on discounted cash flow projections.

In determining the fair value using discounted cash flow projections, management makes 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.

The fair value of the redeemable noncontrolling interests was $189 million as of December 31, 2024.

The principal considerations for our determination that performing procedures relating to the fair value of redeemable noncontrolling interests is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the redeemable noncontrolling interests;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, projected EBITDA, discount rate, capital expenditures, and terminal growth rate;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Discontinued Operations - Off-Highway Business

As described in Notes 1 and 2 to the consolidated financial statements, in June 2025, the Company entered into a definitive agreement to sell its Off-Highway business for $2.7 billion.

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

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

As a result, the Company presented current and noncurrent assets of disposal group held for sale of $2 billion and current and noncurrent liabilities of disposal group held for sale of $871 million as of December 31, 2025 and net income from discontinued operations of $155 million for the year ended December 31, 2025.

The principal considerations for our determination that performing procedures related to the discontinued operations of the Off-Highway business is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to management’s assessment, classification, and disclosure of the discontinued operations.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s fair value estimate of redeemable noncontrolling interests, including controls over management’s development of significant assumptions.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the redeemable noncontrolling interests;

(ii) evaluating the appropriateness of the discounted cash flow model used by management;

(iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, projected EBITDA, discount rate, capital expenditures, and terminal growth rate.

Evaluating management’s assumptions related to revenue growth rates, projected EBITDA, and capital expenditures involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the underlying operating entity;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model and (ii) the reasonableness of the discount rate and terminal growth rate assumptions.

These procedures included testing the effectiveness of controls relating to management’s discontinued operations assessment, including controls related to management’s classification and disclosure of the discontinued operations in the Company’s consolidated financial statements.

These procedures also included, among others (i) evaluating management’s assessment that the Off-Highway business sale was a discontinued operation;

(ii) testing the classification of amounts included in discontinued operations, including agreeing such amounts to the Company’s historical accounting records;

and (iii) evaluating the sufficiency of the disclosures in the consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

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Loss on disposal group previously held for sale

Impairment of goodwill

Other income (expense), net

Earnings before interest and income taxes

( 46 ) ( 21 ) ( 14 )

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

139 ( 176 ) ( 108 )

Loss on extinguishment of debt

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Interest expense

Earnings (loss) before income taxes

Loss from continuing operations before income taxes

( 32 ) ( 321 ) ( 246 )

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Equity in earnings (loss) of affiliates

Net loss from continuing operations

( 53 ) ( 342 ) ( 262 )

Net income from discontinued operations

Net income (loss)

102 ( 49 ) 48

Noncontrolling interests net income

Redeemable noncontrolling interests net loss

Noncontrolling interests net income from continuing operations

Redeemable noncontrolling interests net loss from continuing operations

( 13 ) ( 12 )

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Net income (loss) per share available to common stockholders

Basic loss per share from continuing operations

$ ( 0.52 ) $ ( 2.41 ) $ ( 1.88 )

Basic earnings per share from discontinued operations

$ 1.16 $ 2.02 $ 2.14

Basic earnings (loss) per share

$ 0.64 $ ( 0.39 ) $ 0.26

Diluted loss per share from continuing operations

$ ( 0.52 ) $ ( 2.41 ) $ ( 1.88 )

Diluted earnings per share from discontinued operations

$ 1.16 $ 2.02 $ 2.14

Diluted earnings (loss) per share

$ 0.64 $ ( 0.39 ) $ 0.26

Weighted-average common shares outstanding

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(In millions)

Net income (loss)

Net loss from continuing operations

$ ( 53 ) $ ( 342 ) $ ( 262 )

Other comprehensive income (loss), net of tax:

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

Currency translation adjustments

( 117 ) 30 ( 102 )

Hedging gains and losses

( 49 ) ( 1 ) 17

Defined benefit plans

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97 ( 132 ) 22

Total comprehensive income (loss) from continuing operations

44 ( 474 ) ( 240 )

Net income from discontinued operations

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

Currency translation adjustments

6 ( 20 ) ( 8 )

Hedging gains and losses

Defined benefit plans

Other comprehensive income (loss) from discontinued operations

15 ( 26 ) ( 9 )

Total comprehensive income from discontinued operations

Total comprehensive income (loss)

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Other current assets

Current assets of disposal group held for sale

Total current assets

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Property, plant and equipment, net

Noncurrent assets of disposal group held for sale

$ 7,808 $ 7,486

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Other accrued liabilities

Current liabilities of disposable group held for sale

Total current liabilities

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Other noncurrent liabilities

Noncurrent liabilities of disposal group held for sale

Total liabilities

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Treasury stock, at cost ( 1,944,700 and 837,803 shares)

( 35 ) ( 13 )

Accumulated other comprehensive loss

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$ 102 $ ( 49 ) $ 48

Net income from discontinued operations

Net loss from continuing operations

( 53 ) ( 342 ) ( 262 )

Amortization of deferred financing charges

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Earnings of affiliates, net of dividends received

( 8 ) ( 7 ) 11

Stock compensation expense

1 unchanged sentence

( 60 ) ( 76 ) ( 99 )

Pension expense, net

Impairment of goodwill

Pension expense (benefit), net

Change in working capital

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Change in other noncurrent assets and liabilities

Loss on divestiture of ownership interests

32 ( 14 ) ( 11 )

Net cash provided by operating activities from continuing operations

Net cash provided by operating activities from discontinued operations

Net cash provided by operating activities

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Proceeds from sale of property, plant and equipment

Purchases of marketable securities

Proceeds from maturities of marketable securities

Settlements of undesignated derivatives

( 25 ) ( 5 ) ( 13 )

Proceeds from sale of investments

Net cash used in investing activities from continuing operations

( 169 ) ( 305 ) ( 437 )

Net cash used in investing activities from discontinued operations

( 53 ) ( 47 ) ( 91 )

Net cash used in investing activities

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Contributions from redeemable noncontrolling interests

Payments to acquire noncontrolling interests

Swap settlements

( 20 ) 9 ( 4 )

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( 371 ) ( 90 ) 160

Net increase in cash, cash equivalents and restricted cash

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

Cash, cash equivalents and restricted cash - beginning of period

Effect of exchange rate changes on cash balances

( 59 ) 13 ( 26 )

Cash, cash equivalents and restricted cash - end of period

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

Net income (loss)

( 242 ) ( 242 ) 15 ( 227 )

Other comprehensive loss

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

Other comprehensive income

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

( 58 ) ( 58 ) ( 58 )

Common stock share repurchases

( 25 ) ( 25 ) ( 25 )

Retirement of treasury shares

( 216 ) 216 — —

Distributions to noncontrolling interests

— ( 12 ) ( 12 )

Purchase of noncontrolling interests

— ( 2 ) ( 2 )

Redeemable noncontrolling interests adjustment to redemption value

( 41 ) ( 41 ) ( 41 )

Stock compensation

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

Other comprehensive income

Net income (loss)

( 57 ) ( 57 ) 21 ( 36 )

Other comprehensive loss

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

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

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— 2 2,282 204 ( 13 ) ( 1,142 ) 1,333 63 1,396

Net income (loss)

( 57 ) ( 57 ) 21 ( 36 )

Other comprehensive loss

Other comprehensive income

110 110 2 112

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— ( 17 ) ( 17 )

Redeemable noncontrolling interests adjustment to redemption value

Repurchase and retirement of shares

( 1 ) ( 654 ) ( 655 ) ( 655 )

Redeemable noncontrolling interests adjustments to redemption value

Sale of non-wholly-owned subsidiary

Purchase of noncontrolling interests

Stock compensation

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Organization and Summary of Significant Accounting Policies

Goodwill and Other Intangible Assets

Discontinued Operations

Other Intangible Assets

Restructuring of Operations

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Equity Affiliates

Quarterly Financial Data (Unaudited)

Notes to the Consolidated Financial Statements

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sealing and thermal-management products;

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

and motors, power inverters, and control systems for electric vehicles, our customer base 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.

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Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation.

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

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

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.

On January 1, 2026, we completed the previously announced sale of our Off-Highway business to Allison Transmission Holdings, Inc.

The sale was consummated pursuant to the terms and conditions of the definitive agreement to sell that we entered in June 2025.

See Note 2 for additional information.

Held for sale — We classify long-lived assets or disposal groups as held for sale in the period:

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otherwise, they are expensed when incurred.

At December 31, 2024 , the machinery and equipment component of property, plant and equipment includes $ 22 of our tooling related to long-term supply arrangements.

Also at December 31, 2024 , other accounts receivable includes $ 78 and other noncurrent assets includes $ 32 of costs related to tooling, design and development costs that we have a contractual right to collect from our customers.

Goodwill — We test goodwill for impairment annually as of October 31 and more frequently if events occur or circumstances change that would warrant an interim review.

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

A multi-step impairment test is performed on goodwill.

In Step 0, we have the option to evaluate various qualitative factors to determine the likelihood of impairment.

This qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial performance and other events, such as changes in the Company’s management, strategy and primary customer base.

If we determine that the fair value is more likely than not less than the carrying value, then we are required to perform Step 1.

If we do not elect to perform Step 0, we can voluntarily proceed directly to Step 1.

In Step 1, we estimate the fair value of the reporting units using a model that incorporates various valuation methodologies, including discounted cash flow projections and multiples of current earnings.

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 segment EBITDA, discount rates, and terminal growth rates.

If the estimated fair value of the reporting unit exceeds its carrying value, the goodwill is considered not impaired.

If the carrying value of the reporting unit exceeds its estimated fair value, a goodwill impairment charge is recorded for the difference.

See Note 2 for more information about goodwill.

The machinery and equipment component of property, plant and equipment includes $ 20 and $ 22 of our tooling related to long-term supply arrangements at December 31, 2025 and December 31, 2024 .

Also, at December 31, 2025 and December 31, 2024 other accounts receivables include $ 52 and $ 57 and other noncurrent assets include $ 40 and $ 32 of costs related to tooling, design and development that we have a contractual right to collect from our customers.

Intangible assets — Intangible assets include the value of core technology, trademarks and trade names and customer relationships.

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As a fair value hedge of the underlying debt, changes in the fair values of the swap and the underlying debt are recorded in interest expense.

No such fixed-to-floating or floating-to-fixed swaps were outstanding at December 31, 2024 .

No such fixed-to-floating or floating-to-fixed swaps were outstanding at December 31, 2025 or December 31, 2024 .

See Note 14 for additional information.

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Salaries, fringes and occupancy costs, including building, utility and overhead costs, comprise the vast majority of these expenses and are expensed as incurred.

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

Research and development expenses were $ 105 , $ 184 and $ 196 in 2025, 2024 and 2023, respectively.

Recently adopted accounting pronouncements

On December 31, 2024 we adopted Accounting Standards Update (ASU) 2023 - 07, Segment Reporting (Topic 280 ) .

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

On December 31, 2025, we adopted Accounting Standards Update (ASU) 2023 - 09, Improvements to Income Tax Disclosures .

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

See Note 17 for more information.

Recently issued accounting pronouncements

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

In December 2025, the Financial Accounting Standards Board (FASB) issued ASU 2025 - 10, Government Grants (Topic 832 ) , which addresses the recognition, measurement, presentation and disclosure of government grants, including grants related to income and grants related to assets.

The new guidance leverages the principles in the accounting framework for government assistance in IFRS, specifically IAS 20, with certain targeted improvements.

This ASU requires entities to recognize government grants only when it is probable that the entity will meet the stipulated grant conditions and ultimately receive the grant funds.

This ASU provides two acceptable methods for accounting for grants related to assets:

the grant may be initially recognized as deferred income, or it may be recorded as an adjustment to reduce the cost basis of the related asset.

For grants related to income, the standard mandates that these shall be consistently recognized as deferred income.

Deferred grants should be recognized in earnings on a systematic and rational basis either under a general heading such as other income or deducted from the related expense.

The guidance is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods;

early adoption is permitted.

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

In November 2025, the FASB issued ASU 2025 - 09, Derivatives and Hedging (Topic 815 ), which provides targeted amendments to better align U.S.

GAAP with common risk management practices.

The guidance simplifies cash flow hedge accounting for forecasted transactions primarily by allowing entities to hedge a broader group of risks using a single derivative.

Additionally, the ASU expands the scope of qualifying hedged items to include certain nonfinancial components, creates an optional accounting model for "choose-your-rate" debt instruments, and eliminates the recognition mismatch for dual-hedge strategies.

The guidance is effective for annual reporting periods beginning after December 15, 2026;

early adoption is permitted.

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

In September 2025, the 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.

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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 becomes 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.

Goodwill and Other Intangible Assets

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

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

Based on the results of the qualitative assessment, we determined that it is more likely than not that the fair value of our Off-Highway reporting unit exceeded its carrying value and as such, our goodwill was not considered impaired as of October 31, 2024 .

We evaluated macro-economic conditions during the third quarter of 2022, including the impact of the Federal Reserve further increasing the risk-free interest rate, as well as the negative impact of sustained higher commodity costs, non-material cost increases and operational inefficiencies attributable to continued global supply chain disruptions.

We believe that these conditions were factors in our market capitalization falling below the book value of net assets as of September 30, 2022.

Accordingly, we concluded a triggering event had occurred and performed an interim goodwill impairment analyses for our Commercial Vehicle and Off-Highway reporting units.

Based on the results of our interim impairment analyses, we concluded that the carrying value exceeded fair value of our Commercial Vehicle reporting unit and we recorded a goodwill impairment charge of $ 191 , representing a full impairment of goodwill assigned to the Commercial Vehicle reporting unit.

Our analysis for the Off-Highway reporting unit indicated that the fair value exceeded the carrying value by a substantial amount and, accordingly, no impairment charge was required.

Changes in the carrying amount of goodwill by segment —

Balance, December 31, 2022

Currency impact

Balance, December 31, 2023

Impaired as part of disposal group previously held for sale

Currency impact

Balance, December 31, 2024

Discontinued Operations

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

The transaction closed on January 1, 2026, with Dana receiving gross cash proceeds of $ 2,664 .

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

We expect to recognize a gain on the sale within our financial statements for the first quarter of 2026.

The initial accounting for the sale is in process, including the effect of working capital and net indebtedness adjustments and the recognition of foreign currency translation adjustments included in accumulated other comprehensive loss.

As such, the gain on sale cannot be estimated at this time.

At closing, Dana entered into a transition services agreement, engineering services agreement, intellectual property and trademark license agreements, and certain supply agreements with Allison.

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

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

$ 2,498 $ 2,696 $ 3,085

Cost of sales

2,039 2,198 2,562

Selling, general and administrative expenses

Amortization of intangibles

Restructuring charges, net

Other income (expense), net

Earnings from discontinued operations before interest and income taxes

Interest income

Interest expense

Earnings from discontinued operations before income taxes

Income tax expense

Net income from discontinued operations

$ 155 $ 293 $ 310

During 2025, we incurred $ 84 of Off-Highway business divestiture transaction related costs.

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

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

Accounts receivable - Trade

Accounts receivable - Other

Other current assets

Current assets of disposal group held for sale

$ 1,029 $ 923

Deferred tax assets

Other noncurrent assets

Operating lease assets

Property, plant and equipment, net

Noncurrent assets of disposal group held for sale

Current portion of long-term debt

Accounts payable

Accrued payroll and employee benefits

Taxes on income

Current portion of operating lease liabilities

Other accrued liabilities

Current liabilities of disposal group held for sale

Long-term debt

Noncurrent operating lease liabilities

Pension and postretirement obligations

Other noncurrent liabilities

Noncurrent liabilities of disposal group held for sale

Other Intangible Assets

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

Non-amortizable trademarks and trade names consist of the Dana®, Spicer® and TM4® trademarks and trade names utilized in our Commercial Vehicle and Off-Highway segments.

Non-amortizable trademarks and trade names consist of the Dana®, Spicer® and TM4® trademarks and trade names utilized in our Commercial Vehicle segment.

We value trademarks and trade names using a relief from royalty method which is based on revenue streams.

No impairment was recorded during the three years ended December 31, 2025 in connection with the required annual assessment for trademarks and trade names.

Amortizable intangible assets — Our amortizable intangible assets include core technology, customer relationships and a portion of our trademarks and trade names.

Amortizable intangible assets — Our amortizable intangible assets include core technology and customer relationships.

Core technology includes the proprietary know-how and expertise that is inherent in our products and manufacturing processes.

Customer relationships include the established relationships with our customers and the related ability of these customers to continue to generate future recurring revenue and income.

Amortizable trademarks and trade names include the Graziano™, Fairfield® and Brevini® trademarks and trade names utilized in our Off-Highway segment.

These assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

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If the undiscounted cash flows do not indicate that the carrying amount of the asset group is recoverable, an impairment charge is recorded if the carrying amount of the asset group exceeds its fair value based on discounted cash flow analyses or appraisals.

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

There were no impairments recorded during the three years ended December 31, 2025 .

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

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11 $ 50 $ ( 32 ) $ 18 $ 47 $ ( 25 ) $ 22

Trademarks and trade names

13 23 ( 14 ) 9 28 ( 14 ) 14

Customer relationships

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$ 156 $ ( 85 ) $ 71 $ 150 $ ( 70 ) $ 80

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

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

Light Vehicle – $ 11 , Commercial Vehicle – $ 51 , Off-Highway – $ 85 , and Power Technologies – $ 3 .

The net carrying amounts of intangible assets attributable to each of our operating segments at December 31, 2025 were as follows:

Light Vehicle Systems (Light Vehicle) – $ 8 and Commercial Vehicle Systems (Commercial Vehicle) – $ 63 .

Amortization expense related to amortizable intangible assets —

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

Accrued restructuring costs and activity, including noncurrent portion —

During 2025, we continued to execute on these initiatives.

Accrued restructuring costs and activity —

Balance, December 31, 2022

$ 11 $ — $ 11

Charges to restructuring

Adjustments of accruals

Cash payments

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Charges to restructuring

Adjustments of accruals

Cash payments

( 20 ) ( 12 ) ( 32 )

Currency impact

Balance, December 31, 2024

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Other accrued liabilities (current):

Mandatorily redeemable noncontrolling interest

Non-income taxes payable

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( 62 ) 65 109

$ 29 $ 33 $ 15

Cash paid during the period for:

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Confirmed invoices paid during the year

( 194 ) ( 193 )

Confirmed obligations outstanding at the end of the year

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The following table provides a summary of the location and amounts related to finance leases recognized in the consolidated balance sheet.

Short-term lease costs were insignificant as o f December 31, 2024 , 2023 , and 2022 .

Short-term and variable lease costs were insignificant as o f December 31, 2025 , 2024 , and 2023 .

Classification

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Amortization of right-of-use assets

$ 23 $ 10 $ 6

Interest on lease liabilities

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Present value of lease liabilities

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

These leases generally have lease terms of five years.

Stockholders' Equity

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

Treasury stock — On December 17, 2022, we retired 13,477,933 shares of treasury stock.

The $ 216 excess of the cost of the treasury stock over the common stock par value, based on the weighted-average pool price of our treasury shares at the date of retirement, was charged to additional paid-in capital.

Changes in each component of AOCI of the parent —

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Currency translation adjustments

( 88 ) ( 88 )

Holding gains and losses

1 unchanged sentence

( 23 ) ( 23 )

Net actuarial gains

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

Tax benefit (expense)

Net actuarial losses

( 25 ) ( 25 )

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

Other comprehensive income (loss)

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Currency translation adjustments

( 110 ) ( 110 )

Holding gains and losses

Reclassification of amount to net income (a)

( 28 ) ( 28 )

Net actuarial losses

Reclassification of amount to net income (a)

( 31 ) ( 31 )

Net actuarial gains

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

Tax benefit (expense)

Other comprehensive income (loss)

4 unchanged sentences

Currency translation adjustments

( 110 ) ( 110 )

Holding gains and losses

( 28 ) ( 28 )

Reclassification of amount to net income (a)

( 31 ) ( 31 )

Net actuarial gains

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

Tax benefit (expense)

Other comprehensive income (loss)

( 13 ) ( 6 ) ( 19 )

Other comprehensive income

Balance, December 31, 2025

5 unchanged sentences

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.

Hydro-Québec owned a 45 % redeemable noncontrolling interest in Dana TM4 Inc., Dana TM4 Electric Holdings BV and Dana TM4 USA, LLC.

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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.

On May 6, 2024, Hydro‑Québec delivered its put notice to Dana.

Following this notice, Dana ceased attributing net income (loss) and other comprehensive income (loss) of Dana TM4 Inc., Dana TM4 Electric Holdings BV, and Dana TM4 USA, LLC to Hydro‑Québec’s redeemable noncontrolling interest.

During the fourth quarter of 2025, we finalized the purchase price with Hydro‑Québec resulting in the redeemable noncontrolling interest becoming mandatorily redeemable and reclassified the redemption value to other current liabilities.

As of December 31, 2025, the liability was remeasured to reflect the final purchase price of $ 190 , resulting in an incremental charge of $ 2 , which was recorded in other income (expense), net.

The purchase agreement with Hydro‑Québec includes a contingent earnout provision that may require additional consideration if a cumulative sales threshold is achieved over the three‑year period ending December 31, 2028.

The maximum potential earnout payment is $ 266 .

We determined that it is not probable the minimum sales threshold will be met and therefore no liability has been recorded.

On January 20, 2026, the transaction was completed and we paid Hydro‑Québec the full purchase price of $ 190 .

Reconciliation of changes in redeemable noncontrolling interests —

2 unchanged sentences

Adjustment to redemption value

Reclassification to other liabilities

Comprehensive income (loss) adjustments:

Net loss attributable to redeemable noncontrolling interests

( 13 ) ( 12 )

Other comprehensive income (loss) attributable to redeemable noncontrolling interests

2 unchanged sentences

Reconciliation of the numerators and denominators of the earnings per share calculations —

Net income (loss) available to common stockholders - Numerator basic and diluted

Net loss from continuing operations

( 53 ) ( 342 ) ( 262 )

Noncontrolling interests net income from continuing operations

Redeemable noncontrolling interest net loss from continuing operations

( 13 ) ( 12 )

Net loss from continuing operations attributable to the parent company

( 70 ) ( 350 ) ( 272 )

Net income from discontinued operations

Net income (loss) attributable to the parent company

$ 85 $ ( 57 ) $ 38

Weighted-average common shares outstanding - Basic

4 unchanged sentences

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

We excluded 0.1 million CSEs from the calculations of diluted earnings per share for the years 2023 and 2022 as the effect of including them would have been anti-dilutive.

In addition, we excluded CSEs that satisfied the definition of potentially dilutive shares of 0.2 million and 0.7 million for 2024 and 2022 because the net loss position made these anti-dilutive.

We excluded 0.1 million CSEs from the calculations of diluted earnings per share for the year 2023 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 1.8 million, 0.2 million, and 0.2 million for 2025, 2024, and 2023 as a result of the loss from continuing operations for these periods.

Stock Compensation

17 unchanged sentences

Cash received from exercise of stock options

Cash paid to settle SARs and RSUs

Intrinsic value of stock options and SARs exercised

Cash paid to settle RSUs

Intrinsic value of stock options exercised

Intrinsic value of RSUs and PSUs vested

During the year ended 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.

The weighted-average fair values presented above, including the beginning-of-year values, reflect the impact of this modification.

Compensation expense is generally measured based on the fair value at the date of grant and is recognized on a straight-line basis over the vesting period.

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(for employee awarded units), cash equal to the market value per share.

All RSUs contain dividend equivalent rights.

All RSUs contain forfeitable dividend equivalent rights.

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

1 unchanged sentence

Under the 2025 , 2024 , and 2023 stock compensation award programs, 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 portions of the awards based on financial metrics, we estimated the fair value at grant date based on the closing market price of our common stock at the date of grant adjusted for the value of assumed dividends over the period because the awards are not dividend protected.

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

The estimated grant date value is accrued over the performance period and adjusted as appropriate based on performance relative to the target.

3 unchanged sentences

Treasury constant maturity rates at the grant date.

The dividend yield was calculated using our historical approach calculated by dividing the expected annual dividend by the average stock price over the prior year.

The estimated volatility was based on observed historical volatility of daily stock returns for the 3 -year period preceding the grant date.

2 unchanged sentences

4.23 % 4.39 %

Dividend yield

Expected volatility

6 unchanged sentences

Under the 2024 and 2023 annual incentive programs, participants were eligible to receive cash awards based on achieving earnings, sales and cash flow performance goals.

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

We recognized $ 72 , $ 49 and $ 85 of expense in 2025 , 2024 and 2023 for the expected cash payments under these programs.

Pension and Postretirement Benefit Plans

11 unchanged sentences

Amortization of net actuarial loss

Net periodic benefit cost (credit)

Net periodic benefit cost

2 14 7 14 3 13

4 unchanged sentences

( 5 ) ( 1 ) ( 7 ) ( 1 ) ( 7 )

( 4 ) ( 6 ) 3 3

Total recognized in OCI

6 unchanged sentences

( 3 ) ( 2 ) ( 4 )

Net periodic benefit cost (credit)

Net periodic benefit credit

— ( 1 ) — — — ( 2 )

1 unchanged sentence

Amount due to net actuarial (gains) losses

( 1 ) 8 ( 1 ) ( 15 )

Reclassification adjustment for net actuarial gain in net periodic benefit cost

Total recognized in OCI

— 2 — 12 ( 1 ) ( 13 )

Net recognized in benefit cost (credit) and OCI

Net recognized in benefit credit and OCI

$ — $ 1 $ — $ 2 $ — $ 10

30 unchanged sentences

Translation adjustments

( 7 ) 4 ( 1 )

Fair value at end of period

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$ 146 $ ( 4 ) $ 154 $ 6 $ ( 1 ) $ ( 22 ) $ — $ ( 23 )

The net actuarial gain for U.S.

pension plans for 2025 was primarily due to the actual return on assets exceeding the expected asset return, partially offset by a decrease in discount rates.

The actuarial gain for non-U.S.

plans was due to an increase in discount rates.

The net actuarial loss for U.S.

2 unchanged sentences

plans was due to an increase in discount rates.

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

The net actuarial loss for pension for 2023 was primarily due to a decrease in discount rates, partially offset due to the actual return on assets exceeding the expected asset return.

The actuarial loss for OPEB for 2023 was primarily due to a decrease in the discount rates.

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

10 unchanged sentences

Projected benefit obligation

126 271 133 298

Fair value of plan assets

3 unchanged sentences

Equity securities:

All World Equity

$ 44 $ — $ — $ — $ 44 $ — $ — $ —

EAFE composite

Emerging markets

Fixed income securities:

2 unchanged sentences

government securities

Emerging market debt

Collateralized mortgage obligations

14 unchanged sentences

Emerging market debt

Collateralized mortgage obligations

Alternative investments:

10 unchanged sentences

$ — $ 8 $ — $ 9

Actual gains relating to assets still held at the reporting date

Purchases, sales and settlements

( 1 ) ( 2 ) ( 1 )

Currency impact

Fair value at end of period

60 unchanged sentences

Discount rate

5.62 % 4.99 % 5.19 % 5.01 % 5.54 % 5.44 %

N/A 4.73 % N/A 4.99 % N/A 5.01 %

Net periodic benefit cost:

Discount rate

5.18 % 5.32 % 5.48 % 5.64 % 2.84 % 3.34 %

N/A 5.43 % N/A 5.32 % N/A 5.64 %

Initial health care cost trend rate

15 unchanged sentences

There are projected contributions of $ 1 and $ 17 to be made during 2026 for our U.S.

plans and non-U.S.

plans, respectively.

pension plans and non-U.S.

pension plans, respectively.

Multi-employer pension plans — We participate in the Steelworkers Pension Trust (SPT) multi-employer pension plan which provides pension benefits to certain of our U.S.

54 unchanged sentences

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

On 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:

6 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.

3 unchanged sentences

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

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

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

On December 4, 2025, we offered as part of a net proceeds tender offer to purchase at a price equal to 100.00 % plus accrued and unpaid interest up to $ 173 of our November 2027 Notes, up to $ 173 of our June 2028 Notes, up to €141 of our July 2029 Notes, up to $ 173 of our September 2030 Notes, up to €184 of our July 2031 Notes and up to $ 152 of our February 2032 Notes.

The offers were conditioned on Dana receiving proceeds from the sale of its Off-Highway business and other customary conditions.

In addition, on December 4, 2025, we issued notices of conditional full redemption with a redemption date of January 8, 2026 for all of our outstanding November 2027 Notes and June 2028 Notes at a redemption price equal to 100.00 % plus accrued and unpaid interest.

The redemptions were conditioned on Dana receiving proceeds from the sales of its Off-Highway business.

On January 1, 2026, Dana completed the sale of its Off-Highway business.

See Note 2 for additional information.

On January 7, 2026, we purchased $ 138 of our November 2027 Notes, $ 142 of our June 2028 Notes, €141 of our July 2029 Notes ($ 164 as of January 7, 2026), $ 173 of our September 2030 Notes, €9 of our 2031 Notes ($ 10 as of January 7, 2026) and $ 152 of our February 2032 Notes at prices equal to 100.00 % plus accrued and unpaid interest.

On January 8, 2026, we redeemed the remaining $ 262 of our November 2027 Notes and the remaining $ 258 of our June 2028 Notes at prices equal to 100.00 % plus accrued and unpaid interest.

During the first quarter of 2026, we will recognize a $ 6 loss on extinguishment of debt comprised of the write-off of previously deferred financing costs associated with the redeemed senior notes.

Credit agreement — On March 14, 2023, we amended our credit and guaranty agreement, extending its maturity to March 14, 2028.

We recorded deferred fees of $ 2 related to the amendment.

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

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

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

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

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.

On December 31, 2025, we made the required $ 25 payment on the Term A 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 are secured by a first -priority lien on substantially all of the assets of Dana and the guarantors, subject to certain exceptions.

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

Total Net Leverage Ratio

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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 December 31, 2024, we had no outstanding borrowings under the Revolving Facility and had utilized $ 10 for letters of credit.

At December 31, 2025 , we had $ 390 of outstanding borrowings under the Revolving Facility and had utilized $ 10 for letters of credit.

We had availability at December 31, 2025 under the Revolving Facility of $ 750 after deducting the letters of credit.

On January 1, 2026, Dana completed the sale of its Off-Highway business.

See Note 2 for additional information.

On January 2, 2026, we repaid the $ 225 outstanding balance on the Term A Facility.

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

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Fair Value Level

Carrying Value

Long-term debt

11 unchanged sentences

Traded Amount

April 2025 Notes

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

Luxembourg Intercompany Notes

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

Luxembourg Intercompany Notes

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

Undesignated 2026 Swap

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Traded Currency

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

Canadian dollar, Mexican peso

$ 254 $ 77 $ 331 Dec-2026

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

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

311 8 319 Sep-2027

British pound

18 4 22 Dec-2025

26 21 47 Sep-2026

South African rand

dollar, euro, Thai baht

29 29 Feb-2025

6 12 18 Sep-2025

35 35 May-2026

15 15 Jan-2026

Canadian dollar

1 unchanged sentence

Brazilian real

61 24 85 Nov-2025

30 14 44 Jun-2026

dollar, euro, British pound

69 69 Dec-2026

Chinese renminbi

dollar, Canadian dollar, euro

Swedish krona

Australian dollar

Total forward contracts

1,056 275 1,331

326 198 524 Nov-2027

19 unchanged sentences

Derivatives Designated as Cash Flow Hedges

2025 2024 2023

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

3 unchanged sentences

Other income (expense), net

( 46 ) ( 21 ) ( 14 )

(Gain) or loss on cash flow hedging relationships

8 unchanged sentences

Other income (expense), net

( 37 ) 19 ( 43 )

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

4 unchanged sentences

Derivatives Not Designated as Hedging Instruments

2025 2024 2023

Gain or (loss) recognized in income

1 unchanged sentence

Cost of sales

$ 3 $ 3 $ ( 2 )

Other income (expense), net

4 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.

These forwards will mature in November 2025.

These forwards matured in November 2025.

Commitments and Contingencies

1 unchanged sentence

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

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

facilities were assigned to a U.S.

affiliate of Metalsa.

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

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

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

18 unchanged sentences

Income tax expense —

federal and state

$ 16 $ 38 $ 19

Current tax expense (benefit)

state and local

Total current

federal and state

Deferred tax expense (benefit)

( 38 ) ( 63 ) ( 100 )

state and local

( 3 ) ( 6 ) ( 3 )

( 19 ) ( 7 ) 4

Total deferred

( 60 ) ( 76 ) ( 99 )

Total expense

Total income tax expense

$ 53 $ 31 $ 7

3 unchanged sentences

$ ( 171 ) $ ( 350 ) $ ( 280 )

Earnings (loss) before income taxes

Loss from continuing operations before income taxes

$ ( 32 ) $ ( 321 ) $ ( 246 )

14 unchanged sentences

income and withholding tax liabilities based on the amount and source of these earnings, as well as the expected means through which those earnings may be taxed.

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

We recognized net expense of $ 1 in 2025 , $ 7 in 2024 and $ 6 in 2023 , related to future income taxes and non-U.S.

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

4 unchanged sentences

( 7 ) 21 ( 67 ) 21 ( 52 ) 21

Adjustments resulting from:

State and local income taxes, net of federal benefit

Adjustments resulting from (a) :

state and local income taxes, net of federal income tax effect (b)

( 1 ) 3 ( 4 ) 1 5 ( 2 )

income / expense

Changes in valuation allowances

Statutory tax rate difference

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

Credits and tax incentives

Non-taxable income/loss

Changes in valuation allowances

( 15 ) 47 9 ( 3 )

tax and withholding tax on non-US earnings

Adjustments to deferred tax balances

Statutory tax rate difference

2 ( 6 ) 4 ( 1 )

Intercompany sale of certain operating assets

Changes in valuation allowances

Statutory tax rate difference

United Kingdom

2 ( 1 ) 3 ( 1 )

Settlement and return adjustments

Statutory tax rate difference

Tax on remittance of foreign earnings

( 6 ) 19 ( 8 ) 3

Enacted change in tax rates

Goodwill impairment

Miscellaneous items

Tax on remittance of foreign earnings

3 ( 9 ) 3 ( 1 ) 4 ( 2 )

Valuation allowance adjustments

Non-taxable income/loss

Tax on remittance of foreign earnings

10 ( 31 ) 11 ( 3 )

Effective income tax rate

6 ( 19 ) 6 ( 2 ) 6 ( 2 )

Tax on remittance of foreign earnings

( 1 ) 3 ( 4 ) 2 1 —

Changes in valuation allowances

17 ( 53 ) 10 ( 3 ) 16 ( 7 )

( 8 ) 25 8 ( 2 ) ( 4 ) 2

Statutory tax rate difference

( 5 ) 16 4 ( 1 ) 6 ( 2 )

Other foreign jurisdictions

9 ( 28 ) 7 ( 3 )

Effects of changes in tax laws or rates enacted in the current period

Effects of cross-border tax laws

Foreign tax credits and associated impacts

( 19 ) 59 ( 25 ) 8 ( 8 ) 3

Global intangible low-taxed income

25 ( 78 ) 15 ( 5 ) 22 ( 9 )

branch income

21 ( 66 ) 6 ( 2 ) 2 ( 1 )

Research and development tax credits

( 12 ) 37 ( 10 ) 3 ( 5 ) 2

Changes in valuation allowances

24 ( 75 ) 16 ( 5 ) 20 ( 8 )

Nontaxable or nondeductible items

Executive compensation

10 ( 31 ) 2 ( 1 ) 2 ( 1 )

1 ( 3 ) 3 ( 1 ) 1 —

Changes in unrecognized tax benefits

16 ( 50 ) 9 ( 3 ) 17 ( 7 )

Other adjustments

Sale of certain operating assets

5 ( 16 ) ( 1 ) 1

Intercompany sale of intangible assets to the U.S.

Basis difference in foreign subsidiary

( 2 ) 6 4 ( 2 )

Income tax expense

53 ( 166 ) 31 ( 10 ) 7 ( 3 )

(a) The disclosure threshold was applied separately to each year;

thus unlisted amounts were not subject to the threshold in that year.

(b) States taxes comprise the majority of this category:

2025 - Illinois, Kentucky and Texas;

2024 - Kentucky and Texas;

and 2023 - Kentucky, Michigan and Texas.

During 2025 , we recorded a tax benefit of $ 48 to release valuation allowance on certain U.S.

federal attributes, $ 7 of tax benefit due to 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 a foreign jurisdiction and $ 6 of tax expense resulting from the sale of Dana's ownership interest in an equity method investment.

During 2024 , we recorded tax expense of $ 21 for valuation allowances related to foreign jurisdictions and tax expense of $ 11 due to revisions in our assertions on unremitted earnings in foreign jurisdictions.

1 unchanged sentence

In addition, we recorded net benefit of $ 55 on the intercompany sale of intangible assets to the U.S.

During 2022, we recognized tax expense of $ 240 to record valuation allowance in the U.S., which includes $ 189 on U.S.

federal credits and attributes and $ 51 related to U.S.

state attributes.

In addition, we recorded a tax benefit of $ 32 to adjust U.S.

A pre-tax goodwill impairment charge of $ 191 with an associated income tax benefit of $ 2 was also recorded.

Cash paid for income taxes, net of refunds — Cash paid for income taxes, net of refunds, for the years ended December 31, 2025, 2024, and 2023 were as follows:

$ — $ ( 1 ) $ 2

state and local

Total Non-U.S.

$ 96 $ 100 $ 92

* Jurisdiction below the threshold for the period presented.

Deferred tax assets and liabilities — Temporary differences and carryforwards give rise to the following deferred tax assets and liabilities.

13 unchanged sentences

( 54 ) ( 29 )

( 36 ) ( 58 )

Deferred tax liabilities

15 unchanged sentences

22 ( 22 ) Unlimited

8 ( 8 ) Unlimited

7 ( 7 ) Unlimited

21 ( 21 ) Unlimited

78 ( 78 ) Various

12 unchanged sentences

Decrease related to prior years tax positions

( 6 ) ( 5 ) ( 43 )

Decrease related to settlements

Increase related to prior years tax positions

Increase related to current year tax positions

Decrease related to settlements

Balance, end of period

$ 131 $ 112 $ 112

We anticipate that the change in our gross unrecognized tax benefits will not be significant in the next twelve months as a result of examinations in various jurisdictions.

The settlement of these matters will not impact the effective tax rate.

Gross unrecognized tax benefits of $ 101 would impact the effective tax rate if recognized.

9 unchanged sentences

Loss on sale of property, plant and equipment

( 6 ) ( 1 ) ( 2 )

Loss on divestiture of ownership interests

Impairment of electric vehicle program property, plant and equipment

Other income (expense), net

4 unchanged sentences

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

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

Continued devaluation of the Argentine peso was the primary driver of the foreign exchange loss in 2024 and 2025.

Strategic transaction expenses relate primarily to costs incurred in connection with acquisition and divestiture related activities, including costs to complete the transaction and post-closing integration costs.

Strategic transaction expenses in 2025 , 2024 and 2023 were primarily attributable to investigating potential acquisitions and business ventures, divestitures 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 21 for additional information.

During the fourth quarter of 2025, we recorded an impairment charge associated with machinery and equipment, including construction in progress, of certain electric vehicle programs that were either cancelled by the customer or that have experienced a precipitous decline in program volumes.

Revenue from Contracts with Customers

18 unchanged sentences

See Note 16 for additional information.

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

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

Contract liabilities were $ 25 and $ 50 at December 31, 2024 and December 31, 2023 .

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

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 $ 25 and $ 6 recorded in other accrued liabilities and $ 59 and $ 1 recorded in other noncurrent liabilities at December 31, 2025 and December 31, 2024 .

Disaggregation of revenue —

15 unchanged sentences

$ 7,500 $ 7,734 $ 7,613

Power Technologies

North America

$ 737 $ 642 $ 599

South America

$ 1,288 $ 1,243 $ 1,141

North America

$ 4,970 $ 4,752 $ 4,923

3,146 3,550 3,059

South America

1,389 1,522 1,386

$ 10,284 $ 10,555 $ 10,156

Segments, Geographical Area and Major Customer Information

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

We also serve the stationary industrial market.

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

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

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

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

2 unchanged sentences

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

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

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

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

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

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

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

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's CODM evaluates the performance of its operating segments based on external sales and segment EBITDA.

1 unchanged sentence

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.

4 unchanged sentences

5,349 2,363 7,712

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

Reconciliation of sales

2 unchanged sentences

Cost of sales

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

Selling, general and administrative expenses

122 98 141 74

Other segment items (a)

9 unchanged sentences

5,399 2,573 7,972

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

Reconciliation of sales

2 unchanged sentences

Cost of sales

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

Selling, general and administrative expenses

131 108 165 74

Other segment items (a)

( 16 ) 13 11 3

Segment EBITDA

8 unchanged sentences

5,137 2,726 7,863

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

Reconciliation of sales

2 unchanged sentences

Cost of sales

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

Selling, general and administrative expenses

115 104 135 63

Other segment items (a)

7 unchanged sentences

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

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

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

Segment EBITDA

13 unchanged sentences

Loss on sale of property, plant and equipment

( 6 ) ( 1 ) ( 2 )

Electric vehicle program termination charges

Loss on divestiture of ownership interests

Supplier capacity charge, net

Loss on disposal group previously held for sale

Supplier capacity charge

Amounts attributable to previously closed/divested operations

Distressed supplier costs

Amounts attributable to previously divested/closed operations

Impairment of goodwill

Earnings before interest and income taxes

( 4 ) ( 19 ) ( 2 )

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

139 ( 176 ) ( 108 )

Loss on extinguishment of debt

1 unchanged sentence

Interest expense

Earnings (loss) before income taxes

Loss from continuing operations before income taxes

$ ( 32 ) $ ( 321 ) $ ( 246 )

7 unchanged sentences

Other current assets

Current assets of disposal group held for sale

1,029 923 1,095

Deferred tax assets

4 unchanged sentences

1,872 1,830 1,899

Noncurrent assets of disposal group held for sale

$ 7,808 $ 7,486 $ 7,948

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

Geographic information — Of our 2025 consolidated net sales, the U.S., Germany and Brazil account for 57 %, 6 % and 6 %, respectively.

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

11 unchanged sentences

1,489 1,489 1,564 576 443 437

3,146 3,550 3,059 714 722 652

South America

3 unchanged sentences

672 728 669 117 110 137

581 634 554 172 173 183

438 503 484 88 106 105

Other Asia Pacific

2 unchanged sentences

$ 7,500 $ 7,734 $ 7,613 $ 2,177 $ 2,090 $ 2,185

Sales to major customers — Ford and Stellantis N.V.

Sales to major customers — Ford Motor Company (Ford) and Stellantis N.V.

were the only individual customers to whom sales have exceeded 10% of our consolidated sales in one or more of the past three years.

1 unchanged sentence

Sales to Stellantis N.V.

(via a directed supply relationship) were $ 789 ( 8 %) in 2024, $ 918 ( 9 %) in 2023 and $ 1,166 ( 11 %) in 2022.

(including those via a directed supply relationship) were $ 989 ( 13 %) in 2025 , $ 801 ( 10 %) in 2024 and $ 922 ( 12 %) in 2023 .

Equity Affiliates

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

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

Dividends received from equity affiliate s were $ 5 , $ 3 and $ 3 in 2025 , 2024 and 2023 .

3 unchanged sentences

ROC-Spicer, Ltd.

Axles India Limited (AIL)

Tai Ya Investment (HK) Co., Limited (Tai Ya)

3 unchanged sentences

Investments in affiliates

The carrying value of our equity method investments at December 31, 2024 w a s $ 5 morethan our share of the affiliates’ book values.

The basis differences relate to our DDAC and ROC-Spicer investments and are primarily attributable to goodwill and property, plant and equipment.

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.

The carrying value of our equity method investments at December 31, 2025, was $ 5 more than our share of the affiliates' book values.

The basis difference relate to our DDAC and ROC-Spicer investments and are primarily attributable to goodwill and property, plant and equipment.

Quarterly Financial Data (Unaudited)

Quarter Ended

September 30,

$ 1,781 $ 1,935 $ 1,917 $ 1,867

Cost of sales

1,663 1,797 1,751 1,687

Net income (loss) from continuing operations

( 17 ) ( 12 ) 13 ( 37 )

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

( 22 ) ( 16 ) 9 ( 41 )

Net income (loss) from discontinued operations

47 43 74 ( 9 )

Net income (loss) attributable to the parent company

25 27 83 ( 50 )

Basic earnings (loss) per share from continuing operations

( 0.15 ) ( 0.11 ) 0.07 ( 0.35 )

Basic earning (loss) per share from discontinued operations

0.32 0.30 0.58 ( 0.08 )

Basic earnings (loss) per share

0.17 0.19 0.65 ( 0.43 )

Diluted earnings (loss) per share from continuing operations

( 0.15 ) ( 0.11 ) 0.07 ( 0.35 )

Diluted earning (loss) per share from discontinued operations

0.32 0.30 0.57 ( 0.08 )

Diluted earnings (loss) per share

0.17 0.19 0.64 ( 0.43 )

Weighted-average common shares outstanding - Basic

145.6 143.8 128.4 115.6

Weighted-average common shares outstanding - Diluted

145.6 143.8 130.8 115.6

Quarter Ended

September 30,

$ 2,015 $ 2,047 $ 1,897 $ 1,775

Cost of sales

1,903 1,930 1,775 1,748

Net loss from continuing operations

( 65 ) ( 61 ) ( 21 ) ( 195 )

Net loss from continuing operations attributable to parent company

( 62 ) ( 61 ) ( 28 ) ( 199 )

Net income from discontinued operations

Net income (loss) attributable to the parent company

3 16 4 ( 80 )

Basic loss per share from continuing operations

( 0.43 ) ( 0.42 ) ( 0.19 ) ( 1.37 )

Basic earning per share from discontinued operations

0.45 0.53 0.22 0.82

Basic earnings (loss) per share

0.02 0.11 0.03 ( 0.55 )

Diluted loss per share from continuing operations

( 0.43 ) ( 0.42 ) ( 0.19 ) ( 1.37 )

Diluted earning per share from discontinued operations

0.45 0.53 0.22 0.82

Diluted earnings (loss) per share

0.02 0.11 0.03 ( 0.55 )

Weighted-average common shares outstanding - Basic

144.8 145.0 145.0 145.3

Weighted-average common shares outstanding - Diluted

144.8 145.0 145.0 145.3

Dana Incorporated

13 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data