What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-10-31 · 197 added, 407 removed, 719 unchanged (46% of the section changed)

4 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

$ 1,868 $ 1,781

1 unchanged sentence

Cost of sales

1,751 1,775 5,211 5,609

Selling, general and administrative expenses

87 106 291 328

Amortization of intangibles

Restructuring charges, net

Gain (loss) on disposal group previously held for sale

Other income (expense), net

( 20 ) ( 6 ) ( 31 ) ( 14 )

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

53 ( 8 ) 77 ( 59 )

Earnings from continuing operations before interest and income taxes

Loss on extinguishment of debt

Interest income

Interest expense

47 38 130 117

Income (loss) from continuing operations before income taxes

9 ( 41 ) ( 45 ) ( 167 )

Income tax benefit

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

Loss from continuing operations before income taxes

Income tax expense (benefit)

Equity in earnings of affiliates

Net income (loss) from continuing operations

Net loss from continuing operations

( 15 ) ( 17 )

Net income from discontinued operations

74 32 164 174

Noncontrolling interests net income from continuing operations

Redeemable noncontrolling interests net loss from continuing operations

Net income attributable to the parent company

$ 83 $ 4 $ 135 $ 23

Net income per share available to common stockholders

Basic earnings (loss) per share from continuing operations

Net income (loss) per share available to common stockholders

Basic loss per share from continuing operations

$ ( 0.17 ) $ ( 0.15 )

Basic earnings per share from discontinued operations

0.58 0.22 1.18 1.20

Basic earnings per share

$ 9.89 $ 0.17

Diluted earnings (loss) per share from continuing operations

Diluted loss per share from continuing operations

$ ( 0.17 ) $ ( 0.15 )

Diluted earnings per share from discontinued operations

0.57 0.22 1.18 1.20

Diluted earnings per share

1 unchanged sentence

Weighted-average common shares outstanding

128.4 145.0 139.2 144.9

130.8 145.0 139.2 144.9

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

3 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Net income (loss) from continuing operations

Net loss from continuing operations

$ ( 15 ) $ ( 17 )

1 unchanged sentence

Currency translation adjustments

2 16 49 ( 45 )

Hedging gains and losses

6 ( 6 ) 47 ( 34 )

Defined benefit plans

Other comprehensive income (loss) from continuing operations

9 11 97 ( 73 )

Total comprehensive income (loss) from continuing operations

22 ( 10 ) 81 ( 220 )

Net income from discontinued operations

74 32 164 174

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

Currency translation adjustments

( 10 ) ( 2 ) ( 2 ) ( 7 )

Hedging gains and losses

( 1 ) 1 ( 1 )

Other comprehensive loss from discontinued operations

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

Other comprehensive income from discontinued operations

Total comprehensive income from discontinued operations

64 29 163 166

Total comprehensive income (loss)

86 19 244 ( 54 )

Total comprehensive income

Comprehensive income from continuing operations attributable to noncontrolling interests

( 3 ) ( 7 ) ( 14 ) ( 16 )

Comprehensive loss from continuing operations attributable to redeemable noncontrolling interests

Comprehensive income (loss) attributable to the parent company

$ 83 $ 12 $ 230 $ ( 53 )

Comprehensive income attributable to the parent company

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

2 unchanged sentences

(In millions, except share and per share amounts)

September 30,

Current assets

12 unchanged sentences

$ 6,078 $ 7,808

Liabilities, redeemable noncontrolling interests and equity

Liabilities and equity

Current liabilities

15 unchanged sentences

Commitments and contingencies (Note 12)

Redeemable noncontrolling interests

Parent company stockholders' equity

9 unchanged sentences

Noncontrolling interests

Total liabilities, redeemable noncontrolling interests and equity

Total liabilities and equity

$ 6,078 $ 7,808

3 unchanged sentences

(In millions)

Nine Months Ended

September 30,

Three Months Ended

Operating activities

10 unchanged sentences

Change in other noncurrent assets and liabilities

Loss on disposal group previously held for sale

Loss on divestiture of ownership interests

Noncash electric vehicle program termination charges

Net cash used in operating activities from continuing operations

( 134 ) ( 365 )

Net cash provided by operating activities from discontinued operations

Net cash provided by (used in) operating activities

Net cash provided by (used in) operating activities from discontinued operations

Net cash used in operating activities

( 195 ) ( 37 )

Investing activities

2 unchanged sentences

Proceeds from sale of property, plant and equipment

Proceeds from sale of investments

Settlements of undesignated derivatives

1 unchanged sentence

( 64 ) ( 57 )

Net cash used in investing activities from discontinued operations

Net cash used in investing activities

( 130 ) ( 205 )

Net cash provided by (used in) investing activities from discontinued operations

Net cash provided by (used in) investing activities

Financing activities

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

Contributions from redeemable noncontrolling interests

Payment for mandatorily redeemable noncontrolling interest

Swap settlements

Net cash provided by (used in) financing activities

( 111 ) ( 56 )

Net decrease in cash, cash equivalents and restricted cash

( 135 ) ( 113 )

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

Cash, cash equivalents and restricted cash – beginning of period

8 unchanged sentences

Discontinued Operations

Disposal Group Previously Held for Sale

Intangible Assets

2 unchanged sentences

Stockholders' Equity

Redeemable Noncontrolling Interests

Earnings per Share

23 unchanged sentences

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

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

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

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

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.

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

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

We analyzed the quantitative and qualitative factors relevant to the 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.

2 unchanged sentences

Recently adopted accounting pronouncements

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

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.

We adopted this ASU effective January 1, 2026 and elected to utilize the practical expedient.

The adoption of this amendment did not have a material impact on our consolidated financial statements.

Recently issued accounting pronouncements

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

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.

2 unchanged sentences

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 ):

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.

2 unchanged sentences

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

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

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

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

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

Discontinued Operations

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

(Allison) for $ 2,732 .

The 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.

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

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

Based on our preliminary assessment of closing date working capital and net indebtedness balances, we have recorded a $ 30 reduction to the sale price.

The $ 30 reduction to the sale price is included in other accrued liabilities on our consolidated balance sheet.

Included in the gross cash proceeds received was $ 82 related to the Off-Highway business's Mexican operations which have not yet legally transferred to Allison.

As a result, the $ 82 of proceeds has been deferred and included in other accrued liabilities on our consolidated balance sheet.

The assets and liabilities of the Mexican operations will continue to be reported as held for sale on our consolidated balance sheet.

The Mexican operations results of operations and cash flows will continue to be reported as discontinued operations on our consolidated statements of operations, comprehensive income and cash flows.

We expect to complete the transfer of the Mexican operations to Allison by the end of 2026.

We recognized a pre-tax gain on the sale of $ 1,191 , which is included in net income from discontinued operations during the three months ended March 31, 2026.

At closing of the transaction, we 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.

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

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

Cost of sales

500 496 1,539 1,710

Selling, general and administrative expenses

1 unchanged sentence

Restructuring charges, net

Gain on sale of Off-Highway business

Other income (expense), net

( 7 ) 2 ( 32 ) 10

Earnings from discontinued operations before interest and income taxes

95 96 235 321

Interest income

Interest expense

Earnings from discontinued operations before income taxes

95 94 237 321

Income tax expense

Net income from discontinued operations

$ 74 $ 32 $ 164 $ 174

During the three and nine months ended September 2025, we incurred $ 20 and $ 54 , respectively, of Off-Highway business divestiture transaction related costs.

During the three months ended March 2026, we incurred $ 48 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,

The carrying amounts of the major classes of assets and liabilities of disposal group held for sale are as follows:

Accounts receivable - Trade

2 unchanged sentences

Current assets of disposal group held for sale

$ 1,040 $ 904

Deferred tax assets

15 unchanged sentences

Noncurrent liabilities of disposal group held for sale

Disposal Group Previously Held for Sale

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

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

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

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

Intangible Assets

Components of intangible assets —

September 30, 2025

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

March 31, 2026

December 31, 2025

9 unchanged sentences

11 $ 42 $ ( 27 ) $ 15 $ 50 $ ( 32 ) $ 18

Trademarks and trade names

16 3 ( 3 ) 2 ( 2 )

Customer relationships

4 unchanged sentences

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

September 30, 2025

March 31, 2026

Light Vehicle

2 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Charged to cost of sales

$ 1 $ 1 $ 3 $ 4

Charged to amortization of intangibles

Total amortization

$ 3 $ 3 $ 9 $ 10

Restructuring of Operations

5 unchanged sentences

Employee Termination Benefits

Balance, June 30, 2025

$ 38 $ — $ 38

Charges to restructuring

Adjustments of accruals

Cash payments

( 7 ) ( 2 ) ( 9 )

Currency impact

Balance, September 30, 2025

$ 32 $ — $ 32

Balance, December 31, 2025

5 unchanged sentences

Currency impact

Balance, September 30, 2025

Balance, March 31, 2026

$ 15 $ — $ 15

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.

At March 31, 2026 , the accrued employee termination benefits include costs to reduce approximately 300 e mployees to be complet ed over the next year.

Supplemental Balance Sheet and Cash Flow Information

Supplier finance programs —

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.

Supplier finance programs — As of March 31, 2026 and December 31, 2025 , we had $ 44 and $ 59 , respectively, of confirmed obligations subject to supplier finance programs presented as accounts payable within total current liabilities on the consolidated balance sheet.

Inventory components —

September 30, 2025

March 31, 2026

December 31, 2025

3 unchanged sentences

Cash, cash equivalents and restricted cash —

September 30, 2025

March 31, 2026

December 31, 2025

September 30, 2024

March 31, 2025

December 31, 2024

5 unchanged sentences

$ 492 $ 486 $ 523 $ 512

Mandatorily redeemable noncontrolling interest — Hydro-Québec owned 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 provided Hydro-Québec with the right to put all, and not less than all, of its ownership interests in Dana TM4 Inc., Dana TM4 Electric Holdings BV and Dana TM4 USA, LLC to Dana at fair value.

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 $ 190 redemption value to other current liabilities.

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

Stockholders’ Equity

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

Common stock — Our Board of Directors declared a cash dividend of twelve cents per share of common stock in the first quarter of 2026.

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

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

The program expires on December 31, 2027.

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

Additionally, under the program, we 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.

On February 11, 2026, our Board of Directors increased and extended the share repurchase program to a total of $ 2,000 through December 31, 2030.

We repurchased 4,424,056 shares of our common stock at an aggregate cost of $ 125 during the three months ended March 31, 2026 through open market transactions.

Approximately $ 1,225 remained available under the program for future share repurchases as of March 31, 2026.

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.

10 unchanged sentences

$ 1 $ 1,671 $ 235 $ ( 35 ) $ ( 1,032 ) $ 59 $ 899

Other comprehensive income

Common stock dividends and dividend equivalents

1,087 4 1,091

Distributions to noncontrolling interests

Stock compensation

Stock withheld for employee taxes

Balance, March 31, 2025

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

Other comprehensive income

1 unchanged sentence

( 14 ) ( 14 )

Distributions to noncontrolling interests

Repurchase and retirement of shares

Common stock share repurchases

( 126 ) ( 126 )

Distributions to noncontrolling interests

Sale of noncontrolling interests

Stock compensation

Balance, June 30, 2025

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

Stock withheld for employee taxes

( 17 ) ( 17 )

Redeemable noncontrolling interests adjustment to redemption value

Stock compensation

Balance, September 30, 2025

Balance, March 31, 2026

$ 1 $ 1,554 $ 1,308 $ ( 52 ) $ ( 856 ) $ 59 $ 2,014

6 unchanged sentences

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

Other comprehensive loss

( 17 ) ( 1 ) ( 18 )

Other comprehensive income

Common stock dividends and dividend equivalents

1 unchanged sentence

Distributions to noncontrolling interests

Redeemable noncontrolling interests adjustment to redemption value

Stock compensation

2 unchanged sentences

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

Other comprehensive loss

( 67 ) ( 67 )

Common stock dividends and dividend equivalents

( 15 ) ( 15 )

Distributions to noncontrolling interests

Redeemable noncontrolling interests adjustment to redemption value

Stock compensation

Balance, June 30, 2024

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

Other comprehensive 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 —

6 unchanged sentences

Currency translation adjustments

Currency translation adjustments realized in Off-Highway business divestiture

Holding gains and losses

( 11 ) ( 11 )

Reclassification of amount to net income (a)

Other comprehensive income

Balance, March 31, 2025

( 17 ) ( 17 )

Currency translation adjustments

Reclassification of amount to net income (a)

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

( 6 ) ( 1 ) ( 7 )

Other comprehensive income

Balance, June 30, 2025

181 ( 4 ) ( 1 ) 176

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

Balance, March 31, 2026

$ ( 751 ) $ 15 $ ( 120 ) $ ( 856 )

6 unchanged sentences

Currency translation adjustments

( 16 ) ( 16 )

Holding gains and losses

Reclassification of amount to net income (a)

( 11 ) ( 11 )

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

Other comprehensive income (loss)

( 16 ) ( 2 ) 1 ( 17 )

Balance, March 31, 2024

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

Currency translation adjustments

( 45 ) ( 45 )

Holding gains and losses

( 23 ) ( 23 )

Reclassification of amount to net income (a)

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

Tax (expense) benefit

Other comprehensive income (loss)

( 45 ) ( 26 ) 4 ( 67 )

Balance, June 30, 2024

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

Currency translation adjustments

Holding gains and losses

( 35 ) ( 35 )

Reclassification of amount to net income (a)

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

Other comprehensive income (loss)

Balance, September 30, 2024

Other comprehensive income

Balance, March 31, 2025

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

2 unchanged sentences

(b) See Note 9 for additional details.

Redeemable Noncontrolling Interests

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

The terms of the joint venture agreement provide Hydro-Québec with the right to put all, and not less than all, of its ownership interests in Dana TM4 Inc., Dana TM4 Electric Holdings BV and Dana TM4 USA, LLC to Dana at fair value.

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

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

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

Subsequent to May 6, 2024, Dana will no longer attribute net income (loss) and other comprehensive income (loss) items of Dana TM4 Inc., Dana TM4 Electric Holdings BV and Dana TM4 USA, LLC to Hydro-Québec's redeemable noncontrolling interest.

Closure of the transaction will proceed in accordance with the provisions of the shareholders agreement.

Reconciliation of changes in redeemable noncontrolling interests —

Three Months Ended

Nine Months Ended

September 30,

Balance, beginning of period

$ 189 $ 205 $ 189 $ 191

Capital contribution from redeemable noncontrolling interests

Adjustment to redemption value

( 1 ) ( 1 ) 13

Comprehensive income (loss) adjustments:

Net loss attributable to redeemable noncontrolling interests

Other comprehensive loss attributable to redeemable noncontrolling interests

Balance, end of period

$ 188 $ 205 $ 188 $ 205

Earnings per Share

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

Net income (loss) from continuing operations

Net loss from continuing operations

$ ( 15 ) $ ( 17 )

Noncontrolling interests net income from continuing operations

Redeemable noncontrolling interests net loss from continuing operations

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

Net loss from continuing operations attributable to the parent company

( 19 ) ( 22 )

Net income from discontinued operations

74 32 164 174

Net income attributable to the parent company

$ 83 $ 4 $ 135 $ 23

Weighted-average common shares outstanding - Basic

128.4 145.0 139.2 144.9

Employee compensation-related shares

Weighted-average common shares outstanding - Diluted

130.8 145.0 139.2 144.9

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

We excluded 0.1 and 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.

We excluded 0.1 million CSEs from the calculation of diluted earnings per share for the first quarters of 2026 and 2025 as the effect of including them would have been anti-dilutive.

We excluded CSEs that satisfied the definition of potentially dilutive shares of 1.1 million and 1.3 million for the first quarters of 2026 and 2025 as a result of the loss from continuing operations.

Stock Compensation

The Compensation Committee of our Board of Directors approved the grant of RSUs and performance share units (PSUs) shown in the table below during the nine months ended September 30, 2025 .

The Compensation Committee of our Board of Directors approved the grant of RSUs, performance share units (PSUs) and Dana Transformation Awards shown in the table below during the three months ended March 31, 2026 .

(In millions)

Dana Transformation Awards

* Weighted-average per share

We calculated the fair value of the RSUs at grant date based on the closing market price of our common stock at the date of grant.

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

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

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

The expected term represents the period from the grant date to the end of the three -year performance period.

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.

Awards that are settled in cash are subject to liability accounting.

Accordingly, the fair value of such awards is remeasured at the end of each reporting period until settled or expired.

RSUs, PSUs and the Dana Transformation Awards accrue dividends, which are subject to the same vesting and forfeiture conditions as the original award.

The fair value of RSUs is based on the closing market price of our common stock at the date of grant.

The number of PSUs granted in 2026 that ultimately vest is contingent upon achieving predetermined financial performance targets.

The payout is further subject to a relative total shareholder return (“TSR”) modifier which is based on specified total shareholder return targets relative to peer companies.

We estimated the grant date fair value of the PSUs using various assumptions as part of a Monte Carlo simulation.

The risk-free interest rate of 3.56 % was based on U.S.

Treasury constant maturity rates at the grant date.

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

During the 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 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 .

Treasury rate as of the grant date.

The estimated volatility of 44.0 % was based on the historical volatility of daily stock returns for a 2.9 -year period preceding the grant date.

The Company also granted a special award tied to stock price performance (the Dana Transformation Awards).

The payout is contingent upon the achievement of specified average stock price performance goals, measured over any 20 consecutive trading-days throughout a 4 -year performance period.

We estimated the grant date fair value of the Dana Transformation Awards using various assumptions as part of a Monte Carlo simulation.

The risk-free interest rates of 3.64 % and 3.66 % were based on U.S.

Treasury rates as of the January and February 2026 grant dates.

The estimated volatility of 48.29 % and 47.11 % were based on the historical volatility of daily stock returns for a 4 -year period preceding each respective grant date.

During the three months ended March 31, 2026 , we paid $ 0.9 and $ 1.8 of cash to settle RSUs and PSUs and issued 0.7 and 0.8 million shares of common stock based on the vesting of RSUs and PSUs, respectively.

We recognized stock compensation expense of $ 11 and $ 13 in the first quarters of 2026 and 2025 .

At March 31, 2026 , the total unrecognized compensation cost related to the nonvested awards granted and expected to vest was $ 71 .

This cost is expected to be recognized over a weighted-average period of 3.2 years.

The breakout of the unrecognized compensation cost for the RSUs, PSUs, and Dana Transformation Awards is $ 21 , $ 9 , and $ 41 , respectively.

The weighted-average period in years for the RSUs, PSUs, and Dana Transformation Awards is 1.9, 1.4, and 4.3 years, respectively.

Pension and Postretirement Benefit Plans

2 unchanged sentences

Components of net periodic benefit cost —

Three Months Ended September 30,

Interest cost

$ 4 $ 2 $ 5 $ 2 $ 1 $ 1

Expected return on plan assets

( 6 ) ( 6 ) ( 1 )

Amortization of net actuarial loss (gain)

Termination benefit

Net periodic benefit cost

$ — $ 3 $ 4 $ 2 $ 1 $ —

Nine Months Ended September 30,

Three Months Ended March 31,

Interest cost

4 unchanged sentences

1 1 ( 1 ) ( 1 )

Termination benefit

Net periodic benefit cost

5 unchanged sentences

Interest Rate

September 30, 2025

March 31, 2026

December 31, 2025

Senior Notes due April 15, 2025

5.750 % * $ — $ 200

Senior Notes due November 15, 2027

1 unchanged sentence

Senior Notes due June 15, 2028

5.625 % 400 400

Senior Euro Notes due July 15, 2029

8 unchanged sentences

Debt issuance costs

( 17 ) ( 19 )

Current portion of long-term debt

1 unchanged sentence

$ 1,236 $ 2,566

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

See Note 13 for additional information.

Interest on the senior notes is payable semi-annually.

1 unchanged sentence

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

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 recognized a $ 7 loss on extinguishment of debt comprised of the write-off of previously deferred financing costs associated with the redeemed senior 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:

5 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.

7 unchanged sentences

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.

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

We were 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.

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.

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

16 unchanged sentences

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

At September 30, 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.

At March 31, 2026 , there were no outstanding borrowings under the Revolving Facility and we had utilized $ 10 for letters of credit.

We had availability at March 31, 2026 under the Revolving Facility of $ 1,140 after deducting outstanding letters of credit.

Debt covenants — At March 31, 2026 , we were in compliance with the covenants of our financing agreements.

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

5 unchanged sentences

Fair Value Level

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

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:

September 30, 2025

March 31, 2026

December 31, 2025

10 unchanged sentences

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

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

The following fixed-to-fixed cross-currency swaps were outstanding at March 31, 2026 :

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 $ 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 :

The total notional amount of outstanding foreign currency forward contracts, involving the exchange of various currencies, was $ 798 at March 31, 2026 and $ 898 at December 31, 2025 .

The total notional amount of outstanding foreign currency swaps, including the fixed-to-fixed cross-currency swaps, was $ 704 at March 31, 2026 and $ 712 at December 31, 2025 .

The following currency derivatives were outstanding at March 31, 2026 :

Notional Amount (U.S.

2 unchanged sentences

Traded Currency

euro, Canadian dollar, Mexican peso

$ 321 $ 48 $ 369 Sep-2026

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

Canadian dollar, Mexican peso

$ 206 $ 76 $ 282 Dec-2026

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

277 11 288 Sep-2027

dollar, euro, British pound

73 73 Sep-2026

60 60 Dec-2026

Brazilian real

28 11 39 Apr-2026

15 14 29 Oct-2026

South African rand

dollar, euro, Thai baht

37 37 Feb-2026

33 33 Aug-2026

Canadian dollar

22 6 28 May-2026

3 18 21 Dec-2025

13 4 17 Aug-2026

42 42 Apr-2026

British pound

32 9 41 Sep-2026

Swedish krona

Australian dollar

12 unchanged sentences

Deferred Gain (Loss) in AOCI

September 30, 2025

March 31, 2026

December 31, 2025

6 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Derivatives Designated as Cash Flow Hedges

2 unchanged sentences

Cost of sales

1,751 1,775 5,211 5,609

Other income (expense), net

( 20 ) ( 6 ) ( 31 ) ( 14 )

(Gain) or loss on cash flow hedging relationships

2 unchanged sentences

Cost of sales

( 3 ) ( 1 ) 9 ( 17 )

Other income (expense), net

( 3 ) 3 ( 3 ) 18

Cross-currency swaps

1 unchanged sentence

Other income (expense), net

( 2 ) 24 50 6

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

4 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Derivatives Not Designated as Hedging Instruments

2 unchanged sentences

Cost of sales

$ 1 $ — $ 1 $ 2

Other income (expense), net

( 8 ) 10 ( 25 ) 9

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

4 unchanged sentences

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

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

Environmental liabilities — Accrued environmental liabilities were $ 13 at March 31, 2026 and $ 14 at December 31, 2025 .

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

2 unchanged sentences

However, based on current knowledge and after consultation with legal counsel, we believe that any liabilities that may result from these proceedings will not have a material adverse effect on our liquidity, financial condition or results of operations.

Tariffs — In February 2026, the U.S.

Supreme Court issued a ruling invalidating certain tariffs previously imposed under the International Emergency Economic Powers Act (IEEPA).

Court of International Trade (CIT) has ordered the U.S.

Customs and Border Protection (CBP) to refund the collected IEEPA tariffs.

The administrative process for seeking refunds of IEEPA tariffs previously paid remains under development and CIT's order may be subject to U.S.

government challenge.

Accordingly, there is uncertainty regarding our ability to obtain refunds for IEEPA tariffs previously paid, and as such we have not recorded an anticipated recovery of IEEPA tariffs paid, or any potential tariff-related refunds to certain of our OEM customers for which a contractual obligations exists, as of March 31, 2026.

We will continue to monitor developments, including actions by CIT and CBP to establish and execute on a refund process and take appropriate actions when or if they become available.

Subsequent event — On May 11, 2026, we entered into an agreement to purchase three U.S.

manufacturing facilities that we currently lease for $ 89 .

The leases are classified as operating leases.

The transaction is expected to close in the second quarter of 2026.

Warranty Obligations

5 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Balance, beginning of period

$ 84 $ 86 $ 88 $ 86

Amounts accrued for current period sales

2 unchanged sentences

( 14 ) ( 12 )

Currency impact

Balance, end of period

$ 80 $ 84 $ 80 $ 84

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

4 unchanged sentences

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

We reported income tax 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.

We reported income tax expense of $ 14 and benefit of $( 10 ) for the first quarters of 2026 and 2025, respectively.

Our effective tax rates were ( 350 )% and 34% for the first quarters of 2026 and 2025.

During the first quarter of 2026, we recorded $ 12 of tax expense due to revisions in our assertions on unremitted earnings in foreign jurisdictions.

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

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 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 has evaluated the provisions of the Act and reflected the impact during the appropriate period.

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

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

Non-service cost components of pension and OPEB costs

2 unchanged sentences

Foreign exchange gain (loss)

( 5 ) ( 3 ) ( 11 ) ( 9 )

Strategic transaction expenses

( 6 ) 2 ( 12 ) ( 2 )

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

Gain on sale of property, plant and equipment

Electric vehicle program termination charges

Loss on divestiture of ownership interests

( 6 ) ( 1 ) 1 5

Transition services income

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.

During the first quarter of 2026, we recorded $ 56 of charges, including impairment and loss on disposition of property, plant and equipment, associated with certain electric vehicle programs that were either cancelled by the customer or that have experienced a precipitous decline in program volumes.

On January 1, 2026, we sold our Off-Highway business to Allison Transmission Holdings, Inc.

At closing, Dana entered into a transition services agreement and an engineering services agreement 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.

See Note 2 for additional information.

On January 30, 2026, we sold our wholly-owned subsidiary Pi Innovo LLC, recognizing a $ 8 pre-tax loss on the transaction.

Revenue from Contracts with Customers

12 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 $ 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 .

We had $ 7 and $ 6 recorded in other current assets and $ 11 and $ 15 recorded in other noncurrent assets at March 31, 2026 and December 31, 2025 .

Certain of our customer contracts include rebate incentives.

3 unchanged sentences

See Note 13 for additional information.

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 $ 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 .

Contract liabilities are primarily comprised of cash deposits made by customers with cash in advance payment terms, upfront payments from customers related to multi-year programs and unapplied Section 232 tariff credits allocated to Dana by its U.S.

OEM customers.

We had $ 104 and $ 25 recorded in other accrued liabilities and $ 55 and $ 59 recorded on other noncurrent liabilities at March 31, 2026 and December 31, 2025 .

We had $ 73 recorded in other current assets at March 31, 2026, which represents consideration received from our U.S.

OEM customers for the unapplied Section 232 tariff credits.

Disaggregation of revenue —

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30,

Light Vehicle

North America

$ 971 $ 849 $ 2,716 $ 2,759

172 186 544 576

South America

$ 1,269 $ 1,213

153 181 478 517

$ 1,353 $ 1,285 $ 3,901 $ 4,049

Commercial Vehicle

North America

$ 218 $ 270 $ 678 $ 863

185 176 560 558

South America

121 120 353 356

40 46 141 134

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

North America

$ 1,084 $ 1,048

357 362 1,104 1,134

South America

$ 1,868 $ 1,781

193 227 619 651

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

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

8 unchanged sentences

See Note 2 for additional information.

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

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

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

8 unchanged sentences

Segment information —

Three months ended September 30, 2025

Three months ended March 31, 2026

External sales

12 unchanged sentences

$ 47 $ 11 $ 4 $ 62

Segment net assets (b) - September 30, 2025

Segment net assets (b) - March 31, 2026

$ 580 $ 516 $ ( 73 ) $ 1,023

Three months ended September 30, 2024

Three months ended March 31, 2025

External sales

14 unchanged sentences

$ 465 $ 471 $ ( 88 ) $ 848

Nine months ended September 30, 2025

External sales

$ 3,901 $ 1,732 $ 5,633

Inter-segment sales

4,005 1,794 5,799

Reconciliation of sales

Elimination of inter-segment sales

Total consolidated sales

Cost of sales

Selling, general and administrative expenses

Other segment items (a)

Segment EBITDA

$ 306 $ 139 $ 445

Purchases of property, plant and equipment

$ 113 $ 29 $ 11 $ 153

Nine months ended September 30, 2024

External sales

$ 4,049 $ 1,911 $ 5,960

Inter-segment sales

4,165 1,979 6,144

Reconciliation of sales

Elimination of inter-segment sales

Total consolidated sales

Cost of sales

Selling, general and administrative expenses

Other segment items (a)

Segment EBITDA

$ 250 $ 117 $ 367

Purchases of property, plant and equipment

$ 150 $ 38 $ 10 $ 198

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

2 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Segment EBITDA

$ 177 $ 127 $ 445 $ 367

Corporate expense and other items, net

( 84 ) ( 82 )

( 86 ) ( 83 ) ( 257 ) ( 253 )

( 3 ) ( 3 ) ( 9 ) ( 10 )

Non-service cost components of pension and OPEB costs

( 3 ) ( 5 ) ( 7 ) ( 12 )

Restructuring charges, net

( 4 ) ( 20 ) ( 17 ) ( 36 )

Stock compensation expense

1 unchanged sentence

Strategic transaction expenses

( 6 ) 2 ( 12 ) ( 2 )

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

Gain on sale of property, plant and equipment

Supplier capacity charge adjustment

Loss on divestiture of ownership interests

Loss on disposal group previously held for sale

( 8 ) ( 6 ) ( 10 )

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

53 ( 8 ) 77 ( 59 )

Electric vehicle program termination charges

Foreign exchange gain on unhedged intercompany loans

Earnings from continuing operations before interest and income taxes

Loss on extinguishment of debt

Interest income

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 —

September 30, December 31,

March 31, 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 September 30, 2025 —

Equity method investments at March 31, 2026 —

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