What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-15 · 298 added, 109 removed, 807 unchanged (34% of the section changed)

4 unchanged sentences

Three Months Ended

Six Months Ended

$ 2,010 $ 1,935 $ 3,878 $ 3,716

1 unchanged sentence

Cost of sales

1,800 1,797 3,499 3,460

Selling, general and administrative expenses

104 99 206 204

Amortization of intangibles

1 unchanged sentence

Other income (expense), net

( 20 ) ( 10 ) ( 60 ) ( 11 )

Earnings from continuing operations before interest and income taxes

2 unchanged sentences

Interest expense

Loss from continuing operations before income taxes

Income tax expense (benefit)

Earnings (loss) from continuing operations before income taxes

59 ( 25 ) 55 ( 54 )

Income tax expense

Equity in earnings of affiliates

Net loss from continuing operations

Net income (loss) from continuing operations

11 ( 12 ) ( 4 ) ( 29 )

Net income from discontinued operations

Net income (loss) from discontinued operations

( 11 ) 43 1,095 90

— 31 1,091 61

Noncontrolling interests net income from continuing operations

Net income attributable to the parent company

$ ( 5 ) $ 27 $ 1,082 $ 52

Net income (loss) per share available to common stockholders

Basic loss per share from continuing operations

Basic earnings (loss) per share from continuing operations

$ 0.06 $ ( 0.11 ) $ ( 0.12 ) $ ( 0.26 )

Basic earnings per share from discontinued operations

Basic earnings (loss) per share from discontinued operations

( 0.11 ) 0.30 10.05 0.62

Basic earnings per share

$ ( 0.05 ) $ 0.19 $ 9.93 $ 0.36

Diluted loss per share from continuing operations

Diluted earnings (loss) per share from continuing operations

$ 0.05 $ ( 0.11 ) $ ( 0.12 ) $ ( 0.26 )

Diluted earnings per share from discontinued operations

Diluted earnings (loss) per share from discontinued operations

( 0.10 ) 0.30 10.05 0.62

Diluted earnings per share

1 unchanged sentence

Weighted-average common shares outstanding

108.1 143.8 109.0 144.7

109.5 143.8 109.0 144.7

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

3 unchanged sentences

Three Months Ended

Net loss from continuing operations

Six Months Ended

Net income (loss) from continuing operations

$ 11 $ ( 12 ) $ ( 4 ) $ ( 29 )

2 unchanged sentences

Hedging gains and losses

( 2 ) 23 ( 6 ) 41

Defined benefit plans

Other comprehensive income (loss) from continuing operations

Total comprehensive income (loss) from continuing operations

Net income from discontinued operations

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

Other comprehensive income from continuing operations

Total comprehensive income from continuing operations

Net income (loss) from discontinued operations

( 11 ) 43 1,095 90

Other comprehensive income from discontinued operations, net of tax:

Currency translation adjustments

Hedging gains and losses

Other comprehensive income from discontinued operations

Total comprehensive income from discontinued operations

Total comprehensive income (loss) from discontinued operations

( 11 ) 50 1,274 99

Total comprehensive income

19 96 1,286 158

Comprehensive income from continuing operations attributable to noncontrolling interests

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

Comprehensive income attributable to the parent company

$ 14 $ 90 $ 1,277 $ 147

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

25 unchanged sentences

Other accrued liabilities

Current liabilities of disposable group held for sale

Current liabilities of disposal group held for sale

Total current liabilities

23 unchanged sentences

(In millions)

Three Months Ended

Six Months Ended

Operating activities

Net income from discontinued operations

Net loss from continuing operations

( 15 ) ( 17 )

Net income (loss) from continuing operations

Amortization of deferred financing charges

6 unchanged sentences

Change in other noncurrent assets and liabilities

( 23 ) ( 13 )

Loss on divestiture of ownership interests

4 unchanged sentences

Net cash used in operating activities

( 195 ) ( 37 )

Investing activities

2 unchanged sentences

Proceeds from sale of property, plant and equipment

Proceeds from sales of investments

Settlements of undesignated derivatives

10 unchanged sentences

Repurchases of common stock

( 169 ) ( 257 )

Distributions to noncontrolling interests

2 unchanged sentences

Net cash provided by (used in) financing activities

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

Net decrease in cash, cash equivalents and restricted cash

( 133 ) ( 64 )

Cash, cash equivalents and restricted cash – beginning of period

76 unchanged sentences

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

Eaton Mobility Business

On June 10, 2026, Dana entered into definitive agreements with Eaton Corporation plc (Eaton) and certain wholly owned subsidiaries of Eaton, including Mobility (USA) Corporation (the SpinCo), to acquire Eaton’s Vehicle and eMobility business segments (Mobility business).

The structure of the transaction is a Reverse Morris Trust.

Following the separation of the Mobility business from Eaton, a subsidiary of SpinCo will merge with and into Dana, and Dana will survive the merger as a wholly owned subsidiary of SpinCo.

Following the merger, each outstanding share of Dana will be converted into the right to receive one SpinCo share.

Prior to or at the closing, a subsidiary of Eaton will sell to Dana 100 % of the stock in Royal Precision Holdings Corp.

in exchange for cash consideration (the Royal Precision Purchase Price).

In the event of an election by Dana, certain specified assets (as defined in the separation agreement) will be purchased by Dana from Eaton and certain of its subsidiaries.

When the transaction is completed, former Eaton shareholders will own at least 50.1 % and former Dana shareholders will own no more than 49.9 % of the outstanding shares of SpinCo common stock on a fully diluted basis.

Under the terms of the agreement, Eaton will receive a cash distribution of approximately $ 1,100 , subject to adjustment for cash and indebtedness and reduced by the Royal Precision and other specified assets Purchase Price.

The transaction has been unanimously approved by the Boards of Directors of both Dana and Eaton.

No vote by Eaton shareholders is required.

The transaction is intended to be tax-free to Dana and Eaton shareholders for U.S.

federal income tax purposes.

The transaction is anticipated to close in the first quarter of 2027, subject to approval by Dana's shareholders and customary closing conditions, including receipt of regulatory approvals.

The agreements contain certain customary termination rights for Dana and Eaton, including, without limitation, a right for either party to terminate if the transaction is not completed on or before June 10, 2027.

Termination resulting from Dana shareholders voting against the transaction would result in Dana having to reimburse Eaton for certain expenses in an amount not to exceed $ 20 .

Termination under specified circumstances would require Dana to pay Eaton a termination fee of $ 159 .

In anticipation of the transaction, Mobility (USA) Corporation and Dana became parties to a $ 2,600 bridge facility, a $ 350 secured term loan A commitment and a $ 1,200 secured revolving credit facility commitment.

See Note 10 for additional information.

Discontinued Operations

1 unchanged sentence

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.

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.

Pursuant to the terms of the agreement, the purchase price was subject to post-closing adjustments based on net working capital and net indebtedness balances as of the closing date.

Based on the final closing date net working capital and net indebtedness balances, we paid $ 34 to Allison during the second quarter of 2026.

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.

3 unchanged sentences

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.

2 unchanged sentences

Three Months Ended

Six Months Ended

$ 16 $ 663 $ 30 $ 1,263

Cost of sales

12 542 26 1,039

Selling, general and administrative expenses

1 unchanged sentence

Restructuring charges, net

Gain on sale of Off-Highway business

Gain (loss) on sale of Off-Highway business

Other income (expense), net

Earnings from discontinued operations before interest and income taxes

( 6 ) ( 18 ) ( 55 ) ( 25 )

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

( 7 ) 75 1,135 140

Interest income

Earnings from discontinued operations before income taxes

Earnings (loss) from discontinued operations before income taxes

( 7 ) 76 1,135 142

Income tax expense

Net income from discontinued operations

During the three months ended March 2026, we incurred $ 48 of Off-Highway business divestiture transaction related costs.

Net income (loss) from discontinued operations

$ ( 11 ) $ 43 $ 1,095 $ 90

During the three and six months ended June 30, 2026, we incurred $ 6 and $ 55 of Off-Highway business divestiture transaction related costs, compared with $ 14 and $ 34 , respectively, during the corresponding periods in 2025.

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

23 unchanged sentences

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

March 31, 2026

June 30, 2026

December 31, 2025

15 unchanged sentences

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

March 31, 2026

June 30, 2026

Light Vehicle

2 unchanged sentences

Three Months Ended

Six Months Ended

Charged to cost of sales

$ 1 $ 1 $ 2 $ 2

Charged to amortization of intangibles

Total amortization

$ 2 $ 3 $ 5 $ 6

Restructuring of Operations

5 unchanged sentences

Employee Termination Benefits

Balance, March 31, 2026

$ 15 $ — $ 15

Charges to restructuring

Adjustments of accruals

Cash payments

( 10 ) ( 4 ) ( 14 )

Currency impact

Balance, June 30, 2026

$ 10 $ 2 $ 12

Balance, December 31, 2025

5 unchanged sentences

Currency impact

Balance, March 31, 2026

Balance, June 30, 2026

$ 10 $ 2 $ 12

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.

At June 30, 2026 , the accrued employee termination benefits include costs to reduce approximately 200 e mployees to be complet ed over the next year.

Supplemental Balance Sheet and Cash Flow Information

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.

Non-cash investing and financing activities —During the second quarter of 2026, the Company modified an operating lease, resulting in a reassessment and reclassification of the lease as a finance lease.

At the modification date, the carrying amounts of the operating lease right-of-use asset and lease liability were $ 62 million and $ 57 million, respectively.

Following remeasurement, the Company recognized a finance lease right-of-use asset of $ 103 million and a finance lease liability of $ 98 million.

The modification was a non-cash transaction and therefore is excluded from the consolidated statements of cash flows.

Supplier finance programs — As of June 30, 2026 and December 31, 2025 , we had $ 54 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 —

March 31, 2026

June 30, 2026

December 31, 2025

3 unchanged sentences

Cash, cash equivalents and restricted cash —

March 31, 2026

June 30, 2026

December 31, 2025

March 31, 2025

June 30, 2025

December 31, 2024

12 unchanged sentences

Stockholders’ Equity

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

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

The program was set to expire on December 31, 2027.

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.

We repurchased 1,240,858 and 5,664,914 shares of our common stock at an aggregate cost of $ 44 and $ 169 during the three and six months ended June 30, 2026 through open market transactions.

Approximately $ 1,181 remained available under the program for future share repurchases as of June 30, 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.

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

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

During the second quarter of 2026, we paid $ 6 of excise taxes related to 2025 share repurchases.

The payment is included in other, net within financing activities in the consolidated statement of cash flows.

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

20 unchanged sentences

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

Other comprehensive income

Common stock dividends and dividend equivalents

( 13 ) ( 13 )

Common stock share repurchases

( 44 ) ( 44 )

Distributions to noncontrolling interests

Stock compensation

Balance, June 30, 2026

$ 1 $ 1,518 $ 1,290 $ ( 52 ) $ ( 837 ) $ 63 $ 1,983

Additional Paid-In Capital

13 unchanged sentences

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

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

Other comprehensive income

Common stock dividends and dividend equivalents

( 15 ) ( 15 )

Distributions to noncontrolling interests

Repurchase and retirement of shares

( 1 ) ( 258 ) ( 259 )

Sale of noncontrolling interests

Stock compensation

Balance, June 30, 2025

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

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

Parent Company Stockholders

10 unchanged sentences

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

Other comprehensive income

Other comprehensive income (loss)

181 ( 4 ) ( 1 ) 176

1 unchanged sentence

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

Currency translation adjustments

Holding gains and losses

Reclassification of amount to net income (a)

( 18 ) ( 18 )

Other comprehensive income (loss)

21 ( 2 ) — 19

Balance, June 30, 2026

$ ( 730 ) $ 13 $ ( 120 ) $ ( 837 )

Parent Company Stockholders

11 unchanged sentences

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

Currency translation adjustments

Reclassification of amount to net income (a)

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

( 6 ) ( 1 ) ( 7 )

Other comprehensive income

Balance, June 30, 2025

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

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

4 unchanged sentences

Three Months Ended

Net loss from continuing operations

Six Months Ended

Net income (loss) from continuing operations

$ 11 $ ( 12 ) $ ( 4 ) $ ( 29 )

Noncontrolling interests net income from continuing operations

Net loss from continuing operations attributable to the parent company

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

6 ( 16 ) ( 13 ) ( 38 )

Net income from discontinued operations

Net income (loss from discontinued operations

( 11 ) 43 1,095 90

Net income attributable to the parent company

$ ( 5 ) $ 27 $ 1,082 $ 52

Weighted-average common shares outstanding - Basic

108.1 143.8 109.0 144.7

Employee compensation-related shares

Weighted-average common shares outstanding - Diluted

109.5 143.8 109.0 144.7

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 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.

We excluded 0.3 million CSEs from the calculation of diluted earnings per share for both the second quarter of 2026 and 2025 and excluded and 0.2 million of CSEs for both the respective year-to-date periods as the effect of including them would have been anti-dilutive.

In addition, we excluded CSEs that satisfied the definition of potentially dilutive shares of 1.7 million for the second quarter of 2025 and excluded 1.3 million and 1.5 million for the 2026 and 2025 year-to-date periods as a result of the loss from continuing operations for these periods.

Stock Compensation

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

(In millions)

18 unchanged sentences

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 .

During the six months ended June 30, 2026 , we paid $ 1.0 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 $ 8 and $ 10 in the second quarters of 2026 and 2025 and expense of $ 19 and $ 23 during the respective year-to-date periods.

At June 30, 2026 , the total unrecognized compensation cost related to the nonvested awards granted and expected to vest was $ 64 .

This cost is expected to be recognized over a weighted-average period of 3.0 years.

5 unchanged sentences

Components of net periodic benefit cost —

Three Months Ended March 31,

Three Months Ended June 30,

Interest cost

3 unchanged sentences

Amortization of net actuarial loss (gain)

Net periodic benefit cost (credit)

$ ( 1 ) $ 4 $ 1 $ 3 $ 1 $ ( 1 )

Net periodic benefit cost

Six Months Ended June 30,

Interest cost

$ 8 $ 6 $ 10 $ 5 $ 1 $ 1

Expected return on plan assets

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

Amortization of net actuarial loss (gain)

2 2 ( 1 ) ( 2 )

Net periodic benefit cost (credit)

$ ( 1 ) $ 7 $ 1 $ 6 $ — $ ( 1 )

The service cost components of net periodic pension and OPEB costs are included in cost of sales and selling, general and administrative expenses as part of compensation cost and are eligible for capitalization in inventory and other assets.

3 unchanged sentences

Interest Rate

March 31, 2026

June 30, 2026

December 31, 2025

24 unchanged sentences

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 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 July 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.

7 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.

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

At any time prior to July 15, 2026, we may redeem up to 40% of the aggregate principal amount of the July 2031 Notes in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 108.500 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, provided that at least 50 % of the aggregate principal amount of the July 2031 Notes remain outstanding after the redemption.

30 unchanged sentences

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

At March 31, 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.

At June 30, 2026 , there were no outstanding borrowings under the Revolving Facility and we had utilized $ 10 for letters of credit.

We had availability at June 30, 2026 under the Revolving Facility of $ 1,140 after deducting outstanding letters of credit.

Debt covenants — At June 30, 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.

Bridge facility — On June 10, 2026, we became a party to a $ 2,600 bridge facility (the Bridge Facility).

The Bridge Facility serves as a backstop to certain contemplated financing transactions associated with Dana's intended acquisition of Eaton's Mobility business.

See Note 1 for additional information.

The Bridge Facility may be drawn upon only if the acquisition transaction closes.

Availability under the Bridge Facility is subject to reduction to the extent contemplated financing transactions are completed prior to the acquisition transaction closing.

We recorded initial deferred commitment fees of $ 17 related to the Bridge Facility.

The deferred commitment fees are included in other current assets and are being amortized over the Bridge Facility's 15 -month commitment period.

Subsequent events — On July 1, 2026, we issued notices of conditional full redemption with a redemption date of July 31, 2026, for all of our outstanding July 2031 Notes at a redemption price equal to 104.25 % plus accrued and unpaid interest.

On July 10, 2026, we amended our credit and guaranty agreement to include a $ 500 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 364 days from the date of the first draw on the Term A Facility.

We are required to make quarterly installments on the Term A Facility on the last day of each quarter commencing on December 31, 2026 in an amount equal to 10 % of the original amount borrowed adjusted for any prepayments.

On July 28, 2026, we fully drew the Term A Facility.

On July 31, 2026, we redeemed all of our outstanding July 2031 Notes.

On July 2, 2026, we became a party to a $ 350 secured term loan A (the Term Loan A) commitment and a $ 1,200 secured revolving credit facility (the Revolving Credit Facility) commitment.

The Term Loan A commitment and the Revolving Credit Facility commitment are associated with Dana's intended acquisition of Eaton's Mobility business.

No amounts are available to be drawn prior to the acquisition transaction closing.

Fair Value Measurements and Derivatives

4 unchanged sentences

Fair Value Level

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Currency forward contracts

7 unchanged sentences

Cash flow hedges

Other noncurrent assets

Cash flow hedges

Other noncurrent liabilities

2 unchanged sentences

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

March 31, 2026

June 30, 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 March 31, 2026 :

The following fixed-to-fixed cross-currency swaps were outstanding at June 30, 2026 :

Underlying Financial Instrument

3 unchanged sentences

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

Undesignated 2026 Swap

$ 188 € 169 6.50 % 5.14 %

Undesignated Offset 2026 Swap

€ 169 $ 188 3.13 % 6.50 %

The designated swaps are expected to be highly effective in offsetting the corresponding currency-based changes in cash outflows related to the underlying designated financial instruments.

3 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 $ 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 :

The total notional amount of outstanding foreign currency forward contracts, involving the exchange of various currencies, was $ 698 at June 30, 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 $ 318 at June 30, 2026 and $ 712 at December 31, 2025 .

The following currency derivatives were outstanding at June 30, 2026 :

Notional Amount (U.S.

3 unchanged sentences

Canadian dollar, Mexican peso

$ 206 $ 76 $ 282 Dec-2026

$ 209 $ 75 $ 284 Mar-2027

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

1 unchanged sentence

dollar, euro, British pound

60 60 Dec-2026

58 58 Mar-2027

Brazilian real

15 14 29 Oct-2026

28 11 39 Dec-2026

South African rand

dollar, euro, Thai baht

33 33 Aug-2026

16 16 Nov-2026

Canadian dollar

5 5 10 Aug-2026

42 42 Apr-2026

58 58 Jul-2026

British pound

1 unchanged sentence

Swedish krona

Australian dollar

Total forward contracts

318 — 318 Nov-2027

188 188 Jun-2026

Total currency swaps

8 unchanged sentences

Deferred Gain (Loss) in AOCI

March 31, 2026

June 30, 2026

December 31, 2025

6 unchanged sentences

Three Months Ended

Six Months Ended

Derivatives Designated as Cash Flow Hedges

2 unchanged sentences

Cost of sales

1,800 1,797 3,499 3,460

Other income (expense), net

( 20 ) ( 10 ) ( 60 ) ( 11 )

(Gain) or loss on cash flow hedging relationships

2 unchanged sentences

Cost of sales

( 11 ) 5 ( 21 ) 12

Other income (expense), net

( 3 ) ( 1 ) ( 5 )

Cross-currency swaps

1 unchanged sentence

Other income (expense), net

( 4 ) 26 ( 9 ) 52

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

4 unchanged sentences

Three Months Ended

Six Months Ended

Derivatives Not Designated as Hedging Instruments

2 unchanged sentences

Cost of sales

$ 2 $ 1 $ 6 $ —

Other income (expense), net

1 ( 11 ) ( 6 ) ( 17 )

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

6 unchanged sentences

Commitments and Contingencies

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

Environmental liabilities — Accrued environmental liabilities were $ 12 at June 30, 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.

6 unchanged sentences

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.

During the second quarter of 2026, we filed for refunds of previously paid tariffs assessed under IEEPA in an aggregate amount of $ 26 under Phase 1 and Phase 2 of the process established by the CBP.

We expect to file for refunds under Phase 3 when a formal process is established.

Based on the formal process established by the CBP for Phase 1 and Phase 2 refunds and the fact that we have begun to receive cash refunds from the CBP, we believe it is probable that we will recover the IEEPA refunds we have filed for under Phase 1 and Phase 2.

As such, we have recorded the $ 26 recoverable to accounts receivable - other along with a corresponding reduction of cost of sales.

As we previously invoiced our customers for reimbursement of IEEPA tariffs paid, we have recorded an offsetting obligation due to our customers to accounts receivable - trade with a corresponding reduction of net sales.

Warranty Obligations

5 unchanged sentences

Three Months Ended

Six Months Ended

Balance, beginning of period

$ 70 $ 87 $ 71 $ 88

Amounts accrued for current period sales

2 unchanged sentences

( 17 ) ( 16 ) ( 31 ) ( 28 )

Currency impact

Balance, end of period

$ 66 $ 84 $ 66 $ 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 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.

We reported income tax expense of $ 54 and $ 10 for the second quarters of 2026 and 2025, respectively, and income tax expense of $ 68 and $ 0 for the respective year-to-date periods.

Our effective tax rates were 124 % and 0 % for the six months ended June 30, 2026 and 2025.

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

During the first six months of 2025, we recorded a tax benefit of $ 19 due to a basis difference in a foreign subsidiary as a result of a change in tax status, $ 9 of tax expense for income tax reserves associated with prior tax years in foreign jurisdictions and tax expense of $ 6 resulting from the sale of Dana's ownership interest in an equity method investment.

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

9 unchanged sentences

Three Months Ended

Six Months Ended

Non-service cost components of pension and OPEB costs

2 unchanged sentences

Foreign exchange gain (loss)

( 6 ) ( 1 ) 11 ( 6 )

Strategic transaction expenses

( 19 ) ( 5 ) ( 20 ) ( 6 )

Gain on sale of property, plant and equipment

1 unchanged sentence

Loss on divestiture of ownership interests

( 7 ) ( 8 ) ( 7 )

Transition services income

4 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 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.

Strategic transaction expenses in 2026 were primarily attributable to the potential acquisition of Eaton's Mobility business.

See Note 1 for additional information.

During the first six months of 2026, we recorded $ 59 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.

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

2 unchanged sentences

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

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

See Note 18 for additional information.

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

We had $ 5 and $ 6 recorded in other current assets and $ 9 and $ 15 recorded in other noncurrent assets at June 30, 2026 and December 31, 2025 .

Certain of our customer contracts include rebate incentives.

5 unchanged sentences

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.

We had $ 167 and $ 25 recorded in other accrued liabilities and $ 54 and $ 59 recorded in other noncurrent liabilities at June 30, 2026 and December 31, 2025 .

We had $ 135 recorded in other current assets at June 30, 2026, which represents consideration received from our U.S.

OEM customers for the unapplied Section 232 tariff credits.

2 unchanged sentences

Three Months Ended

Six Months Ended

Light Vehicle

North America

$ 957 $ 928 $ 1,820 $ 1,745

213 192 415 373

South America

65 58 109 105

144 157 304 325

$ 1,379 $ 1,335 $ 2,648 $ 2,548

Commercial Vehicle

North America

$ 245 $ 229 $ 466 $ 460

198 194 404 374

South America

134 125 251 233

54 52 109 101

$ 631 $ 600 $ 1,230 $ 1,168

North America

$ 1,202 $ 1,157 $ 2,286 $ 2,205

411 386 819 747

South America

199 183 360 338

198 209 413 426

$ 2,010 $ 1,935 $ 3,878 $ 3,716

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

12 unchanged sentences

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 Chief Executive Officer is its CODM.

Dana 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.

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 earnings (loss) from continuing operations before income taxes.

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

Segment information —

Three months ended March 31, 2026

Three months ended June 30, 2026

External sales

12 unchanged sentences

$ 42 $ 97 $ 3 $ 142

Segment net assets (b) - March 31, 2026

Segment net assets (b) - June 30, 2026

$ 573 $ 465 $ ( 72 ) $ 966

Three months ended March 31, 2025

Three months ended June 30, 2025

External sales

14 unchanged sentences

$ 465 $ 471 $ ( 88 ) $ 848

Six months ended June 30, 2026

External sales

$ 2,648 $ 1,230 $ 3,878

Inter-segment sales

2,700 1,262 3,962

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

$ 255 $ 131 $ 386

Purchases of property, plant and equipment

$ 89 $ 108 $ 7 $ 204

Six months ended June 30, 2025

External sales

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

Inter-segment sales

2,619 1,210 3,829

Reconciliation of sales

Elimination of inter-segment sales

Total consolidated sales

Cost of sales

Selling, general and administrative expenses

Other segment items (a)

Segment EBITDA

$ 180 $ 88 $ 268

Purchases of property, plant and equipment

$ 79 $ 16 $ 9 $ 104

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

2 unchanged sentences

Three Months Ended

Six Months Ended

Segment EBITDA

$ 211 $ 159 $ 386 $ 268

Corporate expense and other items, net

( 4 ) ( 12 ) ( 8 ) ( 28 )

( 82 ) ( 89 ) ( 166 ) ( 171 )

( 2 ) ( 3 ) ( 5 ) ( 6 )

Non-service cost components of pension and OPEB costs

( 3 ) ( 2 ) ( 4 ) ( 4 )

Restructuring charges, net

( 9 ) ( 11 ) ( 15 ) ( 13 )

Stock compensation expense

1 unchanged sentence

Strategic transaction expenses

( 19 ) ( 5 ) ( 20 ) ( 6 )

Gain on sale of property, plant and equipment

Supplier capacity charge adjustment

Amounts attributable to previously closed/divested operations

Distressed supplier costs

Loss on divestiture of ownership interests

( 7 ) ( 8 ) ( 7 )

Electric vehicle program termination charges

Foreign exchange gain on unhedged intercompany loans

1 ( 4 ) ( 2 ) ( 6 )

Earnings from continuing operations before interest and income taxes

2 unchanged sentences

Interest expense

Loss from continuing operations before income taxes

Earnings (loss) from continuing operations before income taxes

$ 59 $ ( 25 ) $ 55 $ ( 54 )

Reconciliation of segment net assets to consolidated total assets —

March 31, December 31,

June 30, December 31,

Segment net assets

$ 1,023 $ 848

Accounts payable

12 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 March 31, 2026 —

Equity method investments at June 30, 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