PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

Dana Incorporated

Consolidated Statement of Operations (Unaudited)

(In millions, except per share amounts)

 

 

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

 

Dana Incorporated

Consolidated Statement of Comprehensive Income (Unaudited)

(In millions)

 

 

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

 

Dana Incorporated

Consolidated Balance Sheet (Unaudited)

(In millions, except share and per share amounts)

 

 

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

 

Dana Incorporated

Consolidated Statement of Cash Flows (Unaudited)

(In millions)

 

 

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

 

Dana Incorporated

Index to Notes to Consolidated Financial Statements

 

 

1.	Organization and Summary of Significant Accounting Policies
2.	Discontinued Operations
3.	Disposal Group Previously Held for Sale
4.	Intangible Assets
5.	Restructuring of Operations
6.	Supplemental Balance Sheet and Cash Flow Information
7.	Stockholders' Equity
8.	Redeemable Noncontrolling Interests
9.	Earnings per Share
10.	Stock Compensation
11.	Pension and Postretirement Benefit Plans
12.	Financing Agreements
13.	Fair Value Measurements and Derivatives
14.	Commitments and Contingencies
15.	Warranty Obligations
16.	Income Taxes
17.	Other Income (Expense), Net
18.	Revenue from Contracts with Customers
19.	Segments
20.	Equity Affiliates

 

 

Notes to Consolidated Financial Statements (Unaudited)

(In millions, except share and per share amounts)

Note 1. Organization and Summary of Significant Accounting Policies

 

General

 

Dana Incorporated (Dana) is headquartered in Maumee, Ohio and was incorporated in Delaware in 2007. Dana is a global provider of high technology driveline (axles, driveshafts and transmissions); sealing and thermal-management products; and motors, power inverters, and control systems for electric vehicles with a customer base that includes virtually every major on-highway vehicle manufacturer in the world.

 

The terms "Dana," "we," "our" and "us," when used in this report, are references to Dana. These references include the subsidiaries of Dana unless otherwise indicated or the context requires otherwise.

 

Summary of significant accounting policies

 

Basis of presentation — Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information. These statements are unaudited, but in the opinion of management include all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the results for the interim periods. The results reported in these consolidated financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. The financial information included herein should be read in conjunction with the consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024 (the 2024 Form 10-K). Certain prior year amounts have been reclassified to conform to the current presentation.

 

In June 2025, we entered into a definitive agreement to sell our Off-Highway business. The transaction is currently expected to close during the fourth quarter of 2025, subject to satisfaction of regulatory approvals and other customary conditions. We concluded that our Off-Highway business met the criteria to be classified as held for sale in June 2025. A component of an entity is reported in discontinued operations after meeting the criteria for held for sale classification if the disposition represents a strategic shift that has, or will have, a major effect on the entity’s operations and financial results. We analyzed the quantitative and qualitative factors relevant to the pending divestiture of our Off-Highway business and determined that the conditions for discontinued operations presentation have been met. As such, the financial position, results of operations and cash flows of that business are reported as discontinued operations in the accompanying consolidated financial statements. Prior period amounts have been recast to reflect discontinued operations presentation. See Note 2 for additional information.

 

Recently adopted accounting pronouncements

 

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

 

Recently issued accounting pronouncements

 

In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40), which requires public entities to disclose detailed components of income statement expenses, such as inventory purchases, employee compensation, depreciation and amortization within relevant expense captions. Companies are also required to explain amounts not disaggregated and define and disclose total selling expenses. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. We are currently evaluating the impact of the guidance on our financial statement disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. This guidance requires disaggregated income tax disclosures on the rate reconciliation and income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the guidance on our financial statement disclosures.

Note 2. Discontinued Operations

 

In June 2025, we entered into a definitive agreement to sell our Off-Highway business to Allison Transmission Holdings, Inc. (Allison) for $2,732. The sale price is subject to adjustment based on net working capital and net indebtedness balances as of the closing date. The transaction is currently expected to close during the fourth quarter of 2025, subject to satisfaction of regulatory approvals and other customary conditions.

 

At closing of the transaction, Dana will enter into a transition services agreement, engineering services agreement, intellectual property and trademark license agreements, and certain supply agreements with Allison. Services to be provided by Dana under the transition services agreement include finance, information technology, human resources and certain other administrative services for periods up to 24 months.

 

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

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2025				2024				2025				2024
Net sales		$	663			$	726			$	1,263			$	1,484
Cost of sales			542				588				1,039				1,214
Selling, general and administrative expenses			28				24				55				49
Amortization of intangibles			1				2				2				3
Restructuring charges, net			(1	)			1				2				1
Other income (expense), net			(18	)			6				(25	)			8
Earnings from discontinued operations before interest and income taxes			75				117				140				225
Interest income			1				1				2				2
Earnings from discontinued operations before income taxes			76				118				142				227
Income tax expense			33				41				52				85
Net income from discontinued operations		$	43			$	77			$	90			$	142

 

During the three and six months ended June 2025, we incurred $14 and $34, respectively, of Off-Highway business divestiture transaction related costs. These costs were attributed to discontinued operations and included in other income (expense), net in the table above.

 

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

 

		June 30,				December 31,
		2025				2024
Accounts receivable - Trade		$	411			$	305
Accounts receivable - Other			39				41
Inventories			557				500
Other current assets			83				58
Current assets of disposal group held for sale		$	1,090			$	904
Goodwill		$	276			$	250
Intangibles			72				70
Deferred tax assets			91				64
Other noncurrent assets			53				71
Operating lease assets			44				35
Property, plant and equipment, net			445				383
Noncurrent assets of disposal group held for sale		$	981			$	873
Current portion of long-term debt		$	1			$	—
Accounts payable			481				402
Accrued payroll and employee benefits			83				60
Taxes on income			11
Current portion of operating lease liabilities			9				9
Other accrued liabilities			168				153
Current liabilities of disposal group held for sale		$	753			$	624
Long-term debt		$	32			$	2
Noncurrent operating lease liabilities			34				25
Pension and postretirement obligations			65				62
Other noncurrent liabilities			73				94
Noncurrent liabilities of disposal group held for sale		$	204			$	183

 

Note 3. Disposal Group Previously Held for Sale

 

In February 2024, we entered into a definitive agreement to sell our European hydraulics business to HPIH S.à r.l. We classified the disposal group as held for sale, recognizing a $26 loss during the year ended December 31, 2024 to adjust the carrying value of net assets to fair value less estimated costs to sell. The transaction was not completed by the date set forth in the definitive agreement. The assets of the European hydraulics business are no longer held for sale and have been reclassified as held and used at the lower of their adjusted carrying value or fair value at the date the held for sale criteria was no longer met.

 

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Note 4. Intangible Assets

 

Components of intangible assets — 

 

						June 30, 2025												December 31, 2024
		Weighted Average Useful Life (years)				Gross Carrying Amount				Accumulated Impairment and Amortization				Net Carrying Amount				Gross Carrying Amount				Accumulated Impairment and Amortization				Net Carrying Amount
Amortizable intangible assets
Core technology			10			$	52			$	(30	)		$	22			$	47			$	(25	)		$	22
Trademarks and trade names			17				3				(3	)							2				(2	)
Customer relationships			10				68				(50	)			18				65				(45	)			20
Non-amortizable intangible assets
Trademarks and trade names							39								39				38								38
						$	162			$	(83	)		$	79			$	152			$	(72	)		$	80

 

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

 

		June 30, 2025
Light Vehicle		$	10
Commercial Vehicle			69
		$	79

 

Amortization expense related to amortizable intangible assets — 

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2025				2024				2025				2024
Charged to cost of sales		$	1			$	1			$	2			$	3
Charged to amortization of intangibles			2				2				4				4
Total amortization		$	3			$	3			$	6			$	7

 

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Note 5. Restructuring of Operations

 

Our restructuring activities include rationalizing our operating footprint by consolidating facilities, positioning operations in lower cost locations, and headcount reduction initiatives focused on reducing operating and overhead costs. Restructuring expense includes costs associated with current and previously announced actions and is comprised of contractual and noncontractual separation costs and exit costs, including certain costs of facilities that we are in the process of closing.

 

During 2024, we announced actions to consolidate certain manufacturing facilities along with global headcount reductions focused on reducing engineering and overhead costs in response to market dynamics, including delays in the adoption of electric vehicles. During the first half of 2025, we continued to execute on these initiatives.

 

Accrued restructuring costs and activity —

 

		Employee Termination Benefits				Exit Costs				Total
Balance, March 31, 2025		$	35			$	—			$	35
Charges to restructuring			11				1				12
Adjustments of accruals			(1	)							(1	)
Cash payments			(9	)			(1	)			(10	)
Currency impact			2								2
Balance, June 30, 2025		$	38			$	—			$	38
Balance, December 31, 2024		$	44			$	1			$	45
Charges to restructuring			13				3				16
Adjustments of accruals			(3	)							(3	)
Cash payments			(19	)			(4	)			(23	)
Currency impact			3								3
Balance, June 30, 2025		$	38			$	—			$	38

 

At June 30, 2025, the accrued employee termination benefits include costs to reduce approximately 700 employees to be completed over the next year.

Note 6. Supplemental Balance Sheet and Cash Flow Information

 

Supplier finance programs —

 

As of June 30, 2025 and December 31, 2024, we had $53 and $46, respectively, of confirmed obligations subject to supplier finance programs presented as accounts payable within total current liabilities on the consolidated balance sheet.

 

Inventory components —

 

		June 30, 2025				December 31, 2024
Raw materials		$	489			$	456
Work in process and finished goods			616				591
Total		$	1,105			$	1,047

 

Cash, cash equivalents and restricted cash —

 

		June 30, 2025				December 31, 2024				June 30, 2024				December 31, 2023
Cash and cash equivalents		$	486			$	494			$	419			$	529
Restricted cash included in other current assets			5				9				11				23
Restricted cash included in other noncurrent assets			10				9				10				11
Total cash, cash equivalents and restricted cash		$	501			$	512			$	440			$	563

  

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Note 7. Stockholders’ Equity

 

Common stock — Our Board of Directors declared a cash dividend of ten cents per share of common stock in the first and second quarters of 2025. Dividends accrue on restricted stock units (RSUs) and performance share units (PSUs) granted under our stock compensation program and will be paid in cash or additional units when the underlying units vest.

 

Share repurchase program — On June 8, 2025 our Board of Directors approved a stock repurchase program of up to an aggregate of $1,000 less any amount of special dividends distributed in connection with the sale of the Off-Highway business. The program expires on December 31, 2027. On June 17, 2025, pursuant to the program, we spent $251 to repurchase 14,286,505 shares of our common stock from the Icahn Group, which represented all of the shares held by the Icahn Group. Additionally, under the program, we spent $6 to repurchase 320,778 shares of our common stock during the second quarter of 2025 through open market transactions. Approximately $743 remained available under the program for future share repurchases as of June 30, 2025.

 

The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a non-deductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. We reflect the applicable excise tax as part of the cost basis of the stock repurchased and record a corresponding liability for the excise taxes payable in other accrued liabilities on our consolidated balance sheet. Excise taxes when paid will be reflected in financing activities in the consolidated statement of cash flows. All dollar amounts presented in this report related to our share repurchases and our share repurchase authorization exclude such excise taxes, to the extent applicable, unless otherwise indicated.

 

Changes in equity —

 

2025		Common Stock				Additional Paid-In Capital				Retained Earnings				Treasury Stock				Accumulated Other Comprehensive Loss				Non-controlling Interests				Total Equity
Balance, December 31, 2024		$	2			$	2,282			$	204			$	(13	)		$	(1,142	)		$	63			$	1,396
Net income											25												5				30
Other comprehensive income																			32								32
Common stock dividends and dividend equivalents											(15	)															(15	)
Distributions to noncontrolling interests																							(1	)			(1	)
Stock compensation							12																				12
Stock withheld for employee taxes															(8	)											(8	)
Balance, March 31, 2025			2				2,294				214				(21	)			(1,110	)			67				1,446
Net income											27												4				31
Other comprehensive income																			63				2				65
Common stock dividends and dividend equivalents											(15	)															(15	)
Distributions to noncontrolling interests																							(2	)			(2	)
Repurchase and retirement of shares			(1	)			(258	)																			(259	)
Sale of noncontrolling interests																							(5	)			(5	)
Stock compensation							9																				9
Balance, June 30, 2025		$	1			$	2,045			$	226			$	(21	)		$	(1,047	)		$	66			$	1,270

 

2024		Common Stock				Additional Paid-In Capital				Retained Earnings				Treasury Stock				Accumulated Other Comprehensive Loss				Non-controlling Interests				Total Equity
Balance, December 31, 2023		$	2			$	2,255			$	317			$	(9	)		$	(990	)		$	62			$	1,637
Net income											3												5				8
Other comprehensive loss																			(17	)			(1	)			(18	)
Common stock dividends and dividend equivalents											(15	)															(15	)
Distributions to noncontrolling interests																							(1	)			(1	)
Redeemable noncontrolling interests adjustment to redemption value											(8	)															(8	)
Stock compensation							5																				5
Stock withheld for employee taxes															(4	)											(4	)
Balance, March 31, 2024			2				2,260				297				(13	)			(1,007	)			65				1,604
Net income											16												5				21
Other comprehensive loss																			(67	)							(67	)
Common stock dividends and dividend equivalents											(15	)															(15	)
Distributions to noncontrolling interests																							(1	)			(1	)
Redeemable noncontrolling interests adjustment to redemption value											(5	)															(5	)
Stock compensation							7																				7
Balance, June 30, 2024		$	2			$	2,267			$	293			$	(13	)		$	(1,074	)		$	69			$	1,544

 

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

 

		Parent Company Stockholders
2025		Foreign Currency Translation				Hedging				Defined Benefit Plans				Accumulated Other Comprehensive Loss
Balance, December 31, 2024		$	(977	)		$	(29	)		$	(136	)		$	(1,142	)
Currency translation adjustments			14												14
Holding gains and losses							(11	)							(11	)
Reclassification of amount to net income (a)							34								34
Tax expense							(5	)							(5	)
Other comprehensive income			14				18				—				32
Balance, March 31, 2025			(963	)			(11	)			(136	)			(1,110	)
Currency translation adjustments			39												39
Reclassification of amount to net income (a)							30								30
Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)											1				1
Tax expense							(6	)			(1	)			(7	)
Other comprehensive income (loss)			39				24				—				63
Balance, June 30, 2025		$	(924	)		$	13			$	(136	)		$	(1,047	)

 

		Parent Company Stockholders
2024		Foreign Currency Translation				Hedging				Defined Benefit Plans				Accumulated Other Comprehensive Loss
Balance, December 31, 2023		$	(868	)		$	20			$	(142	)		$	(990	)
Currency translation adjustments			(16	)											(16	)
Holding gains and losses							9								9
Reclassification of amount to net income (a)							(11	)							(11	)
Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)											1				1
Tax expense															—
Other comprehensive income (loss)			(16	)			(2	)			1				(17	)
Balance, March 31, 2024			(884	)			18				(141	)			(1,007	)
Currency translation adjustments			(45	)											(45	)
Holding gains and losses							(23	)							(23	)
Reclassification of amount to net income (a)							(8	)							(8	)
Other											3				3
Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)											2				2
Tax (expense) benefit							5				(1	)			4
Other comprehensive income (loss)			(45	)			(26	)			4				(67	)
Balance, June 30, 2024		$	(929	)		$	(8	)		$	(137	)		$	(1,074	)

 

 

(a) Realized gains and losses from currency-related forward contracts associated with forecasted transactions or from other derivative instruments treated as cash flow hedges are reclassified from AOCI into the same line item in the consolidated statement of operations in which the underlying forecasted transaction or other hedged item is recorded. See Note 13 for additional details.

(b) See Note 11 for additional details.

 

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Note 8. Redeemable Noncontrolling Interests

 

Hydro-Québec owns a 45% redeemable noncontrolling interest in Dana TM4 Inc., Dana TM4 Electric Holdings BV and Dana TM4 USA, LLC. The terms of the joint venture agreement provide Hydro-Québec with the right to put all, and not less than all, of its ownership interests in Dana TM4 Inc., Dana TM4 Electric Holdings BV and Dana TM4 USA, LLC to Dana at fair value. We estimate the fair value of the redemption value using an income-based approach based on discounted cash flow projections. In determining fair value using discounted cash flow projections, we make significant assumptions and estimates about the extent and timing of future cash flows, including revenue growth rates, projected EBITDA, discount rate, capital expenditures and terminal growth rate.

 

On May 6, 2024, Hydro-Québec provided Dana with its put notice. Subsequent to May 6, 2024, Dana will no longer attribute net income (loss) and other comprehensive income (loss) items of Dana TM4 Inc., Dana TM4 Electric Holdings BV and Dana TM4 USA, LLC to Hydro-Québec's redeemable noncontrolling interest. Closure of the transaction will proceed in accordance with the provisions of the shareholders agreement.

 

Reconciliation of changes in redeemable noncontrolling interests —

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2025				2024				2025				2024
Balance, beginning of period		$	189			$	197			$	189			$	191
Capital contribution from redeemable noncontrolling interests							9								18
Adjustment to redemption value							5								13
Comprehensive income (loss) adjustments:
Net loss attributable to redeemable noncontrolling interests							(5	)							(13	)
Other comprehensive loss attributable to redeemable noncontrolling interests							(1	)							(4	)
Balance, end of period		$	189			$	205			$	189			$	205

   

Note 9. Earnings per Share

 

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

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2025				2024				2025				2024
Net loss from continuing operations		$	(12	)		$	(61	)		$	(29	)		$	(126	)
Less: Noncontrolling interests net income from continuing operations			4				5				9				10
Less: Redeemable noncontrolling interests net loss from continuing operations							(5	)							(13	)
Net loss from continuing operations attributable to the parent company			(16	)			(61	)			(38	)			(123	)
Net income from discontinued operations			43				77				90				142
Net income attributable to the parent company		$	27			$	16			$	52			$	19
Denominator:
Weighted-average common shares outstanding - Basic			143.8				145.0				144.7				144.9
Employee compensation-related shares			—				—				—				—
Weighted-average common shares outstanding - Diluted			143.8				145.0				144.7				144.9

 

The share count for diluted earnings per share is computed on the basis of the weighted-average number of common shares outstanding plus the effects of dilutive common stock equivalents (CSEs) outstanding during the period. We excluded 0.3 and 0.2 million CSEs from the calculation of diluted earnings per share for the second quarters of 2025 and 2024 and excluded 0.2 million and 2.1 million of CSEs for the respective year-to-date periods as the effect of including them would have been anti-dilutive. In addition, we excluded CSEs that satisfied the definition of potentially dilutive shares of 1.7 and 0.2 million for the second quarters of 2025 and 2024 and excluded 1.5 million for the year-to-date 2025 period as a result of the loss from continuing operations for these periods.

 

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Note 10. Stock Compensation

 

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

 

		Granted				Grant Date
		(In millions)				Fair Value*
RSUs			0.9			$	16.33
PSUs			0.4			$	18.70

* Weighted-average per share

 

We calculated the fair value of the RSUs at grant date based on the closing market price of our common stock at the date of grant. The number of PSUs that ultimately vest is contingent on achieving specified financial targets and specified total shareholder return targets relative to peer companies. For the portion of the award based on financial metrics, we estimated the fair value of the PSUs at grant date based on the closing market price of our common stock at the date of grant. For the portion of the award based on shareholder returns, we estimated the fair value of the PSUs at grant date using various assumptions as part of a Monte Carlo simulation. The expected term represents the period from the grant date to the end of the three-year performance period. The risk-free interest rate of 4.23% was based on U.S. Treasury constant maturity rates at the grant date. The estimated volatility of 49.1% was based on observed historical volatility of daily stock returns for the 3-year period preceding the grant date. During the six months ended June 30, 2025, the Company amended the PSU awards to accrue dividends, which are subject to the same vesting and forfeiture conditions as the original award. The incremental compensation cost resulting from this modification is not material.

 

During the six months ended June 30, 2025, we paid $2.4 and $0.4 of cash to settle RSUs and PSUs and issued 1.0 and 0.2 million shares of common stock based on the vesting of RSUs and PSUs, respectively. We recognized stock compensation expense of $11 and $8 in the second quarters of 2025 and 2024 and expense of $23 and $14  during the respective year-to-date periods of 2025 and 2024. At June 30, 2025, the total unrecognized compensation cost related to the nonvested awards granted and expected to vest was $32. This cost is expected to be recognized over a weighted-average period of 1.5 years.

Note 11. Pension and Postretirement Benefit Plans

 

We have a number of defined contribution and defined benefit, qualified and nonqualified, pension plans covering eligible employees. Other postretirement benefits (OPEB), including medical and life insurance, are provided for certain employees upon retirement.

 

Components of net periodic benefit cost — 

 

		Pension																OPEB
		2025								2024								2025				2024
Three Months Ended June 30,		U.S.				Non-U.S.				U.S.				Non-U.S.				Non-U.S.				Non-U.S.
Interest cost		$	5			$	3			$	5			$	3			$	—			$	—
Expected return on plan assets			(5	)			(1	)			(6	)
Service cost							1								1
Amortization of net actuarial loss (gain)			1								1				1				(1	)
Net periodic benefit cost		$	1			$	3			$	—			$	5			$	(1	)		$	—
Six Months Ended June 30,
Interest cost		$	10			$	5			$	10			$	6			$	1			$	1
Expected return on plan assets			(11	)			(1	)			(12	)			(1	)
Service cost							2								2
Amortization of net actuarial loss (gain)			2								3				1				(2	)			(1	)
Net periodic benefit cost (credit)		$	1			$	6			$	1			$	8			$	(1	)		$	—

 

The service cost components of net periodic pension and OPEB costs are included in cost of sales and selling, general and administrative expenses as part of compensation cost and are eligible for capitalization in inventory and other assets. The non-service components are reported in other income (expense), net and are not eligible for capitalization.

 

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Note 12. Financing Agreements

 

Long-term debt at —

 

	Interest Rate			June 30, 2025				December 31, 2024
Senior Notes due April 15, 2025	5.750%	*		$	—			$	200
Senior Notes due November 15, 2027	5.375%				400				400
Senior Notes due June 15, 2028	5.625%				400				400
Senior Euro Notes due July 15, 2029	3.000%				383				337
Senior Notes due September 1, 2030	4.250%				400				400
Senior Euro Notes due July 15, 2031	8.500%				501				440
Senior Notes due February 15, 2032	4.500%				350				350
Other indebtedness					174				93
Debt issuance costs					(18	)			(19	)
					2,590				2,601
Less: Current portion of long-term debt					22				214
Long-term debt, less debt issuance costs				$	2,568			$	2,387

 

*	In conjunction with the issuance of the April 2025 Notes, we entered into 8-year fixed-to-fixed cross-currency swaps which had the effect of economically converting the April 2025 Notes to euro-denominated debt at a fixed rate of 3.850%. See Note 13 for additional information.

 

Interest on the senior notes is payable semi-annually. Other indebtedness includes borrowings from various financial institutions and finance lease obligations.

 

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

 

Senior notes redemption provisions — We may redeem some or all of the senior notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to the redemption date, if redeemed during the 12-month period commencing on the anniversary date of the senior notes in the year set forth below:

 

		Redemption Price
		November				June				July				September				July				February
Year		2027 Notes				2028 Notes				2029 Notes				2030 Notes				2031 Notes				2032 Notes
2024			100.000	%							101.500	%
2025			100.000	%			100.000	%			100.750	%
2026			100.000	%			100.000	%			100.000	%			102.125	%			104.250	%
2027							100.000	%			100.000	%			101.417	%			102.125	%			102.250	%
2028											100.000	%			100.708	%			100.000	%			101.500	%
2029															100.000	%			100.000	%			100.750	%
2030																			100.000	%			100.000	%
2031																							100.000	%

 

Prior to May 1, 2026, we may redeem some or all of the September 2030 Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. We have not separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and the risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt.

 

At any time prior to July 15, 2026, we may redeem up to 40% of the aggregate principal amount of the July 2031 Notes in an amount not to exceed the amount of proceeds of one or more equity offerings, at a price equal to 108.500% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, provided that at least 50% of the aggregate principal amount of the July 2031 Notes remain outstanding after the redemption.  Prior to July 15, 2026, we may also redeem some or all of the July 2031 Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. We have not separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and the risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt.

 

Prior to February 15, 2027, we may redeem some or all of the February 2032 Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. We have not separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and the risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt.

 

Credit agreement — On July 31, 2025, we amended our credit and guaranty agreement to include a $250 Term A Facility. Borrowings under the Term A Facility bear interest at a floating rate based on Term Secured Overnight Financing Rate ("SOFR") (as described in the credit agreement) plus a margin. The Term A Facility matures at the earlier of five business days after the consummation of the Off-Highway business sale or July 30, 2026. We are required to make quarterly installments on the Term A Facility on the last day of each quarter commencing on December 31, 2025 in an amount equal to 10% of the original amount borrowed adjusted for any prepayments. On July 31, 2025, we fully drew the Term A Facility and used the proceeds to pay down outstanding borrowings on our Revolving Facility.

 

Deferred financing costs on our Revolving Facility are included in other noncurrent assets and are being amortized over the life of the Revolving Facility. Each the Revolving Facility and Term A Facility is guaranteed by all of our wholly-owned domestic subsidiaries subject to certain exceptions (the guarantors) and is secured by a first-priority lien on substantially all of the assets of Dana and the guarantors, subject to certain exceptions.

 

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

 

		Margin
Total Net Leverage Ratio		Base Rate				SOFR Rate
Less than or equal to 1.00:1.00			0.25	%			1.25	%
Greater than 1.00:1.00 but less than or equal to 2.00:1.00			0.50	%			1.50	%
Greater than 2.00:1.00			0.75	%			1.75	%

 

Commitment fees are applied based on the average daily unused portion of the available amounts under the Revolving Facility as set forth below:

 

Total Net Leverage Ratio		Commitment Fee
Less than or equal to 1.00:1.00			0.250	%
Greater than 1.00:1.00 but less than or equal to 2.00:1.00			0.375	%
Greater than 2.00:1.00			0.500	%

 

Up to $275 of the Revolving Facility may be applied to letters of credit, which reduces availability. We pay a fee for issued and undrawn letters of credit in an amount per annum equal to the applicable margin for SOFR rate advances based on a quarterly average availability under issued and undrawn letters of credit under the Revolving Facility and a per annum fronting fee of 0.125%, payable quarterly.

 

At  June 30, 2025, we had $525 of outstanding borrowings under the Revolving Facility and had utilized $10 for letters of credit. We had availability at June 30, 2025 under the Revolving Facility of $615 after deducting outstanding borrowings and letters of credit.

 

Debt covenants — At June 30, 2025, we were in compliance with the covenants of our financing agreements. Under the Revolving Facility and the senior notes, we are required to comply with certain incurrence-based covenants customary for facilities of these types and, in the case of the Revolving Facility, a maintenance covenant tested on the last day of each fiscal quarter requiring us to maintain a first lien net leverage ratio not to exceed 2.00 to 1.00.

Note 13. Fair Value Measurements and Derivatives

 

In measuring the fair value of our assets and liabilities, we use market data or assumptions that we believe market participants would use in pricing an asset or liability including assumptions about risk when appropriate. Our valuation techniques include a combination of observable and unobservable inputs.

 

Fair value measurements on a recurring basis — Assets and liabilities that are carried in our balance sheets at fair value are as follows:

 

							Fair Value
Category		Balance Sheet Location		Fair Value Level			June 30, 2025				December 31, 2024
Currency forward contracts
Cash flow hedges		Accounts receivable - Other		2			$	20			$	9
Cash flow hedges		Other accrued liabilities		2				10				27
Undesignated		Accounts receivable - Other		2				7				8
Undesignated		Other accrued liabilities		2				18				13
Currency swaps
Cash flow hedges		Other noncurrent assets		2								23
Cash flow hedges		Other noncurrent liabilities		2				28
Undesignated		Other noncurrent liabilities		2				4				5

 

Fair Value Level 2 assets and liabilities reflect the use of significant other observable inputs.

 

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

 

						June 30, 2025								December 31, 2024
		Fair Value Level				Carrying Value				Fair Value				Carrying Value				Fair Value
Long-term debt			2			$	2,420			$	2,471			$	2,510			$	2,492

 

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Foreign currency derivatives — Our foreign currency derivatives include forward contracts associated with forecasted transactions, primarily involving the purchases and sales of inventory, as well as currency swaps associated with certain recorded external notes payable and intercompany loans receivable and payable. Periodically, our foreign currency derivatives also include net investment hedges of certain of our investments in foreign operations.

 

We have executed fixed-to-fixed cross-currency swaps in conjunction with the issuance of certain notes to eliminate the variability in the functional-currency-equivalent cash flows due to changes in exchange rates associated with the forecasted principal and interest payments. All of the underlying designated financial instruments have been designated as the hedged items in each respective cash flow hedge relationship, as shown in the table below. Designated as cash flow hedges of the forecasted principal and interest payments of the underlying designated financial instruments, all of the swaps economically convert the underlying designated financial instruments into the functional currency of each respective holder. The impact of the interest rate differential between the inflow and outflow rates on fixed-to-fixed cross-currency swaps is recognized during each period as a component of interest expense for hedges of external debt and as a component of other income (expense), net for hedges of intercompany debt.

 

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

 

Underlying Financial Instrument												Derivative Financial Instrument
Description		Type		Face Amount				Rate				Notional Amount				Traded Amount				Inflow Rate				Outflow Rate
Luxembourg Intercompany Notes		Receivable		€	278				3.70	%		€	278			$	300				5.38	%			3.70	%
Undesignated 2026 Swap												$	188			€	169				6.50	%			5.14	%
Undesignated Offset 2026 Swap												€	169			$	188				3.13	%			6.50	%

 

The designated swaps are expected to be highly effective in offsetting the corresponding currency-based changes in cash outflows related to the underlying designated financial instruments. Based on our qualitative assessment that the critical terms of the underlying designated financial instruments and the associated swaps match and that all other required criteria have been met, we do not expect to incur any ineffectiveness. As effective cash flow hedges, changes in the fair value of the swaps will be recorded in OCI during each period. Additionally, to the extent the swaps remain effective, the appropriate portion of AOCI will be reclassified to earnings each period as an offset to the foreign exchange gain or loss resulting from the remeasurement of the underlying designated financial instruments. To the extent the swaps are no longer effective, changes in their fair values will be recorded in earnings. 

 

The total notional amount of outstanding foreign currency forward contracts, involving the exchange of various currencies, was $1,156 at June 30, 2025 and $1,147 at December 31, 2024. The total notional amount of outstanding foreign currency swaps, including the fixed-to-fixed cross-currency swaps, was $715 at June 30, 2025 and $951 at December 31, 2024.

 

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

 

				Notional Amount (U.S. Dollar Equivalent)
Functional Currency		Traded Currency		Designated				Undesignated				Total				Maturity
U.S. dollar		euro, Canadian dollar, Mexican peso		$	323			$	38			$	361			Mar-2026
Euro		U.S. dollar, Australian dollar, Swiss franc, Chinese renminbi, British pound, Hungarian forint, Mexican peso, Swedish krona			562				9				571			Sep-2027
Indian rupee		U.S. dollar, euro, British pound							51				51			Mar-2026
Brazilian real		U.S. dollar, euro			33				19				52			Mar-2026
South African rand		U.S. dollar, euro, Thai baht							38				38			Nov-2025
Canadian dollar		U.S. dollar			26				3				29			Mar-2026
Thai baht		U.S. dollar			5				16				21			Dec-2025
British pound		U.S. dollar, euro			16				12				28			Dec-2025
Mexican peso		U.S. dollar							3				3			Jul-2025
Swedish krona		euro							1				1			Jul-2025
Australian dollar		U.S. dollar, euro							1				1			Jul-2025
Total forward contracts					965				191				1,156
U.S. dollar		euro			328				199				527			Nov-2027
Euro		U.S. dollar							188				188			Jun-2026
Total currency swaps					328				387				715
Total currency derivatives				$	1,293			$	578			$	1,871

 

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Designated cash flow hedges — With respect to contracts designated as cash flow hedges, changes in fair value during the period in which the contracts remain outstanding are reported in OCI to the extent such contracts remain effective. Effectiveness is measured by using regression analysis to determine the degree of correlation between the change in the fair value of the derivative instrument and the change in the associated foreign currency exchange rates. Changes in the fair value of contracts not designated as cash flow hedges or as net investment hedges are recognized in other income (expense), net in the period in which the changes occur. Realized gains and losses from currency-related forward contracts associated with forecasted transactions or from other derivative instruments, including those that have been designated as cash flow hedges and those that have not been designated, are recognized in the same line item in the consolidated statement of operations in which the underlying forecasted transaction or other hedged item is recorded. Accordingly, amounts are potentially recorded in sales, cost of sales or, in certain circumstances, other income (expense), net.

 

The following table provides a summary of deferred gains (losses) reported in AOCI as well as the amount expected to be reclassified to income in one year or less:

 

		Deferred Gain (Loss) in AOCI
		June 30, 2025				December 31, 2024				Gain (loss) expected to be reclassified into income in one year or less
Forward Contracts		$	16			$	(35	)		$	16
Cross-Currency Swaps			(1	)			(3	)
Total		$	15			$	(38	)		$	16

 

The following table provides a summary of the location and amount of gains or losses recognized in the consolidated statement of operations associated with cash flow hedging relationships:

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
Derivatives Designated as Cash Flow Hedges		2025				2024				2025				2024
Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow hedges are recorded
Net sales		$	1,935			$	2,047			$	3,716			$	4,062
Cost of sales			1,797				1,930				3,460				3,833
Other income (expense), net			(10	)			(8	)			(11	)			(8	)
(Gain) or loss on cash flow hedging relationships
Foreign currency forwards
Amount of (gain) loss reclassified from AOCI into income
Cost of sales			5				(7	)			12				(16	)
Other income (expense), net			(1	)			4								15
Cross-currency swaps
Amount of (gain) loss reclassified from AOCI into income
Other income (expense), net			26				(4	)			52				(18	)

 

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

 

Certain of our hedges of forecasted transactions have not formally been designated as cash flow hedges. As undesignated forward contracts, the changes in the fair value of such contracts are included in earnings for the duration of the outstanding forward contract. Any realized gain or loss on the settlement of such contracts is recognized in the same period and in the same line item in the consolidated statement of operations as the underlying transaction. The following table provides a summary of the location and amount of gains or losses recognized in the consolidated statement of operations associated with undesignated hedging relationships.

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
Derivatives Not Designated as Hedging Instruments		2025				2024				2025				2024
Gain (loss) recognized in income
Foreign currency forward contracts
Cost of sales		$	1			$	2			$	—			$	2
Other income (expense), net			(11	)			(3	)			(17	)			(1	)

 

Net investment hedges — We periodically designate derivative contracts or underlying non-derivative financial instruments as net investment hedges. With respect to contracts designated as net investment hedges, we apply the forward method, but for non-derivative financial instruments designated as net investment hedges, we apply the spot method. Under both methods, we report changes in fair value in the cumulative translation adjustment (CTA) component of OCI during the period in which the contracts remain outstanding to the extent such contracts and non-derivative financial instruments remain effective.  During the second quarter of 2024, we entered into foreign currency forwards with a notional value of $100 that we designated as a net investment hedge of the foreign currency exposure related to a China renminbi denominated subsidiary.  These forwards will mature in September 2025. During the third quarter of 2024, we entered into foreign currency forwards with a notional value of $122 that we designated as a net investment hedge of the foreign currency exposure related to a euro denominated subsidiary.  These forwards will mature in November 2025.

 

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Note 14. Commitments and Contingencies

 

Environmental liabilities — Accrued environmental liabilities were $14 at  June 30, 2025 and $13 at  December 31, 2024. We consider the most probable method of remediation, current laws and regulations and existing technology in estimating our environmental liabilities.

 

Other legal matters — We are subject to various pending or threatened legal proceedings arising out of the normal course of business or operations. In view of the inherent difficulty of predicting the outcome of such matters, we cannot state the eventual outcome of these matters. However, based on current knowledge and after consultation with legal counsel, we believe that any liabilities that may result from these proceedings will not have a material adverse effect on our liquidity, financial condition or results of operations.

Note 15. Warranty Obligations

 

We record a liability for estimated warranty obligations at the dates our products are sold. We record the liability based on our estimate of costs to settle future claims. Adjustments to our estimated costs at time of sale are made as claim experience and other new information becomes available. Obligations for service campaigns and other occurrences are recognized as adjustments to prior estimates when the obligation is probable and can be reasonably estimated.

 

Changes in warranty liabilities — 

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2025				2024				2025				2024
Balance, beginning of period		$	87			$	86			$	88			$	86
Amounts accrued for current period sales			9				8				18				16
Adjustments of prior estimates			3				7				5				9
Settlements of warranty claims			(16	)			(14	)			(28	)			(24	)
Currency impact			1				(1	)			1				(1	)
Balance, end of period		$	84			$	86			$	84			$	86

  

Note 16. Income Taxes

 

We estimate the effective tax rate expected to be applicable for the full fiscal year and use that rate to provide for income taxes in interim reporting periods. We also recognize the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur.

 

We have generally not recognized tax benefits on losses generated in several entities where the recent history of operating losses does not allow us to satisfy the “more likely than not” criterion for the recognition of deferred tax assets. Consequently, there is no income tax expense or benefit recognized on the pre-tax income or losses in these jurisdictions as valuation allowances are adjusted to offset the associated tax expense or benefit.

 

We record interest and penalties related to uncertain tax positions as a component of income tax expense. Net interest expense for the periods presented herein is not significant.

 

We reported income tax expense of $10 and $12 for the second quarters of 2025 and 2024 and income tax expense of $0 and $5 for the respective year-to-date periods. Our effective tax rates were 0% and (4)% for the six months ended June 30, 2025 and 2024. During the first six months of 2025, we recorded a tax benefit of $19 due to a basis difference in a foreign subsidiary as a result of a change in tax status, $9 of tax expense for income tax reserves associated with prior tax years in foreign jurisdictions and expense of $6 resulting from the sale of Dana's ownership interest in an equity method investment. During the first six months of 2024, we recorded tax expense of $11 for valuation allowances related to foreign jurisdictions and $11 due to revisions in our assertions on unremitted earnings in foreign jurisdictions. Our effective income tax rates vary from the U.S. federal statutory rate of 21% due to establishment, release, and adjustment of valuation allowances in several countries, nondeductible expenses and deemed income, local tax incentives in several countries outside the U.S., different statutory tax rates outside the U.S. and withholding taxes related to repatriations of international earnings. The effective income tax rate may vary significantly due to fluctuations in the amounts and sources, both foreign and domestic, of pretax income and changes in the amounts of non-deductible expenses.

 

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the 2017 Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing its impact on the consolidated financial statements.

 

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Note 17. Other Income (Expense), Net 

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2025				2024				2025				2024
Non-service cost components of pension and OPEB costs		$	(2	)		$	(4	)		$	(4	)		$	(7	)
Government assistance			2				3				4				4
Foreign exchange gain (loss)			(1	)			(6	)			(6	)			(6	)
Strategic transaction expenses			(5	)			(3	)			(6	)			(4	)
Gain (loss) on sale of property, plant and equipment							(1	)			1				(1	)
Loss on divestiture of ownership interests			(7	)							(7	)
Other, net			3				3				7				6
Other income (expense), net		$	(10	)		$	(8	)		$	(11	)		$	(8	)

 

Foreign exchange gains and losses on cross-currency intercompany loan balances that are not of a long-term investment nature are included above. Foreign exchange gains and losses on intercompany loans that are permanently invested are reported in OCI. 

 

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

 

On June 6, 2025, we sold our ownership interest in Switch Mobility Limited, recognizing an $8 pre-tax loss on the transaction. See Note 20 for additional information.

Note 18. Revenue from Contracts with Customers

 

We generate revenue from selling production parts to original equipment manufacturers (OEMs) and service parts to OEMs and aftermarket customers. While we provide production and service parts to certain OEMs under awarded multi-year programs, these multi-year programs do not contain any commitment to volume by the customer. As such, individual customer releases or purchase orders represent the contract with the customer. Our customer contracts do not provide us with an enforceable right to payment for performance completed to date throughout the contract term. As such, we recognize part sales revenue at the point in time when the parts are shipped, and risk of loss has transferred to the customer. We have elected to continue to include shipping and handling fees billed to customers in revenue, while including costs of shipping and handling in costs of sales. Taxes collected from customers are excluded from revenues and credited directly to obligations to the appropriate government agencies. Payment terms with our customers are established based on industry and regional practices and generally do not exceed 180 days. 

 

We continually seek new business opportunities and at times provide incentives to our customers for new program awards. We evaluate the underlying economics of each payment made to our customers to determine the proper accounting by understanding the nature of the payment, the rights and obligations in the contract, and other relevant facts and circumstances. Upfront payments to our customers are capitalized if we determine that the payments are incremental and incurred only if the new business is obtained and we expect to recover these amounts from the customer over the term of the new business program. We recognize a reduction to revenue as products that the upfront payments are related to are transferred to the customer, based on the total amount of products expected to be sold over the term of the program. We evaluate the amounts capitalized each period for recoverability and expense any amounts that are no longer expected to be recovered. We had $4 and $4 recorded in other current assets and $16 and $27 recorded in other noncurrent assets at June 30, 2025 and December 31, 2024.

 

Certain of our customer contracts include rebate incentives. We estimate expected rebates and accrue the corresponding refund liability, as a reduction of revenue, at the time covered product is sold to the customer based on anticipated customer purchases during the rebate period and contractual rebate percentages. Refund liabilities are included in other accrued liabilities on our consolidated balance sheets. We provide standard fitness for use warranties on the products we sell, accruing for estimated costs related to product warranty obligations at time of sale. See Note 15 for additional information.

 

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Contract liabilities are primarily comprised of cash deposits made by customers with cash in advance payment terms and upfront payments from customers related to multi-year programs. We had $6 and $6 recorded in other accrued liabilities and $11 and $1 recorded on other noncurrent liabilities at June 30, 2025 and December 31, 2024.

 

Disaggregation of revenue —

 

The following table disaggregates revenue for each of our operating segments by geographical market:

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2025				2024				2025				2024
Light Vehicle
North America		$	928			$	960			$	1,745			$	1,910
Europe			192				200				373				390
South America			58				71				105				127
Asia Pacific			157				170				325				336
Total		$	1,335			$	1,401			$	2,548			$	2,763
Commercial Vehicle
North America		$	229			$	298			$	460			$	593
Europe			194				184				374				382
South America			125				120				233				236
Asia Pacific			52				44				101				88
Total		$	600			$	646			$	1,168			$	1,299
Total
North America		$	1,157			$	1,258			$	2,205			$	2,503
Europe			386				384				747				772
South America			183				191				338				363
Asia Pacific			209				214				426				424
Total		$	1,935			$	2,047			$	3,716			$	4,062

  

Note 19. Segments

 

We are a global provider of high-technology products to virtually every major on-highway vehicle manufacturer in the world. Our technologies include drive systems (axles, driveshafts and transmissions); electrodynamic technologies (motors, inverters, software and control systems, battery-management systems, and fuel cell plates); sealing solutions (gaskets, seals, cam covers, and oil pan modules); thermal-management technologies (transmission and engine oil cooling, battery and electronics cooling, charge air cooling, and thermal-acoustical protective shielding); and digital solutions (active and passive system controls and descriptive and predictive analytics). Effective January 1, 2025, Dana’s chief operating decision maker (CODM) realigned Dana’s operating segments, reflecting Dana’s commitment to streamlining the business, enhancing our go-to market approach, and serving our customers more efficiently. Our former Power Technologies operating segment has been split, integrating the OEM-facing business into our Light Vehicle Systems operating segment and integrating the aftermarket business into our Commercial Vehicle Systems operating segment. In addition, in June 2025 we entered into a definitive agreement to sell our Off-Highway business to Allison Transmission Holdings, Inc. See Note 2 for additional information. Certain operations that fall outside of the proposed sale perimeter, including certain Dana TM4 joint venture operations and our European hydraulics business, have been integrated into our Commercial Vehicle Systems and Light Vehicle Systems operating segments, respectively. We now serve our global light vehicle and medium/heavy vehicle markets through two operating segments – Light Vehicle Systems (Light Vehicle) and Commercial Vehicle Systems (Commercial Vehicle). These operating segments have global responsibility and accountability for business commercial activities and financial performance. Amounts presented for prior periods have been recast to align with Dana’s current two operating segments. Dana’s Chairman and Chief Executive Officer is its CODM.

 

Dana evaluates the performance of its operating segments based on external sales and segment EBITDA. Segment EBITDA is a primary driver of cash flows from operations and a measure of our ability to maintain and continue to invest in our operations and provide shareholder returns. Our segments are charged for corporate and other shared administrative costs. Certain corporate and other administrative costs that were historically charged to our Off-Highway business, that are not permitted to be reflected as part of discontinued operations, have been recast and are included within the "corporate expense and other items, net" line of the reconciliation of segment EBITDA to loss from continuing operations before income taxes. Segment EBITDA may not be comparable to similarly titled measures reported by other companies.

 

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Segment information —

 

		Light				Commercial
Three months ended June 30, 2025		Vehicle				Vehicle				Corporate				Total
External sales		$	1,335			$	600							$	1,935
Inter-segment sales			35				19								54
			1,370				619								1,989
Reconciliation of sales
Elimination of inter-segment sales															(54	)
Total consolidated sales														$	1,935
Less:
Cost of sales			1,218				536
Selling, general and administrative expenses			42				34
Other segment items (a)			2				(2	)
Segment EBITDA		$	112			$	47							$	159
Purchases of property, plant and equipment		$	30			$	4			$	3			$	37
Segment net assets (b) - June 30, 2025		$	595			$	542			$	(75	)		$	1,062

 

		Light				Commercial
Three months ended June 30, 2024		Vehicle				Vehicle				Corporate				Total
External sales		$	1,401			$	646							$	2,047
Inter-segment sales			39				23								62
			1,440				669								2,109
Reconciliation of sales
Elimination of inter-segment sales															(62	)
Total consolidated sales														$	2,047
Less:
Cost of sales			1,308				591
Selling, general and administrative expenses			46				32
Other segment items (a)			4				(7	)
Segment EBITDA		$	90			$	39							$	129
Purchases of property, plant and equipment		$	78			$	21			$	5			$	104
Segment net assets (b) - December 31, 2024		$	463			$	426			$	(72	)		$	817

 

		Light				Commercial
Six months ended June 30, 2025		Vehicle				Vehicle				Corporate				Total
External sales		$	2,548			$	1,168							$	3,716
Inter-segment sales			71				42								113
			2,619				1,210								3,829
Reconciliation of sales
Elimination of inter-segment sales															(113	)
Total consolidated sales														$	3,716
Less:
Cost of sales			2,356				1,052
Selling, general and administrative expenses			85				69
Other segment items (a)			2				(1	)
Segment EBITDA		$	180			$	88							$	268
Purchases of property, plant and equipment		$	79			$	16			$	9			$	104

 

		Light				Commercial
Six months ended June 30, 2024		Vehicle				Vehicle				Corporate				Total
External sales		$	2,763			$	1,299							$	4,062
Inter-segment sales			78				45								123
			2,841				1,344								4,185
Reconciliation of sales
Elimination of inter-segment sales															(123	)
Total consolidated sales														$	4,062
Less:
Cost of sales			2,583				1,201
Selling, general and administrative expenses			94				66
Other segment items (a)			4				(5	)
Segment EBITDA		$	168			$	72							$	240
Purchases of property, plant and equipment		$	116			$	38			$	7			$	161

 

(a) Other segment items primarily include foreign exchange gains and losses, government assistance, export incentives and the benefit of utilizing non-refundable tax credits purchased at a discount.

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

 

---

 

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

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2025				2024				2025				2024
Segment EBITDA		$	159			$	129			$	268			$	240
Corporate expense and other items, net			(12	)			(19	)			(28	)			(40	)
Depreciation			(89	)			(91	)			(171	)			(170	)
Amortization			(3	)			(3	)			(6	)			(7	)
Non-service cost components of pension and OPEB costs			(2	)			(4	)			(4	)			(7	)
Restructuring charges, net			(11	)			(11	)			(13	)			(16	)
Stock compensation expense			(11	)			(8	)			(23	)			(14	)
Strategic transaction expenses			(5	)			(3	)			(6	)			(4	)
Gain (loss) on sale of property, plant and equipment							(1	)			1				(1	)
Supplier capacity charge adjustment											19
Loss on divestiture of ownership interests			(7	)							(7	)
Loss on disposal group previously held for sale							(1	)							(30	)
Other items			(3	)			(1	)			(6	)			(2	)
Earnings (loss) from continuing operations before interest and income taxes			16				(13	)			24				(51	)
Interest income			3				1				5				4
Interest expense			44				40				83				79
Loss from continuing operations before income taxes		$	(25	)		$	(52	)		$	(54	)		$	(126	)

 

Reconciliation of segment net assets to consolidated total assets —

 

			June 30,				December 31,
		2025				2024
Segment net assets		$	1,062			$	817
Accounts payable			1,186				1,120
Cash and cash equivalents			486				494
Accounts receivable - Other			218				220
Other current assets			145				148
Current assets of disposal group held for sale			1,090				904
Intangibles			79				80
Deferred tax assets			506				514
Other noncurrent assets			92				118
Investment in affiliates			98				125
Operating lease assets			275				258
Property, plant and equipment, net			1,921				1,831
Noncurrent assets of disposal group held for sale			981				873
Total assets		$	8,139			$	7,502

  

Note 20. Equity Affiliates

 

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

 

Equity method investments at June 30, 2025 — 

 

		Ownership Percentage		Investment
Dongfeng Dana Axle Co., Ltd.		50%		$	58
ROC-Spicer, Ltd.		50%			24
Tai Ya Investment (HK) Co., Limited		50%			5
All others as a group					6
Investments in equity affiliates					93
Investments in affiliates carried at cost					5
Investments in affiliates				$	98

 

On April 25, 2025, we sold our 48% ownership interest in Axles India Limited for $43 in cash. The $19 pre-tax gain on the transaction is included in equity in earnings of affiliates.

 

On June 6, 2025, we sold our ownership interest in Switch Mobility Limited for $10. The $8 pre-tax loss on the transaction is included in other income (expense), net.

 

---

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Dollars in millions)

 

Management's discussion and analysis of financial condition and results of operations should be read in conjunction with the financial statements and accompanying notes in this report.

 

Forward-Looking Information

 

Statements in this report (or otherwise made by us or on our behalf) that are not entirely historical constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often be identified by words such as “anticipates,” “expects,” “believes,” “intends,” “plans,” “predicts,” “seeks,” “estimates,” “projects,” “outlook,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing” and similar expressions, variations or negatives of these words. These statements represent the present expectations of Dana Incorporated and its consolidated subsidiaries (Dana) based on our current information and assumptions. Forward-looking statements are inherently subject to risks and uncertainties. Our plans, actions and actual results could differ materially from our present expectations due to a number of factors, including those discussed below and elsewhere in this report and in our other filings with the Securities and Exchange Commission (SEC). All forward-looking statements speak only as of the date made and we undertake no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances that may arise after the date of this report.

Recent Strategic Actions

 

Cost reduction initiatives — During the fourth quarter of 2024, we announced further actions to support sustained long-term profitability and enhanced cash flow generation. This includes substantial reduction in selling, general and administrative costs and aligning engineering expenses to match current industry dynamics, including the ongoing delay in the adoption of electric vehicles. We expect to deliver annualized savings of $310 through 2026. Approximately $235 of annualized savings is expected be realized through 2025 with an additional $75 realized in 2026. See Note 5 of our consolidated financial statements in Item 1 of Part I for additional information.

 

Segment realignment — Through December 2024, we managed our operations globally through four operating segments. Our Light Vehicle and Power Technologies segments primarily supported light vehicle original equipment manufacturers (OEMs) with products for light trucks, SUVs, CUVs, vans and passenger cars. Our Commercial Vehicle segment supported the OEMs of on-highway commercial vehicles (primarily trucks and buses), while our Off-Highway segment supported OEMs of off-highway vehicles (primarily wheeled vehicles used in construction, mining and agricultural applications). In the first quarter of 2025, our Power Technologies segment was integrated into our Light Vehicle and Commercial Vehicle segments, streamlining the business, enhancing our go-to-market approach and serving our customers more efficiently. The OEM-facing business was integrated into our Light Vehicle segment while the aftermarket business was integrated into our Commercial Vehicle segment. See Note 19 of our consolidated financial statements in Item 1 of Part I for additional information.

 

Divestiture of Off-Highway Business — Dana has embarked on a strategic plan to focus on our core on-highway markets, creating a more focused and nimble Dana through the planned divestiture of our Off-Highway business. In June 2025, we entered into a definitive agreement to sell our Off-Highway business to Allison Transmission Holdings, Inc. for $2,732. The sale price is subject to adjustment based on net working capital and net indebtedness balances as of the closing date. The transaction is currently expected to close during the fourth quarter of 2025, subject to satisfaction of regulatory approvals and other customary conditions. We analyzed the quantitative and qualitative factors relevant to the pending divestiture of our Off-Highway business and determined that the conditions for discontinued operations presentation have been met. As such, the financial position, results of operations and cash flows of that business are reported as discontinued operations in the accompanying consolidated financial statements. Prior period amounts have been recast to reflect discontinued operations presentation. See Note 1 and Note 2 of our consolidated financial statements in Item 1 of Part I for additional information.

 

Capital Structure Initiatives — Net cash proceeds from the Off-Highway business divestiture will be used to pay down debt, strengthening Dana’s financial position, and provide capital returns to shareholders. On June 8, 2025, Dana’s board of directors approved a program to provide up to a $1,000 return of capital to shareholders through common stock share repurchases and/or special dividends through the end of 2027.  

 

Management Overview

 

Dana, with history dating back to 1904, is headquartered in Maumee, Ohio. We are a world leader in providing power-conveyance and energy-management solutions for on-highway vehicles. The company's portfolio improves the efficiency, performance, and sustainability of light and commercial vehicles. Our technologies include drive systems (axles, driveshafts and transmissions); electrodynamic technologies (motors, inverters, software and control systems, battery-management systems, and fuel cell plates); sealing solutions (gaskets, seals, cam covers, and oil pan modules); thermal-management technologies (transmission and engine oil cooling, battery and electronics cooling, charge air cooling, and thermal-acoustical protective shielding); and digital solutions (active and passive system controls and descriptive and predictive analytics). We serve our global light vehicle and medium/heavy vehicle markets through two business units – Light Vehicle Systems (Light Vehicle) and Commercial Vehicle Systems (Commercial Vehicle). At June 30, 2025, excluding the Off-Highway business which is presented as a discontinued operation, we employed approximately 28,000 people and operated in 26 countries.

 

External sales by operating segment for the periods ended June 30, 2025 and 2024 are as follows:

 

		Three Months Ended June 30,																Six Months Ended June 30,
		2025								2024								2025								2024
						% of								% of								% of								% of
		Dollars				Total				Dollars				Total				Dollars				Total				Dollars				Total
Light Vehicle		$	1,335				69.0	%		$	1,401				68.4	%		$	2,548				68.6	%		$	2,763				68.0	%
Commercial Vehicle			600				31.0	%			646				31.6	%			1,168				31.4	%			1,299				32.0	%
Total		$	1,935							$	2,047							$	3,716							$	4,062

 

See Note 19 to our consolidated financial statements in Item 1 of Part I for further financial information about our operating segments.

 

Our internet address is www.dana.com. The inclusion of our website address in this report is an inactive textual reference only and is not intended to include or incorporate by reference the information on our website into this report.

 

Trends in Our Markets

 

We serve our customers in two core global end markets: light vehicle, primarily full frame trucks and SUVs; and commercial vehicle, including medium-and heavy-duty trucks and busses. Each of our end-markets has unique cyclical dynamics and market drivers. These cycles are impacted by periods of investment where end-user vehicle fleets are refreshed or expanded in reaction to demand usage patterns, regulatory changes, or when the age of vehicles in service reach their useful life. Key market drivers include regional economic growth rates; cost and availability of end customer financing and industrial output. The current tariff environment has resulted in increased uncertainty in the markets we serve.

 

Light vehicle markets — Our driveline business is weighted more heavily to the truck and SUV segments of the light-vehicle market versus the passenger-car segment. Our vehicle content is greater on rear-wheel drive, four-wheel drive, and all-wheel drive vehicles, as well as hybrid and electric vehicles. During 2024, light-truck markets showed marginal improvement across all regions except Europe, which was down slightly from 2023. The outlook for 2025 reflects global light-truck near-term production being relatively stable across all regions but demand risk later in the year due to tariff impacts.

 

Commercial vehicle markets — Our primary business is driveline systems for medium and heavy-duty trucks and busses, including the emerging market for hybrid and electric vehicles. Key regional markets are North America, South America (primarily Brazil) and Asia Pacific. During 2024, production of Class-8 trucks in North America decreased 3% from 2023 reflecting lower demand driven by lower freight volumes and rates. Medium-duty truck production in North America experienced a modest 4% year-over-year increase from 2023. The outlook for 2025 is for a significant decrease in production from the prior year. Outside of North America, production of medium- and heavy-duty trucks in South America increased 41% over 2023, reflecting improved economic conditions in the region. The 2025 outlook for South America reflects relative stability compared to the prior year. Production of medium- and heavy-duty trucks in Asia Pacific, driven by China and India, decreased 5% in 2024. The 2025 outlook for Asia Pacific is for a modest increase in production from the prior year.

 

Foreign currency — With 44% of our first half of 2025 sales coming from outside the U.S., international currency movements can have a significant effect on our sales and results of operations. The euro zone countries accounted for 31% of our year-to-date 2025 non-U.S. sales, while Brazil, India, Thailand and China accounted for 14%, 9%, 9% and 7%, respectively. Although sales in South Africa are less than 6% of our non-U.S. sales, the rand has been volatile and significantly impacted sales from time to time. International currencies weakened against the U.S. dollar in the first half of 2025, decreasing sales by $24, with the effects of a weaker Brazilian real, Indian rupee, Mexican peso and Canadian dollar being partially offset by a stronger Thai baht and euro.

 

Argentina has experienced significant inflationary pressures the past few years, contributing to significant devaluation of its currency among other economic challenges. Our Argentine operation supports our Light Vehicle operating segment. Our sales in Argentina for the first half of 2025 of approximately $110 are 3% of our consolidated sales and our net asset exposure related to Argentina was approximately $52, including $21 of net fixed assets, at June 30, 2025. During the second quarter of 2018, we determined that Argentina's economy met the GAAP definition of a highly inflationary economy. In assessing Argentina's economy as highly inflationary we considered its three-year cumulative inflation rate along with other factors. As a result, effective July 1, 2018, the U.S. dollar is the functional currency for our Argentine operations, rather than the Argentine peso. Beginning July 1, 2018, peso-denominated monetary assets and liabilities are remeasured into U.S. dollars using current Argentine peso exchange rates with resulting translation gains or losses included in results of operations. Nonmonetary assets and liabilities are remeasured into U.S. dollar using historic Argentine peso exchange rates.

 

Commodity costs — The cost of our products may be significantly impacted by changes in raw material commodity prices, the most important to us being those of various grades of steel, aluminum, copper, brass and rare earth materials. The effects of changes in commodity prices are reflected directly in our purchases of commodities and indirectly through our purchases of products such as castings, forgings, bearings, batteries and component parts that include commodities. Most of our major customer agreements provide for the sharing of significant commodity price changes with those customers based on the movement in various published commodity indexes. Where such formal agreements are not present, we have historically been successful implementing price adjustments that largely compensate for the inflationary impact of material costs. Material cost changes will customarily have some impact on our financial results as customer pricing adjustments typically lag commodity price changes. Lower year-over-year commodity prices increased earnings during the first six months of 2025 by $7. Material cost recovery pricing actions decreased earnings in the first six months of 2025 by $12.

 

Sales, Earnings and Cash Flow Outlook

 

		2025 Outlook
		Continuing		Discontinued
		Operations		Operations
Sales		~$7,400		~$2,500
Adjusted EBITDA		~$575		~$415
Adjusted free cash flow		~$275

 

Adjusted EBITDA and adjusted free cash flow are non-GAAP financial measures. See the Non-GAAP Financial Measures discussion below for definitions of our non-GAAP financial measures and reconciliations to the most directly comparable U.S. generally accepted accounting principles (GAAP) measures. We have not provided a reconciliation of our adjusted EBITDA outlook to the most comparable GAAP measure of net income. Providing net income guidance is potentially misleading and not practical given the difficulty of projecting event driven transactional and other non-core operating items that are included in net income, including restructuring actions, asset impairments and certain income tax adjustments. The accompanying reconciliations of these non-GAAP measures with the most comparable GAAP measures for the historical periods presented are indicative of the reconciliations that will be prepared upon completion of the periods covered by the non-GAAP guidance.

 

In June 2025, we entered into a definitive agreement to sell our Off-Highway business to Allison Transmission Holdings, Inc. for $2,732. The sale price is subject to adjustment based on net working capital and net indebtedness balances as of the closing date. The transaction is currently expected to close during the fourth quarter of 2025, subject to satisfaction of regulatory approvals and other customary conditions. While the sale process continues to advance, there can be no assurance that it will result in a transaction.

 

Summary Consolidated Results of Operations (Second Quarter, 2025 versus 2024)

 

 

		Three Months Ended June 30,
		2025								2024
		Dollars				% of Net Sales				Dollars				% of Net Sales				Increase/ (Decrease)
Net sales		$	1,935							$	2,047							$	(112	)
Cost of sales			1,797				92.9	%			1,930				94.3	%			(133	)
Gross margin			138				7.1	%			117				5.7	%			21
Selling, general and administrative expenses			99				5.1	%			108				5.3	%			(9	)
Amortization of intangibles			2								2								—
Restructuring charges, net			11								11								—
Loss on disposal group previously held for sale											(1	)							1
Other income (expense), net			(10	)							(8	)							(2	)
Earnings (loss) from continuing operations before interest and income taxes			16								(13	)							29
Interest income			3								1								2
Interest expense			44								40								4
Loss from continuing operations before income taxes			(25	)							(52	)							27
Income tax expense			10								12								(2	)
Equity in earnings of affiliates			23								3								20
Net loss from continuing operations			(12	)							(61	)							49
Net income from discontinued operations			43								77								(34	)
Net income			31								16								15
Less: Noncontrolling interests net income from continuing operations			4								5								(1	)
Less: Redeemable noncontrolling interests net loss from continuing operations											(5	)							5
Net income attributable to the parent company		$	27							$	16							$	11

 

Sales — The following table shows changes in our sales by geographic region.

 

		Three Months Ended
		June 30,												Amount of Change Due To
		2025				2024				Increase/ (Decrease)				Currency Effects				Divestiture				Organic Change
North America		$	1,157			$	1,258			$	(101	)		$	(2	)		$	—			$	(99	)
Europe			386				384				2				17								(15	)
South America			183				191				(8	)			(9	)							1
Asia Pacific			209				214				(5	)			5				(1	)			(9	)
Total		$	1,935			$	2,047			$	(112	)		$	11			$	(1	)		$	(122	)

 

Sales in the second quarter of 2025 were $112 lower than 2024. Stronger international currencies increased sales by $11, principally due to a stronger euro and Thai baht, partially offset by a weaker Brazilian real. The organic sales decrease of $122, or 6%, primarily resulted from lower full-frame light-truck production in North America and lower medium/heavy-truck production volumes in North America and Europe, partially offset by the conversion of sales backlog. Pricing actions and recoveries, including material commodity price and tariff and inflationary costs adjustments, increased sales by $55.

 

The North America organic sales decrease of 8% was driven principally by lower full-frame light-truck and medium- and heavy-truck production volumes, partially offset by the conversion of sales backlog and net customer pricing and tariff and cost recovery actions. Second quarter 2025 full-frame light-truck production was down 4%, Class 8 production was down 28% and Classes 5-7 was down 31% compared to 2024. Excluding currency effects, sales in Europe were down 4% compared with 2024, reflecting lower electric-vehicle product orders. Excluding currency effects, sales in South America were flat compared to 2024, reflecting flat medium/heavy-duty production volumes. Excluding currency effects, sales in Asia Pacific decreased 4% compared to 2024, reflecting lower electric vehicle related product orders, partially offset by modestly improving medium/heavy-truck production.

 

 

Cost of sales and gross margin — Cost of sales for the second quarter of 2025 decreased $133 when compared to 2024. Cost of sales as a percent of sales was 140 basis points lower than in the previous year. Incremental margins from cost reduction initiatives of $52, higher material cost savings of $31, operational efficiencies of $23, lower premium freight costs of $9, lower commodity costs of $8, lower warranty expense of $6 and lower program launch costs of $1 were partially offset by unfavorable product mix, tariff-related impacts of $46, non-material inflation of $39, higher incentive compensation expense of $4 and higher spending on electrification initiatives of $3. Commodity costs are primarily driven by certain grades of steel and aluminum. Non-material inflation includes higher labor, energy and transportation rates.

 

Gross margin of $138 for the second quarter of 2025 increased $21 from 2024. Gross margin as a percent of sales was 7.1% in the second quarter of 2025, 140 basis points higher than in 2024. The improvement in gross margin as a percent of sales was driven principally by the cost of sales factors referenced above. Material cost recovery mechanisms with our customers lag material cost changes by our suppliers by approximately 90 days. With commodity costs decreasing during the second quarter of 2025, gross margin was positively impacted by net material cost recoveries on both a dollar and percentage basis. The recovery of non-material inflation is not specifically provided for in our current contracts with customers resulting in prolonged negotiations and indeterminate recoveries.

 

Selling, general and administrative expenses (SG&A) — SG&A expenses in the second quarter of 2025 were $99 (5.1% of sales) as compared to $108 (5.3% of sales) in the second quarter of 2024. SG&A expenses were $9 lower in the second quarter of 2025 primarily due to lower salary and employee benefit costs and lower travel and discretionary spending, resulting from global headcount and cost reduction initiatives that commenced during the fourth quarter of 2024.

 

Amortization of intangibles — Amortization expense was $2 in both the second quarter of 2025 and the second quarter of 2024. See Note 4 of our consolidated financial statements in Item 1 of Part I for additional information.

 

Restructuring charges, net — Net restructuring charges were $11 in both the second quarter of 2025 and the second quarter of 2024. See Note 5 of our consolidated financial statements in Item 1 of Part I for additional information.

 

Loss on 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 in the first quarter of 2024. The transaction was not completed by the date set forth in the definitive agreement. The disposal group is no longer held for sale. See Note 3 of our consolidated financial statements in Item 1 of Part I for additional information.

 

Other income (expense), net — The following table shows the major components of other income (expense), net.

 

		Three Months Ended
		June 30,
		2025				2024
Non-service cost components of pension and OPEB costs		$	(2	)		$	(4	)
Government assistance			2				3
Foreign exchange gain (loss)			(1	)			(6	)
Strategic transaction expenses			(5	)			(3	)
Loss on sale of property, plant and equipment							(1	)
Loss on divestiture of ownership interests			(7	)
Other, net			3				3
Other income (expense), net		$	(10	)		$	(8	)

 

Strategic transaction expenses relate primarily to costs incurred in connection with acquisition and divestiture related activities, including costs to complete the transaction and post-closing integration costs, and other strategic initiatives. On June 6, 2025, we sold our ownership interest in Switch Mobility Limited, recognizing an $8 pre-tax loss on the transaction. See Note 17 of our consolidated financial statements in Item 1 of Part I for additional information.

 

Interest income and interest expense — Interest income was $3 in the second quarter of 2025 and $1 in the second quarter of 2024. Interest expense increased from $40 in the second quarter of 2024 to $44 in the second quarter of 2025, reflecting higher average outstanding borrowings in 2025. Average effective interest rates, inclusive of amortization of debt issuance costs, approximated 5.8% in both the second quarter of 2025 and the second quarter of 2024.

 

Income tax expense — We reported income tax expense of $10 and $12 for the second quarter of 2025 and 2024, respectively. Our effective tax rates were (43)% and (23)% for the second quarter of 2025 and 2024, respectively. During the second quarter of 2025, we recorded tax expense of $6 resulting from the sale of Dana's ownership interest in an equity method investment. During the second quarter of 2024, we recorded tax expense of $11 due to revisions in our assertions on unremitted earnings in foreign jurisdictions. Our effective income tax rates vary from the U.S. federal statutory rate of 21% due to establishment, release and adjustment of valuation allowances in several countries outside the U.S., different statutory tax rates outside the U.S. and withholding taxes related to repatriations of international earnings. The effective income tax rate may vary significantly due to fluctuations in the amounts and sources, both foreign and domestic, of pretax income and changes in the amounts of nondeductible expenses.

 

Equity in earnings of affiliates — Net earnings from equity investments was $23 in the second quarter of 2025 and $3 in the second quarter of 2024. Net earnings from Dongfeng Dana Axle Co., Ltd. (DDAC) were $4 in the second quarter of 2025 and $1 in the second quarter of 2024. On April 25, 2025, we sold our ownership interest in Axles India Limited, recognizing a $19 pre-tax gain on the transaction. See Note 20 of our consolidated financial statements in Item 1 of Part I for additional information.

 

Net income from discontinued operations — Net income from discontinued operations in the second quarter of 2025 was $34 lower than the second quarter of 2024. The year-over-year second quarter decrease was primarily due to lower sales resulting from weaker global construction/mining equipment and agricultural equipment markets, especially in Europe, and Off-Highway business divesture related costs incurred during the second quarter of 2025. Year-over-year second quarter construction/mining equipment and agricultural equipment production in Europe were down 10% and 5%, respectively. During the second quarter of 2025, $14 of Off-Highway business divesture transaction related costs were attributed to discontinued operations.

 

 

Summary Consolidated Results of Operations (Year-to-Date, 2025 versus 2024)

 

		Six Months Ended June 30,
		2025								2024
		Dollars				% of Net Sales				Dollars				% of Net Sales				Increase/ (Decrease)
Net sales		$	3,716							$	4,062							$	(346	)
Cost of sales			3,460				93.1	%			3,833				94.4	%			(373	)
Gross margin			256				6.9	%			229				5.6	%			27
Selling, general and administrative expenses			204				5.5	%			222				5.5	%			(18	)
Amortization of intangibles			4								4								—
Restructuring charges, net			13								16								(3	)
Loss on disposal group previously held for sale											(30	)							30
Other income (expense), net			(11	)							(8	)							(3	)
Earnings (loss) from continuing operations before interest and income taxes			24								(51	)							75
Interest income			5								4								1
Interest expense			83								79								4
Loss from continuing operations before income taxes			(54	)							(126	)							72
Income tax expense											5								(5	)
Equity in earnings of affiliates			25								5								20
Net loss income from continuing operations			(29	)							(126	)							97
Net income from discontinued operations			90								142								(52	)
Net income			61								16								45
Less: Noncontrolling interests net income from continuing operations			9								10								(1	)
Less: Redeemable noncontrolling interests net loss from continuing operations											(13	)							13
Net income attributable to the parent company		$	52							$	19							$	33

 

Sales — The following table shows changes in our sales by geographic region.

 

		Six Months Ended
		June 30,												Amount of Change Due To
		2025				2024				Increase/ (Decrease)				Currency Effects				(Divestitures)				Organic Change
North America		$	2,205			$	2,503			$	(298	)		$	(7	)		$	—			$	(291	)
Europe			747				772				(25	)			7								(32	)
South America			338				363				(25	)			(28	)							3
Asia Pacific			426				424				2				4			$	(1	)			(1	)
Total		$	3,716			$	4,062			$	(346	)		$	(24	)		$	(1	)		$	(321	)

 

Sales in the first six months of 2025 were $346 lower than 2024. Weaker international currencies decreased sales by $24, principally due to a weaker Brazilian real, Indian rupee, Mexican peso and Canadian dollar, partially offset by a stronger Thai baht and euro. The organic sales decrease of $321, or 8%, primarily resulted from lower full-frame light-truck production volumes in North America and lower medium/heavy-truck production volumes in North America and Europe, partially offset by the conversion of sales backlog. Pricing actions and recoveries, including material commodity price and tariff and inflationary costs adjustments, increased sales by $72.

 

The North America organic sales decrease of 12% was driven principally by lower full-frame light-truck and medium- and heavy-truck production volumes, partially offset by the conversion of sales backlog and net customer pricing and tariff and cost recovery actions. First six months 2025 full-frame light-truck production was down 6%, Class 8 production was down 22% and Classes 5-7 was down 25% compared to 2024. Excluding currency effects, sales in Europe were down 4% compared with 2024, reflecting lower electric-vehicle product orders. Excluding currency effects, sales in South America were up 1% compared to 2024, reflecting flat medium/heavy-duty production volumes. Excluding currency effects, sales in Asia Pacific were flat compared to 2024, reflecting modestly improving medium/heavy-truck production partially offset by lower electric-vehicle related product orders.

 

 

Cost of sales and gross margin — Cost of sales for the first six months of 2025 decreased $373 when compared to 2024. Cost of sales as a percent of sales was 130 basis points lower than in the pervious year. Incremental margins from cost reduction initiatives of $90, higher material cost savings of $59, operational efficiencies of $37, lower premium freight costs of $10, lower commodity costs of $7 and lower warranty expense of $3 were partially offset by unfavorable product mix, tariff-related impacts of $52, non-material inflation of $72, higher spending on electrification initiatives of $4 and higher incentive compensation expense of $1. Commodity costs are primarily driven by certain grades of steel and aluminum. Non-material inflation includes higher labor, energy and transportation rates.

 

Gross margin of $256 for first six months 2025 increased $27 from 2024. Gross margin as a percent of sales was 6.9% in the first six months of 2025, 130 basis points higher than in 2024. The improvement in gross margin as a percent of sales was driven principally by the cost of sales factors referenced above. Material cost recovery mechanisms with our customers lag material cost changes by our suppliers by approximately 90 days. Despite commodity costs decreasing during the first six months of 2025, gross margin was negatively impacted by net material cost recoveries on both a dollar and percentage basis. The recovery of non-material inflation is not specifically provided for in our current contracts with customers resulting in prolonged negotiations and indeterminate recoveries.

 

Selling, general and administrative expenses (SG&A) — SG&A expenses in the first six months of 2025 were $204 (5.5% of sales) as compared to $222 (5.5% of sales) in the first six months of 2024. SG&A expenses were $18 lower in the first six months of 2025 primarily due to lower salary and employee benefit costs and lower travel and discretionary spending, resulting from global headcount and cost reduction initiatives that commenced during the fourth quarter of 2024.

 

Amortization of intangibles — Amortization expense was $4 in both the first six months of 2025 and the first six months of 2024. See Note 4 of our consolidated financial statements in Item 1 of Part I for additional information.

 

Restructuring charges, net — Net restructuring charges were $13 in the first six months of 2025 and $16 in the first six months in 2024. See Note 5 of our consolidated financial statements in Item 1 of Part I for additional information.

 

Loss on 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 in the first quarter of 2024. The transaction was not completed by the date set forth in the definitive agreement. The disposal group is no longer held for sale. See Note 3 of our consolidated financial statements in Item 1 of Part I for additional information.

 

Other income (expense), net — The following table shows the major components of other income (expense), net.

 

		Six Months Ended
		June 30,
		2025				2024
Non-service cost components of pension and OPEB costs		$	(4	)		$	(7	)
Government assistance			4				4
Foreign exchange gain (loss)			(6	)			(6	)
Strategic transaction expenses			(6	)			(4	)
Gain (loss) on sale of property, plant and equipment			1				(1	)
Loss on divestiture of ownership interests			(7	)
Other, net			7				6
Other income (expense), net			(11	)		$	(8	)

 

Strategic transaction expenses relate primarily to costs incurred in connection with acquisition and divestiture related activities, including costs to complete the transaction and post-closing integration costs, and other strategic initiatives. On June 6, 2025, we sold our ownership interest in Switch Mobility Limited, recognizing an $8 pre-tax loss on the transaction. See Note 17 of our consolidated financial statements in Item 1 of Part I for additional information.

 

Interest income and interest expense — Interest income was $5 in the first six months of 2025 and $4 in the first six months of 2024. Interest expense increased from $79 in the first six months of 2024 to $83 in the first six months of 2025, reflecting higher average outstanding borrowings in 2025 being partially offset by lower average interest rates. Average effective interest rates, inclusive of amortization of debt issuance costs, approximated 5.6% in the first six months of 2025 and 5.8% in the first six months of 2024.

 

Income tax expense — We reported income tax expense of $0 and $5 for the first six months of 2025 and 2024, respectively. Our effective tax rates were 0% and (4)% for the first six months of 2025 and 2024, respectively. During the first six months of 2025, we recorded a tax benefit of $19 due to a basis difference in a foreign subsidiary as a result of a change in tax status, $9 of tax expense for income tax reserves associated with prior tax years in foreign jurisdictions and expense of $6 resulting from the sale of Dana's ownership interest in an equity method investment. During the first six months of 2024, we recorded tax expense of $11 for valuation allowances related to foreign jurisdictions and expense of $11 due to revisions in our assertions on unremitted earnings in foreign jurisdictions. Our effective income tax rates vary from the U.S. federal statutory rate of 21% due to establishment, release and adjustment of valuation allowances in several countries outside the U.S., different statutory tax rates outside the U.S. and withholding taxes related to repatriations of international earnings. The effective income tax rate may vary significantly due to fluctuations in the amounts and sources, both foreign and domestic, of pretax income and changes in the amounts of nondeductible expenses.

 

Equity in earnings of affiliates — Net earnings from equity investments was $25 in the first six months of 2025 and $5 in the first six months of 2024. Net earnings from Dongfeng Dana Axle Co., Ltd. (DDAC) were $4 in the first six months of 2025 and $1 in the first six months of 2024. On April 25, 2025, we sold our ownership interest in Axles India Limited, recognizing a $19 pre-tax gain on the transaction. See Note 20 of our consolidated financial statements in Item 1 of Part I for additional information.

 

Net income from discontinued operations — Net income from discontinued operations in the first half of 2025 was $52 lower than the first half of 2024. The year-over-year first half decrease was primarily due to lower sales resulting from weaker global construction/mining equipment and agricultural equipment markets, especially in Europe, and Off-Highway business divesture related costs incurred during the second quarter of 2025. Year-over-year second quarter construction/mining equipment and agricultural equipment production in Europe were down 10% and 5%, respectively. During the first half of 2025, $34 of Off-Highway business divesture transaction related costs were attributed to discontinued operations.

 

Segment Results of Operations (2025 versus 2024)

 

Light Vehicle

 

		Three Months												Six Months
		Sales				Segment EBITDA				Segment EBITDA Margin				Sales				Segment EBITDA				Segment EBITDA Margin
2024		$	1,401			$	90				6.4	%		$	2,763			$	168				6.1	%
Volume and mix			(117	)			(31	)							(272	)			(67	)
Divestitures			(1	)											(1	)
Performance			41				52								55				78
Currency effects			11				1								3				1
2025		$	1,335			$	112				8.4	%		$	2,548			$	180				7.1	%

 

Light Vehicle sales in the second quarter of 2025, exclusive of divestiture and currency effects, were 5% lower than 2024 reflecting lower production volumes in North America and lower electric-vehicle product orders in Europe and Asia Pacific partially offset by the benefit of net customer pricing and cost and tariff recovery actions and the conversion of sales backlog. Year-over-year North America full-frame light-truck production decreased 4% in this year’s second quarter while light-truck production in Asia Pacific increased 6%. Light-truck production in Europe was flat compared with last year’s second quarter. Light Vehicles sales in the first half of 2025, exclusive of divestiture and currency effects, were 8% lower than 2024 reflecting lower production volumes in North America and lower electric-vehicle product orders in Europe and Asia Pacific partially offset by the benefit of net customer pricing and cost and tariff recovery actions and the conversion of sales backlog. Year-over-year North America full-frame light-truck production decreased 6% in this year’s first half while light-truck production in Asia Pacific increased 8%. Light-truck production in Europe was flat compared with last year’s first half. Net customer pricing and cost and tariff recovery actions increased year-over-year sales by $41 and $55 in this year’s second quarter and first half, respectively.

 

Light Vehicle second-quarter and first-half 2025 segment EBITDA increased $22 and $12, respectively, from the comparable periods of 2024. Lower sales volumes decreased year-over-year earnings by $31 (26% decremental margin) in the second quarter of 2025. Lower sales volumes decreased year-over-year earnings by $67 (25% decremental margin) in the first half of 2025. The year-over-year performance-related earnings increase in the second quarter of 2025 was driven by net customer pricing and cost and tariff recovery actions of $41, cost reduction initiatives of $22, higher material cost savings of $16, lower premium freight costs of $8, commodity cost decreases of $6 and operational efficiencies, inclusive of lower corporate allocations resulting from cost reduction initiatives, of $17. Partially offsetting these performance-related earnings increases were higher tariff-related costs of $32, inflationary cost increases of $24, higher incentive compensation expense of $1 and higher warranty expense of $1. The year-over-year performance-related earnings increase in the first half of 2025 was driven by net customer pricing and cost and tariff recovery actions of $55, cost reduction initiatives of $39, higher material cost savings of $28, lower premium freight costs of $6, commodity cost decreases of $6, lower incentive compensation expense of $2 and operational efficiencies, inclusive of lower corporate allocations resulting from cost reduction initiatives, of $25. Partially offsetting these performance-related earnings increases were inflationary cost increases of $44, higher tariff-related costs of $36, higher warranty expense of $2 and higher program launch costs of $1.

 

Commercial Vehicle

 

		Three Months												Six Months
		Sales				Segment EBITDA				Segment EBITDA Margin				Sales				Segment EBITDA				Segment EBITDA Margin
2024		$	646			$	39				6.0	%		$	1,299			$	72				5.5	%
Volume and mix			(62	)			(20	)							(126	)			(42	)
Performance			16				28								22				60
Currency effects															(27	)			(2	)
2025		$	600			$	47				7.8	%		$	1,168			$	88				7.5	%

 

Commercial Vehicle sales in the second quarter of 2025, exclusive of currency effects, were 7% lower than 2024 reflecting generally weaker global markets partially offset by the conversion of sales backlog and net customer pricing and cost and tariff recovery actions. Year-over-year Class 8 production in North America was down 28% while Classes 5-7 was down 31% in this year’s second quarter. Year-over-year medium/heavy-truck production in Europe and South America were down 2% and 1%, respectively, while medium/heavy-truck production in Asia Pacific was up 13%. Commercial Vehicle sales in the first half of 2025, exclusive of currency effects, were 8% lower than 2024 reflecting generally weaker global markets partially offset by the conversion of sales backlog and net customer pricing and cost and tariff recovery actions. Year-over-year Class 8 production in North America was down 22% while Classes 5-7 was down 25% in this year’s first half. Year-over-year medium/heavy truck production in Europe was down 9% while medium/heavy truck production in South America and Asia Pacific were up 3% and 9%, respectively. Net customer pricing and cost and tariff recovery actions increased year-over-year sales by $16 and $22 in this year’s second quarter and first half, respectively.

 

Commercial Vehicle second-quarter and first-half 2025 segment EBITDA increased $8 and $16, respectively, from the comparable periods of 2024. Lower sales volumes decreased year-over-year earnings by $20 (32% decremental margin) in the second quarter of 2025. Lower sales volumes decreased year-over-year earnings by $42 (33% decremental margin) in the first half of 2025. The year-over-year performance-related earnings increase in the second quarter of 2025 was driven by net customer pricing and cost and tariff recovery actions of $16, cost reduction initiatives of $10, higher material cost savings of $7, lower warranty expense of $4, lower premium freights costs of $2, lower program launch costs of $1 and operational efficiencies, inclusive of lower corporate allocations resulting from cost reduction initiatives, of $10. Partially offsetting these performance-related earnings increases were higher tariff-related costs of $9, inflationary costs increases of $8, higher spending on electrification initiatives of $3 and higher incentives compensation expense of $2. The year-over-year performance-related earnings increase in the first half of 2025 was driven by net customer pricing and cost and tariff recovery actions of $22, cost reduction initiatives of $21, higher material costs savings of $15, lower warranty expense of $4, lower premium freight costs of $4, lower program launch costs of $1 and operational efficiencies, inclusive of lower corporate allocations resulting from cost reduction initiatives, of $27. Partially offsetting these performance-related earnings increases were inflationary cost increases of $16, higher tariff-related costs of $11, higher spending on electrification initiatives of $4, commodity cost increases of $2 and higher incentive compensation expense of $1.

 

Non-GAAP Financial Measures

 

Adjusted EBITDA

 

We have defined adjusted EBITDA as net income (loss) from continuing operations before interest, income taxes, depreciation, amortization, equity grant expense, restructuring expense, non-service cost components of pension and other postretirement benefits (OPEB) costs and other adjustments not related to our core operations (gain/loss on debt extinguishment, pension settlements, divestitures, impairment, etc.). Adjusted EBITDA is a measure of our ability to maintain and continue to invest in our operations and provide shareholder returns. We use adjusted EBITDA in assessing the effectiveness of our business strategies, evaluating and pricing potential acquisitions and as a factor in making incentive compensation decisions. In addition to its use by management, we also believe adjusted EBITDA is a measure widely used by securities analysts, investors and others to evaluate financial performance of our company relative to other Tier 1 automotive suppliers. Adjusted EBITDA should not be considered a substitute for earnings (loss) before income taxes, net income (loss) or other results reported in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

 

The following table provides a reconciliation of net loss from continuing operations to adjusted EBITDA.

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2025				2024				2025				2024
Net loss from continuing operations		$	(12	)		$	(61	)		$	(29	)		$	(126	)
Equity in earnings of affiliates			23				3				25				5
Income tax expense			10				12								5
Loss from continuing operations before income taxes			(25	)			(52	)			(54	)			(126	)
Depreciation and amortization			92				94				177				177
Restructuring charges, net			11				11				13				16
Interest expense, net			41				39				78				75
Loss on divestiture of ownership interests			7								7
Supplier capacity charge adjustment											(19	)
Loss on disposal group previously held for sale							1								30
Other*			21				17				38				28
Adjusted EBITDA		$	147			$	110			$	240			$	200

*	Other includes stock compensation expense, non-service cost components of pension and OPEB costs, strategic transaction expenses and other items. See Note 19 to our consolidated financial statements in Item 1 of Part I for additional details.

 

Adjusted Free Cash Flow

 

We have defined adjusted free cash flow as cash provided by (used in) operating activities less purchases of property, plant and equipment plus proceeds from sale of property, plant and equipment. We believe adjusted free cash flow is useful to investors in evaluating the operational cash flow of the company inclusive of the spending required to maintain the operations. Adjusted free cash flow is not intended to represent nor be an alternative to the measure of net cash provided by operating activities reported in accordance with GAAP. Adjusted free cash flow may not be comparable to similarly titled measures reported by other companies.

 

The following table reconciles net cash flows provided by (used in) operating activities to adjusted free cash flow.

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2025				2024				2025				2024
Net cash provided by (used in) operating activities		$	32			$	215			$	(5	)		$	113
Purchases of property, plant and equipment - Continuing operations			(37	)			(104	)			(104	)			(161	)
Purchases of property, plant and equipment - Discontinued operations			(14	)			(7	)			(22	)			(20	)
Proceeds from sale of property, plant and equipment - Continuing operations											11
Proceeds from sale of property, plant and equipment - Discontinued operations															4
Adjusted free cash flow		$	(19	)		$	104			$	(120	)		$	(64	)

 

Liquidity

 

The following table provides a reconciliation of cash and cash equivalents to liquidity, a non-GAAP measure, at June 30, 2025:

 

Cash and cash equivalents		$	486
Additional cash availability from Revolving Facility			615
Total liquidity		$	1,101

 

We had availability of $615 at June 30, 2025 under our Revolving Facility after deducting $525 of outstanding borrowings and $10 of outstanding letters of credit.

 

The components of our June 30, 2025 consolidated cash balance were as follows:

 

		U.S.				Non-U.S.				Total
Cash and cash equivalents		$	—			$	388			$	388
Cash and cash equivalents held at less than wholly-owned subsidiaries			1				97				98
Consolidated cash balance		$	1			$	485			$	486

 

A portion of the non-U.S. cash and cash equivalents is utilized for working capital and other operating purposes. Several countries have local regulatory requirements that restrict the ability of our operations to repatriate this cash. Beyond these restrictions, there are practical limitations on repatriation of cash from certain subsidiaries because of the resulting tax withholdings and subsidiary by-law restrictions which could limit our ability to access cash and other assets.

 

At June 30, 2025, we were in compliance with the covenants of our financing agreements. Under the Revolving Facility and our senior notes, we are required to comply with certain incurrence-based covenants customary for facilities of these types. The incurrence-based covenants in the Revolving Facility permit us to, among other things, (i) issue foreign subsidiary indebtedness, (ii) incur general secured indebtedness subject to a pro forma first lien net leverage ratio not to exceed 1.50:1.00 in the case of first lien debt and a pro forma secured net leverage ratio of 2.50:1.00 in the case of other secured debt and (iii) incur additional unsecured debt subject to a pro forma total net leverage ratio not to exceed 3.50:1.00, tested at the time of incurrence. We may also make dividend payments in respect of our common stock as well as certain investments and acquisitions subject to a pro forma total net leverage ratio of 2.75:1.00. In addition, the Revolving Facility is subject to a financial covenant requiring us to maintain a first lien net leverage ratio not to exceed 2.00:1.00. The indentures governing the senior notes include other incurrence-based covenants that may subject us to additional specified limitations.

 

From time to time, depending upon market, pricing and other conditions, as well as our cash balances and liquidity, we may seek to acquire our senior notes or other indebtedness through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as we may determine (or as may be provided for in the indentures governing the notes), for cash, securities or other consideration. In addition, we may enter into sale-leaseback transactions related to certain of our real estate holdings and factor receivables. There can be no assurance that we will pursue any such transactions in the future, as the pursuit of any alternative will depend upon numerous factors such as market conditions, our financial performance and the limitations applicable to such transactions under our financing and governance documents.

 

In June 2025, we entered into a definitive agreement to sell our Off-Highway business to Allison Transmission Holdings, Inc. for $2,732. The sale price is subject to adjustment based on net working capital and net indebtedness balances as of the closing date. The transaction is currently expected to close during the fourth quarter of 2025, subject to satisfaction of regulatory approvals and other customary conditions. Net cash proceeds from the Off-Highway business divestiture will be used to pay down debt, strengthening Dana’s financial position, and provide capital returns to shareholders. On June 8, 2025, Dana’s board of directors approved a program to provide up to a $1,000 return of capital to shareholders through common stock share repurchases and/or special dividends through the end of 2027.

 

On July 31, 2025, we amended our credit and guaranty agreement to include a $250 Term A Facility. The Term A Facility matures at the earlier of five days after the consummation of the Off-Highway business sale or July 30, 2026. We are required to make quarterly installments on the Term A facility on the last day of each quarter commencing on December 31, 2025 in an amount equal to 10% of the original amount borrowed adjusted for any prepayments. On July 31, 2025, we fully drew the Term A Facility and used the proceeds to pay down outstanding borrowings on our Revolving Facility. See Note 12 of our consolidated financial statements in Item 1 of Part I for additional information

 

The principal sources of liquidity available for our future cash requirements are expected to be (i) cash flows from operations, (ii) cash and cash equivalents on hand, (iii) borrowings from our Revolving Facility and (iv) net cash proceeds from the sale of the Off-Highway business. We believe that our overall liquidity and operating cash flow will be sufficient to meet our anticipated cash requirements for capital expenditures, working capital, debt obligations and other commitments during the next twelve months. While uncertainty surrounding the current economic environment could adversely impact our business, based on our current financial position, we believe it is unlikely that any such effects would preclude us from maintaining sufficient liquidity.

 

 

Cash Flow

 

The following table summarizes our consolidated statement of cash flows:

 

		Six Months Ended
		June 30,
		2025				2024
Net cash provied by (used in) operating activities		$	(5	)		$	113
Net cash used in investing activities			(60	)			(177	)
Net cash provided by (used in) financing activities			1				(30	)
Net decrease in cash, cash equivalents and restricted cash		$	(64	)		$	(94	)

 

Operating activities — Exclusive of working capital, other cash provided by continuing operations was $171 in 2025 and $113 in 2024. The year-over-year increase is primarily attributable to higher operating earnings in 2025.

 

Continuing operations working capital used cash of $202 and $181 in 2025 and 2024. Cash of $134 and $164 was used to finance receivables in 2025 and 2024. Lower inventory levels provided cash of $48 in 2025 while cash of $45 was used to fund higher inventory levels in 2024. Decrease in accounts payable and other net liabilities used cash of $116 in 2025 while increases in accounts payable and other net liabilities provided cash of $28 in 2024. Operating activities of discontinued operations generated cash of $26 and $181 in 2025 and 2024. 

 

Investing activities — Expenditures for property, plant and equipment by continuing operations were $104 and $161 in 2025 and 2024. The decrease in capital spending during 2025 is primarily due to lower year-over-year program launches and a continued focus on rationalizing capital investments. On April 25, 2025, we sold our ownership interest in Axles India Limited for $43. On June 6, 2025, we sold our ownership interest in Switch Mobility Limited for $10. Investing activities of discontinued operations used cash of $22 and $16 in 2025 and 2024.

 

Financing activities — During 2025, we had net borrowings on our Revolving Facility of $525. During 2025, we redeemed the remaining $200 of our April 2025 Notes. During 2024, we paid the $25 note payable due to the former owners of SME S.p.A. We used cash of $29 for dividend payments to common stockholders during both 2025 and 2024. Distributions to noncontrolling interests totaled $3 in 2025 and $5 in 2024. During 2025, we used cash of $257 to repurchase common shares under our share repurchase program. During 2025, we used cash of $14 to settle swaps associated with our April 2025 Notes. Hydro-Québec made cash contributions to Dana TM4 of $18 in 2024. During 2024, we received $11 from Hydro-Québec, which represents deferred purchase consideration associated with their acquisition of a 45% ownership interest in SME S.p.A. from Dana.

 

Off-Balance Sheet Arrangements

 

There have been no material changes at June 30, 2025 in our off-balance sheet arrangements from those reported or estimated in the disclosures in Item 7 of our 2024 Form 10-K.

 

Contractual Obligations

 

There have been no material changes in our contractual obligations from those disclosed in Item 7 of our 2024 From 10-K.

 

Contingencies

 

For a summary of litigation and other contingencies, see Note 14 to our consolidated financial statements in Item 1 of Part I. Based on information available to us at the present time, we do not believe that any liabilities beyond the amounts already accrued that may result from these contingencies will have a material adverse effect on our liquidity, financial condition or results of operations.

 

Critical Accounting Estimates

 

The preparation of our consolidated financial statements in accordance with GAAP requires us to use estimates and make judgments and assumptions about future events that affect the reported amounts of assets, liabilities, revenue and expenses and the related disclosures. See Item 7 in our 2024 Form 10-K for a description of our critical accounting estimates and Note 1 to our consolidated financial statements in Item 8 of our 2024 Form 10-K for our significant accounting policies. There were no changes to our critical accounting estimates in the six months ended June 30, 2025. See Note 1 to our consolidated financial statements in this Form 10-Q for a discussion of new accounting guidance adopted during the first six months of 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

There have been no material changes to market risk exposures related to changes in currency exchange rates, interest rates or commodity costs from those discussed in Item 7A of our 2024 Form 10-K.

 

Item 4. Controls and Procedures

 

Disclosure controls and procedures — We maintain disclosure controls and procedures that are designed to ensure that the information disclosed in the reports we file with the SEC under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure.

 

Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Our CEO and CFO have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

 

Changes in internal control over financial reporting — There was no change in our internal control over financial reporting that occurred during our fiscal quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

CEO and CFO certifications — The certifications of our CEO and CFO that are attached to this report as Exhibits 31.1 and 31.2 include information about our disclosure controls and procedures and internal control over financial reporting. These certifications should be read in conjunction with the information contained in this Item 4 and in Item 9A of Part II of our 2024 Form 10-K for a more complete understanding of the matters covered by the certifications.

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are a party to various pending judicial and administrative proceedings that arose in the ordinary course of business. After reviewing the currently pending lawsuits and proceedings (including the probable outcomes, reasonably anticipated costs and expenses and our established reserves for uninsured liabilities), we do not believe that any liabilities that may result from these proceedings are reasonably likely to have a material adverse effect on our liquidity, financial condition or results of operations. Legal proceedings are also discussed in Note 14 to our consolidated financial statements in Item 1 of Part I of this Form 10-Q.

 

Item 1A. Risk Factors

 

There have been no material changes in our risk factors disclosed in Item 1A of our 2024 Form 10-K other than as set forth below.

 

The sale of our Off-Highway business is subject to the satisfaction of a number of conditions, may not be completed on the currently contemplated timeline, or at all, may require significant time and attention of our management, and may not achieve the intended benefits.

 

In June 2025, we entered into a definitive agreement to sell our Off-Highway business to Allison. Completion of the sale is contingent upon certain conditions, including regulatory approvals. Failure to meet these conditions or other unanticipated developments could delay or prevent the proposed sale or cause the proposed sale to occur on terms or conditions that are less favorable than anticipated. We may not be able to achieve the full strategic and financial benefits that we anticipate to result from the sale, or such benefits may be delayed or not occur at all. We also expect to incur significant expenses in connection with the sale. In addition, completion of the proposed sale may require significant amounts of management’s time and effort, which may divert management’s attention from other aspects of our business operations and other initiatives. We may experience negative reactions from the financial markets if we do not complete the sale in a reasonable time period. Any of these factors could have a material adverse effect on our business, financial condition, results of operations, cash flows or the price of our common stock.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Issuer's purchases of equity securities — 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 Off-Highway. The program expires on December 31, 2027. The following table summarizes our purchases of common stock during the second quarter of 2025.

 

Period		Number of Shares Purchased				Average Price Paid per Share				Number of Shares Purchased as Part of Publicly Announced Plans or Programs				Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
April 1 - April 30, 2025			—				—				—			$	—
May 1 - May 31, 2025			—				—				—			$	—
June 1 - June 30, 2025			14,607,283			$	17.58				14,607,283			$	743

 

Item 5. Other Information

 

During the three months ended June 30, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement".

Item 6. Exhibits

 

Exhibit No.	Description
2.1	Stock Purchase Agreement, dated as of June 11, 2025, by and between Dana Incorporated and Allison Transmission Holdings, Inc. Filed as Exhibit 2.1 to Registrant's Current Report on Form 8-K filed June 13, 2025 and incorporated herein by reference.
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. Filed with this Report.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. Filed with this Report.
32	Section 1350 Certifications (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002). Filed with this Report.
101	The following materials from Dana Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statement of Operations, (ii) the Consolidated Statement of Comprehensive Income, (iii) the Consolidated Balance Sheet, (iv) the Consolidated Statement of Cash Flows and (v) Notes to the Consolidated Financial Statements. Furnished with this Report.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

		DANA INCORPORATED
Date:	August 11, 2025	By:	/s/ Timothy R. Kraus
			Timothy R. Kraus
			Senior Vice President and
			Chief Financial Officer