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What changed in DANA Inc's 10-K2023 vs 2024

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Paragraph-level year-over-year comparison of DANA Inc's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+189 added203 removedSource: 10-K (2025-02-20) vs 10-K (2024-02-20)

Top changes in DANA Inc's 2024 10-K

189 paragraphs added · 203 removed · 147 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThroughout these product lines, we manufacture and sell our products under a number of patents that have been obtained over a period of years and expire at various times. We consider each of these patents to be of value and aggressively protect our rights in key markets.
Biggest changeFreudenberg Group Valeo SE Hanon Systems YinLun Co., LTD Intellectual Property Our proprietary driveline and power technologies product lines have strong identities in the markets we serve. Throughout these product lines, we manufacture and sell our products under a number of patents that have been obtained over a period of years and expire at various times.
Our operations are located in the following countries: North America Europe South America Asia Pacific Canada Belgium Netherlands Argentina Australia México Finland Norway Brazil China United States France South Africa Colombia India Germany Spain Ecuador Japan Hungary Sweden New Zealand Ireland Switzerland Singapore Italy Turkey South Korea Lithuania United Kingdom Thailand Our non-U.S. subsidiaries and affiliates manufacture and sell products similar to those we produce in the United States.
Our operations are located in the following countries: North America Europe South America Asia Pacific Canada Belgium Netherlands Argentina Australia México Finland Norway Brazil China United States France South Africa Colombia India Germany Spain Japan Hungary Sweden New Zealand Ireland Switzerland Singapore Italy Turkey South Korea Lithuania United Kingdom Thailand Our non-U.S. subsidiaries and affiliates manufacture and sell products similar to those we produce in the United States.
The following table summarizes the markets, products and largest customers of each of our operating segments as of December 31, 2023: Segment Markets Products Largest Customers Light Vehicle Light vehicle market: Axles Ford Motor Company Light trucks (full frame) Driveshafts Stellantis N.V.* Sport utility vehicles ICE, hybrid and e-transmissions Toyota Motor Corporation Crossover utility vehicles e-Axle systems Renault-Nissan-Mitsubishi Utility vans e-Transmission systems Alliance Sports cars Inverters Tata Motors Ltd (including Super sports cars Electric motors Jaguar Land Rover) Controllers Volkswagen AG Commercial Vehicle Commercial vehicle market: Axles PACCAR Inc Medium duty trucks Driveshafts Traton SE Heavy duty trucks Hybrid and e-transmissions AB Volvo Buses e-Axle systems Daimler Truck AB Specialty vehicles e-Transmission systems Ford Motor Company Inverters CNH Industrial N.V.
The following table summarizes the markets, products and largest customers of each of our operating segments as of December 31, 2024: Segment Markets Products Largest Customers Light Vehicle Light vehicle market: Axles Ford Motor Company Light trucks (full frame) Driveshafts Stellantis N.V.* Sport utility vehicles ICE, hybrid and e-transmissions Toyota Motor Corporation Crossover utility vehicles e-Axle systems Tata Motors Ltd (including Utility vans e-Transmission systems Jaguar Land Rover) Sports cars Inverters Renault-Nissan-Mitsubishi Super sports cars Electric motors Alliance Controllers Volkswagen AG Commercial Vehicle Commercial vehicle market: Axles PACCAR Inc Medium duty trucks Driveshafts Traton SE Heavy duty trucks Hybrid and e-transmissions AB Volvo Buses e-Axle systems Daimler Truck AB Specialty vehicles e-Transmission systems Ford Motor Company Inverters CNH Industrial N.V.
A summary of sales and long-lived assets by geographic region can be found in Note 20 to our consolidated financial statements in Item 8. Customer Dependence We are largely dependent on light vehicle, medium- and heavy-duty vehicle and off-highway original equipment manufacturer (OEM) customers. Ford Motor Company (Ford) and Stellantis N.V.
A summary of sales and long-lived assets by geographic region can be found in Note 19 to our consolidated financial statements in Item 8. Customer Dependence We are largely dependent on light vehicle, medium- and heavy-duty vehicle and off-highway original equipment manufacturer (OEM) customers. Ford Motor Company (Ford) and Stellantis N.V.
With a focus on product innovation, we differentiate ourselves through efficiency and performance, reliability, materials and processes, sustainability and product extension. The following table summarizes our principal competitors by operating segment as of December 31, 2023: Segment Principal Competitors Light Vehicle American Axle & Manufacturing Holdings, Inc. Magna International Inc. BorgWarner Inc.
With a focus on product innovation, we differentiate ourselves through efficiency and performance, reliability, materials and processes, sustainability and product extension. The following table summarizes our principal competitors by operating segment as of December 31, 2024: Segment Principal Competitors Light Vehicle American Axle & Manufacturing Holdings, Inc. Magna International Inc. BorgWarner Inc.
(Stellantis) were the only individual customers accounting for 10% or more of our consolidated sales in one or more of the past three years. As a percentage of total sales from operations, our sales to Ford were approximately 20% in 2023, 19% in 2022 and 19% in 2021.
(Stellantis) were the only individual customers accounting for 10% or more of our consolidated sales in one or more of the past three years. As a percentage of total sales from operations, our sales to Ford were approximately 23% in 2024, 20% in 2023 and 19% in 2022.
Our sales to Stellantis (via a directed supply relationship) were approximately 9% in 2023, 11% in 2022 and 12% in 2021. Volkswagen AG (including Traton SE), PACCAR, Inc and Toyota Motor Corporation were our third, fourth and fifth largest customers in 2023. Our 10 largest customers collectively accounted for approximately 55% of our sales in 2023.
Our sales to Stellantis (via a directed supply relationship) were approximately 8% in 2024, 9% in 2023 and 11% in 2022. Volkswagen AG (including Traton SE), PACCAR, Inc and Toyota Motor Corporation were our third, fourth and fifth largest customers in 2024. Our 10 largest customers collectively accounted for approximately 58% of our sales in 2024.
New power industrial cooling Mercedes-Benz Group * Via a directed supply relationship 2 Table of Contents Geographic Operations We maintain administrative and operational organizations in North America, Europe, South America and Asia Pacific to support our operating segments, assist with the management of affiliate relations and facilitate financial and statutory reporting and tax compliance on a worldwide basis.
Electronics cooling Volkswagen AG Hydrogen fuel cell cooling (including Traton SE) New power industrial cooling Mercedes-Benz Group AG * Via a directed supply relationship 2 Table of Contents Geographic Operations We maintain administrative and operational organizations in North America, Europe, South America and Asia Pacific to support our operating segments, assist with the management of affiliate relations and facilitate financial and statutory reporting and tax compliance on a worldwide basis.
As of December 31, 2023 we employed approximately 41,800 people and operated in 31 countries. The terms “Dana,” “we,” “our” and “us” are references to Dana. These references include the subsidiaries of Dana unless otherwise indicated or the context requires otherwise.
As of December 31, 2024 we employed approximately 39,600 people and operated in 30 countries. The terms “Dana,” “we,” “our” and “us” are references to Dana. These references include the subsidiaries of Dana unless otherwise indicated or the context requires otherwise.
Operations outside the U.S. may be subject to a greater risk of changing political, economic and social environments, changing governmental laws and regulations, currency revaluations and market fluctuations than our domestic operations. See the discussion of risk factors in Item 1A. Sales reported by our non-U.S. subsidiaries comprised $6,063, or 57%, of our 2023 consolidated sales of $10,555.
Operations outside the U.S. may be subject to a greater risk of changing political, economic and social environments, changing governmental laws and regulations, currency revaluations and market fluctuations than our domestic operations. See the discussion of risk factors in Item 1A. Sales reported by our non-U.S. subsidiaries comprised $5,609, or 55%, of our 2024 consolidated sales of $10,284.
External sales by operating segment for the years ended December 31, 2023, 2022 and 2021 are as follows: 2023 2022 2021 Dollars % of Total Dollars % of Total Dollars % of Total Light Vehicle $ 4,035 38.2 % $ 4,090 40.3 % $ 3,773 42.2 % Off-Highway 3,185 30.2 % 2,946 29.0 % 2,593 29.0 % Commercial Vehicle 2,092 19.8 % 1,979 19.5 % 1,532 17.1 % Power Technologies 1,243 11.8 % 1,141 11.2 % 1,047 11.7 % Total $ 10,555 $ 10,156 $ 8,945 Refer to Segment Results of Operations in Item 7 and Note 20 to our consolidated financial statements in Item 8 for further financial information about our operating segments. 1 Table of Contents Our business is diversified across end-markets, products and customers.
External sales by operating segment for the years ended December 31, 2024, 2023 and 2022 were as follows: 2024 2023 2022 Dollars % of Total Dollars % of Total Dollars % of Total Light Vehicle $ 4,224 41.1 % $ 4,035 38.2 % $ 4,090 40.3 % Commercial Vehicle 2,005 19.5 % 2,092 19.8 % 1,979 19.5 % Off-Highway 2,767 26.9 % 3,185 30.2 % 2,946 29.0 % Power Technologies 1,288 12.5 % 1,243 11.8 % 1,141 11.2 % Total $ 10,284 $ 10,555 $ 10,156 Refer to Segment Results of Operations in Item 7 and Note 19 to our consolidated financial statements in Item 8 for further financial information about our operating segments. 1 Table of Contents Our business is diversified across end-markets, products and customers.
Electric motors Controllers Off-Highway Off-Highway market: Axles, hub drives and driveshafts Deere & Company Construction ICE, hybrid and e-transmissions CNH Industrial N.V. Agricultural e-Axle systems AGCO Corporation Mining e-Transmission systems Oshkosh Corporation Forestry e-Hub drive systems Manitou Group Material handling Inverters JCB Inc.
Electric motors Controllers Off-Highway Off-Highway market: Axles, hub drives and driveshafts Deere & Company Construction ICE, hybrid and e-transmissions Oshkosh Corporation Agricultural e-Axle systems AGCO Corporation Mining e-Transmission systems CNH Industrial N.V.
Schaeffler AG Hofer Powertrain GmbH Valeo SE Jing-Jin Electric Technologies Co. Ltd. ZF Friedrichshafen AG Linamar Corporation Vertically integrated OEM operations Commercial Vehicle Allison Transmission Holdings, Inc. Eugen Klein GmbH BorgWarner Inc. Hendrickson Holdings, LLC Cummins Inc. Tirsan Kardan A.Ş. Danfoss A/S ZF Friedrichshafen AG Eaton Corporation plc Vertically integrated OEM operations Off-Highway Bonfiglioli Riduttori S.p.A. Kohler Co. Carraro S.p.A.
Schaeffler AG Hofer Powertrain GmbH Valeo SE Jing-Jin Electric Technologies Co. Ltd. ZF Friedrichshafen AG Linamar Corporation Vertically integrated OEM operations Commercial Vehicle Allison Transmission Holdings, Inc. Eugen Klein GmbH BorgWarner Inc. Hendrickson Holdings, LLC Cummins Inc. Linamar Corporation Danfoss A/S Tirsan Kardan A.Ş. Eaton Corporation plc ZF Friedrichshafen AG Ege Endüstri ve Ticaret A.S.
We are involved with many product lines and the loss or expiration of any particular patent would not materially affect our sales and profits. We own or have licensed numerous trademarks that are registered or subject to pending applications in many jurisdictions.
We consider each of these patents to be of value and aggressively protect our rights in key markets. We are involved with many product lines and the loss or expiration of any particular patent would not materially affect our sales and profits. We own or have licensed numerous trademarks that are registered or subject to pending applications in many jurisdictions.
Industrial stationary Electric motors Lawn care and recreational Controllers Power Technologies Light vehicle market ICE sealing and thermal Ford Motor Company Commercial vehicle market e-Sealing General Motors Company Off-Highway market e-Thermal cooling systems Stellantis N.V. Industrial stationary market Battery cooling Volkswagen AG Electronics cooling (including Traton SE) Hydrogen fuel cell cooling Cummins Inc.
Forestry e-Hub drive systems Manitou Group Material handling Inverters Terex Corporation Industrial stationary Electric motors Lawn care and recreational Controllers Power Technologies Light vehicle market ICE sealing and thermal General Motors Company Commercial vehicle market e-Sealing Ford Motor Company Off-Highway market e-Thermal cooling systems Cummins Inc. Industrial stationary market Battery cooling Stellantis N.V.
Environmental Compliance We make capital expenditures in the normal course of business as necessary to ensure that our facilities are in compliance with applicable environmental laws and regulations. The cost of environmental compliance has not been a material part of capital expenditures and did not have a material adverse effect on our earnings or competitive position in 2023.
The cost of environmental compliance has not been a material part of capital expenditures and did not have a material adverse effect on our earnings or competitive position in 2024.
SEW-Eurodrive GmbH Comer Industries S.p.A. Zapi S.p.A. Danfoss A/S ZF Friedrichshafen AG Kessler+Co Vertically integrated OEM operations Power Technologies Denso Corporation Mahle GmbH ElringKlinger AG Tenneco Inc. Freudenberg Group Valeo SE Hanon Systems YinLun Co., LTD Intellectual Property Our proprietary driveline and power technologies product lines have strong identities in the markets we serve.
Vertically integrated OEM operations Off-Highway Bonfiglioli Riduttori S.p.A. Kohler Co. Carraro S.p.A. SEW-Eurodrive GmbH Comer Industries S.p.A. Zapi S.p.A. Danfoss A/S ZF Friedrichshafen AG Kessler+Co Vertically integrated OEM operations Power Technologies Denso Corporation Mahle GmbH ElringKlinger AG Tenneco Inc.
We integrate related operations to create a more innovative environment, speed product development, maximize efficiency and improve communication and information sharing among our research and development operations. At December 31, 2023 , we had eleven stand-alone technical and engineering centers and fourteen additional sites at which we conduct research and development activities.
We integrate related operations to create a more innovative environment, speed product development, maximize efficiency and improve communication and information sharing among our research and development operations. O ur research and development costs wer e $229 in 2024, $237 in 2023 and $201 in 2022.
Diversity, Equity and Inclusion Our vision is to maintain a diverse and inclusive, global organization that develops, fosters, and attracts great people whose perspectives are encouraged, heard, valued, and supported. We are committed to advancing and reflecting the communities we serve.
Some examples include base and variable pay, health benefits, life insurance, employee assistance programs, paid time off, and retirement and savings plans. Culture and Inclusion Our vision is to maintain a diverse and inclusive, global organization that develops, fosters, and attracts great people whose perspectives are encouraged, heard, valued, and supported.
The following table summarizes our employees by operating segment and geographical region as of December 31, 2023: Segment Employees Region Employees Light Vehicle 13,900 North America 15,900 Off-Highway 11,800 Europe 11,500 Commercial Vehicle 7,800 Asia Pacific 10,100 Power Technologies 6,100 South America 4,300 Technical and administrative 2,200 Total 41,800 Total 41,800 Safety The health and safety of employees remain our highest priority and we believe our company has an essential responsibility to safeguard life, health, property, and the environment for the well-being of all involved.
The following table summarizes our employees by operating segment and geographical region as of December 31, 2024 : Segment Employees Region Employees Light Vehicle 13,200 North America 15,100 Off-Highway 10,900 Europe 10,600 Commercial Vehicle 7,400 Asia Pacific 9,600 Power Technologies 5,700 South America 4,300 Technical and administrative 2,400 Total 39,600 Total 39,600 We are “People Finding A Better Way” in everything we do, guided by our values: Value Others, Inspire Innovation, Grow Responsibly, and Win Together.
These BRGs are executive leadership-supported, employee-led initiatives with the mission to inspire growth and innovation and foster belonging for all employees. BRGs provide employees opportunities for development, mentoring, networking, and utilizing their talents in ways that positively impact the business.
Dana has a network of Business Resource Groups (BRGs) to empower employees and enhance Dana’s ability to develop, retain, and attract top talent. These BRGs are executive leadership-supported, employee-led initiatives with the mission to inspire growth and innovation and foster belonging for all employees.
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O ur research and development costs wer e $237 in 2023, $201 in 2022 and $178 in 2021. Total engineering expenses including research and development we re $369 in 2023 , $321 in 2022 and $297 in 2021 .
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Total engineering expenses including research and development we re $360 in 2024 , $369 in 2023 and $321 in 2022 . As a leading global supplier in the mobility sector, the company is committed to driving innovation and enhancing the performance, efficiency, and safety of transportation solutions across all major mobility markets.
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Over the past several years our engineering spend has been more heavily focused on research and development activities, progressing key electrification initiatives. Our research and development is targeted to create unique value for our customers. Our technologies are enabling the electrification of vehicles and accessories to improve efficiency a nd reduce the impact of carbon emissions.
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Our engineering and research and development efforts focus on creating advanced technologies that meet the evolving needs of customers while addressing environmental challenges and improving driving experience. Our research and development initiatives are centered on enhancing the efficiency, performance, and safety of mobility. This includes advancements in powertrain systems, vehicle dynamics and thermal management.
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Our advanced drivelines are more efficient than ever before and include mechatronic systems to enhance performance. Our power technologies group is also developing new ways to keep batteries and power electronics at optimum temperatures to improve their efficiency and operation.
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We continue to maintain a balanced approach to innovation by investing strategically in both internal combustion (ICE) and electric vehicle (EV) technologies. Our ICE developments focus on improving fuel efficiency, reducing emissions and ensuring compliance with global regulatory standards. Concurrently our EV investments are improving the range, performance, and sustainability of electric vehicles.
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Together the collaborative teamwork between our four business units enable Dana to differentiate by developing complete in-house 4-in-1 electrified propulsion systems, including motors, inverters, axles/transmissions and thermal management solutions. We have developed innovative fuel cell products to support the new-energy hydrogen vehicles and industrial stationary markets.
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Dana has also embraced the use of artificial intelligence (AI) and machine learning (ML) technologies to enhance both the research and development process and the products we develop. These technologies are integrated into our product design and testing phases to accelerate development and into our products to provide real-time optimization of performance.
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Dana remains focused on cultivating an inclusive culture that embraces diversity and equity to enable Dana people to contribute to their full potential and have a sense of belonging. To achieve this, our diversity, equity, and inclusion strategy is guided by five pillars: leadership commitment; diversity representation; awareness, education and development; employee and community growth; and cross-functional collaboration.
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We value people by treating others with respect and putting safety, inclusion, and integrity at the heart of everything we do. Safety – The health and safety of employees remain our highest priority and we believe our company has an essential responsibility to safeguard life, health, property, and the environment for the well-being of all involved.
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Retention and Employee Development – Dana believes the development of its people is critical to the company’s success. The company empowers individuals to lead their development by articulating their professional, personal, and career growth aspirations to their manager. Development of all Dana people is strongly encouraged and should be considered each year as a part of their goals.
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Compensation and Benefits – We are committed to providing all employees with quality and competitive compensation and benefit programs that focus on all aspects of wellbeing – physical, mental, and financial. We benchmark our plans globally to ensure competitiveness and value.
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Fair access to development opportunities to maintain a sustainable, diverse, and high-performance pipeline of talent is supported by Dana leaders at all levels of the organization.
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We utilize standards, processes and programs to ensure competitiveness and value globally, while allowing for differences based upon region and geography. Our programs are designed to attract and retain employees and motivate and reward performance in order to drive superior results.
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The company also provides regular training for our associates across the globe, providing the opportunity to enhance their skills and keep pace with technological change and offers a mentorship program to help guide and coach employees to ensure the company is developing a diverse leadership talent pool.
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BRGs provide employees opportunities for development, mentoring, networking, and utilizing their talents in ways that positively impact the business. Our BRGs currently include the African American Resource Group (AARG), Connected Cultures, Dana Alumni, Dana Women’s Network (DAWN), Green Team, LGBTQ+A, Military and Veterans, and New to Dana (NTD).
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This development is supported and measured with robust performance management and development plans that encourages employees to continuously improve upon their past performance and build on critical skills the company requires to remain competitive. 5 Table of Contents Business Resource Groups – Dana has a network of Business Resource Groups (BRGs) to empower employees and enhance Dana’s ability to develop, retain, and attract top talent.
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Ethics and Compliance – All Dana employees are expected to follow Dana’s Standards of Business Conduct, which includes a range of subjects, from respect in the workplace and use of corporate assets to gifts and conflicts of interest, as well as protection of confidential information.
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Our BRGs currently include: ● African American Resource Group (AARG) – Dana's AARG group is committed to supporting the career development of African American talent through thought-leadership workshops and community events.
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Our employee on-boarding process involves a written acknowledgement of the receipt and review of the standards.
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The group provides Dana insight to the best practices for sourcing and retaining top talent. ● Connected Cultures – Dana's Connected Cultures group aims to recognize and celebrate the cultural fluency and diversity of Dana people.
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All salaried employees globally must complete a series of online ethics and compliance training modules as part of the onboarding process, and additional ethics and compliance trainings annually thereafter on subjects such as workplace harassment, trade compliance, anti-trust, and data privacy, and complete an annual business conduct certification.
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The group focuses on increasing cultural awareness by promoting understanding and respects of different beliefs, values and customs across diverse groups. ● Dana Alumni – With more than a century of rich history, Dana leverages its vast network of Alumni, including retirees and former long-time employees to help them remain informed about the company's latest initiatives and to gather ideas on how to best continue to engage our workforce. ● Dana Women’s Network (DAWN) – The company’s DAWN group is focused on providing professional networking and career development for women at Dana.
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We also maintain a global Ethics and Compliance Helpline which is available in multiple languages and can be used to anonymously report concerns. Talent Development and Training – Dana has invested in and integrated SuccessFactors, an industry-leading human resource information system, as our global system of record. This platform supports integrated performance management and learning and development.
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They also promote activities that engage Dana’s senior leaders to better understand how the company can support women at work. ● Green Team – Dana's Green Team resource group helps to advance Dana's mission to be sustainably responsible in our business practices.
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Key features include a consistent talent review and calibration process with detailed reporting capabilities. Performance review is a yearlong process including three phases: goal setting, continuous feedback, and year-end rating and calibration. This increases commitment and adaptability to aligned personal and business objectives. Our learning resources blend subscription and custom content, offering hundreds of thousands of learning assets.
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The group helps to inform and drive grassroots employee initiatives on reducing our impact on the environment. ● LGBTQ+A – The LGBTQ+A group focuses on maintaining an inclusive working environment that enables the company to leverage a diverse leadership pipeline.
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Global administrators support the creation, assignment, and reporting of learning progress. Learning resources are accessible through both self-guided and assigned learning paths and are included in the talent development and performance review process.
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It has assisted in providing educational resources and community activities to engage the Dana team on best ways to support our LGBTQ+A colleagues. ● Military and Veterans – The military and veterans group supports active-duty and veteran military personnel by understanding their unique needs and finding the best ways to support them.
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Training completion is tracked and includes automated reminders to enhance accountability and compliance, particularly for mandatory training such as cybersecurity. 5 Table of Contents Environmental Compliance We make capital expenditures in the normal course of business as necessary to ensure that our facilities are in compliance with applicable environmental laws and regulations.
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This group's understanding of the needs of those who have served also allows the company to consider the best way to engage candidates and recruit them to Dana. ● New to Dana (NTD) – The NTD group is open to all new Dana employees to help acclimate them to the Dana business culture and understand the company’s rich history.
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It provides resources, support, and professional development opportunities to new employees as they transition into their job responsibilities at Dana. Recruiting – As a company, we collaborate with internationally recognized organizations to reach out to diverse talent and implement best practices for recruiting individuals who work within our core business functions.
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Dana’s talent acquisition group focuses on recruitment of talented people to the company while continuing to maintain best-in-class processes to address the unique market conditions we face across our global facilities. Health and Wellness – Dana understands the importance of advocating for the health and well-being of our employees.
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Health initiatives can have a long-lasting, sustainable impact on employee well-being, but healthy habits do not develop overnight. The company is continuously evaluating new opportunities for programs that help address factors that influence health-related behaviors, which can have a long-lasting impact on an employee’s well-being.
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We support vaccination programs to encourage employees to maintain their health and the health of their coworkers and communities. Dana understands the needs of individuals are unique and continues to offer initiatives spanning the spectrum of health and wellness to help provide a supportive work environment where employees strive for balance in their lives.
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We have enhanced our employee assistance programs around the world to support the emotional, physical and financial needs of our employees.
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Our program includes the traditional employee assistance services, but also gives employees access to legal services, dependent care support, financial advice, and mindfulness programs, such as meditation, positivity training tools, and inspirational videos to help manage anxiety, depression, stress, sleep and more.
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We encourage you to review the “Empowering People” section of our annual Sustainability and Social Responsibility Report (located on our website) for more detailed information regarding our Human Capital programs and initiatives. Nothing on our website, including our annual Sustainability and Social Responsibility Report or sections thereof, shall be deemed incorporated by reference into this Annual Report.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe depend on our subsidiaries for cash to satisfy the obligations of the company. Our subsidiaries conduct all of our operations and own substantially all of our assets. Our cash flow and our ability to meet our obligations depend on the cash flow of our subsidiaries.
Biggest changeWe cannot assure you that cost reductions will be completed as anticipated or that the benefits we expect will be achieved on a timely basis or at all. We depend on our subsidiaries for cash to satisfy the obligations of the company. Our subsidiaries conduct all of our operations and own substantially all of our assets.
We could be adversely affected if we are unable to recover portions of commodity (including costs of steel and other raw materials), labor, transportation and energy costs from our customers. Commodity, labor, transportation and energy costs have been volatile over the past several of years creating pressure on our profit margins.
We could be adversely affected if we are unable to recover portions of commodity (including costs of steel and other raw materials), labor, transportation and energy costs from our customers. Commodity, labor, transportation and energy costs have been volatile over the past several years creating pressure on our profit margins.
Regulatory provisions governing the financial reporting of U.S. public companies require that we maintain effective disclosure controls and internal controls over financial reporting across our operations in 31 countries. Effective internal controls are designed to provide reasonable assurance of compliance, and, as such, they can be susceptible to human error, circumvention or override, and fraud.
Regulatory provisions governing the financial reporting of U.S. public companies require that we maintain effective disclosure controls and internal controls over financial reporting across our operations in 30 countries. Effective internal controls are designed to provide reasonable assurance of compliance, and, as such, they can be susceptible to human error, circumvention or override, and fraud.
(See Note 12 to our consolidated financial statements in Item 8 for additional information on multi-employer pension plans.) Changes in interest rates and asset returns could increase our pension funding obligations and reduce our profitability. We have unfunded obligations under certain of our defined benefit pension and other postretirement benefit plans.
(See Note 11 to our consolidated financial statements in Item 8 for additional information on multi-employer pension plans.) Changes in interest rates and asset returns could increase our pension funding obligations and reduce our profitability. We have unfunded obligations under certain of our defined benefit pension and other postretirement benefit plans.
Contributions are based on hours worked except in cases of layoff or leave where we generally contribute based on 40 hours per week for a maximum of one year. The plans are not fully funded as of December 31, 2023.
Contributions are based on hours worked except in cases of layoff or leave where we generally contribute based on 40 hours per week for a maximum of one year. The plans are not fully funded as of December 31, 2024.
(See Notes 15 and 16 to our consolidated financial statements in Item 8 for additional information on product liabilities and warranties.) A failure of our information technology infrastructure could adversely impact our business and operations.
(See Notes 14 and 15 to our consolidated financial statements in Item 8 for additional information on product liabilities and warranties.) A failure of our information technology infrastructure could adversely impact our business and operations.
We are reliant upon sales to several significant customers. Sales to our ten largest customers accounted for 55% of our overall sales in 2023. Changes in our business relationships with any of our large customers or in the timing, size and continuation of their various programs could have a material adverse impact on us.
We are reliant upon sales to several significant customers. Sales to our ten largest customers accounted for 58% of our overall sales in 2024. Changes in our business relationships with any of our large customers or in the timing, size and continuation of their various programs could have a material adverse impact on us.
Approximately 57% of our sales in 2023 were from operations located in countries other than the U.S. Currency variations can have an impact on our results (expressed in U.S. dollars).
Approximately 55% of our sales in 2024 were from operations located in countries other than the U.S. Currency variations can have an impact on our results (expressed in U.S. dollars).
We acquired businesses in recent years, and we may complete additional acquisitions and investments in the future that complement or expand our businesses.
We acquired businesses in the past, and we may complete additional acquisitions and investments in the future that complement or expand our businesses.
Developments in the financial markets or downgrades to Dana's credit rating could restrict our access to capital and increase financing costs. At December 31, 2023, Dana had consolidated debt obligations of $2,679, with cash and cash equivalents of $529 and unused revolving credit capacity of $1,141.
Developments in the financial markets or downgrades to Dana's credit rating could restrict our access to capital and increase financing costs. At December 31, 2024, Dana had consolidated debt obligations of $2,630, with cash and cash equivalents of $494 and unused revolving credit capacity of $1,140.
In addition, the payment of funds in the form of dividends, intercompany payments, tax sharing payments and otherwise may be subject to restrictions under the laws of the countries of incorporation of our subsidiaries or the by-laws of the subsidiary.
Our cash flow and our ability to meet our obligations depend on the cash flow of our subsidiaries. In addition, the payment of funds in the form of dividends, intercompany payments, tax sharing payments and otherwise may be subject to restrictions under the laws of the countries of incorporation of our subsidiaries or the by-laws of the subsidiary.
Historically, environmental costs related to our former and existing operations have not been material. However, there is no assurance that the costs of complying with current environmental laws and regulations, or those that may be adopted in the future, will not increase and adversely impact us.
However, there is no assurance that the costs of complying with current environmental laws and regulations, or those that may be adopted in the future, will not increase and adversely impact us.
Legislative and political activities within the countries where we conduct business, particularly in emerging markets and less developed countries, could adversely impact our ability to operate in those countries.
We operate in 30 countries around the world and we depend on significant foreign suppliers and customers. Legislative and political activities within the countries where we conduct business, particularly in emerging markets and less developed countries, could adversely impact our ability to operate in those countries.
At December 31, 2023, our net asset exposure related to Argentina was approximately $50, including $20 of net fixed assets.
At December 31, 2024, our net asset exposure related to Argentina was approximately $52, including $21 of net fixed assets.
We could be adversely impacted by the costs of environmental, health, safety and product liability compliance. Our operations are subject to environmental laws and regulations in the U.S. and other countries that govern emissions to the air; discharges to water; the generation, handling, storage, transportation, treatment and disposal of waste materials; and the cleanup of contaminated properties.
Our operations are subject to environmental laws and regulations in the U.S. and other countries that govern emissions to the air; discharges to water; the generation, handling, storage, transportation, treatment and disposal of waste materials; and the cleanup of contaminated properties. Historically, environmental costs related to our former and existing operations have not been material.
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We operate in 31 countries around the world and we depend on significant foreign suppliers and customers. Further, we have several growth initiatives that are targeting emerging markets like China and India.
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We may not realize any or all of our estimated cost savings, which would have a negative effect on our results of operations. On November 25, 2024, we announced cost reduction actions that include substantial reductions in selling, general and administrative costs across all the company’s businesses and engineering expenses.
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Any cost savings that we realize from such efforts may differ materially from our estimates, which involve risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such estimates.
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In addition, any cost savings that we realize may be offset, in whole or in part, by reductions in net sales, or through increases in other expenses. Our cost reduction actions are subject to numerous risks and uncertainties that may change at any time.
Added
(See Note 8 to our consolidated financial statements in Item 8 for additional information on redeemable noncontrolling interests.) We may fail to consummate or realize the value of dispositions and other strategic initiatives and such transactions and initiatives may be disruptive to our operations and adversely impact our results.
Added
We announced on November 25, 2024 strategic initiatives that included initiating the sale process for our Off-Highway business, however, there can be no assurance that the sale process for our Off-Highway business will result in a transaction.
Added
Factors that could cause this event not to occur include, but are not limited to, a failure to obtain necessary regulatory approvals, a deterioration in the Dana’s business or prospects, adverse developments in key markets, adverse developments in the U.S. or global capital markets, credit markets or economies generally or a failure to execute a sale of the Off-Highway business on acceptable terms.
Added
Moreover, any sale and separation process, including complex carve-out and transition activities, may be time consuming and disruptive to Dana’s business operations, could divert the attention of management and the Board from Dana’s business, could impair Dana’s ability to attract, retain and motivate key employees, could impact Dana’s relationships with suppliers and/or customers, could negatively affect Dana’s credit ratings and ability raise future capital and could expose Dana to potential litigation in connection with the sale process and the standalone business.
Added
If we are unable to effectively manage these risks, our results may be adversely affected. We could be adversely impacted by the costs of environmental, health, safety and product liability compliance.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThis facility and other facilities in the greater Detroit, Michigan and Maumee, Ohio areas house functions that have global or North American regional responsibility for finance and accounting, tax, treasury, risk management, legal, human resources, procurement and supply chain management, communications and information technology. We operate numerous other management, marketing and administrative facilities globally.
Biggest changeOur world headquarters is located in Maumee, Ohio. This facility and other facilities in the greater Detroit, Michigan and Maumee, Ohio areas house functions that have global or North American regional responsibility for finance and accounting, tax, treasury, risk management, legal, human resources, procurement and supply chain management, communications and information technology.
Item 2. Properties Light Vehicle Commercial Vehicle Off-Highway Power Technologies Total Manufacturing and assembly plants 31 19 19 19 88 As of December 31, 2023, we had eighty-eight major manufacturing and assembly plants. In addition, we had nine aftermarket sales and services facilities supporting our mobility customers and twenty-two service and assembly facilities supporting our stationary equipment customers.
Item 2. Properties Light Vehicle Commercial Vehicle Off-Highway Power Technologies Total Manufacturing and assembly plants 29 19 19 16 83 As of December 31, 2024, we had eighty-three major manufacturing and assembly plants. In addition, we had nine aftermarket sales and services facilities supporting our mobility customers and twenty-one service and assembly facilities supporting our stationary equipment customers.
Removed
We maintain eleven stand-alone technical and engineering centers in addition to fourteen technical and engineering centers housed within our manufacturing and assembly plants. Our world headquarters is located in Maumee, Ohio.
Added
We operate numerous other management, marketing and administrative facilities globally.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeLegal proceedings are also discussed in Note 15 to our consolidated financial statements in Item 8. 13 Table of Contents PART II
Biggest changeLegal proceedings are also discussed in Note 14 to our consolidated financial statements in Item 8. 13 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePerformance chart Index 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 Dana Incorporated $ 100.00 $ 136.92 $ 148.28 $ 176.24 $ 119.72 $ 118.86 S&P 500 100.00 131.49 155.68 200.37 164.08 207.21 Dow Jones US Auto Parts Index 100.00 127.43 149.74 181.18 133.28 133.22 Issuer's purchases of equity securities Our common stock share repurchase program expired on December 31, 2023.
Biggest changePerformance chart Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Dana Incorporated $ 100.00 $ 108.30 $ 128.71 $ 87.44 $ 86.81 $ 70.51 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 Dow Jones US Auto Parts Index 100.00 117.51 142.18 104.59 104.54 80.91 Issuer's purchases of equity securities No shares of our common stock were repurchased under the program during 2024.
Trading arrangements During the three months ended December 31, 2023, none of the Company’s directors or executive officers adopted, modified 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 agreement.
Trading arrangements During the three months ended December 31, 2024, none of the Company’s directors or executive officers adopted, modified 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 agreement.
The graph compares our performance to that of the Standard & Poor’s 500 Stock Index (S&P 500) and the Dow Jones US Auto Parts Index. The comparison assumes $100 was invested at the closing price on December 31, 2018. Each of the returns shown assumes that all dividends paid were reinvested.
The graph compares our performance to that of the Standard & Poor’s 500 Stock Index (S&P 500) and the Dow Jones US Auto Parts Index. The comparison assumes $100 was invested at the closing price on December 31, 2019. Each of the returns shown assumes that all dividends paid were reinvested.
Reference is made to the Equity Compensation Plan Information section of Item 12 for certain information regarding our equity compensation plans. Stockholder return The following graph shows the cumulative total shareholder return for our common stock since December 31, 2018.
Reference is made to the Equity Compensation Plan Information section of Item 12 for certain information regarding our equity compensation plans. Stockholder return The following graph shows the cumulative total shareholder return for our common stock since December 31, 2019.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market information Our common stock trades on the New York Stock Exchange (NYSE) under the symbol "DAN." Holders of common stock Based on reports by our transfer agent, there were approximately 2,370 registered holders of our common stock on February 2, 2024.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market information Our common stock trades on the New York Stock Exchange (NYSE) under the symbol "DAN." Holders of common stock Based on reports by our transfer agent, there were approximately 2,292 registered holders of our common stock on February 3, 2025.
Annual meeting We will hold an annual meeting of shareholders on April 24, 2024 .
Annual meeting We will hold an annual meeting of shareholders on April 24, 2025 .
Removed
No shares of our common stock were repurchased under the program during the fourth quarter of 2023.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOur sales backlog is balanced across all of our end markets. 18 Table of Contents Consolidated Results of Operations Summary Consolidated Results of Operations (2023 versus 2022) 2023 2022 % of % of Increase/ Dollars Net Sales Dollars Net Sales (Decrease) Net sales $ 10,555 $ 10,156 $ 399 Cost of sales 9,655 91.5 % 9,393 92.5 % 262 Gross margin 900 8.5 % 763 7.5 % 137 Selling, general and administrative expenses 549 5.2 % 495 4.9 % 54 Amortization of intangibles 13 14 (1 ) Restructuring charges, net 25 (1 ) 26 Impairment of goodwill (191 ) 191 Other income (expense), net 3 22 (19 ) Earnings before interest and income taxes 316 86 230 Loss on extinguishment of debt (1 ) (1 ) Interest income 17 11 6 Interest expense 154 128 26 Earnings (loss) before income taxes 178 (31 ) 209 Income tax expense 121 284 (163 ) Equity in earnings (loss) of affiliates (9 ) 4 (13 ) Net income (loss) 48 (311 ) 359 Less: Noncontrolling interests net income 22 15 7 Less: Redeemable noncontrolling interests net loss (12 ) (84 ) 72 Net income (loss) attributable to the parent company $ 38 $ (242 ) $ 280 Sales The following table shows changes in our sales by geographic region.
Biggest changeOur sales backlog is primarily attributable to our on-highway end markets. 17 Table of Contents Consolidated Results of Operations Summary Consolidated Results of Operations (2024 versus 2023) 2024 2023 % of % of Increase/ Dollars Net Sales Dollars Net Sales (Decrease) Net sales $ 10,284 $ 10,555 $ (271 ) Cost of sales 9,408 91.5 % 9,655 91.5 % (247 ) Gross margin 876 8.5 % 900 8.5 % (24 ) Selling, general and administrative expenses 524 5.1 % 549 5.2 % (25 ) Amortization of intangibles 13 13 Restructuring charges, net 76 25 51 Loss on disposal group previously held for sale (26 ) (26 ) Other income (expense), net (11 ) 3 (14 ) Earnings before interest and income taxes 226 316 (90 ) Loss on extinguishment of debt (1 ) 1 Interest income 15 17 (2 ) Interest expense 161 154 7 Earnings before income taxes 80 178 (98 ) Income tax expense 139 121 18 Equity in earnings (loss) of affiliates 10 (9 ) 19 Net income (loss) (49 ) 48 (97 ) Less: Noncontrolling interests net income 21 22 (1 ) Less: Redeemable noncontrolling interests net loss (13 ) (12 ) (1 ) Net income (loss) attributable to the parent company $ (57 ) $ 38 $ (95 ) Sales The following table shows changes in our sales by geographic region.
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. See additional discussion of redeemable noncontrolling interests in Note 9 of our consolidated financial statements in Item 8.
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. See additional discussion of redeemable noncontrolling interests in Note 8 of our consolidated financial statements in Item 8.
Reference is made to Note 1 of our consolidated financial statements in Item 8 for additional information. 17 Table of Contents 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.
Reference is made to Note 1 of our consolidated financial statements in Item 8 for additional information. 16 Table of Contents 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.
Financing initiatives Our current portfolio of unsecured senior notes is structured such that no more than $469 of senior notes comes due in any calendar year, with no maturities until the second quarter of 2025. In addition, during 2023 we extended the maturity of our $1,150 revolving credit facility to March 2028.
Financing initiatives Our current portfolio of unsecured senior notes is structured such that no more than $440 of senior notes comes due in any calendar year, with no maturities until the second quarter of 2025. In addition, during 2023 we extended the maturity of our $1,150 revolving credit facility to March 2028.
(6) This amount represents estimated 2024 minimum required contributions to our global defined benefit pension plans. We have not estimated pension contributions beyond 2024 due to the significant impact that return on plan assets and changes in discount rates might have on such amounts. (7) This amount represents estimated payments under our retiree health care programs.
(6) This amount represents estimated 2025 minimum required contributions to our global defined benefit pension plans. We have not estimated pension contributions beyond 2025 due to the significant impact that return on plan assets and changes in discount rates might have on such amounts. (7) This amount represents estimated payments under our retiree health care programs.
The following discussion of accounting estimates is intended to supplement the Summary of Significant Accounting Policies presented as Note 1 of our consolidated financial statements in Item 8. 26 Table of Contents Income taxes Accounting for income taxes is complex, in part because we conduct business globally and therefore file income tax returns in numerous tax jurisdictions.
The following discussion of accounting estimates is intended to supplement the Summary of Significant Accounting Policies presented as Note 1 of our consolidated financial statements in Item 8. 25 Table of Contents Income taxes Accounting for income taxes is complex, in part because we conduct business globally and therefore file income tax returns in numerous tax jurisdictions.
Under the terms of the sale agreement, we guarantee the affiliate’s performance under the leases, which run through June 2025, including approximately $6 of annual payments.
(Metalsa). Under the terms of the sale agreement, we guarantee the affiliate’s performance under the leases, which run through June 2025, including approximately $6 of annual payments.
Nonetheless, the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year. See additional discussion of our deferred tax assets and liabilities in Note 17 of our consolidated financial statements in Item 8.
Nonetheless, the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year. See additional discussion of our deferred tax assets and liabilities in Note 16 of our consolidated financial statements in Item 8.
The most likely factors that would significantly impact our forecasts are changes in customer production levels and loss of significant portions of our business. We believe that the assumptions and estimates used in the assessment of the goodwill and other indefinite-lived intangible assets as of October 31, 2021 were reasonable.
The most likely factors that would significantly impact our forecasts are changes in customer production levels and loss of significant portions of our business. We believe that the assumptions and estimates used in the assessment of the goodwill and other indefinite-lived intangible assets as of October 31, 2024 were reasonable.
See Note 13 to our consolidated financial statements in Item 8 for additional information. Other Initiatives Aftermarket opportunities We have a global group dedicated to identifying and developing aftermarket growth opportunities that leverage the capabilities within our existing businesses targeting increased future aftermarket sales.
See Note 12 to our consolidated financial statements in Item 8 for additional information. Other Initiatives Aftermarket opportunities We have a global group dedicated to identifying and developing aftermarket growth opportunities that leverage the capabilities within our existing businesses targeting increased future aftermarket sales.
In the case of legal contingencies, estimates are made of the likely outcome of legal proceedings and potential exposure where reasonably determinable based on the information presently known to us. New information and other developments in these matters could materially affect our recorded liabilities. 28 Table of Contents
In the case of legal contingencies, estimates are made of the likely outcome of legal proceedings and potential exposure where reasonably determinable based on the information presently known to us. New information and other developments in these matters could materially affect our recorded liabilities. 27 Table of Contents
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in millions) Discussion and analysis of our results of operations pertaining to 2022 compared to 2021 not included in this Form 10-K can be found in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2022.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in millions) Discussion and analysis of our results of operations pertaining to 2023 compared to 2022 not included in this Form 10-K can be found in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2023.
(2) Interest payments are based on long-term debt in place at December 31, 2023 and the interest rates applicable to such obligations. (3) Operating lease obligations, including interest, related to real estate, manufacturing and material handling equipment, vehicles and other assets. (4) Finance lease obligations, including interest, related to real estate and manufacturing and material handling equipment.
(2) Interest payments are based on long-term debt in place at December 31, 2024 and the interest rates applicable to such obligations. (3) Operating lease obligations, including interest, related to real estate, manufacturing and material handling equipment, vehicles and other assets. (4) Finance lease obligations, including interest, related to real estate and manufacturing and material handling equipment.
At December 31, 2023, 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.
At December 31, 2024, 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.
See Note 20 of our consolidated financial statements in Item 8 for additional details. Free Cash Flow We have defined free cash flow as cash provided by operating activities less purchases of property, plant and equipment.
See Note 19 of our consolidated financial statements in Item 8 for additional details. Free Cash Flow We have defined free cash flow as cash provided by operating activities less purchases of property, plant and equipment.
Rising discount rates decrease the present value of future pension obligations a 25 basis point increase in the discount rate would decrease our U.S. pension liability by about $11.
Rising discount rates decrease the present value of future pension obligations a 25 basis point increase in the discount rate would decrease our U.S. pension liability by about $10.
Excluded from this table are $112 of undiscounted minimum lease payments for leases that have not yet commenced. See Note 7 of our consolidated financial statements in Item 8 for additional discussion. (5) Unconditional purchase obligations are comprised of commitments for the procurement of fixed assets, the purchase of raw materials and the fulfillment of other contractual obligations.
Excluded from this table are $52 of undiscounted minimum lease payments for leases that have not yet commenced. See Note 6 of our consolidated financial statements in Item 8 for additional discussion. (5) Unconditional purchase obligations are comprised of commitments for the procurement of fixed assets, the purchase of raw materials and the fulfillment of other contractual obligations.
We believe this method is a more precise measurement of interest and service costs by improving the correlation between the projected cash flows and the corresponding interest rates. The determination of the projected benefit obligation at year end is unchanged. At December 31, 2023, we have $136 of unrecognized losses relating to our U.S. pension plans.
We believe this method is a more precise measurement of interest and service costs by improving the correlation between the projected cash flows and the corresponding interest rates. The determination of the projected benefit obligation at year end is unchanged. At December 31, 2024 , we have $135 of unrecognized losses relating to our U.S. pension plans.
Except for three quarters in 2020, when we temporarily suspended dividends to common shareholders in response to the global COVID pandemic, we have paid quarterly dividends to our common shareholders since the first quarter of 2012. We also utilize share repurchases to provide returns to our shareholders. We repurchased $25 and $23 of common shares in 2022 and 2021, respectively.
Except for three quarters in 2020, when we temporarily suspended dividends to common shareholders in response to the global COVID pandemic, we have paid quarterly dividends to our common shareholders since the first quarter of 2012. We also utilize share repurchases to provide returns to our shareholders. We repurchased $25 common shares in 2022.
U.S. retirement plans Our U.S. defined benefit pension plans comprise 62% of our consolidated defined benefit pension obligations at December 31, 2023. These plans are frozen and no service-related costs are being incurred. Changes in our net obligations are principally attributable to changing discount rates and the performance of plan assets.
U.S. retirement plans Our U.S. defined benefit pension plans comprise 63% of our consolidated defined benefit pension obligations at December 31, 2024 . These plans are frozen and no service-related costs are being incurred. Changes in our net obligations are principally attributable to changing discount rates and the performance of plan assets.
Although sales in South Africa are less than 5% 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 2023, decreasing 2023 sales by $9. A weaker Indian rupee, South African rand and Chinese renminbi were partially offset by a stronger euro and Brazilian real.
Although sales in South Africa are less than 5% 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 2024, decreasing 2024 sales by $49. A weaker Brazilian real, Chinese renminbi and Indian rupee, were partially offset by a stronger euro.
See Note 12 of our consolidated financial statements in Item 8 for additional discussion of our pension and OPEB obligations. 27 Table of Contents Acquisitions From time to time, we make strategic acquisitions that have a material impact on our consolidated results of operations or financial position.
See Note 11 of our consolidated financial statements in Item 8 for additional discussion of our pension and OPEB obligations. 26 Table of Contents Acquisitions From time to time, we make strategic acquisitions that have a material impact on our consolidated results of operations or financial position.
We use the average remaining service period of active participants unless almost all of the plan’s participants are inactive, in which case we use the average remaining life expectancy of inactive participants. Based on the current funded status of our U.S. plans, we expect to make contributions of $7 during 2024.
We use the average remaining service period of active participants unless almost all of the plan’s participants are inactive, in which case we use the average remaining life expectancy of inactive participants. Based on the current funded status of our U.S. plans, we expect to make contributions of $5 during 2025.
Determining whether a triggering event has occurred, performing the impairment analysis and estimating the fair value of the assets require numerous assumptions and a considerable amount of management judgment. Investments in affiliates We had aggregate investments in affiliates of $123 at December 31, 2023 and $136 at December 31, 2022.
Determining whether a triggering event has occurred, performing the impairment analysis and estimating the fair value of the assets require numerous assumptions and a considerable amount of management judgment. Investments in affiliates We had aggregate investments in affiliates of $126 at December 31, 2024 and $123 at December 31, 2023 .
Among our operational and strategic initiatives are increased focus on and investment in product technology delivering products and technology that are key to bringing solutions to issues of paramount importance to our customers.
Among our operational and strategic initiatives is continued focus on and investment in product technology delivering products and technology that are key to bringing solutions to issues of paramount importance to our customers.
The components of our December 31, 2023 consolidated cash balance were as follows: U.S. Non-U.S.
The components of our December 31, 2024 consolidated cash balance were as follows: U.S. Non-U.S.
(8) We are not able to reasonably estimate the timing of payments related to uncertain tax positions because the timing of settlement is uncertain. The above table does not reflect unrecognized tax benefits at December 31, 2023 of $125. See Note 17 of our consolidated financial statements in Item 8 for additional discussion.
(8) We are not able to reasonably estimate the timing of payments related to uncertain tax positions because the timing of settlement is uncertain. The above table does not reflect unrecognized tax benefits at December 31, 2024 of $112. See Note 16 of our consolidated financial statements in Item 8 for additional discussion.
The following table summarizes our significant contractual obligations as of December 31, 2023 .
The following table summarizes our significant contractual obligations as of December 31, 2024.
Based on the most recent analysis of projected portfolio returns, we concluded that the use of a 5.75% expected return in 2024 is appropriate for our U.S. pension plans. See Note 12 to our consolidated financial statements in Item 8 for information about the investing and allocation objectives related to our U.S. pension plan assets.
Based on the most recent analysis of projected portfolio returns, we concluded that the use of a 6.00% expected return in 2025 is appropriate for our U.S. pension plans. See Note 11 to our consolidated financial statements in Item 8 for information about the investing and allocation objectives related to our U.S. pension plan assets.
Material cost changes will customarily have some impact on our financial results as customer pricing adjustments typically lag commodity price changes. Lower commodity prices increased year-over-year earnings by $51 in 2023. Material recovery pricing actions decreased year-over-year earnings by $2 in 2023.
Material cost changes will customarily have some impact on our financial results as customer pricing adjustments typically lag commodity price changes. Lower commodity prices increased year-over-year earnings by $13 in 2024. Material recovery pricing actions decreased year-over-year earnings by $53 in 2024.
We have a diverse customer base and geographic footprint which minimizes our exposure to individual market and segment declines. In 2023, 45% of our sales came from North American operations and 55% from operations throughout the rest of the world.
We have a diverse customer base and geographic footprint which minimizes our exposure to individual market and segment declines. In 2024, 48% of our sales came from North American operations and 52% from operations throughout the rest of the world.
Our sales in Argentina for 2023 of approximately $215 are 2% of our consolidated sales and our net asset exposure related to Argentina was approximately $50, including $20 of net fixed assets, at December 31, 2023. During the second quarter of 2018, we determined that Argentina's economy met the GAAP definition of a highly inflationary economy.
Our sales in Argentina for 2024 of approximately $227 are 2% of our consolidated sales and our net asset exposure related to Argentina was approximately $52, including $21 of net fixed assets, at December 31, 2024. During the second quarter of 2018, we determined that Argentina's economy met the GAAP definition of a highly inflationary economy.
Foreign currency With 57% of our 2023 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 and India accounted for 50% and 10% of our 2023 non-U.S. sales, respectively, while Brazil and China both accounted for 8%.
Foreign currency With 55% of our 2024 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 and India accounted for 47% and 10% of our 2024 non-U.S. sales, respectively, while Brazil and China accounted for 9% and 8%, respectively.
The recovery of non-material inflation is not specifically provided for in our current contracts with customers resulting in prolonged negotiations and indeterminate recoveries. 19 Table of Contents Selling, general and administrative expenses (SG&A) SG&A expenses in 2023 were $549 (5.2% of sales) as compared to $495 (4.9% of sales) in 2021.
The recovery of non-material inflation is not specifically provided for in our current contracts with customers resulting in prolonged negotiations and indeterminate recoveries. 18 Table of Contents Selling, general and administrative expenses (SG&A) SG&A expenses in 2024 were $524 (5.1% of sales) as compared to $549 (5.2% of sales) in 2023.
Pricing actions, including material commodity price and inflationary cost adjustments, increased sales by $409.
Pricing actions and recoveries, including material commodity price and inflationary cost adjustments, increased sales by $94.
Continge ncies For a summary of litigation and other contingencies, see Note 15 of our consolidated financial statements in Item 8.
Contingencies For a summary of litigation and other contingencies, see Note 14 of our consolidated financial statements in Item 8.
A 5% change on the Chinese renminbi, Indian rupee or Brazilian real rates would impact our annual sales in each of those countries by approximately $30. At our current sales outlook for 2024, we expect full year 2024 adjusted EBITDA to approximate $875 to $975.
A 5% change on the Chinese renminbi, Indian rupee or Brazilian real rates would impact our annual sales in each of those countries by approximately $25. At our current sales outlook for 2025, we expect full year 2025 adjusted EBITDA to approximate $925 to $1,025.
The $1 loss on extinguishment of debt is comprised of the write-off of previously deferred financing costs associated with the April 2025 Notes. See Note 13 of our consolidated financial statements in Item 8 for additional information.
Loss on extinguishment of debt On June 9, 2023 we redeemed $200 of our April 2025 Notes. The $1 loss on extinguishment of debt is comprised of the write-off of previously deferred financing costs associated with the April 2025 Notes. See Note 12 of our consolidated financial statements in Item 8 for additional information.
Other income (expense), net The following table shows the major components of other income (expense), net. 2023 2022 Non-service cost components of pension and OPEB costs $ (13 ) $ (7 ) Government assistance 16 8 Foreign exchange gain (loss) (13 ) 4 Strategic transaction expenses (5 ) (8 ) Other, net 18 25 Other income (expense), net $ 3 $ 22 We continue to account for Argentina as a highly inflationary economy and remeasure the financial statements of our Argentine subsidiaries as if their functional currency was the U.S. dollar.
Other income (expense), net The following table shows the major components of other income (expense), net. 2024 2023 Non-service cost components of pension and OPEB costs $ (18 ) $ (13 ) Government assistance 11 16 Foreign exchange gain (loss) (11 ) (13 ) Strategic transaction expenses (9 ) (5 ) Loss on sale of property, plant and equipment (6 ) (1 ) Other, net 22 19 Other income (expense), net $ (11 ) $ 3 We continue to account for Argentina as a highly inflationary economy and remeasure the financial statements of our Argentine subsidiaries as if their functional currency was the U.S. dollar.
These relationships are strengthened as we are physically located where we need to be in order to provide unparalleled service, and we are prioritizing our customers’ needs as we engineer solutions that differentiate their products, while making it easier to do business with Dana by digitizing their experience.
These relationships are strengthened as we are physically located where we need to be in order to provide unparalleled service. We prioritize our customers’ needs as we engineer solutions that differentiate their products while making it easier to do business by streamlining our commercial organization.
At December 31, 2023, our sales backlog of net new business for the 2024 through 2026 period was $950. We expect to realize $350 of our sales backlog in 2024, with incremental sales backlog of $300 being realized in both 2025 and 2026.
At December 31, 2024, our sales backlog of net new business for the 2025 through 2027 period was $650. We expect to realize $150 of our sales backlog in 2025, with incremental sales backlog of $300 and $200 being realized in 2026 and 2027, respectively.
Equity in earnings of affiliates Net earnings (loss) from equity investments was a loss of $9 in 2023 and earnings of $4 in 2022. Equity in loss of Dongfeng Dana Axle Co., Ltd. (DDAC) was $16 in 2023 and $1 in 2022.
Equity in earnings of affiliates Net earnings (loss) from equity investments was earnings of $10 in 2024 and a loss of $9 in 2023. Net earnings (loss) from Dongfeng Dana Axle Co., Ltd. (DDAC) were earnings of $3 in 2024 and a loss of $16 in 2023.
The following table reconciles net cash flows provided by operating activities to free cash flow. 2023 2022 Net cash provided by operating activities $ 476 $ 649 Purchases of property, plant and equipment (501 ) (440 ) Free cash flow $ (25 ) $ 209 23 Table of Contents Liquidity The following table provides a reconciliation of cash and cash equivalents to liquidity, a non-GAAP measure, at December 31, 2023: Cash and cash equivalents $ 529 Additional cash availability from Revolving Facility 1,141 Total liquidity $ 1,670 We had availability of $1,141 at December 31, 2023 under our Revolving Facility after deducting $9 of outstanding letters of credit.
The following table reconciles net cash flows provided by operating activities to free cash flow. 2024 2023 Net cash provided by operating activities $ 450 $ 476 Purchases of property, plant and equipment (380 ) (501 ) Free cash flow $ 70 $ (25 ) 22 Table of Contents Liquidity The following table provides a reconciliation of cash and cash equivalents to liquidity, a non-GAAP measure, at December 31, 2024: Cash and cash equivalents $ 494 Additional cash availability from Revolving Facility 1,140 Total liquidity $ 1,634 We had availability of $1,140 at December 31, 2024 under our Revolving Facility after deducting $10 of outstanding letters of credit.
Partially offsetting these performance-related earnings increases were inflationary cost increases of $34, higher program launch costs of $6, higher incentive compensation of $6, increased spending on electrification initiatives of $7, operational inefficiencies of $7 and commodity cost increases of $2. 22 Table of Contents Non-GAAP Financial Measures Adjusted EBITDA We have defined adjusted EBITDA as net income (loss) 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.).
These performance-related earnings increases were partially offset by operational inefficiencies of $18, inflationary cost increases of $12, commodity cost increases of $4 and higher warranty expense of $1. 21 Table of Contents Non-GAAP Financial Measures Adjusted EBITDA We have defined adjusted EBITDA as net income (loss) 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.).
Based on our current sales and exchange rate outlook for 2023, we expect overall stability in international currencies with a modest headwind to sales primarily due to a weaker euro, Chinese renminbi and Thai baht. At sales levels in our current outlook for 2024, a 5% movement on the euro would impact our annual sales by approximately $140.
Based on our current sales and exchange rate outlook for 2025, we expect international currencies to be a modest headwind to sales primarily due to a weaker euro. At sales levels in our current outlook for 2025, a 5% movement on the euro would impact our annual sales by approximately $120.
Power Technologies Segment Segment EBITDA Sales EBITDA Margin 2022 $ 1,141 $ 94 8.2 % Volume and mix 45 (12 ) Performance 54 6 Currency effects 3 1 2023 $ 1,243 $ 89 7.2 % Power Technologies primarily serves the light-vehicle market but also sells product to the medium/heavy-truck and off-highway markets.
Power Technologies Segment Segment EBITDA Sales EBITDA Margin 2023 $ 1,243 $ 89 7.2 % Volume and mix 32 (12 ) Performance 18 15 Currency effects (5 ) 2024 $ 1,288 $ 92 7.1 % Power Technologies primarily serves the light-vehicle market but also sells product to the medium/heavy-truck and off-highway markets.
During 2023, we paid financing costs of $2 to amend our credit and guaranty agreement, extending the Revolving Facility maturity to March 14, 2028. We used cash of $58 in both 2023 and 2022 for dividend payments to common stockholders. We used cash of $25 to repurchase common shares under our share repurchase program during 2022.
Also during 2023, we redeemed $200 of our April 2025 Notes. During 2023, we paid financing costs of $2 to amend our credit and guaranty agreement, extending the Revolving Facility maturity to March 14, 2028. We used cash of $58 in both 2024 and 2023 for dividend payments to common stockholders.
Total Cash and cash equivalents $ $ 399 $ 399 Cash and cash equivalents held at less than wholly-owned subsidiaries 3 127 130 Consolidated cash balance $ 3 $ 526 $ 529 A portion of the non-U.S. cash and cash equivalents is utilized for working capital and other operating purposes.
Total Cash and cash equivalents $ $ 385 $ 385 Cash and cash equivalents held at less than wholly-owned subsidiaries 5 104 109 Consolidated cash balance $ 5 $ 489 $ 494 A portion of the non-U.S. cash and cash equivalents is utilized for working capital and other operating purposes.
Commodity cost are primarily driven by certain grades of steel and aluminum. Non-material inflation includes higher labor, energy and transportation rates. Gross margin of $900 for 2023 increased $137 from 2022. Gross margin as a percent of sales was 8.5% in 2023, 100 basis points higher than in 2022.
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 $876 for 2024 decreased $24 from 2023. Gross margin as a percent of sales was 8.5% in both 2024 and 2023.
Year-over-year North America full-frame light-truck production decreased 2% while light-truck production in Europe, South America and Asia Pacific increased 16%, 7% and 13%, respectively. Net customer pricing and cost recovery actions increased year-over-year sales by $184. Light Vehicle segment EBITDA increased by $54 in 2023. Lower sales volumes decreased year-over-year earnings by $16 (8% decremental margin).
Year-over-year North America full-frame light-truck production increased 1% while light-truck production in Europe decreased 2%. Year-over-year South America and Asia Pacific light-truck production increased 7% and 1%, respectively. Net customer pricing and cost recovery actions increased year-over-year sales by $90. Light Vehicle segment EBITDA increased by $102 in 2024.
Year-over-year North America Class 8 production was up 8% while Classes 5-7 was up 9%. Year-over-year medium/heavy-truck production in Europe was up 17% while medium/heavy-truck production in South America was down 32%. Net customer pricing and cost recovery actions increased year-over-year sales by $76. Commercial Vehicle segment EBITDA increased by $44 in 2023.
Year-over-year Class 8 production in North America was down 3% while Classes 5-7 were up 4%. Year-over-year medium/heavy-truck production in Europe and Asia Pacific were down 23% and 5%, respectively, while medium/heavy-truck production in South America was up 41%. Net customer pricing and cost recovery actions increased year-over-year sales by $8. Commercial Vehicle segment EBITDA decreased $20 in 2024.
The Commercial Vehicle segment supports the OEMs of on-highway commercial vehicles (primarily trucks and buses), while our Off-Highway segment supports OEMs of off-highway vehicles (primarily wheeled vehicles used in construction, mining and agricultural applications). 16 Table of Contents Trends in Our Markets We serve our customers in three core global end markets: light vehicle, primarily full frame trucks and SUVs; commercial vehicle, including medium-and heavy-duty trucks and busses; and off-highway, including construction, mining, and agriculture equipment.
The OEM-facing business will be integrated into our Light Vehicle segment while the aftermarket business will be integrated into our Commercial Vehicle segment. 15 Table of Contents Trends in Our Markets We serve our customers in three core global end markets: light vehicle, primarily full frame trucks and SUVs; commercial vehicle, including medium-and heavy-duty trucks and busses; and off-highway, including construction, mining, and agriculture equipment.
The agriculture equipment market is the third of our key off-highway segments. Like the underground mining segment, investment in agriculture equipment is primarily driven by prices for farm commodities. Farm commodity price decreases in 2023 spurred a 2% decrease in agriculture equipment production. The outlook for 2024 is for global end-market demand to remain relatively flat with the prior year.
Like the underground mining segment, investment in agriculture equipment is primarily driven by prices for farm commodities. Farm commodity price decreases in 2024 spurred a 8% decrease in agriculture equipment production. The outlook for 2025 is for a moderate decrease in global end-market demand relative to the prior year.
The following table provides a reconciliation of net income (loss) to adjusted EBITDA. 2023 2022 Net income (loss) $ 48 $ (311 ) Equity in earnings (loss) of affiliates (9 ) 4 Income tax expense 121 284 Earnings (loss) before income taxes 178 (31 ) Depreciation and amortization 416 388 Restructuring charges, net 25 (1 ) Interest expense, net 137 117 Loss on extinguishment of debt 1 Distressed supplier costs 44 Impairment of goodwill 191 Other* 44 36 Adjusted EBITDA $ 845 $ 700 * Other includes stock compensation expense, non-service cost components of pension and OPEB costs, strategic transaction expenses and other items.
The following table provides a reconciliation of net income (loss) to adjusted EBITDA. 2024 2023 Net income (loss) $ (49 ) $ 48 Equity in earnings (loss) of affiliates 10 (9 ) Income tax expense 139 121 Earnings before income taxes 80 178 Depreciation and amortization 422 416 Restructuring charges, net 76 25 Interest expense, net 146 137 Loss on extinguishment of debt 1 Supplier capacity charge 46 Distressed supplier costs 44 Loss on disposal group previously held for sale 26 Other* 89 44 Adjusted EBITDA $ 885 $ 845 * Other includes stock compensation expense, non-service cost components of pension and OPEB costs, strategic transaction expenses and other items.
Partially offsetting these performance-related earnings increases were inflationary cost increases of $187, higher incentive compensation of $12, higher program launch costs of $6 and higher spending on electrification initiatives of $16.
Offsetting these performance-related earnings increases were inflationary cost increases of $134 and higher spending on electrification initiatives of $16.
The outlook for 2024 is for weakening demand with production down moderately from 2023 levels driven by lower year-over-year freight volumes and rates. Medium-duty truck production in North America experienced a modest 9% year-over-year increase from 2022. The outlook for 2024 is for a modest decrease in production over the prior year.
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 moderate decrease in production from the prior year.
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.
The 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 abating during 2024, gross margin was negatively impacted by net material cost recoveries on both a dollar and percentage basis.
The year-over-year performance-related earnings increase was driven by net customer pricing and cost recovery actions of $95, material cost savings of $33, lower premium freight costs of $14 and commodity cost decreases of $14.
The year-over-year performance-related earnings increase was driven by higher material cost savings of $27, lower spending on electrification initiatives of $24, lower premium freight costs of $9, net customer pricing and cost recovery actions of $8, lower incentive compensation expense of $8 and commodity cost decreases of $2.
The year-over-year performance-related earnings increase was driven by net customer pricing and cost recovery actions of $54, material cost savings of $13 and lower premium freight costs of $1.
The year-over-year performance-related earnings increase was driven by higher material cost savings of $22, net customer pricing and cost recovery actions of $18, lower incentive compensation expense of $5, lower program launch costs of $2, lower spending on electrification initiatives of $2 and lower premium freight costs of $1.
The year-over-year performance-related earnings increase was driven by net customer pricing and cost recovery actions of $184, commodity cost decreases of $40, material costs savings of $35, lower premium freight costs of $21, lower warranty expense of $3 and operational efficiencies of $13.
The year-over-year performance-related earnings increase was driven by net customer pricing and cost recovery actions of $90, operational efficiencies of $62, higher material cost savings of $50, lower premium freight costs of $16, lower program launch costs of $10, lower incentive compensation expense of $8 and commodity cost decreases of $2.
Power Technologies sales in 2023, exclusive of currency effects, were 9% higher than 2022 reflecting improved North America and Europe markets, the conversion of sales backlog and the benefit of net customer pricing and cost recovery actions. Year-over-year North America light-vehicle engine production was up 12% while Europe light-vehicle engine production was up 10%.
Power Technologies sales in 2024, exclusive of currency effects, were 4% higher than 2023, reflecting the conversion of sales backlog and the benefit of net customer pricing actions, partially offset by weaker global markets. Year-over-year light vehicle engine production in North America and Europe were down 1% and 5%, respectively.
Partially offsetting these performance-related earnings increases were operational inefficiencies of $60, inflationary cost increases of $22, higher program launch costs of $9, higher incentive compensation of $9, higher warranty costs of $8 and commodity cost increases of $1. 21 Table of Contents Off-Highway Segment Segment EBITDA Sales EBITDA Margin 2022 $ 2,946 $ 404 13.7 % Volume and mix 131 37 Performance 95 24 Currency effects 13 2023 $ 3,185 $ 465 14.6 % Off-Highway sales in 2023, exclusive of currency effects, were 8% higher than 2022 reflecting strong global markets, the conversion of sales backlog and the benefit of net customer pricing and cost recovery actions.
Partially offsetting these performance-related earnings increases were inflationary cost increases of $19, operational inefficiencies of $16, higher warranty expense of $6 and higher program launch costs of $1. 20 Table of Contents Off-Highway Segment Segment EBITDA Sales EBITDA Margin 2023 $ 3,185 $ 465 14.6 % Volume and mix (387 ) (110 ) Divestiture (5 ) Performance (22 ) 65 Currency effects (4 ) (1 ) 2024 $ 2,767 $ 419 15.1 % Off-Highway sales in 2024, exclusive of currency and divestiture effects, were 13% lower than 2023 reflecting softening global markets and the impact of net customer pricing and cost recovery actions.
Any potential acquisition will be evaluated in the same manner we currently consider customer program opportunities and other uses of capital with a disciplined financial approach designed to ensure profitable growth and increased shareholder value. Acquisitions We have actively grown our electric vehicle capabilities through multiple acquisitions, positioning us to deliver complete e-Propulsion systems with in-house electrodynamics.
Any potential acquisition will be evaluated in the same manner we currently consider customer program opportunities and other uses of capital with a disciplined financial approach designed to ensure profitable growth and increased shareholder value. Segments Through December 2024, we managed our operations globally through four operating segments.
Net customer pricing and cost recovery actions increased year-over-year sales by $54. Power Technologies segment EBITDA decreased by $5 in 2023. Unfavorable product mix resulted in decremental margins on higher year-over-year sales volumes in 2023.
Net customer pricing and cost recovery actions increased year-over-year sales by $18. Power Technologies segment EBITDA increased by $3 in 2024. The EBITDA benefit of higher sales volumes was offset by unfavorable product mix in 2024.
Production of medium- and heavy-duty trucks in Asia Pacific, driven by China and India, increased 18% in 2023. The 2024 outlook for Asia Pacific is for a modest increase 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 a modest decrease in production from the prior year. Production of medium- and heavy-duty trucks in Asia Pacific, driven by China and India, decreased 5% in 2024.
Sales, Earnings and Cash Flow Outlook 2024 Outlook 2023 2022 2021 Sales $10,650 - $11,150 $ 10,555 $ 10,156 $ 8,945 Adjusted EBITDA $875 - $975 $ 845 $ 700 $ 795 Net cash provided by operating activities $475 - $525 $ 476 $ 649 $ 158 Purchases of property, plant and equipment ~4% of sales $ 501 $ 440 $ 369 Free Cash Flow $25 - $75 $ (25 ) $ 209 $ (211 ) Adjusted EBITDA and free cash flow are non-GAAP financial measures.
Sales, Earnings and Cash Flow Outlook 2025 Outlook 2024 2023 2022 Sales $9,525 - $10,025 $ 10,284 $ 10,555 $ 10,156 Adjusted EBITDA $925 - $1,025 $ 885 $ 845 $ 700 Net cash provided by operating activities $500 - $600 $ 450 $ 476 $ 649 Purchases of property, plant and equipment ~3% of sales $ 380 $ 501 $ 440 Free Cash Flow $175 - $275 $ 70 $ (25 ) $ 209 Adjusted EBITDA and free cash flow are non-GAAP financial measures.
The year-over-year decrease is primarily attributable to the impact of higher year-over-year operating earnings being offset by lower year-over-year dividends received from equity-method investments, higher year-over-year cash paid for interest and income taxes and higher year-over-year cash payments made to distressed supplier. Working capital provided cash of $70 and $199 in 2023 and 2022, respectively.
Operating activities Exclusive of working capital, other cash provided by operations was $423 in 2024 and $406 in 2023. The year-over-year increase is primarily attributable to the impact of higher year-over-year operating earnings and lower year-over-year cash payments made to a distressed supplier, partially offset by higher year-over-year cash paid for interest, income taxes and restructuring activities.
Hydro-Québec made cash contributions to Dana TM4 of $22 in 2023 and $51 in 2022. 25 Table of Contents Off-Balance Sheet Arrangements In connection with the divestiture of our Structural Products business in 2010, leases covering three U.S. facilities were assigned to a U.S. affiliate of the new owner, Metalsa S.A. de C.V. (Metalsa).
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. 24 Table of Contents Off-Balance Sheet Arrangements In connection with the divestiture of our Structural Products business in 2010, leases covering three U.S. facilities were assigned to a U.S. affiliate of the new owner, Metalsa S.A. de C.V.
Off-highway markets Our off-highway business has a large presence outside of North America, with 68% of its 2023 sales coming from products manufactured in Europe; however, a large portion of these products are utilized in vehicle production outside the region. The construction equipment segment of the off-highway market is closely related to global economic growth and infrastructure investment.
The 2025 outlook for Asia Pacific is for a modest increase in production from the prior year. Off-highway markets Our off-highway business has a large presence outside of North America, with 65% of its 2024 sales coming from products manufactured in Europe; however, a large portion of these products are utilized in vehicle production outside the region.
Our Light Vehicle and Power Technologies segments primarily support light vehicle original equipment manufacturers (OEMs) with products for light trucks, SUVs, CUVs, vans and passenger cars.
Our Light Vehicle and Power Technologies segments primarily support light vehicle original equipment manufacturers (OEMs) with products for light trucks, SUVs, CUVs, vans and passenger cars. Our Commercial Vehicle segment supports the OEMs of on-highway commercial vehicles (primarily trucks and buses), while our Off-Highway segment supports OEMs of off-highway vehicles (primarily wheeled vehicles used in construction, mining and agricultural applications).
Commercial Vehicle Segment Segment EBITDA Sales EBITDA Margin 2022 $ 1,979 $ 43 2.2 % Volume and mix 32 18 Performance 76 29 Currency effects 5 (3 ) 2023 $ 2,092 $ 87 4.2 % Commercial Vehicles sales in 2023, exclusive of currency effects, were 5% higher than 2022 reflecting improved North America and Europe markets, the conversion of sales backlog and the benefit of net customer pricing and cost recovery actions, partially offset by a weaker South America market.
Commercial Vehicle Segment Segment EBITDA Sales EBITDA Margin 2023 $ 2,092 $ 87 4.2 % Volume and mix (61 ) (53 ) Performance 8 36 Currency effects (34 ) (3 ) 2024 $ 2,005 $ 67 3.3 % Commercial Vehicle sales in 2024, exclusive of currency effects, were 3% lower than 2023 reflecting mixed global markets being partially offset by the conversion of sales backlog and net customer pricing and cost recovery actions.
The year-over-year decrease in DDAC's earnings was primarily due to valuation allowances being recorded against certain deferred tax assets. 20 Table of Contents Segment Results of Operations (2023 versus 2022) Light Vehicle Segment Segment EBITDA Sales EBITDA Margin 2022 $ 4,090 $ 158 3.9 % Volume and mix (209 ) (16 ) Performance 184 75 Currency effects (30 ) (5 ) 2023 $ 4,035 $ 212 5.3 % Light Vehicle sales in 2023, exclusive of currency effects, were 1% lower than 2022 reflecting generally stronger global markets, the conversion of sales backlog and the benefit of net customer pricing and cost recovery actions being offset by a customer program ending in 2022 and labor strikes during the fourth quarter of 2023 by the UAW at the U.S. operations of certain of our customers.
DDAC’s 2023 results were negatively impacted by valuation allowances being recorded against certain deferred tax assets. 19 Table of Contents Segment Results of Operations (2024 versus 2023) Light Vehicle Segment Segment EBITDA Sales EBITDA Margin 2023 $ 4,035 $ 212 5.3 % Volume and mix 105 16 Performance 90 88 Currency effects (6 ) (2 ) 2024 $ 4,224 $ 314 7.4 % Light Vehicle sales in 2024, exclusive of currency effects, were 5% higher than 2023, reflecting a full year of production on a full-frame light-truck customer program that launched and was ramping up production in the first quarter of 2023, the conversion of sale backlog and the benefit of net customer pricing and cost recovery actions, partially offset by mixed global markets.
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. Our 2024 sales outlook is $10,650 to $11,150, reflecting a modest improvement in global market demand and $350 of net new business backlog.
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. On November 25, 2024, we announced that we are pursuing a sale of our Off-Highway business.
Cash of $12 was provided by receivables in 2023 while cash of $81 was used to finance receivables in 2022. Cash of $42 and $99 was used to fund higher inventory levels during 2023 and 2022, respectively. Increases in accounts payable and other net liabilities provided cash of $100 and $379 in 2023 and 2022, respectively.
Working capital provided cash of $27 in 2024 and $70 in 2023. Cash of $94 and $12 was provided by receivables in 2024 and 2023, respectively. Cash of $55 was provided by lower inventory levels in 2024 while cash of $42 was used to fund higher inventory levels during 2023.
Financing activities During 2023 and 2022, we had net repayments of $25 and net borrowings of $25 on our Revolving Facility. During 2023, we completed the issuance of €425 of our July 2031 Notes, paying financings costs of $7. Also during 2023, we redeemed $200 of our April 2025 Notes.
Elevated capital spending in 2023 was driven by the high volume of new program launches in that year. Financing activities During 2023, we made net repayments of $25 on our Revolving Facility. During 2023, we completed the issuance of €425 of our July 2031 Notes, paying financings costs of $7.
Operational and Strategic Initiatives Our enterprise strategy builds on our strong technology foundation and leverages our resources across the organization while driving a customer-centric focus, expanding our global markets, and delivering innovative solutions as we evolve into the era of vehicle electrification. Central to our strategy is leveraging our core operations.
Our sales by operating segment were Light Vehicle 41%, Commercial Vehicle 19%, Off-Highway 27% and Power Technologies 13%. Operational and Strategic Initiatives Our strategy builds on our strong technology foundation and leverages our resources across the organization while driving a customer-centric focus, expanding our global markets, and delivering innovative solutions for the mobility markets we serve.
During 2023, light-truck markets improved across all regions except North America, which was negatively impacted by labor strikes during the fourth quarter of 2024 at the U.S. operations of several original equipment manufacturers. The outlook for the full year of 2024 reflects global light-truck production being relatively stable across all regions in comparison with the prior year.
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 production being relatively stable across all regions in comparison with the prior year.
The foreign exchange loss in 2023 was primarily due to the Argentine government significantly devaluing the Argentine peso during the fourth quarter of 2023. Strategic transaction expenses relate primarily to costs incurred in connection with acquisition and divestiture related activities, including costs to complete the transaction and post-closing integration costs.
Strategic transaction expenses 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. Strategic transaction expenses in 2024 and 2023 were primarily attributable to investigating potential acquisitions and business ventures, divestitures and other strategic initiatives.
Weaker international currencies reduced sales by $9, principally due to a weaker Indian rupee, South African rand and Chinese renminbi, partially offset by a stronger euro and Brazilian real. The organic sales increase of $408, or 4%, resulted from improved overall market demand and the conversion of sales backlog.
Weaker international currencies decreased sales by $49, principally due to a weaker Brazilian real, Chinese renminbi and Indian rupee, partially offset by a stronger euro.
End-user investment in the mining equipment segment is driven by prices for commodity products produced by underground mining. The global mining equipment market has been mostly stable over the past several years as industry participants have maintained vehicle inventory levels to match commodity output, and this trend is expected to continue in 2024.
The global mining equipment market has been mostly stable over the past several years as industry participants have maintained vehicle inventory levels to match commodity output. The outlook for 2025 is for a modest decline in global production from the prior year. The agriculture equipment market is the third of our key off-highway segments.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe following table summarizes the sensitivity of the fair value of our derivative instruments, including forward contracts and currency swaps, at December 31, 2023 to a 10% change in foreign exchange rates. 10% Increase 10% Decrease in Rates in Rates Gain (Loss) Gain (Loss) Foreign currency rate sensitivity: Currency swaps $ (65 ) $ 65 Forward contracts $ (67 ) $ 78 At December 31, 2023, of the $1,757 total notional amount of foreign currency derivatives, approximately 56% represents the aggregate of fixed-to-fixed cross-currency interest rate swaps while the remaining 44% primarily represents forward contracts associated with our forecasted foreign currency-denominated sales and purchase transactions.
Biggest changeThe following table summarizes the sensitivity of the fair value of our derivative instruments, including forward contracts and currency swaps, at December 31, 2024 to a 10% change in foreign exchange rates. 10% Increase 10% Decrease in Rates in Rates Gain (Loss) Gain (Loss) Foreign currency rate sensitivity: Currency swaps $ (60 ) $ 60 Forward contracts $ (54 ) $ 62 At December 31, 2024, of the $2,282 to tal notional amount of foreign currency derivatives, approximately 42 % re presents the aggregate of fixed-to-fixed cross-currency interest rate swaps while the remaining 58 % primarily represents forward contracts associated with our forecasted foreign currency-denominated sales, purchase transactions and hedges of inter-company loans that are not deemed to be permanent in nature.
As of December 31, 2023, we had $200 of external U.S. dollar debt, issued by a euro-functional entity, all of which has been hedged by our fixed-to-fixed cross-currency interest rate swaps. Such swaps are treated as cash flow hedges whereby the changes in fair value are recorded in OCI to the extent the hedges remain effective.
As of December 31, 2024, we had $200 of external U.S. dollar debt, issued by a euro-functional entity, all of which has been hedged by our fixed-to-fixed cross-currency interest rate swaps. Such swaps are treated as cash flow hedges whereby the changes in fair value are recorded in OCI to the extent the hedges remain effective.
In instances where the risk is not covered contractually, we have generally been able to adjust customer pricing to recover commodity cost increases. 29 Table of Contents
In instances where the risk is not covered contractually, we have generally been able to adjust customer pricing to recover commodity cost increases. 28 Table of Contents
To manage our global liquidity objectives, we periodically execute intercompany loans, some of which are foreign currency-denominated. With respect to such intercompany loans, the total notional amount outstanding at December 31, 2023 is approximately $975. Depending on the specific objective of each intercompany loan arrangement, certain intercompany loans may be hedged while others remain unhedged for strategic reasons.
To manage our global liquidity objectives, we periodically execute intercompany loans, some of which are foreign currency-denominated. With respect to such intercompany loans, the total notional amount outstanding at December 31, 2024 is approximately $1,070. D epending on the specific objective of each intercompany loan arrangement, certain intercompany loans may be hedged while others remain unhedged for strategic reasons.
See Note 14 of our consolidated financial statements in Item 8.
See Note 13 of our consolidated financial statements in Item 8.
Of the remaining 68% of such outstanding intercompany loans, $243 million has been hedged by foreign currency forwards and the remaining balances have not been hedged. To align our cash requirements with availability by currency, we also periodically issue external debt that is denominated in a currency other than the functional currency of the issuing entity.
Of the remainin g 73% o f such outstanding intercompany loans , $386 has been hedged by foreign currency forwards and the remaining balances have not been hedged. To align our cash requirements with availability by currency, we also periodically issue external debt that is denominated in a currency other than the functional currency of the issuing entity.
Of the approximately $975 of foreign currency-denominated intercompany loans outstanding at December 31, 2023, $307, or 32%, has been hedged by one of our fixed-to-fixed cross-currency swaps whereby we have protected the income statement from exchange rate risk.
Of the approximately $1,070 of f oreign currency-denominated intercompany loans outstanding at December 31, 2024, $288, or 27%, ha s been hedged by one of our fixed-to-fixed cross-currency swaps whereby we have protected the income statement from exchange rate risk.

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