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What changed in DANA Inc's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of DANA Inc's 2024 and 2025 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 2025 report.

+238 added−196 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-20)

Top changes in DANA Inc's 2025 10-K

238 paragraphs added · 196 removed · 151 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeExternal 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.
Biggest changeExternal sales by operating segment for the years ended December 31, 2025, 2024 and 2023 were as follows: 2025 2024 2023 Dollars % of Total Dollars % of Total Dollars % of Total Light Vehicle $ 5,217 70.0 % $ 5,250 67.9 % $ 4,989 65.5 % Commercial Vehicle 2,283 30.0 % 2,484 32.1 % 2,624 34.5 % Total $ 7,500 $ 7,734 $ 7,613 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.
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.
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 efficiency, performance, and safety of mobility. This includes advancements in powertrain systems, vehicle dynamics and thermal management.
For example, our Spicer®, Spicer Electrified TM , Victor Reinz®, Long®, Graziano TM and Dana TM4 TM trademarks are widely recognized in their market segments.
For example, our Spicer®, Spicer Electrified TM , Victor Reinz®, Long® and Dana TM4 TM trademarks are widely recognized in their market segments.
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.
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 2025.
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.
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-, medium- and heavy-duty vehicle original equipment manufacturer (OEM) customers. Ford Motor Company (Ford) and Stellantis N.V.
Item 1. Business General Dana Incorporated (Dana), with history dating back to 1904, is headquartered in Maumee, Ohio. We are a world leader in providing power-conveyance and energy-management solutions for vehicles and machinery. The company's portfolio improves the efficiency, performance, and sustainability of light vehicles, commercial vehicles, and off-highway equipment.
Item 1. Business General Dana Incorporated (Dana), with history dating back to 1904, is headquartered in Maumee, Ohio. We are a world leader in providing power-conveyance and energy-management solutions for on-highway vehicles. The company's portfolio improves the efficiency, performance, and sustainability of light and commercial vehicles.
Our 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.
Our operations are located in the following countries: North America Europe South America Asia Pacific Canada France Spain Argentina Australia México Germany Sweden Brazil China United States Hungary Switzerland Colombia India Ireland United Kingdom Japan Italy Singapore Lithuania South Korea South Africa Thailand Our non-U.S. subsidiaries and affiliates manufacture and sell products similar to those we produce in the United States.
From axles, driveshafts, transmissions, sealing and thermal products to electrification products including motors, inverters, controllers, e-sealing, e-thermal and digital solutions, we enable the propulsion of internal combustion engine (ICE), hybrid and electric powered vehicles by supplying nearly every major vehicle manufacturer in the world. We also serve the stationary industrial market.
From axles, driveshafts, transmissions, sealing and thermal products to electrification products including motors, inverters, controllers, e-sealing, e-thermal and digital solutions, we enable the propulsion of internal combustion engine (ICE), hybrid and electric powered vehicles by supplying nearly every major on-highway vehicle manufacturer in the world.
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.
The following table summarizes the markets, products and largest customers of each of our operating segments as of December 31, 2025: 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 General Motors Company ICE sealing and thermal Volkswagen AG e-Sealing Benteler Group e-Thermal cooling systems Suzuki Motor Corporation Battery cooling Mercedes-Benz Group AG Electronics cooling Hydrogen fuel cell cooling New power industrial cooling 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.
Through a commitment to proactive processes, we actively promote and pursue safety in all that we do. This is achieved through a consistent commitment to excellence in, health, safety, security management, and risk elimination. Dana’s health, safety and security programs ensure that all employees receive training, guidance, and assistance in safety awareness and risk prevention.
This is achieved through a consistent commitment to excellence in, health, safety, security management, and risk elimination. Dana’s health, safety and security programs ensure that all employees receive training, guidance, and assistance in safety awareness and risk prevention.
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.
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, 2025: Segment Principal Competitors Light Vehicle Borg Warner Inc. Magna International 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 23% in 2024, 20% in 2023 and 19% in 2022.
(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 32% in 2025, 31% in 2024 and 28% in 2023.
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.
Total engineering expenses including research and development we re $224 in 2025 , $305 in 2024 and $316 in 2023 . 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 major mobility markets.
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.
Our sales to Stellantis (via a directed supply relationship) were approximately 13% in 2025, 10% in 2024 and 12% in 2023. Toyota Motor Corporation, Volkswagen AG (including Traton SE), and PACCAR, Inc. were our third, fourth and fifth largest customers in 2025. Our 10 largest customers collectively accounted for approximately 76% of our sales in 2025.
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.
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 $105 in 2025 , $184 in 2024 and $196 in 2023.
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.
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 $3,211, or 43%, of our 2025 consolidated sales of $7,500.
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.
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.
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.
Controllers Hinduja Group ICE sealing and thermal Toyota Motor Corporation e-Sealing Oshkosh Corporation e-Thermal cooling systems Battery cooling Electronics cooling Hydrogen fuel cell cooling New power industrial cooling * 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, 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.
As of December 31, 2025 excluding the Off-Highway business which is presented as a discontinued operation, we employed approximately 26,900 people and operated in 24 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.
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.
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. Through a commitment to proactive processes, we actively promote and pursue safety in all that we do.
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.
Dauch Corporation (formerly American Axle & Manufacturing Holdings, Inc.) Mahle GmbH Denso Corporation Schaeffler AG ElringKlinger AG Tenneco Inc. Hanon Systems Valeo SE Hofer Powertrain GmbH YinLun Co., LTD Jing-Jin Electric Technologies Co. Ltd. ZF Friedrichshafen AG Linamar Corporation Vertically integrated OEM operations Commercial Vehicle Allison Transmission Holdings, Inc. Freudenberg Group BorgWarner Inc. Hendrickson Holdings, LLC Cummins 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. 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.
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. We consider each of these patents to be of value and aggressively protect our rights in key markets.
Overview of our Business We have aligned our organization around four operating segments: Light Vehicle Drive Systems (Light Vehicle), Commercial Vehicle Drive and Motion Systems (Commercial Vehicle), Off-Highway Drive and Motion Systems (Off-Highway) and Power Technologies. These operating segments have global responsibility and accountability for business commercial activities and financial performance.
See Note 8 of our consolidated financial statements in Item 8 for additional information. 1 Table of Contents Overview of our Business We have aligned our organization around two operating segments: Light Vehicle Drive Systems (Light Vehicle) and Commercial Vehicle Drive and Motion Systems (Commercial Vehicle).
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.
Some examples include base and variable pay, health benefits, life insurance, employee assistance programs, paid time off, and retirement and savings plans.
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.
The following table summarizes our employees by operating segment and geographical region as of December 31, 2025: Segment Employees Region Employees Light Vehicle 17,000 North America 13,000 Commercial Vehicle 8,100 Europe 5,100 Technical and administrative 1,800 Asia Pacific 5,300 Total 26,900 South America 3,500 Total 26,900 We value people by treating others with respect and putting safety, inclusion, and integrity at the heart of everything we do.
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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.
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Recent Strategic Actions Cost reduction initiatives — During the fourth quarter of 2024, we announced further actions to support sustained long-term profitability and enhanced cash flow generation. This includes substantial reduction in selling, general and administrative costs and aligning engineering expenses to match current industry dynamics, including the ongoing delay in the adoption of electric vehicles.
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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.
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We expect to deliver annualized savings of $325 through 2026. Approximately $260 of annualized savings was realized through 2025 with an additional $65 to be realized in 2026. See Summary of Consolidated Results and Segment Results of Operations in Item 7 and Note 4 of our consolidated financial statements in Item 8 for additional information.
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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.
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Segment realignment — Through December 2024, we managed our operations globally through four operating segments. Our Light Vehicle and Power Technologies segments primarily supported light vehicle original equipment manufacturers (OEMs) with products for light trucks, SUVs, CUVs, vans and passenger cars.
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At Dana, we are proud to have an employee-centric organization that challenges the status quo by ensuring our business policies, processes and culture allow us to continuously build upon our diverse strengths to further grow a strong, inclusive work environment.
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Our Commercial Vehicle segment supported the OEMs of on-highway commercial vehicles (primarily trucks and buses), while our Off-Highway segment supported OEMs of off-highway vehicles (primarily wheeled vehicles used in construction, mining and agricultural applications).
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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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In the first quarter of 2025, our Power Technologies segment was integrated into our Light Vehicle and Commercial Vehicle segments, streamlining the business, enhancing our go-to-market approach and serving our customers more efficiently. The OEM-facing business was integrated into our Light Vehicle segment while the aftermarket business was integrated into our Commercial Vehicle segment.
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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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See Note 20 of our consolidated financial statements in Item 8 for additional information. Divestiture of Off-Highway Business — Dana has embarked on a strategic plan to focus on our core on-highway markets, creating a more focused and nimble Dana through the divestiture of our Off-Highway business.
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In June 2025, we entered into a definitive agreement to sell our Off-Highway business to Allison Transmission Holdings, Inc. We analyzed the quantitative and qualitative factors relevant to the pending divestiture of our Off-Highway business and determined that the conditions for discontinued operations presentation have been met.
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As such, the financial position, results of operations and cash flows of that business are reported as discontinued operations in the accompanying consolidated financial statements. Prior period amounts have been recast to reflect discontinued operations presentation. See Note 1 and Note 2 of our consolidated financial statements in Item 8 for additional information.
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The transaction closed on January 1, 2026, with Dana receiving initial cash proceeds of $2,664. The sale price is subject to adjustment based on net working capital and net indebtedness balances as of the closing date.
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Capital Structure Initiatives — Net cash proceeds from the Off-Highway business divestiture will be used to pay down debt, strengthening Dana’s financial position, and provide capital returns to shareholders.
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On January 7, 2026, we purchased, via a net proceeds tender offer, $138 of our November 2027 Notes, $142 of our June 2028 Notes, €141 of our July 2029 Notes ($164 as of January 7, 2026), $173 of our September 2030 Notes, €9 of our 2031 Notes ($10 as of January 7, 2026) and $152 of our February 2032 Notes at prices equal to 100.00% plus accrued and unpaid interest.
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On January 8, 2026, we redeemed the remaining $262 of our November 2027 Notes and the remaining $258 of our June 2028 Notes at prices equal to 100.00% plus accrued and unpaid interest. In addition, on January 2, 2026, we repaid the $225 outstanding balance on the Term A Facility.
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See Note 13 of our consolidated financial statements in Item 8 for additional information. On June 8, 2025, Dana’s board of directors approved a program to provide up to a $1,000 return of capital to shareholders through common stock share repurchases and/or special dividends through the end of 2027.
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On February 11, 2026, Dana's board of directors increased and extended the share repurchase program to a total of $2,000 through the end of 2030. Through January 31, 2026, we have spent $750 to repurchase 37,943,413 shares under the approved stock repurchase program.
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These operating segments have global responsibility and accountability for business commercial activities and financial performance.
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Our business is diversified across end-markets, products and customers.
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Linamar Corporation Danfoss A/S Mahle GmbH Denso Corporation Tenneco Inc. Eaton Corporation plc Tirson Kardan A.Ş. Ege Endüstru ve Ticaret A.S. YinLun Co., LTD ElringKlinger AG ZF Friedrichshafen AG Eugen Klein GmbH Vertically integrated OEM operations Intellectual Property Our proprietary driveline and power technologies product lines have strong identities in the markets we serve.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeContributions 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.
Biggest changeWe contribute to certain multi-employer defined benefit pension plans for certain of our union-represented employees in the U.S. in accordance with our collective bargaining agreements. 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.
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.
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 24 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.
Item 1A. Risk Factors We are impacted by events and conditions that affect the light vehicle, commercial vehicle and off-highway markets that we serve, as well as by factors specific to Dana. Among the risks that could materially adversely affect our business, financial condition or results of operations are the following, many of which are interrelated.
Item 1A. Risk Factors We are impacted by events and conditions that affect the light vehicle and commercial vehicle markets that we serve, as well as by factors specific to Dana. Among the risks that could materially adversely affect our business, financial condition or results of operations are the following, many of which are interrelated.
(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.
(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.
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.
We operate in 24 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.
(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.
(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.
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.
We are reliant upon sales to several significant customers. Sales to our ten largest customers accounted for 76% of our overall sales in 2025. 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.
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.
Developments in the financial markets or downgrades to Dana's credit rating could restrict our access to capital and increase financing costs. At January 31, 2026, Dana had consolidated debt obligations of $1,315, with cash and cash equivalents of $659 and unused revolving credit capacity of $1,140.
We have a board committee and an executive officer position with responsibility for sustainability, additional dedicated employee resources, a cross-functional/business sustainability leadership team to further develop and implement an enterprise-wide sustainability strategy, and we have published a sustainability report.
We have established board and executive officer oversight of sustainability matters, with additional dedicated employee resources and a cross-functional/business sustainability leadership team to further develop and implement an enterprise-wide sustainability strategy, and we have published a sustainability report.
We could be held liable to the plans for our obligation, as well as those of other employers, due to our participation in the plans.
The plans are not fully funded as of December 31, 2025. We could be held liable to the plans for our obligation, as well as those of other employers, due to our participation in the plans.
At December 31, 2024, our net asset exposure related to Argentina was approximately $52, including $21 of net fixed assets.
At December 31, 2025, our net asset exposure related to Argentina was approximately $59, including $19 of net fixed assets.
We recognize the increasing volume of cyber attacks and employ commercially practical efforts to provide reasonable assurance that the risks of such attacks are appropriately mitigated. Each year, we evaluate the threat profile of our industry to stay abreast of trends and to provide reasonable assurance our existing countermeasures will address any new threats identified.
Each year, we evaluate the threat profile of our industry to stay abreast of trends and to provide reasonable assurance our existing countermeasures will address any new threats identified.
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 may be adversely impacted by the strength of the U.S. dollar relative to the currencies in the other countries in which we do business. Approximately 43% of our sales in 2025 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).
Our sales may also be adversely impacted if tariffs are assessed directly on the products we produce or on our customers’ products containing content sourced from us. We may be adversely impacted by the strength of the U.S. dollar relative to the currencies in the other countries in which we do business.
Our sales may also be adversely impacted if tariffs are assessed directly on the products we produce or on our customers’ products containing content sourced from us. Global trade policy continues to evolve and the ultimate impact of recent developments with respect to U.S. tariffs is unclear.
Additionally, inability on the part of our partners to satisfy their contractual obligations under the agreements could adversely impact our results of operations and financial position. Certain of our joint venture partners have the ability to put their ownership interests to Dana at fair value.
Additionally, inability on the part of our partners to satisfy their contractual obligations under the agreements could adversely impact our results of operations and financial position. We could be adversely impacted by the costs of environmental, health, safety and product liability compliance.
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.
We may not realize any or all of our estimated cost savings, which would have a negative effect on our results of operations. During the fourth quarter of 2024, we announced further actions to support sustained long-term profitability and enhanced cash flow generation.
Our sustainability report includes our policies and practices on a variety of ESG matters, including the value creation opportunities provided by our products; diversity, equity, and inclusion; employee health and safety; community giving; and human capital management.
Our sustainability report includes our policies and practices on a variety of ESG matters, including GHG emission targets and performance; safety management system goals and performance; standards of business conduct; and supplier code of business conduct.
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If a joint venture partner were to put its ownership interest to Dana, it could cause Dana to outlay significant amounts of cash to purchase the joint venture partner's ownership interest in addition to increased future cash outlays required to fund 100% of the operations on a go-forward basis, reducing available funds for other strategic initiatives and capital investments.
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On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act ("IEEPA").
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(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.
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Following the Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs.
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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.
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There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on Dana's business.
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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.
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These and future changes in tariffs, trade policies, trade actions, or retaliatory trade measures in response, have resulted and may continue to result in additional costs and pricing pressures, supply chain disruptions, volatile or unpredictable customer spending patterns, and increased economic or geopolitical risks, which could adversely impact Dana's future sales, business, financial condition, and results of operations, materially or in ways that Dana cannot predict.
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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.
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This includes substantial reduction in selling, general and administrative costs and aligning engineering expenses to match current industry dynamics, including the ongoing delay in the adoption of electric vehicles. We expect to deliver annualized savings of $325 through 2026. Approximately $260 of annualized savings was realized through 2025 with an additional $65 to be realized in 2026.
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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.
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We recognize the increasing volume of cyber attacks and employ commercially practical efforts to provide reasonable assurance that the risks of such attacks are appropriately mitigated.
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Additionally, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future. We participate in certain multi-employer pension plans which are not fully funded. We contribute to certain multi-employer defined benefit pension plans for certain of our union-represented employees in the U.S. in accordance with our collective bargaining agreements.
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Challenges such as malware, unauthorized access and cyber attacks, including those that use advanced artificial intelligence, phishing campaigns that target our associates, as well as other disruptions, continue to evolve and may surpass our current safeguards.
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Additionally, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future. Our current and potential use of artificial intelligence (AI) and machine learning (ML) and other emerging technologies may expose us to operational, legal and regulatory risks that could adversely affect our business and reputation.
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Our use of AI and machine learning presents risks that could adversely affect our business, financial condition and results of operations. We currently incorporate AI-powered tools, in certain instances, into certain internal business operations, including elements of production processes and certain administrative functions.
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AI algorithms may be flawed or perform unpredictably, and datasets may be insufficient, inaccurate, biased or otherwise problematic, which could lead to errors, operational disruptions, unintended outcomes or suboptimal decisions. The rapid evolution and increased adoption of AI technologies may increase the risk of technical disruptions to our operations and the processes and functions for which the technology is deployed.
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The use of AI tools also raises risks related to privacy and inadvertent disclosure of sensitive information. AI systems may access, process or expose personal, confidential or proprietary data in ways that we do not intend or anticipate.
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In addition, evolving AI and data-governance laws, regulations and standards may impose additional requirements or restrictions on our development and use of AI, increase compliance costs or limit certain use cases. Constraints in hardware (such as GPU availability), power capacity or other supply chain elements may limit our ability to scale AI responsibly.
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We also face competitive risk if other companies develop or adopt AI capabilities more effectively, at lower cost or more rapidly than we do. Because our AI capabilities currently depend in part on third-party providers of models, cloud services and infrastructure, changes in their performance, pricing, licensing terms or availability could materially increase our costs or reduce availability.
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Collectively, these risks could adversely affect our financial condition, operating results, cash flows and reputation. See also our risk factor titled "A failure of our information technology infrastructure could adversely impact our business and operations" for cybersecurity risks, including AI-enabled threats. We participate in certain multi-employer pension plans which are not fully funded.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 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.
Biggest changeItem 2. Properties Light Vehicle Commercial Vehicle Total Manufacturing and assembly plants 47 19 66 As of January 1, 2026, after the divestiture of the Off-Highway business, we had sixty-six major manufacturing and assembly plants. In addition, we had seven aftermarket sales and services facilities supporting our customers. Our world headquarters is located in Maumee, Ohio.
Our 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.
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. We operate numerous other management, marketing and administrative facilities globally.
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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 14 to our consolidated financial statements in Item 8. 13 Table of Contents PART II
Biggest changeLegal proceedings are also discussed in Note 15 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 changeTrading 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.
Biggest changePeriod Number of Shares Purchased Average Price Paid per Share Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs October 1 - October 31, 2025 6,090,688 $ 19.36 6,090,688 $ 438 November 1 - November 30, 2025 3,180,618 21.47 3,180,618 370 December 1 - December 31, 2025 880,804 22.45 880,804 350 Trading arrangements — During the three months ended December 31, 2025 , 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, 2019. 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, 2020. 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, 2019.
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, 2020.
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.
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 2,190 registered holders of our common stock on February 6, 2026.
Annual meeting — We will hold an annual meeting of shareholders on April 24, 2025 .
Annual meeting — We will hold an annual meeting of shareholders on April 22, 2026 .
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Performance 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.
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Performance chart Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Dana Incorporated $ 100.00 $ 118.85 $ 80.74 $ 80.16 $ 65.11 $ 139.90 S&P 500 100.00 128.71 105.40 133.10 166.40 196.16 Dow Jones US Auto Parts Index 100.00 120.99 89.00 88.96 68.86 79.56 Issuer's purchases of equity securities — On June 8, 2025 our Board of Directors approved a stock repurchase program of up to an aggregate of $1,000 less any amount of special dividends distributed in connection with the sale of Off-Highway.
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The program expires on December 31, 2027. The following table summarizes our purchases of common stock during the fourth quarter of 2025.

Item 7. Management's Discussion & Analysis

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

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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.
Biggest changeSee Note 21 of our consolidated financial statements in Item 8 for additional information. 19 Table of Contents Summary Consolidated Results of Operations (2024 versus 2023) 2024 2023 % of % of Increase/ Dollars Net Sales Dollars Net Sales (Decrease) Net sales $ 7,734 $ 7,613 $ 121 Cost of sales 7,356 95.1 % 7,236 95.0 % 120 Gross margin 378 4.9 % 377 5.0 % 1 Selling, general and administrative expenses 429 5.5 % 440 5.8 % (11 ) Amortization of intangibles 8 8 — Restructuring charges, net 70 23 47 Loss on disposal group previously held for sale (26 ) (26 ) Other income (expense), net (21 ) (14 ) (7 ) Loss before interest and income taxes (176 ) (108 ) (68 ) Loss on extinguishment of debt — (1 ) 1 Interest income 13 15 (2 ) Interest expense 158 152 6 Loss before income taxes (321 ) (246 ) (75 ) Income tax expense 31 7 24 Equity in earnings (loss) of affiliates 10 (9 ) 19 Net loss from continuing operations (342 ) (262 ) (80 ) Net income from discontinued operations 293 310 (17 ) Net income (loss) (49 ) 48 (97 ) Less: Noncontrolling interests net income from continuing operations 21 22 (1 ) Less: Redeemable noncontrolling interests net loss from continuing operations (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.
We classified the disposal group as held for sale, recognizing a $26 loss to date to adjust the carrying value of net assets to fair value less estimated costs to sell. The transaction was not completed by the date set forth in the definitive agreement.
We classified the disposal group as held for sale, recognizing a $26 loss to adjust the carrying value of net assets to fair value less estimated costs to sell. The transaction was not completed by the date set forth in the definitive agreement.
The 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 higher material cost savings of $27, lower spending on electrification initiatives of $24, lower premium freight costs of $9, lower incentive compensation expense of $8, net customer pricing and cost recovery actions of $2 and commodity cost decreases of $2.
We believe free cash flow is useful to investors in evaluating the operational cash flow of the company inclusive of the spending required to maintain the operations. Free cash flow is not intended to represent nor be an alternative to the measure of net cash provided by operating activities reported in accordance with GAAP.
We believe adjusted free cash flow is useful to investors in evaluating the operational cash flow of the company inclusive of the spending required to maintain the operations. Adjusted free cash flow is not intended to represent nor be an alternative to the measure of net cash provided by operating activities reported in accordance with GAAP.
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.
Equity in earnings of affiliates — Net earnings (loss) from equity investments were 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 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.
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. 27 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.
Powered by recognized brands such as Dana®, Spicer®, Spicer Electrified™, Victor Reinz®, Glaser®, GWB®, Thompson®, Tru-Cool®, SVL®, and Transejes™, Dana delivers a broad range of aftermarket solutions – including genuine, all makes, and value lines – servicing passenger, commercial and off-highway vehicles across the globe.
Powered by recognized brands such as Dana®, Spicer®, Spicer Electrified™, Victor Reinz®, Glaser®, GWB®, Thompson®, Tru-Cool®, SVL®, and Transejes™, Dana delivers a broad range of aftermarket solutions – including genuine, all makes, and value lines – servicing passenger and commercial vehicles across the globe.
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.
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.
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.
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 13 of our consolidated financial statements in Item 8 for additional information.
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
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. 29 Table of Contents
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.
At December 31, 2025, we were in compliance with the covenants of our financing agreements. Under the Revolving Facility and our senior notes, we are required to comply with certain incurrence-based covenants customary for facilities of these types.
Free cash flow may not be comparable to similarly titled measures reported by other companies.
Adjusted free cash flow may not be comparable to similarly titled measures reported by other companies.
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.
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 $2. Commercial Vehicle segment EBITDA decreased $27 in 2024.
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.
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 $7.
Central to our strategy is leveraging our core operations. This foundational element enables us to infuse strong operational disciplines throughout the strategy, making it practical, actionable, and effective. We are achieving improved profitability by actively improving our cost structure and gaining efficiencies across all of our operations and functions. Our customers remain at the center of our value system.
This foundational element enables us to infuse strong operational disciplines throughout the strategy, making it practical, actionable, and effective. We are achieving improved profitability by actively improving our cost structure and gaining efficiencies across all of our operations and functions. Our customers remain at the center of our value system.
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.
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, 2025 , we have $125 of unrecognized losses relating to our U.S. pension plans.
During 2023, we recorded tax expense of $19 for income tax reserves associated with prior tax years in foreign jurisdictions. In addition, we recorded net benefit of $55 on the intercompany sale of intangible assets to the U.S. See Note 16 to our consolidated financial statements in Item 8 for additional information.
During 2023, we recorded tax expense of $14 for income tax reserves associated with prior tax years in foreign jurisdictions. In addition, we recorded net benefit of $55 on the intercompany sale of intangible assets to the U.S. See Note 17 to our consolidated financial statements in Item 8 for additional information.
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.
U.S. retirement plans — Our U.S. defined benefit pension plans comprise 61% of our consolidated defined benefit pension obligations at December 31, 2025 . 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.
The North America organic sales increase of 5% was driven principally by having 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 last year, the conversion of sales backlog and net customer pricing and cost recovery actions.
The North America organic sales increase of 6% was driven principally by having 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 2024, the conversion of sales backlog and net customer pricing and cost recovery actions.
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.
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 indefinite-lived intangible assets as of October 31, 2025 were reasonable.
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.
See Note 12 of our consolidated financial statements in Item 8 for additional discussion of our pension and OPEB obligations. 28 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 $5 during 2025.
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 $1 during 2026.
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 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 $129. Light Vehicle segment EBITDA increased by $103 in 2024.
Contingencies For a summary of litigation and other contingencies, see Note 14 of our consolidated financial statements in Item 8.
Contingencies For a summary of litigation and other contingencies, see Note 15 of our consolidated financial statements in Item 8.
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.
See Note 8 of our consolidated financial statements in Item 8 for additional information. 15 Table of Contents 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.
Restructuring charges, net — Net restructuring charges were $76 in 2024 and $25 in 2023. See Note 3 of our consolidated financial statements in Item 8 for additional information. Loss on disposal group previously held for sale — In February 2024, we entered into a definitive agreement to sell our European hydraulics business to HPIH S.à r.l.
Restructuring charges, net — Net restructuring charges were $70 in 2024 and $23 in 2023. See Note 4 of our consolidated financial statements in Item 8 for additional information. Loss on disposal group previously held for sale — In February 2024, we entered into a definitive agreement to sell our European hydraulics business to HPIH S.à r.l.
Pricing actions and recoveries, including material commodity price and inflationary cost adjustments, increased sales by $94.
Pricing actions and recoveries, including material commodity price and inflationary cost adjustments, increased sales by $131.
Our technologies include drive systems (axles, driveshafts, transmissions, and wheel and track drives); motion systems (winches, slew drives, and hub drives); electrodynamic technologies (motors, inverters, software and control systems, battery-management systems, and fuel cell plates); sealing solutions (gaskets, seals, cam covers, and oil pan modules); thermal-management technologies (transmission and engine oil cooling, battery and electronics cooling, charge air cooling, and thermal-acoustical protective shielding); and digital solutions (active and passive system controls and descriptive and predictive analytics).
Our technologies include drive systems (axles, driveshafts and transmissions); electrodynamic technologies (motors, inverters, software and control systems, battery-management systems, and fuel cell plates); sealing solutions (gaskets, seals, cam covers, and oil pan modules); thermal-management technologies (transmission and engine oil cooling, battery and electronics cooling, charge air cooling, and thermal-acoustical protective shielding); and digital solutions (active and passive system controls and descriptive and predictive analytics).
SG&A expenses were $25 lower in 2024 due to lower incentive compensation and lower professional services and consulting costs, partially offset by increased information technology expenses. Amortization of intangibles — Amortization expense was $13 in both 2024 and 2023. See Note 2 of our consolidated financial statements in Item 8 for additional information.
SG&A expenses were $11 lower in 2024 primarily due to lower incentive compensation and lower professional services and consulting costs, partially offset by increased information technology expenses. Amortization of intangibles — Amortization expense was $8 in both 2024 and 2023. See Note 3 of our consolidated financial statements in Item 8 for additional information.
(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.
(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, 2025 of $131. See Note 17 of our consolidated financial statements in Item 8 for additional discussion.
(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.
(2) Interest payments are based on long-term debt in place at January 8, 2026 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.
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.
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 2025 were $387 (5.2% of sales) as compared to $429 (5.5% of sales) in 2024.
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 .
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 $102 at December 31, 2025 and $125 at December 31, 2024 .
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.
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 2026, we expect full year 2026 adjusted EBITDA to approximate $750 to $850.
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.
Based on the most recent analysis of projected portfolio returns, we concluded that the use of a 5.75% expected return in 2026 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.
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.
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 $ (17 ) $ (10 ) Government assistance 10 15 Foreign exchange gain (loss) (15 ) (17 ) Strategic transaction expenses (3 ) (5 ) Loss on sale of property, plant and equipment (1 ) — Other, net 5 3 Other income (expense), net $ (21 ) $ (14 ) 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.
Income tax expense — Income tax expense was $139 in 2024 and $121 in 2023. During 2024, we recorded tax expense of $22 for valuation allowances related to foreign jurisdictions and tax expense of $11 due to revisions in our assertions on unremitted earnings in foreign jurisdictions.
Income tax expense — Income tax expense was $31 in 2024 and $7 in 2023. During 2024, we recorded tax expense of $21 for valuation allowances related to foreign jurisdictions and tax expense of $11 due to revisions in our assertions on unremitted earnings in foreign jurisdictions.
Adjusted EBITDA margin is expected to be 10.0% at the midpoint of our guidance range, a 140 basis-point improvement over 2024, reflecting the impact of significant cost savings actions and improved operational performance, partially offset by the impact of lower end-market demand and net material cost recoveries.
Adjusted EBITDA margin is expected to be 10.7% at the midpoint of our guidance range, a 260 basis-point improvement over 2025, reflecting the impact of significant cost savings actions, improved operational performance and favorable product mix, partially offset by the impact of lower end-market demand and net material cost recoveries.
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.).
Partially offsetting these performance-related earnings increases were inflationary cost increases of $20, operational inefficiencies of $7, higher warranty expense of $5 and higher program launch costs of $1. 23 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.).
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.
Material cost changes will customarily have some impact on our financial results as customer pricing adjustments typically lag commodity price changes. Higher commodity prices decreased year-over-year earnings by $19 in 2025. Material recovery pricing actions increased year-over-year earnings by $19 in 2025.
In the first quarter of 2025, our Power Technologies segment will be integrated into our Light Vehicle and Commercial Vehicle segments, streamlining the business, enhancing our go-to-market approach and serving our customers more efficiently.
In the first quarter of 2025, our Power Technologies segment was integrated into our Light Vehicle and Commercial Vehicle segments, streamlining the business, enhancing our go-to-market approach and serving our customers more efficiently. The OEM-facing business was integrated into our Light Vehicle segment while the aftermarket business was integrated into our Commercial Vehicle segment.
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.
Based on our current sales and exchange rate outlook for 2026, we expect international currencies to be a modest tailwind to sales primarily due to a stronger euro. At sales levels in our current outlook for 2026, a 5% movement on the euro would impact our annual sales by approximately $135.
(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.
We have not estimated pension contributions beyond 2026 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.
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.
Our sales in Argentina for 2025 of approximately $231 are 3% of our consolidated sales and our net asset exposure related to Argentina was approximately $59, including $19 of net fixed assets, at December 31, 2025. During the second quarter of 2018, we determined that Argentina's economy met the GAAP definition of a highly inflationary economy.
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.
Foreign currency — With 43% of our 2025 sales coming from outside the U.S., international currency movements can have a significant effect on our sales and results of operations. The euro zone countries and Brazil accounted for 32% and 13% of our 2025 non-U.S. sales, respectively, while India, Thailand and China accounted for 9%, 8% and 7%, respectively.
Interest income and interest expense — Interest income was $15 in 2024 and $17 in 2023. Interest expense increased from $154 in 2023 to $161 in 2024, due to higher average outstanding borrowings and higher average interest rates. Average effective interest rates, inclusive of amortization of debt issuance costs, approximated 5.9% in 2024 and 5.6% in 2023.
Interest income and interest expense — Interest income was $13 in 2024 and $15 in 2023. Interest expense increased from $152 in 2023 to $158 in 2024, due to higher average outstanding borrowings and higher average interest rates. Average effective interest rates, inclusive of amortization of debt issuance costs, approximated 5.8% in 2024 and 5.6% in 2023.
The components of our December 31, 2024 consolidated cash balance were as follows: U.S. Non-U.S.
The components of our January 31, 2026 consolidated cash balance were as follows: U.S. Non-U.S.
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.
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.
Lower sales volumes and unfavorable product mix decreased earnings by $53 (87% decremental margin).
Lower sales volumes and unfavorable product mix decreased earnings by $63 (57% decremental margin).
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.
Although sales in South Africa are less than 7% of our non-U.S. sales, the rand has been volatile and significantly impacted sales from time to time. International currencies strengthened against the U.S. dollar in 2025, increasing 2025 sales by $28. A stronger euro and Thai baht, were partially offset by a weaker Brazilian real and India rupee.
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.
Total Cash and cash equivalents $ 157 $ 432 $ 589 Cash and cash equivalents held at less than wholly-owned subsidiaries 70 70 Consolidated cash balance $ 157 $ 502 $ 659 A portion of the non-U.S. cash and cash equivalents is utilized for working capital and other operating purposes.
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.
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 $54, $58 and $58 for dividend payments to common stockholders in 2025, 2024 and 2023, respectively. During 2025, we used $650 to repurchase 34,278,815 common stock shares.
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.
Stronger international currencies increased sales by $28, principally due to a stronger euro and Thai baht, partially offset by a weaker Brazilian real and Indian rupee.
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.
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 $602 for 2025 increased $224 from 2024. Gross margin as a percent of sales was 8.0% in 2025, 310 basis points higher than in 2024.
Incremental margins resulting from higher material cost savings of $132, operational efficiencies of $72, lower premium freight costs of $32, lower incentive compensation expense of $16, lower commodity costs of $13, lower program launch costs of $9 and lower spending on electrification initiatives of $5 were offset by unfavorable product mix, non-material inflation of $165 and higher warranty expense of $5.
Incremental margins resulting from higher material cost savings of $90, lower premium freight costs of $26, lower incentive compensation expense of $15, lower program launch costs of $11 and lower spending on electrification initiatives of $5, were partially offset by unfavorable product mix, non-material inflation of $157, operational inefficiencies of $16 and higher warranty expense of $6.
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.
See Note 20 of our consolidated financial statements in Item 8 for additional details. Free Cash Flow We have defined adjusted free cash flow as cash provided by (used in) operating activities less purchases of property, plant and equipment plus proceeds from sale of property, plant and equipment plus cash paid for Off-Highway business divestiture related activities.
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.
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.
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.
Commercial Vehicle Segment Segment EBITDA Sales EBITDA Margin 2023 $ 2,624 $ 161 6.1 % Volume and mix (110 ) (63 ) Performance 2 39 Currency effects (32 ) (3 ) 2024 $ 2,484 $ 134 5.4 % Commercial Vehicle sales in 2024, exclusive of currency effects, were 4% lower than 2023 reflecting mixed global markets being partially offset by the conversion of sales backlog and net customer pricing and cost recovery actions.
Each of our end-markets has unique cyclical dynamics and market drivers. These cycles are impacted by periods of investment where end-user vehicle fleets are refreshed or expanded in reaction to demand usage patterns, regulatory changes, or when the age of vehicles in service reach their useful life.
These cycles are impacted by periods of investment where end-user vehicle fleets are refreshed or expanded in reaction to demand usage patterns, regulatory changes, or when the age of vehicles in service reach their useful life. Key market drivers include regional economic growth rates; cost and availability of end customer financing; and industrial output.
Excluding currency effects, sales in South America were up 12% compared with 2023, reflecting improved medium- and heavy-duty truck production volumes. Excluding currency effects, sales in Asia Pacific decreased 8% compared to 2023, reflecting lower electric vehicle related product sales. Cost of sales and gross margin — Cost of sales for 2024 decreased $247, or 3%, when compared to 2023.
Excluding currency effects, sales in Europe were down 5% compared with 2023, reflecting lower electric vehicle related product sales. Excluding currency effects, sales in South America were up 14% compared with 2023, reflecting improved medium- and heavy-duty truck production volumes. Excluding currency effects, sales in Asia Pacific decreased 10% compared to 2023, reflecting lower electric vehicle related product sales.
Dana has embarked on a strategic plan to focus on core on-highway markets and accelerate value creation by improving its cost structure, increasing its efficiency, and creating a more focused and nimble Dana through the planned divestiture of our Off-Highway business.
Our customer-centric focus has uniquely positioned us to win more than our fair share of new business and capitalize on future customer outsourcing initiatives. Dana has embarked on a strategic plan to focus on core on-highway markets and accelerate value creation by improving its cost structure, increasing its efficiency, and creating a more focused and nimble Dana.
Goodwill and other indefinite-lived intangible assets — Our goodwill and other indefinite-lived intangible assets are tested for impairment annually as of October 31 for all of our reporting units, and more frequently if events or circumstances warrant such a review.
Generally, we have, if necessary, up to one year from the acquisition date to finalize our estimates of acquisition date fair values. Indefinite-lived intangible assets — Our indefinite-lived intangible assets are tested for impairment annually as of October 31 for all of our reporting units, and more frequently if events or circumstances warrant such a review.
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.
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. Central to our strategy is leveraging our core operations.
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 cost reduction initiatives of $53, net customer pricing and cost and tariff recovery actions of $46, higher material costs savings of $24, lower premium freight costs of $11, lower warranty expense of $8, lower spending on electrification initiatives of $7, lower program launch costs of $2 and operational efficiencies, inclusive of lower corporate allocations resulting from cost reduction initiatives, of $41.
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.
Partially offsetting these performance-related earnings increases were inflationary cost increases of $35, higher tariff-related costs of $20, commodity cost increases of $6 and higher incentive compensation expense of $5. 22 Table of Contents Segment Results of Operations (2024 versus 2023) Light Vehicle Segment Segment EBITDA Sales EBITDA Margin 2023 $ 4,989 $ 231 4.6 % Volume and mix 142 41 Performance 129 64 Currency effects (10 ) (2 ) 2024 $ 5,250 $ 334 6.4 % 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.
Cost of sales as a percent of sales was flat with the previous year.
Cost of sales as a percent of sales was 310 basis points lower than in the previous year.
Offsetting these performance-related earnings increases were inflationary cost increases of $134 and higher spending on electrification initiatives of $16.
Partially offsetting these performance-related earnings increases were inflationary cost increases of $146, higher spending on electrification initiatives of $14, commodity cost increases of $2, higher warranty expense of $1 and operational inefficiencies of $9.
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.
Higher sales volumes provided a year-over-year earnings benefit of $41 (29% incremental margin). The year-over-year performance-related earnings increase was driven by net customer pricing and cost recovery actions of $129, higher material cost savings of $63, lower premium freight costs of $17, lower incentive compensation expense of $15 and lower program launch costs of $12.
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.
The following table provides a reconciliation of net loss from continuing operations to adjusted EBITDA. 2025 2024 2023 Net loss from continuing operations $ (53 ) $ (342 ) $ (262 ) Equity in earnings (loss) of affiliates 32 10 (9 ) Income tax expense 53 31 7 Loss from continuing operations before income taxes (32 ) (321 ) (246 ) Depreciation and amortization 357 350 315 Restructuring charges, net 23 70 23 Interest expense, net 171 145 137 Loss on extinguishment of debt 1 Electric vehicle program termination charges 36 Loss on divestiture of ownership interests 9 Supplier capacity charge, net (21 ) 46 Loss on disposal group previously held for sale 26 Amounts attributable to previously closed/divested operations 9 Distress supplier costs 44 Other* 67 70 43 Adjusted EBITDA $ 610 $ 395 $ 317 * Other includes stock compensation expense, non-service cost components of pension and OPEB costs, strategic transaction expenses and other items.
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.
The following table provides a reconciliation of cash and cash equivalents to liquidity, a non-GAAP measure, at January 31, 2026: Cash and cash equivalents $ 659 Additional cash availability from Revolving Facility 1,140 Total liquidity $ 1,799 We had availability of $1,140 at January 31, 2026 under our Revolving Facility after deducting $10 of outstanding letters of credit.
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).
Our Commercial Vehicles segment supported the OEMs of on-highway commercial vehicles (primarily trucks and buses), while our Off-Highway segment supported OEMs of off-highway vehicles (primarily wheeled vehicles used in construction, mining and agricultural applications).
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.
Production of medium- and heavy-duty trucks in Asia Pacific, driven by China and India, increased 12% in 2024. The 2026 outlook for Asia Pacific is for a modest increase in production from the prior year.
Commercial vehicle markets — Our primary business is driveline systems for medium and heavy-duty trucks and busses, including the emerging market for hybrid and electric vehicles. Key regional markets are North America, South America (primarily Brazil) and Asia Pacific.
The outlook for 2026 reflects global light-truck production being relatively stable in North America and Asia Pacific, while Europe and South America reflect marginal improvement, in comparison with the prior year. Commercial vehicle markets — Our primary business is driveline systems for medium and heavy-duty trucks and busses, including the emerging market for hybrid and electric vehicles.
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.
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. Also during 2023, we redeemed $200 of our April 2025 Notes.
The organic sales decrease of $217, or 2%, resulted from declining global construction/mining and agricultural equipment markets, which were partially offset by having 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 last year and the conversion of sales backlog.
Weaker international currencies decreased sales by $42, principally due to a weaker Brazilian real, Indian rupee and Thai baht. The organic sales increase of $163, or 2%, resulted from having 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 and the conversion of sales backlog.
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.
Working capital provided cash of $29, $33 and $15 in 2025, 2024 and 2023, respectively. Cash of $47, $14 and $63 was used to fund higher accounts receivable in 2025, 2024 and 2023, respectively. Cash of $78 was provided by lower inventory levels in 2025.
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.
Operating activities — Exclusive of working capital, other cash provided by continuing operations was $300 and $43 in 2025 and 2024, respectively, while other cash used by continuing operations was $10 in 2023. The year-over-year improvement from 2023 to 2024 and 2024 to 2025 is primarily attributable to the impact of higher year-over-year operating earnings from continuing operations.
Distributions to noncontrolling interests totaled $20 in 2024 and $10 in 2023. Hydro-Québec made cash contributions to Dana TM4 of $18 in 2024 and $22 in 2023.
Distributions to noncontrolling interests totaled $17, $20 and $10 in 2025, 2024 and 2023, respectively. 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. Hydro-Québec made cash contributions to Dana TM4 of $18 and $22 in 2024 and 2023, respectively.
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.
At December 31, 2025, our sales backlog of net new business for the 2026 through 2028 period was $750.
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.
Trends in Our Markets We serve our customers in two core global end markets: light vehicle, primarily full frame trucks and SUVs; and commercial vehicle, including medium-and heavy-duty trucks and busses. Each of our end-markets has unique cyclical dynamics and market drivers.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−2 removed6 unchanged
Biggest changeCommodity price risk — We do not utilize derivative contracts to manage commodity price risk. Our overall strategy is to pass through commodity risk to our customers in our pricing agreements. A substantial portion of our customer agreements include contractual provisions for the pass-through of commodity price movements.
Biggest changeOf the remaining 57% of such outstanding intercompany loans, $72 has been hedged by foreign currency forwards and the remaining balances have not been hedged. Commodity price risk — We do not utilize derivative contracts to manage commodity price risk. Our overall strategy is to pass through commodity risk to our customers in our pricing agreements.
See Note 13 of our consolidated financial statements in Item 8.
See Note 14 of our consolidated financial statements in Item 8.
The 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.
The following table summarizes the sensitivity of the fair value of our derivative instruments, including forward contracts and currency swaps, at December 31, 2025 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 $ (34 ) $ 34 Forward contracts $ (36 ) $ 42 At December 31, 2025, of the $1,610 to tal notional amount of foreign currency derivatives, approximately 56% 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.
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.
Of the approximately $768 of foreign currency-denominated intercompany loans outstanding at December 31, 2025 , $327, or 43%, has been hedged by one of our fixed-to-fixed cross-currency swaps whereby we have protected the income statement from exchange rate risk.
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
A substantial portion of our customer agreements include contractual provisions for the pass-through of commodity price movements. In instances where the risk is not covered contractually, we have generally been able to adjust customer pricing to recover commodity cost increases. 30 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, 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.
The remaining 44% represents the aggregate of fixed-to-fixed cross-currency interest rate swaps. 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, 2025 is approximately $768.
The decision to hedge the loan, to designate the loan itself as a hedge or not to hedge the loan is dependent on management's underlying strategy.
Depending on the specific objective of each intercompany loan arrangement, certain intercompany loans may be hedged while others remain unhedged for strategic reasons. The decision to hedge the loan, to designate the loan itself as a hedge or not to hedge the loan is dependent on management's underlying strategy.
Removed
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.
Removed
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.

Other DAN 10-K year-over-year comparisons