DANA Inc 8-K, filed Oct 28, 2026
DANA Inc (DAN)
About this 8-K
DANA Inc filed this 8-K on October 28, 2026.
Dana reported third-quarter sales of $2.04 billion and adjusted EBITDA of $218 million, with a 10.7 percent adjusted EBITDA margin. The Eaton Mobility transaction remained on track to close around the end of the first quarter of 2027. AI summary
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Items 2.02 and 7.01 Results of Operations and Financial Condition and Regulation FD Disclosure
Dana Incorporated today issued a news release announcing its results for the quarter ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this report is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following item is furnished with this report.
| Exhibit No. |
Description | |
| 99.1 | Dana Incorporated Press Release dated October 28, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DANA INCORPORATED | ||||||
| Date: October 28, 2026 | By: | /s/ Douglas H. Liedberg | ||||
| Name: | Douglas H. Liedberg | |||||
| Title: | Senior Vice President, Chief Legal and Human Resources Officer and Secretary | |||||
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Exhibit 99.1
Dana Incorporated Reports Strong Third-Quarter Results;
Eaton Mobility Transaction on Track; Increases Share Repurchases
Third-Quarter Highlights:
| • | Sales of $2.0 billion, an increase of $121 million versus the third quarter of 2025 |
| • | Net income of $15 million, including $29 million from discontinued operations and $41 million of debt-extinguishment and net tax charges |
| • | Adjusted EBITDA of $218 million; $56 million higher than third quarter of 2025 |
| • | 10.7 percent adjusted EBITDA margin; 220 basis points higher than prior year |
| • | Achieved $60 million in cost savings year to date |
| • | Repurchased 6.6 million shares, returning $200 million to shareholders |
| • | Year-to-date shareholder repurchases of $369 million |
| • | Planning an additional ~$100 million of repurchases in the fourth quarter of 2026 |
| • | Eaton Mobility transaction remains on track to close around the end of the first quarter of 2027 |
| • | Nearly all regulatory approvals have been obtained with only one pending |
MAUMEE, Ohio, October 28, 2026 – Dana Incorporated (NYSE: DAN) today announced its third-quarter 2026 financial results, delivering strong performance with higher sales and expanding margins.
“Dana delivered strong third-quarter results, reflecting our continued focus on operating the business well and executing our strategy with discipline,” said Byron Foster, Chief Executive Officer. “Productivity gains, commercial initiatives, and structural cost reductions are driving meaningful margin improvement as we capitalize on stronger commercial vehicle demand and continue to return capital to shareholders. As we work toward closing the Eaton Mobility transaction, we remain firmly focused on delivering strong performance today while preparing to create an even stronger, more diversified company positioned for long-term growth and shareholder value.”
Sales in the third quarter of 2026 totaled $2.04 billion, compared with $1.92 billion in the same period of 2025. The increase was primarily driven by stronger commercial vehicle demand, backlog conversion, and commercial and cost-recovery actions.
Adjusted EBITDA for the third quarter was $218 million, representing a 10.7 percent margin, compared with $162 million, 8.5 percent margin, for the same period in 2025. Cost-savings actions, operational efficiency improvements, and commercial initiatives were the primary drivers of the improvement.
Net loss from continuing operations was $10 million in the third quarter of 2026, compared with net income of $13 million in the same period of 2025. Diluted loss per share from continuing operations was $0.13, compared with diluted earnings per share of $0.07 last year. Significantly improved operating performance and lower net interest expense were more than offset by a $24 million loss on the extinguishment of debt and higher income tax expense, including a $29 million charge related to the settlement of a foreign income tax partially offset by a $12 million benefit associated with post Off-Highway sale restructuring actions.
Adjusted net income improved to $44 million in the third quarter of 2026 from an adjusted net loss of $5 million in the prior-year period, while diluted adjusted earnings per share improved to $0.41 from an adjusted loss per share of $0.04.
Operating cash flow was $102 million in the third quarter of 2026, compared with $111 million in the prior-year period. Adjusted free cash flow was $66 million, compared with $101 million in the prior-year period. Higher earnings from continuing operations and lower one-time costs, net interest and cash taxes partially offset the absence of cash generation from the divested Off-Highway business, higher capital spending, and working capital timing.
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Dana today announced an increase in its planned share repurchases ahead of the closing of the Eaton Mobility transaction. During the third quarter, the company repurchased approximately 6.6 million shares for $200 million, bringing year-to-date capital returned to shareholders through share repurchases to $369 million. Dana expects to repurchase an additional $100 million of shares in the fourth quarter of 2026.
“We continue to see compelling strategic and financial benefits from the combination with Eaton Mobility and are confident in the value the transaction will create for our shareholders, customers, and employees,” Foster added. “As we move toward closing, we are also maximizing the opportunities available to return capital to shareholders. Our increased fourth-quarter repurchases underscore our confidence in Dana and our commitment to shareholder value.”
Dana has revised its full-year guidance, raising its sales outlook by approximately $50 million, reflecting higher demand and recoveries. The company maintained its adjusted EBITDA, diluted adjusted EPS, and adjusted free cash flow guidance.
Revised 2026 Financial Targets
| Revised Guidance | ||
| Sales |
$7.75 to $7.85 billion | |
| Adjusted EBITDA |
$800 to $850 million | |
| Implied adjusted EBITDA margin |
~10.6% | |
| Diluted Adjusted EPS |
$1.75 to $2.25 | |
| Adjusted free cash flow |
$275 to $375 million |
Dana to Host Conference Call at 9 a.m. Wednesday, October 28
Dana will discuss its third-quarter 2026 results in a conference call at 9 a.m. EDT on Wednesday, October 28. The conference call can be accessed by telephone from both domestic and international locations using the information provided below:
Conference ID: 596 110 089
Participant Toll-Free Dial-In Number: +1 833-461-5787
Participant Toll Dial-In Number: +1 585-542-9983
Audio streaming and slides will be available online via a link provided on the Dana investor website: www.dana.com/investors. Phone registration will be available beginning at 8:30 a.m. EDT.
A webcast replay can be accessed via Dana’s investor website following the call.
Cautionary Notes on Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between Eaton Corporation plc (“Eaton”), Dana Incorporated (“Dana”) and Mobility (USA) Corporation (“SpinCo”), as well as statements regarding Dana’s business, financial condition and results of operations more generally. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “potential,” “continue,” “ongoing,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding Dana’s current expectations, estimates and projections about its industry and business, the expected timing and structure of the proposed transaction and financing of the transaction, the ability of the parties to complete the proposed transaction, the expected benefits of the proposed transaction, including future financial and operating results and strategic and synergistic benefits, the tax consequences of the proposed transaction and the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking statements.
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These forward-looking statements are based on Dana’s current expectations and are subject to risks and uncertainties and are not guarantees of future results. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, the ability to complete the proposed transaction on the timeframe or on the terms currently anticipated or at all, including due to a failure to obtain requisite stockholder and/or regulatory approvals; risks related to difficulties, inabilities or delays in integrating the businesses of Dana and SpinCo; the ability to realize the anticipated benefits of the proposed transaction, including estimated combined EBITDA, estimated combined revenue and estimated run-rate cost synergies; potential impact of the proposed transaction on Dana’s stock price; restrictions on the conduct of Dana’s business prior to and after closing and on its ability to pursue alternatives to the proposed transaction; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, or unforeseen or unknown liabilities; the ability of the combined company to implement its business strategy; the inability of the combined company to retain and hire key personnel; the occurrence of any event that could give rise to termination of the proposed transaction; the risk that stockholder litigation in connection with the proposed transaction or other litigation, settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; risks relating to the ability to obtain financing for the transaction upon acceptable terms or at all; evolving legal, regulatory and tax regimes; changes in general economic and/or industry specific conditions; global economic repercussions related to U.S. and global inflationary pressures and potential recessionary concerns; the risks that the anticipated tax treatment of the proposed transaction is not obtained; the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of Eaton; risks related to the disruption of management time from ongoing business operations due to the pendency of the proposed transaction, or other effects of the pendency of the proposed transaction on the relationship of any of the parties to the transaction with their employees, customers, suppliers or other counterparties; and other risk factors detailed from time to time in Dana’s reports filed with the Securities and Exchange Commission (the “SEC”), including Dana’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive.
Any forward-looking statements speak only as of the date of this communication. Dana does not undertake, and expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
Important Information About the Transaction and Where to Find It
In connection with the proposed transaction, SpinCo filed with the SEC a registration statement on Form S-1/S-4 (the “Form S-1/S-4”) that constitutes a prospectus with respect to the shares of common stock, par value $0.01 per share, of SpinCo (the “SpinCo shares”) to be issued to Eaton shareholders in the proposed exchange offer (the “prospectus/offer to exchange”). Eaton intends to file with the SEC a tender offer statement (the “Schedule TO”) with respect to the offer by Eaton to exchange all SpinCo shares for ordinary shares, par value $0.01 per share, of Eaton that are validly tendered and not properly withdrawn prior to the expiration of the exchange offer (if any). In addition, SpinCo filed with the SEC a registration statement on Form S-4 (the “Form S-4”) that includes a proxy statement of Dana and that also constitutes a prospectus of SpinCo with respect to the SpinCo shares to be issued in the proposed merger (the “proxy statement/prospectus”). Each of Eaton, SpinCo and Dana may also file other relevant documents with the SEC regarding the proposed transaction.
This document is not a substitute for the Form S-1/S-4, Schedule TO, Form S-4, prospectus/offer to exchange, proxy statement/prospectus or any other document that Eaton, SpinCo or Dana may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, THE SCHEDULE TO; THE PROSPECTUS/OFFER TO EXCHANGE, THE PROXY STATEMENT/PROSPECTUS AND
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ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT EATON, DANA, SPINCO AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the Form S-1/S-4, Schedule TO, Form S-4, the prospectus/offer to exchange and the proxy statement/prospectus and other documents containing important information about Eaton, Dana and SpinCo and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with, or furnished to, the SEC by Eaton and SpinCo will be available free of charge on Eaton’s website at https://www.eaton.com/us/en-us/company/investor-relations.html. Copies of the documents filed with, or furnished to, the SEC by Dana will be available free of charge on Dana’s website at https://danaincorporated.gcs-web.com/. The information included on, or accessible through, Eaton or Dana’s website is not incorporated by reference into this communication.
Participants in the Solicitation
Eaton, Dana, SpinCo and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Eaton, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Eaton’s proxy statement for its 2026 Annual General Meeting of Shareholders, which was filed with the SEC on March 13, 2026. Information about the directors and executive officers of Dana, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Form S-1/S-4 and the Form S-4. Investors should read Form S-1/S-4, Schedule TO, Form S-4, the prospectus/offer to exchange and the proxy statement/prospectus carefully if and when available before making any voting or investment decisions. You may obtain free copies of these documents from Eaton or Dana using the sources indicated above.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or in a transaction exempt from the registration requirements of the Securities Act.
Note Regarding Use of Non-GAAP Financial Measures
In addition to the financial measures presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), this communication includes certain non-GAAP financial measures (collectively, the “Non-GAAP Measures”), such as adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss) attributable to the parent company, diluted adjusted EPS, and adjusted free cash flow.
Adjusted EBITDA is a non-GAAP financial measure which we have defined as net income (loss) before interest, income taxes, depreciation, amortization, equity grant expense, restructuring expense, expenses related to the acquisition of the Eaton Mobility business, non-service cost components of pension and other postretirement benefit costs and other adjustments not related to our core operations (gain/loss on debt extinguishment, pension settlements, divestitures, impairment, etc.). Adjusted EBITDA is a measure of our ability to maintain and continue to invest in our operations and provide shareholder returns. We use adjusted EBITDA in assessing the effectiveness of our business strategies, evaluating and pricing potential acquisitions and as a factor in making incentive compensation decisions. In addition to its use by management, we also believe adjusted EBITDA is a measure widely used by securities analysts, investors and others to evaluate financial performance of our company relative to other Tier 1 automotive suppliers.
Adjusted net income (loss) attributable to the parent company is a non-GAAP financial measure which we have defined as net income (loss) attributable to the parent company, excluding any discrete income tax items, restructuring charges, expenses related to the acquisition of the Eaton Mobility business, amortization expense and other adjustments not related to our core operations (as used in adjusted EBITDA), net of any associated income tax effects. This measure is considered useful for purposes of providing investors, analysts and other interested parties with an indicator of ongoing financial performance that provides enhanced comparability to net income (loss) attributable to the parent company reported by other companies. Adjusted net income (loss) attributable to the parent company is neither intended to represent nor be an alternative measure to net income (loss) attributable to the parent company reported in accordance with GAAP.
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Diluted adjusted EPS is a non-GAAP financial measure which we have defined as adjusted net income (loss) attributable to the parent company divided by adjusted diluted shares. We define adjusted diluted shares as diluted shares as determined in accordance with GAAP based on adjusted net income (loss) attributable to the parent company. This measure is considered useful for purposes of providing investors, analysts and other interested parties with an indicator of ongoing financial performance that provides enhanced comparability to EPS reported by other companies. Diluted adjusted EPS is neither intended to represent nor be an alternative measure to diluted EPS reported in accordance with GAAP.
Adjusted free cash flow is a non-GAAP financial measure which we have defined as net 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 purchase of electric capacity demand rights plus cash paid for Off-Highway business divestiture related activities and cash paid for Eaton Mobility acquisition related activities. 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 (used in) operating activities reported in accordance with GAAP. Adjusted unlevered free cash flow is also a non-GAAP financial measure, which we have defined as adjusted free cash flow less cash interest, net.
These Non-GAAP Measures should not be used in isolation or as a substitute or alternative to results determined in accordance with U.S. GAAP. In addition, Dana’s and Eaton’s definitions of these Non-GAAP Measures may not be comparable to similarly titled non-GAAP financial measures reported by other companies. A reconciliation of these Non-GAAP Measures to the most directly comparable financial measures calculated and reported in accordance with U.S. GAAP can be found in Dana’s filings with the SEC, except for financial guidance, projections and other forward-looking information since such a reconciliation is not practicable without unreasonable effort as Dana is unable to reasonably forecast certain amounts that are necessary for such reconciliation. For example, we have not provided a reconciliation of our adjusted EBITDA outlook to the most comparable GAAP measures of net income (loss). Providing net income (loss) guidance is potentially misleading and not practical given the difficulty of projecting event-driven transactional and other non-core operating items that are included in net income (loss), including restructuring actions, asset impairments and certain income tax adjustments. The accompanying reconciliations of these non-GAAP measures with the most comparable GAAP measures for the historical periods presented are indicative of the reconciliations that will be prepared upon completion of the periods covered by the non-GAAP guidance.
About Dana Incorporated
Dana Incorporated (NYSE: DAN) is a global leader in the design and manufacture of highly efficient propulsion solutions for the light- and commercial-vehicle markets. Guided by its vision to be the world’s best powertrain company, Dana delivers advanced conventional and clean-energy technologies that help customers improve the performance, efficiency, and durability of their vehicles. The company supplies leading vehicle manufacturers and related aftermarkets with industry-defining drive systems, electrodynamic technologies, and thermal and sealing solutions.
Headquartered in Maumee, Ohio, USA, Dana reported sales of $7.5 billion in 2025. With a history dating to 1904, the company employs 27,000 people in 24 countries across six continents. Learn more at dana.com.
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| Contact: | Craig Barber |
+1-419-887-5166
craig.barber@dana.com
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DANA INCORPORATED
Consolidated Statement of Operations (Unaudited)
For the Three Months Ended September 30, 2026 and 2025
| (In millions, except per share amounts) | Three Months Ended September 30, |
|||||||
| 2026 | 2025 | |||||||
| Net sales |
$ | 2,038 | $ | 1,917 | ||||
| Costs and expenses |
||||||||
| Cost of sales |
1,837 | 1,751 | ||||||
| Selling, general and administrative expenses |
97 | 87 | ||||||
| Amortization of intangibles |
1 | 2 | ||||||
| Restructuring charges, net |
5 | 4 | ||||||
| Other income (expense), net |
(6 | ) | (20 | ) | ||||
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|
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| Earnings from continuing operations before interest and income taxes |
92 | 53 | ||||||
| Loss on extinguishment of debt |
(24 | ) | — | |||||
| Interest income |
4 | 3 | ||||||
| Interest expense |
20 | 47 | ||||||
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|
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| Earnings from continuing operations before income taxes |
52 | 9 | ||||||
| Income tax expense (benefit) |
64 | (2 | ) | |||||
| Equity in earnings of affiliates |
2 | 2 | ||||||
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|
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| Net income (loss) from continuing operations |
(10 | ) | 13 | |||||
| Net income from discontinued operations |
29 | 74 | ||||||
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| Net income |
19 | 87 | ||||||
| Less: Noncontrolling interests net income from continuing operations |
4 | 4 | ||||||
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| Net income attributable to the parent company |
$ | 15 | $ | 83 | ||||
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| Net income (loss) per share available to common stockholders |
||||||||
| Basic earnings (loss) per share from continuing operations |
$ | (0.13 | ) | $ | 0.07 | |||
| Basic earnings per share from discontinued operations |
0.27 | 0.58 | ||||||
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| Basic earnings per share |
$ | 0.14 | $ | 0.65 | ||||
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| Diluted earnings (loss) per share from continuing operations |
$ | (0.13 | ) | $ | 0.07 | |||
| Diluted earnings per share from discontinued operations |
0.27 | 0.57 | ||||||
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| Diluted earnings per share |
$ | 0.14 | $ | 0.64 | ||||
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| Weighted-average shares outstanding - Basic |
105.5 | 128.4 | ||||||
| Weighted-average shares outstanding - Diluted |
105.5 | 130.8 | ||||||
DANA INCORPORATED
Consolidated Statement of Operations (Unaudited)
For the Nine Months Ended September 30, 2026 and 2025
| (In millions, except per share amounts) | Nine Months Ended September 30, |
|||||||
| 2026 | 2025 | |||||||
| Net sales |
$ | 5,916 | $ | 5,633 | ||||
| Costs and expenses |
||||||||
| Cost of sales |
5,336 | 5,211 | ||||||
| Selling, general and administrative expenses |
303 | 291 | ||||||
| Amortization of intangibles |
4 | 6 | ||||||
| Restructuring charges, net |
20 | 17 | ||||||
| Other income (expense), net |
(66 | ) | (31 | ) | ||||
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|
|||||
| Earnings from continuing operations before interest and income taxes |
187 | 77 | ||||||
| Loss on extinguishment of debt |
(31 | ) | ||||||
| Interest income |
14 | 8 | ||||||
| Interest expense |
63 | 130 | ||||||
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|
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| Earnings (loss) from continuing operations before income taxes |
107 | (45 | ) | |||||
| Income tax expense |
132 | (2 | ) | |||||
| Equity in earnings of affiliates |
11 | 27 | ||||||
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| Net loss from continuing operations |
(14 | ) | (16 | ) | ||||
| Net income from discontinued operations |
1,124 | 164 | ||||||
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| Net income |
1,110 | 148 | ||||||
| Less: Noncontrolling interests net income from continuing operations |
13 | 13 | ||||||
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| Net income attributable to the parent company |
$ | 1,097 | $ | 135 | ||||
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| Net income (loss) per share available to common stockholders |
||||||||
| Basic loss per share from continuing operations |
$ | (0.25 | ) | $ | (0.21 | ) | ||
| Basic earnings per share from discontinued operations |
10.43 | 1.18 | ||||||
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| Basic earnings per share |
$ | 10.18 | $ | 0.97 | ||||
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| Diluted loss per share from continuing operations |
$ | (0.25 | ) | $ | (0.21 | ) | ||
| Diluted earnings per share from discontinued operations |
10.43 | 1.18 | ||||||
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| Diluted earnings per share |
$ | 10.18 | $ | 0.97 | ||||
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| Weighted-average shares outstanding - Basic |
107.8 | 139.2 | ||||||
| Weighted-average shares outstanding - Diluted |
107.8 | 139.2 | ||||||
DANA INCORPORATED
Consolidated Statement of Comprehensive Income (Unaudited)
For the Three Months Ended September 30, 2026 and 2025
| (In millions) | Three Months Ended September 30, |
|||||||
| 2026 | 2025 | |||||||
| Net income (loss) from continuing operations |
$ | (10 | ) | $ | 13 | |||
| Other comprehensive income (loss) from continuing operations, net of tax: |
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| Currency translation adjustments |
2 | |||||||
| Hedging gains and losses |
(10 | ) | 6 | |||||
| Defined benefit plans |
1 | |||||||
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| Other comprehensive income (loss) from continuing operations |
(10 | ) | 9 | |||||
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| Total comprehensive income (loss) from continuing operations |
(20 | ) | 22 | |||||
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| Net income from discontinued operations |
29 | 74 | ||||||
| Other comprehensive income (loss) from discontinued operations, net of tax: |
||||||||
| Currency translation adjustments |
(10 | ) | ||||||
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| Other comprehensive loss from discontinued operations |
— | (10 | ) | |||||
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| Total comprehensive income from discontinued operations |
29 | 64 | ||||||
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| Total comprehensive income |
9 | 86 | ||||||
| Less: Comprehensive income from continuing operations attributable to noncontrolling interests |
(4 | ) | (3 | ) | ||||
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| Comprehensive income attributable to the parent company |
$ | 5 | $ | 83 | ||||
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DANA INCORPORATED
Consolidated Statement of Comprehensive Income (Unaudited)
For the Nine Months Ended September 30, 2026 and 2025
| (In millions) | Nine Months Ended September 30, |
|||||||
| 2026 | 2025 | |||||||
| Net loss from continuing operations |
$ | (14 | ) | $ | (16 | ) | ||
| Other comprehensive income (loss) from continuing operations, net of tax: |
||||||||
| Currency translation adjustments |
23 | 49 | ||||||
| Hedging gains and losses |
(16 | ) | 47 | |||||
| Defined benefit plans |
(1 | ) | 1 | |||||
|
|
|
|
|
|||||
| Other comprehensive income from continuing operations |
6 | 97 | ||||||
|
|
|
|
|
|||||
| Total comprehensive income (loss) from continuing operations |
(8 | ) | 81 | |||||
|
|
|
|
|
|||||
| Net income from discontinued operations |
1,124 | 164 | ||||||
| Other comprehensive income (loss) from discontinued operations, net of tax: |
||||||||
| Currency translation adjustments |
179 | (2 | ) | |||||
| Hedging gains and losses |
1 | |||||||
|
|
|
|
|
|||||
| Other comprehensive income (loss) from discontinued operations |
179 | (1 | ) | |||||
|
|
|
|
|
|||||
| Total comprehensive income from discontinued operations |
1,303 | 163 | ||||||
|
|
|
|
|
|||||
| Total comprehensive income |
1,295 | 244 | ||||||
| Less: Comprehensive income from continuing operations attributable to noncontrolling interests |
(13 | ) | (14 | ) | ||||
|
|
|
|
|
|||||
| Comprehensive income attributable to the parent company |
$ | 1,282 | $ | 230 | ||||
|
|
|
|
|
|||||
DANA INCORPORATED
Consolidated Balance Sheet (Unaudited)
As of September 30, 2026 and December 31, 2025
| (In millions, except share and per share amounts) | September 30, 2026 |
December 31, 2025 |
||||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 321 | $ | 469 | ||||
| Accounts receivable |
||||||||
| Trade, less allowance for doubtful accounts of $11 in 2026 and $15 in 2025 |
1,298 | 987 | ||||||
| Other |
314 | 254 | ||||||
| Inventories |
987 | 1,015 | ||||||
| Other current assets |
228 | 114 | ||||||
| Current assets of disposal group held for sale |
37 | 1,029 | ||||||
|
|
|
|
|
|||||
| Total current assets |
3,185 | 3,868 | ||||||
| Intangibles |
56 | 71 | ||||||
| Deferred tax assets |
500 | 534 | ||||||
| Other noncurrent assets |
133 | 102 | ||||||
| Investments in affiliates |
114 | 102 | ||||||
| Operating lease assets |
166 | 305 | ||||||
| Property, plant and equipment, net |
1,916 | 1,872 | ||||||
| Noncurrent assets of disposal group held for sale |
8 | 954 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 6,078 | $ | 7,808 | ||||
|
|
|
|
|
|||||
| Liabilities and equity |
||||||||
| Current liabilities |
||||||||
| Short-term debt |
$ | 710 | $ | 615 | ||||
| Current portion of long-term debt |
26 | 30 | ||||||
| Accounts payable |
1,317 | 1,154 | ||||||
| Accrued payroll and employee benefits |
196 | 210 | ||||||
| Taxes on income |
119 | 75 | ||||||
| Current portion of operating lease liabilities |
33 | 41 | ||||||
| Other accrued liabilities |
403 | 495 | ||||||
| Current liabilities of disposal group held for sale |
14 | 688 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
2,818 | 3,308 | ||||||
| Long-term debt, less debt issuance costs of $5 in 2026 and $16 in 2025 |
839 | 2,566 | ||||||
| Noncurrent operating lease liabilities |
128 | 266 | ||||||
| Pension and postretirement obligations |
239 | 249 | ||||||
| Other noncurrent liabilities |
278 | 337 | ||||||
| Noncurrent liabilities of disposal group held for sale |
183 | |||||||
|
|
|
|
|
|||||
| Total liabilities |
4,302 | 6,909 | ||||||
|
|
|
|
|
|||||
| Commitments and contingencies |
||||||||
| Parent company stockholders’ equity |
||||||||
| Preferred stock, 50,000,000 shares authorized, $0.01 par value, no shares outstanding |
— | — | ||||||
| Common stock, 450,000,000 shares authorized, $0.01 par value, 101,060,529 and 112,284,138 shares outstanding |
1 | 1 | ||||||
| Additional paid-in capital |
1,324 | 1,671 | ||||||
| Retained earnings |
1,291 | 235 | ||||||
| Treasury stock, at cost (2,533,552 and 1,944,700 shares) |
(53 | ) | (35 | ) | ||||
| Accumulated other comprehensive loss |
(847 | ) | (1,032 | ) | ||||
|
|
|
|
|
|||||
| Total parent company stockholders’ equity |
1,716 | 840 | ||||||
| Noncontrolling interests |
60 | 59 | ||||||
|
|
|
|
|
|||||
| Total equity |
1,776 | 899 | ||||||
|
|
|
|
|
|||||
| Total liabilities and equity |
$ | 6,078 | $ | 7,808 | ||||
|
|
|
|
|
|||||
DANA INCORPORATED
Consolidated Statement of Cash Flows (Unaudited)
For the Three Months Ended September 30, 2026 and 2025
| Three Months Ended | ||||||||
| (In millions) | September 30, | |||||||
| 2026 | 2025 | |||||||
| Operating activities |
||||||||
| Net income |
$ | 19 | $ | 87 | ||||
| Less: Net income from discontinued operations |
29 | 74 | ||||||
|
|
|
|
|
|||||
| Net income (loss) from continuing operations |
(10 | ) | 13 | |||||
| Depreciation |
84 | 86 | ||||||
| Amortization |
2 | 3 | ||||||
| Amortization of deferred financings charges |
3 | 1 | ||||||
| Redemption premium on debt |
20 | |||||||
| Earnings of affiliates, net of dividends received |
(2 | ) | 21 | |||||
| Stock compensation expense |
9 | 8 | ||||||
| Deferred income taxes |
(10 | ) | (41 | ) | ||||
| Pension expense, net |
(1 | ) | ||||||
| Change in working capital |
33 | (10 | ) | |||||
| Change in other noncurrent assets and liabilities |
(27 | ) | (43 | ) | ||||
| Loss on divestiture of ownership interests |
(19 | ) | ||||||
| Other, net |
10 | (46 | ) | |||||
|
|
|
|
|
|||||
| Net cash provided by (used in) operating activities from continuing operations |
112 | (28 | ) | |||||
| Net cash provided by (used in) operating activities from discontinued operations |
(10 | ) | 139 | |||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
102 | 111 | ||||||
|
|
|
|
|
|||||
| Investing activities |
||||||||
| Purchases of property, plant and equipment |
(70 | ) | (49 | ) | ||||
| Proceeds from sale of property, plant and equipment |
1 | |||||||
| Settlements of undesignated derivatives |
(8 | ) | (9 | ) | ||||
| Other, net |
(4 | ) | ||||||
|
|
|
|
|
|||||
| Net cash used in investing activities from continuing operations |
(78 | ) | (61 | ) | ||||
| Net cash used in investing activities from discontinued operations |
(2 | ) | (9 | ) | ||||
|
|
|
|
|
|||||
| Net cash used in investing activities |
(80 | ) | (70 | ) | ||||
|
|
|
|
|
|||||
| Financing activities |
||||||||
| Net change in short-term debt |
197 | (150 | ) | |||||
| Proceeds from Term A Facility |
500 | 250 | ||||||
| Repayment of long-term debt |
(483 | ) | (6 | ) | ||||
| Redemption premium on debt |
(20 | ) | ||||||
| Dividends paid to common stockholders |
(13 | ) | (13 | ) | ||||
| Repurchases of common stock |
(200 | ) | (182 | ) | ||||
| Distributions to noncontrolling interests |
(8 | ) | (11 | ) | ||||
| Other, net |
(1 | ) | ||||||
|
|
|
|
|
|||||
| Net cash used in financing activities |
(28 | ) | (112 | ) | ||||
|
|
|
|
|
|||||
| Net decrease in cash, cash equivalents and restricted cash |
(6 | ) | (71 | ) | ||||
| Cash, cash equivalents and restricted cash – beginning of period |
349 | 501 | ||||||
| Effect of exchange rate changes on cash balances |
(3 | ) | (1 | ) | ||||
|
|
|
|
|
|||||
| Cash, cash equivalents and restricted cash – end of period |
$ | 340 | $ | 429 | ||||
|
|
|
|
|
|||||
DANA INCORPORATED
Consolidated Statement of Cash Flows (Unaudited)
For the Nine Months Ended September 30, 2026 and 2025
| Nine Months Ended | ||||||||
| (In millions) | September 30, | |||||||
| 2026 | 2025 | |||||||
| Operating activities |
||||||||
| Net income |
$ | 1,110 | $ | 148 | ||||
| Less: Net income from discontinued operations |
1,124 | 164 | ||||||
|
|
|
|
|
|||||
| Net loss from continuing operations |
(14 | ) | (16 | ) | ||||
| Depreciation |
250 | 257 | ||||||
| Amortization |
7 | 9 | ||||||
| Amortization of deferred financings charges |
5 | 4 | ||||||
| Redemption premium on debt |
20 | |||||||
| Earnings of affiliates, net of dividends received |
(10 | ) | (4 | ) | ||||
| Stock compensation expense |
28 | 31 | ||||||
| Deferred income taxes |
20 | (67 | ) | |||||
| Pension expense, net |
(4 | ) | (1 | ) | ||||
| Change in working capital |
(188 | ) | (212 | ) | ||||
| Change in other noncurrent assets and liabilities |
(50 | ) | (56 | ) | ||||
| (Gain) loss on divestiture of ownership interests |
8 | (12 | ) | |||||
| Noncash electric vehicle program termination charges |
59 | |||||||
| Other, net |
(29 | ) | 8 | |||||
|
|
|
|
|
|||||
| Net cash provided by (used in) operating activities from continuing operations |
102 | (59 | ) | |||||
| Net cash provided by (used in) operating activities from discontinued operations |
(86 | ) | 165 | |||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
16 | 106 | ||||||
|
|
|
|
|
|||||
| Investing activities |
||||||||
| Purchases of property, plant and equipment |
(274 | ) | (153 | ) | ||||
| Proceeds from sale of property, plant and equipment |
2 | 12 | ||||||
| Proceeds from sales of investments |
1 | 57 | ||||||
| Settlements of undesignated derivatives |
(14 | ) | (15 | ) | ||||
|
|
|
|
|
|||||
| Net cash used in investing activities from continuing operations |
(285 | ) | (99 | ) | ||||
| Net cash provided by (used) in investing activities from discontinued operations |
2,526 | (31 | ) | |||||
|
|
|
|
|
|||||
| Net cash provided by (used in) investing activities |
2,241 | (130 | ) | |||||
|
|
|
|
|
|||||
| Financing activities |
||||||||
| Net change in short-term debt |
(421 | ) | 372 | |||||
| Proceeds from Term A Facility |
500 | 250 | ||||||
| Repayment of long-term debt |
(1,821 | ) | (216 | ) | ||||
| Redemption premium on debt |
(20 | ) | ||||||
| Dividends paid to common stockholders |
(39 | ) | (42 | ) | ||||
| Repurchases of common stock |
(369 | ) | (439 | ) | ||||
| Distributions to noncontrolling interests |
(10 | ) | (14 | ) | ||||
| Payment for mandatorily redeemable noncontrolling interest |
(190 | ) | ||||||
| Swap settlements |
(14 | ) | ||||||
| Other, net |
(26 | ) | (8 | ) | ||||
|
|
|
|
|
|||||
| Net cash used in financing activities |
(2,396 | ) | (111 | ) | ||||
|
|
|
|
|
|||||
| Net decrease in cash, cash equivalents and restricted cash |
(139 | ) | (135 | ) | ||||
| Cash, cash equivalents and restricted cash – beginning of period |
486 | 512 | ||||||
| Effect of exchange rate changes on cash balances |
(7 | ) | 52 | |||||
|
|
|
|
|
|||||
| Cash, cash equivalents and restricted cash – end of period |
$ | 340 | $ | 429 | ||||
|
|
|
|
|
|||||
DANA INCORPORATED
Reconciliation of Net Cash Provided By (Used In) Operating Activities to
Adjusted Free Cash Flow (Unaudited)
| Three Months Ended | ||||||||
| (In millions) | September 30, | |||||||
| 2026 | 2025 | |||||||
| Net cash provided by operating activities |
$ | 102 | $ | 111 | ||||
| Purchases of property, plant and equipment - Continuing operations |
(70 | ) | (49 | ) | ||||
| Purchases of property, plant and equipment - Discontinued operations |
(2 | ) | (11 | ) | ||||
| Proceeds from sale of property, plant and equipment - Continuing operations |
— | 1 | ||||||
| Cash paid for purchase of electrical capacity demand rights |
24 | — | ||||||
| Cash paid for Off-Highway business divestiture related activities |
11 | 49 | ||||||
| Cash paid for Mobility business acquisition related activities |
1 | — | ||||||
|
|
|
|
|
|||||
| Adjusted free cash flow |
$ | 66 | $ | 101 | ||||
|
|
|
|
|
|||||
| Nine Months Ended | ||||||||
| (In millions) | September 30, | |||||||
| 2026 | 2025 | |||||||
| Net cash provided by operating activities |
$ | 16 | $ | 106 | ||||
| Purchases of property, plant and equipment - Continuing operations |
(274 | ) | (153 | ) | ||||
| Purchases of property, plant and equipment - Discontinued operations |
(3 | ) | (33 | ) | ||||
| Proceeds from sale of property, plant and equipment - Continuing operations |
2 | 12 | ||||||
| Cash paid for purchase of leased facilities |
88 | |||||||
| Cash paid for purchase of electrical capacity demand rights |
24 | |||||||
| Cash paid for Off-Highway business divestiture related activities |
85 | 61 | ||||||
| Cash paid for Mobility business acquisition related activities |
1 | |||||||
|
|
|
|
|
|||||
| Adjusted free cash flow |
$ | (61 | ) | $ | (7 | ) | ||
|
|
|
|
|
|||||
DANA INCORPORATED
Segment Sales and Adjusted EBITDA (Unaudited)
For the Three Months Ended September 30, 2026 and 2025
| Three Months Ended | ||||||||
| (In millions) | September 30, | |||||||
| 2026 | 2025 | |||||||
| Sales |
||||||||
| Light Vehicle |
$ | 1,371 | $ | 1,353 | ||||
| Commercial Vehicle |
667 | 564 | ||||||
|
|
|
|
|
|||||
| Total Sales |
$ | 2,038 | $ | 1,917 | ||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
||||||||
| Light Vehicle |
$ | 151 | $ | 126 | ||||
| Commercial Vehicle |
69 | 51 | ||||||
| Corporate expense and other items, net |
(2 | ) | (15 | ) | ||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
$ | 218 | $ | 162 | ||||
|
|
|
|
|
|||||
DANA INCORPORATED
Segment Sales and Adjusted EBITDA (Unaudited)
For the Nine Months Ended September 30, 2026 and 2025
| Nine Months Ended | ||||||||
| (In millions) | September 30, | |||||||
| 2026 | 2025 | |||||||
| Sales |
||||||||
| Light Vehicle |
$ | 4,019 | $ | 3,901 | ||||
| Commercial Vehicle |
1,897 | 1,732 | ||||||
|
|
|
|
|
|||||
| Total Sales |
$ | 5,916 | $ | 5,633 | ||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
||||||||
| Light Vehicle |
$ | 406 | $ | 306 | ||||
| Commercial Vehicle |
200 | 139 | ||||||
| Corporate expense and other items, net |
(10 | ) | (43 | ) | ||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
$ | 596 | $ | 402 | ||||
|
|
|
|
|
|||||
DANA INCORPORATED
Reconciliation of Earnings From Continuing Operations Before
Income Taxes to Adjusted EBITDA (Unaudited)
For the Three Months Ended September 30, 2026 and 2025
| Three Months Ended | ||||||||
| (In millions) | September 30, | |||||||
| 2026 | 2025 | |||||||
| Earnings from continuing operations before income taxes |
$ | 52 | $ | 9 | ||||
| Adjustments related to continuing operations |
||||||||
| Loss on extinguishment of debt |
24 | — | ||||||
| Interest income |
(4 | ) | (3 | ) | ||||
| Interest expense |
20 | 47 | ||||||
| Depreciation |
84 | 86 | ||||||
| Amortization |
2 | 3 | ||||||
| Non-service cost components of pension and OPEB costs |
— | 3 | ||||||
| Restructuring charges, net |
5 | 4 | ||||||
| Stock compensation expense |
9 | 8 | ||||||
| Strategic transaction expenses |
20 | 6 | ||||||
| Gain on sale of property, plant and equipment |
— | 1 | ||||||
| Supplier capacity charge adjustment |
— | (2 | ) | |||||
| Electric vehicle program termination charges |
1 | — | ||||||
| Foreign exchange gain on unhedged intercompany loans |
4 | — | ||||||
| Other items |
1 | — | ||||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
$ | 218 | $ | 162 | ||||
|
|
|
|
|
|||||
DANA INCORPORATED
Reconciliation of Earnings (Loss) From Continuing Operations Before
Income Taxes to Adjusted EBITDA (Unaudited)
For the Nine Months Ended September 30, 2026 and 2025
| Nine Months Ended | ||||||||
| (In millions) | September 30, | |||||||
| 2026 | 2025 | |||||||
| Earnings (loss) from continuing operations before income taxes |
$ | 107 | $ | (45 | ) | |||
| Adjustments related to continuing operations |
||||||||
| Loss on extinguishment of debt |
31 | — | ||||||
| Interest income |
(14 | ) | (8 | ) | ||||
| Interest expense |
63 | 130 | ||||||
| Depreciation |
250 | 257 | ||||||
| Amortization |
7 | 9 | ||||||
| Non-service cost components of pension and OPEB costs |
4 | 7 | ||||||
| Restructuring charges, net |
20 | 17 | ||||||
| Stock compensation expense |
28 | 31 | ||||||
| Strategic transaction expenses |
40 | 12 | ||||||
| Supplier capacity charge adjustment |
— | (21 | ) | |||||
| Amounts attributable to previously closed/divested operations |
1 | — | ||||||
| Distressed supplier costs |
2 | — | ||||||
| Loss on divestiture of ownership interests |
8 | 7 | ||||||
| Electric vehicle program termination charges |
65 | — | ||||||
| Foreign exchange gain on unhedged intercompany loans |
(19 | ) | — | |||||
| Other items |
3 | 6 | ||||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
$ | 596 | $ | 402 | ||||
|
|
|
|
|
|||||
DANA INCORPORATED
Reconciliation of Net Income (Loss) Attributable to the Parent Company to
Adjusted Net Income Attributable to the Parent Company and
Diluted Adjusted EPS (Unaudited)
For the Three Months Ended September 30, 2026 and 2025
| (In millions, except per share amounts) | Three Months Ended | |||||||
| September 30, | ||||||||
| 2026 | 2025 | |||||||
| Net income attributable to the parent company |
$ | 15 | $ | 83 | ||||
| Items impacting income before income taxes: |
||||||||
| Amortization |
2 | 3 | ||||||
| Restructuring charges, net |
5 | 4 | ||||||
| Strategic transaction expenses |
20 | 6 | ||||||
| Supplier capacity commitment charge adjustment |
(2 | ) | ||||||
| Electric vehicle program termination charges |
1 | |||||||
| Loss on extinguishment of debt |
24 | |||||||
| Foreign exchange gain on unhedged intercompany loans |
4 | |||||||
| Net (income) loss from discontinued operations |
(29 | ) | (74 | ) | ||||
| Other items |
(1 | ) | ||||||
| Items impacting income taxes: |
||||||||
| Net income tax benefit on items above |
14 | (4 | ) | |||||
| Income tax expense attributable to various discrete tax matters |
(11 | ) | (21 | ) | ||||
|
|
|
|
|
|||||
| Adjusted net income (loss) attributable to the parent company |
$ | 44 | $ | (5 | ) | |||
|
|
|
|
|
|||||
| Diluted shares - as reported |
105.5 | 130.8 | ||||||
| Adjusted diluted shares |
107.0 | 128.4 | ||||||
| Diluted adjusted EPS |
$ | 0.41 | $ | (0.04 | ) | |||
DANA INCORPORATED
Reconciliation of Net Income Attributable to the Parent Company to
Adjusted Net Income (Loss) Attributable to the Parent Company and
Diluted Adjusted EPS (Unaudited)
For the Nine Months Ended September 30, 2026 and 2025
| (In millions, except per share amounts) | Nine Months Ended | |||||||
| September 30, | ||||||||
| 2026 | 2025 | |||||||
| Net income attributable to the parent company |
$ | 1,097 | $ | 135 | ||||
| Items impacting income before income taxes: |
||||||||
| Amortization |
7 | 9 | ||||||
| Restructuring charges, net |
20 | 17 | ||||||
| Strategic transaction expenses |
40 | 12 | ||||||
| Supplier capacity commitment charge adjustment |
(21 | ) | ||||||
| Loss on divestiture of ownership interests |
8 | 7 | ||||||
| Electric vehicle program termination charges |
65 | |||||||
| Loss on extinguishment of debt |
31 | |||||||
| Amounts attributable to previously closed/divested operation |
1 | |||||||
| Distressed supplier costs |
2 | |||||||
| Foreign exchange gain on unhedged intercompany loans |
(19 | ) | ||||||
| Net income from discontinued operations |
(1,124 | ) | (164 | ) | ||||
| Items impacting income taxes: |
||||||||
| Net income tax benefit on items above |
(48 | ) | (9 | ) | ||||
| Income tax expense (benefit) attributable to various discrete tax matters |
1 | (26 | ) | |||||
|
|
|
|
|
|||||
| Adjusted net income (loss) attributable to the parent company |
$ | 81 | $ | (40 | ) | |||
|
|
|
|
|
|||||
| Diluted shares - as reported |
107.8 | 139.2 | ||||||
| Adjusted diluted shares |
109.2 | 139.2 | ||||||
| Diluted adjusted EPS |
$ | 0.74 | $ | (0.29 | ) | |||
October 28, 2026 2026 Third-Quarter Conference Call
Disclaimers Cautionary Notes on Forward-Looking Statements This communication includes “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between Eaton Corporation plc (“Eaton”), Dana Incorporated (“Dana”) and Mobility (USA) Corporation (“SpinCo”), as well as statements regarding Dana’s business, financial condition and results of operations more generally. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “potential,” “continue,” “ongoing,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding Dana’s current expectations, estimates and projections about its industry and business, the expected timing and structure of the proposed transaction and financing of the transaction, the ability of the parties to complete the proposed transaction, the expected benefits of the proposed transaction, including future financial and operating results and strategic and synergistic benefits, the tax consequences of the proposed transaction and the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking statements. These forward-looking statements are based on Dana’s current expectations and are subject to risks and uncertainties and are not guarantees of future results. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, the ability to complete the proposed transaction on the timeframe or on the terms currently anticipated or at all, including due to a failure to obtain requisite stockholder and/or regulatory approvals; risks related to difficulties, inabilities or delays in integrating the businesses of Dana and SpinCo; the ability to realize the anticipated benefits of the proposed transaction, including estimated combined EBITDA, estimated combined revenue and estimated run-rate cost synergies; potential impact of the proposed transaction on Dana’s stock price; restrictions on the conduct of Dana’s business prior to and after closing and on its ability to pursue alternatives to the proposed transaction; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, or unforeseen or unknown liabilities; the ability of the combined company to implement its business strategy; the inability of the combined company to retain and hire key personnel; the occurrence of any event that could give rise to termination of the proposed transaction; the risk that stockholder litigation in connection with the proposed transaction or other litigation, settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; risks relating to the ability to obtain financing for the transaction upon acceptable terms or at all; evolving legal, regulatory and tax regimes; changes in general economic and/or industry specific conditions; global economic repercussions related to U.S. and global inflationary pressures and potential recessionary concerns; the risks that the anticipated tax treatment of the proposed transaction is not obtained; the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of Eaton; risks related to the disruption of management time from ongoing business operations due to the pendency of the proposed transaction, or other effects of the pendency of the proposed transaction on the relationship of any of the parties to the transaction with their employees, customers, suppliers or other counterparties; and other risk factors detailed from time to time in Dana’s reports filed with the Securities and Exchange Commission (the “SEC”), including Dana’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive. Any forward-looking statements speak only as of the date of this communication. Dana does not undertake, and expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements. Important Information About the Transaction and Where to Find It In connection with the proposed transaction, SpinCo filed with the SEC a registration statement on Form S-1/S-4 (the “Form S-1/S-4”) that constitutes a prospectus with respect to the shares of common stock, par value $0.01 per share, of SpinCo (the “SpinCo shares”) to be issued to Eaton shareholders in the proposed exchange offer (the “prospectus/offer to exchange”). Eaton intends to file with the SEC a tender offer statement (the “Schedule TO”) with respect to the offer by Eaton to exchange all SpinCo shares for ordinary shares, par value $0.01 per share, of Eaton that are validly tendered and not properly withdrawn prior to the expiration of the exchange offer (if any). In addition, SpinCo filed with the SEC a registration statement on Form S-4 (the “Form S-4”) that includes a proxy statement of Dana and that also constitutes a prospectus of SpinCo with respect to the SpinCo shares to be issued in the proposed merger (the “proxy statement/prospectus”). Each of Eaton, SpinCo and Dana may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the Form S-1/S-4, Schedule TO, Form S-4, prospectus/offer to exchange, proxy statement/prospectus or any other document that Eaton, SpinCo or Dana may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, THE SCHEDULE TO; THE PROSPECTUS/OFFER TO EXCHANGE, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT EATON, DANA, SPINCO AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the Form S-1/S-4, Schedule TO, Form S-4, the prospectus/offer to exchange and the proxy statement/prospectus and other documents containing important information about Eaton, Dana and SpinCo and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with, or furnished to, the SEC by Eaton and SpinCo will be available free of charge on Eaton’s website at https://www.eaton.com/us/en-us/company/investor-relations.html. Copies of the documents filed with, or furnished to, the SEC by Dana will be available free of charge on Dana’s website at https://danaincorporated.gcs-web.com/. The information included on, or accessible through, Eaton or Dana’s website is not incorporated by reference into this communication. Participants in the Solicitation Eaton, Dana, SpinCo and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Eaton, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Eaton’s proxy statement for its 2026 Annual General Meeting of Shareholders, which was filed with the SEC on March 13, 2026. Information about the directors and executive officers of Dana, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Form S-1/S-4 and Form S-4. Investors should read Form S-1/S-4, Schedule TO, Form S-4, the prospectus/offer to exchange and the proxy statement/prospectus carefully if and when available before making any voting or investment decisions. You may obtain free copies of these documents from Eaton or Dana using the sources indicated above. No Offer or Solicitation This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or in a transaction exempt from the registration requirements of the Securities Act. Note Regarding Use of Non-GAAP Financial Measures In addition to the financial measures presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), this communication includes certain non-GAAP financial measures (collectively, the “Non-GAAP Measures”), such as adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss) attributable to the parent company, diluted adjusted EPS, and adjusted free cash flow. Adjusted EBITDA is a non-GAAP financial measure which we have defined as net income (loss) before interest, income taxes, depreciation, amortization, equity grant expense, restructuring expense, expenses related to the acquisition of the Eaton Mobility business, non-service cost components of pension and other postretirement benefit costs and other adjustments not related to our core operations (gain/loss on debt extinguishment, pension settlements, divestitures, impairment, etc.). Adjusted EBITDA is a measure of our ability to maintain and continue to invest in our operations and provide shareholder returns. We use adjusted EBITDA in assessing the effectiveness of our business strategies, evaluating and pricing potential acquisitions and as a factor in making incentive compensation decisions. In addition to its use by management, we also believe adjusted EBITDA is a measure widely used by securities analysts, investors and others to evaluate financial performance of our company relative to other Tier 1 automotive suppliers. Adjusted net income (loss) attributable to the parent company is a non-GAAP financial measure which we have defined as net income (loss) attributable to the parent company, excluding any discrete income tax items, restructuring charges, expenses related to the acquisition of the Eaton Mobility business, amortization expense and other adjustments not related to our core operations (as used in adjusted EBITDA), net of any associated income tax effects. This measure is considered useful for purposes of providing investors, analysts and other interested parties with an indicator of ongoing financial performance that provides enhanced comparability to net income (loss) attributable to the parent company reported by other companies. Adjusted net income (loss) attributable to the parent company is neither intended to represent nor be an alternative measure to net income (loss) attributable to the parent company reported in accordance with GAAP. Diluted adjusted EPS is a non-GAAP financial measure which we have defined as adjusted net income (loss) attributable to the parent company divided by adjusted diluted shares. We define adjusted diluted shares as diluted shares as determined in accordance with GAAP based on adjusted net income (loss) attributable to the parent company. This measure is considered useful for purposes of providing investors, analysts and other interested parties with an indicator of ongoing financial performance that provides enhanced comparability to EPS reported by other companies. Diluted adjusted EPS is neither intended to represent nor be an alternative measure to diluted EPS reported in accordance with GAAP. Adjusted free cash flow is a non-GAAP financial measure which we have defined as net 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 purchase of electric capacity demand rights plus cash paid for Off-Highway business divestiture related activities and cash paid for Eaton Mobility acquisition related activities. 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 (used in) operating activities reported in accordance with GAAP. Adjusted unlevered free cash flow is also a non-GAAP financial measure, which we have defined as adjusted free cash flow less cash interest, net. These Non-GAAP Measures should not be used in isolation or as a substitute or alternative to results determined in accordance with U.S. GAAP. In addition, Dana’s and Eaton’s definitions of these Non-GAAP Measures may not be comparable to similarly titled non-GAAP financial measures reported by other companies. A reconciliation of these Non-GAAP Measures to the most directly comparable financial measures calculated and reported in accordance with U.S. GAAP can be found in Dana’s filings with the SEC, except for financial guidance, projections and other forward-looking information since such a reconciliation is not practicable without unreasonable effort as Dana is unable to reasonably forecast certain amounts that are necessary for such reconciliation. For example, we have not provided a reconciliation of our adjusted EBITDA outlook to the most comparable GAAP measures of net income (loss). Providing net income (loss) guidance is potentially misleading and not practical given the difficulty of projecting event-driven transactional and other non-core operating items that are included in net income (loss), including restructuring actions, asset impairments and certain income tax adjustments. The accompanying reconciliations of these non-GAAP measures with the most comparable GAAP measures for the historical periods presented are indicative of the reconciliations that will be prepared upon completion of the periods covered by the non-GAAP guidance.
Craig Barber Senior Director, Investor Relations and Corporate Communications Timothy Kraus Executive Vice President and Chief Financial Officer Agenda Byron Foster Chief Executive Officer
Solid third-quarter results driven by productivity gains and commercial actions Business Overview Eaton Mobility Transaction on Track and Pre-Closing Share Repurchases Increased See "Disclaimers" for comments regarding the presentation of non-GAAP measures Operating performance $2B Sales +$121M vs. Q3 2025 $218M Adjusted EBITDA 10.7% EBITDA margin +220 basis points vs. Q3 2025 Cost savings On track to achieve target by year end $320M Realized program-to-date $60M Realized year-to-date $325M Program target to be realized in Q4 Share repurchases Increased to $469M in 2026 Third Quarter $200M Returned to shareholders ~6.6M shares repurchased Year-to-Date $369M Returned to shareholders ~$100M more planned in 2026 Program-to-Date $1,020M Returned to shareholders $2B authorization completion accelerated to mid-2029 +$56M vs. Q3 2025 Continuing to offset ~$40M of stranded costs from the Off-Highway sale Program active until Eaton Mobility transaction closes around the end of Q1 2027
Eaton Mobility Transaction Update Highly strategic combination Brings together two companies with complementary product portfolios Creates a focused, scaled powertrain leader, accelerating the Dana 2030 plan Combination to be structured as a split-off and Reverse Morris Trust transaction Intended to be tax-free to Dana and Eaton shareholders for U.S. federal income tax purposes Provides for orderly distribution of shares to Eaton shareholders interested in New Dana Expect to achieve at least $250M run-rate cost synergies within 24 months post-close Achievable synergy plan leveraging Dana’s strong history of cost savings realizations and successful business integrations Sales synergies expected from strong product fit and combined sales force Maintains attractive pro forma synergized 2026 net leverage of ~1.6x, inclusive of the additional $100M in share buybacks Transaction tracking to close around the end of the first quarter of 2027 Only one remaining regulatory approval pending Mobility A Powerful Strategic and Financial Combination, Which Provides Significant Value for Dana Shareholders Key Transaction Elements
Estimated Timeline to Close Transaction ~ End of Q1 2027 Target for transaction close Mobility On Track to Execute a Transaction that Drives Significant Value Above Dana’s Standalone Trajectory Expected special shareholder meeting date Today December 7 Continued strong execution in the business Q4 / FY 2026 Earnings ~ Mid- February Q3 Received nearly all regulatory approvals, with only one remaining
Combination Enhances and Accelerates Dana 2030 Objectives Objectives Mobility Traditional Product Growth Broader Scope of Products, e.g., Complete Drivetrain System Aftermarket Growth Accelerated Aftermarket Expansion and Increased Breadth Applied Technologies Growth Further Market Expansion with Complementary Product Set Manufacturing Excellence Accelerated Automation, Efficiency Across Broader Footprint Structural Cost Reduction Application of Best Practices and Strict Cost Discipline 2030 Sales Target of $14-$15 Billion with the Combination Areas of particular strength Areas of particular strength Mobility
Dana 2030: Automation Initial Phase 11 Plants executing automation projects 38 Automation units deployed, including robots, cobots, and AMRs $20M Run-rate cost savings in 2027 56 Additional automation units in progress Robot Cobot Autonomous Mobile Robot (AMR)
Business Combination Growth Opportunities Complementary Products, Channels, and Capabilities Create Incremental Growth Opportunities Beyond the $250M of identified cost synergies, we see significant revenue synergy opportunities incremental to Dana 2030 growth targets Aftermarket: Leverage Dana’s North American ‘big-box’ retail relationships to expand distribution of Eaton Mobility products Utilize Dana’s larger European aftermarket presence to introduce Eaton Mobility products across new channels and geographies Capitalize on Eaton Mobility’s North American remanufacturing capabilities to expand commercial vehicle driveline offerings Commercial Vehicle / Light Vehicle: Utilize Eaton Mobility’s larger North American commercial vehicle fleet sales force to expand Dana driveline product penetration Capitalize on strong light vehicle customer interest in Eaton Mobility products Leverage Dana’s global OEM relationships to expand Eaton Mobility product penetration Mobility
Commercial Vehicle Market Outlook Source: ACT Research, S&P, Company Forecasts North American Class 8 Production Volume North American Class 5-7 and Bus Production Volume Market Snapshot Improving freight economics and replacement demand support recovery Elevated backlogs provide visibility as production ramps Supply-chain constraints and regulatory uncertainty pose greatest risk to near-term volumes Market Snapshot Replacement demand supports sustained market recovery Government, utility and infrastructure investment driving vocational demand Near-term market recovery driven by urban freight delivery, E-commerce growth and dealer inventory stocking CAGR CAGR Dana Market Share Gains Leveraging Increasing Production Volumes
Financial Review
Higher sales driven by stronger commercial vehicle demand, backlog conversion, and commercial and cost-recovery actions Operational efficiencies, favorable mix, material cost savings, cost-recovery actions, and structural cost actions drove higher adjusted EBITDA Net interest expense declined $28 million following debt-reduction actions completed after the Off-Highway divestiture Higher tax expense included a $29 million charge related to a foreign income-tax settlement partially offset by a $12 million benefit associated with post Off-Highway sale restructuring actions The continuing-operations loss primarily reflects higher tax expense and a $24 million loss on the redemption of the 2031 Euro Notes ($ in millions, except EPS) Q3 ‘26 Q3 ‘25 Change Sales $2,038 $1,917 $121 Adjusted EBITDA 218 162 56 Margin 10.7% 8.5% 220 bps EBIT 92 53 39 Interest Expense, Net 16 44 (28) Income Tax Expense (Benefit) 64 (2) 66 Net Income (Loss) (Continuing Operations) (10) 13 (23) Adjusted Net Income 44 (5) 49 Diluted Adjusted EPS $0.41 $(0.04) $0.45 Changes from Prior Year 2026 Q3 Financial Results Higher Sales and Strong Operational Execution Drove 220 Basis Points of Margin Expansion See "Disclaimers" for comments regarding the presentation of non-GAAP measures
Strong profit conversion on organic growth, driven by favorable commercial vehicle mix and backlog conversion Operational performance and commercial and cost-recovery actions drove significant margin improvement Annualization of cost-saving actions continues to benefit margin Timing of tariff recoveries was a modest margin headwind Currency was a benefit largely driven by the real and rand Sales Adjusted EBITDA 10.7% Margin 2026 Q3 Sales and Profit Changes Volume Growth, Operating Performance, and Cost Actions Drive Margin Expansion 4.7% Margin 8.5% Margin See "Disclaimers" for comments regarding the presentation of non-GAAP measures
2026 Q3 Adjusted Free Cash Flow Adjusted free cash flow in 2025 includes cash generated from both continuing and discontinued operations, to align with Off-Highway deal structure One-time costs were lower due to completion of most cost reduction programs Lower net interest due to the timing of interest payments related to debt repayment after Off-Highway sale and lower average borrowings Lower taxes due to timing of payments and jurisdictional mix Working capital was impacted by timing of inventory reductions and customer recovery collections Higher capital spending driven by new programs and automation investments 1 Includes costs associated with business acquisitions and divestitures and restructuring. 2 Changes in working capital relating to interest, taxes, restructuring, and transaction costs are included in those respective categories. Changes from Prior Year ($ in millions) 2026 2025 Change Adjusted EBITDA Cont. Ops. $ 218 $ 162 $56 Adjusted EBITDA Disc. Ops. 113 (113) One-Time Costs1 (5) (17) 12 Interest, Net (36) (54) 18 Taxes (24) (47) 23 Working Capital / Other2 (17) 3 (20) Capital Spending, Net (70) (59) (11) Adjusted Free Cash Flow $ 66 $ 101 $(35) Higher Profit and Improved Capital Structure Drive Strong Cash Flow See "Disclaimers" for comments regarding the presentation of non-GAAP measures
2026 Financial Guidance Sales outlook increased $50 million at the midpoint, reflecting stronger commercial vehicle demand and higher commodity recoveries Adjusted EBITDA midpoint maintained at ~$825 million Adjusted free cash flow consistent with last year, as benefits of the Off-Highway divestiture offset the lower earnings due to discontinued operations 2026 Guidance Ranges Sales Outlook Increased; Earnings and Cash Flow Expectations Maintained Guidance Full-Year Outlook Sales ~$7.8B ±$50M Adjusted EBITDA ~$825M ±$25M Implied adjusted EBITDA margin ~10.6% Diluted adjusted EPS ~$2.00 ±$0.25 Adjusted free cash flow ~$325M ±$50M 2026 Currency Assumptions EUR: 1.16 USD/EUR INR: 95.00/USD BRL: 5.25/USD MXN: 18.50/USD THB: 32.25/USD See "Disclaimers" for comments regarding the presentation of non-GAAP measures Range Increased $50M
Organic sales growth supported by backlog conversion, commercial vehicle aftermarket growth, and favorable mix Higher-margin backlog and aftermarket growth expected to drive strong profit conversion Operating efficiency, commercial actions, and execution of cost-reduction initiatives driving significant profit improvement Remaining cost-saving actions to provide further margin improvement Tariff costs expected to be substantially recovered within the year; commodities remain a modest margin headwind Sales Adjusted EBITDA ~10.6% Margin 2026 Full-Year Sales and Profit Changes Favorable Mix, Operating Execution, and Cost Actions Yield Significant Margin Expansion 8.1% Margin See "Disclaimers" for comments regarding the presentation of non-GAAP measures
2026 Full-Year Adjusted Free Cash Flow Adjusted free cash flow in 2025 includes cash generated from both continuing and discontinued operations, to align with Off-Highway deal structure Lower one-time costs, net interest, taxes, and working capital offset nearly all the loss of profit from the divested business Higher capital spending driven by timing of new business launches and investments supporting operational improvements and automation We utilized a portion of the proceeds of the Off-Highway sale to buy out certain facility leases. This was excluded from adjusted free cash flow, as were the proceeds from the sale Changes from Prior Year ($ in millions) 2026 2025 Change Adjusted EBITDA Cont. Ops. $~825 $ 610 $~215 Adjusted EBITDA Disc. Ops. 404 (400) One-Time Costs1 (30) (72) 40 Interest, Net (90) (165) 75 Taxes (115) (177) 60 Working Capital / Other2 35 (13) 50 Capital Spending, Net (300) (256) (45) Adjusted Free Cash Flow $~325 $ 331 $~(5) Increased Profit Driving Strong Adjusted Free Cash Flow 1 Includes costs associated with business acquisitions and divestitures and restructuring. 2 Changes in working capital relating to interest, taxes, restructuring, and transaction costs are included in those respective categories. See "Disclaimers" for comments regarding the presentation of non-GAAP measures
Creating Value Through Execution and Strategic Transformation Combination Positions Dana as a Leading Global Powertrain Systems Provider Transaction on Track Delivered profitable growth and expanded margins Operational execution driving higher earnings and cash generation Delivered strong free cash flow while strengthening the balance sheet Significant progress toward 2030 growth targets with new business wins Continued Strong Execution Mobility Enhancements Pre-closing share repurchases restarted Split-off structure Transaction on track Synergy savings identified Closing expected around end of Q1 2027 Combination positions New Dana as a leading global powertrain systems provider
Q3 Earnings Appendix
* Sales Adjusted EBITDA 9.3% 2026 Q3 Sales and Profit Change by Segment Light Vehicle Systems * Sales Adjusted EBITDA 3.2% Commercial Vehicle Systems 9.0% 11.0% 10.3% See "Disclaimers" for comments regarding the presentation of non-GAAP measures *Corporate cost savings of $9M are allocated to the product groups in performance
Segment Sales Profiles Customers Regions Regions Light Vehicle Systems YTD 9/30/2026 Commercial Vehicle Systems YTD 9/30/2026 AB Volvo Customers
Diluted Adjusted EPS
Segment Data
Segment Data Continued
Cash Flow