DAN 8-K
DANA Inc (DAN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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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 March 31, 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 April 29, 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: April 29, 2026 | By: | /s/ Douglas H. Liedberg | ||||||
| Name: | Douglas H. Liedberg | |||||||
| Title: | Senior Vice President, Chief Legal and | |||||||
| Human Resources Officer and Corporate Secretary | ||||||||
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Exhibit 99.1
Dana Incorporated Reports Strong First-Quarter Results;
Maintains Full-Year Guidance; Announces New Business Win
First- Quarter Highlights:
| • | Sales of $1.9 billion and increase of five percent over the first quarter of 2025 |
| • | Adjusted EBITDA of $171 million; $78 million higher than first quarter of 2025 |
| • | 9.2 percent adjusted EBITDA margin; 400 basis points higher than prior year |
| • | Completed sale of the Off-Highway business |
| • | Achieved $35 million in additional cost savings |
| • | Repurchased 4.4 million shares, returning $125 million to shareholders |
| • | Announced significant new business win |
MAUMEE, Ohio, April 29, 2026 – Dana Incorporated today announced its first-quarter 2026 financial results, delivering strong performance and maintaining full-year guidance.
“Dana’s long-term strategy is clear and built on actions fully within our control – improving our cost structure and executing with discipline” said R. Bruce McDonald, Chairman and Chief Executive Officer. “Our first-quarter results demonstrate our progress with meaningful margin expansion and continued momentum in new business wins. The Dana 2030 plan outlines a clear path to higher sales, structurally higher margins and increased adjusted free cash flow generation. With a best in sector balance sheet, we have continued to generate meaningful value to our shareholders through a continued commitment to disciplined capital allocation.”
Sales in the first quarter of 2026 totaled $1.87 billion, compared with $1.78 billion in the same period of 2025. The improvement was driven by customer recoveries and currency translation.
Adjusted EBITDA for the first quarter was $171 million representing a 9.2 percent margin, compared with $93 million, or 5.2 percent, for the same period in 2025. Cost-savings actions and efficiency improvements were the primary drivers of the improvement.
Operating cash flow in the first quarter of 2026 was a use of $156 million, compared with a use of $37 million in the same period of 2025. Adjusted free cash flow was a use of $195 million, compared with a use of $101 million in the first quarter of 2025.
Dana announced a new business award with Stellantis for the RAM Dakota program, expanding the company’s presence in the compact truck market. The award includes the supply of front drive units and rear axles for an all-new vehicle platform, with production expected to begin in early 2028. This win increases Dana’s three-year net new sales backlog to approximately $950 million, reinforcing continued momentum in high-quality new business.
“Dana 2030 establishes ambitious long-term targets, and our near-term focus is on translating that vision into sustained execution and performance improvement,” said Byron Foster, incoming Chief Executive Officer of Dana Incorporated. “The pace of recent new business wins demonstrates the strength of our product portfolio and reinforces Dana’s long-term growth trajectory. As macro and market conditions begin to improve, we are unlocking incremental operating leverage. At the same time our teams are executing with discipline, improving efficiency, and positioning Dana to deliver increased performance throughout the year.”
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2026 Financial Targets
| Revised Guidance | ||||
| Sales |
$ | 7.30 to $7.70 billion | ||
| Adjusted EBITDA |
$ | 750 to $850 million | ||
| Implied adjusted EBITDA margin |
10.0% to 11.0% | |||
| Diluted Adjusted EPS |
$ | 2.00 to $3.00 | ||
| Adjusted free cash flow |
$ | 250 to $350 million | ||
Dana to Host Conference Call at 9 a.m. Wednesday, April 29
Dana will discuss its first quarter 2026 results in a conference call at 9 a.m. EDT on Wednesday, April 29. The conference call can be accessed by telephone from both domestic and international locations using the information provided below:
Conference ID: 9943139
Participant Toll-Free Dial-In Number: (800) 715-9871
Participant Toll Dial-In Number: 1 (646) 307-1963
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.
Non-GAAP Financial Information
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, 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 EBITDA should not be considered a substitute for earnings (loss) before income taxes, net income (loss) or other results reported in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
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 purchases of leased facilities plus cash paid for Off-Highway business divestiture related costs. 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 free cash flow may not be comparable to similarly titled measures reported by other companies.
Reconciliations of adjusted EBITDA and adjusted free cash flow to the most directly comparable financial measures calculated and presented in accordance with GAAP will be included in our quarterly report on Form 10-Q for the three months ended March 31, 2026. 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 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.
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Forward-Looking Statements
Certain statements and projections contained in this news release are, by their nature, forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations, estimates, and projections about our industry and business, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” and similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties, and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.
Dana’s Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss important risk factors that could affect our business, results of operations and financial condition. The forward-looking statements in this news release speak only as of this date. Dana does not undertake any obligation to revise or update publicly any forward-looking statement for any reason.
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
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2026 First-Quarter Conference Call April 29, 2026
© 2026 Dana Safe Harbor Statement Certain statements and projections contained in this presentation are, by their nature, forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations, estimates and projections about our industry and business, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement. Dana’s Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss important risk factors that could affect our business, results of operations and financial condition. The forward-looking statements in this presentation speak only as of this date. Dana does not undertake any obligation to revise or update publicly any forward-looking statement for any reason. 2
© 2026 Dana Agenda Craig Barber R. Bruce McDonald Byron Foster Timothy Kraus Senior Director, Investor Chairman and Incoming Chief Executive Senior Vice President and Relations and Corporate Officer Chief Financial Officer Chief Executive Officer Communications 3
© 2026 Dana Business Overview First-quarter results in-line with expectations § Adj. EBITDA margin of 9.2%; 400 basis points higher than Q1 2025 Share repurchases § Q1: 4.4 million shares, $125 million; on track for ~$300 million target in 2026 § Program to-date: $775 million; on track for ~$2 billion target through 2030 Achieved $35 million cost savings in first quarter § On track for ~$65 million to be realized in 2026 for a program total of ~$325 million § Expect to substantially offset ~$40 million of stranded costs from the Off-Highway sale in 2026 Strong new business growth of $950 million § ~$200 million in incremental new business awarded in first quarter : Event detailed well-rounded strategy for long-term growth 4 Strong Start to 2026 and Clear Path to Long-Term Profitable Growth
© 2026 Dana 2026 Capital Markets Day Traditional Product Growth Aftermarket Growth Applied Technologies Growth 2030 Financial Targets Driving Multiple Expansion Sales Adj. EBITDA Margin Adj. FCF Margin Manufacturing ~$10 Excellence 14%-15% ~6% billion ~33% ~400 bps ~200 bps Structural vs. midpoint of 2026 Guide vs. midpoint of 2026 Guide vs. midpoint of 2026 Guide Cost 5 Reduction Over 300 Participants Representing all Areas of the Financial Community
© 2026 Dana New Business Award: Stellantis RAM Dakota Program BREAKING NEW S: NE WLY ~$250M AWARDE D Annual Sales Early 2028 Start of Dana Production Dana Value Proposition § Strong customer relationship § Customer desire for speed to market – leveraged Jeep Gladiator rear axle New § Utilize existing capacity to minimize capital investment Front Drive Unit Vehicle 6 and Rear Axle All New Truck Platform Win, Further Penetration in the Compact-Truck Market
© 2026 Dana 2026 Market Outlook and Backlog UP DAT E D 2026 Market Outlook 3-Year Net New Sales Backlog: $750M $950M ($ in millions) Light Trucks 2026 $200 $200 Flat 2027 $200 $300 $500 Commercial 2028 $500 $450 $950 Vehicle Flat 7 Early Signs of Market Improvement; Incremental New Business Win Strengthens Backlog Primary third-party sources: S&P Global and ACT Research
© 2026 Dana The New Dana Dana 2030 Prior Dana § Focused on light and commercial vehicles § Diversified powertrain supplier supporting on- and off-highway customers § Lean cost structure § Improving business performance § 2026 adjusted EBITDA margin of ~10.6% driven by cost reduction initiatives § Growth focused, but “all-in” on EV § Roadmap to 14%-15% § Highly leveraged balanced sheet, § Shareholder-value focus poor historical Adj. FCF generation § Profitable, lower-risk growth § Capex constrained (except EV) § “Best-in-sector” balance sheet with strong FCF generation 8 Focus on Increasing Value to Shareholders and Customers
© 2026 Dana Financial Review 9
© 2026 Dana 2026 Q1 Sales and Profit Changes Sales § Lower end-market demand drove lower volume /mix $6M $1,868M $64M § Improved product mix, cost performance, and operating $48M $1,781M efficiency efforts drove $2M significant margin expansion $0M ($33M) § Tariff benefit due to timing of recoveries benefited sales but negatively impacted margin § Currency was a benefit largely 2025 Vol/Mix Performance Cost Savings Tariff Currency Commodities 2026 driven by the euro Adjusted EBITDA $5M $171M $35M ($2M) ($2M) $15M $27M $93M 4.7% 9.2% 5.2% Margin Margin Margin 2025 Vol/Mix Performance Cost Savings Tariff Currency Commodities 2026 See appendix for comments regarding the presentation of non-GAAP measures 10 Continued Performance Execution and Cost Actions Driving Significant Margin Expansion
© 2026 Dana 2026 Q1 Adjusted Free Cash Flow § Adjusted free cash flow in 2025 Changes from Prior Year includes cash generated from ($ in millions) both continuing and discontinued operations, to align with Off-Highway deal structure 2026 2025 Change § One-time costs were Adjusted EBITDA Cont. Ops $ 171 $ 93 $ 78 significantly lower due to completion of several cost Adjusted EBITDA Disc. Ops 95 (95) reduction programs 1 One-Time Costs (9) (29) 20 § Higher interest due to the timing of interest payments Interest, Net (50) (44) (6) related to debt repayment after Off-Highway sale Taxes (22) (16) (6) § Increased working capital due to higher accounts receivable, Working Capital / Other² (224) (136) (88) and timing of VAT and tooling Capital Spending, Net (61) (64) 3 § Lower capital spending driven by new-program timing Adjusted Free Cash Flow $ (195) $ (101) $ (94) 1 2 Includes costs associated with business acquisitions and divestitures and restructuring. Changes in working capital relating to interest, taxes, restructuring, and transaction costs are included in those respective categories. See appendix for comments regarding the presentation of non- GAAP measures. 11 Higher Profit Partially Offset Impact of Discontinued Operations
© 2026 Dana 2026 Financial Guide 2026 Guidance Ranges § Sales expected to be higher than last year, as increased backlog and recoveries and Full-Year Guidance currency offset lower market Outlook demand and product mix § Adjusted EBITDA expected to increase by $200 million, driven ± Sales ~$7.5B $200M Trending toward by cost savings, operational upper end of range improvements, and higher margin new business ± Adjusted EBITDA ~$800M $50M § Diluted adj. EPS guidance is Trending higher based on 108.7 million in-line with sales weighted average shares. Guidance does not assume Implied adjusted EBITDA future buybacks ~10.0% to ~11.0% margin Consistent § Adjusted free cash flow consistent with last year, as benefits of the Off-Highway divestiture offset the lower ± Diluted adjusted EPS ~$2.50 $0.50 Consistent earnings 2026 Currency Assumptions § EUR: 1.16 USD/EUR ± Adjusted free cash flow ~$300M $50M § INR: 87.00/USD Consistent § BRL: 5.50/USD § MXN: 18.50/USD § THB: 32.28/USD 12 Guidance Maintained with Market and Macro Indicators Trending Positive
© 2026 Dana 2026 Full-Year Sales and Profit Changes Sales § Favorable mix on slightly lower volumes driven by sales $7,500M ~$7,500M ~$15M backlog yielding better ~$60M decremental margins ~$50M § Operating efficiency actions expected to deliver additional (~$95M) ~$0M margin growth (~$30M) § Remaining cost savings actions to provide further margin improvement 2025 Vol/Mix Performance Cost Savings Tariff Currency Commodities 2026 Target § Modest tariff impact due to timing of recoveries Adjusted EBITDA § Commodity price increases driving slight margin headwinds ~$5M ~$10M ~$65M ~$800M due to timing of recoveries ~$100M (~$15M) ~$20M $610M Includes ~$40m of stranded cost elimination 8.1% ~10.6% Margin Margin 2025 Vol/Mix Performance Cost Savings Tariff Currency Commodities 2026 Target See appendix for comments regarding the presentation of non-GAAP measures 13 Operational Efficiencies and Accelerated Cost Actions Drive Margin Expansion
© 2026 Dana 2026 Full-Year Adjusted Free Cash Flow § Adjusted free cash flow in 2025 Changes from Prior Year includes cash generated from ($ in millions) both continuing and discontinued operations, to align with deal structure 2026 2025 Change § Lower one-time costs, net interest, taxes, and working Adjusted EBITDA Cont. Ops $ ~800 $ 610 $ ~190 capital of New Dana offset nearly all of the loss of profit Adjusted EBITDA Disc. Ops 404 (400) from the divested business 1 One-Time Costs (30) (72) 40 § Higher capital spending driven by timing of new business Interest, Net (70) (165) 95 launches and investments supporting operational improvements and automation Taxes (100) (177) 75 § We expect to utilize a portion Working Capital / Other² 25 (13) 40 of the proceeds of the Off- Highway sale to buy out certain Capital Spending, Net (325) (256) (70) facility leases. This will be excluded from adj. free cash Adjusted Free Cash Flow $ ~300 $ 331 $ ~(30) flow as were the proceeds from the sale 1 2 Includes costs associated with business acquisitions and divestitures and restructuring. Changes in working capital relating to interest, taxes, restructuring, and transaction costs are included in those respective categories. See appendix for comments regarding the presentation of non- GAAP measures. 14 Maintaining Cash Flow Post-Divestiture
© 2026 Dana Organic Sales Growth of $2.5 Billion: Update 2025 to 2030 Sales Growth § New business win for Dakota small pick-up secured $200 million in 2028 backlog and ~$50 million in additional backlog ~$10,000M ~$400M +6% CAGR § Delivering ~$2.5 billion of ~$200M organic sales growth by 2030, ~$400M a ~6% CAGR ~$350M ~$200M § Commercial-vehicle market ~$950M improvement and Dana share ~$150M gains in contributing ~$550 Secured million coming off a cycle $7,500M trough ~$200M § Encouraging progress on all Secured moved from growth initiatives unsecured to High Confidence 2028 Backlog § High-margin categories fuel outsized growth, with 2025A 2028 Additional CV Market Aftermarket and Applied Backlog Backlog Technologies adding ~$600 million, accelerating diversification and supporting margin expansion Traditional Aftermarket Applied Technologies Product 15 New Business Win Secures Future Sales and Solidifies Growth Trajectory
© 2026 Dana The Five Elements of Dana 2030 Will Drive: § Above-market growth supported by new business wins – Sales: 6% CAGR Traditional Product – Adj. EBITDA: 17% CAGR Growth – FCF: 11% CAGR § Fundamental improvements in operations for top-quartile margins Aftermarket § Accelerated free cash flow generation Growth § Continued focus on increasing shareholder value Applied Technologies 2030 Financial Targets Driving Multiple Expansion Growth Sales Adj. EBITDA Margin Adj. FCF Margin Manufacturing ~$10 14%-15% ~6% Excellence billion ~33% ~400 bps ~200 bps Structural Cost vs. midpoint of 2026 Guide vs. midpoint of 2026 Guide vs. midpoint of 2026 Guide 16 Reduction See appendix for comments regarding the presentation of non-GAAP measures
© 2026 Dana Appendix 17
© 2026 Dana 2026 Q1 Sales and Profit Change by Segment $4M $1,269M $29M $36M $1,213M Sales $0M ($9M) ($4M) Light Vehicle $1M $5M $112M $9M Systems $0M $31M ($2M) $68M Adjusted EBITDA 5.6% 8.8/% 2025 Vol/Mix Performance* Cost Savings Tariff Currency Commodities 2026 $2M $599M $35M $568M $12M $6M Sales $0M ($24M) Commercial Vehicle $4M $63M $3M $0M $21M Systems 3.2% ($2M) $41M Adjusted ($4M) EBITDA 7.2% 10.5% 18 *Corporate cost savings of $27M are allocated to the product groups in 2025 Vol/Mix Performance* Cost Savings Tariff Currency Commodities 2026 performance See appendix for comments regarding the presentation of non-GAAP measures
© 2026 Dana Segment Sales Profiles Light Vehicle Systems Commercial Vehicle Systems YTD 3/31/2026 YTD 3/31/2026 9% 13% 15% 19% 3% 37% 20% 41% 12% 6% 16% Customers Regions Customers Regions 53% 6% 11% 68% 8% 6% 34% 20% 3% Ford North America PACCAR North America Stellantis N.V. Europe Volkswagen (Traton) Europe Toyota South America Ab Volvo South America Renault/Nissan Asia Pacific Daimler Asia Pacific Tata Ford Other Other 19
© 2026 Dana Non-GAAP Financial Information 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, 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 EBITDA should not be considered a substitute for earnings (loss) before income taxes, net income (loss) or other results reported in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. 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 purchases of leased facilities plus cash paid for Off-Highway business divestiture related costs. 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 free cash flow may not be comparable to similarly titled measures reported by other companies. Reconciliations of adjusted EBITDA and adjusted free cash flow to the most directly comparable financial measures calculated and presented in accordance with GAAP will be included in our quarterly report on Form 10-Q for the three months ended March 31, 2026. 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 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. 20