Stockholders' Equity

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Stockholders' Equity [Text Block]

Stockholders' Equity

Preferred Stock

We are authorized to issue 50,000,000 of Dana preferred stock, par value $0.01 per share. There were no preferred shares outstanding at December 31, 2016 or 2015.

Series B Preferred stock issuance and conversion — We had issued 5.4 million shares of our 4.0% Series B Preferred on January 31, 2008 to certain investors. Dividends accrued daily until conversion into common stock. During 2014, holders of 2,296,802 Series B preferred shares elected to convert those preferred shares into common stock and received 19,517,593 common shares. The common stock issued included shares to satisfy the accrued dividends owed to the converting Series B preferred stockholders. Based on the market price of Dana common stock on the date of conversion, the fair value of the conversions totaled $409. As of July 2, 2014, the per share closing price of our common stock exceeded $22.24 for 20 consecutive trading days. As a result, we exercised our right to cause the conversion of all of the remaining outstanding Series B preferred shares at the conversion price of $11.93 upon fulfillment of the required 90-day notice period ending September 30, 2014. We caused the conversion of 1,506,972 Series B shares with holders receiving 12,631,780 common shares valued at $250 based on the market price of Dana common stock on the date of conversion.

Common Stock

We are authorized to issue 450,000,000 shares of Dana common stock, par value $0.01 per share. At December 31, 2016, there were 150,751,064 shares of our common stock issued and 143,938,280 shares outstanding, net of 6,812,784 in treasury shares. Treasury shares include those shares withheld at cost to satisfy tax obligations from stock awards issued under our stock compensation plan in addition to share repurchases noted below.

Our Board of Directors declared a quarterly cash dividend of six cents per share of common stock in each quarter of 2016. Aggregate 2016 declared and paid dividends total $35. Dividends accrue on restricted stock units (RSUs) granted under our stock compensation program and will be paid in cash or additional units when the underlying units vest.

Treasury stock — During 2014, we reissued 14,879,935 shares of treasury stock in conjunction with the conversion of 1,772,693 Series B preferred shares into common stock. The reissuance of the treasury shares resulted in a $127 charge to additional paid-in capital as the carrying value of the treasury shares reissued exceeded the carrying value of the Series B preferred shares converted. We use the weighted-average pool price of our treasury shares at the date of reissuance to determine the carrying value of treasury shares reissued. In December 2014, we retired 14,600,000 shares of treasury stock. The $294 excess of the cost of the treasury stock over the common stock par value, based on the weighted-average pool price of our treasury shares at the date of retirement, was charged to additional paid-in capital. In December 2015, we retired 18,100,000 shares of treasury stock. The $346 excess of the cost of the treasury stock over the common stock par value, based on the weighted-average pool price of our treasury shares at the date of retirement, was charged to additional paid-in capital.

Share repurchase program — Our Board of Directors approved an expansion of our existing common stock share repurchase program from $1,400 to $1,700 on January 11, 2016. The program expires on December 31, 2017. Under the program, we spent $81 to repurchase 6,612,537 shares of our common stock during 2016 through open market transactions. Approximately $219 remained available under the program for future share repurchases as of December 31, 2016.

Changes in each component of AOCI of the parent —

	Parent Company Stockholders
	Foreign Currency Translation			Hedging			Investments			Defined Benefit Plans			Accumulated Other Comprehensive Loss
Balance, December 31, 2013	$	(242	)	$	—		$	3		$	(488	)	$	(727	)
Other comprehensive income (loss):
Currency translation adjustments	(185		)										(185		)
Holding gains and losses				(12		)	3						(9		)
Reclassification of amount to net income (a)				2			(1		)				1
Venezuela bolivar devaluation										4			4
Net actuarial losses										(156		)	(156		)
Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)										60			60
Other										3			3
Tax benefit				1						11			12
Other comprehensive income (loss)	(185		)	(9		)	2			(78		)	(270		)
Balance, December 31, 2014	(427		)	(9		)	5			(566		)	(997		)
Other comprehensive income (loss):
Currency translation adjustments	(179		)										(179		)
Holding loss on net investment hedge	(2		)										(2		)
Holding gains and losses				(14		)	(3		)				(17		)
Reclassification of amount to net income (a)				20									20
Net actuarial losses										(28		)	(28		)
Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)										25			25
Elimination of net prior service cost and actuarial losses of disposal group										10			10
Tax expense				(1		)				(5		)	(6		)
Other comprehensive income (loss)	(181		)	5			(3		)	2			(177		)
Balance, December 31, 2015	(608		)	(4		)	2			(564		)	(1,174		)
Other comprehensive income (loss):
Currency translation adjustments	(43		)										(43		)
Holding gains and losses				(16		)	3						(13		)
Reclassification of amount to net income (a)				(14		)	(7		)				(21		)
Net actuarial losses										(88		)	(88		)
Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)										26			26
Elimination due to sale of subsidiary	2						2			1			5
Tax benefit	3									21			24
Other comprehensive loss	(38		)	(30		)	(2		)	(40		)	(110		)
Balance, December 31, 2016	$	(646	)	$	(34	)	$	—		$	(604	)	$	(1,284	)

___________________________________________________

Notes:

(a) Foreign currency contract and investment reclassifications are included in Other income, net.

(b) See Note 11 for additional details.