Note 2 - Discontinued Operations

3 Months Ended

Mar. 31, 2026

Discontinued Operations, Disposed of by Sale [Member]

Notes to Financial Statements

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Note 2. Discontinued Operations

In June 2025, we entered into a definitive agreement to sell our Off-Highway business to Allison Transmission Holdings, Inc. (Allison). The transaction closed on January 1, 2026, with Dana receiving gross cash proceeds of $2,664. The sale price is subject to adjustment based on net working capital and net indebtedness balances as of the closing date. Based on our preliminary assessment of closing date working capital and net indebtedness balances, we have recorded a $30 reduction to the sale price. The $30 reduction to the sale price is included in other accrued liabilities on our consolidated balance sheet.

Included in the gross cash proceeds received was $82 related to the Off-Highway business's Mexican operations which have not yet legally transferred to Allison. As a result, the $82 of proceeds has been deferred and included in other accrued liabilities on our consolidated balance sheet. The assets and liabilities of the Mexican operations will continue to be reported as held for sale on our consolidated balance sheet. The Mexican operations results of operations and cash flows will continue to be reported as discontinued operations on our consolidated statements of operations, comprehensive income and cash flows. We expect to complete the transfer of the Mexican operations to Allison by the end of 2026.

We recognized a pre-tax gain on the sale of $1,191, which is included in net income from discontinued operations during the three months ended March 31, 2026.

At closing of the transaction, we entered into a transition services agreement, engineering services agreement, intellectual property and trademark license agreements, and certain supply agreements with Allison. Services to be provided by Dana under the transition services agreement include finance, information technology, human resources and certain other administrative services for periods up to 24 months.

The major classes of line items included in net income from discontinued operations are as follows:

	Three Months Ended
	March 31,
	2026			2025
Net sales	$	14		$	600
Cost of sales		14			497
Selling, general and administrative expenses					27
Amortization of intangibles					1
Restructuring charges, net					3
Gain on sale of Off-Highway business		1,191
Other income (expense), net		(49	)		(7	)
Earnings from discontinued operations before interest and income taxes		1,142			65
Interest income					1
Earnings from discontinued operations before income taxes		1,142			66
Income tax expense		36			19
Net income from discontinued operations	$	1,106		$	47

During the three months ended March 2026, we incurred $48 of Off-Highway business divestiture transaction related costs. These costs were attributed to discontinued operations and included in other income (expense), net in the table above.

The carrying amounts of the major classes of assets and liabilities of disposal group held for sale are as follows:

	March 31,		December 31,
	2026		2025
Accounts receivable - Trade	$	12	$	360
Accounts receivable - Other				39
Inventories		20		533
Other current assets				97
Current assets of disposal group held for sale	$	32	$	1,029
Goodwill	$	—	$	270
Intangibles				72
Deferred tax assets				49
Other noncurrent assets				44
Operating lease assets				39
Property, plant and equipment, net		20		480
Noncurrent assets of disposal group held for sale	$	20	$	954
Current portion of long-term debt	$	—	$	2
Accounts payable		12		425
Accrued payroll and employee benefits				72
Taxes on income				11
Current portion of operating lease liabilities				9
Other accrued liabilities				169
Current liabilities of disposal group held for sale	$	12	$	688
Long-term debt	$	—	$	33
Noncurrent operating lease liabilities				30
Pension and postretirement obligations				48
Other noncurrent liabilities				72
Noncurrent liabilities of disposal group held for sale	$	—	$	183