Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

☑     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended:September 30, 2019

March 31, 2020

OR

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period From to

Commission File Number: 1-1063

Dana Incorporated

(Exact name of registrant as specified in its charter)

Delaware

26-1531856

Delaware26-1531856

(State of incorporation)

(IRS Employer Identification Number)

3939 Technology Drive, Maumee, OH

Maumee,

OH

43537

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (419887-3000


Common stock $0.01 par value

DAN

New York Stock Exchange

(Title of each class)

(Trading Symbol)

(Name of exchange on which registered)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes      No  


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes     No 


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.:


Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. 


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes  ☐    No 

There were 143,923,921144,481,879 shares of the registrant’s common stock outstanding at October 18, 2019.April 17, 2020.


 





DANA INCORPORATED – FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019

MARCH 31, 2020

TABLE OF CONTENTS

10-Q Pages

10-Q Pages

PART I – FINANCIAL INFORMATION

Item 1

Financial Statements

3

Consolidated Statement of Operations (Unaudited)

Consolidated Statement of Comprehensive Income (Unaudited)

Consolidated Balance Sheet (Unaudited)

Consolidated Statement of Cash Flows (Unaudited)

Notes to Consolidated Financial Statements (Unaudited)

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

24

Item 3

Quantitative and Qualitative Disclosures About Market Risk

35

Item 4

Controls and Procedures

35

PART II – OTHER INFORMATION

Item 1

Legal Proceedings

36

Item 1A

Risk Factors

36

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

37

Item 6

Exhibits

37

Signatures

38

2

 



PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Dana Incorporated

Consolidated Statement of Operations (Unaudited)

(In millions, except per share amounts)

  

Three Months Ended

 
  

March 31,

 
  

2020

  

2019

 
Net sales $1,926  $2,163 

Costs and expenses

        
Cost of sales  1,720   1,863 
Selling, general and administrative expenses  106   136 
Amortization of intangibles  3   2 
Restructuring charges, net  3   9 
Impairment of goodwill  (51)    
Other income (expense), net  4   (13)

Earnings before interest and income taxes

  47   140 
Interest income  2   2 
Interest expense  29   27 

Earnings before income taxes

  20   115 
Income tax expense (benefit)  (16)  20 
Equity in earnings of affiliates  2   6 

Net income

  38   101 
Less: Noncontrolling interests net income  2   4 
Less: Redeemable noncontrolling interests net loss  (2)  (1)

Net income attributable to the parent company

 $38  $98 
         

Net income per share available to common stockholders

        
Basic $0.26  $0.68 
Diluted $0.26  $0.68 
         

Weighted-average common shares outstanding

        
Basic  144.2   143.9 
Diluted  144.8   144.8 

 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 2019 2018 2019 2018
Net sales$2,164
 $1,978
 $6,633
 $6,170
Costs and expenses   
  
  
Cost of sales1,882
 1,692
 5,725
 5,269
Selling, general and administrative expenses128
 119
 404
 383
Amortization of intangibles2
 2
 8
 6
Restructuring charges, net5
 9
 23
 17
Impairment of indefinite-lived intangible asset


 


 


 (20)
Adjustment in fair value of disposal group held for sale


 


 


 3
Pension settlement charge(2) 

 (260) 

Other expense, net(8) (9) (31) (19)
Earnings before interest and income taxes137

147

182

459
Interest income3
 3
 8
 8
Interest expense31
 24
 92
 71
Earnings before income taxes109

126

98

396
Income tax expense (benefit)5
 31
 (27) 75
Equity in earnings of affiliates8
 1
 22
 13
Net income112
 96
 147
 334
Less: Noncontrolling interests net income3
 1
 9
 6
Less: Redeemable noncontrolling interests net income (loss)(2) 


 (3) 1
Net income attributable to the parent company$111
 $95
 $141
 $327
        
Net income per share available to common stockholders 
  
  
  
Basic$0.77
 $0.66
 $0.98
 $2.25
Diluted$0.77
 $0.65
 $0.97
 $2.23
        
Weighted-average common shares outstanding       
Basic144.0
 144.7
 144.0
 145.1
Diluted144.8
 145.9
 144.8
 146.6

The accompanying notes are an integral part of the consolidated financial statements.

3


Dana Incorporated

Consolidated Statement of Comprehensive Income (Unaudited)

(In millions)

  

Three Months Ended

 
  

March 31,

 
  

2020

  

2019

 

Net income

 $38  $101 

Other comprehensive income (loss), net of tax:

        
Currency translation adjustments  (154)  27 
Hedging gains and losses  29   5 
Defined benefit plans  3   5 

Other comprehensive income (loss)

  (122)  37 

Total comprehensive income (loss)

  (84)  138 
Less: Comprehensive (income) loss attributable to noncontrolling interests  17   (2)
Less: Comprehensive income attributable to redeemable noncontrolling interests  (6)  (4)

Comprehensive income (loss) attributable to the parent company

 $(73) $132 
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 2019 2018 2019 2018
Net income$112
 $96
 $147
 $334
Other comprehensive income (loss), net of tax:       
Currency translation adjustments(46) (19) (16) (65)
Hedging gains and losses8
 3
 15
 (11)
Defined benefit plans5
 21
 365
 34
Other comprehensive income (loss)(33) 5
 364
 (42)
Total comprehensive income79
 101
 511
 292
Less: Comprehensive loss attributable to noncontrolling interests9
 


 4
 


Less: Comprehensive income attributable to redeemable noncontrolling interests(3) 


 (6) 


Comprehensive income attributable to the parent company$85
 $101
 $509
 $292

The accompanying notes are an integral part of the consolidated financial statements.

 



Dana Incorporated

Consolidated Balance Sheet (Unaudited)

(In millions, except share and per share amounts)

  

March 31,

  

December 31,

 
  

2020

  

2019

 

Assets

        

Current assets

        
Cash and cash equivalents $628  $508 
Marketable securities  23   19 

Accounts receivable

        
Trade, less allowance for doubtful accounts of $7 in 2020 and $9 in 2019  1,109   1,103 
Other  192   202 
Inventories  1,213   1,193 
Other current assets  142   137 

Total current assets

  3,307   3,162 
Goodwill  441   493 
Intangibles  230   240 
Deferred tax assets  603   580 
Other noncurrent assets  133   120 
Investments in affiliates  178   182 
Operating lease assets  171   178 
Property, plant and equipment, net  2,172   2,265 

Total assets

 $7,235  $7,220 
         

Liabilities and equity

        

Current liabilities

        
Short-term debt $312  $14 
Current portion of long-term debt  28   20 
Accounts payable  1,181   1,255 
Accrued payroll and employee benefits  166   206 
Taxes on income  44   46 
Current portion of operating lease liabilities  42   42 
Other accrued liabilities  294   262 

Total current liabilities

  2,067   1,845 
Long-term debt, less debt issuance costs of $26 in 2020 and $28 in 2019  2,335   2,336 
Noncurrent operating lease liabilities  134   140 
Pension and postretirement obligations  440   459 
Other noncurrent liabilities  224   305 

Total liabilities

  5,200   5,085 

Commitments and contingencies (Note 13)

      
Redeemable noncontrolling interests  175   167 

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, 144,480,975 and 143,942,539 shares outstanding  2   2 
Additional paid-in capital  2,391   2,386 
Retained earnings  644   622 
Treasury stock, at cost (10,432,777 and 10,111,191 shares)  (156)  (150)
Accumulated other comprehensive loss  (1,098)  (987)

Total parent company stockholders' equity

  1,783   1,873 
Noncontrolling interests  77   95 

Total equity

  1,860   1,968 

Total liabilities and equity

 $7,235  $7,220 
 September 30,
2019
 December 31,
2018
Assets 
  
Current assets 
  
Cash and cash equivalents$402
 $510
Marketable securities20
 21
Accounts receivable 
  
Trade, less allowance for doubtful accounts of $8 in 2019 and $9 in 20181,285
 1,065
Other198
 178
Inventories1,233
 1,031
Other current assets135
 102
Total current assets3,273
 2,907
Goodwill530
 264
Intangibles232
 164
Deferred tax assets539
 445
Other noncurrent assets112
 80
Investments in affiliates172
 208
Operating lease assets174
 

Property, plant and equipment, net2,199
 1,850
Total assets$7,231
 $5,918
    
Liabilities and equity 
  
Current liabilities 
  
Short-term debt$109
 $8
Current portion of long-term debt13
 20
Accounts payable1,285
 1,217
Accrued payroll and employee benefits208
 186
Taxes on income55
 47
Current portion of operating lease liabilities41
 

Other accrued liabilities279
 269
Total current liabilities1,990
 1,747
Long-term debt, less debt issuance costs of $27 in 2019 and $18 in 20182,346
 1,755
Noncurrent operating lease liabilities136
 

Pension and postretirement obligations418
 561
Other noncurrent liabilities289
 313
Total liabilities5,179
 4,376
Commitments and contingencies (Note 16)


 


Redeemable noncontrolling interests174
 100
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, 143,923,921 and 144,663,403 shares outstanding2
 2
Additional paid-in capital2,381
 2,368
Retained earnings552
 456
Treasury stock, at cost (10,103,374 and 8,342,185 shares)(150) (119)
Accumulated other comprehensive loss(994) (1,362)
Total parent company stockholders' equity1,791
 1,345
Noncontrolling interests87
 97
Total equity1,878
 1,442
Total liabilities and equity$7,231
 $5,918

The accompanying notes are an integral part of the consolidated financial statements.

5


Dana Incorporated

Consolidated Statement of Cash Flows (Unaudited)

(In millions)

  

Three Months Ended

 
  

March 31,

 
  

2020

  

2019

 

Operating activities

        

Net income

 $38  $101 
Depreciation  85   74 
Amortization  4   3 
Amortization of deferred financing charges  2   1 
Earnings of affiliates, net of dividends received  (2)  (5)
Stock compensation expense  4   5 
Deferred income taxes  (35)  (14)
Pension expense, net  1   4 
Impairment of goodwill  51     
Change in working capital  (183)  (175)
Other, net  (16)  (10)

Net cash used in operating activities

  (51)  (16)

Investing activities

        
Purchases of property, plant and equipment  (63)  (98)
Acquisition of businesses, net of cash acquired  (8)  (606)
Purchases of marketable securities  (12)  (5)
Proceeds from sales and maturities of marketable securities  6   6 
Settlements of undesignated derivatives  (3)  (20)
Other, net  (5)  (1)

Net cash used in investing activities

  (85)  (724)

Financing activities

        
Net change in short-term debt  298   (2)
Proceeds from long-term debt  4   675 
Repayment of long-term debt  (1)  (9)
Deferred financing payments     (12)
Dividends paid to common stockholders  (15)  (14)
Distributions to noncontrolling interests  (1)  (1)
Contributions from noncontrolling interests  2   1 
Repurchases of common stock      (25)
Other, net  (4)  (3)

Net cash provided by financing activities

  283   610 

Net increase (decrease) in cash, cash equivalents and restricted cash

  147   (130)
Cash, cash equivalents and restricted cash – beginning of period  518   520 
Effect of exchange rate changes on cash balances  (29)  5 

Cash, cash equivalents and restricted cash – end of period (Note 5)

 $636  $395 
         

Non-cash investing activity

        
Purchases of property, plant and equipment held in accounts payable $73  $84 
 Nine Months Ended
September 30,
 2019 2018
Operating activities 
  
Net income$147
 $334
Depreciation235
 187
Amortization12
 8
Amortization of deferred financing charges5
 3
Earnings of affiliates, net of dividends received(3) 5
Stock compensation expense15
 13
Deferred income taxes(120) (47)
Pension expense, net207
 2
Impairment of indefinite-lived intangible asset


 20
Adjustment in fair value of disposal group held for sale


 (2)
Change in working capital(197) (269)
Other, net(13) (17)
Net cash provided by operating activities288
 237
Investing activities 
  
Purchases of property, plant and equipment(298) (235)
Acquisition of businesses, net of cash acquired(666) (151)
Proceeds from previous acquisition


 9
Purchases of marketable securities(24) (36)
Proceeds from sales of marketable securities6
 6
Proceeds from maturities of marketable securities19
 30
Proceeds from sale of subsidiary, net of cash disposed1
 (6)
Settlements of undesignated derivatives(20) 

Other, net(13) (2)
Net cash used in investing activities(995) (385)
Financing activities 
  
Net change in short-term debt92
 (13)
Proceeds from long-term debt675
 


Repayment of long-term debt(121) (8)
Deferred financing payments(16) 


Dividends paid to common stockholders(43) (43)
Distributions to noncontrolling interests(14) (7)
Sale of interest to noncontrolling shareholder53
 

Contributions from noncontrolling interests4
 22
Payments to acquire redeemable noncontrolling interests


 (43)
Repurchases of common stock(25) (25)
Other, net


 (5)
Net cash provided by (used in) financing activities605
 (122)
Net decrease in cash, cash equivalents and restricted cash(102) (270)
Cash, cash equivalents and restricted cash – beginning of period520
 610
Effect of exchange rate changes on cash balances(6) (13)
Cash, cash equivalents and restricted cash – end of period (Note 6)$412
 $327
    
Non-cash investing activity   
Purchases of property, plant and equipment held in accounts payable$79
 $93

The accompanying notes are an integral part of the consolidated financial statements.

6


Dana Incorporated

Index to Notes to Consolidated Financial Statements

1.

1.

Organization and Summary of Significant Accounting Policies

2.

Acquisitions

3.

Disposal Groups and Divestitures
4.

Goodwill and Other Intangible Assets

5.

4.

Restructuring of Operations

6.

5.

Supplemental Balance Sheet and Cash Flow Information

7.

6.

Leases

Stockholders' Equity

8.

7.

Stockholders' Equity
9.

Redeemable Noncontrolling Interests

10.

8.

Earnings per Share

11.

9.

Stock Compensation

12.

10.

Pension and Postretirement Benefit Plans

13.

11.

Marketable Securities

Financing Agreements

14.

12.

Financing Agreements
15.

Fair Value Measurements and Derivatives

16.

13.

Commitments and Contingencies

17.

14.

Warranty Obligations

18.

15.

Income Taxes

19.

16.

Other Expense,Income (Expense), Net

20.

17.

Revenue from Contracts with Customers

21.

18.

Segments

22.

19.

Equity Affiliates

7





Notes to Consolidated Financial Statements (Unaudited)

(In millions, except share and per share amounts)


Note 1. Organization and Summary of Significant Accounting Policies


General


Dana Incorporated (Dana) is headquartered in Maumee, Ohio and was incorporated in Delaware in 2007. As a global provider of high technology driveline (axles, driveshafts and transmissions); sealing and thermal-management products; and motors, power inverters, and control systems for electric vehicles our customer base includes virtually every major vehicle manufacturer in the global light vehicle, medium/heavy vehicle and off-highway markets.


The terms "Dana," "we," "our" and "us," when used in this report, are references to Dana. These references include the subsidiaries of Dana unless otherwise indicated or the context requires otherwise.


Summary of significant accounting policies


Basis of presentation — Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information. These statements are unaudited, but in the opinion of management include all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the results for the interim periods. The results reported in these consolidated financial statements should not necessarily be taken as indicative of results that may be expected for the entire year. The financial information included herein should be read in conjunction with the consolidated financial statements in Item 8 of our Annual Report on Form 10-K10-K for the year ended December 31, 20182019 (the 20182019 Form 10-K)10-K).


Recently adopted accounting pronouncements


On January 1, 2019, 2020, we adopted Accounting Standards Update (ASU) 2016-02, Leases2016-13, Financial Instruments – Credit Losses (Topic 842)326): Measurement of Credit Losses on Financial Instruments, using the modified retrospective approach and an application date of January 1, 2019. Prior period amounts have not been adjusted and continue to be reflected in accordance with our historical accounting.This transition method resulted in the recognition of a right-of-use asset and a lease liability for virtually all leases at the application date with a cumulative-effect adjustment to retained earnings. Short-term leases of less than 12 months have not been recorded on the balance sheet.


We elected the package of practical expedients, which among other things, allowed us to carry forward the historical lease classification. We did not elect the practical expedient that allowed for hindsight to determine the lease term of existing leases. We separated the lease components from the non-lease components of each lease arrangement and, therefore, did not elect the practical expedient that would enable us to not separate them.

We also adopted the following standard during the first nine months of 2019, which did not have a material impact on our financial statements or financial statement disclosures:
StandardEffective Date
2017-11Earnings Per Share, Distinguishing Liabilities from Equity, Derivatives and Hedging – (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope ExceptionJanuary 1, 2019


Recently issued accounting pronouncements

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This guidance allows for capitalization of implementation costs associated with certain cloud computing arrangements. This guidance becomes effective January 1, 2020 and early adoption is permitted. The guidance is to be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We do not expect the adoption of this guidance to impact our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans – General, Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans. The guidance eliminated certain


disclosures about defined benefit plans, added new disclosures, and clarified other requirements. This guidance becomes effective January 1, 2020 and early adoption is permitted. There were no changes to interim disclosure requirements. Adoption of this guidance will not have a material effect on our annual financial statement disclosures.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The guidance removed or modified some disclosures while others were added. The removal and amendment of certain disclosures can be adopted immediately with retrospective application. The additional disclosure guidance becomes effective January 1, 2020. Adoption of this guidance will not have a material effect on our financial statement disclosures.

In January 2017, the FASB issued ASU 2017-04, Goodwill – Simplifying the Test for Goodwill Impairment, guidance that simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 of the goodwill impairment test. The new guidance quantifies goodwill impairment as the amount by which the carrying amount of a reporting unit, including goodwill, exceeds its fair value, with the impairment loss limited to the total amount of goodwill allocated to that reporting unit. This guidance becomes effective January 1, 2020 and will be applied on a prospective basis. Early adoption is permitted for impairment tests performed after January 1, 2017. We do not expect the adoption of this guidance to impact our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Credit Losses – Measurement of Credit Losses on Financial Instruments, new guidance for the accounting for credit losses on certain financial instruments. This guidance introduces a new approach to estimating credit losses on certain types of financial instruments and modifies the impairment model for available-for-sale debt securities. This guidance becomes effective The adoption resulted in a noncash cumulative effect adjustment to retained earnings on our opening consolidated balance sheet as of January 1, 2020. 

We also adopted the following standard during the first three months of 2020 and is , which did not expected to have a material impact on our financial statements or financial statement disclosures:

Standard

Effective Date

2018-15

Intangibles – Goodwill and Other – Internal-Use Software, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract

January 1, 2020

2018-14Compensation – Retirement Benefits – Defined Benefit Plans – General, Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit PlansJanuary 1, 2020
2018-13Fair Value Measurement, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value MeasurementJanuary 1, 2020

Recently issued accounting pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes. This guidance is intended to simplify various aspects of income tax accounting including the elimination of certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. This guidance becomes effective January 1, 2021 and early adoption is permitted. Adoption of this guidance requires certain changes to primarily be made prospectively, with some changes to be made retrospectively. We are currently assessing the impact of this guidance on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This guidance is intended to provide temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates.  The amendments in this ASU are elective and are effective upon issuance for all entities through December 31, 2022.  We are currently assessing the impact of this guidance on our consolidated financial statements.

Note 2. Acquisitions

Ashwoods Innovations Limited — On February 5, 2020, we acquired Curtis Instruments, Inc.'s (Curtis) 35.4% ownership interest in Ashwoods Innovations Limited (Ashwoods). Ashwoods designs and manufactures permanent magnet electric motors for the automotive, material handling and off-highway vehicle markets. The acquisition of Curtis' interest in Ashwoods, along with our existing ownership interest in Ashwoods, provided us with a 97.8% ownership interest and a controlling financial interest in Ashwoods. We recognized a $3 gain to other income (expense), net on the required remeasurement of our previously held equity method investment in Ashwoods to fair value. The total purchase consideration of $22 is comprised of $8 of cash paid to Curtis at closing, the $10 fair value of our previously held equity method investment in Ashwoods and $4 related to the effective settlement of a pre-existing loan payable due from Ashwoods. During March 2020, we acquired the remaining noncontrolling interests in Ashwoods held by employee shareholders.


8

Note 2. Acquisitions

Nordresa On August 26, 2019, we acquired a 100% ownership interest in Nordresa Motors, Inc. (Nordresa) for consideration of $12, using cash on hand. Nordresa is a prominent integration and application engineering expert for the development and commercialization of electric powertrains for commercial vehicles. The investment further enhances Dana's electrification capabilities by combining its complete portfolio of motors, inverters, chargers, gearboxes, and thermal-management products with Nordresa's proprietary battery-management system, electric powertrain controls and integration expertise to deliver complete electric powertrain systems. The results of operations of the business are reported within our Commercial Vehicle operating segment. The pro forma effects of this acquisition would not materially impact our reported results for any period presented, and as a result no pro forma financial information is presented.


Hydro-Québec Relationship On July 29, 2019, we broadened our relationship with Hydro-Québec, with Hydro-Québec acquiring an indirect 45% redeemable noncontrolling interest in S.M.E. S.p.A. (SME) and increasing its existing indirect 22.5% noncontrolling interest in Prestolite E-Propulsion Systems (Beijing) Limited (PEPS) to 45%. We received $65 at closing, consisting of $53 of cash and a note receivable of $12. The note is payable in five years and bears annual interest of 5%. Dana will continue to consolidate SME and PEPS as the governing documents continue to provide Dana with a controlling financial interest in these subsidiaries. See Note 97 for additional information. See below for a discussion of Dana's acquisitions of PEPS SME and TM4.SME. OnApril 14, 2020


, Hydro-Québec acquired an indirect 45% redeemable noncontrolling interest Ashwoods. We received $9 in cash at closing, inclusive of $2 in proceeds on a loan from Hydro-Québec. Dana will continue to consolidate Ashwoods as the governing documents continue to provide Dana with a controlling financial interest in this subsidiary.

Prestolite E-Propulsion Systems (Beijing) Limited — On June 6, 2019, we acquired Prestolite Electric Beijing Limited's (PEBL) 50% ownership interest in PEPS. PEPS manufactures and distributes electric mobility solutions, including electric motors, inverters, and generators for commercial vehicles and heavy machinery. PEPS has a state-of-the-art facility in China, enabling us to expand motor and inverter manufacturing capabilities in the world's largest electric-mobility market. The acquisition of PEBL's interest in PEPS, along with our existing ownership interest in PEPS through our TM4 subsidiary, provides us with a 100% ownership interest and a controlling financial interest in PEPS. We recognized a $2 gain to other expense,income (expense), net on the required remeasurement of our previously held equity method investment in PEPS to fair value. See Hydro-Québec relationship discussion above for details of subsequent changes in our ownership interest in PEPS.


We paid $50 at closing using cash on hand. The purchase consideration and related provisional allocation to the acquisition date fair values of the assets acquired and liabilities assumed are presented in the following table:




Cash consideration $50
Fair value of previously held equity method investment 45
Total purchase consideration $95
   
Cash and cash equivalents $2
Accounts receivable - Trade 17
Inventories 8
Goodwill 73
Property, plant and equipment 2
Accounts payable (4)
Other accrued liabilities (3)
Total purchase consideration allocation $95


Purchase consideration paid at closing

 $50 

Fair value of previously held equity method investment

  45 

Total purchase consideration

 $95 
     

Cash and cash equivalents

 $2 

Accounts receivable - Trade

  17 

Inventories

  9 

Goodwill

  63 
Intangibles  10 

Property, plant and equipment

  2 

Accounts payable

  (4)

Other accrued liabilities

  (3)
Other noncurrent liabilities  (1)

Total purchase consideration allocation

 $95 

The fair value of the assets acquired and liabilities assumed, as well as the fair value of our previously held equity method investment, are provisional and could be revised as a result of additional information obtained regarding indemnified matters and liabilities assumed and revisions of provisional estimates of fair values, including but not limited to, the completion of independent appraisals and valuations related to inventories, intangibles and property, plant and equipment.

Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and the assembled workforce and is not deductible for tax purposes. We used a combination of the discounted cash flow, an income approach, and the guideline public company method, a market approach, to value our previously held equity method investment in PEPS.


The fair value assigned to intangibles includes $10 allocated to customer relationships. We used the multi-period excess earnings method, an income approach, to value customer relationships. The customer relationships intangible asset is being amortized on a straight-line basis over sevenyears.

The results of operations of the business are reported in our Commercial Vehicle operating segment from the date of acquisition. The pro forma effects of this acquisition would not materially impact our reported results for any period presented, and as a result no pro forma financial information is presented. PEPS had an insignificant impact on our consolidated results of operations during the third quarter and first nine months of 2019.


Oerlikon Drive Systems — On February 28, 2019, we acquired a 100% ownership interest in the Oerlikon Drive Systems (ODS) segment of the Oerlikon Group. ODS is a global manufacturer of high-precision gears, planetary hub drives for wheeled and tracked vehicles, and products, controls, and software that support vehicle electrification across the mobility industry. The acquisition of ODS is expected to deliver significant long-term value by accelerating our commitment to vehicle electrification and strengthening the technology portfolio for each of our end markets while further expanding and balancing the manufacturing presence of our off-highway business in key geographical markets. The business employs approximately 5,600 people and operates 11 manufacturing and engineering facilities in China, India, Italy, the United Kingdom, and the United States, with 1 additional facility under construction in China.

We paid $626 at closing which was funded primarily through debt proceeds. See Note 1411 for additional information. The purchase consideration and related provisional allocation to the acquisition date fair values of the assets acquired and liabilities assumed are presented in the following table:




Purchase consideration paid at closing $626
Less purchase consideration to be recovered for indemnified matters (4)
Total purchase consideration $622
   
Cash and cash equivalents $76
Accounts receivable - Trade 150
Accounts receivable - Other 15
Inventories 190
Other current assets 15
Goodwill 123
Intangibles 58
Deferred tax assets 51
Other noncurrent assets 5
Investments in affiliates 7
Property, plant and equipment 329
Current portion of long-term debt (2)
Accounts payable (151)
Accrued payroll and employee benefits (35)
Other accrued liabilities (48)
Long-term debt (8)
Pension and postretirement obligations (48)
Other noncurrent liabilities (97)
Noncontrolling interests (8)
Total purchase consideration allocation $622


The purchase consideration and the fair values of the assets acquired and liabilities assumed are provisional and could be revised as a result of additional information obtained regarding indemnified matters and liabilities assumed and revisions of provisional estimates of fair values, including but not limited to, the completion of independent appraisals and valuations related to inventory, intangibles and property, plant and equipment.

Purchase consideration paid at closing

 $626 

Less purchase consideration to be recovered for indemnified matters

  (11)

Total purchase consideration

 $615 
     

Cash and cash equivalents

 $76 

Accounts receivable - Trade

  150 

Accounts receivable - Other

  15 

Inventories

  190 

Other current assets

  16 

Goodwill

  94 

Intangibles

  58 

Deferred tax assets

  24 

Other noncurrent assets

  2 

Investments in affiliates

  7 
Operating lease assets  4 

Property, plant and equipment

  333 

Current portion of long-term debt

  (2)

Accounts payable

  (151)

Accrued payroll and employee benefits

  (37)
Current portion of operating lease liabilities  (1)
Taxes on income  (5)

Other accrued liabilities

  (61)

Long-term debt

  (8)

Pension and postretirement obligations

  (49)
Noncurrent operating lease liabilities  (2)

Other noncurrent liabilities

  (30)

Noncontrolling interests

  (8)

Total purchase consideration allocation

 $615 

Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and the assembled workforce and is not deductible for tax purposes. The provisional fair values assigned to intangibles includes $11 allocated to developed technology, $13 allocated to trademarks and trade names and $34 allocated to customer relationships. WeVarious valuation techniques were used to determine the fair value of the intangible  assets, with the primary techniques being forms of the income approach, specifically, the relief from royalty method, an income approach, to value developed technologyfrom-royalty and trademarks and trade names. We used the multi-period excess earnings method, an income approach,valuation methods, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. Under these valuation approaches, we are required to valuemake estimates and assumptions about sales, operating margins, growth rates, customer relationships.attrition rates, royalty rates and discount rates based on anticipated future cash flows and marketplace data. We used a replacement cost method to value fixed assets. The developed technology, trademarks and trade names and customer relationship intangible assets are being amortized on a straight-line basis over seven, ten and twelve years, respectively. Property, plant and equipment is being depreciated on a straight-line basis over useful lives ranging from three to twenty-five years.


The results of operations of the business are primarily reported in our Off-Highway and Commercial Vehicle operating segments. Transaction related expenses associated with completion of the acquisition totaling $13 in 2019were charged to other expense,income (expense), net. During the third quarter and first nine months of 2019, the business contributed sales of $179 and $465, respectively.


$630.

The following unaudited pro forma information has been prepared as if the ODS acquisition and the related debt financing had occurred on January 1, 2018.

 Three Months Ended September 30, Nine Months Ended September 30,
 2019 2018 2019 2018
Net sales$2,164
 $2,179
 $6,778
 $6,825
Net income$115
 $97
 $182
 $301


  

Three Months Ended

 
  

March 31, 2019

 

Net sales

 $2,308 

Net income

 $126 

The unaudited pro forma results include adjustments primarily related to purchase accounting, interest expense related to the debt proceeds used in connection with the acquisition of ODS, and non-recurring strategic transaction expenses. The unaudited pro forma financial information is not indicative of the operational results that would have been obtained had the transactions actually occurred as of that date, nor is it necessarily indicative of Dana’s future operational results.




SME — On January 11, 2019, we acquired a 100% ownership interest in SME. SME designs, engineers, and manufactures low-voltage AC induction and synchronous reluctance motors, inverters, and controls for a wide range of off-highway electric vehicle applications, including material handling, agriculture, construction, and automated-guided vehicles. The addition of SME's low-voltage motors and inverters, which are primarily designed to meet the evolution of electrification in off-highway equipment, significantly expands Dana's electrified product portfolio. See Hydro-Québec relationship discussion above for details of subsequent changes in our ownership interest in SME.

We paid $88 at closing, consisting of $62 in cash on hand and a note payable of $26 which allows for net settlement of potential contingencies as defined in the purchase agreement. The note is payable in five years and bears annual interest of 5%. The purchase consideration and the related provisional allocation to the acquisition date fair values of the assets acquired and liabilities assumed are presented in the following table:

Total purchase consideration $88
   
Accounts receivable - Trade 4
Accounts receivable - Other 1
Inventories 8
Goodwill 68
Intangibles 24
Other noncurrent assets 1
Property, plant and equipment 5
Short-term debt (8)
Accounts payable (6)
Accrued payroll and employee benefits (1)
Other accrued liabilities (1)
Other noncurrent liabilities (7)
Total purchase consideration allocation $88


The fair value of the assets acquired and liabilities assumed are provisional and could be revised as a result of additional information obtained regarding liabilities assumed and revisions of provisional estimates of fair values including but not limited to, the completion of independent appraisals and valuations related to intangibles.

Total purchase consideration

 $88 
     

Accounts receivable - Trade

 $4 

Accounts receivable - Other

  1 

Inventories

  8 

Goodwill

  68 

Intangibles

  24 

Property, plant and equipment

  5 

Short-term debt

  (8)

Accounts payable

  (6)

Accrued payroll and employee benefits

  (1)

Other accrued liabilities

  (1)

Other noncurrent liabilities

  (6)

Total purchase consideration allocation

 $88 

Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and the assembled workforce and is not deductible for tax purposes. The provisional fair values assigned to intangibles include $15 allocated to developed technology and $9 allocated to customer relationships. We used the relief from royalty method, an income approach, to value developed technology. We used the multi-period excess earnings method, an income approach, to value customer relationships. We used a replacement cost method to value fixed assets. The developed technology and customer relationship intangible assets are being amortized on a straight-line basis over twelve and ten years, respectively, and property, plant and equipment is being depreciated on a straight-line basis over useful lives ranging from one to twenty years.


The results of operations of the business are reported in our Off-Highway operating segment from the date of acquisition. The pro forma effects of this acquisition would not materially impact our reported results for any period presented, and as a result no pro forma financial information is presented. During the third quarter and first nine months of 2019, the business contributed sales of $4 and $16, respectively.


TM4 — On June 22, 2018, we acquired a 55% ownership interest in TM4 Inc. (TM4) from Hydro-Québec. TM4 designs and manufactures motors, power inverters, and control systems for electric vehicles, offering a complementary portfolio to Dana's electric gearboxes and thermal-management technologies for batteries, motors, and inverters. The transaction establishes Dana as the only supplier with full e-Drive design, engineering, and manufacturing capabilities – offering electro-mechanical propulsion solutions to each of its end markets. The transaction further strengthens Dana's position in China, the world's fastest-growing market for electric vehicles. The terms of the agreement provide Hydro-Québec with the right to put all, and not less than all, of its shares in TM4 to Dana at fair value any time after June 22, 2021, see Note 9 for additional information. TM4 owns a 50% interest in PEPS, a joint venture in China with PEBL, which offers electric mobility solutions throughout China and Asia. See discussion of Dana's subsequent acquisition of PEBL's 50% interest in PEPS above.



We paid $125 at closing, using cash on hand. The purchase consideration and the related allocation to the acquisition date fair values of the assets acquired and liabilities assumed are presented in the following table:

Total purchase consideration $125
   
Cash and cash equivalents $3
Accounts receivable - Trade 3
Accounts receivable - Other 1
Inventories 4
Goodwill 148
Intangibles 24
Investments in affiliates 49
Property, plant and equipment 5
Accounts payable (2)
Accrued payroll and employee benefits (1)
Other accrued liabilities (7)
Redeemable noncontrolling interest (102)
Total purchase consideration allocation $125


Goodwill recognized in this transaction is primarily attributable to synergies expected to arise after the acquisition and the assembled workforce and is not deductible for tax purposes. The fair values assigned to intangibles include $14 allocated to developed technology and $10 allocated to trademarks and trade names. We used the relief from royalty method, an income approach, to value developed technology and the trademarks and trade names. We used a replacement cost method to value fixed assets. We used a combination of the discounted cash flow, an income approach, and the guideline public company method, a market approach, to value the equity method investment in PEPS. The developed technology intangible assets are being amortized on a straight-line basis over ten years, and property, plant and equipment is being depreciated on a straight-line basis over useful lives ranging from five to six years. The trademarks and trade names are considered indefinite-lived intangible assets.

Dana is consolidating TM4 as the governing documents provide Dana with a controlling financial interest. The results of operations of the business are reported in our Commercial Vehicle operating segment from the date of acquisition. Transaction related expenses associated with completion of the acquisition totaling $5 were charged to other expense, net in 2018. The pro forma effects of this acquisition would not materially impact our reported results for any period presented, and as a result no pro forma financial information is presented. During 2018,2019, the business contributed sales of $11.$21.


BFP

Note 3. Goodwill and BPT Other Intangible Assets

GoodwillOn February 1, 2017, we acquired 80% ownership interests in Brevini Fluid Power S.p.A. (BFP) and Brevini Power Transmission S.p.A. (BPT) from Brevini Group S.p.A. (Brevini). The acquisition expands our Off-Highway operating segment product portfolio to include technologies Our goodwill is tested for tracked vehicles, doubling our addressable market for off-highway driveline systems and establishing Dana as the only off-highway solutions provider that can manage the power to both move the equipment and perform its critical work functions. This acquisition also brings a platform of technologies that can be leveraged in our light and commercial-vehicle end markets, helping to accelerate our hybridization and electrification initiatives.


We paid $181 at closing, using cash on hand, and refinanced a significant portion of the debt assumed in the transaction during the first half of 2017. In December 2017, a purchase price reduction of $9 was agreed under the sale and purchase agreement provisions for determination of the net indebtedness and net working capital levels of BFP and BPTimpairment annually as of the closing date. In connection with the acquisitionOctober 31 for all of BFPour reporting units, and BPT, Dana agreed to purchase certain real estate being leased by BPT frommore frequent if events or circumstances warrant such a Brevini affiliate for €25. Completion of the real estate purchasereview. We completed numerous acquisitions in 2018 and receipt of the purchase price adjustment occurred2019 that are included in the second quarter of 2018 with a net cash payment of $20.

On August 8, 2018, we entered into an agreement to acquire Interfind S.p.A.'s, formerly Brevini Group S.p.A., remaining 20% ownership interests in BFP and BPT and to settle all claims between the parties. We paid $43 to acquire Interfind S.p.A.'s remaining ownership interests and received $10 in settlement of all pending and future claims. See Note 9 for additional information.



Note 3. Disposal Groups and Divestitures

Disposal group held for sale — In December 2017, we entered into an agreement to divest our Brazil suspension components business (the disposal group) for 0 consideration to an unaffiliated company. The results of operations of the Brazil suspension components business were reported within our Commercial Vehicle and Off-Highway reporting units. These acquisitions were recorded on the balance sheet at their estimated acquisition date fair values and therefore had no cushion of fair value over their carrying value. As a result of the effect of COVID-19 on our expected future operating segment. To effectuatecash flows, a decrease in our share price which reduced our market capitalization below the sale, Dana was obligated to contribute $10book value of additionalnet assets and lower cushion in our expected reporting unit fair values as a result of the recent acquisitions, we determined certain impairment triggers had occurred. Accordingly, we performed interim impairment analyses at each of our reporting units as of March 31, 2020.

As discussed in our 2019 Form 10-K, we estimate the fair value of the reporting units using various valuation methodologies, including discounted cash toflow projections and multiples of current earnings. In determining fair value using discounted cash flow projections, we make significant assumptions and estimates about the business prior to closing. We classifiedextent and timing of future cash flows, including revenue growth rates, projected gross margins, discount rates, terminal growth rates, and exit earnings multiples. If the disposal group as held for sale at December 31, 2017, recognizing a $27 loss to adjustestimated fair value of the reporting unit exceeds its carrying value, the goodwill is considered not impaired. If the carrying value of the net assets toreporting unit exceeds its estimated fair value, a goodwill impairment charge is recorded for the difference, with the impairment loss limited to the total amount of goodwill allocated to that reporting unit.

Based on the results of our interim impairment tests, we concluded that carrying value exceeded fair value in our Commercial Vehicle and Light Vehicle reporting units and we recorded a goodwill impairment charge of $51. Our testing for the Off-Highway reporting unit indicated that fair value slightly exceeded carrying value and, accordingly, no impairment charge was required. The reduction in fair values, and the corresponding impairment charges, were primarily driven by the negative effect of the COVID-19 pandemic on each reporting unit’s near-term cash flows. The remaining balance of goodwill for the Commercial Vehicle and Off-Highway reporting units continues to be at risk for impairment. A prolonged shutdown due to COVID-19 or a significant reduction in demand caused by decreased consumer confidence and spending following the pandemic may result in the need to recognize an additional impairment charge in the liability for the additional cash required to be contributed to the business prior to closing. During the first quarter of 2018, we made the required cash contribution to the disposal group. After being unable to complete the transaction with the counterparty to the December 2017 agreement, we entered into an agreement with another third party in June 2018. Commercial Vehicle or Off-Highway reporting units.

The transaction with the new counterparty closed in July 2018 and we received cash proceeds of $2. We reversed $3 of the previously recognized $27 pre-tax loss, inclusive of the proceeds received in July 2018, during the second quarter of 2018.


Note 4. Goodwill and Other Intangible Assets

Goodwill — Theremaining change in the carrying amount of goodwill in 20192020 is primarily due to the acquisitionsacquisition of Nordresa, PEPS, ODS and SMEAshwoods and currency fluctuation. See Note 2 for additional information on recent acquisitions.

Changes in the carrying amount of goodwill by segment — 

 Light Vehicle Commercial Vehicle Off-Highway Power Technologies Total
Balance, December 31, 2018$3
 $150
 $105
 $6
 $264
Acquisitions

 85
 191
 

 276
Currency impact

 

 (10) 

 (10)
Balance, September 30, 2019$3
 $235
 $286
 $6
 $530

  

Light Vehicle

  

Commercial Vehicle

  

Off-Highway

  

Power Technologies

  

Total

 

Balance, December 31, 2019

 $3  $228  $262  $  $493 
Acquisitions          23       23 
Impairment  (3)  (48)          (51)
Currency impact      (15)  (9)      (24)

Balance, March 31, 2020

 $  $165  $276  $  $441 

Components of other intangible assets — 

   September 30, 2019 December 31, 2018
 
Weighted Average
Useful Life
(years)
 
Gross
Carrying
Amount
 
Accumulated Impairment and
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated Impairment and
Amortization
 
Net
Carrying
Amount
Amortizable intangible assets   
  
  
  
  
  
Core technology8 $131
 $(91) $40
 $107
 $(89) $18
Trademarks and trade names13 30
 (6) 24
 16
 (4) 12
Customer relationships9 493
 (400) 93
 460
 (400) 60
Non-amortizable intangible assets             
Trademarks and trade names  75
 

 75
 74
 

 74
Used in research and development activities  


 


 
 20
 (20) 
   $729
 $(497) $232
 $677
 $(513) $164


During the third quarter of 2012, we entered a strategic alliance with Fallbrook Technologies Inc. (Fallbrook). The transaction with Fallbrook was accounted for as a business combination and the original purchase price allocation included $20 of intangible assets used in research and development activities, which had been classified as indefinite-lived. Since the third quarter of 2012, we had been working with several customers to commercialize the continuously variable planetary (CVP) technology primarily in combustion engine applications. During the second quarter of 2018 key customers notified us of their intention to redirect their development efforts to electrification and cease further development efforts of the CVP technology in combustion engine applications. We determined that it was more likely than not that the fair value of the related intangible assets was less than their carrying amount. We used the multi-period excess earnings method, an income approach, to fair value the assets used in research and development activities. Given the lack of adequate identifiable future revenue streams, it was determined that the $20 of intangible assets used in research and development activities was fully impaired during the second quarter of 2018.



     

March 31, 2020

  

December 31, 2019

 
  

Weighted Average Useful Life (years)

  

Gross Carrying Amount

  

Accumulated Impairment and Amortization

  

Net Carrying Amount

  

Gross Carrying Amount

  

Accumulated Impairment and Amortization

  

Net Carrying Amount

 

Amortizable intangible assets

                           

Core technology

 8  $130  $(93) $37  $133  $(94) $39 

Trademarks and trade names

 13   29   (7)  22   30   (6)  24 

Customer relationships

 8   502   (405)  97   509   (407)  102 

Non-amortizable intangible assets

                           

Trademarks and trade names

     74       74   75       75 
     $735  $(505) $230  $747  $(507) $240 

The net carrying amounts of intangible assets, other than goodwill, attributable to each of our operating segments at September 30, 2019March 31, 2020 were as follows: Light Vehicle — $25,$26, Commercial Vehicle — $53,$59, Off-Highway — $146$138 and Power Technologies — $8.


$7.

Amortization expense related to amortizable intangible assets — 

 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 2019 2018 2019 2018
Charged to cost of sales$2
 $1
 $4
 $2
Charged to amortization of intangibles2
 2
 8
 6
Total amortization$4
 $3
 $12
 $8


  

Three Months Ended

 
  

March 31,

 
  

2020

  

2019

 
Charged to cost of sales $1  $1 
Charged to amortization of intangibles  3   2 

Total amortization

 $4  $3 

The following table provides the estimated aggregate pre-tax amortization expense related to intangible assets for each of the next five years based on September 30, 2019March 31, 2020 exchange rates. Actual amounts may differ from these estimates due to such factors as currency translation, customer turnover, impairments, additional intangible asset acquisitions and other events.

  

Remainder of 2020

  

2021

  

2022

  

2023

  

2024

 

Amortization expense

 $13  $17  $17  $17  $16 

 Remainder of 2019 2020 2021 2022 2023
Amortization expense$4
 $16
 $16
 $16
 $16
12



Note 5.4. Restructuring of Operations


Our restructuring activities have historically included rationalizing our operating footprint by consolidating facilities, positioning operations in lower cost locations and reducing overhead costs. In recent years our focus has been primarily headcount reduction initiatives to reduce operating costs, including actions taken at acquired businesses to rationalize cost structures and achieve operating synergies. Restructuring expense includes costs associated with current and previously announced actions and is comprised of contractual and noncontractual separation costs and exit costs, including certain operating costs of facilities that we are in the process of closing.


Restructuring charges of $5$3 in the thirdfirst quarter of 20192020 and $23$9 in the nine months ended September 30, first quarter of 2019 were comprised of severance and benefit costs related to integration of recent acquisitions, headcount reductions across our operations and exit costs related to previously announced actions.


Restructuring expense of $9 in the third quarter of 2018 and $17 in the nine months ended September 30, 2018 included severance costs associated with the Voluntary Retirement Program for certain North American employees, headcount reductions in our Commercial Vehicle operations and corporate service functions in Brazil, integration of acquisitions and exit costs related to previously announced actions.

In accordance with the transition provisions of the new leasing standard, we reclassified $4 of previously accrued lease cease-use costs as an adjustment to the initial measurement of the related right-of-use operating lease asset.


Accrued restructuring costs and activity

 
Employee
Termination
Benefits
 
Exit
Costs
 Total
Balance, June 30, 2019$23
 $
 $23
Charges to restructuring3
 4
 7
Adjustments of accruals(2) 


 (2)
Cash payments(9) (3) (12)
Balance, September 30, 2019$15
 $1
 $16
      
Balance, December 31, 2018$25
 $4
 $29
Charges to restructuring18
 7
 25
Adjustments of accruals(2) 


 (2)
Cash payments(26) (6) (32)
Lease cease-use reclassification  (4) (4)
Balance, September 30, 2019$15
 $1
 $16

  Employee Termination Benefits  

Exit Costs

  

Total

 

Balance, December 31, 2019

 $13  $1  $14 
Charges to restructuring  2   1   3 
Cash payments  (3)  (1)  (4)
Currency impact  (1)     (1)

Balance, March 31, 2020

 $11  $1  $12 

At September 30, 2019March 31, 2020, the accrued employee termination benefits include costs to reduce approximately 200 employees to be completed over the next year.


Cost to complete — The following table provides project-to-date and estimated future restructuring expenses for completion of our approved restructuring initiatives for our business segments at September 30, 2019.

 Expense Recognized 
Future
Cost to
Complete
 
Prior to
2019
 2019 
Total
to Date
 
Commercial Vehicle$35
 $4
 $39
 $5
Off-Highway
 1
 1
 1


March 31, 2020.

  

Expense Recognized

     
  

Prior to 2020

  

2020

  

Total to Date

  

Future Cost to Complete

 

Commercial Vehicle

 $39  $-  $39  $3 

The future cost to complete includes estimated separation costs, primarily those associated with one-timeone-time benefit programs, and exit costs through 2021, equipment transfers and other costs which are required to be recognized as closures are finalized or as incurred during the closure.


Note 6.5. Supplemental Balance Sheet and Cash Flow Information


Inventory components at

  September 30,
2019
 December 31,
2018
Raw materials $495
 $433
Work in process and finished goods 800
 649
Inventory reserves (62) (51)
Total $1,233
 $1,031


  

March 31, 2020

  

December 31, 2019

 
Raw materials $493  $470 
Work in process and finished goods  783   787 
Inventory reserves  (63)  (64)

Total

 $1,213  $1,193 

Cash, cash equivalents and restricted cash at —

  

March 31, 2020

  

December 31, 2019

  

March 31, 2019

  

December 31, 2018

 
Cash and cash equivalents $628  $508  $383  $510 
Restricted cash included in other current assets  5   6   9   7 
Restricted cash included in other noncurrent assets  3   4   3   3 

Total cash, cash equivalents and restricted cash

 $636  $518  $395  $520 

  September 30,
2019
 December 31,
2018
 September 30,
2018
 December 31,
2017
Cash and cash equivalents $402
 $510
 $322
 $603
Restricted cash included in other current assets 7
 7
 2
 3
Restricted cash included in other noncurrent assets 3
 3
 3
 4
Total cash, cash equivalents and restricted cash $412
 $520
 $327
 $610
13



Note 7. Leases

 
Our global lease portfolio represents leases of real estate, including manufacturing, assembly and office facilities, while the remainder represents leases of personal property, including manufacturing, material handling and IT equipment. Leases with an

initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. Short-term lease costs were insignificant in the nine months ended September 30, 2019. We account for lease components separately from the non-lease components of each lease arrangement.

Our leases generally have remaining lease terms of 1 year to 11 years, some of which include options to extend the leases for up to 7 years. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The following table provides a summary of the location and amounts related to finance leases recognized in the consolidated balance sheet.
  Classification September 30, 2019
Finance lease right-of-use assets Property, plant and equipment, net $42
Finance lease liabilities Current portion of long-term debt 5
Finance lease liabilities Long-term debt 25


Components of lease expense
  Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
Operating lease cost $13
 $37
Finance lease cost:    
Amortization of right-of-use assets $1
 $2
Interest on lease liabilities 1
 1
Total finance lease cost $2
 $3


Supplemental cash flow information related to leases
  Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash flows from operating leases $12
 $37
Operating cash flows from finance leases 1
 1
Financing cash flows from finance leases 1
 3
Right-of-use assets obtained in exchange for lease obligations:    
Operating leases $3
 $16
Finance leases 1
 13


Supplemental balance sheet information related to leases
September 30, 2019
Weighted-average remaining lease term (years):
Operating leases6
Finance leases9
Weighted-average discount rate:
Operating leases6.0%
Finance leases4.0%



Maturities
  Operating Leases Finance Leases
Remainder of 2019 $13
 $1
2020 47
 6
2021 39
 6
2022 29
 5
2023 22
 3
Thereafter 58
 14
Total lease payments 208
 35
Less: interest 31
 5
Present value of lease liabilities $177
 $30


As of September 30, 2019 we have operating lease payments that have not yet commenced of approximately $8. This lease is expected to commence in December 2019.

Disclosures related to periods prior to adoption of ASU 2016-02

Cash obligations under future minimum rental commitments under operating leases as of December 31, 2018 are shown in the table below. Operating lease commitments are primarily related to facilities.
 2019 2020 2021 2022 2023 Thereafter Total
Lease commitments$57
 $41
 $35
 $27
 $21
 $64
 $245


Note 8.6. Stockholders’ Equity


Common stock — Our Board of Directors declared a cash dividend of 10ten cents per share of common stock in eachthe first quarter of the first three quarters of 2019.2020. 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.


Share repurchase program — On March 24, 2018 December 11, 2019 our Board of Directors approved an expansionextension of our existing common stock share repurchase program to $200. The program expires on through December 31, 2019. Under the program, we spent $25 to repurchase 1,432,275 shares of our common stock during the first quarter of 2019 through open market transactions. 2021. Approximately $150 remained available for future share repurchases as of September 30, 2019.




March 31, 2020.

Changes in equity

               
  Three Months Ended September 30,
2019 Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Compre-hensive Loss Non-controlling Interests Total Equity
Balance, June 30, 2019 $2
 $2,376
 $456
 $(150) $(968) $98
 $1,814
Net income     111
     3
 114
Other comprehensive loss         (26) (12) (38)
Common stock dividends   

 (15)       (15)
Distributions to noncontrolling interests           (2) (2)
Stock compensation   5
         5
Balance, September 30, 2019 $2
 $2,381
 $552
 $(150) $(994) $87
 $1,878
               
2018              
Balance, June 30, 2018 $2
 $2,356
 $290
 $(118) $(1,385) $106
 $1,251
Net income     95
     1
 96
Other comprehensive income (loss)         6
 (1) 5
Common stock dividends   

 (14)       (14)
Distributions to noncontrolling interests           (3) (3)
Purchase of redeemable noncontrolling interests   2
         2
Contribution from noncontrolling interest           22
 22
Stock compensation   6
         6
Stock withheld for employee taxes   

   (1)     (1)
Balance, September 30, 2018 $2
 $2,364
 $371
 $(119) $(1,379) $125
 $1,364




  Nine Months Ended September 30,
2019 Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Compre-hensive Loss Non-controlling Interests Total Equity
Balance, December 31, 2018 $2
 $2,368
 $456
 $(119) $(1,362) $97
 $1,442
Adoption of ASU 2016-02 leases, January 1, 2019     (1)   
   (1)
Net income     141
     9
 150
Other comprehensive income (loss)         368
 (13) 355
Common stock dividends   
 (44)       (44)
Distributions to noncontrolling interests           (14) (14)
Increase from business combination           8
 8
Common stock share repurchases       (25)     (25)
Stock compensation   13
         13
Stock withheld for employee taxes   
   (6)     (6)
Balance, September 30, 2019 $2
 $2,381
 $552
 $(150) $(994) $87
 $1,878
               
2018              
Balance, December 31, 2017 $2
 $2,354
 $86
 $(87) $(1,342) $101
 $1,114
Adoption of ASU 2016-01 financial instruments adjustment,
January 1, 2018
     2
   (2)   
Net income     327
     6
 333
Other comprehensive loss         (35) (6) (41)
Common stock dividends   
 (44)       (44)
Distributions to noncontrolling interests           (7) (7)
Purchase of noncontrolling interests   (9)       9
 
Purchase of redeemable noncontrolling interests   2
         2
Contribution from noncontrolling interest           22
 22
Common stock share repurchases       (25)     (25)
Stock compensation   17
         17
Stock withheld for employee taxes   
   (7)     (7)
Balance, September 30, 2018 $2
 $2,364
 $371
 $(119) $(1,379) $125
 $1,364


During the first quarter of 2018, a wholly-owned subsidiary of Dana purchased the ownership interest in Dana Spicer (Thailand) Limited (a non wholly-owned consolidated subsidiary of Dana) held by ROC Spicer, Ltd. (a non wholly-owned consolidated subsidiary of Dana). Dana maintained its controlling financial interest in Dana Spicer (Thailand) Limited and accordingly accounted for the purchase as an equity transaction. The excess of the fair value of the consideration paid over the carrying value of the investment attributable to the noncontrolling interest in ROC Spicer, Ltd. was recognized as additional noncontrolling interest with a corresponding reduction of the additional paid-in capital of Dana. During the third quarter of 2018, Yulon Motor Co., Ltd. (Yulon) purchased a direct ownership in two of our consolidated operating subsidiaries. Yulon's ownership interest in the two operating subsidiaries did not change as a result of the transactions, as it previously owned the same percentages indirectly through a series of consolidated holding companies. The cash received from Yulon was recognized as additional noncontrolling interest.



  

Three Months Ended March 31,

 

2020

 

Common Stock

  Additional Paid-In Capital  

Retained Earnings

  

Treasury Stock

  Accumulated Other Comprehensive Loss  Non-controlling Interests  

Total Equity

 

Balance, December 31, 2019

 $2  $2,386  $622  $(150) $(987) $95  $1,968 
Adoption of ASU 2016-13, credit losses, January 1, 2020          (1)              (1)

Net income

          38           2   40 

Other comprehensive loss

                  (111)  (19)  (130)
Common stock dividends          (15)              (15)
Distributions to noncontrolling interests                      (1)  (1)
Stock compensation      5                   5 
Stock withheld for employee taxes              (6)          (6)

Balance, March 31, 2020

 $2  $2,391  $644  $(156) $(1,098) $77  $1,860 
                             

2019

                            

Balance, December 31, 2018

 $2  $2,368  $456  $(119) $(1,362) $97  $1,442 

Adoption of ASU 2016-02 leases, January 1, 2019

          (1)              (1)

Net income

          98           4   102 

Other comprehensive income (loss)

                  34   (2)  32 

Common stock dividends

          (15)              (15)

Distributions to noncontrolling interests

                      (1)  (1)

Increase from business combination

                      7   7 
Common stock share repurchases              (25)          (25)

Stock compensation

      4                   4 

Stock withheld for employee taxes

              (6)          (6)

Balance, March 31, 2019

 $2  $2,372  $538  $(150) $(1,328) $105  $1,539 

Changes in each component of accumulated other comprehensive income (AOCI) of the parent

          
 Parent Company Stockholders
 Foreign Currency Translation Hedging Investments Defined Benefit Plans Total
Balance, June 30, 2019$(694) $(47) $
 $(227) $(968)
Other comprehensive income (loss):         
Currency translation adjustments(39)       (39)
Holding gains and losses  57
 

   57
Reclassification of amount to net income (a)  (49) 

   (49)
Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)      6
 6
Tax expense

 

 

 (1) (1)
Other comprehensive income (loss)(39) 8
 
 5
 (26)
Balance, September 30, 2019$(733) $(39) $
 $(222) $(994)
          
Balance, June 30, 2018$(710) $(78) $
 $(597) $(1,385)
Other comprehensive income (loss):         
Currency translation adjustments(15)       (15)
Holding loss on net investment hedge(3)       (3)
Holding gains and losses  9
 

   9
Reclassification of amount to net income (a)  (7) 

   (7)
Actuarial gain on census update      18
 18
Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)      9
 9
Tax (expense) benefit

 1
 

 (6) (5)
Other comprehensive income (loss)(18) 3
 
 21
 6
Balance, September 30, 2018$(728) $(75) $
 $(576) $(1,379)


 Parent Company Stockholders
 Foreign Currency Translation Hedging Investments Defined Benefit Plans Total
Balance, December 31, 2018$(721) $(54) $
 $(587) $(1,362)
Other comprehensive income (loss):         
Currency translation adjustments(12)       (12)
Holding gains and losses  77
 

   77
Reclassification of amount to net income (a)  (62) 

   (62)
Net actuarial gain      104
 104
Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)      282
 282
Tax expense

 

 

 (21) (21)
Other comprehensive income(12) 15
 
 365
 368
Balance, September 30, 2019$(733) $(39) $
 $(222) $(994)
          
Balance, December 31, 2017$(670) $(64) $2
 $(610) $(1,342)
Other comprehensive income (loss):         
Currency translation adjustments(55)       (55)
Holding loss on net investment hedge(3)       (3)
Holding gains and losses  29
 

   29
Reclassification of amount to net income (a)  (42) 

   (42)
Actuarial gain on census update      18
 18
Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)      26
 26
Tax (expense) benefit

 2
 

 (10) (8)
Other comprehensive income (loss)(58) (11) 
 34
 (35)
Adoption of ASU 2016-01 financial instruments adjustment, January 1, 2018    (2)   (2)
Balance, September 30, 2018$(728) $(75) $
 $(576) $(1,379)

  

Parent Company Stockholders

 
  Foreign Currency Translation  

Hedging

  

Defined Benefit Plans

  

Accumulated Other Comprehensive Loss

 

Balance, December 31, 2019

 $(714) $(30) $(243) $(987)

Other comprehensive income (loss):

                
Currency translation adjustments  (143)          (143)
Holding gains and losses      39       39 
Reclassification of amount to net income (a)      (11)      (11)
Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)          5   5 
Tax (expense) benefit      1   (2)  (1)

Other comprehensive income (loss)

  (143)  29   3   (111)

Balance, March 31, 2020

 $(857) $(1) $(240) $(1,098)
                 

Balance, December 31, 2018

 $(721) $(54) $(587) $(1,362)

Other comprehensive income (loss):

                

Currency translation adjustments

  24           24 

Holding gains and losses

      29       29 

Reclassification of amount to net income (a)

      (24)      (24)

Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)

          7   7 

Tax expense

          (2)  (2)

Other comprehensive income

  24   5   5   34 

Balance, March 31, 2019

 $(697) $(49) $(582) $(1,328)

(a) Realized gains and losses from currency-related forward contracts associated with forecasted transactions or from other derivative instruments treated as cash flow hedges are reclassified from AOCI into the same line item in the consolidated statement of operations in which the underlying forecasted transaction or other hedged item is recorded. See Note 1512 for additional details.

(b) See Note 1210 for additional details.

Note 9.7. Redeemable Noncontrolling Interests


In connection with the acquisition of a controlling financial interest in TM4 from Hydro-Québec on June 22, 2018, we recognized $102 for Hydro-Québec's 45% redeemable noncontrolling interest in TM4. On July 29, 2019, we broadened our relationship with Hydro-Québec, with Hydro-Québec acquiring an indirect 45% redeemable noncontrolling interest in SME and an additional indirect 22.5% redeemable noncontrolling interest in PEPS which resulted in recognition of additional redeemable noncontrolling interest of $64. The terms of the agreement provide Hydro-Québec with the right to put all, and not less than all, of its ownership interests in TM4, SME and PEPS to Dana at fair value any time after June 22, 2021. See Note 2 for additional information.


On August 8, 2018, we entered into an agreement to acquire Brevini's remaining 20% ownership interests in BFP and BPT and to settle all claims between the parties. We paid $43 to acquire Brevini's remaining ownership interests and received $10 in settlement of all pending and future claims. AOCI attributable to Brevini's redeemable noncontrolling interests was reclassified to AOCI of the parent company. The difference between the carrying value of Brevini's redeemable noncontrolling interests and the cash paid was recorded to additional paid-in capital of the parent company.

Redeemable noncontrolling interests reflected as of the balance sheet date are the greater of the redeemable noncontrolling interest balances adjusted for comprehensive income items and distributions or the redemption values. Redeemable noncontrolling interest adjustments of redemption value are recorded in retained earnings.




Reconciliation of changes in redeemable noncontrolling interests

  

Three Months Ended

 
  

March 31,

 
  

2020

  

2019

 

Balance, beginning of period

 $167  $100 
Capital contribution from redeemable noncontrolling interest  2   1 

Comprehensive income (loss) adjustments:

        
Net income (loss) attributable to redeemable noncontrolling interests  (2)  (1)
Other comprehensive income (loss) attributable to redeemable noncontrolling interests  8   5 

Balance, end of period

 $175  $105 

  Three Months Ended
September 30,
 Nine Months Ended
September 30,
  2019 2018 2019 2018
Balance, beginning of period $105
 $149
 $100
 $47
Initial fair value of redeemable noncontrolling interests of acquired businesses 

 

 

 102
Purchase of redeemable noncontrolling interest 

 (46) 

 (46)
Sale of redeemable noncontrolling interest 64
 
 64
 
Cash contributions from redeemable noncontrolling interests 2
   4
  
Comprehensive income (loss) adjustments: 
 
 
 
Net income (loss) attributable to redeemable noncontrolling
    interests
 (2) 

 (3) 1
Other comprehensive income (loss) attributable to redeemable noncontrolling interests 5
 

 9
 (1)
Balance, end of period $174
 $103
 $174
 $103


Note 10.8. Earnings per Share


Reconciliation of the numerators and denominators of the earnings per share calculations — 


Three Months Ended
September 30,

Nine Months Ended
September 30,
 2019 2018 2019 2018
Net income available to common stockholders - Numerator basic and diluted$111
 $95
 $141
 $327












Denominator:       
Weighted-average common shares outstanding - Basic144.0

144.7

144.0

145.1
Employee compensation-related shares, including stock options0.8

1.2

0.8

1.5
Weighted-average common shares outstanding - Diluted144.8

145.9

144.8

146.6

  

Three Months Ended

 
  

March 31,

 
  

2020

  

2019

 

Net income available to common stockholders - Numerator basic and diluted

 $38  $98 
         

Denominator:

        
Weighted-average common shares outstanding - Basic  144.2   143.9 
Employee compensation-related shares, including stock options  0.6   0.9 

Weighted-average common shares outstanding - Diluted

  144.8   144.8 

The share count for diluted earnings per share is computed on the basis of the weighted-average number of common shares outstanding plus the effects of dilutive common stock equivalents (CSEs) outstanding during the period. We excluded 0.6 million and 0.10.4 million CSEs from the calculation of diluted earnings per share for the thirdfirst quarters of 20192020 and 2018 and excluded 0.2 million and 0.1 million of CSEs for the respective year-to-date periods2019 as the effect of including them would have been anti-dilutive.


Note 11.9. Stock Compensation

The Compensation Committee of our Board of Directors approved the grant of RSUs and performance share units (PSUs) shown in the table below during 2019. 

 
Granted
(In millions)
 
Grant Date
Fair Value*
RSUs1.0
 $17.12
PSUs0.4
 $16.17

2020

  

Granted

  

Grant Date

 
  

(In millions)

  

Fair Value*

 

RSUs

  1.2  $15.51 

PSUs

  0.5  $14.42 

* Weighted-average per share


We calculated the fair value of the RSUs at grant date based on the closing market price of our common stock at the date of grant. The number of PSUs that ultimately vest is contingent on achieving specified return on invested capitalmargin targets and specified marginfree cash flow targets, with an even distribution between the 2two targets. We estimated the fair value of the PSUs at grant date based on the closing market price of our common stock at the date of grant adjusted for the value of assumed dividends over the period because the awards are not dividend protected.


We paid $2$1 of cash to settle RSUs. We issued 0.70.5 million and 0.20.3 million shares of common stock based on the vesting of RSUs and PSUs during 2019.2020. We recognized stock compensation expense of $5$4 and $4$5 during the thirdfirst quarters of 2019 and



20182020 and $15 and $13 during the respective year-to-date periods.2019. At September 30, 2019,March 31, 2020, the total unrecognized compensation cost related to the nonvested awards granted and expected to vest was $27.$39. This cost is expected to be recognized over a weighted-average period of 1.92.3 years.

Note 12.10. Pension and Postretirement Benefit Plans


We have a number of defined contribution and defined benefit, qualified and nonqualified, pension plans covering eligible employees. Other postretirement benefits (OPEB), including medical and life insurance, are provided for certain employees upon retirement.


Components of net periodic benefit cost — 

  Pension  
  2019 2018 OPEB - Non-U.S.
Three Months Ended September 30, U.S. Non-U.S. U.S. Non-U.S. 2019 2018
Interest cost $7
 $1
 $11
 $2
 $1
 $
Expected return on plan assets (10) 


 (18) (1) 


 


Service cost 


 2
 


 2
 


 


Settlement charge 


 2
 


 


 


 


Amortization of net actuarial loss 3
 2
 7
 2
 


 


Net periodic benefit cost $
 $7
 $
 $5
 $1
 $
             
Nine Months Ended September 30,  
  
  
  
  
  
Interest cost $33
 $5
 $32
 $5
 $2
 $2
Expected return on plan assets (42) (2) (53) (2) 


 


Service cost 


 6
 


 6
 


 


Settlement charge 258
 2
 


 


 


 


Amortization of net actuarial loss 18
 5
 21
 5
 


 


Net periodic benefit cost $267
 $16
 $
 $14
 $2
 $2

  

Pension

  

OPEB

 
  

2020

  

2019

  

2020

  

2019

 

Three Months Ended March 31,

 

U.S.

  

Non-U.S.

  

U.S.

  

Non-U.S.

  

U.S.

  

Non-U.S.

  

Non-U.S.

 
Interest cost $5  $1  $9  $2  $  $1  $1 
Expected return on plan assets  (9)  (1)  (12)  (1)            
Service cost      2       2             
Amortization of net actuarial loss  3   2   5   2             

Net periodic benefit cost

 $(1) $4  $2  $5  $  $1  $1 

The service cost components of net periodic pension and OPEB costs are included in cost of sales and selling, general and administrative expenses as part of compensation cost and are eligible for capitalization in inventory and other assets. The non-service components are reported in other expense,income (expense), net and are not eligible for capitalization.


Pension expense for 2019 increased2020 decreased versus the same period in 20182019 as a result of a lower assumed return on plan assets, higher interest expense, and a pension settlement charge.


expense.

Plan termination — In October 2017, upon authorization by the Dana Board of Directors, we commenced the process of terminating 1one of our U.S. defined benefit pension plans. During the second quarter of 2019, payments were made from plan assets to those plan participants that elected to take the lump-sum payout option. In June 2019, we entered into (a) a definitive commitment agreement by and among Dana, Athene Annuity and Life Company (Athene) and State Street Global Advisors, as independent fiduciary to the plan, and (b) a definitive commitment agreement by and among Dana, Companion Life Insurance Company (Companion) and State Street Global Advisors, as independent fiduciary to the plan. Pursuant to the definitive commitment agreements, the plan purchased group annuity contracts that irrevocably transferred to the insurance companies the remaining future pension benefit obligations of the plan. Plan participant’s benefits are unchanged as a result of the termination. We contributed $62$59 to the plan prior to the purchase of the group annuity contracts. The purchase of group annuity contracts was then funded directly by the assets of the plan in June 2019. By irrevocably transferring the obligations to Athene and Companion, we reduced our unfunded pension obligation by approximately $165 and recognized a pre-tax pension settlement charge of $258$256 in the second quarter of 2019.




Note 13. Marketable Securities
 September 30, 2019 December 31, 2018
 Cost Unrealized
Gain (Loss)
 Fair
Value
 Cost Unrealized
Gain (Loss)
 Fair
Value
U.S. government securities$
 $
 $
 $2
 $
 $2
Corporate securities


 


 


 4
 


 4
Certificates of deposit20
 


 20
 15
 


 15
Total marketable securities$20
 $
 $20
 $21
 $
 $21

 
U.S. government securities include bonds issued by government-sponsored agencies and Treasury notes. Corporate securities are primarily debt securities. Certificates of deposit maturing in one year or less total $20 at September 30, 2019.

Note 14.11. Financing Agreements

Long-term debt at

  Interest
Rate
 9/30/2019 December 31, 2018
Senior Notes due September 15, 2023 6.000% $300
 $300
Senior Notes due December 15, 2024 5.500% 425
 425
Senior Notes due April 15, 2025 5.750%*400
 400
Senior Notes due June 1, 2026 6.500%*375
 375
Term Facility A   474
 265
Term Facility B   349
 

Other indebtedness   63
 28
Debt issuance costs   (27) (18)
    2,359
 1,775
Less: Current portion of long-term debt   13
 20
Long-term debt, less debt issuance costs   $2,346
 $1,755

 

Interest Rate

  

March 31, 2020

  

December 31, 2019

 

Senior Notes due December 15, 2024

5.500%

  $425  $425 

Senior Notes due April 15, 2025

5.750%

*  400   400 

Senior Notes due June 1, 2026

6.500%

*  375   375 

Senior Notes due November 15, 2027

5.375%

   300   300 

Term Facility A

    474   474 

Term Facility B

    349   349 

Other indebtedness

    66   61 

Debt issuance costs

    (26)  (28)
     2,363   2,356 

Less: Current portion of long-term debt

    28   20 

Long-term debt, less debt issuance costs

   $2,335  $2,336 

*

*

In conjunction with the issuance of the April 2025 Notes we entered into 8-year fixed-to-fixed cross-currency swaps which have the effect of economically converting the April 2025 Notes to euro-denominated debt at a fixed rate of 3.850%. In conjunction with the issuance of the June 2026 Notes we entered into 10-year fixed-to-fixed cross-currency swaps which have the effect of economically converting the June 2026 Notes to euro-denominated debt at a fixed rate of 5.140%. See Note 1512 for additional information.


Interest on the senior notes is payable semi-annually and interest on the Term Facilities is payable quarterly. Other indebtedness includes the note payable to SME, borrowings from various financial institutions, finance lease obligations and the unamortized fair value adjustment related to a terminated interest rate swap. See Note 2 for additional information on the note payable to SME and Note 1512 for additional information on the terminated interest rate swap.


Credit agreement — On February 28, 2019, we entered into an amended credit and guaranty agreement comprised of a $500 term facility (the Term A Facility), a $450 term facility (the Term B Facility and, together with the Term A Facility, the Term Facilities) and a $750 revolving credit facility (the Revolving Facility). The Term A Facility and the Revolving Facility were expansions of our existing facilities. On February 28, 2019, we drew the $225 available under the Term A Facility and the $450 available under the Term B Facility. The proceeds from the Term Facilities were used to acquire the Oerlikon Drive Systems segment of the Oerlikon Group and pay for related integration activities. We were required to make equal quarterly installments on the Term A Facility on the last day of each fiscal quarter of $8 beginning March 31, 2019 and 0.25% of the aggregate principal advances of the Term B Facility quarterly commencing on June 30, 2019. On August 30, 2019, we amended our credit and guaranty agreement, increasing the Revolving Facility to $1,000 and extending the maturities and reducing the interest rates of both the Revolving Facility and the Term A Facility.Facility. On August 30, 2019, we borrowed $100 on the Revolving Facility and paid down a similar amount of the Term B Facility. Outstanding borrowings on the Revolving Facility are included in short-term debt. We are now required to make quarterly installments on the Term A Facility on the last day of each fiscal quarter of $7 beginning on September 30, 2020 and are no longer required to make quarterly installments on the Term B Facility. We may prepay some or all of the amounts under the Term Facilities without penalty. We recorded deferred fees of $13 and $4 related to the amendments to the Term Facilities and the Revolving Facility, respectively.respectively. The deferred fees are being amortized over the life of the applicable facilities. Deferred financing costs on our Revolving Facility are included in other noncurrent assets. The Revolving Facility and the Term A Facility mature on August 17, 2024. The Term B Facility matures on February 28, 2026.




The Term Facilities and the Revolving Facility are guaranteed by all of our wholly-owned domestic subsidiaries subject to certain exceptions (the guarantors) and are secured by a first-priorityfirst-priority lien on substantially all of the assets of Dana and the guarantors, subject to certain exceptions.


Advances under the Term A Facility and the Revolving Facility bear interest at a floating rate based on, at our option, the base rate or Eurodollar rate (each as described in the credit agreement) plus a margin as set forth below:

  

Margin

 

Total Net Leverage Ratio

 

Base Rate

  

Eurodollar Rate

 

Less than or equal to 1.00:1.00

  0.25%  1.25%

Greater than 1.00:1.00 but less than or equal to 2.00:1.00

  0.50%  1.50%

Greater than 2.00:1.00

  0.75%  1.75%


The Term B Facility bears interest based on, at our option, the Base Rate plus 1.25% or the Eurodollar rate plus 2.25%. We have elected to pay interest on our advances under the Term Facilities at the Eurodollar Rate. The interest rate on the Term A Facility was 3.544%2.490% and the Term B Facility was 4.294%was 3.240%, inclusiveinclusive of the applicable margins, as of September 30, 2019. We have elected to pay interest on our advances under the Revolving Facility at the Eurodollar Rate. The interest rate on the Revolving Facility was 3.544%, inclusive of the applicable margins, as of September 30, 2019.


March 31, 2020.

Commitment fees are applied based on the average daily unused portion of the available amounts under the Revolving Facility as set forth below:

Total Net Leverage Ratio

 

Commitment Fee

Less than or equal to 1.00:1.00

 0.250%

Greater than 1.00:1.00 but less than or equal to 2.00:1.00

 0.375%

Greater than 2.00:1.00

 0.500%0.500%


Up to $275$275 of the Revolving Facility may be applied to letters of credit, which reduces availability. We pay a fee for issued and undrawn letters of credit in an amount per annum equal to the applicable margin for Eurodollar rate advances based on a quarterly average availability under issued and undrawn letters of credit under the Revolving Facility and a per annum fronting fee of 0.125%, payable quarterly.


As of September 30, 2019,

At March 31, 2020, we had outstanding borrowings of $100$300 under the Revolving Facility and had utilized $21 for letters of credit. Outstanding borrowings on the Revolving Facility are included in short-term debt. We had availability at September 30, 2019March 31, 2020 under the Revolving Facility of $879$679 after deducting the outstanding borrowings and letters of credit.


Debt covenants — At September 30, 2019March 31, 2020, we were in compliance with the covenants of our financing agreements. Under the Term Facilities, Revolving Facility and the senior notes, we are required to comply with certain incurrence-based covenants customary for facilities of these types and, in the case of the Term A Facility and Revolving Facility, a maintenance covenant tested on the last day of each fiscal quarter requiring us to maintain a first lien net leverage ratio not to exceed 2.00 to 1.00.

Subsequent event — On April 16, 2020, we entered into a $500 bridge facility (the Bridge Facility). We recorded deferred fees of $5 related to the Bridge Facility. The deferred fees are included in other current assets and are being amortized over the life of the Bridge Facility. The Bridge Facility matures on April 15, 2021. The Bridge Facility is guaranteed by all of our wholly-owned domestic subsidiaries subject to certain exceptions (the guarantors) and is secured by a first-priority lien on substantially all of the assets of Dana and the guarantors, subject to certain exceptions. Advances under the Bridge Facility incur a one-time funding fee when drawn and bear interest at a floating rate based on, at our option, the Eurodollar rate plus an initial margin equal to 4.50% or a base rate plus an initial margin equal to 3.50% (each as described in the credit agreement). The initial margin increases by 0.50% every 90 days. A duration fee of 0.50% is paid every 90 days on the full $500 commitment. A commitment fee of 0.50% is applied based on the average daily unused portion of the available amount under the Bridge Facility. Under the Bridge Facility we are required to comply with certain incurrence-based covenants customary for facilities of this type and a maintenance covenant requiring us to maintain a first lien net leverage ratio not to exceed 2.50 to 1.00 for the quarter ending June 30, 2020, 3.00 to 1.00 for the quarter ending September 30, 2020 and 4.00 to 1.00 thereafter. In addition, on April 16, 2020, we amended certain provisions of our credit and guaranty agreement including increasing the first lien net leverage ratio to a maximum of 4.00 to 1.00 for the quarter ending December 31, 2020 and then, starting with the quarter ending December 31, 2021, decrease the ratio quarterly until it returns to its prior level of 2.00 to 1.00 for and after the quarter ending September 30, 2022, unless Dana in its sole discretion elects to return the first lien net leverage ratio to its prior level earlier than such date. We also amended certain restrictive covenants to provide additional limitations that are consistent with the Bridge Facility until such time as the earlier of (x) December 31, 2021 and (y) any date that we elect after the expiration of the Bridge Facility. Additionally, the amendment provides that certain mandatory prepayments required under the credit and guaranty agreement for the incurrence of debt and asset sale proceeds will not be paid to the Term Facilities' lenders while the Bridge Facility is outstanding.

Note 15.12. Fair Value Measurements and Derivatives


In measuring the fair value of our assets and liabilities, we use market data or assumptions that we believe market participants would use in pricing an asset or liability including assumptions about risk when appropriate. Our valuation techniques include a combination of observable and unobservable inputs.




Fair value measurements on a recurring basis — Assets and liabilities that are carried in our balance sheet at fair value are as follows:

      Fair Value
Category Balance Sheet Location Fair Value Level September 30,
2019
 December 31,
2018
Available-for-sale securities Marketable securities 2 $20
 $21
Currency forward contracts        
Cash flow hedges Accounts receivable - Other 2 8
 6
Cash flow hedges Other accrued liabilities 2 6
 5
Undesignated Accounts receivable - Other 2 1
 2
Undesignated Other accrued liabilities 2 1
 1
Interest rate collars Other accrued liabilities 2 5
 

Currency swaps        
Cash flow hedges Other noncurrent liabilities 2 42
 118


        

Fair Value

 

Category

 

Balance Sheet Location

 

Fair Value Level

  March 31, 2020  December 31, 2019 
Certificates of deposit Marketable securities  2  $23  $19 

Currency forward contracts

              
Cash flow hedges Accounts receivable - Other  2   3   14 
Cash flow hedges Other accrued liabilities  2   28   2 
Undesignated Accounts receivable - Other  2   1   1 
Undesignated Other accrued liabilities  2   5   1 
Interest rate collars Other accrued liabilities  2   11   3 

Currency swaps

              
Cash flow hedges Other noncurrent assets  2   17     

Cash flow hedges

 

Other noncurrent liabilities

  2       71 

Fair Value Level 1 assets and liabilities reflect quoted prices in active markets. Fair Value Level 2 assets and liabilities reflect the use of significant other observable inputs.


Fair value of financial instruments — The financial instruments that are not carried in our balance sheet at fair value are as follows:

    September 30, 2019 December 31, 2018
  Fair Value Level Carrying Value 
Fair
Value
 Carrying Value 
Fair
Value
Senior notes 2 $1,500
 $1,553
 $1,500
 $1,442
Term Facility 2 823
 825
 265
 265
Other indebtedness* 2 63
 58
 28
 23
Total   $2,386
 $2,436
 $1,793
 $1,730

    �� 

March 31, 2020

  

December 31, 2019

 
  

Fair Value Level

 

Carrying Value

  

Fair Value

  

Carrying Value

  

Fair Value

 

Senior notes

  2  $1,500  $1,291  $1,500  $1,570 

Term Facility

  2   823   792   823   823 

Other indebtedness*

  2   13   9   61   57 

Total

     $2,336  $2,092  $2,384  $2,450 

*

*

The carrying value includes the unamortized portion of a fair value adjustment related to a terminated interest rate swap at both dates.


Interest rate derivatives — Our portfolio of derivative financial instruments periodically includes interest rate swaps and interest rate collars designed to mitigate our interest rate risk. As of September 30, 2019,March 31, 2020, 0 fixed-to-floating interest rate swaps remain outstanding. However, a $5 fair value adjustment to the carrying amount of our December 2024 Notes, associated with a fixed-to-floating interest rate swap that had been executed but was subsequently terminated during 2015, remains deferred at September 30, 2019.March 31, 2020. This amount is being amortized as a reduction of interest expense through the period ending December 2024, the scheduled maturity date of the December 2024 Notes. The amount amortized as a reduction of interest expense was not material during the three months and nine months ended September 30, 2019.March 31, 2020. We have outstanding interest rate collars with a notional value of $425 that will mature in December 2021. For interest rate collars, no payments or receipts are exchanged unless interest rates rise or fall in excess of a predetermined ceiling or floor rate.


Foreign currency derivatives — Our foreign currency derivatives include forward contracts associated with forecasted transactions, primarily involving the purchases and sales of inventory through the next fifteen months, as well as currency swaps associated with certain recorded external notes payable and intercompany loans receivable and payable. Periodically, our foreign currency derivatives also include net investment hedges of certain of our investments in foreign operations.


We have executed fixed-to-fixed cross-currency swaps in conjunction with the issuance of certain notes to eliminate the variability in the functional-currency-equivalent cash flows due to changes in exchange rates associated with the forecasted principal and interest payments. All of the underlying designated financial instruments, and any subsequent replacement debt, have been designated as the hedged items in each respective cash flow hedge relationship, as shown in the table below. Designated as cash flow hedges of the forecasted principal and interest payments of the underlying designated financial instruments, or subsequent replacement debt, all of the swaps economically convert the underlying designated financial instruments into the functional currency of each respective holder. The impact of the interest rate differential between the inflow and outflow rates on all fixed-to-fixed cross-currency swaps is recognized during each period as a component of interest expense.




The following fixed-to-fixed cross-currency swaps were outstanding at September 30, 2019:

Underlying Financial Instrument Derivative Financial Instrument
Description Type Face Amount Rate Designated Notional Amount Traded Amount Inflow Rate Outflow Rate
June 2026 Notes Payable $375
 6.50% $375
 338
 6.50% 5.14%
April 2025 Notes Payable $400
 5.75% $400
 371
 5.75% 3.85%
Luxembourg Intercompany Notes Receivable 281
 3.91% 281
 $300
 6.00% 3.91%


March 31, 2020:

Underlying Financial Instrument

  

Derivative Financial Instrument

 

Description

 

Type

 

Face Amount

  

Rate

  Designated Notional Amount  

Traded Amount

  

Inflow Rate

  

Outflow Rate

 

June 2026 Notes

 

Payable

 $375   6.50% $375  338   6.50%  5.14%

April 2025 Notes

 

Payable

 $400   5.75% $400  371   5.75%  3.85%

Luxembourg Intercompany Notes

 

Receivable

 278   3.70% 278  $300   5.38%  3.70%

All of the swaps are expected to be highly effective in offsetting the corresponding currency-based changes in cash outflows related to the underlying designated financial instruments. Based on our qualitative assessment that the critical terms of all of the underlying designated financial instruments and all of the associated swaps match and that all other required criteria have been met, we do not expect to incur any ineffectiveness. As effective cash flow hedges, changes in the fair value of the swaps will be recorded in OCI during each period. Additionally, to the extent the swaps remain effective, the appropriate portion of AOCI will be reclassified to earnings each period as an offset to the foreign exchange gain or loss resulting from the remeasurement of the underlying designated financial instruments. See Note 1411 for additional information about the June 2026 Notes and the April 2025 Notes. To the extent the swaps are no longer effective, changes in their fair values will be recorded in earnings.

The total notional amount of outstanding foreign currency forward contracts, involving the exchange of various currencies, was $473$355 at September 30, 2019March 31, 2020 and $1,007$508 at December 31, 2018.2019. The total notional amount of outstanding foreign currency swaps, including the fixed-to-fixed cross-currency swaps, was $1,081$1,085 at September 30, 2019March 31, 2020 and $1,097$1,090 at December 31, 2018.


2019.

The following currency derivatives were outstanding at September 30, 2019March 31, 2020:


    Notional Amount (U.S. Dollar Equivalent)  
Functional Currency Traded Currency Designated Undesignated Total Maturity
 U.S. dollar Mexican peso, euro $145
 $8
 $153
 Dec-20
 Euro U.S. dollar, Canadian dollar, Hungarian forint, British pound, Swiss franc, Indian rupee, Russian ruble, Chinese renminbi, Mexican peso, Australian dollar, Japanese yen 112
 21
 133
 Jan-24
 British pound U.S. dollar, euro 1
 2
 3
 Sep-20
 Swedish krona euro 3
 

 3
 Dec-19
 South African rand U.S. dollar, euro, Thai baht 7
 4
 11
 Sep-20
 Thai baht U.S. dollar 13
 

 13
 Jun-20
 Canadian dollar U.S. dollar 17
 

 17
 Dec-20
 Brazilian real U.S. dollar, euro 51
 19
 70
 Sep-20
 Indian rupee U.S. dollar, British pound, euro 

 61
 61
 Dec-20
Chinese renminbi U.S. dollar, Canadian dollar, euro   7
 7
 Nov-19
Taiwan dollar Chinese renminbi   2
 2
 Mar-20
Total forward contracts   349
 124
 473
  
           
 U.S. dollar euro 306
 

 306
 Sep-23
 Euro U.S. dollar 775
 

 775
 Jun-26
Total currency swaps   1,081
 
 1,081
  
Total currency derivatives   $1,430
 $124
 $1,554
  


    

Notional Amount (U.S. Dollar Equivalent)

  

Functional Currency

 

Traded Currency

 

Designated

  

Undesignated

  

Total

 

Maturity

U.S. dollar

 

Mexican peso, euro

 $91  $6  $97 

Mar-2021

Euro

 

U.S. dollar, Canadian dollar, Hungarian forint, British pound, Swiss franc, Indian rupee, Russian ruble, Chinese renminbi, Mexican peso, Australian dollar, Japanese yen, Singapore dollar

  73   10   83 

Jan-2024

British pound

 

U.S. dollar, euro

  1   6   7 

Nov-2020

South African rand

 

Thai baht

  5   2   7 

Dec-2020

Thai baht

 

U.S. dollar, euro

  7   31   38 

Sep-2020

Canadian dollar

 

U.S. dollar

  5       5 

Feb-2021

Brazilian real

 

U.S. dollar, euro

  43   14   57 

Dec-2020

Indian rupee

 

U.S. dollar, British pound, euro

      55   55 

Mar-2021

Chinese renminbi

 

Canadian dollar, euro

      6   6 

Apr-2020

Total forward contracts

    225   130   355  
                

U.S. dollar

 

euro

  310       310 

Nov-2027

Euro

 

U.S. dollar

  775       775 

Jun-2026

Total currency swaps

    1,085      1,085  

Total currency derivatives

   $1,310  $130  $1,440  

Designated cash flow hedges — With respect to contracts designated as cash flow hedges, changes in fair value during the period in which the contracts remain outstanding are reported in OCI to the extent such contracts remain effective. Effectiveness is measured by using regression analysis to determine the degree of correlation between the change in the fair value of the derivative instrument and the change in the associated foreign currency exchange rates. Changes in fair value of contracts not designated as cash flow hedges or as net investment hedges are recognized in other expense,income (expense), net in the period in



which the changes occur. Realized gains and losses from currency-related forward contracts associated with forecasted transactions or from other derivative instruments, including those that have been designated as cash flow hedges and those that have not been designated, are recognized in the same line item in the consolidated statement of operations in which the underlying forecasted transaction or other hedged item is recorded. Accordingly, amounts are potentially recorded in sales, cost of sales or, in certain circumstances, other expense,income (expense), net.

The following table provides a summary of deferred gains (losses) reported in AOCI as well as the amount expected to be reclassified to income in one year or less:

  Deferred Gain (Loss) in AOCI
  September 30, 2019 December 31, 2018 Gain (loss) expected to be reclassified into income in one year or less
Forward Contracts $
 $2
 $
Collar (5) 
 

Cross-Currency Swaps (38) (60) 


Total $(43) $(58) $


  

Deferred Gain (Loss) in AOCI

 
  

March 31, 2020

  

December 31, 2019

  Gain (loss) expected to be reclassified into income in one year or less 

Forward Contracts

 $(24) $6  $(24)
Collar  (11)  (3)    
Cross-Currency Swaps  30   (36)    

Total

 $(5) $(33) $(24)

The following table provides a summary of the location and amount of gains or losses recognized in the consolidated statement of operations associated with cash flow hedging relationships:

  Location and Amount of Gain or (Loss) Recognized in Income on Cash Flow Hedging Relationships
  Three Months Ended September 30, 2019
Derivatives Designated as Cash Flow Hedges Net sales Cost of sales Other expense, net
Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow hedges are recorded $2,164
 $1,882
 $8
(Gain) or loss on cash flow hedging relationships      
Foreign currency forwards      
Amount of (gain) loss reclassified from AOCI into income 

 (2) 
Cross-currency swaps      
Amount of (gain) loss reclassified from AOCI into income 
 
 (47)
       
  Nine Months Ended September 30, 2019
  Net sales Cost of sales Other expense, net
Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow hedges are recorded $6,633
 $5,725
 $31
(Gain) or loss on cash flow hedging relationships      
Foreign currency forwards      
Amount of (gain) loss reclassified from AOCI into income 


 (7) 
Cross-currency swaps      
Amount of (gain) loss reclassified from AOCI into income 
 
 (55)



  Location and Amount of Gain or (Loss) Recognized in Income on Cash Flow Hedging Relationships
  Three Months Ended September 30, 2018
Derivatives Designated as Cash Flow Hedges Net sales Cost of sales Other expense, net
Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow hedges are recorded $1,978
 $1,692
 $9
(Gain) or loss on cash flow hedging relationships      
Cross-currency swaps      
Amount of (gain) loss reclassified from AOCI into income     (7)
       
  Nine Months Ended September 30, 2018
  Net sales Cost of sales Other expense, net
Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow hedges are recorded $6,170
 $5,269
 $19
(Gain) or loss on cash flow hedging relationships      
Foreign currency forwards      
Amount of (gain) loss reclassified from AOCI into income   (2)  
Cross-currency swaps      
Amount of (gain) loss reclassified from AOCI into income     (40)


  

Three Months Ended March 31, 2020

 

Derivatives Designated as Cash Flow Hedges

 

Net sales

  

Cost of sales

  

Other income (expense), net

 

Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow hedges are recorded

 $1,926  $1,720  $4 

(Gain) or loss on cash flow hedging relationships

            

Foreign currency forwards

            
Amount of (gain) loss reclassified from AOCI into income      7     

Cross-currency swaps

            
Amount of (gain) loss reclassified from AOCI into income          (18)

  

Three Months Ended March 31, 2019

 

Derivatives Designated as Cash Flow Hedges

 

Net sales

  

Cost of sales

  

Other income (expense), net

 

Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow hedges are recorded

 $2,163  $1,863  $(13)

(Gain) or loss on cash flow hedging relationships

            
Foreign currency forwards            
Amount of (gain) loss reclassified from AOCI into income      (1)    

Cross-currency swaps

            

Amount of (gain) loss reclassified from AOCI into income

          (23)

The amounts reclassified from AOCI into income for the cross-currency swaps represent an offset to a foreign exchange loss on our foreign currency-denominated intercompany and external debt instruments.

Certain of our hedges of forecasted transactions have not formally been designated as cash flow hedges. As undesignated forward contracts, the changes in the fair value of such contracts are included in earnings for the duration of the outstanding forward contract. Any realized gain or loss on the settlement of such contracts is recognized in the same period and in the same line item in the consolidated statement of operations as the underlying transaction. The following table provides a summary of the location and amount of gains or losses recognized in the consolidated statement of operations associated with undesignated hedging relationships.

  Amount of Gain (Loss) Recognized in Income  
Derivatives Not Designated as Hedging Instruments Three Months Ended
September 30, 2019
 Nine Months Ended
September 30, 2019
 Location of Gain or (Loss) Recognized in Income
Foreign currency forward contracts $(3) $(15) Other expense, net


  

Amount of Gain (Loss) Recognized in Income

   

Derivatives Not Designated as Hedging Instruments

 

Three Months Ended March 31, 2020

  

Three Months Ended March 31, 2019

  

Location of Gain or (Loss) Recognized in Income

Foreign currency forward contracts $5  $2  Cost of sales
Foreign currency forward contracts (9) (13) Other income (expense), net

During the first quarter of 2019 we settled the outstanding undesignated Swiss franc notional deal contingent forward related to the ODS acquisition for $21, resulting in a realized loss of $13$13 included in other expense,income (expense), net in the first quarter of 2019.


Net investment hedges — We periodically designate derivative contracts or underlying non-derivative financial instruments as net investment hedges. With respect to contracts designated as net investment hedges, we apply the forward method, but for non-derivative financial instruments designated as net investment hedges, we apply the spot method. Under both methods, we report changes in fair value in the cumulative translation adjustment (CTA) component of OCI during the period in which the contracts remain outstanding to the extent such contracts and non-derivative financial instruments remain effective.


Note 16.13. Commitments and Contingencies

Product liabilities — Accrued product liability costs were $14$6 at September 30, 2019March 31, 2020 and $19$10 at December 31, 2018.2019. We had also recognized amounts recoverable from third parties of $14 at September 30, 2019March 31, 2020 and $24$13 at December 31, 2018.2019. Payments made to claimants precede recovery of amounts from third parties, and may result in recoverable amounts in excess of the total liability. We estimate these liabilities based on current information and assumptions about the value and likelihood of the claims against us.




Environmental liabilities — Accrued environmental liabilities were $9$12 at September 30, 2019March 31, 2020 and $10$13 at December 31, 20182019. We consider the most probable method of remediation, current laws and regulations and existing technology in estimating our environmental liabilities.


Guarantee of lease obligations — In connection with the divestiture of our Structural Products business in 2010, leases covering 3 U.S. facilities were assigned to a U.S. affiliate of Metalsa. Under the terms of the sale agreement, we will guarantee the affiliate’s performance under the leases, which run through June 2025, including approximately $6$6 of annual payments. In the event of a required payment by Dana as guarantor, we are entitled to pursue full recovery from Metalsa of the amounts paid under the guarantee and to take possession of the leased property.


Other legal matters — We are subject to various pending or threatened legal proceedings arising out of the normal course of business or operations. In view of the inherent difficulty of predicting the outcome of such matters, we cannot state what the eventual outcome of these matters will be. However, based on current knowledge and after consultation with legal counsel, we believe that any liabilities that may result from these proceedings will not have a material adverse effect on our liquidity, financial condition or results of operations.


Note 17.14. Warranty Obligations


We record a liability for estimated warranty obligations at the dates our products are sold. We record the liability based on our estimate of costs to settle future claims. Adjustments to our estimated costs at time of sale are made as claim experience and other new information becomes available. Obligations for service campaigns and other occurrences are recognized as adjustments to prior estimates when the obligation is probable and can be reasonably estimated.


Changes in warranty liabilities — 

  

Three Months Ended

 
  

March 31,

 
  

2020

  

2019

 

Balance, beginning of period

 $101  $75 
Acquisitions      15 
Amounts accrued for current period sales  8   8 
Adjustments of prior estimates  1   5 
Settlements of warranty claims  (11)  (7)
Currency impact  (2)  (1)

Balance, end of period

 $97  $95 

 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 2019 2018 2019 2018
Balance, beginning of period$95
 $75
 $75
 $76
Acquisitions


 


 17
 1
Amounts accrued for current period sales9
 9
 26
 27
Adjustments of prior estimates


 (1) 2
 (1)
Settlements of warranty claims(11) (9) (27) (28)
Currency impact(2) 


 (2) (1)
Balance, end of period$91
 $74
 $91
 $74
20


 

Note 18.15. Income Taxes


We estimate the effective tax rate expected to be applicable for the full fiscal year and use that rate to provide for income taxes in interim reporting periods. We also recognize the tax impact of certain unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur.


We have generally not recognized tax benefits on losses generated in several entities where the recent history of operating losses does not allow us to satisfy the “more likely than not” criterion for the recognition of deferred tax assets. Consequently, there is no income tax expense or benefit recognized on the pre-tax income or losses in these jurisdictions as valuation allowances are adjusted to offset the associated tax expense or benefit.


We believe it is reasonably possible that additional valuation allowances could be recorded in the next twelve months, driven by reductions in certain subsidiaries' profits from the impact of COVID-19.

We record interest and penalties related to uncertain tax positions as a component of income tax expense. Net interest expense for the periods presented herein is not significant.


We reported an income tax expense of $5 and $31 for the third quarters of 2019 and 2018 and income tax benefit of $27$16 and income tax expense of $75$20 for the respective year-to-date periods.firstthree months ended March 31, 2020 and 2019, respectively. Our effective tax rates were (28)(80)% and 19%17% for the first ninethree months of 20192020 and 2018.2019. During the thirdfirst quarter of 2019, we recognized a benefit of $22 for the release of a valuation allowance in a subsidiary in Brazil based on recent history of profitability and increased income projections. During the second quarter of 2019,2020, a pre-tax pension settlementgoodwill impairment charge of $258$51 with an associated income tax benefit of $9$1 was recorded. Also, during the secondfirst quarter of 2019,2020, we recorded tax benefits of $48$37 related to tax actions that adjusted federal tax credits, and



$30 relatedtax expense of $2 to record additional valuation allowance in the developmentU.S. based on reduced income projections, and tax expense of a tax planning strategy which reduced$4 to record valuation allowances on existing federal tax credits.in foreign jurisdictions due to reduced income projections. During the first quarter of 2019, we recognized a benefit of $22 related to the reductionrelease of valuation allowances in the U.S. based on increased income projections. Partially offsetting this benefit in the first quarter of 2019 was $6 of expense related to a U.S. state law change. Excluding these items, the effective tax rate would be 28%23% and 31% for the 2019 nine-month period. The 2018 tax expense reflected several discrete items in the second quarter, during which we recognized a benefit of $46 related to U.S. state law changes2020 and the development and implementation of a tax planning strategy which adjusted federal tax credits, federal and state net operating losses and the associated valuation allowances. Partially offsetting this benefit was $7 of expense to settle outstanding tax matters in a foreign jurisdiction and foreign taxes related to cash repatriation actions. Excluding these items, the effective tax rate would be 29% for the 2018 nine-month period.2019three-month periods, respectively. Our effective income tax rates vary from the U.S. federal statutory rate of 21% due to establishment, release and adjustment of valuation allowances in several countries, nondeductible expenses and deemed income, local tax incentives in several countries outside the U.S., different statutory tax rates outside the U.S. and withholding taxes related to repatriations of international earnings. The effective income tax rate may vary significantly due to fluctuations in the amounts and sources, both foreign and domestic, of pretax income and changes in the amounts of non-deductible expenses.

Dividends of earnings from non-U.S. operations are generally no longer subjected to U.S. income tax. We continue to analyze and adjust the estimated tax impact of the income and non-U.S. withholding tax liabilities based on the amounts and sources of these earnings.


Note 19. Other Expense, Net
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 2019 2018 2019 2018
Non-service cost components of pension and OPEB costs$(4) $(3) $(19)
$(10)
Government grants and incentives3
 3
 11
 8
Foreign exchange loss(1) (3) (11) (7)
Strategic transaction expenses, net of transaction breakup fee income(8) (6) (32) (13)
Non-income tax legal judgment    6
  
Other, net2
 


 14
 3
Other expense, net$(8) $(9) $(31) $(19)

 

Note 16. Other Income (Expense), Net

  

Three Months Ended

 
  

March 31,

 
  

2020

  

2019

 
Non-service cost components of pension and OPEB costs $(2) $(6)
Government grants and incentives  4   3 
Foreign exchange gain (loss)  5   (11)
Strategic transaction expenses  (6)  (13)
Non-income tax legal judgment      6 
Other, net  3   8 

Other income (expense), net

 $4  $(13)

Foreign exchange gains and losses on cross-currency intercompany loan balances that are not of a long-term investment nature are included above. Foreign exchange gains and losses on intercompany loans that are permanently invested are reported in OCI. Foreign exchange loss in 2019 included a loss on the undesignated Swiss franc notional deal contingent forward related to the ODS acquisition. See Note 1512 for additional information.


Strategic transaction expenses relate primarily to costs incurred in connection with acquisition and divestiture related activities, including costs to complete the transaction and post-closing integration costs. Strategic transaction expenses in 2020 were primarily attributable to the acquisitions of ODS and Nordresa. Strategic transaction expenses in 2019 were primarily attributable to the acquisition of ODS. Strategic transaction expenses in 2018 were primarily attributable to our bid to acquire the driveline business of GKN plc. and our acquisition of TM4 and were partially offset by a $40 transaction breakup fee associated with the GKN plc. transaction. See Note 2 for additional information.


During the first quarter of 2019, we won a legal judgment regarding the methodology used to calculate PIS/COFINS tax in Brazil.

Note 20.17. Revenue from Contracts with Customers


We generate revenue from selling production parts to original equipment manufacturers (OEMs) and service parts to OEMs and aftermarket customers. While we provide production and service parts to certain OEMs under awarded multi-year programs, these multi-year programs do not contain any commitment to volume by the customer. As such, individual customer releases or purchase orders represent the contract with the customer. Our customer contracts do not provide us with an enforceable right to payment for performance completed to date throughout the contract term. As such, we recognize part sales revenue at the point in time when the parts are shipped, and risk of loss has transferred to the customer. We have elected to continue to include shipping and handling fees billed to customers in revenue, while including costs of shipping and handling in costs of sales. Taxes collected from customers are excluded from revenues and credited directly to obligations to the appropriate government agencies. Payment terms with our customers are established based on industry and regional practices and generally do not exceed 180 days.




Certain of our customer contracts include rebate incentives. We estimate expected rebates and accrue the corresponding refund liability, as a reduction of revenue, at the time covered product is sold to the customer based on anticipated customer purchases during the rebate period and contractual rebate percentages. Refund liabilities are included in other accrued liabilities on our consolidated balance sheet. We provide standard fitness for use warranties on the products we sell, accruing for estimated costs related to product warranty obligations at time of sale. See Note 1714 for additional information.


Contract liabilities are primarily comprised of cash deposits made by customers with cash in advance payment terms. Generally, our contract liabilities turn over frequently given our relatively short production cycles. Contract liabilities were $18$21 and $12$23 at September 30, 2019March 31, 2020 and December 31, 2018.2019. Contract liabilities are included in other accrued liabilities on our consolidated balance sheet.


Disaggregation of revenue


The following table disaggregates revenue for each of our operating segments by geographical market:

Three Months Ended March 31, 2020 

Light Vehicle

  

Commercial Vehicle

  

Off-Highway

  

Power Technologies

  

Total

 
North America $586  $199  $74  $123  $982 
Europe  102   49   349   114   614 
South America  30   63   7   5   105 
Asia Pacific  90   22   102   11   225 

Total

 $808  $333  $532  $253  $1,926 

Three Months Ended March 31, 2019                    

North America

 $660  $253  $58  $141  $1,112 

Europe

  91   67   407   113   678 

South America

  33   75   9   5   122 

Asia Pacific

  122   36   78   15   251 

Total

 $906  $431  $552  $274  $2,163 


Three Months Ended
September 30, 2019
 Light Vehicle Commercial Vehicle Off-Highway Power Technologies Total
North America $699
 $238
 $89
 $132
 $1,158
Europe 80
 49
 381
 104
 614
South America 34
 85
 11
 4
 134
Asia Pacific 117
 26
 101
 14
 258
Total $930
 $398
 $582
 $254
 $2,164
           
Nine Months Ended
September 30, 2019
          
North America $2,042
 $745
 $245
 $412
 $3,444
Europe 256
 181
 1,243
 325
 2,005
South America 105
 245
 31
 15
 396
Asia Pacific 360
 95
 289
 44
 788
Total $2,763
 $1,266
 $1,808
 $796
 $6,633


Three Months Ended
September 30, 2018
          
North America $605
 $232
 $35
 $141
 $1,013
Europe 83
 62
 322
 105
 572
South America 46
 79
 9
 6
 140
Asia Pacific 145
 33
 59
 16
 253
Total $879
 $406
 $425
 $268
 $1,978
           
Nine Months
September 30, 2018
          
North America $1,869
 $677
 $109
 $442
 $3,097
Europe 264
 206
 1,083
 337
 1,890
South America 139
 240
 23
 16
 418
Asia Pacific 430
 94
 187
 54
 765
Total $2,702
 $1,217
 $1,402
 $849
 $6,170




Note 21.18. Segments


We are a global provider of high-technology products to virtually every major vehicle and engine manufacturer in the world. We also serve the stationary industrial market. Our technologies include drive and motion productssystems (axles, driveshafts, planetary hub drives, power-transmission products, tire-management products, transmissions, and motors, powerwheel and track drives); motion systems (winches, slew drives, and hub drives); electrodynamic technologies (motors, inverters, software and controlscontrol systems, for electric vehicles)battery-management systems, and fuel cell plates); sealing solutions (gaskets, seals, heat shields,cam covers, and fuel-cell plates)oil pan modules); thermal-management technologies (transmission and engine oil cooling, battery and electronics cooling, charge air cooling, and exhaust-gas heat recovery)thermal-acoustical protective shielding); and fluid-power products (pumps, valves, motors,digital solutions (active and controls)passive system controls and descriptive and predictive analytics). We serve our global light vehicle, medium/heavy vehicle and off-highway markets through 4four operating segments – Light Vehicle Driveline TechnologiesDrive Systems (Light Vehicle), Commercial Vehicle Driveline TechnologiesDrive and Motion Systems (Commercial Vehicle), Off-Highway Drive and Motion TechnologiesSystems (Off-Highway) and Power Technologies, which is the center of excellence for sealing and thermal-management technologies that span all customers in our on-highway and off-highway markets. These operating segments have global responsibility and accountability for business commercial activities and financial performance.


Dana evaluates the performance of its operating segments based on external sales and segment EBITDA. Segment EBITDA is a primary driver of cash flows from operations and a measure of our ability to maintain and continue to invest in our operations and provide shareholder returns. Our segments are charged for corporate and other shared administrative costs.  Segment EBITDA may not be comparable to similarly titled measures reported by other companies.


Segment information

  

2020

  

2019

 

Three Months Ended March 31,

 

External Sales

  

Inter-Segment Sales

  

Segment EBITDA

  

External Sales

  

Inter-Segment Sales

  

Segment EBITDA

 
Light Vehicle $808  $30  $83  $906  $36  $102 
Commercial Vehicle  333   20   21   431   27   41 
Off-Highway  532   9   72   552   5   82 
Power Technologies  253   6   30   274   6   34 
Eliminations and other      (65)          (74)    

Total

 $1,926  $  $206  $2,163  $  $259 

  2019 2018
Three Months Ended September 30, External Sales Inter-Segment Sales Segment EBITDA External Sales Inter-Segment Sales Segment EBITDA
Light Vehicle $930
 $30
 $113
 $879
 $34
 $102
Commercial Vehicle 398
 27
 33
 406
 29
 39
Off-Highway 582
 3
 79
 425
 3
 69
Power Technologies 254
 7
 28
 268
 5
 33
Eliminations and other 


 (67) 


 


 (71) 


Total $2,164
 $
 $253
 $1,978
 $
 $243
   
  
  
  
  
  
Nine Months Ended September 30,  
  
  
  
  
  
Light Vehicle $2,763
 $99
 $333
 $2,702
 $103
 $297
Commercial Vehicle 1,266
 80
 115
 1,217
 83
 114
Off-Highway 1,808
 13
 264
 1,402
 8
 220
Power Technologies 796
 17
 90
 849
 16
 117
Eliminations and other 


 (209) 


 


 (210) 


Total $6,633
 $
 $802
 $6,170
 $
 $748



22

Reconciliation of segment EBITDA to consolidated net income

  

Three Months Ended

 
  

March 31,

 
  

2020

  

2019

 
Segment EBITDA $206  $259 
Corporate expense and other items, net  (1)  (2)
Depreciation  (85)  (74)
Amortization  (4)  (3)
Non-service cost components of pension and OPEB costs  (2)  (6)
Restructuring charges, net  (3)  (9)
Stock compensation expense  (4)  (5)
Strategic transaction expenses  (6)  (13)
Impairment of goodwill  (51)   
Acquisition related inventory adjustments     (4)
Non-income tax legal judgment     6 
Other items  (3)  (9)

Earnings before interest and income taxes

  47   140 

Interest income

  2   2 

Interest expense

  29   27 

Earnings before income taxes

  20   115 

Income tax expense (benefit)

  (16)  20 

Equity in earnings of affiliates

  2   6 

Net income

 $38  $101 


Three Months Ended
September 30,

Nine Months Ended
September 30,
 2019 2018 2019 2018
Segment EBITDA$253

$243

$802

$748
Corporate expense and other items, net(3)
(3)
(9)
(14)
Depreciation(82)
(63)
(235)
(187)
Amortization(4) (3) (12) (8)
Non-service cost components of pension and OPEB costs(4) (3) (19) (10)
Pension settlement charge(2)   (260)  
Restructuring charges, net(5)
(9)
(23)
(17)
Stock compensation expense(5) (4) (15) (13)
Strategic transaction expenses, net of transaction breakup
  fee income
(8)
(6)
(32)
(13)
Acquisition related inventory adjustments(3) 


 (12) 


Non-income tax legal judgment    6
  
Other items  (5) (9) (10)
Impairment of indefinite-lived intangible asset


 


 


 (20)
Adjustment in fair value of disposal group held for sale


 


 


 3
Earnings before interest and income taxes137
 147
 182
 459
Interest expense31

24

92

71
Interest income3

3

8

8
Earnings before income taxes109

126

98

396
Income tax expense (benefit)5

31

(27)
75
Equity in earnings of affiliates8

1

22

13
Net income$112

$96

$147

$334


Note 22.19. Equity Affiliates


We have a number of investments in entities that engage in the manufacture and supply of vehicular parts (primarily axles, driveshafts, wheel-end braking systems) and motors for electric vehicles and industrial applications.


The decrease in equity method investments from the prior period is due in large part to our acquisition of PEBL's interest in PEPS. The acquisition of PEBL's interest in PEPS, along with our existing ownership interest in PEPS through our TM4 subsidiary, provides us with a controlling financial interest in PEPS. See Note 2 for additional information.


AsAshwoods Innovations Ltd. (Ashwoods) on February 5, 2020. Originally acquired as part of the ODS acquisition, we acquired an ownership interest in Ashwoods Innovations Ltd. (Ashwoods). Thethe minority shareholders in this entity havehad substantive participating rights that allowallowed them to effectively participate in the decisions made in the ordinary course of business that arewere significant to its operations. Due to these factors, we do not have control over this entity and therefore account for this investment under the equity method of accounting. Our equity method investmentUpon acquiring Curtis Instruments, Inc.'s (Curtis) 35.4% ownership interest in Ashwoods, is includedwe had a 97.8% ownership interest in Ashwoods. During March 2020, we acquired the net assets of our Off-Highway operating segment.



remaining noncontrolling interest in Ashwoods held by employee shareholders. See Note 2 for additional information.

Equity method investments exceeding $5 at September 30, 2019March 31, 2020 — 


  

Ownership Percentage

 

Investment

 

Dongfeng Dana Axle Co., Ltd. (DDAC)

 50% $95 

Bendix Spicer Foundation Brake, LLC

 20%  56 

Axles India Limited

 48%  10 

Taiway Ltd.

 28%  5 

All others as a group

    10 

Investments in equity affiliates

    176 

Investments in affiliates carried at cost

    2 

Investments in affiliates

   $178 

 
Ownership
Percentage
 Investment
Dongfeng Dana Axle Co., Ltd. (DDAC)50% $90
Bendix Spicer Foundation Brake, LLC20% 51
Axles India Limited48% 10
Ashwoods Innovations Ltd.58% 7
Taiway Ltd.28% 5
All others as a group  7
Investments in equity affiliates  170
Investments in affiliates carried at cost  2
Investments in affiliates  $172
23



Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Dollars in millions)


Management's discussion and analysis of financial condition and results of operations should be read in conjunction with the financial statements and accompanying notes in this report.


Forward-Looking Information


Statements in this report (or otherwise made by us or on our behalf) that are not entirely historical constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often be identified by words such as “anticipates,” “expects,” “believes,” “intends,” “plans,” “predicts,” “seeks,” “estimates,” “projects,” “outlook,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing” and similar expressions, variations or negatives of these words. These statements represent the present expectations of Dana Incorporated and its consolidated subsidiaries (Dana) based on our current information and assumptions. Forward-looking statements are inherently subject to risks and uncertainties. Our plans, actions and actual results could differ materially from our present expectations due to a number of factors, including those discussed below and elsewhere in this report and in our other filings with the Securities and Exchange Commission (SEC). All forward-looking statements speak only as of the date made and we undertake no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances that may arise after the date of this report.


Management Overview


Dana is headquartered in Maumee, Ohio, and was incorporated in Delaware in 2007. We are a global provider of high-technology products to virtually every major vehicle and engine manufacturer in the world. We also serve the stationary industrial market. Our technologies include drive and motion productssystems (axles, driveshafts, planetarytransmissions, and wheel and track drives); motion systems (winches, slew drives, and hub drives, power-transmission products, transmissions, electric motors,drives); electrodynamic technologies (motors, inverters, controlssoftware and tire-management products)control systems, battery-management systems, and fuel cell plates); sealing solutions (gaskets, seals, heat shields,cam covers, and fuel-cell plates)oil pan modules); thermal-management technologies (transmission and engine oil cooling, battery and electronics cooling, charge air cooling, and exhaust-gas heat recovery)thermal-acoustical protective shielding); and fluid-power products (pumps, valves, motors,digital solutions (active and controls)passive system controls and descriptive and predictive analytics). We serve our global light vehicle, medium/heavy vehicle and off-highway markets through four business units – Light Vehicle Driveline TechnologiesDrive Systems (Light Vehicle), Commercial Vehicle Driveline TechnologiesDrive and Motion Systems (Commercial Vehicle), Off-Highway Drive and Motion TechnologiesSystems (Off-Highway) and Power Technologies, which is the center of excellence for sealing and thermal-management technologies that span all customers in our on-highway and off-highway markets. We have a diverse customer base and geographic footprint, which minimizes our exposure to individual market and segment declines. At September 30, 2019,March 31, 2020, we employed approximately 37,00031,700 people, operated in 3334 countries and had 154149 major facilities housing manufacturing and distribution operations, service and assembly operations, technical and engineering centers and administrative offices.



External sales by operating segment for the periods ended September 30,March 31, 2020 and 2019 and 2018 are as follows:

  Three Months Ended September 30, Nine Months Ended September 30,
  2019 2018 2019 2018
    % of   % of   % of   % of
  Dollars Total Dollars Total Dollars Total Dollars Total
Light Vehicle $930
 43.0% $879
 44.5% $2,763
 41.6% $2,702
 43.8%
Commercial Vehicle 398
 18.4% 406
 20.5% 1,266
 19.1% 1,217
 19.7%
Off-Highway 582
 26.9% 425
 21.5% 1,808
 27.3% 1,402
 22.7%
Power Technologies 254
 11.7% 268
 13.5% 796
 12.0% 849
 13.8%
Total $2,164
   $1,978
   $6,633
   $6,170
  

  

Three Months Ended March 31,

 
  

2020

  

2019

 
      

% of

      

% of

 
  

Dollars

  

Total

  

Dollars

  

Total

 

Light Vehicle

 $808   42.0% $906   41.9%

Commercial Vehicle

  333   17.3%  431   19.9%

Off-Highway

  532   27.6%  552   25.5%

Power Technologies

  253   13.1%  274   12.7%

Total

 $1,926      $2,163     

See Note 2118 to our consolidated financial statements in Item 1 of Part I for further financial information about our operating segments.


Our internet address is www.dana.com. The inclusion of our website address in this report is an inactive textual reference only and is not intended to include or incorporate by reference the information on our website into this report.


Operational and Strategic Initiatives


Dana has refined the company’s

Our enterprise strategy to buildbuilds on our strong technology foundation and leverageleverages our resources across the organization to position us forwhile driving a profitable growth trajectory. The strategy is composedcustomer centric focus, expanding our global markets, and delivering innovative solutions as we evolve into the era of five core pillars.


vehicle electrification.

Central to our strategy is Leveraging Our Core,which focuses on utilizingleveraging our core capabilities in power conveyance, thermal management,operations. This foundational element enables us to infuse strong operational disciplines throughout the strategy, making it practical, actionable, and mechatronicseffective. It enables us to capitalize on being a major drive systems supplier across all three mobility marketsend-mobility markets. We are achieving improved profitability by actively seeking synergies across our engineering, purchasing, and manufacturing base. We have strengthened the portfolio by acquiring critical assets; and we are utilizing our physical and intellectual capital to amplify innovation across the enterprise. Leveraging these core elements can further expand the cost efficiencies of our common technologies and deliver a sustainable competitive advantage. This enables usadvantage for Dana.

Driving customer centricity continues to acceleratebe at the heart of who we are. Putting our speedcustomers at the center of innovation through knowledge sharing across the enterprise,our value system is firmly embedded in our culture and is driving growth by focusing on customer relationships and providing value to realize cost efficiencies delivered through shared core technologies. It also magnifies our investmentscustomers. These relationships are strengthened as we are physically where we need to be in order to provide unparalleled service and we are prioritizing our customers’ needs as we engineer solutions that differentiate their products, while making it easier to do business with Dana by utilizing shared research and development.


The strategy also emphasizes Driving Customer Centricity, whichdigitizing their experience. Our customer centric focus has uniquely positioned us to win more than our fair share of drive systemsnew business and capitalize on future customer outsourcing initiatives.

We continue to enhance and expand our global footprint, optimizing it to capture growth across all threeof our end markets. Expanding global markets means utilizing our global capabilities and presence to further penetrate growth markets, focusing on Asia due to its position as the largest mobility markets. As our OEM customers are facedmarket in the world with redeploying capital toward the emerging megatrendshighest market growth rate and its lead in the adoption of mobility, autonomous driving, and digitization to remain competitive, our focus on driving customer centricity yields more OEM outsourcing opportunities.


new energy vehicles. We are also investing across various avenues to increase our presence in capabilitiesAsia Pacific by forging new partnerships, expanding inorganically, and growing organically. We continue to drive growthoperate in Asia-Pacific to Expand Global Marketsthis region through wholly owned subsidiaries and joint ventures with local market partners. We have recently made acquisitions that have augmented our footprint in the region, specifically in India and China. All the while, we have been making meaningful organic investments to grow with existing and new customers, primarily in Thailand, India, and China. These added capabilities have enabled us to target the highest growth rates and earliest electrification adoption. Focusing ondomestic Asia Pacific represents a significant opportunitymarkets and utilize the capacity for export to gain a fair share in the world’s largest mobility market.

We continue to focus on other global markets.

Delivering Innovative Solutions that allowinnovative solutions enables us to capitalize on secularmarket growth trends such as engine downsizing, while driveline enhancements offer significant opportunities to expandwe evolve our addressable market ascore technology capabilities. We are also focused on enhancing our physical products evolve towardwith digital solutions. Delivering innovativecontent to provide smart systems and we see an opportunity to become a digital systems provider by delivering software as a service to our traditional end customers. This focus on delivering solutions yields market expansionbased on our core technology is leading to new business wins and higherincreasing our content per vehicle.


Initiatives We have made significant investments - both organically and inorganically - allowing us to capitalize on evolvingmove to the next phase, which is to Lead electric propulsion.

Over the past year we have achieved our goal to accelerate hybridization and electrification vehicle trendsthrough both core Dana technologies and targeted strategic acquisitions and are a core ingredientpositioned today to lead the market. The four recent acquisitions of our final enterprise strategy element, Lead Electric Propulsion. Our efforts are focused on developingelectrodynamic expertise and deliveringtechnologies combined with Dana’s longstanding mechatronics capabilities has allowed us to develop and deliver fully integrated e-Propulsion systems to capture opportunities to double content per vehicle as our core markets shift from internal combustion engines to electric propulsion. In additionthat are power-dense and achieve optimal efficiency through the integration of the components that we offer due to our current technologies in battery cooling and fuel cells, this element of our strategy is leveraging our deep expertise in driveline technology to enable the hybridization and electrification of our core markets. We are working with our customers to develop new solutions for those markets where electrification will be adopted first such as hybrid applications, buses, and urban delivery vehicles. These new solutions, which include advanced electric propulsion systems with fully integrated motors and controls, are included in our Spicer® Electrified portfolio of products. Working with our joint venture partner, our latest integrated e-Axle was launched during the first quarter of 2018 in a bus application in China. Our investment in SME in January 2019, PEPS in June 2019, Nordresa in August 2019 and TM4 in June 2018 (see Acquisitions section below) adds electric motors, power inverters, control and battery-management systems, and electric powertrain system integration expertise to our product portfolio, enhancing our range of hybrid andmechatronics capabilities. With recent electric vehicle solutions for customers across all three ofprogram awards, we are well on our end markets. Electrification creates significant opportunityway to achieving our growth objectives in driveline applications.



this emerging market.

The development and implementation of our enterprise strategy is positioning Dana to grow profitably due to our increased customer focus as we leverage our core capabilities, expand into new markets, develop and commercialize new technologies including for hybrid and continue to leadelectric vehicles.

See Trends in vehicle electrification.Our Markets discussion below for additional information on our operational and strategic initiatives.


Capital Structure Initiatives


In addition to investing in our business, we plan to continue prioritizing the allocation of capital to reduce debt and maintain a strong financial position. In January 2018, we announced our intention to drive toward investment grade metrics as part of a balanced approach to our capital allocation priorities and our goal of further strengthening our balance sheet.


Shareholder return actions — When evaluating capital structure initiatives, we balance our growth opportunities and shareholder value initiatives with maintaining a strong balance sheet and access to capital. Our strong financial position has enabled us to simplify our capital structure while providing returns to our shareholders in the form of cash dividends and a reductionreduction in the number of shares outstanding. Our Board of Directors authorized a $200 share repurchase program effective in 2018 which expires at the end of 2019.2021. Through the third quarter of 2019,March 31, 2020, we have used cash of $50 to repurchase common shares under the current program. We declared and paid quarterly common stock dividends in eachfor thirty-three consecutive quarters. In response to the global COVID-19 pandemic, we have temporarily suspended the declaration and payment of dividends to common shareholders and the past thirty-one quarters.repurchase of common stock under our existing common stock share repurchase progra


m.

Financing actions— We have taken advantage of the lower interest rate environment to complete refinancing transactions that resulted in lower effective interest rates while extending maturities. In 2017, we completed a $400 2025 note offering and entered into a $275 floating rate term loan. The proceeds of these issuances were used to repay higher cost international debt and to repay $450 of 2021 notes. During 2019 we expanded our credit and guaranty agreement. We enteredagreement, entering into $675 of additional floating rate term loans to fund the ODS acquisition (see Acquisitions section below) and upsizedincreasing our revolving credit facility to $1,000 and extendedextending its maturity by two years. We completed a $300 2027 note offering and used the proceeds to repay $300 of higher cost 2023 notes. During 2019, we terminated one of our U.S. defined benefit pension plans, settling approximately $165 of previously unfunded pension obligations and eliminating future funding risk associated with interest rate and other market developments. In response to the global COVID-19 pandemic, on April 16, 2020, we entered into a $500 bridge facility (the Bridge Facility). The Bridge Facility matures on April 15, 2021. See Note 11 to our consolidated financial statements in Item 1 of Part I for additional information on the Bridge Facility.


Other Initiatives


Aftermarket opportunities — We have a global group dedicated to identifying and developing aftermarket growth opportunities that leverage the capabilities within our existing businesses – targeting increased future aftermarket sales. Powered by recognized brands such as Dana®, Spicer®, Victor Reinz®, Albarus™, Brevini™, PIV™, Fairfield®, Glaser®, Graziano™, GWB®, Thompson®Spicer Select™, Thompson™, Tru-Cool®, SVL®, and Transejes™, Dana delivers a broad range of aftermarket solutions – including genuine, all makes,all-makes, and value lines – servicing passenger car, commercial vehicle, off-highway equipment and off-highway vehiclesindustrial applications across the globe.


Selective acquisitions — Although transformational opportunities like the GKN plc driveline business transaction that we pursued in 2018 will be considered when strategically and economically attractive, our acquisition focus is principally directed at “bolt-on” or adjacent acquisition opportunities that have a strategic fit with our existing core businesses, particularly opportunities that support our enterprise strategy and enhance the value proposition of our product offerings. Any potential acquisition will be evaluated in the same manner we currently consider customer program opportunities and other uses of capital – with a disciplined financial approach designed to ensure profitable growth and increased shareholder value.

Hydro-Québec Relationship

Acquisitions

Ashwoods Innovations Limited — On June 22, 2018,February 5, 2020, we acquired a 55%Curtis Instruments, Inc.'s (Curtis) 35.4% ownership interest in TM4 from Hydro-Québec. On July 29, 2019, we broadened our relationship with Hydro-Québec, with Hydro-Québec acquiring an indirect 45% redeemable noncontrollingAshwoods Innovations Limited (Ashwoods). Ashwoods designs and manufactures permanent magnet electric motors for the automotive, material handling and off-highway vehicle markets. The acquisition of Curtis' interest in SME and increasing itsAshwoods, along with our existing indirect 22.5% noncontrollingownership interest in PEPS to 45%. We received $65 at closing, consisting of $53 of cashAshwoods, provided us with a 97.8% ownership interest and a note receivable of $12. The note is payable in five years and bears annual interest of 5%. Dana will continue to consolidate SME and PEPS as the governing documents continue to provide Dana with a controlling financial interest in these subsidiaries.Ashwoods. We recognized a $3 gain to other income (expense), net on the required remeasurement of our previously held equity method investment in Ashwoods to fair value. The total purchase consideration of $22 is comprised of $8 of cash paid to Curtis at closing, the $10 fair value of our previously held equity method investment in Ashwoods and $4 related to the effective settlement of a pre-existing loan payable due from Ashwoods. During March 2020, we acquired the remaining noncontrolling interests in Ashwoods held by employee shareholders. See Acquisitions sectionHydro-Québec relationship discussion below for a discussiondetails of Dana's acquisitionsthe subsequent change in our ownership interest in Ashwoods. The results of PEPS, SME and TM4.


Acquisitions

operations of Ashwoods are reported within our Off-Highway operating segment. Ashwoods had an insignificant impact on our consolidated results of operations during the first quarter of 2020.

Nordresa On August 26, 2019, we acquired a 100% ownership interest in Nordresa Motors, Inc. (Nordresa) for consideration of $12, using cash on hand. Nordresa is a prominent integration and application engineering expert for the development and commercialization of electric powertrains for commercial vehicles. The investment further enhances Dana's electrification capabilities by combining its complete portfolio of motors, inverters, chargers, gearboxes, and thermal-management products with Nordresa's proprietary battery-management system, electric powertrain controls and integration expertise to deliver complete electric powertrain systems. The results of operations of Nordresa are reported within our



Commercial Vehicle operating segment. Nordresa had an insignificant impact on our consolidated results of operations during the third quarter of 2019.

Prestolite E-Propulsion Systems (Beijing) Limited On June 6, 2019, we acquired Prestolite Electric Beijing Limited's (PEBL) 50% ownership interest in Prestolite E-Propulsion Systems (Beijing) Limited (PEPS). PEPS manufactures and distributes electric mobility solutions, including electric motors, inverters, and generators for commercial vehicles and heavy machinery. PEPS has a state-of-the-art facility in China, enabling us to expand motor and inverter manufacturing capabilities in the world's largest electric-mobility market. The acquisition of PEBL's interest in PEPS, along with our existing ownership interest in PEPS through our TM4 subsidiary, provides us with a 100% ownership interest and a controlling financial interest in PEPS. We recognized a $2 gain to other expense,income (expense), net on the required remeasurement of our previously held equity-methodequity method investment in PEPS to fair value. We paid $50 at closing using cash on hand. Reference is made to Note 2 of theour consolidated financial statements in Item 1 of Part I for the allocation of purchase consideration to assets acquired and liabilities assumed. The results of operations of PEPS will beare reported inwithin our Commercial Vehicle operating segment from the datesegment. The PEPS acquisition contributed $8 of acquisition. PEPS had an insignificant impact on our consolidated results of operations during the third quartersales and first nine months ofde minimis adjusted EBITDA in 2019. See Hydro-Québec relationship discussion abovebelow for details of the subsequent changeschange in our ownership interest in PEPS.


Oerlikon Drive Systems — On February 28, 2019, we acquired a 100% ownership interest in the Oerlikon Drive Systems (ODS) segment of the Oerlikon Group. ODS is a global manufacturer of high-precision gears, planetary hub drives for wheeled and tracked vehicles, and products, controls, and software that support vehicle electrification across the mobility industry. The business employs approximately 5,600 people and operates 11 manufacturing and engineering facilities in China, India, Italy, the United Kingdom, and the United States, with one additional facility under construction in China. We paid $626 at closing, which was primarily funded through debt proceeds. Reference is made to Note 2 of theour consolidated financial statements in Item 1 of Part I for the allocation of purchase consideration to assets acquired and liabilities assumed. The results of operations of Oerlikon Drive Systems will beODS are reported inprimarily within our Off-Highway and Commercial Vehicle operating segment from the date of acquisition.segments. The ODS acquisition added $179$630 of sales and $26$87 of adjusted EBITDA during the third quarter of 2019 and $465 of sales and $62 of adjusted EBITDA during the first nine months of 2019.


SME — On January 11, 2019, we acquired a 100% ownership interest in the S.M.E. S.p.A. (SME). SME designs, engineers, and manufactures low-voltage AC induction and synchronous reluctance motors, inverters, and controls for a wide range of off-highway electric vehicle applications, including material handling, agriculture, construction, and automated-guided vehicles. The addition of SME's low-voltage motors and inverters, which are primarily designed to meet the evolution of electrification in off-highway equipment, significantly expands Dana's electrified product portfolio. We paid $88 at closing, consisting of $62 in cash on hand and a note payable of $26 which allows for net settlement of potential contingencies as defined in the purchase agreement. The note is payable in five years and bears annual interest of 5%. Reference is made to Note 2 of the consolidated financial statements in Item 1 of Part I for the allocation of purchase consideration to assets acquired and liabilities assumed.

The SME acquisition added $4 of sales and de minimis adjusted EBITDA during the third quarter of 2019 and $16 of sales and de minimis adjusted EBITDA during the first nine months of 2019. See Hydro-Québec relationship discussion above for details of subsequent changes in our ownership interest in SME.

TM4 — On June 22, 2018, we acquired a 55% ownership interest in TM4 Inc. (TM4) from Hydro-Québec. TM4 designs and manufactures motors, power inverters and control systems for electric vehicles, offering a complementary portfolio to Dana's electric gearboxes and thermal-management technologies for batteries, motors and inverters. The transaction establishes Dana as the only supplier with full e-Drive design, engineering and manufacturing capabilities – offering electro mechanical propulsion solutions to each of our end markets. TM4's technology and advanced manufacturing facility in Boucherville, Quebec will add to our global technical centers, and their 50% interest in PEPS provides an opportunity to enhance our position in the fastest growing market for electric vehicles. Dana is consolidating TM4 as the governing documents provide Dana with a controlling financial interest. Cash on hand of $125 was used to acquire the interest in TM4. Reference is made to Note 2 of the consolidated financial statements in Item 1 of Part I for the allocation of purchase consideration to assets acquired and liabilities assumed. The results of operations of the TM4 business are reported in our Commercial Vehicle operating segment from the date of acquisition. The TM4SME acquisition contributed $11added $21 of sales and de minimis adjusted EBITDA during 2019. See Hydro-Québec relationship discussion below for details of the subsequent change in 2018.our ownership interest in SME.

Hydro-Québec Relationship

On June 22, 2018, we acquired a 55% ownership interest in TM4 from Hydro-Québec. On July 29, 2019, we broadened our relationship with Hydro-Québec, with Hydro-Québec acquiring an indirect 45% redeemable noncontrolling interest in SME and increasing its existing indirect 22.5% noncontrolling interest in PEPS to 45%. We received $65 at closing, consisting of $53 of cash and a note receivable of $12. The note is payable in five years and bears annual interest of 5%. Dana will continue to consolidate SME and PEPS as the governing documents continue to provide Dana with a controlling financial interest in these subsidiaries. See Acquisitions section above for a discussion of Dana's acquisitions of PEPS and SME. On April 14, 2020, Hydro-Québec acquired an indirect 45% redeemable noncontrolling interest Ashwoods. We received $9 in cash at closing, inclusive of $2 in proceeds on a loan from Hydro-Québec. Dana will continue to consolidate Ashwoods as the governing documents continue to provide Dana with a controlling financial interest in this subsidiary. See Acquisitions section above for a discussion of Dana's acquisition of Ashwoods.

Divestitures

Brazil Suspension Components Operations — In December 2017,

Trends in Our Markets

The global novel coronavirus disease (COVID-19) pandemic is expected to have an adverse effect on our business, results of operations, cash flows and financial condition. The global COVID-19 pandemic has negatively impacted the global economy, disrupted our operations as well as those of our customers, suppliers and the global supply chains in which we entered into an agreementparticipate, and created significant volatility and disruption of financial markets. The extent of the impact of the COVID-19 pandemic on our business and financial performance, including our ability to divestexecute our Brazil suspension components business (the disposal group). This business was non-core to our enterprise strategynear-term and under-performing financially. As such, we agreed to divestlong-term operational, strategic and capital structure initiatives, will depend on future developments, including the business for no considerationduration and contribute $10severity of additional cashthe pandemic, which are uncertain and cannot be predicted.

The company's response to the business priorglobal COVID-19 pandemic has been measured, swift and decisive with an emphasis on health and safety, cash conservation and enhancing liquidity. Our top priority is the health and safety of our employees, their families, our customers, and our communities. We have implemented protocols throughout our global footprint to closing. We classifiedensure their health and safety including, but not limited to: temporarily closing a significant number of our facilities; restricting access to and enhancing cleaning and disinfecting protocols of those facilities that continue to operate; use of personal protection equipment; adhering to social distancing guidelines; instituting remote work; and restricting travel.

In response to the disposal group as held for salerapid dissipation of customer demand, the company has taken actions to conserve cash by flexing its conversion costs across its global manufacturing, assembly and distribution facilities and aggressively reducing its cost base and eliminating discretionary spending at December 31, 2017, recognizingits technical centers and administrative offices. Cost flex activities at our operating facilities has included reduction of material orders, flexing labor costs, halting non-production spending and delaying capital spending where and when appropriate. Cost reduction activities at our technical centers and administrative offices has included 20% reduction in salaried employee wages, 20% reduction in board of director remuneration, 50% reduction in the Chief Executive Officer's compensation, elimination of cash incentive compensation, a $27 lossmoratorium on travel and entertainment expenditures and delaying capital spending and investment in research and development activities where and when appropriate. The company is also temporarily suspending the declaration and payment of dividends to adjustcommon shareholders and temporarily suspending the carrying valuerepurchase of common stock under its existing common stock share repurchase program. In addition, the company is taking advantage of various government programs and subsidies in the countries in which it operates, including certain provisions of the net assetsCoronavirus Aid, Relief and Economic Security (CARES) Act.

As of March 31, 2020, we had total liquidity of $1,325 including cash and cash equivalents (less deposits), marketable securities and availability from our Revolving Facility. Also, the company has no meaningful debt maturities before 2024. On April 16, 2020, we further enhanced our liquidity position by entering into a $500 bridge facility (the Bridge Facility). The Bridge Facility has a 364-day term and is intended to fair valueprovide access to additional liquidity should the company need it and to recognizecan be terminated at the liability for the additional cash requiredcompany's option at any time. See Note 11 to be contributed to the business prior to closing. During the first quarter of 2018, we made the required cash contribution to the disposal group.



After being unable to complete the transaction with the counterparty to the December 2017 agreement, we entered into an agreement with another third party in June 2018. The transaction with the new counterparty closed in July 2018 and we received cash proceeds of $2. We reversed $3 of the previously recognized $27 pre-tax loss, inclusive of the proceeds received in July 2018, during the second quarter of 2018. Reference is made to Note 3 of our consolidated financial statements in Item 1 of Part I for additional information. Sales of on the divested business approximated $23 in 2017 and $12 in 2018 through the date of sale.

Trends in Our Markets

Global Vehicle Production (Full Year) 
 

 
Actual
(Units in thousands)Dana 2019 Outlook
2018
2017
North America



 

 
Light Truck (Full Frame)4,360
to4,660
4,476

4,331
Light Vehicle Engines14,600
to14,900
15,332

14,828
Medium Truck (Classes 5-7)280
to290
270

246
Heavy Truck (Class 8)325
to345
320

255
Agricultural Equipment50
to60
56

54
Construction/Mining Equipment160
to170
176

157
Europe (including Eastern Europe) 
 
 

 
Light Truck10,500
to11,500
10,721

10,276
Light Vehicle Engines22,250
to22,750 23,098
 24,096
Medium/Heavy Truck505
to520
506

486
Agricultural Equipment195
to210
204

202
Construction/Mining Equipment330
to350
351

309
South America 
 
 

 
Light Truck1,300
to1,500
1,313

1,235
Light Vehicle Engines2,750
to2,850 2,797
 2,412
Medium/Heavy Truck115
to125
113

89
Agricultural Equipment30
to35
34

33
Construction/Mining Equipment8
to12
9

9
Asia-Pacific 
 
 

 
Light Truck27,800
to29,000
29,369

29,495
Light Vehicle Engines48,000
to49,000 52,293
 52,543
Medium/Heavy Truck1,800
to2,000
2,004

2,039
Agricultural Equipment620
to660
653

653
Construction/Mining Equipment470
to490
495

441

North America

Light vehicle markets — Improving economic conditions during the past few years have contributed to strong light vehicle sales and production levels in North America. Overall economic conditions in North America have been relatively favorable with improving employment levels, strong consumer confidence levels and comparatively low/stable fuel prices. Strong sales levels the past few years have significantly reduced the built-up demand to replace older vehicles. Bridge Facility.

As such, the overall North America light vehicle market began to show signs of weakening demand levels in 2017. To date, these effects have been most notable in passenger car sales which declined about 9% in 2017 and another 11% in 2018. Light vehicle sales for the first nine months of 2019 declined 2% compared to the first nine months of 2018, with passenger car sales down 9% and light truck sales up 2%. In the full frame light truck segment where many of our programs are focused, sales increased 3% in 2017 and another 3% in 2018. Full frame truck sales for the first nine months of 2019 were up 3% compared to the first nine months of 2018. Production levels have generally been reflective of light vehicle sales. Light vehicle production of 17.1 million units in 2017 was down 4% from 2016. Light vehicle production of 17.0 million units in 2018 was comparable to 2017. After being down 7% in 2017, light vehicle engine production increased 3% in 2018. Light vehicle engine production in this year's first nine months was down 3% compared with the first nine months of 2018. In the key full frame light truck segment, production levels in 2018 increased about 3% compared to 2017 following an increase of 3% in 2017 from the preceding year. Full frame light truck production in this year's first nine months was up 5% from the same period of 2018. Days' supply of total light vehicles in



the U.S. at the end of September 2019 was around 66 days, up from 61 days at the end of December 2018 and comparable with the end of September 2018. In the full frame light truck segment, inventory levels were 81 days at the end of September 2019, up from 72 days at the end of December 2018 and 79 days at the end of September 2018.

The North America light truck markets are expected to be relatively flat in 2019, with the effect of stable manufacturing and construction environments being offset by the impact of less pent-up demand, increasing demand for used vehicles and higher levels of consumer debt. We expect Dana sales to continue to benefit from our net new business backlog as additional key customer programs commence production in 2019, offsetting flat light truck demand. Our full year outlook for full frame light truck production is up slightly from July 2019. Our outlook for 2019 has full frame light truck production at 4.4 to 4.7 million vehicles, up 4% to down 3% compared to 2018. Our full year outlook for light vehicle engine is up slightly from our July 2019 outlook. Our outlook for 2019 has light vehicle engine production at 14.6 to 14.9 million units, down 3 to 5% compared to 2018, driven primarily by continued softness in the passenger car market.

Medium/heavy vehicle markets — The commercial vehicle market is similarly impacted by many of the same macroeconomic developments impacting the light vehicle market. Production levels in the heavy truck segment were scaled back in 2016 in response to there being more trucks in service than required for freight demand. Class 8 production in 2016 declined 29% from 2015 while medium duty Classes 5-7 production was relatively stable. With the improving economic conditions in 2017 and scaled down build in 2016, there was increased freight-hauling demand and a strengthening order book for new trucks. Class 8 unit production was up about 12% from 2016 while medium-duty production was about 6% higher. Strong demand continued into 2018, with Class 8 production up 25% and medium-duty truck production being up 10% compared to 2017. As expected, strong demand has continued into 2019, with nine-month 2019 Class 8 production being up 11% and medium-duty truck production remaining stable compared to the same period of 2018.

Our full year 2019 production outlook for Class 8 trucks is unchanged at 325,000 to 345,000 vehicles, up 2 to 8% from 2018. In the medium duty segment, our outlook of 280,000 to 290,000 units is up slightly from our February 2019 outlook, up 4 to 7% compared to 2018.

Markets Outside of North America

Light vehicle markets — Signs of an improved overall European economy have been evident, albeit mixed at times, during the past few years. Reflective of a modestly improved economy, light vehicle production levels have increased with light vehicle engine production being up about 3% in both 2016 and 2017, and light truck production being higher by 9 to 10% in 2016 and 2017. Overall market stability continued in 2018 as light vehicle engine production was down 4% and light truck production was up 4%. The United Kingdom's decision to withdraw from the European Union, along with political developments in other European countries, continues to cast an element of uncertainty around continued economic improvement in the region. Light vehicle engine production was down 2% and light truck production was flat compared to last year's first nine months. At present, while we continue to expect overall stable to improvingmanage through the unprecedented disruption in our markets and associated economic conditions acrossuncertainty resulting from the entire region in 2019,global COVID-19 pandemic, we have lowered our 2019 outlook for light vehicle engine production. Our current full year 2019 outlook reflects light vehicle engine production being down 2 to 4%. Our full year 2019 production outlook for light truck is unchanged, with production up 7% to down 2%. The economic climate in many South American markets the past few years has been weak, volatile and challenging. After significant production declines in 2014 and 2015, there were signs that demand levels had bottomed out in 2016. Production levels in 2017 and 2018 were reflective of an improving market, with light vehicle engine production up 14% and 16% and light truck production up 26% and 6%, respectively. Light vehicle engine and light truck production in this year's first nine months were flat compared with last year. Our light truck production outlook is unchanged from April 2019, flat to up 14% compared to last year. We have lowered our April 2019 light vehicle engine production outlook, now expecting production to be up 2% to down 2% compared to 2018. The Asia Pacific markets have been relatively strong the past few years. Light truck production increased 14% in 2016 and was up another 7% in 2017, while light vehicle engine production increased 7% in 2016 and another 4% in 2017. Production leveled off in 2018, with both light truck and light vehicle engine production being flat compared to 2017 levels. Light vehicle engine and light truck production for the first nine months of 2019 were down 7% and 5%, respectively, reflecting a potential weakening of China's economy. We have reduced our full year 2019 outlook for the Asia Pacific light vehicle markets, with light truck production now being down 1 to 5% and light engine production being down 6 to 8% from 2018.

Medium/heavy vehicle markets — Some of the same factors referenced above that affected light vehicle markets outside of North America similarly affected the medium/heavy markets. A strengthening European market the past three years contributed to medium/heavy truck production increasing 7% in 2016, 5% in 2017 and another 4% in 2018. Production during the first nine months of 2019 increased 4% over the same period of 2018. Our 2019 full year outlook anticipates continued strong production at levels relatively comparable with 2018 and is unchanged from February 2019. A weakening South America economic climate beginning in 2014 led to a significant decline in medium/heavy truck production in 2015 and 2016. As with the light


vehicle markets, improving economic conditions in the region led to medium/heavy truck production increasing 27% in 2017 and an additional 27% in 2018. Production during the first nine months of 2019 was up 12% from 2018. Wewill continue to expect economic conditions to be relatively stable to modestly improvedrespond in 2019. Our full year 2019 outlook is unchangeda measured, swift and decisive manner with medium/heavy truck production being up 2 to 11% compared to 2018. A stronger than expected China marketcontinued emphasis on health and an improving India market contributed to increases in medium/heavy truck production in the Asia Pacific regionsafety, cash conservation and maintenance of about 20% in 2016 and another 23% in 2017. Production levels in 2017 were driven partly by regulatory changes in China limiting axle load and weight. With some pre-buy having occurred during the second half of 2017 as a result of the China regulatory actions, 2018 medium/heavy truck production was down 2% from 2017. Production in the first nine months of this year were down 8% from the first nine months of 2018, reflecting anticipated production declines resulting from modal transportation shifts and technology advances putting downward pressure on medium/heavy truck demand in 2019. We have reduced our full year 2019 outlook for the Asia Pacific commercial vehicle market, with medium/heavy truck production being flat to down 10% from 2018.

Off-Highway Markets — Our off-highway business has a large presence outside of North America, with 69% of its nine-month 2019 sales coming from Europe and 18% from South America and Asia Pacific combined. We serve several segments of the diverse off-highway market, including construction, agriculture, mining and material handling. Our largest markets are the
construction/mining and agricultural equipment segments which had been relatively weak for several years until beginning to rebound in 2017. Global demand in the agriculture market was down about 11% in 2014, 7% in 2015 and 5% in 2016. The construction/mining segment weakened about 4% in 2014, 11% in 2015 and 3% in 2016. These markets began to rebound in 2017 along with general economic recovery in several global markets, and in particular the European markets where this segment has a significant presence. During 2017, global production levels in the construction/mining and agriculture segments increased by about 8% and 2%, respectively. The uplift in market demand continued in 2018 with global production levels in the construction/mining and agriculture segments increasing an additional 13% and 1%, respectively. While we experienced generally steady economic conditions during the first half of 2019, the global construction/mining and agricultural equipment markets have begun to pull back during the third quarter of 2019. Our current 2019 outlook reflects production in the construction/mining segment being down 1 to 6% and the agriculture segment being down 5% to up 2% from 2018.

liquidity position.

Foreign Currency


With 53% of our year-to-date 2019 sales coming from outside the U.S., international currency movements can have a significant effect on our sales and results of operations. The euro zone countries and Brazil accounted for 48%49% and 9% of our year-to-date 2019 non-U.S. sales, respectively, while Thailand,China and India and China each accounted for approximately 7%. Although sales in Argentina and South Africa arewere each less than 5% of our non-U.S. sales in 2019, exchange rate movements of those countries have been volatile and significantly impacted sales from time to time. International currencies strengthened against the U.S. dollar in 2017, increasing 2017 sales by $54. A stronger euro, Brazilian real, Thai baht and South African rand more than offset a weaker Argentine peso. Overall international currencies continued to strengthen against the U.S. dollar in 2018, with sales increasing by $16 principally due to a stronger euro, Thai baht and Chinese renminbi, partially offset by a weaker Brazilian real, Argentine peso and Indian rupee. Weaker international currencies for this year's first nine months as compared to exchange rates in the first nine months of 2018during 2019 decreased sales by $159,$177, with the euro, and Brazilian real and South African rand accounting for $92$103, $30 and $24$15 of the decrease, respectively. Based on our current sales and exchange rate outlook for 2019, we expect overall stability inWeaker international currencies with a modest reduction to sales. At sales levels in our current outlook for 2019, a 5% movement on the euro would impact our annualdecreased sales by approximately $112. A 5% change on$34 during the first quarter of 2020 compared to the same period last year, with the Brazilian real Thai baht, Mexican peso, Chinese renminbi, British pound and Indian rupee rates would impact our annual sales in eacheuro accounting for $13 and $13 of those countries by approximately $10 to $20.


the decrease, respectively.

During the second quarter of 2018, we determined that Argentina's economy met the GAAP definition of a highly inflationary economy. In assessing Argentina's economy as highly inflationary we considered its three-year cumulative inflation rate along with other factors. As a result, effective July 1, 2018, the U.S. dollar is the functional currency for our Argentine operations, rather than the Argentine peso. Beginning July 1, 2018, peso-denominated monetary assets and liabilities are remeasured into U.S. dollars using current Argentine peso exchange rates with resulting translation gains or losses included in results of operations. Nonmonetary assets and liabilities are remeasured into U.S. dollar using historic Argentine peso exchange rates.

27

International Markets


Trade actions initiated by the U.S. imposing tariffs on imports have been met with retaliatory tariffs by other countries, adding a level of tension and uncertainty to the global economic environment. In November 2018, the U.S., Mexico and Canada executed the U.S.-Mexico-Canada Agreement (USMCA), the successor agreement to the North American Free Trade Agreement.Agreement (NAFTA). The draft agreement submitted for ratification includes the imposition of tariffs on vehicles that do not meet



regional raw material (steel and aluminum), part and labor content requirements. The agreement was ratified by the U.S. in January 2020. These and other actions are likely to impact trade policies with other countries and the overall global economy. The United Kingdom's decision to exit the European Union ("Brexit") continues to provide some uncertainty and potential volatility around European currencies, along with uncertain effects of future trade and other cross-border activities of the United Kingdom with the European Union and other countries.

The Brazil market is an important market for our Commercial Vehicle segment, representing about 19% of this segment's nine-month 2019first quarter 2020 sales. Our medium/heavy truck sales in Brazil account for approximately 80% of our nine-month 2019first-quarter 2020 sales in the country. Reduced market demand resulting from the weak economic environment in Brazil induring 2015 ledand 2016 lead to significant production levelslevel declines in the light vehicletruck and medium/heavy duty truck markets that were lower by about 22% and 44% from 2014. Continued weakness in 2016 resulted in further reductions in medium/heavy truck production of about 20% and a light vehicle production decline of around 10%. As a consequence, sales by our operations in Brazil for 2016 approximated $200, down from about $500 in 2014.markets. In response to the challenging economic conditions in this country, we implemented restructuring and other cost reduction actions and reduced costs to the extent practicable. The Brazilian economy rebounded in 2017 and 2018, leading to increased medium/heavy truck and light truck production of more than 25% from 201640% in each of those segments. Economic improvementsegments over the two-year period. Sales by our operations in Brazil were $393 in 2019, up 1% from 2018, reflective of modestly higher medium/heavy and increasedlight truck production continuedlevels in 2018.2019. Sales by our operations in 2018Brazil were up 15%$80 in the first quarter of 2020, down 16% from 2017 asthe same period of 2019, reflective of lower medium/heavy truck production was 27% higher than 2017 and light truck production was up about 7%. Further economic improvement and increased production is expected in 2019. In this year's first nine months, medium/heavy truck production was 13% higher and light truck production was 7% higher than the same period of 2018.


levels.

As indicated above, Argentina has experienced significant inflationary pressures the past few years, contributing to significant devaluation of its currency among other economic challenges. Our Argentine operation supports our Light Vehicle operating segment. Our sales in Argentina for the first nine monthsquarter of 20192020 of approximately $67$20 are approximately 1% of our consolidated sales and our net asset exposure related to Argentina was approximately $26,$16, including $6 of net fixed assets, at September 30, 2019.March 31, 2020.


Commodity Costs


The cost of our products may be significantly impacted by changes in raw material commodity prices, the most important to us being those of various grades of steel, aluminum, copper and brass. The effects of changes in commodity prices are reflected directly in our purchases of commodities and indirectly through our purchases of products such as castings, forgings, bearings and component parts that include commodities. DuringBeginning in 2018, and the first nine months of 2019, commodity prices have been impacted by recently imposed tariffs. As suppliers payingSuppliers directly impacted by the tariffs attemptare attempting to pass through the cost of the tariffs we are likewise in discussions with our customers to absorb that cost. Aswhile suppliers not subject to the tariffs advantageare advantaging themselves by raising prices, these price increases are generally reflected in the published commodity indexes.prices. Most of our major customer agreements provide for the sharing of significant commodity price changes with those customers based on the movement in various published commodity indexes. Where such formal agreements are not present, we have historically been successful implementing price adjustments that largely compensate for the inflationary impact of material costs. Material cost changes will customarily have some impact on our financial results as customer pricing adjustments typically lag commodity price changes.


Prices for commodities such as steel and aluminum have risen over the past year, in partrose during 2019, due to strong global demand and more recently due to imposition of tariffs on these products.demand. Higher commodity prices reduced year-over-year third-quarter and nine-months earnings in 2019 by approximately $2 and $46,$30, as compared to year-over-year earnings reductions of $37$115 in 2018. Material recovery and $79other pricing actions decreased earnings in 2019 by $10, whereas pricing and recovery actions increased year-over-year earnings in 2018 by $80. Lower commodity prices increased earnings in the first quarter of 2020 by approximately $18, as compared to an earnings reduction of $25 from higher commodity prices in the same periods last year.first quarter of 2019. Material cost recovery and other pricing actions decreased year-over-year third quarter earnings in 2019the first quarter of 2020 by $14 while they increased year-over-year nine-months earnings in 2019 by $8,$27, whereas pricing and recovery actions increased year-over-year third-quarter and nine-months earnings in 2018the first quarter of 2019 by $22 and $44.$8.


Sales, Earnings and Cash Flow Outlook

 2019
Outlook
 2018 2017
Sales$8,550 - $8,850 $8,143
 $7,209
Adjusted EBITDA$1,000 - $1,070 $957
 $835
Net cash provided by operating activities~7.2% of Sales $568
 $554
Discretionary pension contribution~0.7% of Sales $
 $
Purchases of property, plant and equipment~4.9% of Sales $325
 $393
Adjusted Free Cash Flow~3.0% of Sales $243
 $161



Adjusted EBITDA

Due to the unprecedented disruption in our markets and adjusted free cash flow are non-GAAPassociated economic uncertainty resulting from the global COVID-19 pandemic, the company has withdrawn its most recent full-year financial measures. See the Non-GAAP Financial Measures discussion below for definitionsguidance disclosed in Item 7 of our non-GAAP financial measures and reconciliations to2019 Form 10-K which did not factor in the most directly comparable U.S. generally accepted accounting principles (GAAP) measures. We have not provided a reconciliation of our adjusted EBITDA outlook to the most comparable GAAP measure of net income. Providing net income 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, 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 indicativeeffects of the reconciliations that will be prepared upon completion of the periods covered by the non-GAAP guidance.


We experienced declines in total sales in 2016pandemic. In addition, due to weaker international currencies relative tocontinuing disruption and economic uncertainty, the U.S. dollar. Adjusted for currency, sales in 2016 were relatively comparable to the prior year, with new customer programs largely offsetting the impacts of overall weaker end user demand across our global businesses. We experienced uneven end user markets, with some being relatively strong and others somewhat weak, and the conditions across the regions of the world differing quite dramatically. The 24% increase in sales during 2017 was driven primarily by acquisitions and stronger market demand. Acquisitions, net of divestitures, added $500 of sales, while stronger market demand and contributions from new customer programs increased sales by $829 – an organic increase of 14%. In 2017, international currencies were relatively stable,company will not be providing a $54 benefit to sales. Sales increased an additional $934, or 13%, in 2018, reflecting continued strong market demand and the contribution of net new business backlog. Strong off-highway, commercial vehicle and light truck demand combined with net new business of about $300, drove 2018 organic growth of $861, or 12%. International currencies and acquisition and divestiture activities had a negligible impact on 2018 sales. We have lowered our sales outlook to $8,550 to $8,850, approximately $275 lower than our July 2019 outlook. We are expecting sales from our Off-Highway operating segment, inclusive of sales from the Oerlikon Drive Systems acquisition, to be lower than originally anticipated as global construction/mining and agricultural markets have softened in the back half of 2019. We also expect weaker international currencies (euro, Brazilian real, South African rand, Chinese renminbi and India rupee) to have a greater impact on our 2019 sales than originally anticipated.

Adjusted EBITDA margin as a percent of sales remained relatively constantfinancial guidance at around 11% in 2016 despite certain markets being weak and volatile. We continue to focus on margin improvement through right sizing and rationalizing our manufacturing operations, leveraging resources across the global organization, implementing other cost reduction initiatives and ensuring that customer programs are competitively priced. We achieved adjusted EBITDA margin growth in 2017 as we benefited from the operating leverage attributable to increased sales volumes, while at the same time integrating several acquisitions. Increased commodity prices adversely impacted 2018 earnings and adjusted EBITDA margin. Although we recovered a substantial share of the increased cost, with the customary lag from incurrence of the higher cost to recovery, approximately $35 was not recovered by the end of 2018. Much of the adverse earnings impact of higher commodity costs and supply chain pressures of operating at strong levels of market demand were offset with material cost savings, acquisition synergies and other cost reductions. As such, our adjusted EBITDA margin for 2018 was 11.8%, a 20 basis point improvement over 2017. At our current sales outlook for 2019, we now anticipate full year 2019 adjusted EBITDA to approximate $1,000 to $1,070. Adjusted EBITDA margin is expected to approximate 11.9%, as the benefit from higher margin net new business and synergies related to our acquisition of Oerlikon Drive Systems will be largely offset by higher commodity and other costs and increased investment to support our electrification strategy.

We have generated positive adjusted free cash flow in recent years while increasing capital spending to support organic business growth through launching new business with customers. Reduced adjusted free cash flow in 2016 was primarily attributable to our continued success in being awarded significant new customer programs. Although many of the program wins were not scheduled to begin production until 2018, certain of these programs required capital investment beginning in 2016. As such, cash used for capital investments in 2016 was $62 higher than in 2015. As planned, an elevated level of capital spending at around 5.5% of sales continued into 2017 to support new customer programs. Despite an increase in capital spending of $71 in 2017, free cash increased by $99, primarily from a stronger earnings performance which contributed to increased operating cash flows of $170. Adjusted free cash flow increased $82 in 2018, with benefits from increased operating earnings and lower required capital investment being partially offset by higher working capital requirements associated with increased sales and production levels. We expect to generate adjusted free cash flow of approximately $260, or 3% of sales for 2019. The benefit of continued growth in adjusted EBITDA in 2019 will be partially offset by higher integration costs associated with our acquisition of Oerlikon Drive Systems. We expect capital spending in 2019 to be around 4.9% of sales, slightly higher than 2018. While required capital spending to support new customer programs has begun to dissipate, we are making additional capital investment associated with the Oerlikon Drive Systems acquisition.

Among our operational and strategic initiatives are increased focus on and investment in product technology – delivering products and technology that are key to bringing solutions to issues of paramount importance to our customers. Our success on this front is measured, in part, by our sales backlog – net new business received that will be launching in the future and adding
time.


28


to our base annual sales. This backlog excludes replacement business and represents incremental sales associated with new programs for which we have received formal customer awards. At December 31, 2018, our sales backlog of net new business for the 2019 through 2021 period was $700. We expect to realize $350 of our sales backlog in 2019, with incremental sales backlog of $200 and $150 being realized in 2020 and 2021, respectively. Our three-year sales backlog at December 31, 2018 reflects continued new business wins, as the expected impact of revised market volumes and currency effects were minimal.

Summary Consolidated Results of Operations (Third(First Quarter, 20192020 versus 2018)


          
 Three Months Ended September 30,  
 2019 2018  
 Dollars % of
Net Sales
 Dollars % of
Net Sales
 Increase/
(Decrease)
Net sales$2,164
   $1,978
   $186
Cost of sales1,882
 87.0% 1,692
 85.5% 190
Gross margin282
 13.0% 286
 14.5% (4)
Selling, general and administrative expenses128
 5.9% 119
 6.0% 9
Amortization of intangibles2
   2
   
Restructuring charges, net5
   9
   (4)
Pension settlement charge(2)   

   (2)
Other expense, net(8)   (9)   1
Earnings before interest and income taxes137
   147
   (10)
Interest income3
   3
   
Interest expense31
   24
   7
Earnings before income taxes109
   126
   (17)
Income tax expense5
   31
   (26)
Equity in earnings of affiliates8
   1
   7
Net income112
   96
   16
Less: Noncontrolling interests net income3
   1
   2
Less: Redeemable noncontrolling interests net loss(2)   

   (2)
Net income attributable to the parent company$111
   $95
   $16

2019)

  

Three Months Ended March 31,

     
  

2020

  

2019

     
  

Dollars

  

% of Net Sales

  

Dollars

  

% of Net Sales

  

Increase/ (Decrease)

 

Net sales

 $1,926      $2,163      $(237)

Cost of sales

  1,720   89.3%  1,863   86.1%  (143)

Gross margin

  206   10.7%  300   13.9%  (94)

Selling, general and administrative expenses

  106   5.5%  136   6.3%  (30)

Amortization of intangibles

  3       2       1 

Restructuring charges, net

  3       9       (6)
Impairment of goodwill  (51)              (51)

Other income (expense), net

  4       (13)      17 

Earnings before interest and income taxes

  47       140       (93)

Interest income

  2       2        

Interest expense

  29       27       2 

Earnings before income taxes

  20       115       (95)

Income tax expense (benefit)

  (16)      20       (36)

Equity in earnings of affiliates

  2       6       (4)

Net income

  38       101       (63)

Less: Noncontrolling interests net income

  2       4       (2)

Less: Redeemable noncontrolling interests net loss

  (2)      (1)      (1)

Net income attributable to the parent company

 $38      $98      $(60)

Sales — The following table shows changes in our sales by geographic region.

  

Three Months Ended

                 
  

March 31,

      

Amount of Change Due To

 
  

2020

  

2019

  Increase/ (Decrease)  

Currency Effects

  Acquisitions (Divestitures)  

Organic Change

 
North America $982  $1,112  $(130) $  $30  $(160)
Europe  614   678   (64)  (17)  60   (107)
South America  105   122   (17)  (13)      (4)
Asia Pacific  225   251   (26)  (4)  26   (48)

Total

 $1,926  $2,163  $(237) $(34) $116  $(319)

29

            
 Three Months Ended
September 30,
��  Amount of Change Due To
 2019 2018 
Increase/
(Decrease)
 Currency Effects Acquisitions (Divestitures) Organic Change
North America$1,158
 $1,013
 $145
 $
 $58
 $87
Europe614
 572
 42
 (27) 90
 (21)
South America134
 140
 (6) 

 (1) (5)
Asia Pacific258
 253
 5
 2
 42
 (39)
Total$2,164
 $1,978
 $186
 $(25) $189
 $22

Sales in 20192020 were $186 higher$237 lower than in 2018.2019. Weaker international currencies decreased sales by $25,$34, principally due to a weaker Brazilian real and euro. The acquisitions of ODS and SME in thislast year's first quarter, PEPS in this year's second quarter, Nordresa in this year's third quarter and TM4 in last year's second quarter net of the divestiture of the Brazil suspension components businessand Ashwoods in lastthis year's thirdfirst quarter, generated a year-over-year increase in sales of $189.$116. The organic sales increasedecrease of $22,$319, or 1%15%, resulted from increased full frameweaker light and medium/heavy truck markets and lower global off-highway demand in January and February 2020 and the rapid dissipation in production volumes across all of our end markets in North America andMarch 2020 as a result of the global COVID-19 pandemic, partially offset by the conversion of sales backlog, which was largely offset by lower global passenger car volumes and weaker global medium/heavy truck, construction/mining and agriculture markets.backlog. Pricing actions, including material commodity price and inflationary cost recovery,adjustments, reduced sales by $14.


$27.

The North America organic sales increasedecrease of 9%14% was driven principally by strongerweaker light and medium/heavy duty truck production volumes, andpartially offset by the conversion of sales backlog, partially offset by lower medium/heavy truck production volumes. Third-quarter 2019backlog. First-quarter 2020 full frame light truck production was up 10%down 11% while production of Class 8 and Classes 5-7 trucks were down 3%36% and 8%30%, respectively.




A weaker euro was the primary driver of the decreased sales in Europe due to currency effects.

Excluding currency and acquisition effects, sales in Europe were down 4%16% compared with 2018.2019. With our significant Off-Highway presence in the region, softeningweakening construction/mining and agricultural markets were a major factor. Organic sales in this operating segment were down 3%22% compared with the thirdfirst quarter of 2018.


2019.

Excluding divestiturecurrency effects, thirdfirst quarter sales in South America decreased 4%3% compared to 2018.2019. The region overall experienced improvingrelatively stable markets, with medium/heavy truck production updown about 16%3% and light truck production updown about 1%9%. Lower Light Vehicle segment sales, primarily in Argentina, were partially offset by higher Commercial Vehicle segment sales, primarily in Brazil.


A stronger Thai baht partially offset by a weaker Chinese renminbi was the primary driver of the increased sales in Asia Pacific due to currency effects.

Excluding currency and acquisition effects, sales in Asia Pacific decreased about 15%19% as China's economy showed signswas weakening even before the onset of weakening.the COVID-19 pandemic. Light truck, light vehicle engine and medium/heavy truck production were down 1%28%, 5%32% and 10%30%, respectively from the thirdfirst quarter of 2018.


2019.

Cost of sales and gross margin — Cost of sales for the thirdfirst quarter of 2019 increased $190,2020 decreased $143, or 11%8% when compared to 2018. Similar to the factors affecting sales, the increase was primarily due to the inclusion of acquired businesses.2019. Cost of sales as a percent of sales in 20192020 was 150320 basis points higher than in the previous year. Cost of sales attributed to net acquisitions which included $3 of incremental cost assigned to inventory as part of business combination accounting, was approximately $182.$115. Excluding the effects of acquisitions, and divestitures, cost of sales as a percent of sales was 86.1%88.7%, 60260 basis points higher than in the previous year. The increased cost of sales as a percent of sales was largely attributable to higheractions to flex down our cost structure lagging the rapid dissipation of customer demand across all of our end markets as a result of the global COVID-19 pandemic, as well as our inability to reduce fixed costs including depreciation and rent expense. Partially offsetting the impact of the rapid dissipation of customer demand were lower commodity prices which increasedlowered material costs by about $2, higher depreciation expense of $4$18 and operational inefficiencies and other cost increases. Partially offsetting these higher costs were continued material cost savings of approximately $23.


$19.

Gross margin of $282$206 for 20192020 decreased $4$94 from 2018.2019. Gross margin as a percent of sales was 13.0%10.7% in 2019, 1502020, 320 basis points lower than in 2018.2019. The decline in margin as a percent of sales was driven principally by the cost of sales factors referenced above.


Selling, general and administrative expenses (SG&A) — SG&A expenses in 20192020 were $128 (5.9%$106 (5.5% of sales) as compared to $119 (6.0%$136 (6.3% of sales) in 2018.2019. SG&A attributed to net acquisitions was $17.$7. Excluding the increase associated with net acquisitions, SG&A expenses were 4080 basis points lower than the same period of 2018.2019. The year-over-year decrease of $8$37 exclusive of net acquisitions was primarily due to lower year-over-year incentive compensation as well as lower salaries, benefits, travel expenses and benefits expensesprofessional fees resulting from the voluntary retirement program and other headcountexecution of cost reduction actions takeninitiatives in response to the fourth quarter of 2018 and lower year-over-year incentive compensation.


global COVID-19 pandemic.

Amortization of intangibles — Amortization expense was $3 in 2020 and $2 in both 2019 and 2018.2019. The increase in amortization expense of $1 in 20192020 was primarily attributable to intangible assets obtained through the TM4, ODS and SME acquisitions, was offset by certain intangible assets becoming fully amortized in 2019.PEPS acquisitions. See Note 2 of our consolidated financial statements in Item 1 of Part I for additional information on recent acquisitions.


information.

Restructuring charges — Restructuring charges of $5$3 in the first quarter of 2020 and $9 in the first quarter of 2019 were comprised of severance and benefit costs primarily related to integration of recent acquisitions, and headcount reductions across our operations and exit costs related to previously announced actions. Restructuring charges

Impairment of $9 in 2018 included special charges related to an early retirement offer action and continuing exit costs associated with previously announced actions.


Pension settlement charge goodwillWeDuring the first quarter of 2020, we recorded a $2 settlement charge during 2019 related to the termination of one$51 goodwill impairment charge. See Note 3 of our Canadian defined benefit pension plans.

consolidated financial statements in Item 1 of Part I for additional information. 

Other expense,income (expense), net — The following table shows the major components of other expense,income (expense), net.

  Three Months Ended
September 30,
  2019 2018
Non-service cost components of pension and OPEB costs $(4) $(3)
Government grants and incentives 3
 3
Foreign exchange loss (1) (3)
Strategic transaction expenses (8) (6)
Other, net 2
 

Other expense, net $(8) $(9)



  

Three Months Ended

 
  

March 31,

 
  

2020

  

2019

 

Non-service cost components of pension and OPEB costs

 $(2) $(6)

Government grants and incentives

  4   3 

Foreign exchange gain (loss)

  5   (11)

Strategic transaction expenses

  (6)  (13)

Non-income tax legal judgment

  0   6 

Other, net

  3   8 

Other income (expense), net

 $4  $(13)

Foreign exchange loss in 2019 included a loss on the undesignated Swiss franc notional deal contingent forward related to the ODS acquisition. See Note 12 of our consolidated financial statements in Item 1 of Part I for additional information. Strategic transaction expenses in 2020 were primarily attributable to the acquisitions of ODS and Nordresa. Strategic transaction expenses in 2019 were primarily attributable to the acquisition of ODS. Strategic transaction expenses in 2018 relate primarily to the TM4 acquisition. See Note 2 of theour consolidated financial statements in Item 1 of Part I for additional information. During the first quarter of 2019, we won a legal judgment regarding the methodology used to calculate PIS/COFINS tax in Brazil.

30


Interest income and interest expense — Interest income was $3$2 in both 20192020 and 2018.2019. Interest expense increased from $24$27 in 20182019 to $31$29 in 2019,2020, as a result of higher average debt levels primarily due to an increase inincreased borrowings to finance the ODS acquisition in the first quarter of 2019. Average effective interest rates, inclusive of amortization of debt issuance costs, approximated 5.0%4.8% in 20192020 and 5.3%5.1% in 2018.


2019.

Income tax expense (benefit)IncomeWe reported an income tax benefit of $16 and income tax expense of $20 for the third quarter was $5 inthree months ended March 31, 2020 and 2019, respectively. Our effective tax rates were (80)% and $31 in 2018.17% for the first three months of 2020 and 2019. During the thirdfirst quarter of 2020, a pre-tax goodwill impairment charge of $51 with an associated income tax benefit of $1 was recorded. Also, during the first quarter of 2020, we recorded tax benefit of $37 related to tax actions that adjusted federal tax credits, tax expense of $2 to record additional valuation allowance in the U.S. based on reduced income projections, and tax expense of $4 to record valuation allowances in foreign jurisdictions due to reduced income projections. During the first quarter of 2019, we recognized a benefit of $22 for therelated to release of a valuation allowanceallowances in a subsidiary in Brazilthe U.S. based on recent history of profitability and increasedimproved income projections. Partially offsetting this benefit was $6 of expense related to a U.S. state law change. Excluding this item,these items, the effective tax rate would be 25%23% and 31% for the 2020 and 2019 three-month period.periods, respectively. Our effective income tax rates vary from the U.S. federal statutory rate of 21% due to establishment, release and adjustment of valuation allowances in several countries, nondeductible expenses and deemed income, local tax incentives in several countries outside the U.S., different statutory tax rates outside the U.S. and withholding taxes related to repatriations of international earnings. The effective income tax rate may vary significantly due to fluctuations in the amounts and sources, both foreign and domestic, of pretax income and changes in the amounts of non-deductible expenses.


In countries where our history of operating losses does not allow us to satisfy the “more likely than not” criterion for recognition of deferred tax assets, we have generally recognized no income tax on the pre-tax income or losses as valuation allowance adjustments offset the associated tax effects. Consequently, there is no income tax expense or benefit recognized on the pre-tax income or losses in these jurisdictions as valuation allowances are adjusted to offset the associated tax expense or benefit.


We believe it is reasonably possible that additional valuation allowances could be recorded in the next twelve months, driven by reductions in certain subsidiaries' profits from the impact of COVID-19.

EquityEquity in earnings of affiliates — Net earnings from equity investments was $8$2 in 20192020 and $6 in 2019. Equity in losses from DDAC was $1 in 2018. Equity2020 and equity in earnings from DDAC was $4 in 2019 and de minimis2019. DDAC's operations located in 2018.China's Hubei province, the center of the initial COVID-19 outbreak, where shut down the entire month of February 2020. Production was permitted to resume in March 2020. Equity in earnings from BSFB was $4$3 in 20192020 and $2 in 2018.


Summary Consolidated2019.

Segment Results of Operations (Year-to-Date, 2019(2020 versus 2018)


 Nine Months Ended September 30,  
 2019 2018  
 Dollars % of
Net Sales
 Dollars % of
Net Sales
 Increase/
(Decrease)
Net sales$6,633
   $6,170
   $463
Cost of sales5,725
 86.3% 5,269
 85.4% 456
Gross margin908
 13.7% 901
 14.6% 7
Selling, general and administrative expenses404
 6.1% 383
 6.2% 21
Amortization of intangibles8
   6
   2
Restructuring charges, net23
   17
   6
Impairment of indefinite-lived intangible asset

   (20)   20
Adjustment in fair value of disposal group held for sale

   3
   (3)
Pension settlement charge(260)   

   (260)
Other expense, net(31)   (19)   (12)
Earnings before interest and income taxes182
   459
   (277)
Interest income8
   8
   
Interest expense92
   71
   21
Earnings before income taxes98
   396
   (298)
Income tax expense (benefit)(27)   75
   (102)
Equity in earnings of affiliates22
   13
   9
Net income147
   334
   (187)
Less: Noncontrolling interests net income9
   6
   3
Less: Redeemable noncontrolling interests net income (loss)(3)   1
   (4)
Net income attributable to the parent company$141
   $327
   $(186)



Sales — The following table shows changes in our2019)

Light Vehicle

  

Three Months

 
  

Sales

  

Segment EBITDA

  

Segment EBITDA Margin

 

2019

 $906  $102   11.3%
Volume and mix  (77)  (19)    
Performance  (16)  1     
Currency effects  (5)  (1)    

2020

 $808  $83   10.3%

Light Vehicle sales by geographic region.

 Nine Months Ended
September 30,
   Amount of Change Due To
 2019 2018 Increase/
(Decrease)
 Currency Effects 
Acquisitions
(Divestitures)
 Organic Change
North America$3,444
 $3,097
 $347
 $(3) $154
 $196
Europe2,005
 1,890
 115
 (115) 228
 2
South America396
 418
 (22) (24) (13) 15
Asia Pacific788
 765
 23
 (17) 115
 (75)
Total$6,633
 $6,170
 $463
 $(159) $484
 $138

Sales in 2019 were $463 higher than in 2018. Weaker international currencies decreased sales by $159, principally due to a weaker euro, Brazilian real, South African rand, Chinese renminbi and Indian rupee. The acquisitions of ODS and SME in this year's first quarter, PEPS in this year's second quarter, Nordresa in this year's third quarter and TM4 in last year's second quarter, net of the divestiture of the Brazil suspension components business in last year's third quarter, generated a year-over-year increase in sales of $484. The organic sales increase of $138, or 2%, resulted from stronger global medium/heavy truck markets and increased full frame truck production in North America. Pricing actions, including material commodity price and inflationary cost recovery, added sales of $8.

The North America organic sales increase of 6% was driven principally by stronger light truck and medium/heavy truck production volumes and the conversion of sales backlog. Full frame light truck production during the first nine months of 2019 was up 5% while production of Class 8 trucks was up 11% and production of Classes 5-7 was flat compared to 2018. In addition, realization of light truck sales backlog help to offset the year-over-year nine months sales volume-related decline attributable to one of our largest light vehicle customer programs for which production continued on the outgoing model, concurrent with production of the new model vehicle, during last year's first quarter.

A weaker euro was the primary driver of the decreased sales in Europe due to currency effects. Excluding currency and acquisition effects, sales in Europe were flat compared to 2018. Increased market demand in the first six months of 2019 in our Off-Highway segment were largely offset by weakening demand in the third quarter of 2019.

A weaker Brazilian real reduced South America sales in this year's first nine months. The region overall experienced stable to improving markets, with medium/heavy truck production up about 12% and light truck production flat relative to the first nine months2020, exclusive of 2018.

A weaker Chinese renminbi and Indian rupeecurrency effects, were the primary drivers of the decreased sales in Asia Pacific due to currency effects. Excluding currency and acquisition effects, sales decreased about 10% as China's economy showed signs of weakening. Light truck, light vehicle engine and medium/heavy truck production were down 5%, 7% and 8% respectively, from the first nine months of 2018.

Cost of sales and gross margin — Cost of sales for the first nine months of 2019 increased $456, or 9% when compared to 2018. Similar to the factors affecting sales, the increase was primarily due to the inclusion of acquired businesses. Cost of sales as a percent of sales in 2019 was 90 basis points higher than in the previous year. Cost of sales attributed to net acquisitions, which included $12 of incremental cost assigned to inventory as part of business combination accounting, was approximately $439. Excluding the effects of acquisitions and divestitures, cost of sales as a percent of sales was 86.0%, 60 basis points higher than in the previous year. The increased cost of sales as a percent of sales was largely attributable to higher commodity prices which increased material costs by about $46, an increase in engineering and development cost of $9, higher depreciation expense of $16 and operational inefficiencies and other cost increases. Partially offsetting these higher costs were continued material cost savings of approximately $62 and lower start-up and launch costs.

Gross margin of $908 for 2019 increased $7 from 2018. Gross margin as a percent of sales was 13.7% in 2019, 90 basis points lower than in 2018. The decline in margin as a percent of sales was driven principally by the cost of sales factors referenced above.

Selling, general and administrative expenses (SG&A) — SG&A expenses in 2019 were $404 (6.1% of sales) as compared to $383 (6.2% of sales) in 2018. SG&A attributed to net acquisitions was $44. Excluding the increase associated with net acquisitions, SG&A expenses were 30 basis points lower than the same period of 2018.2019. The year-over-year decrease of $23 exclusive of net acquisitions was primarily due to lower salaries and benefits expensesrapid dissipation in customer demand resulting from the voluntary retirement


program and other headcount reduction actions taken in the fourth quarter of 2018 and lower year-over-year incentive compensation.

Amortization of intangibles — The increase of $2 in amortization expense in 2019global COVID-19 pandemic was attributable to intangible assets obtained through the TM4, ODS and SME acquisitions, partially offset by certain intangible assets becoming fully amortized. See Note 2 for additional information on recent acquisitions.

Restructuring charges — Restructuring chargesconversion of $23 in 2019 were comprised of severance and benefit costs primarily related to integration of recent acquisitions, and headcount reductions across our operations and costs related to previously announced actions. Restructuring charges of $17 in 2018, included an early retirement offer action in the third quarter, headcount reductions in our Commercial Vehicle operations and Corporate service functions in Brazil, integration of recent acquisitions and we continued to execute our previously announced actions.

Impairment of indefinite-lived intangible asset — During the second quarter of 2018, we wrote off the in-process research and
development intangible asset recognized as part of a 2012 acquisition. Reference is made to the Management Overview & Initiatives section in Item 2 of Part I and Note 4 of the consolidated financial statements in Item 1 of Part I for additional information.

Adjustment in fair value of disposal group held for sale — See Note 3 of the consolidated financial statements in Item 1 of Part I for a discussion of the divestiture of our Brazil suspension components business.

Pension settlement charge — See Note 12 of the consolidated financial statements in Item 1 of Part I for a discussion of the termination of one of our U.S. defined benefit pension plans.

Other expense, net — The following table shows the major components of other expense, net.
 Nine Months Ended
September 30,
 2019 2018
Non-service cost components of pension and OPEB costs$(19) $(10)
Government grants and incentives11
 8
Foreign exchange loss(11) (7)
Strategic transaction expenses, net of transaction breakup fee income(32) (13)
Non-income tax legal judgment6
  
Other, net14
 3
Other expense, net$(31) $(19)

Foreign exchange loss in 2019 included a loss on the undesignated Swiss franc notional deal contingent forward related to the ODS acquisition. See Note 15 of the consolidated financial statements in Item 1 of Part I for additional information. Strategic transaction expenses in 2019 were primarily attributable to the acquisition of ODS. Strategic transaction expenses in 2018 were partially offset by a $40 transaction breakup fee associated with the GKN plc. transaction. See Note 2 of the consolidated financial statements in Item 1 of Part I for additional information. During the first quarter of 2019, we won a legal judgment regarding the methodology used to calculate PIS/COFINS tax in Brazil.

Interest income and interest expense — Interest income was $8 in both 2019 and 2018. Interest expense increased from $71 in 2018 to $92 in 2019, primarily due to an increase in borrowings to finance the ODS acquisition in the first quarter of 2019. Average effective interest rates, inclusive of amortization of debt issuance costs, approximated 5.1% in 2019 and 5.2% in 2018.

Income tax expense — Income tax for the first nine months was $27 of benefit in 2019 and $75 of expense in 2018. During the third quarter of 2019, we recognized a benefit of $22 for the release of a valuation allowance in a subsidiary in Brazil based on recent history of profitability and increased income projections. During the second quarter of 2019, a pre-tax pension settlement charge of $258 with an associated income tax benefit of $9 was recorded. We also recorded tax benefits of $48 related to tax actions that adjusted federal tax credits and $30 related to the development of a tax planning strategy which reduced valuation allowances on existing federal tax credits in the second quarter. During the first quarter of 2019, we recognized a benefit of $22 related to the reduction of valuation allowances in the U.S. based on increased income projections. Partially offsetting this benefit in the first quarter of 2019 was $6 of expense related to a U.S. state law change. Excluding these items, the effective tax rate would be 28% for the 2019 nine-month period. Our effective income tax rates vary from the U.S. federal statutory rate of 21% due to establishment, release and adjustment of valuation allowances in several countries, nondeductible expenses and


deemed income, local tax incentives in several countries outside the U.S., different statutory tax rates outside the U.S. and withholding taxes related to repatriations of international earnings. The effective income tax rate may vary significantly due to fluctuations in the amounts and sources, both foreign and domestic, of pretax income and changes in the amounts of non-deductible expenses.

In countries where our history of operating losses does not allow us to satisfy the “more likely than not” criterion for recognition of deferred tax assets, we have generally recognized no income tax on the pre-tax income or losses as valuation allowance adjustments offset the associated tax effects. Consequently, there is no income tax expense or benefit recognized on the pre-tax income or losses in these jurisdictions as valuation allowances are adjusted to offset the associated tax expense or benefit.

Equity in earnings of affiliates — Net earnings from equity investments was $22 in 2019 and $13 in 2018. Equity in earnings from DDAC was $14 in 2019 and $6 in 2018. Equity in earnings from BSFB was $8 in 2019 and $6 in 2018.

Segment Results of Operations (2019 versus 2018)

Light Vehicle
  Three Months Nine Months
  Sales Segment
EBITDA
 Segment
EBITDA
Margin
 Sales Segment
EBITDA
 Segment
EBITDA
Margin
2018 $879
 $102
 11.6% $2,702
 $297
 11.0%
    Volume and mix 57
 18
   85
 21
  
    Acquisition 1
 
   1
 
  
    Performance (7) (7)   (2) 18
  
    Currency effects 
 
   (23) (3)  
2019 $930
 $113
 12.2% $2,763
 $333
 12.1%

Light Vehicle sales in the third quarter and first nine months of 2019, exclusive of acquisition and currency effects, were 6% and 3% higher than the same periods of 2018. Improvedbacklog. Year-over-year North AmericanAmerica full frame light truck production of 10% in this year's third quarter and 5% in the first nine months more than offset lower full framedecreased 11% while light truck production in Europe, South America and Asia Pacific. In addition, conversion of sales backlog help to offset the year-over-year sales volume-related decline attributable to one of our largest customer programs for which production continued on the outgoing model, concurrent with production of the new model vehicle, during last year's first quarter.Pacific declined 17%, 9% and 28%, respectively. Net customer pricing and cost recovery actions resulted in afurther decreased year-over-year decrease of $11 in the third quarter and $5 in the first nine months.

first-quarter sales by $16.

Light Vehicle segment EBITDA in this year's thirdfirst quarter increaseddecreased by $11$19 when compared to the same period of 2018, with segment EBITDA for the first nine months higher by $36. Higher2019. Lower sales volumes provide a year-over-year third-quarter benefitheadwind of $18$19 and nine-month benefitaccounted for a 130 basis point deterioration in segment EBITDA margin, as actions to flex down our cost structure lagged the rapid dissipation of $21.customer demand resulting from the global COVID-19 pandemic. The year-over-year performance-related earnings decreaseincrease in the thirdfirst quarter was driven by commodity cost decreases of $12, material cost savings of $7, lower warranty expense of $3 and lower incentive compensation of $3. Partially offsetting these performance-related earnings increases were lower net pricing and material cost recovery of $11$16 and operational inefficiencies of $8.

Commercial Vehicle

  

Three Months

 
  

Sales

  

Segment EBITDA

  

Segment EBITDA Margin

 

2019

 $431  $41   9.5%
Volume and mix  (83)  (21)    
Acquisition / Divestiture  3   (4)    
Performance  (5)  6     
Currency effects  (13)  (1)    

2020

 $333  $21   6.3%

Excluding currency effects and otherthe impact of acquisitions, Commercial Vehicle sales in the first quarter of 2020 decreased 20% compared to last year. Declining market conditions coming out of 2019 deteriorated further with the rapid dissipation in customer demand resulting from the global COVID-19 pandemic. Year-over-year North America Class 8 production was down 36% and Classes 5-7 production was down 30%. Similarly, medium/heavy truck production in Europe, South America and Asia Pacific were down 30%, 3% and 30%, respectively. Net customer pricing and cost increasesrecovery actions further decreased year-over-year first-quarter sales by $5.

Commercial Vehicle segment EBITDA in this year's first quarter decreased by $20 when compared to same period of $14. Material cost savings of $9, commodity cost decreases of $4, lower warranty expense of $3, lower engineering spending of $1 and lower new program start-up and launch-related costs of $12019. Lower sales volumes provided a partial offset.year-over-year headwind of $21 and accounted for a 380 basis point deterioration in segment EBITDA margin, as actions to flex down our cost structure lagged the rapid dissipation of customer demand resulting from the global COVID-19 pandemic. The nine-monthyear-over-year performance-related earnings improvementincrease in the first quarter was driven by material cost savings of $26,$5, lower new program start-uppremium freight of $3, lower incentive compensation of $3 and launch-related costs of $10 and operational efficiencies and othercommodity cost decreases of $5. Commodity cost$3. Partially offsetting these performance-related earnings increases of $12, increased engineering spend of $6 andwere lower net pricing and material cost recovery of $5 reduced performance in the first nine months of 2019.




Commercial Vehicle
  Three Months Nine Months
  Sales Segment
EBITDA
 Segment
EBITDA
Margin
 Sales Segment
EBITDA
 Segment
EBITDA
Margin
2018 $406
 $39
 9.6% $1,217
 $114
 9.4%
    Volume and mix (10) 
   55
 12
  
    Acquisition / Divestiture 4
 (1)   11
 (2)  
    Performance 2
 (4)   20
 (4)  
    Currency effects (4) (1)   (37) (5)  
2019 $398
 $33
 8.3% $1,266
 $115
 9.1%

Excluding currency effects and the net impact of acquisitions and divestitures, Commercial Vehicle sales in the third quarter and first nine months of 2019 decreased 2% and increased 6% compared to last year. The volume-related increase in this year's first nine months was primarily attributable to higher production levels in North America during the first half of 2019 where Class 8 production was up 20% and Classes 5-7 production was up 4%. During the third quarter of 2019, North American production volumes have declined, with Class 8 production down 3% and Classes 5-7 down 8%. Similarly the impact of higher 2019 first-half production volumes in Europe and Asia Pacific have been largely offset by declining production volumes in both regions during the third quarter of 2019. With the improving economy in Brazil, our sale volume in 2019 benefited from year-over-year higher production levels in that country of around 16% for the third quarter and 13% for the first nine months. Net customer pricing and cost recovery actions decreased year-over-year third-quarter sales by $1 and increased year-over-year nine-month sales by $8.

Commercial Vehicle segment EBITDA in this year's third quarter was $6 lower than the same period last year, while nine-month earnings increased by $1. Lower sales volumes had a de minimis impact on third-quarter 2019 earnings while higher nine-month sales volumes increased 2019 earnings by $12. The $4 performance-related earnings decrease in this year's third quarter resulted from higher commodity costs of $3, increased engineering spend of $1, operational inefficiencies and other cost increases of $5 and lower net pricing and material cost recovery of $1, were partially offset by material cost savings of $6. Performance for the first nine months of 2019 was down $4 from the prior year. Higher commodity costs of $20, increased engineering spend of $6 and operational inefficiencies and other cost increases of $4, were partially offset by material cost savings of $14, higher net pricing and material cost recovery of $8 and net foreign currency transaction gains of $4.

Off-Highway
$3.

31

  Three Months Nine Months
  Sales Segment
EBITDA
 Segment
EBITDA
Margin
 Sales Segment
EBITDA
 Segment
EBITDA
Margin
2018 $425
 $69
 16.2% $1,402
 $220
 15.7%
    Volume and mix (12) (5)   2
 (4)  
    Acquisitions 184
 26
   472
 63
  
    Performance 
 (9)   4
 (7)  
    Currency effects (15) (2)   (72) (8)  
2019 $582
 $79
 13.6% $1,808
 $264
 14.6%

Off-Highway

  

Three Months

 
  

Sales

  

Segment EBITDA

  

Segment EBITDA Margin

 

2019

 $552  $82   14.9%
Volume and mix  (116)  (26)    
Acquisitions  113   14     
Performance  (5)  4     
Currency effects  (12)  (2)    

2020

 $532  $72   13.5%

Excluding currency effects, primarily due to a weaker euro, and the impact of the ODS and SME acquisitions,acquisition, Off-Highway segment third-quarter 2019first-quarter 2020 sales decreased 3% while nine-month 2019 sales were flat compared to last year. The22%. Already declining global construction/mining and agricultural equipment markets were relatively stable during the first halfcoming out of 2019 but have begun to pull back duringdeteriorated further with the third quarter.


rapid dissipation of customer demand resulting from the global COVID-19 pandemic. Net customer pricing and cost reduction actions further decreased year-over-year first quarter sales by $5.

Off-Highway segment EBITDA increased by $10 in this year's third quarter and $44 in this year's first nine monthsquarter decreased by $10 when compared withto the same periodsperiod of 2018. Marginally higher market2019. Lower sales volumes provided a year-over-year headwind of $26 and accounted for a 210 basis point deterioration in segment EBITDA margin, as actions to flex down our cost structure lagged the rapid dissipation of customer demand throughresulting from the global COVID-19 pandemic. The year-over-year performance-related earnings increase in the first six monthsquarter was driven by material cost savings of 2019 was largely offset by$5, commodity cost decreases of $3, lower market demand in the third quarter. Theincentive compensation of $1 and lower warranty expense of $1. Partially offsetting these performance-related deterioration in third quarter 2019 earnings was due primarily to higher commodity costs of $2,increases were lower net pricing and material cost recovery of $1$5 and operational inefficiencies and other cost increases of $12, partially offset by material cost savings of $6. For this year's first nine months, year-over-year segment earnings was impacted by higher commodity costs of $6 and operational inefficiencies and other cost increases of $24, partially offset by material cost savings of $17 and net pricing and material cost recovery of $6.




$1.

Power Technologies

  Three Months Nine Months
  Sales Segment
EBITDA
 Segment
EBITDA
Margin
 Sales Segment
EBITDA
 Segment
EBITDA
Margin
2018 $268
 $33
 12.3% $849
 $117
 13.8%
    Volume and mix (7) (2)   (24) (7)  
    Performance (1) (2)   (2) (17)  
    Currency effects (6) (1)   (27) (3)  
2019 $254
 $28
 11.0% $796
 $90
 11.3%

  

Three Months

 
  

Sales

  

Segment EBITDA

  

Segment EBITDA Margin

 

2019

 $274  $34   12.4%
Volume and mix  (16)  (5)    
Performance  (1)  1     
Currency effects  (4)        

2020

 $253  $30   11.9%

Power Technologies primarily serves the light vehicle market but also sells product to the medium/heavy truck and off-highway markets. Net of currency effects, sales for the thirdfirst quarter and first nine months of 20192020 were both 3%6% lower than the same periodsperiod of 2018,2019, primarily due to program roll offs and lower market demand.demand resulting from the global COVID-19 pandemic. Light vehicle engine production declined in North America, Europe and Chinaeach region compared to last year's third quarter and first nine months.


quarter.

Power Technologies segment EBITDA in this year's thirdfirst quarter was lowerdecreased by $5$4 when compared to the same period of 2018, while comparative nine-month2019. Lower sales volumes provided a year-over-year headwind of $5 and accounted for a 120 basis point deterioration in segment EBITDA margin, as actions to flex down our cost structure lagged the dissipation of customer demand resulting from the global COVID-19 pandemic. The year-over-year performance-related earnings were lowerincrease in the first quarter was driven by $27. The performance deteriorationmaterial cost savings of $2 in the third quarterand lower incentive compensation of 2019 resulted from higher commodity costs of $1 and$1. Partially offsetting these performance-related earnings increases were lower net pricing and material cost recovery of $1. The performance deterioration of $17 in the first nine months of 2019 resulted from higher commodity costs of $8,$1 and operational inefficiencies and other cost increases of $8 and lower net pricing and material cost recovery of $1.


Non-GAAP Financial Measures


Adjusted EBITDA


We have defined adjusted EBITDA as net income (loss) before interest, taxes, depreciation, amortization, equity grant expense, restructuring expense, non-service cost components of pension and other postretirement benefits (OPEB) costs and other adjustments not related to our core operations (gain/loss on debt extinguishment, pension settlements, divestitures, impairment, etc.). 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 before income taxes, net income or other results reported in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.


32



The following table provides a reconciliation of net income to adjusted EBITDA.

 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 2019 2018 2019 2018
Net income$112
 $96
 $147
 $334
Equity in earnings of affiliates8
 1
 22
 13
Income tax expense (benefit)5
 31
 (27) 75
Earnings before income taxes109
 126
 98
 396
    Depreciation and amortization86
 66
 247
 195
    Restructuring5
 9
 23
 17
    Interest expense, net28
 21
 84
 63
    Pension settlement charge2
   260
  
    Acquisition related inventory adjustments3
   12
  
    Impairment of indefinite-lived intangible asset  
   20
    Other*17
 18
 69
 43
Adjusted EBITDA$250
 $240
 $793
 $734

  

Three Months Ended

 
  

March 31,

 
  

2020

  

2019

 

Net income

 $38  $101 

Equity in earnings of affiliates

  2   6 

Income tax expense (benefit)

  (16)  20 

Earnings before income taxes

  20   115 
Depreciation and amortization  89   77 
Restructuring charges, net  3   9 
Impairment of goodwill  51     
Interest expense, net  27   25 
Other*  15   31 

Adjusted EBITDA

 $205  $257 
*

Other includes non-service cost components of pension and OPEB costs, stock compensation expense, strategic transaction expenses net of transaction breakup fees and other items. See Note 2118 to our consolidated financial statements in Item 1 of Part I for additional details.


Free Cash Flow and Adjusted Free Cash Flow


We have defined free cash flow as cash provided by (used in) operating activities less purchases of property, plant and equipment. We have defined adjusted free cash flow as cash provided by (used in) operating activities excluding discretionary pension contributions less purchases of property, plant and equipment. We believe these measures are useful to investors in evaluating the operational cash flow of the company inclusive of the spending required to maintain the operations. Free cash flow and adjusted free cash flow are not intended to represent nor be an alternative to the measure of net cash provided by (used in) operating activities reported underin accordance with GAAP. Free cash flow and adjusted free cash flow may not be comparable to similarly titled measures reported by other companies.


The following table reconciles net cash flows provided by (used in) operating activities to adjusted free cash flow.

  

Three Months Ended

 
  

March 31,

 
  

2020

  

2019

 

Net cash used in operating activities

 $(51) $(16)

Purchases of property, plant and equipment

  (63)  (98)

Free cash flow

  (114)  (114)

Discretionary pension contribution

      

Adjusted free cash flow

 $(114) $(114)

 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 2019 2018 2019 2018
Net cash provided by operating activities$231
 $124
 $288
 $237
Purchases of property, plant and equipment(108) (90) (298) (235)
Free cash flow123
 34
 (10) 2
Discretionary pension contribution2
 
 64
 
Adjusted free cash flow$125
 $34
 $54
 $2

Liquidity


The following table provides a reconciliation of cash and cash equivalents to liquidity, a non-GAAP measure, at September 30, 2019:


Cash and cash equivalents$402
Less: Deposits supporting obligations(5)
Available cash397
Additional cash availability from Revolving Facility879
Marketable securities20
Total liquidity$1,296

March 31, 2020:

Cash and cash equivalents

 $628 
Less: Deposits supporting obligations  (5)

Available cash

  623 
Additional cash availability from Revolving Facility  679 

Marketable securities

  23 

Total liquidity

 $1,325 

Cash deposits are maintained to provide credit enhancement for certain agreements and are reported as part of cash and cash equivalents. For most of these deposits, the cash may be withdrawn if a comparable security is provided in the form of letters of credit. Accordingly, these deposits are not considered to be restricted.




Marketable securities are included as a component of liquidity as these investments can be readily liquidated at our discretion. We had $679 of availability at March 31, 2020 under the Revolving Facility after deducting $300 of outstanding borrowings and $21 of outstanding letters of credit.

33


The components of our September 30, 2019March 31, 2020 consolidated cash balance were as follows:

 U.S. Non-U.S. Total
Cash and cash equivalents$69
 $227
 $296
Cash and cash equivalents held as deposits

 5
 5
Cash and cash equivalents held at less than wholly-owned subsidiaries2
 99
 101
Consolidated cash balance$71
 $331
 $402

  

U.S.

  

Non-U.S.

  

Total

 
Cash and cash equivalents $326  $190  $516 
Cash and cash equivalents held as deposits      5   5 
Cash and cash equivalents held at less than wholly-owned subsidiaries  4   103   107 

Consolidated cash balance

 $330  $298  $628 

A portion of the non-U.S. cash and cash equivalents is utilized for working capital and other operating purposes. Several countries have local regulatory requirements that restrict the ability of our operations to repatriate this cash. Beyond these restrictions, there are practical limitations on repatriation of cash from certain subsidiaries because of the resulting tax withholdings and subsidiary by-law restrictions which could limit our ability to access cash and other assets.


The principal sources of liquidity available for our future cash requirements are expected to be (i) cash flows from operations, (ii) cash and cash equivalents on hand and (iii) borrowings from our Revolving Facility. We believe that our overall liquidity and operating cash flow will be sufficient to meet our anticipated cash requirements for capital expenditures, working capital, debt obligations, common stock repurchases and other commitments during the next twelve months. While uncertainty surrounding the current economic environment could adversely impact our business, based on our current financial position, we believe it is unlikely that any such effects would preclude us from maintaining sufficient liquidity.

On February 28, 2019, we entered into an amended credit and guaranty agreement comprised of a $500 term facility (the Term A Facility), a $450 term facility (the Term B Facility and, together with the Term A Facility, the Term Facilities) and a $750 revolving credit facility (the Revolving Facility). The Term A Facility and the Revolving Facility were expansions of our existing facilities. On February 28, 2019, we drew the $225 available under the Term A Facility and the $450 available under the Term B Facility. The proceeds from the term facilities were used to acquire the Oerlikon Drive Systems segment of the Oerlikon Group and pay for related integration activities. We were required to make equal quarterly installments on the Term A Facility on the last day of each fiscal quarter of $8 beginning

At March 31, 2019 and 0.25% of the aggregate principal advances of the Term B Facility quarterly commencing on June 30, 2019. On August 30, 2019, we amended our credit and guaranty agreement, increasing the Revolving Facility to $1,000 and extending the maturities and reducing the interest rates of both the Revolving Facility and the Term A Facility. On August 30, we borrowed $100 on the Revolving Facility and paid down a similar amount of the Term B Facility. Outstanding borrowings on the Revolving Facility are included in short-term debt. We are now required to make quarterly installments on the Term A Facility on the last day of each fiscal quarter of $7 beginning on September 30, 2020, and are no longer required to make quarterly installments on the Term B Facility. The Revolving Facility and the Term A Facility mature on August 17, 2024. The Term B Facility matures on February 28, 2026.


On August 26, 2019, we acquired a 100% ownership interest in Nordresa for consideration of $12. On June 6, 2019, we acquired PEBL's 50% ownership interest in PEPS paying $50 at closing. On February 28, 2019, we acquired ODS paying $626 at closing. On January 11, 2019, we acquired a 100% ownership interest in SME. We paid $88 at closing, consisting of $62 in cash on hand and a note payable of $26. The note is payable in five years and bears annual interest at 5%.

On June 22, 2018, we acquired a 55% ownership interest in TM4 from Hydro-Québec. On July 29, 2019, we broadened our relationship with Hydro-Québec, with Hydro-Québec acquiring an indirect 45% redeemable noncontrolling interest in SME and increasing its existing indirect 22.5% noncontrolling interest in PEPS to 45%. We received $65 at closing, consisting of $53 of cash and a note receivable of $12. The note is payable in five years and bears annual interest of 5%.

During the second quarter of 2019, we terminated one of our U.S. defined benefit pension plans. We contributed $62 to the plan prior to the plan's purchase of group annuity contracts from two insurance carriers. The purchase of the group annuity contracts irrevocably transferred the plans future pension benefit obligations to the insurance carriers.

At September 30, 2019, we had $100 of borrowings outstanding under the Revolving Facility and we had utilized $21 for letters of credit. We had availability at September 30, 2019 under the Revolving Facility of $879 after deducting outstanding borrowings and letters of credit.



At September 30, 2019, we were in compliance with the covenants of our financing agreements. Under the Term Facilities, the Revolving Facility and our senior notes, we are required to comply with certain incurrence-based covenants customary for facilities of these types. The incurrence-based covenants in the Term Facilities and the Revolving Facility permit us to, among other things, (i) issue foreign subsidiary indebtedness, (ii) incur general secured indebtedness subject to a pro forma first lien net leverage ratio not to exceed 1.50:1.00 in the case of first lien debt and a pro forma secured net leverage ratio of 2.50:1.00 in the case of other secured debt and (iii) incur additional unsecured debt subject to a pro forma total net leverage ratio not to exceed 3.50:1.00, tested onat the last daytime of each fiscal quarter.incurrence. We may also make dividend payments in respect of our common stock as well as certain investments and acquisitions subject to a pro forma total net leverage ratio of 2.75:1.00. In addition, the Term A Facility and the Revolving Facility are subject to a financial covenant requiring us to maintain a first lien net leverage ratio not to exceed 2.00:1.00. The indentures governing the senior notes include other incurrence-based covenants that may subject us to additional specified limitations.

Our Board

In response to the COVID-19 pandemic we have taken controlled and measured actions to preserve liquidity including but not limited to flexing our cost structure, reducing capital spending and investments in research and development activities where and when appropriate, taking advantage of Directors approved an expansionvarious government programs and subsidies including certain provisions of the Coronavirus Aid, Relief and Economic Security (CARES) Act, temporarily suspending the declaration and payment of dividends to common shareholders and temporarily suspending the repurchase of common stock under our existing common stock share repurchase program from $100program. In addition, on April 16, 2020, we entered into a $500 bridge facility (the Bridge Facility) and amended our credit and guaranty agreement. The Bridge Facility matures on April 15, 2021. Under the Bridge Facility we are required to $200comply with certain incurrence-based covenants customary for facilities of this type and a maintenance covenant requiring us to maintain a first lien net leverage ratio not to exceed 2.50 to 1.00 for the quarter ending June 30, 2020, 3.00 to 1.00 for the quarter ending September 30, 2020 and 4.00 to 1.00 thereafter. In addition, on March 24, 2018. The share repurchase program expires onApril 16, 2020, we amended certain provisions of our credit and guaranty agreement including increasing the first lien net leverage ratio to a maximum of 4.00 to 1.00 for the quarter ending December 31, 2019.2020 and then, starting with the quarter ending December 31, 2021, decrease the ratio quarterly until it returns to its prior level of 2.00 to 1.00 for and after the quarter ending September 30, 2022, unless Dana in its sole discretion elects to return the first lien net leverage ratio to its prior level earlier than such date. We planalso amended certain restrictive covenants to repurchase shares utilizingprovide additional limitations that are consistent with the Bridge Facility until such time as the earlier of (x) December 31, 2021 and (y) any date that we elect after the expiration of the Bridge Facility. See Note 11 to our consolidated financial statements in Item 1 of Part I for further information on the Bridge Facility and the amendments to our credit and guaranty agreement.

The principal sources of liquidity available excessfor our future cash either in the open market or through privately negotiated transactions. The stock repurchasesrequirements are subjectexpected to prevailing market conditions, available growth opportunitiesbe (i) cash flows from operations, (ii) cash and cash equivalents on hand, (iii) borrowings from our Revolving Facility and (iv) borrowings from our Bridge Facility. We believe that our overall liquidity and operating cash flow will be sufficient to meet our anticipated cash requirements for capital expenditures, working capital, debt obligations and other considerations. Duringcommitments during the first nine months of 2019,next twelve months. While uncertainty surrounding the current economic environment could adversely impact our business, based on our current financial position, we paid $25 to acquire 1,432,275 shares of common stock in the open market.


From time to time, depending upon market, pricing and other conditions, as well as our cash balances and liquidity, we may seek to acquire our senior notes or other indebtedness or our common stock through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as we may determine (or as may be provided for in the indentures governing the notes), for cash, securities or other consideration. There can be no assurancebelieve it is unlikely that we will pursue any such transactions in the future, as the pursuit of any alternative will depend upon numerous factors such as market conditions, our financial performance and the limitations applicable to such transactions under our financing and governance documents.effects would preclude us from maintaining sufficient liquidity.


Cash Flow

 Nine Months Ended
September 30,
 2019 2018
Cash used for changes in working capital$(197) $(269)
Other cash provided by operations485
 506
Net cash provided by operating activities288
 237
Net cash used in investing activities(995) (385)
Net cash provided by (used in) financing activities605
 (122)
Net decrease in cash, cash equivalents and restricted cash$(102) $(270)

  

Three Months Ended

 
  

March 31,

 
  

2020

  

2019

 

Cash used for changes in working capital

 $(183) $(175)

Other cash provided by operations

  132   159 

Net cash used in operating activities

  (51)  (16)

Net cash used in investing activities

  (85)  (724)

Net cash provided by financing activities

  283   610 

Net decrease in cash, cash equivalents and restricted cash

 $147  $(130)

The table above summarizessummarizes our consolidated statement of cash flows.


Operating activities — Exclusive of working capital, other cash provided by operations was $485$132 and $506$159 in 20192020 and 2018.2019. The year-over-year improvementdecrease attributable to operating earnings andwas partially offset by lower cash paidpayments for income taxes was more than offset by a $62 discretionary pension contribution made to one of our U.S. defined benefit pension plans, higher year-over-year interest payments as a result of increased borrowings to fund our acquisition of ODS and higher cash paid for restructuring activities. Reference is made to Note 12 of the consolidated financial statements in Item 1 of Part I for a discussion of the settlement of this U.S. defined benefit pension plan.strategic transaction expenses.


Working capital used cash of $197$183 and $269$175 in 20192020 and 2018.2019. Cash of $81$43 and $262$203 was used to finance increased receivables in 20192020 and 2018.2019. The lower level of cash required for receivables in 2020 was due primarily to the rapid dissipation of customer demand during March 2020 as a result of the COVID-19 pandemic. Cash of $26$56 and $174$48 was used to fund higher inventory levels in 20192020 and 2018.2019. Cash of $90$84 was used to reduce accounts payable and other net liabilities in 2019,2020, while increases in accounts payable and other net liabilities provided cash of $167$76 in 2018.


2019. The reduction in accounts payable in 2020 was principally driven by lower raw material purchases in March 2020 due to the rapid dissipation of customer demand resulting from the COVID-19 pandemic.

Investing activities — Expenditures for property, plant and equipment were $298$63 and $235$98 during 2019the first quarter of 2020 and 2018.2019. The elevated level of capital spend during the first quarter of 2019 iswas primarily in support of new customer programs and information systems upgrades. During the first quarter of 2020, we paid $8 to acquire Curtis' 35.4% ownership interest in Ashwoods. The acquisition of Curtis's interest in Ashwoods, along with our existing ownership interest in Ashwoods, provided us with a controlling financing interest in Ashwoods. During the first quarter of 2019, we paid $545, net of cash and restricted cash acquired, to purchase ODS,ODS. Also during the first quarter of 2019 we paid $61 to acquire SME, we paid $48, netSME. During the first quarter of cash acquired, to purchase PEPS and we paid $10 to acquire Nordresa. During 2019, we paid $21 to settle the undesignated SwissSwiss franc notional deal contingent forward related to the ODS acquisition. During 2018, we paid $122, netthe first quarter of cash acquired, to purchase a 55% ownership interest in TM42020 and pursuant to our purchase and sale agreement for the BFP and BPT



acquisitions in 2017, we made a net payment of $20 to complete a required purchase of real estate and settle purchase price adjustment amounts owned by the seller. During 2018, we completed the sale of our Brazil suspension components business resulting in a net cash outflow of $6, as the cash transferred to the buyer in the transaction exceeded the proceeds received from the buyer. During 2019, and 2018, purchases of marketable securities were largely funded by proceeds from sales and maturities of marketable securities.

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Financing activities — During the first quarter of 2020, we drew $300 on our revolving credit facility as part of our contingency planning activities related to the COVID-19 pandemic. During the first quarter of 2019, we entered into an amended credit and guaranty agreement comprised of a $500 Term A Facility, a $450 Term B Facility and a $1,000$750 Revolving Facility. The Term A Facility was an expansion of our existing $275 term facility. We drew the $225 available under the Term A Facility and the $450 available under the Term B Facility. We paid financing costs of $16$12 to amend the credit and guaranty agreement. During 2019, we drew $100 on our Revolving Facility and made combined principle payments of $117 on the Term Facilities. During the third quarter of 2019, we broadened our relationship with Hydro-Québec, with Hydro-Québec acquiring an indirect 45% redeemable noncontrolling interest in SME and increasing its existing indirect 22.5% noncontrolling interest in PEPS to an indirect 45% redeemable noncontrolling interest. We received $53 of cash at closing. During 2018, we paid $43 to acquire Brevini's remaining 20% ownership interest in BFP and BPT. Also during 2018, Yulon Motor Co., Ltd. (Yulon) paid $22 to acquire a direct ownership interest in two of our consolidated subsidiaries. Yulon's ownership interest in the two consolidated operating subsidiaries did not change as a result of the transactions, as it previously owned the same percentages indirectly through a series of consolidated holding companies. We used $43$15 and $14 for dividend payments to common stockholders during both 2019the first quarter of 2020 and 2018.2019. We used cash of $25 to repurchase 1,432,275 shares of our common stock during 2019 and $25 to repurchase 1,055,000 sharesthe first quarter of our common stock during 2018.2019.


Off-Balance Sheet Arrangements


There have been no material changes at September 30, 2019March 31, 2020 in our off-balance sheet arrangements from those reported or estimated in the disclosures in Item 7 of our 20182019 Form 10-K.


Contractual Obligations


The SME acquisition purchase consideration included a note payable of $26 which allows for net settlement of potential contingencies as defined

There have been no material changes in the purchase agreement. The note is payable in five years and bears annual interest of 5%. See Note 2 to our consolidated financial statementscontractual obligations from those disclosed in Item 17 of Part I for additional information.


Duringour 2019 we expanded our credit and guaranty agreement. We entered into $675 of additional floating rate term loans to fund the ODS acquisition and upsized our revolving credit facility to $1,000. See Note 14 to our consolidated financial statements in Item 1 of Part I for additional information.

Form 10-K.

Contingencies


For a summary of litigation and other contingencies, see Note 1613 to our consolidated financial statements in Item 1 of Part I. Based on information available to us at the present time, we do not believe that any liabilities beyond the amounts already accrued that may result from these contingencies will have a material adverse effect on our liquidity, financial condition or results of operations.


Critical Accounting Estimates


The preparation of our consolidated financial statements in accordance with GAAP requires us to use estimates and make judgments and assumptions about future events that affect the reported amounts of assets, liabilities, revenue and expenses and the related disclosures. See Item 7 in our 20182019 Form 10-K for a description of our critical accounting estimates and Note 1 to our consolidated financial statements in Item 8 of our 20182019 Form 10-K for our significant accounting policies. There were no changes to our critical accounting estimates in the ninethree months ended September 30, 2019.March 31, 2020. See Note 1 to our consolidated financial statements in this Form 10-Q for a discussion of new accounting guidance adopted during the first ninethree months of 2019.2020.


Long-term interest rates on high quality corporate debt instruments, which are used to determine the discount rates used in the valuation of our other U.S. defined benefit pension obligations, have decreased during 2019. The lower interest rates, if unchanged during the fourth quarter, would result in a year-end discount rate of 3.10% for our U.S. plans versus the 4.22% discount rate used at the end of 2018. Our return on pension assets through the first nine months of 2019 has been higher than our 6.0% annual expected return on the related plan assets. Notwithstanding other changes in assumptions, we would expect the use of a discount rate of 3.10% and earning a 6.0% annualized return on plan assets during the fourth quarter to result in an immaterial actuarial loss for these U.S. defined benefit plans at December 31, 2019.



Considering the impacts described above, the funded status of our U.S. defined benefit pension plans would approximate 93% at the end of 2019, comparable to the funded position at the end of 2018. We currently expect there to be no minimum funding requirements for our U.S. plans in 2020.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to market risk exposures related to changes in currency exchange rates, interest rates or commodity costs from those discussed in Item 7A of our 20182019 Form 10-K.


Item 4. Controls and Procedures

Disclosure controls and procedures — We maintain disclosure controls and procedures that are designed to ensure that the information disclosed in the reports we file with the SEC under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure.


Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report on Form 10-Q. Our CEO and CFO have concluded that, as of the end of the period covered by this Report on Form 10-Q, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.


Changes in internal control over financial reporting — There was no change in our internal control over financial reporting that occurred during our fiscal quarter ended September 30, 2019March 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. During the quarter ended March 31, 2019, we acquired a 100% interest in Oerlikon Drive Systems segment of the Oerlikon Group and a 100% ownership interest in S.M.E. S.p.A. During the quarter ended June 30, 2019, we increased our ownership interest in Prestolite E-Propulsion Systems (Beijing) Limited (PEPS) to 100%, thereby obtaining a controlling financial interest in PEPS. During the quarter ended September 30, 2019, we acquired a 100% interest in Nordresa Motors, Inc. We are currently integrating these acquisitions into our operations, compliance programs and internal control processes. As permitted by SEC guidance, management intends to exclude them from its assessment of internal controls over financial reporting as of December 31, 2019.


CEO and CFO certifications — The certifications of our CEO and CFO that are attached to this report as Exhibits 31.1 and 31.2 include information about our disclosure controls and procedures and internal control over financial reporting. These certifications should be read in conjunction with the information contained in this Item 4 and in Item 9A of Part II of our 20182019 Form 10-K for a more complete understanding of the matters covered by the certifications.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are a party to various pending judicial and administrative proceedings that arose in the ordinary course of business. After reviewing the currently pending lawsuits and proceedings (including the probable outcomes, reasonably anticipated costs and expenses and our established reserves for uninsured liabilities), we do not believe that any liabilities that may result from these proceedings are reasonably likely to have a material adverse effect on our liquidity, financial condition or results of operations. Legal proceedings are also discussed in Note 1613 to our consolidated financial statements in Item 1 of Part I of this Form 10-Q.


Item 1A. Risk Factors

There

The risk factor “A downturn in the global economy could have been no material changes ina substantial adverse effect on our risk factorsbusiness.” disclosed in Item 1A of our 20182019 Form 10-K.10-K has been updated to read as follows:

A downturn in the global economy could have a substantial adverse effect on our business.

Our business is tied to general economic and industry conditions as demand for vehicles depends largely on the strength of the economy, employment levels, consumer confidence levels, the availability and cost of credit and the cost of fuel. These factors have had and could continue to have a substantial impact on our business.

Certain political developments occurring the past several years have provided increased economic uncertainty. The United Kingdom's decision in 2016 to exit the European Union has not had significant economic ramifications to date; however, transition details continue to develop and could have potential economic implications in the United Kingdom and elsewhere. Political climate changes in the U.S., including tax reform legislation, easing of regulatory requirements and potential trade policy actions, are likely to impact economic conditions in the U.S. and various countries, the cost of importing into the U.S. and the competitive landscape of our customers, suppliers and competitors.

Adverse global economic conditions could also cause our customers and suppliers to experience severe economic constraints in the future, including bankruptcy, which could have a material adverse impact on our financial position and results of operations.

The risk factor "Our results of operations could be adversely affected by climate change, natural catastrophes or public health crises, in the locations in which we, our customers or our suppliers operate." disclosed in Item 1A of our 2019 Form 10-K has been updated to read as follows:

Our results of operations could be adversely affected by climate change, natural catastrophes or public health crises, in the locations in which we, our customers or our suppliers operate.

A natural disaster could disrupt our operations, or our customers’ or suppliers’ operations and could adversely affect our results of operations and financial condition. Although we have continuity plans designed to mitigate the impact of natural disasters on our operations, those plans may be insufficient, and any catastrophe may disrupt our ability to manufacture and deliver products to our customers, resulting in an adverse impact on our business and results of operations. Also, climate change poses both regulatory and physical risks that could harm our results of operations or affect the way we conduct our businesses. For example, new or modified regulations could require us to spend substantial funds to enhance our environmental compliance efforts. In addition, our global operations expose us to risks associated with public health crises, such as pandemics and epidemics, which could harm our business and cause our operating results to suffer.

The novel coronavirus disease (COVID-19) pandemic is expected to have an adverse effect on our business, results of operations, cash flows and financial condition. The COVID-19 pandemic has negatively impacted the global economy, disrupted our operations as well as those of our customers, suppliers and the global supply chains in which we participate, and created significant volatility and disruption of financial markets. The extent of the impact of the COVID-19 pandemic on our business and financial performance, including our ability to execute our near-term and long-term operational, strategic and capital structure initiatives, will depend on future developments, including the duration and severity of the pandemic, which are uncertain and cannot be predicted.

As a result of the COVID-19 pandemic, and in response to government mandates or recommendations, rapid dissipation of customer demand, as well as decisions we have made to protect the health and safety of our employees and communities, we have temporarily closed a significant number of our facilities globally. We may face longer term facility closure requirements and other operational restrictions with respect to some or all of our locations for prolonged periods of time due to, among other factors, evolving and increasingly stringent governmental restrictions including public health directives, quarantine policies or social distancing measures. We operate as part of the complex integrated global supply chains of our largest customers. As the COVID-19 pandemic dissipates at varying times and rates in different regions around the world, we anticipate a pro-longed negative impact on these global supply chains. Our ability to resume operations at our temporarily closed facilities will be impacted by the interdependencies of the various participants of these global supply chains, which are largely beyond our direct control. A pro-longed shut down of these global supply chains will have a material adverse effect on our business, results of operations, cash flows and financial condition.

Consumer spending may also be negatively impacted by general macroeconomic conditions and consumer confidence, including the impacts of any recession, resulting from the COVID-19 pandemic. This may negatively impact the markets we serve and may cause our customers to purchase fewer products from us. Any significant reduction in demand caused by decreased consumer confidence and spending following the pandemic, would result in a loss of sales and profits and other material adverse effects.

The risk factor “Our ability to utilize our net operating loss carryforwards may be limited.” disclosed in Item 1A of our 2019 Form 10-K has been updated to read as follows:

Our ability to utilize our net operating loss carryforwards may be limited.

Net operating loss carryforwards (NOLs) approximating $281 were available at December 31, 2019 to reduce future U.S. income tax liabilities. Our ability to utilize these NOLs may be limited as a result of certain change of control provisions of the U.S. Internal Revenue Code of 1986, as amended (Code). The NOLs are treated as losses incurred before the change of control in January 2008 and are limited to annual utilization of $84. There can be no assurance that trading in our shares will not effect another change in control under the Code, which could further limit our ability to utilize our available NOLs and certain other tax attributes. Such limitations may cause us to pay income taxes earlier and in greater amounts than would be the case if the NOLs and certain other tax attributes were not subject to limitation.


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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer's purchases of equity securities — Our On December 11, 2019 our Board of Directors approved an expansionextension of our existing common stock share repurchase program from $100 to $200 on March 24, 2018. The share repurchase program expires onthrough December 31, 2019.2021. Approximately $150 remained available under the program for future share repurchases as of March 31, 2020. We repurchase shares utilizing available excess cash either in the open market or through privately negotiated transactions. The stockStock repurchases are subject to prevailing market conditions available growth opportunities and other considerations. No shares of our common stock were repurchased under the program during the thirdfirst quarter of 2019.2020.




Item 6. Exhibits

Exhibit No.Description
  
10.1

Exhibit No.

Description

10.1

Amendment No. 3 to Credit364-Day Bridge Facility and Guaranty Agreement, dated as of August 30, 2019,April 16, 2020, among Dana Incorporated, as a borrower, and the guarantors party thereto from time to time and Citibank, N.A., as administrative agent and collateral agent, and the lenders party thereto from time to time. Filed with this Report.

10.2Security Agreement, dated as of April 16, 2020, from Dana Incorporated and the other grantors referred to therein, as grantors, to Citibank, N.A. as collateral agent. Filed with this Report.
10.3Pari Passu Intercreditor Agreement, dated as of April 16, 2020, among Citibank, N.A., as administrative agent and collateral agent for the credit agreement secured parties, and Citibank, N.A., as administrative agent and collateral agent for the bridge facility secured parties and the initial additional collateral agent, and each additional authorized representative form time to time party thereto. Filed with this Report.
10.4Amendment No. 4 to Credit and Guaranty Agreement and Amendment No. 2 to Security Agreement, dated as of April 16, 2020, among Dana Incorporated, Dana International Luxembourg S.à r.l., as a borrower, the guarantors party thereto, the lenders party thereto and Citibank, N.A,N.A., as administrative agent, and collateral agent.the lenders party thereto. Filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed September 4, 2019 and incorporated by reference herein.with this Report.
  

31.1

31.2

32

101

The following materials from Dana Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019,March 31, 2020, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statement of Operations, (ii) the Consolidated Statement of Comprehensive Income, (iii) the Consolidated Balance Sheet, (iv) the Consolidated Statement of Cash Flows and (v) Notes to the Consolidated Financial Statements. Filed with this Report.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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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 30, 2019By:  /s/ Jonathan M. Collins 
   

DANA INCORPORATED

Date:

April 30, 2020

By:  

/s/ Jonathan M. Collins

Jonathan M. Collins

 

Executive Vice President and

Chief Financial Officer 



60