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 |
For the quarterly period ended:
OR
☐ | 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:
1-1063Dana Inc
orporated(Exact name of registrant as specified in its charter)
Delaware | 26-1531856 | |||||
(State of incorporation) | (IRS Employer Identification Number) |
3939 Technology Drive, Maumee, OH | 43537 | |||||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(419) 887-3000Common 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.
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019
TABLE OF CONTENTS
10-Q Pages | |||
Item 1 | 3 | ||
Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 | |
Item 3 | 35 | ||
Item 4 | 35 | ||
Item 1 | 36 | ||
Item 1A | 36 | ||
Item 2 | 37 | ||
Item 6 | 37 | ||
38 |
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 sales | 1,882 | 1,692 | 5,725 | 5,269 | |||||||||||
Selling, general and administrative expenses | 128 | 119 | 404 | 383 | |||||||||||
Amortization of intangibles | 2 | 2 | 8 | 6 | |||||||||||
Restructuring charges, net | 5 | 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 taxes | 137 | 147 | 182 | 459 | |||||||||||
Interest income | 3 | 3 | 8 | 8 | |||||||||||
Interest expense | 31 | 24 | 92 | 71 | |||||||||||
Earnings before income taxes | 109 | 126 | 98 | 396 | |||||||||||
Income tax expense (benefit) | 5 | 31 | (27 | ) | 75 | ||||||||||
Equity in earnings of affiliates | 8 | 1 | 22 | 13 | |||||||||||
Net income | 112 | 96 | 147 | 334 | |||||||||||
Less: Noncontrolling interests net income | 3 | 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 | |||||||||||||||
Basic | 144.0 | 144.7 | 144.0 | 145.1 | |||||||||||
Diluted | 144.8 | 145.9 | 144.8 | 146.6 |
The accompanying notes are an integral part of the consolidated financial statements.
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 losses | 8 | 3 | 15 | (11 | ) | ||||||||||
Defined benefit plans | 5 | 21 | 365 | 34 | |||||||||||
Other comprehensive income (loss) | (33 | ) | 5 | 364 | (42 | ) | |||||||||
Total comprehensive income | 79 | 101 | 511 | 292 | |||||||||||
Less: Comprehensive loss attributable to noncontrolling interests | 9 | 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.
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 securities | 20 | 21 | |||||
Accounts receivable | |||||||
Trade, less allowance for doubtful accounts of $8 in 2019 and $9 in 2018 | 1,285 | 1,065 | |||||
Other | 198 | 178 | |||||
Inventories | 1,233 | 1,031 | |||||
Other current assets | 135 | 102 | |||||
Total current assets | 3,273 | 2,907 | |||||
Goodwill | 530 | 264 | |||||
Intangibles | 232 | 164 | |||||
Deferred tax assets | 539 | 445 | |||||
Other noncurrent assets | 112 | 80 | |||||
Investments in affiliates | 172 | 208 | |||||
Operating lease assets | 174 | ||||||
Property, plant and equipment, net | 2,199 | 1,850 | |||||
Total assets | $ | 7,231 | $ | 5,918 | |||
Liabilities and equity | |||||||
Current liabilities | |||||||
Short-term debt | $ | 109 | $ | 8 | |||
Current portion of long-term debt | 13 | 20 | |||||
Accounts payable | 1,285 | 1,217 | |||||
Accrued payroll and employee benefits | 208 | 186 | |||||
Taxes on income | 55 | 47 | |||||
Current portion of operating lease liabilities | 41 | ||||||
Other accrued liabilities | 279 | 269 | |||||
Total current liabilities | 1,990 | 1,747 | |||||
Long-term debt, less debt issuance costs of $27 in 2019 and $18 in 2018 | 2,346 | 1,755 | |||||
Noncurrent operating lease liabilities | 136 | ||||||
Pension and postretirement obligations | 418 | 561 | |||||
Other noncurrent liabilities | 289 | 313 | |||||
Total liabilities | 5,179 | 4,376 | |||||
Commitments and contingencies (Note 16) | |||||||
Redeemable noncontrolling interests | 174 | 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 outstanding | 2 | 2 | |||||
Additional paid-in capital | 2,381 | 2,368 | |||||
Retained earnings | 552 | 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' equity | 1,791 | 1,345 | |||||
Noncontrolling interests | 87 | 97 | |||||
Total equity | 1,878 | 1,442 | |||||
Total liabilities and equity | $ | 7,231 | $ | 5,918 |
The accompanying notes are an integral part of the consolidated financial statements.
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 | |||
Depreciation | 235 | 187 | |||||
Amortization | 12 | 8 | |||||
Amortization of deferred financing charges | 5 | 3 | |||||
Earnings of affiliates, net of dividends received | (3 | ) | 5 | ||||
Stock compensation expense | 15 | 13 | |||||
Deferred income taxes | (120 | ) | (47 | ) | |||
Pension expense, net | 207 | 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 activities | 288 | 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 securities | 6 | 6 | |||||
Proceeds from maturities of marketable securities | 19 | 30 | |||||
Proceeds from sale of subsidiary, net of cash disposed | 1 | (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 debt | 92 | (13 | ) | ||||
Proceeds from long-term debt | 675 | ||||||
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 shareholder | 53 | ||||||
Contributions from noncontrolling interests | 4 | 22 | |||||
Payments to acquire redeemable noncontrolling interests | (43 | ) | |||||
Repurchases of common stock | (25 | ) | (25 | ) | |||
Other, net | (5 | ) | |||||
Net cash provided by (used in) financing activities | 605 | (122 | ) | ||||
Net decrease in cash, cash equivalents and restricted cash | (102 | ) | (270 | ) | |||
Cash, cash equivalents and restricted cash – beginning of period | 520 | 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.
Index to Notes to Consolidated Financial Statements
1. | |
Organization and Summary of Significant Accounting Policies | |
2. | Acquisitions |
3. | |
Goodwill and Other Intangible Assets | |
4. | Restructuring of Operations |
5. | Supplemental Balance Sheet and Cash Flow Information |
6. | Stockholders' Equity |
7. | |
Redeemable Noncontrolling Interests | |
8. | Earnings per Share |
9. | Stock Compensation |
10. | Pension and Postretirement Benefit Plans |
11. | Financing Agreements |
12. | |
Fair Value Measurements and Derivatives | |
13. | Commitments and Contingencies |
14. | Warranty Obligations |
15. | Income Taxes |
16. | Other |
17. | Revenue from Contracts with Customers |
18. | Segments |
19. | Equity Affiliates |
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 FormRecently adopted accounting pronouncements
On January 1, 2019, 2020, we adopted
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 | ||
2018-14 | Compensation – Retirement Benefits – Defined Benefit Plans – General, Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans | January 1, 2020 | ||
2018-13 | Fair Value Measurement, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement | January 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.
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 NotePrestolite 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 otherWe 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 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.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 |
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 otherThe 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 |
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.
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 |
Note 3. Goodwill and BPT
Goodwill—
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.
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 technology | 8 | $ | 131 | $ | (91 | ) | $ | 40 | $ | 107 | $ | (89 | ) | $ | 18 | ||||||||||
Trademarks and trade names | 13 | 30 | (6 | ) | 24 | 16 | (4 | ) | 12 | ||||||||||||||||
Customer relationships | 9 | 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 |
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.
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 intangibles | 2 | 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 |
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.
Accrued restructuring costs and activity
—Employee Termination Benefits | Exit Costs | Total | |||||||||
Balance, June 30, 2019 | $ | 23 | $ | — | $ | 23 | |||||
Charges to restructuring | 3 | 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 restructuring | 18 | 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
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 atExpense Recognized | Future Cost to Complete | ||||||||||||||
Prior to 2019 | 2019 | Total to Date | |||||||||||||
Commercial Vehicle | $ | 35 | $ | 4 | $ | 39 | $ | 5 | |||||||
Off-Highway | — | 1 | 1 | 1 |
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 |
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 |
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 |
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 |
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 |
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 ofShare repurchase program
— OnChanges 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 |
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.
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 - Basic | 144.0 | 144.7 | 144.0 | 145.1 | |||||||||||
Employee compensation-related shares, including stock options | 0.8 | 1.2 | 0.8 | 1.5 | |||||||||||
Weighted-average common shares outstanding - Diluted | 144.8 | 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* | |||||
RSUs | 1.0 | $ | 17.12 | |||
PSUs | 0.4 | $ | 16.17 |
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
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.
Plan termination
— In October 2017, upon authorization by the Dana Board of Directors, we commenced the process of terminatingSeptember 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 deposit | 20 | 20 | 15 | 15 | |||||||||||||||||||
Total marketable securities | $ | 20 | $ | — | $ | 20 | $ | 21 | $ | — | $ | 21 |
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 |
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 AThe 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.
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 | % |
Up to
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
— AtSubsequent 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 ofForeign 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 | % |
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.
The following currency derivatives were outstanding at
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 otherThe 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
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 wereEnvironmental liabilities
— Accrued environmental liabilities wereGuarantee 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 approximatelyOther 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 sales | 9 | 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 |
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 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
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.
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 incentives | 3 | 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, net | 2 | 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 |
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 taxes | 137 | 147 | 182 | 459 | |||||||||||
Interest expense | 31 | 24 | 92 | 71 | |||||||||||
Interest income | 3 | 3 | 8 | 8 | |||||||||||
Earnings before income taxes | 109 | 126 | 98 | 396 | |||||||||||
Income tax expense (benefit) | 5 | 31 | (27 | ) | 75 | ||||||||||
Equity in earnings of affiliates | 8 | 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.
Equity method investments exceeding
$5 atOwnership 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, LLC | 20% | 51 | |||
Axles India Limited | 48% | 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 |
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
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.
Central to our strategy is
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.
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.
Delivering Innovative Solutions
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,
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 aFinancing 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 guarantyOther 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®,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.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.
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 ourPrestolite 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 otherOerlikon 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.SME
— On January 11, 2019, we acquired a 100% ownership interest inHydro-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.
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.
Actual | ||||||||||
(Units in thousands) | Dana 2019 Outlook | 2018 | 2017 | |||||||
North America | ||||||||||
Light Truck (Full Frame) | 4,360 | to | 4,660 | 4,476 | 4,331 | |||||
Light Vehicle Engines | 14,600 | to | 14,900 | 15,332 | 14,828 | |||||
Medium Truck (Classes 5-7) | 280 | to | 290 | 270 | 246 | |||||
Heavy Truck (Class 8) | 325 | to | 345 | 320 | 255 | |||||
Agricultural Equipment | 50 | to | 60 | 56 | 54 | |||||
Construction/Mining Equipment | 160 | to | 170 | 176 | 157 | |||||
Europe (including Eastern Europe) | ||||||||||
Light Truck | 10,500 | to | 11,500 | 10,721 | 10,276 | |||||
Light Vehicle Engines | 22,250 | to | 22,750 | 23,098 | 24,096 | |||||
Medium/Heavy Truck | 505 | to | 520 | 506 | 486 | |||||
Agricultural Equipment | 195 | to | 210 | 204 | 202 | |||||
Construction/Mining Equipment | 330 | to | 350 | 351 | 309 | |||||
South America | ||||||||||
Light Truck | 1,300 | to | 1,500 | 1,313 | 1,235 | |||||
Light Vehicle Engines | 2,750 | to | 2,850 | 2,797 | 2,412 | |||||
Medium/Heavy Truck | 115 | to | 125 | 113 | 89 | |||||
Agricultural Equipment | 30 | to | 35 | 34 | 33 | |||||
Construction/Mining Equipment | 8 | to | 12 | 9 | 9 | |||||
Asia-Pacific | ||||||||||
Light Truck | 27,800 | to | 29,000 | 29,369 | 29,495 | |||||
Light Vehicle Engines | 48,000 | to | 49,000 | 52,293 | 52,543 | |||||
Medium/Heavy Truck | 1,800 | to | 2,000 | 2,004 | 2,039 | |||||
Agricultural Equipment | 620 | to | 660 | 653 | 653 | |||||
Construction/Mining Equipment | 470 | to | 490 | 495 | 441 |
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
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.
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.
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
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.
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 |
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.
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 sales | 1,882 | 87.0 | % | 1,692 | 85.5 | % | 190 | ||||||||||
Gross margin | 282 | 13.0 | % | 286 | 14.5 | % | (4 | ) | |||||||||
Selling, general and administrative expenses | 128 | 5.9 | % | 119 | 6.0 | % | 9 | ||||||||||
Amortization of intangibles | 2 | 2 | — | ||||||||||||||
Restructuring charges, net | 5 | 9 | (4 | ) | |||||||||||||
Pension settlement charge | (2 | ) | (2 | ) | |||||||||||||
Other expense, net | (8 | ) | (9 | ) | 1 | ||||||||||||
Earnings before interest and income taxes | 137 | 147 | (10 | ) | |||||||||||||
Interest income | 3 | 3 | — | ||||||||||||||
Interest expense | 31 | 24 | 7 | ||||||||||||||
Earnings before income taxes | 109 | 126 | (17 | ) | |||||||||||||
Income tax expense | 5 | 31 | (26 | ) | |||||||||||||
Equity in earnings of affiliates | 8 | 1 | 7 | ||||||||||||||
Net income | 112 | 96 | 16 | ||||||||||||||
Less: Noncontrolling interests net income | 3 | 1 | 2 | ||||||||||||||
Less: Redeemable noncontrolling interests net loss | (2 | ) | (2 | ) | |||||||||||||
Net income attributable to the parent company | $ | 111 | $ | 95 | $ | 16 |
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 | ) |
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 | |||||||||||
Europe | 614 | 572 | 42 | (27 | ) | 90 | (21 | ) | |||||||||||||||
South America | 134 | 140 | (6 | ) | (1 | ) | (5 | ) | |||||||||||||||
Asia Pacific | 258 | 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.
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.
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.
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.
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.
Cost of sales and gross margin
— Cost of sales for theGross 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 inAmortization of intangibles
— Amortization expense was $3 in 2020 and $2 inRestructuring charges
— Restructuring charges ofImpairment of $9 in 2018 included special charges related to an early retirement offer action and continuing exit costs associated with previously announced actions.
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.
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.
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.
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.
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 sales | 5,725 | 86.3 | % | 5,269 | 85.4 | % | 456 | ||||||||||
Gross margin | 908 | 13.7 | % | 901 | 14.6 | % | 7 | ||||||||||
Selling, general and administrative expenses | 404 | 6.1 | % | 383 | 6.2 | % | 21 | ||||||||||
Amortization of intangibles | 8 | 6 | 2 | ||||||||||||||
Restructuring charges, net | 23 | 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 taxes | 182 | 459 | (277 | ) | |||||||||||||
Interest income | 8 | 8 | — | ||||||||||||||
Interest expense | 92 | 71 | 21 | ||||||||||||||
Earnings before income taxes | 98 | 396 | (298 | ) | |||||||||||||
Income tax expense (benefit) | (27 | ) | 75 | (102 | ) | ||||||||||||
Equity in earnings of affiliates | 22 | 13 | 9 | ||||||||||||||
Net income | 147 | 334 | (187 | ) | |||||||||||||
Less: Noncontrolling interests net income | 9 | 6 | 3 | ||||||||||||||
Less: Redeemable noncontrolling interests net income (loss) | (3 | ) | 1 | (4 | ) | ||||||||||||
Net income attributable to the parent company | $ | 141 | $ | 327 | $ | (186 | ) |
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 | ||||||||||
Europe | 2,005 | 1,890 | 115 | (115 | ) | 228 | 2 | ||||||||||||||||
South America | 396 | 418 | (22 | ) | (24 | ) | (13 | ) | 15 | ||||||||||||||
Asia Pacific | 788 | 765 | 23 | (17 | ) | 115 | (75 | ) | |||||||||||||||
Total | $ | 6,633 | $ | 6,170 | $ | 463 | $ | (159 | ) | $ | 484 | $ | 138 |
Nine Months Ended September 30, | |||||||
2019 | 2018 | ||||||
Non-service cost components of pension and OPEB costs | $ | (19 | ) | $ | (10 | ) | |
Government grants and incentives | 11 | 8 | |||||
Foreign exchange loss | (11 | ) | (7 | ) | |||
Strategic transaction expenses, net of transaction breakup fee income | (32 | ) | (13 | ) | |||
Non-income tax legal judgment | 6 | ||||||
Other, net | 14 | 3 | |||||
Other expense, net | $ | (31 | ) | $ | (19 | ) |
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 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.
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 | % |
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.
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.
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.
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.
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 affiliates | 8 | 1 | 22 | 13 | |||||||||||
Income tax expense (benefit) | 5 | 31 | (27 | ) | 75 | ||||||||||
Earnings before income taxes | 109 | 126 | 98 | 396 | |||||||||||
Depreciation and amortization | 86 | 66 | 247 | 195 | |||||||||||
Restructuring | 5 | 9 | 23 | 17 | |||||||||||
Interest expense, net | 28 | 21 | 84 | 63 | |||||||||||
Pension settlement charge | 2 | 260 | |||||||||||||
Acquisition related inventory adjustments | 3 | 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 |
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 flow | 123 | 34 | (10 | ) | 2 | ||||||||||
Discretionary pension contribution | 2 | — | 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
Cash and cash equivalents | $ | 402 | |
Less: Deposits supporting obligations | (5 | ) | |
Available cash | 397 | ||
Additional cash availability from Revolving Facility | 879 | ||
Marketable securities | 20 | ||
Total liquidity | $ | 1,296 |
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.
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 subsidiaries | 2 | 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.
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.
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.
Cash Flow
Nine Months Ended September 30, | |||||||
2019 | 2018 | ||||||
Cash used for changes in working capital | $ | (197 | ) | $ | (269 | ) | |
Other cash provided by operations | 485 | 506 | |||||
Net cash provided by operating activities | 288 | 237 | |||||
Net cash used in investing activities | (995 | ) | (385 | ) | |||
Net cash provided by (used in) financing activities | 605 | (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.
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
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
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.
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.
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.
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 endedCEO 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 ourWe 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.
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.
Issuer's purchases of equity securities —
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
DANA INCORPORATED | ||||||
Date: | April 30, 2020 | By: | /s/ Jonathan M. Collins | |||
Jonathan M. Collins | ||||||
Executive Vice President and | ||||||
Chief Financial Officer |