Note 2 - Discontinued Operations

6 Months Ended

Jun. 30, 2026

Discontinued Operations, Disposed of by Sale [Member]

Notes to Financial Statements

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

Note 2. Discontinued Operations

In June 2025, we entered into a definitive agreement to sell our Off-Highway business to Allison Transmission Holdings, Inc. (Allison). The transaction closed on January 1, 2026, with Dana receiving gross cash proceeds of $2,664. Pursuant to the terms of the agreement, the purchase price was subject to post-closing adjustments based on net working capital and net indebtedness balances as of the closing date. Based on the final closing date net working capital and net indebtedness balances, we paid $34 to Allison during the second quarter of 2026.

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

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

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

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2026				2025				2026				2025
Net sales		$	16			$	663			$	30			$	1,263
Cost of sales			12				542				26				1,039
Selling, general and administrative expenses							28								55
Amortization of intangibles							1								2
Restructuring charges, net							(1	)							2
Gain (loss) on sale of Off-Highway business			(5	)							1,186
Other income (expense), net			(6	)			(18	)			(55	)			(25	)
Earnings (loss) from discontinued operations before interest and income taxes			(7	)			75				1,135				140
Interest income							1								2
Earnings (loss) from discontinued operations before income taxes			(7	)			76				1,135				142
Income tax expense			4				33				40				52
Net income (loss) from discontinued operations		$	(11	)		$	43			$	1,095			$	90

During the three and six months ended June 30, 2026, we incurred $6 and $55 of Off-Highway business divestiture transaction related costs, compared with $14 and $34, respectively, during the corresponding periods in 2025. These costs were attributed to discontinued operations and included in other income (expense), net in the table above.

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

		June 30,				December 31,
		2026				2025
Accounts receivable - Trade		$	13			$	360
Accounts receivable - Other							39
Inventories			23				533
Other current assets							97
Current assets of disposal group held for sale		$	36			$	1,029

Goodwill		$	—			$	270
Intangibles							72
Deferred tax assets							49
Other noncurrent assets							44
Operating lease assets							39
Property, plant and equipment, net			21				480
Noncurrent assets of disposal group held for sale		$	21			$	954

Current portion of long-term debt		$	—			$	2
Accounts payable			14				425
Accrued payroll and employee benefits							72
Taxes on income							11
Current portion of operating lease liabilities							9
Other accrued liabilities							169
Current liabilities of disposal group held for sale		$	14			$	688

Long-term debt		$	—			$	33
Noncurrent operating lease liabilities							30
Pension and postretirement obligations							48
Other noncurrent liabilities							72
Noncurrent liabilities of disposal group held for sale		$	—			$	183