DANA INC

Note11. Financing Agreements

Long-term debt at—

Interest on the senior notes is payable semi-annually. Other indebtedness includes borrowings from various financial institutions and finance lease obligations.

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Senior notes activity— On* May 24, 2023,Dana Financing Luxembourg S.à.r.l. (Dana Financing), a wholly-owned subsidiary of Dana, completed the sale of€425 ($458 as of May 24, 2023)in senior unsecured notes ( July 2031Notes) at 8.500%. The July 2031Notes are fully and unconditionally guaranteed by Dana. The July 2031Notes were issued through a private placement and willnot* be registered under the U.S. Securities Act of1933, as amended (the Securities Act). The* July 2031Notes were offered only to qualified institutional buyers in reliance on Rule144A* under the Securities Act and, outside the United States, only to non-U.S. investors in reliance on Regulation S under the Securities Act. The* July 2031Notes rank equally with Dana's other unsecured senior notes. Interest on the notes is payable on January 15and July 15of each year, beginning on January 15, 2024.The July 2031Notes will mature on July 15, 2031.Net proceeds of the offering totaled€419 ($451 as of May 24, 2023).Financing costs of€6 ($7 as of May 24, 2023)were recorded as deferred costs and are being amortized to interest expense over the life of the notes. The proceeds from the offering were used to redeem $200 of our April 2025Notes and to make payments against borrowings on our Revolving Facility. On June 9, 2023we redeemed $200 of our April 2025Notes at a price equal to 100.00% plus accrued and unpaid interest. The $1 loss on extinguishment of debt is comprised of the write-off of previously deferred financing costs associated with the April 2025*Notes.

Senior notes redemption provisions— We* mayredeem some or all of the senior notes at the following redemption prices (expressed as percentages of principal amount), plus accrued and unpaid interest to the redemption date, if redeemed during the12*-month period commencing on the anniversary date of the senior notes in the year set forth below:

At any time prior to* July 15, 2024,we mayredeem up to40%* of the aggregate principal amount of the* July 2029Notes in an amountnot* to exceed the amount of proceeds ofone or more equity offerings, at a price equal to 103.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, provided that at least 50% of the aggregate principal amount of the* July 2029Notes remain outstanding after the redemption. Prior to July 15, 2024,we mayalso redeem some or all of the July 2029Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. We havenot* separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and the risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt.

At any time prior to* May 1, 2024,we mayredeem up to40%* of the aggregate principal amount of the* September 2030Notes in an amountnot* to exceed the amount of proceeds ofone or more equity offerings, at a price equal to 104.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the aggregate principal amount of the* September 2030Notes remains outstanding after the redemption. Prior to May 1, 2026,we mayredeem some or all of the September 2030Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. We havenot* separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and the risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt.

At any time prior to* July 15, 2026,we mayredeem up to40%* of the aggregate principal amount of the* July 2031Notes in an amountnot* to exceed the amount of proceeds ofone or more equity offerings, at a price equal to 108.500% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, provided that at least 50% of the aggregate principal amount of the* July 2031Notes remain outstanding after the redemption. Prior to July 15, 2026,we mayalso redeem some or all of the July 2031Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. We havenot* separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and the risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt.

At any time prior to* February 15, 2025,we mayredeem up to40%* of the aggregate principal amount of the* February 2032Notes in an amountnot* to exceed the amount of proceeds ofone or more equity offerings, at a price equal to 104.500% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 50% of the aggregate principal amount of the* February 2032Notes remains outstanding after the redemption. Prior to February 15, 2027,we mayredeem some or all of the February 2032Notes at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date plus a “make-whole” premium. We havenot* separated the make-whole premium from the underlying debt instrument to account for it as a derivative instrument as the economic characteristics and the risks of this embedded derivative are clearly and closely related to the economic characteristics and risks of the underlying debt.

Credit agreement — On* March 14, 2023,we amended our credit and guaranty agreement, extending its maturity to March 14, 2028.*We recorded deferred fees of $2 related to the amendment. The deferred fees are being amortized over the life of the Revolving Facility. Deferred financing costs on our Revolving Facility are included in other noncurrent assets.

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

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Advances under the Revolving Facility bear interest at a floating rate based on, at our option, the base rate or the Term Secured Overnight Financing Rate ("SOFR") (each as described in the credit agreement) plus a margin as set forth below:

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

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

At* March 31, 2024*, we had $15 of outstanding borrowings under the Revolving Facility and had utilized $9 for letters of credit. We had availability at* March 31, 2024* under the Revolving Facility of $1,126 after deducting the outstanding letters of credit.

Debt covenants — At* March 31, 2024*, we were in compliance with the covenants of our financing agreements. Under the Revolving Facility and the senior notes, we are required to comply with certain incurrence-based covenants customary for facilities of these types and, in the case of the Revolving Facility, a maintenance covenant tested on the last day of each fiscal quarter requiring us to maintain afirst lien net leverage rationot to exceed 2.00 to1.00.