DANA Inc
For the period ended Sep 30, 2025. Filed Oct 31, 2025.
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Sep 30, 2025 · Filed Oct 31, 2025
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Discontinued Operations
Note2. Discontinued Operations
In* June 2025,we entered into a definitive agreement to sell our Off-Highway business to Allison Transmission Holdings, Inc. (Allison) for $2,732. The sale price is subject to adjustment based on net working capital and net indebtedness balances as of the closing date. The transaction is currently expected to close during thefourth* quarter of2025, subject to satisfaction of regulatory approvals and other customary conditions.
At closing of the transaction, Dana will enter 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.
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The major classes of line items included in net income from discontinued operations are as follows:
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Net sales | $625 | $619 | $1,888 | $2,103 |
| Cost of sales | 500 | 496 | 1,539 | 1,710 |
| Selling, general and administrative expenses | 23 | 24 | 78 | 73 |
| Amortization of intangibles | 1 | 2 | 4 | |
| Restructuring charges, net | 4 | 2 | 5 | |
| Other income (expense), net | (7) | 2 | (32) | 10 |
| Earnings from discontinued operations before interest and income taxes | 95 | 96 | 235 | 321 |
| Interest income | 1 | (1) | 3 | 1 |
| Interest expense | 1 | 1 | 1 | 1 |
| Earnings from discontinued operations before income taxes | 95 | 94 | 237 | 321 |
| Income tax expense | 21 | 62 | 73 | 147 |
| Net income from discontinued operations | $74 | $32 | $164 | $174 |
During thethree andnine months ended* September**2025,* we incurred $20 and $54, respectively, of Off-Highway business divestiture transaction related costs. These costs were attributed to discontinued operations and included in other income (expense), net in the table above.
The carrying amounts of the major classes of assets and liabilities of our Off-Highway business are as follows:
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Accounts receivable - Trade | $385 | $305 |
| Accounts receivable - Other | 40 | 41 |
| Inventories | 543 | 500 |
| Other current assets | 72 | 58 |
| Current assets of disposal group held for sale | $1,040 | $904 |
| Goodwill | $270 | $250 |
| Intangibles | 72 | 70 |
| Deferred tax assets | 90 | 64 |
| Other noncurrent assets | 46 | 71 |
| Operating lease assets | 43 | 37 |
| Property, plant and equipment, net | 454 | 384 |
| Noncurrent assets of disposal group held for sale | $975 | $876 |
| Current portion of long-term debt | $2 | $— |
| Accounts payable | 431 | 402 |
| Accrued payroll and employee benefits | 80 | 60 |
| Taxes on income | 3 | |
| Current portion of operating lease liabilities | 10 | 10 |
| Other accrued liabilities | 167 | 154 |
| Current liabilities of disposal group held for sale | $693 | $626 |
| Long-term debt | $32 | $2 |
| Noncurrent operating lease liabilities | 34 | 27 |
| Pension and postretirement obligations | 64 | 62 |
| Other noncurrent liabilities | 89 | 94 |
| Noncurrent liabilities of disposal group held for sale | $219 | $185 |
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