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Mon Oct 26 · markets closed1 signal today72 insider buys this week · $35.1MCIRO short report next: Oct 31The week ahead

DAN

DANA Inc
NYSE · CONSUMER DISCRETIONARY · MOTOR VEHICLE PARTS & ACCESSORIES
27.05
+0.22 +0.82%
USD · close Oct 26

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How DAN rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
77%
of sentences unchanged
Added
35
new sentences
Dropped
20
sentences removed
Length
+280
words, now 5,997

New in FY2025

  • Risk Factors We are impacted by events and conditions that affect the light vehicle and commercial vehicle markets that we serve, as well as by factors specific to Dana.
  • Sales to our ten largest customers accounted for 76% of our overall sales in 2025.
  • We operate in 24 countries around the world and we depend on significant foreign suppliers and customers.
  • At December 31, 2025, our net asset exposure related to Argentina was approximately $59, including $19 of net fixed assets.
  • Global trade policy continues to evolve and the ultimate impact of recent developments with respect to U.S. tariffs is unclear.
  • On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act ("IEEPA").
  • Following the Supreme Court’s decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs.
  • There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on Dana's business.
  • These and future changes in tariffs, trade policies, trade actions, or retaliatory trade measures in response, have resulted and may continue to result in additional costs and pricing pressures, supply chain disruptions, volatile or unpredictable customer spending patterns, and increased economic or geopolitical risks, which could adversely impact Dana's future sales, business, financial condition, and results of operations, materially or in ways that Dana cannot predict.
  • Approximately 43% of our sales in 2025 were from operations located in countries other than the U.S.
  • During the fourth quarter of 2024, we announced further actions to support sustained long-term profitability and enhanced cash flow generation.
  • This includes substantial reduction in selling, general and administrative costs and aligning engineering expenses to match current industry dynamics, including the ongoing delay in the adoption of electric vehicles.
  • We expect to deliver annualized savings of $325 through 2026.
  • Approximately $260 of annualized savings was realized through 2025 with an additional $65 to be realized in 2026.
  • (See Notes 15 and 16 to our consolidated financial statements in Item 8 for additional information on product liabilities and warranties.) A failure of our information technology infrastructure could adversely impact our business and operations.
  • Challenges such as malware, unauthorized access and cyber attacks, including those that use advanced artificial intelligence, phishing campaigns that target our associates, as well as other disruptions, continue to evolve and may surpass our current safeguards.
  • Our current and potential use of artificial intelligence (AI) and machine learning (ML) and other emerging technologies may expose us to operational, legal and regulatory risks that could adversely affect our business and reputation.
  • Our use of AI and machine learning presents risks that could adversely affect our business, financial condition and results of operations.
  • We currently incorporate AI-powered tools, in certain instances, into certain internal business operations, including elements of production processes and certain administrative functions.
  • AI algorithms may be flawed or perform unpredictably, and datasets may be insufficient, inaccurate, biased or otherwise problematic, which could lead to errors, operational disruptions, unintended outcomes or suboptimal decisions.
  • The rapid evolution and increased adoption of AI technologies may increase the risk of technical disruptions to our operations and the processes and functions for which the technology is deployed.
  • The use of AI tools also raises risks related to privacy and inadvertent disclosure of sensitive information.
  • AI systems may access, process or expose personal, confidential or proprietary data in ways that we do not intend or anticipate.
  • In addition, evolving AI and data-governance laws, regulations and standards may impose additional requirements or restrictions on our development and use of AI, increase compliance costs or limit certain use cases.
  • Constraints in hardware (such as GPU availability), power capacity or other supply chain elements may limit our ability to scale AI responsibly.
  • We also face competitive risk if other companies develop or adopt AI capabilities more effectively, at lower cost or more rapidly than we do.
  • Because our AI capabilities currently depend in part on third-party providers of models, cloud services and infrastructure, changes in their performance, pricing, licensing terms or availability could materially increase our costs or reduce availability.
  • Collectively, these risks could adversely affect our financial condition, operating results, cash flows and reputation.
  • See also our risk factor titled "A failure of our information technology infrastructure could adversely impact our business and operations" for cybersecurity risks, including AI-enabled threats.
  • The plans are not fully funded as of December 31, 2025.
  • (See Note 12 to our consolidated financial statements in Item 8 for additional information on multi-employer pension plans.) Changes in interest rates and asset returns could increase our pension funding obligations and reduce our profitability.
  • Regulatory provisions governing the financial reporting of U.S. public companies require that we maintain effective disclosure controls and internal controls over financial reporting across our operations in 24 countries.
  • At January 31, 2026, Dana had consolidated debt obligations of $1,315, with cash and cash equivalents of $659 and unused revolving credit capacity of $1,140.
  • We have established board and executive officer oversight of sustainability matters, with additional dedicated employee resources and a cross-functional/business sustainability leadership team to further develop and implement an enterprise-wide sustainability strategy, and we have published a sustainability report.
  • Our sustainability report includes our policies and practices on a variety of ESG matters, including GHG emission targets and performance; safety management system goals and performance; standards of business conduct; and supplier code of business conduct.

Gone since FY2024

  • Risk Factors We are impacted by events and conditions that affect the light vehicle, commercial vehicle and off-highway markets that we serve, as well as by factors specific to Dana.
  • Sales to our ten largest customers accounted for 58% of our overall sales in 2024.
  • We operate in 30 countries around the world and we depend on significant foreign suppliers and customers.
  • At December 31, 2024, our net asset exposure related to Argentina was approximately $52, including $21 of net fixed assets.
  • Approximately 55% of our sales in 2024 were from operations located in countries other than the U.S.
  • On November 25, 2024, we announced cost reduction actions that include substantial reductions in selling, general and administrative costs across all the company’s businesses and engineering expenses.
  • Certain of our joint venture partners have the ability to put their ownership interests to Dana at fair value.
  • If a joint venture partner were to put its ownership interest to Dana, it could cause Dana to outlay significant amounts of cash to purchase the joint venture partner's ownership interest in addition to increased future cash outlays required to fund 100% of the operations on a go-forward basis, reducing available funds for other strategic initiatives and capital investments.
  • (See Note 8 to our consolidated financial statements in Item 8 for additional information on redeemable noncontrolling interests.) We may fail to consummate or realize the value of dispositions and other strategic initiatives and such transactions and initiatives may be disruptive to our operations and adversely impact our results.
  • We announced on November 25, 2024 strategic initiatives that included initiating the sale process for our Off-Highway business, however, there can be no assurance that the sale process for our Off-Highway business will result in a transaction.
  • Factors that could cause this event not to occur include, but are not limited to, a failure to obtain necessary regulatory approvals, a deterioration in the Dana’s business or prospects, adverse developments in key markets, adverse developments in the U.S. or global capital markets, credit markets or economies generally or a failure to execute a sale of the Off-Highway business on acceptable terms.
  • Moreover, any sale and separation process, including complex carve-out and transition activities, may be time consuming and disruptive to Dana’s business operations, could divert the attention of management and the Board from Dana’s business, could impair Dana’s ability to attract, retain and motivate key employees, could impact Dana’s relationships with suppliers and/or customers, could negatively affect Dana’s credit ratings and ability raise future capital and could expose Dana to potential litigation in connection with the sale process and the standalone business.
  • If we are unable to effectively manage these risks, our results may be adversely affected.
  • (See Notes 14 and 15 to our consolidated financial statements in Item 8 for additional information on product liabilities and warranties.) A failure of our information technology infrastructure could adversely impact our business and operations.
  • The plans are not fully funded as of December 31, 2024.
  • (See Note 11 to our consolidated financial statements in Item 8 for additional information on multi-employer pension plans.) Changes in interest rates and asset returns could increase our pension funding obligations and reduce our profitability.
  • Regulatory provisions governing the financial reporting of U.S. public companies require that we maintain effective disclosure controls and internal controls over financial reporting across our operations in 30 countries.
  • At December 31, 2024, Dana had consolidated debt obligations of $2,630, with cash and cash equivalents of $494 and unused revolving credit capacity of $1,140.
  • We have a board committee and an executive officer position with responsibility for sustainability, additional dedicated employee resources, a cross-functional/business sustainability leadership team to further develop and implement an enterprise-wide sustainability strategy, and we have published a sustainability report.
  • Our sustainability report includes our policies and practices on a variety of ESG matters, including the value creation opportunities provided by our products; diversity, equity, and inclusion; employee health and safety; community giving; and human capital management.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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