Stockholders' Equity

9 Months Ended

Sep. 30, 2013

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Series A and Series B preferred stock — Dividends on our 4.0% Series A Convertible Preferred Stock (Series A preferred stock) and 4.0% Series B Convertible Preferred Stock (Series B preferred stock) are accrued monthly and are payable in cash as approved by the Board of Directors. Preferred dividends accrued but not paid were $4 and $8 at September 30, 2013 and December 31, 2012.

In August 2013, we paid $474 to redeem our Series A preferred stock, including $3 of redemption costs. The amount paid exceeded the $242 carrying value of our Series A preferred stock. The $232 redemption premium was charged directly to accumulated deficit on our balance sheet. The redemption premium is treated like a dividend on preferred stock and deducted from net income attributable to the parent company in arriving at net income (loss) available to common stockholders.

During the first nine months of 2013, holders of 892,662 shares of Series B preferred stock elected to convert those preferred shares into common stock and received 7,541,105 shares. The common stock issued included shares to satisfy the accrued dividends owed to the converting preferred stockholders. Based on the market price of Dana common stock on the date of conversion, the fair value of the conversions totaled $158.

Common stock — Our Board of Directors declared a quarterly cash dividend of five cents per share of common stock in the first, second and third quarters of 2013. Dividends accrue on restricted stock units granted under our stock compensation program and will be paid in cash or additional units only when the underlying units vest.

Share repurchase program — On October 25, 2012, our Board of Directors approved a share repurchase program of up to $250 of our outstanding shares of common stock over a two-year period. On June 28, 2013, our Board of Directors approved an expansion of the share repurchase program to up to $1,000 over the next two years. The stock repurchases are subject to prevailing market conditions and other considerations.

Under the program, we spent $88 to repurchase 5,075,740 shares of our common stock during the first nine months of 2013 through open market and privately negotiated transactions.

On August 12, 2013, we entered into an accelerated share repurchase (ASR) agreement with a third-party financial institution to repurchase $200 of our common stock. In the third quarter of 2013, we paid $200 to the financial institution and received an initial delivery of 7,302,602 shares. This initial share delivery represented 80% of the ASR transaction's value at the then-current price of $21.91 per share. These shares have been included in common stock held in treasury as of the applicable delivery date. The remaining 20% of the ASR transaction's value, or $40, has been deducted from additional paid-in-capital in the accompanying consolidated balance sheet as of September 30, 2013, and will be transferred to common stock held in treasury upon settlement of the ASR transaction. The ultimate number of shares to be repurchased and the final price paid per share under the ASR transaction will generally be based on the average of the daily volume-weighted average prices of our common stock during the term of the ASR agreement, less an agreed upon discount. At settlement, if the ultimate number of shares to be repurchased exceeds the number of shares initially delivered, we will receive additional shares from the financial institution. If the ultimate number of shares to be repurchased is less than the number of shares initially delivered, we have the contractual right to either deliver additional shares or cash equal to the value of those shares to the financial institution. The ASR agreement has a maximum term of three and a half months, but may conclude earlier at the option of the third-party financial institution.

Taking into account the Series A preferred stock redemption and the ASR transaction, $220 remained available under the program for future share repurchases as of September 30, 2013.

Changes in equity —

	2013									2012
Three Months Ended September 30,	Attributable to Parent			Attributable to Non- controlling Interests			Total Equity			Attributable to Parent			Attributable to Non- controlling Interests			Total Equity
Balance, June 30	$	1,813		$	98		$	1,911		$	1,851		$	99		$	1,950
Total comprehensive income	106			5			111			83			6			89
Preferred stock dividends	(6		)				(6		)	(8		)				(8		)
Common stock dividends	(7		)				(7		)	(7		)				(7		)
Distributions to noncontrolling interests				(6		)	(6		)				(1		)	(1		)
Common stock share repurchases	(2		)				(2		)
Accelerated share repurchase	(200		)				(200		)
Preferred stock redemption	(474		)				(474		)
Repurchase of equity awards	(2		)				(2		)
Stock compensation	10						10			4						4
Balance, September 30	$	1,238		$	97		$	1,335		$	1,923		$	104		$	2,027
Nine Months Ended September 30,
Balance, December 31	$	1,843		$	105		$	1,948		$	1,737		$	101		$	1,838
Total comprehensive income	178			12			190			219			12			231
Preferred stock dividends	(21		)				(21		)	(23		)				(23		)
Common stock dividends	(22		)				(22		)	(22		)				(22		)
Distributions to noncontrolling interests				(11		)	(11		)				(9		)	(9		)
Common stock share repurchases	(88		)				(88		)
Accelerated share repurchase	(200		)				(200		)
Preferred stock redemption	(474		)				(474		)
Repurchase of equity awards	(2		)				(2		)
Adjustments to paid-in capital for purchase of noncontrolling interests	6						6
Adjustments to other comprehensive income for purchase of noncontrolling interests	(3		)				(3		)
Purchase of noncontrolling interests				(9		)	(9		)
Stock compensation	25						25			13						13
Stock withheld for employee taxes	(4		)				(4		)	(1		)				(1		)
Balance, September 30	$	1,238		$	97		$	1,335		$	1,923		$	104		$	2,027

Changes in components of Accumulated Other Comprehensive Income (Loss) (AOCI) of the parent —

	Parent Company Stockholders
	Foreign Currency Translation			Hedging			Investments		Defined Benefit Plans			Accumulated Other Comprehensive Income (Loss)
Balance, June 30, 2013	$	(266	)	$	1		$	3	$	(596	)	$	(858	)
Other comprehensive income (loss):
Currency translation adjustments	30											30
Holding gains (losses)							3					3
Reclassification of amount to net income (a)				(1		)						(1		)
Amortization of net actuarial losses included in net periodic benefit cost (b)									6			6
Other comprehensive income (loss)	30			(1		)	3		6			38
Balance, September 30, 2013	$	(236	)	$	—		$	6	$	(590	)	$	(820	)
Balance, June 30, 2012	$	(227	)	$	(2	)	$	11	$	(452	)	$	(670	)
Other comprehensive income (loss):
Currency translation adjustments	25											25
Holding gains (losses)				4								4
Reclassification of amount to net income (a)				1								1
Plan amendments									(6		)	(6		)
Amortization of net actuarial losses included in net periodic benefit cost (b)									4			4
Tax expense				(1		)						(1		)
Other comprehensive income (loss)	25			4			—		(2		)	27
Balance, September 30, 2012	$	(202	)	$	2		$	11	$	(454	)	$	(643	)

Balance, December 31, 2012	$	(198	)	$	3		$	12		$	(610	)	$	(793	)
Other comprehensive income (loss):
Currency translation adjustments	(34		)										(34		)
Holding gains (losses)				2			2						4
Reclassification of amount to net income (a)				(6		)	(8		)				(14		)
Venezuelan bolivar devaluation										2			2
Amortization of net actuarial losses included in net periodic benefit cost (b)										18			18
Other comprehensive income (loss)	(34		)	(4		)	(6		)	20			(24		)
Adjustment for purchase of noncontrolling interests	(4		)	1									(3		)
Balance, September 30, 2013	$	(236	)	$	—		$	6		$	(590	)	$	(820	)
Balance, December 31, 2011	$	(192	)	$	(10	)	$	10		$	(458	)	$	(650	)
Other comprehensive income (loss):
Currency translation adjustments	(10		)										(10		)
Holding gains (losses)				8			1						9
Reclassification of amount to net income (a)				7									7
Plan amendments										(6		)	(6		)
Net actuarial loss										(1		)	(1		)
Amortization of net actuarial losses included in net periodic benefit cost (b)										11			11
Tax expense				(3		)							(3		)
Other comprehensive income (loss)	(10		)	12			1			4			7
Balance, September 30, 2012	$	(202	)	$	2		$	11		$	(454	)	$	(643	)

(a) Foreign currency contract and investment reclassifications are included in other income, net.

(b) See Note 9 for additional details.

During the first quarter of 2013, Dana purchased the noncontrolling interests in three of its subsidiaries for $7. Dana maintained its controlling financial interest in each of the subsidiaries and accounted for the purchases as equity transactions. The difference between the fair value of the consideration paid and the carrying value of the noncontrolling interests was recognized as additional paid-in capital of the parent company. At the time of the purchases the subsidiaries had accumulated other comprehensive income. Accumulated other comprehensive income of the parent company has been adjusted to reflect the ownership interest change with a corresponding offset to additional paid-in capital of the parent company.