Stockholders' Equity

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

Stockholders' Equity

Stockholders' Equity

Preferred Stock

Issuance and dividends — We issued 2.5 million shares of our Series A Preferred and 5.4 million shares of our Series B Preferred on January 31, 2008. The Series A Preferred was sold to Centerbridge Partners, L.P. and certain of its affiliates (Centerbridge). The Series B Preferred was sold to certain other investors. Our 4.0% Series A Convertible Preferred Stock ceased accruing daily dividends as a result of redemption in August 2013. Our 4.0% Series B Convertible Preferred Stock ceased accruing daily dividends as a result of the conversion of all of the remaining outstanding shares on September 30, 2014.

In October 2014, we filed a certificate of elimination to amend the Restated Certificate of Incorporation to return the preferred shares that were designated to a series to the status of authorized but unissued shares of preferred stock, without designation as to series. There were no preferred shares outstanding at December 31, 2014. Preferred dividends of $4 were accrued at December 31, 2013.

Series A Preferred stock redemption — In August 2013, we paid $474 to redeem our Series A preferred shares, 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.

Series B Preferred stock conversions — During 2014 and 2013, holders of 2,296,802 and 1,417,425 Series B preferred shares elected to convert those preferred shares into common stock and received 19,517,593 and 11,985,254 common shares. The common stock issued included shares to satisfy the accrued dividends owed to the converting Series B preferred stockholders. Based on the market price of Dana common stock on the date of conversion, the fair value of the conversions totaled $409 and $249. As of July 2, 2014, the per share closing price of our common stock exceeded $22.24 for 20 consecutive trading days. As a result, we exercised our right to cause the conversion of all of the remaining outstanding Series B preferred shares at the conversion price of $11.93 upon fulfillment of the required 90-day notice period ending September 30, 2014. We caused the conversion of 1,506,972 Series B shares with holders receiving 12,631,780 common shares valued at $250 based on the market price of Dana common stock on the date of conversion. Dividends accrued on the Series B preferred shares as of September 30, 2014 were paid in cash in October 2014.

Common Stock

We are authorized to issue 450,000,000 shares of Dana common stock, par value $0.01 per share. At December 31, 2014, there were 167,659,047 shares of our common stock issued and 166,070,057 shares outstanding, net of 1,588,990 in treasury shares. Treasury shares include those shares withheld at cost to satisfy tax obligations from stock awards issued under our share-based compensation plan in addition to share repurchases noted below.

Our Board of Directors declared a cash dividend of five cents per share of common stock in each quarter of 2014. Aggregate 2014 declared and paid dividends total $32. Dividends accrue on restricted stock units (RSUs) granted under our stock compensation program and will be paid in cash or additional units when the underlying units vest.

Treasury stock — During 2014 we reissued 14,879,935 shares of treasury stock in conjunction with the conversion of 1,772,693 Series B preferred shares into common stock. The reissuance of the treasury shares resulted in a $127 charge to additional paid-in capital as the carrying value of the treasury shares reissued exceeded the carrying value of the Series B preferred shares converted. We use the weighted-average pool price of our treasury shares at the date of reissuance to determine the carrying value of treasury shares reissued. In December 2014, we retired 14,600,000 shares of treasury stock. The $294 excess of the cost of the treasury stock over the common stock par value, based on the weighted-average pool price of our treasury shares at the date of retirement, was charged to additional paid-in capital.

Share repurchase program — Our Board of Directors approved an expansion of our existing common stock repurchase program from $1,000 to $1,400 on July 30, 2014. The share repurchase program expires on December 31, 2015. The stock repurchases are subject to prevailing market conditions and other considerations. Under the program, we spent $260 to repurchase 12,215,451 shares of our common stock during 2014 through open market transactions. Approximately $311 remained available under the program for future share repurchases at December 31, 2014.

Changes in each component of AOCI of the parent —

	Parent Company Stockholders
	Foreign Currency Translation			Hedging			Investments			Defined Benefit Plans			Accumulated Other Comprehensive Income (Loss)
Balance, December 31, 2011	$	(192	)	$	(10	)	$	10		$	(458	)	$	(650	)
Other comprehensive income (loss):
Currency translation adjustments	(6		)										(6		)
Holding gains				9			1						10
Reclassification of amount to net income (a)				7									7
Plan amendments										(6		)	(6		)
Net actuarial losses										(174		)	(174		)
Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)										14			14
Tax (expense) benefit				(3		)	1			14			12
Other comprehensive loss	(6		)	13			2			(152		)	(143		)
Balance, December 31, 2012	(198		)	3			12			(610		)	(793		)
Other comprehensive income (loss):
Currency translation adjustments	(40		)										(40		)
Holding gains (losses)				4			(1		)				3
Reclassification of amount to net income (a)				(8		)	(8		)				(16		)
Venezuelan bolivar devaluation										2			2
Net actuarial gains										101			101
Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)										24			24
Tax expense										(5		)	(5		)
Other comprehensive income (loss)	(40		)	(4		)	(9		)	122			69
Adjustment for purchase of noncontrolling interests	(4		)	1									(3		)
Balance, December 31, 2013	(242		)	—			3			(488		)	(727		)
Other comprehensive income (loss):
Currency translation adjustments	(185		)										(185		)
Holding gains (losses)				(12		)	3						(9		)
Reclassification of amount to net income (a)				2			(1		)				1
Venezuelan bolivar devaluation										4			4
Net actuarial losses										(156		)	(156		)
Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)										60			60
Other										3			3
Tax benefit				1						11			12
Other comprehensive income (loss)	(185		)	(9		)	2			(78		)	(270		)
Balance, December 31, 2014	$	(427	)	$	(9	)	$	5		$	(566	)	$	(997	)

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Notes:

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

(b) See Note 11 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.