Stockholders' Equity

12 Months Ended

Dec. 31, 2015

Equity [Abstract]

Stockholders' Equity [Text Block]

Stockholders' Equity

Preferred Stock

We are authorized to issue 50,000,000 of Dana preferred stock, par value $0.01 per share. There were no preferred shares outstanding at December 31, 2015 or 2014.

Series A Preferred stock issuance and redemption — We had issued 2.5 million shares of our 4.0% Series A Preferred on January 31, 2008 to Centerbridge Partners, L.P. and certain of its affiliates (Centerbridge). Dividends accrued daily until 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 issuance and conversion — We had issued 5.4 million shares of our 4.0% Series B Preferred on January 31, 2008 to certain investors. Dividends accrued daily until conversion into common stock. 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.

Common Stock

We are authorized to issue 450,000,000 shares of Dana common stock, par value $0.01 per share. At December 31, 2015, there were 150,092,003 shares of our common stock issued and 150,068,040 shares outstanding, net of 23,963 in treasury shares. Treasury shares include those shares withheld at cost to satisfy tax obligations from stock awards issued under our stock compensation plan in addition to share repurchases noted below.

Our Board of Directors declared a quarterly cash dividend of six cents per share of common stock in the second, third and fourth quarters of 2015 and five cents per share of common stock in first quarter of 2015. Aggregate 2015 declared and paid dividends total $37. 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. In December 2015, we retired 18,100,000 shares of treasury stock. The $346 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 a share repurchase program of $1,400, expiring on December 31, 2015. Under the program, we spent $311 to repurchase 16,412,485 shares of our common stock during 2015 through open market transactions.

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, 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		)
Venezuela 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		)
Other comprehensive income (loss):
Currency translation adjustments	(179		)										(179		)
Holding loss on net investment hedge	(2		)										(2		)
Holding gains (losses)				(14		)	(3		)				(17		)
Reclassification of amount to net income (a)				20									20
Net actuarial losses										(28		)	(28		)
Reclassification adjustment for net actuarial losses included in net periodic benefit cost (b)										25			25
Elimination of net prior service cost and actuarial losses of disposal group										10			10
Tax expense				(1		)				(5		)	(6		)
Other comprehensive income (loss)	(181		)	5			(3		)	2			(177		)
Balance, December 31, 2015	$	(608	)	$	(4	)	$	2		$	(564	)	$	(1,174	)

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Notes:

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

(b) See Note 10 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.