8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 Or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 4, 2019

Dana Incorporated

(Exact name of registrant as specified in its charter)

Delaware
 (State or other jurisdiction of
incorporation)   1-1063
 (Commission File No.)   26-1531856
 (IRS Employer
Identification No.)  

3939 Technology Drive, Maumee, Ohio 43537

(Address of principal executive offices)

(419) 887-3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common Stock, $.01 par value	DAN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 7.01          REGULATION FD DISCLOSURE

Dana Incorporated’s  (“Dana”) Executive Vice President and Chief Financial Officer, Jonathan Collins, will be providing an overview of the company and an update of the company’s financial outlook at Credit Suisse’s 7^th Annual Industrials Conference on Wednesday, December 4, 2019. A copy of the presentation slides, which will be discussed at that conference, is attached hereto as Exhibit 99.1. From time to time, Dana may also use this presentation in conversations with investors and analysts.

The information in Items 7.01 and 9.01 of this report (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01          FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits. The following exhibits are furnished with this report.

Exhibit No.	Descriptions
99.1	Credit Suisse 7th Annual Industrials Conference Presentation Slides
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DANA INCORPORATED
Dated: December 4, 2019	By:	/s/ Douglas H. Liedberg
	Name:	Douglas H. Liedberg
	Title:	Senior Vice President, General Counsel & Secretary

EX-99.1

EXHIBIT 99.1

Honesty and Integrity | Good Corporate Citizenship | Open Communication | Continuous Improvement Credit Suisse Industrials Conference December 4, 2019 Jonathan Collins Executive Vice President and Chief Financial Officer

© 2019 Dana 2 2 Certain statements and projections contained in this presentation are, by their nature, forward - looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward - looking statements are based on our current expectations, estimates and projections about our industry and business, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward - looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. These forward - looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward - looking statement. Dana’s Annual Report on Form 10 - K, subsequent Quarterly Reports on Form 10 - Q, recent Current Reports on Form 8 - K, and other Securities and Exchange Commission filings discuss important risk factors that could affect our business, results of operations and financial condition. The forward - looking statements in this presentation speak only as of this date. Dana does not undertake any obligation to revise or update publicly any forward - looking statement for any reason. Safe Harbor Statement

© 2019 Dana 3 3 Business Ove r v i ew Technologies Drive A x l es, dri v es h a f ts, tra n sm i ss i o n s, hydraulic wheel and track drives, drive units for electric and hybrid vehicles Motion Winches, slew drives, planetary gearboxes, hydraulic pumps, m otors and valves, electronic c ontrols Sealing Gaskets and seals, transmission separator plates, cam covers and oil pan modules, heat shields, and fuel cell plates Thermal Transmission and engine oil cooling, battery and electronics cooling, charge air cooling, and exhaust - gas and heat recovery Digital Active and passive system controls, Software as a Service including descriptive and predictive analytics Electrodynamic E - Motors, generators, power electronics, controls and software Products Segments Of f - H ig h way D r i v e and Motion Technologies 20 % Light V e h icle D r i v el i ne Technologies 4 0 % C ommerc i al V e h icle D r i v el i ne Technologies P o w er T e c h n ologies 1 2 % 28 % Regions North America South America Europe Asia Pacific 45% 28% 6% 21% Markets H e avy V e h ic l es L i g h t V eh i cles O f f - H i g h w a y 50% 29% 21% Sales as of Dec. 31, 2018, including 100% of DDAC.

© 2019 Dana 4 4 4 Enterprise Strategy

© 2019 Dana 5 5 4 Lead Electric Propulsion Develop and deliver fully integrated e - Propulsion systems to capture opportunity to double CPV as core markets shift from internal combustion engines to electric propulsion

© 2019 Dana 6 6 e - Powertrain System Offering e - Propulsion System e - Power System e - Powertrain Power Pack Battery Cells, Modules, & Battery Management System e - Drive Axle Electric Motor, Inverter, & Gears Power Cradle Electric Charger, Converter, & Auxiliaries ▪ Complete Dana e - Powertrain ▪ 3 - year program, launching in 2020 ▪ $200M incremental backlog Proprietary embedded software and complete powertrain control system New Program Award for Medium - duty Electric Truck with Key OEM

© 2019 Dana 7 7 2019 FY Financial Guidance ▪ Full - year guidance ranges remain unchanged from 3Q earnings report ▪ Sales trending towards lower end of range due to continued softness in demand, particularly in heavy vehicle segments ▪ Profit conversion on sales decline ameliorated by cost recovery secured in November ▪ Profit and adjusted free cash flow margins as well as EPS remain unchanged See appendix for comments regarding the presentation of non - GAAP measures Guidance Range Guidance Ranges Current Indication ~11.9% ~3% ~$1,020M ~$8,600M ~$3.05 $8,550M $1,000M $2.85 Expecting 3 rd year of sales, profit, and FCF growth Sales Adj. EBITDA Profit Margin Adj. FCF Margin Diluted Adj. EPS Prior Indication $8,850M $1,070M $3.25

© 2019 Dana 8 8 2020 Outlook Inorganic Cost Synergies Lower Commodity Costs Organic Backlog (+) Market ( - ) ▪ Anticipating nominal top - line growth as full year of acquisitions and backlog will largely offset end - market demand declines ▪ Expect modest profit margin expansion due to acquisition cost synergies and lower commodity costs ▪ Foresee significant free cash flow growth due to higher profit, lower one - time costs, and lower capital requirements ➨ ➨ ➨ Poised to deliver sales, profit, and FCF growth for 4 th consecutive year

© 2019 Dana 9 9 $ Continued Strong Financial Results Growing New Business Backlog Advancing Enterprise Strategy Increasing Shareholder Value

Appendix

© 2019 Dana 11 11 The preceding slides refer to adjusted EBITDA, a non - GAAP financial measure which we have defined as net income before interest, taxes, depreciation, amortization, equity grant expense, restructuring expense and, non - service cost components of pension and other postretirement b enefits (OPEB) cost and other adjustments not related to our core operations (gain/loss on debt extinguishment, pension settlements, divestitures, im pai rment, etc.). adjusted EBITDA is a measure of our ability to maintain and continue to invest in our operations and provide shareholder returns. We u se adjusted EBITDA in assessing the effectiveness of our business strategies, evaluating and pricing potential acquisitions and as a factor in maki ng incentive compensation decisions. In addition to its use by management, we also believe adjusted EBITDA is a measure widely used by securities analy sts , investors and others to evaluate financial performance of our company relative to other Tier 1 automotive suppliers. adjusted EBITDA should not be co nsi dered a substitute for income before income taxes, net income or other results reported in accordance with GAAP. Adjusted EBITDA may not be comparab le to similarly titled measures reported by other companies. Diluted adjusted EPS is a non - GAAP financial measure which we have defined as adjusted net income divided by adjusted diluted sh ares. We define adjusted net income as net income attributable to the parent company, excluding any nonrecurring income tax items, restructur ing charges, amortization expense and other adjustments not related to our core operations (as used in adjusted EBITDA), net of any associated income t ax effects. We define adjusted diluted shares as diluted shares as determined in accordance with GAAP based on adjusted net income. This measure i s c onsidered useful for purposes of providing investors, analysts and other interested parties with an indicator of ongoing financial performance tha t p rovides enhanced comparability to EPS reported by other companies. Diluted adjusted EPS is neither intended to represent nor be an alternativ e m easure to diluted EPS reported under GAAP. Free cash flow is a non - GAAP financial measure which we have defined as net cash provided by (used in) operating activities less purchases of property, plant and equipment. Adjusted free cash flow is a non - GAAP financial measure which we have defined as net cash provided by (use d in) operating activities excluding voluntary pension contributions less purchases of property, plant and equipment. We believe these measures are use ful to investors in evaluating the operational cash flow of the company inclusive of the spending required to maintain the operations. Free cash flow and a dju sted free cash flow are not intended to represent nor be an alternative to the measure of net cash provided by (used in) operating activities reported un der GAAP. Free cash flow and adjusted free cash flow may not be comparable to similarly titled measures reported by other companies. Please reference the “Non - GAAP Financial Information” accompanying our quarterly earnings conference call presentations on our w ebsite at www.dana.com/investors for reconciliations of adjusted EBITDA, diluted adjusted EPS and free cash flow to the most directly c omp arable financial measures calculated and presented in accordance with GAAP. We have not provided a reconciliation of our adjusted EBITDA and diluted ad jus ted EPS outlook to the most comparable GAAP measures of net income and diluted EPS. Providing net income and diluted EPS guidance is potentially mis lea ding and not practical given the difficulty of projecting event driven transactional and other non - core operating items that are included in net income and diluted EPS, including restructuring actions, asset impairments and income tax valuation adjustments. The reconciliations of these non - GAAP m easures with the most comparable GAAP measures for the historical periods presented on our website are indicative of the reconciliations that will be prepared upon completion of the periods covered by the non - GAAP guidance. Non - GAAP Financial Information

XML

Cover	Dec. 04, 2019
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 04, 2019
Entity File Number	1-1063
Entity Registrant Name	Dana Incorporated
Entity Central Index Key	0000026780
Entity Tax Identification Number	26-1531856
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3939 Technology Drive
Entity Address, City or Town	Maumee
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43537
City Area Code	(419)
Local Phone Number	887-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	DAN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false