Good morning, everyone. My name is Rajat Gupta, member of the Automotive Equity Research Team at JP Morgan. Very pleased to have with us, Byron Foster, President and CEO of Dana Incorporated. Byron has a few slides that we'd like to run through, and then we'll get into Q&A. Thanks, Byron. Okay, great. Thanks for having me. Excited to be with you today. Promise I won't bore you with a 100-page PowerPoint, but I had a couple, three slides that I thought might be helpful to frame the discussion today. Starting with our second quarter, we reported second quarter results a week ago. Had a really good quarter. Team remains focused on execution. We obviously have a lot going on with the company, and we'll talk about that, I'm sure, in today's conversation. But team remains focused on delivering solid results. You can see sales of just over $2 billion and margins came in at 10.3% or $207 million. Cost savings has been a big part of our story over the last year and a half or so. We delivered $19 million of incremental cost savings in the quarter, working towards our overall commitment of $325 million that we put in place at the start of the program, and continuing to work on some of the stranded costs that'll be a result of our Off-Highway spin. So making good progress there. Share repurchases was a big part of our story. When we announced the Eaton deal, we also announced that we would have to pause our repurchase program for 24 months. We were excited to announce that we are restarting the repurchases that will take place between now and the close of the deal. So that'll be worth roughly $200 million that we will execute between now and the end of the calendar year. And that will put us on track to our commitment of $2 billion by the end of 2029. There's a second piece of the repurchase story, and that's our ability to repurchase stock post-closing of the Eaton deal, and we're working on a solution there to see if we can't restart that part of the program. So more news to come on that front. And then also in the quarter, we gave an update on our Dana 2030 plan, which is a plan that gets the company pre-Eaton to a $10 billion top line and margins in the kind of 14% range. So we gave some updates on some wins on the Aftermarket side, as well as some work we're doing on the defense side of the business. So, overall a solid quarter and really appreciate all the hard work from the team to deliver that result. Next, just to talk a little bit about Eaton Mobility. That's obviously big news for us and excited about the combination of Dana and Eaton Mobility. We expect that transaction to close in Q1 of 2027. Post-close on a pro forma 2026 basis, that will make the company $11 billion in top line and 15% EBITDA margins. As part of the transaction, we've announced $250 million of run rate synergies at the end of the second year of closing. We gave a little bit more color in the earnings call on that 250 and how we expect that to be delivered. Another big part of the message around the combination is in our Aftermarket position, we'll have a $1.7 billion Aftermarket business with the combined companies. In the graphic there, you can see the picture of the truck. Really wanted to highlight the complementary products that come together as part of this combination with the blue driveline products being traditional Dana product lines. In the green there, you can see the transmission business that is coming as part of Eaton. It's not shown here, but also as part of the engine, we both supply various components into the engine system. We really see this combination as complementary on many fronts, but from a product and technology standpoint, a lot of synergy between the two groups. My last slide is just kind of the key messages and the key focus for Dana. One is staying focused on execution and delivering our Dana 2030 plan. That plan is about top-line growth, top-line profitable growth in our traditional markets, as well as Aftermarket and some of the adjacencies that we see in the business. It's also about execution and continuing to drive more efficiency in the business on the cost side. Obviously getting ready for day one with the Eaton transaction closing in Q1 of 2027. Working in the share repurchase plan. The deal, I should highlight, will be structured as a split-off, which we think will minimize the churn in the stock as the transaction closes in Q1. Making sure we're ready to deliver on what we think will just be a fantastic combination between Dana and Eaton. I appreciate you giving me a couple of minutes to kind of set the stage on the slides and happy to get into the conversation. Got it. No, thanks. That was a very helpful quick overview. Maybe let's get right into just the combination. The mobility business is close to complementary right across the driveline, the transmissions, engine components, sitting alongside what you already do in axles, drive shafts. Could you walk us through why this is the right combination and what it delivers that the organic plan perhaps could not? I mean, is the biggest unlock just scale and Commercial Vehicle, Aftermarket, just level selling or maybe faster margin. Yeah. A great question. I would say, first of all, I think the core Dana 2030 plan we remain committed to, and we believe that there's real opportunity in the improvements that we will continue to make in the core Dana business. I think the combination of Eaton only accelerates those Dana 2030 plans. If I think about Aftermarket as one example, we have aspirations in the Dana 2030 plan to grow our Aftermarket business, which requires investments in sales teams on the ground serving the market. Those teams we were going to have to put in place and grow organically. Those groups are in place at Eaton, so we can leverage that outreach, if you will, and provide those folks on the ground with a broader portfolio to serve those customers. So, that's one example. I think the other thing is it brings a better balance between our Light Vehicle and Commercial Vehicle segments. We remain focused on those two core markets. This grows our position in CV, which we believe is good for the company and the overall balance in the portfolio. It brings added scale. So when we talk about synergies, purchasing is one example where we see significant purchasing synergies by bringing the two companies together just via the added scale. There are just a number of complementary pieces when we look at the products, and I show kind of the graphic of the commercial truck and where the products physically connect to each other, and how we can now think about and look at that more as a system opportunity to provide more efficient powertrains and driveline to our customers. Any initial conversations, like with customers, where you're starting to see some of those cross-sell opportunities? What's- Well, we're still in a stage with the- Yeah transaction where we can't gun jump and really get into the specifics with our customers. I would just say that the transaction has been met very favorably by our customers as we obviously have had conversations about the deal and why we're doing it. And I would say there's a lot of support from the combination of the companies. Understood. Maybe since we're on the Eaton Mobility topic, just going into the synergies a bit more detail. $ 75 million year one, $200 million realized by year two, and then $250 million into year three. I mean, the year one seems to be some of the low-hanging fruit around ERP integration, back office, redundant overhead costs, and just lowering redundant expenses. And year Yeah two seems a bit of a lift, particularly around automation, procurement, logistics. Obviously nothing is easy, but maybe you can draw some parallels from the cost saves improvements in core Dana. Yeah over the last couple of years, and that can provide us comfort on the execution. Yeah, I would say just, and I mentioned it in my opening comments, but we have taken $325 million, will have taken $325 million of cost out of the Dana business over the last year and a half. So this is a muscle that we have developed as a company in terms of lean operations, rethinking the way we do business, rethinking the way we organize ourselves to deliver for our customers, and so this is something we know how to do. We have set up the work streams, and you mentioned the areas, right? So it is about corporate overhead structures, it is about purchasing synergies, about manufacturing footprint, automation improvements in the plant. So we have set up the work streams with the targets and an initial set of action plans, which are being refined and ready to execute come day one. We are highly confident in the 250 of synergies that we can deliver as part of this combination, and we obviously have goals in place for a higher number that we are striving for internally, because everything we obviously put on the initial plan won't bear fruit. So we are shooting for a higher number to ensure we deliver the 250. Got it. Okay. And we look forward to hearing more on that once the deal is closed. Maybe just to close out on some of the dynamics tied to the transaction, obviously one of the biggest concerns when you announced this back in June was just some of the pause in capital return. And you have since then obviously reintroduced the buyback. Maybe help us understand what needs to get resolved to maybe restart that buyback post-close. What are the moving pieces we should keep in mind? How much is just a tax structure question? How much is it just negotiation with Eaton? Could you just help us? Yeah, no, that's a fair question. Again, we've restarted the buyback and we'll buy back $200 million between now and closing, or now and the end of the year, and we'll continue that buyback up until closing, which will be sometime in Q1. In terms of post-closing and this 24-month pause that we're working to eliminate, it's really a question of our legal teams and our tax teams making sure that if we reinstitute the buyback, that we don't inadvertently trigger a tax event for the Eaton shareholders or the Dana shareholders in that case. So that is being worked and studied, if you will, and we expect feedback on that work in the coming kind of days and weeks. Then we'll get together with our Eaton colleagues and make a final decision. But I would say from a Dana/Eaton standpoint, we're both hopeful that we can get the buyback restarted, and it's not really going to be a negotiation between us. It'll be, "Hey, can we do this in a proper way that doesn't trigger a tax event?" And if the answer is yes, I think we'll have good news to report on that front. Got it. I'll just pause there for a second to see if any questions from the audience here. Not at this time. So going back to just recent results, just recapping second quarter. Margins expanded again. The cost program is now within $15 million of the core Dana target. Which kind of raises the question of what's the path on margins from here? Could you shed some light on what's driving the improvement at this point? Pricing, mix, efficiency. Yeah automation. How much of that is structural versus still in, like, a catch-up phase? Yeah. We're proud to continue to deliver expanded margins quarter-over-quarter as part of the improvement plans that we've put in place over the last 18 months or so. We've obviously talked a lot about the cost reduction effort and the 325, but I would say the improvements in the business are much deeper than that. If I think about our implant productivity as one example and the things we're doing in automation, that's a big work stream for us in Dana 2030. Those projects are live and being implemented as we speak, and we're seeing the benefits of that begin to flow through. When I think about our focus on product line profitability, I showed a slide in our Capital Markets Day back in March, where we had an example of a plant where we make 80% of our margin on 20% of the parts. The classical, hey, what are we doing with the bottom end of the tail from a profitability standpoint? We're either fixing those operationally or engineering or design wise or commercially, and if we don't have a path to fix, then we're exiting those product lines. I think you're seeing the combination of all those efforts on multiple fronts come through on the results. That's what gave us confidence to raise our guide for the back half of the year. Combined with the fact that we're getting some tailwind in terms of the commercial starting to rebound and seeing some better volumes in that part of our company. Understood. Could you double-click on China a little bit? Just the drivers of the equity income revision in the region. Obviously, it has been a tough market for many companies. If you could shed some more light on just the weakness areas or customer mix, whether this is more temporary cyclical. Yeah, I would not see it as a really big issue for us because China is a relatively small part of our business, with the majority of it being North America focused and then Europe following. So not a big piece for us, but we just saw some softness in the quarter around certain customers and vehicle platforms where the returns are pretty good for us. When we see the volumes softening- Right in a period, it can have a bit of an impact. I do not see anything structural there that we are really concerned about. Understood. Since we are now in the second half of 2026, this is a point in the year when people are starting to look at 2027 and just the puts and takes- The year's almost over. It's crazy. Yeah. It's going fast. We're starting to look at 2027 for sure. It's true. What are some of the puts and takes for 2027 for us to keep in mind? Any key regions, somewhat of the China piece, any key programs for us to track, to keep in mind? There's obviously the whole Commercial Vehicle cycle. Yeah. I would say a couple of things. We expect the Commercial Vehicle market to continue to improve for us, so that'll be something to look out for. On the Light Vehicle side, we have a couple of new launches and programs that will begin to take hold in 2027, be it the Super Duty volume expansion should really take hold as well as a couple of new vehicle launches. Then I would say, we highlighted a couple of the Applied Technologies work streams where we talked about defense, we talked about power sports. So I would say you'll begin to really see some of that begin to take traction. We're already seeing some uptick in volume on the defense side for the second half of 2026. That should continue into 2027 and working to gain new programs in the defense space as well as power sports. Aftermarket's another piece where you should keep an eye out for improvements in that part of our business. We talked a lot about some of the national chains where we've won some orders and expanding our footprint in North America with the Victor Reinz sealing brand. So that should continue to gain momentum. Then obviously, at the end of Q1 of 2027, we're going to close on it. Right. So that'll be a whole new piece. So we're excited about 2027. We're obviously finalizing our plans and look forward to sharing the plans for 2027 here shortly. Yeah. Maybe we can double-click on some of those items, maybe starting with Commercial Vehicle. It was the largest driver of the 2026 guidance raise. But it also, just to make sure the audience is aware, sometimes Dana's exposure is not a clean read to just headline Class 8. Exactly builds. It skews more towards medium duty and bus. Could you just help recalibrate the recovery for Dana's margins? Yeah. I would say on both the Light Vehicle and Commercial Vehicle side, you really kind of have to double-click to understand what's going on with our business compared to what the headlines may say. On the Commercial Vehicle side, Class 8 is obviously improving, and we have some tailwind there, and we participate in that space. But we also participate in kind of medium duty and bus segments, right? And we're seeing some softness in those spaces. South America is another big region for us from a Commercial Vehicle side, not kind of seeing the same kind of robust growth that we're seeing in the North America Commercial Vehicle space or Class 8 space. You kind of have to take all that equation into account. And net, we are seeing an improvement, maybe not at the same clip of as just the Class 8 headline. Same on the Light Vehicle side, right? When you look at the Light Vehicle build, you really have to double-click into the full frame truck space, which is where we focus our efforts and sometimes you can have different mix implications, if you will. Got it. Has anything changed? I think at a conference in June, you talked about some positive trends you were seeing, and obviously it led to the guidance raise, but anything that's changed in more recent months around about the trajectory, or is it still pretty much on track? Yeah, I feel great about the trajectory, and it's because we're putting in the work at the detail level to improve the business from the shop floor up. That's why you're seeing the results you're seeing, and that's why we feel good about improving the margins in the back half of the year, because we're a more focused, more efficient company, focusing on the products and the customers and the spaces where we think we can bring value and create the kind of returns that we want to deliver for our shareholders. Right. With Eaton Mobility coming in, obviously that exposure becomes a lot bigger now with Commercial Vehicles. So how should we think about the combined cyclicality now since we have Eaton on board? Yeah. It becomes a larger part of our story, for sure, the Commercial Vehicle piece, which we think net is a good thing. A bit overweighted to Light Vehicle today. From a customer concentration standpoint, this also adds diversity to our customer base, which is a good thing. The growth in the Aftermarket piece, which will become a larger and larger part of the Dana story, I would say is interesting and attractive for us because of the margin profile in that segment of the company, as well as the fact that it tends to be more stable from a cyclicality standpoint, the Aftermarket space. Right. Makes sense. Just digging into the other piece, like on Light Vehicles, you mentioned the Super Duty ramp next year. Given this was not a big incremental capital investment needed on your side, given the extra capacity coming on from Ford, could you give us a sense of the content and margin profile on just incremental volume for a program like this, which requires not a lot of extra capital at your end? Yeah. So look, you don't get many more interesting opportunities than growing one of your core platforms, incremental volume that you can flow largely through the capital structure you have in place. There was some level of incremental capital, but nothing like launching a new program. The contribution margin on that volume should be good for us. And I would say keeping in line with what you typically see from our ability to convert incremental volume. Understood. Just lastly on the Light Vehicle programs, the incumbent base looks pretty well protected with major body on frame and light truck programs anchoring the business. It also carries a meaningful part of the walk to 2030. Could you walk us through how much of the revenue base is now committed, you would say, through the end of the decade, and what the cadence looks like for converting the additional bucket into your boards? Yeah. I would say, when you look at our walk to the $10 billion that we laid out for Dana 2030, the real areas where we have to go capture that business that's not either in today's backlog or in the market tailwind from Commercial Vehicle is really around Aftermarket and our Applied Technologies space, right? And we've given a few highlights of some of the wins in Aftermarket and the activities we're doing there, as well as some of the things on the defense side. Powersports is another area that we're chasing. So of the $10 billion, I don't know, there's roughly a billion or so that we're still chasing. The rest is either secured in the backlog or in high confidence programs that we're pursuing on the traditional side. And then we have the activities in the new spaces and Aftermarket. Understood. Yeah. Clicking on the Aftermarket piece, between the distribution center and just the SKU expansion with the large national retailer chains and the new heavy-duty- Yeah group partnership, the Aftermarket push is really starting to show up in the numbers. Could you shed some light on how sticky that shelf space is once you have it? And how much further could both channels go? Maybe you could also talk about the North America Sealing ramp as well. Yeah, look, like with most of our business, in terms of your question of stickiness, it's about execution and delivering value for our customers. And in the Aftermarket space, that looks like very strong fill rates, a broad product breadth to cover the needs of all the Aftermarket customers, and the brand proposition with Victor Reinz and the OE quality that we're able to deliver to our customers. That's how we've been able to get our foot in the door to take over DCs from competitors, and now it's about executing on those commitments, and I think that business will become increasingly sticky, and our customers will look to give us more and more opportunities in further DCs. So that piece, the national retail piece with our Victor Reinz Sealing product, we feel really good about. A lot of great momentum there, a lot of positive feedback from the customers on some of the first launches of that product line. Right. You mentioned about the constraint on distribution, where demand on North America Sealing, how quickly can that $40 million run rate move towards more of a couple hundred million opportunity? Yeah, you sound like me in the reviews with my team. I'm asked that question every day. I would say quickly, what we have to do is ramp up our capacity and DC capacity and capability. We're working that equation now, and we've got some solutions that'll come online next year to allow us to serve, because the demand is there. Our customers want to expand with us, and we're putting the capacity in place to be able to meet that demand. Got it. I'll just pause there for a second to see if any questions from the audience here. A little quiet room today. Maybe on Applied Technologies, or a big part of the Dana 2030 story. Defense looks like it's converting faster than originally framed. Could you give us a sense of how meaningful it can become against the $400 million Applied Technologies target, and how quickly these programs ramp, once they're awarded? Well, I think we're all seeing the headlines today about increasing demand for defense products, and putting capacity online. I would say, in general, these program opportunities are running at a faster clip from a development cycle than what we would tend to see on our OE side. The ability to do that is largely driven around the fact that they're looking to take off-the-shelf technologies and products that exist and up-fit them, if you will, for defense applications, as opposed to starting from scratch. Think about the development cycle being more like a year to maybe 18 months versus 24 months to up to two and a half years. They're moving fairly quickly. We talked about, hinted at, a major new program that we're working on, kind of a rapid prototype phase. We expect that to turn into a production order towards the end of the year. Coming online late 2027, early 2028, in that example. Moving fairly quickly. In terms of what this defense piece of our Applied Technologies could look like in the 400, hard to put a number on it, but it'll be three digit, $100 million- $200 million type opportunity. Got it. Off the what we think is roughly 40% today. Understood. Also on Applied Technologies, it carries a higher margin threshold for anything that enters that bucket. Yeah. With powersports as the other leg. I know we touched on powersports briefly earlier, but any update on where it stands commercially today? Initial opportunity is still driveline prop shaft substitution, or has it shifted more towards hybridization? How you protect those margins as the pillars scale? Yeah. Powersports is another exciting opportunity for us. A lot of good traction in that space. We're talking to all of the top players at their Chief Technology Officer level. Daylong workshops around how Dana can bring value to their products, and basically, they're looking to bring OE level quality to their vehicles. Because these vehicles are now becoming much more than maybe when they started in terms of the powertrain, the demands on the vehicle, the powertrain, the horsepower in these vehicles, and the applications are starting to look more like small Light Vehicles or trucks, if you will, than maybe where they started. This has shifted to a low-cost type of product line, and they're looking to get now back to a more robust, higher quality product line. Fits right into our sweet spot. We're able to take technologies that are off the shelf, provide real solutions that improve the performance of the vehicles, the quality, the warranty, et cetera. Lot of good conversations. The RFQ opportunities are starting to come through, and working to start converting those much like we're doing on the defense side. Great. Wanted to quickly move on to another category, thermal and battery cooling plates. Yeah. It feels like one of the more interesting hidden options in the portfolio. Opportunities are now showing up in battery energy storage systems, data centers, high performance compute. Could you walk us through the technology a little bit? Stamped versus cast, heat dissipation, like cooling channels? What makes Dana advantaged, as this market opens up? Yeah. A little surprised that it took this long to get to data centers, right? I want to make sure, like four or five minutes are left. Look, we're intrigued by the space and the opportunity for sure, and we think about it in our Applied Technologies work stream, which is the same spot where we're chasing defense and powersports and we're doing the same kind of asking ourselves the same questions. Do we have technology that's off the shelf that can solve a problem for our customers? Our thermal capabilities in the auto space we think are world-class. We've been focused on thermal management in EV applications and our battery cooling plates, as we talked about, we have some unique technology in that space in terms of our fluxless brazing technologies, which provide, we believe, differentiated solutions for our customers. The requirements from a data center standpoint are comparable and in many ways not as stringent as what we find in automotive. But we believe from a core technology, there's something there. We're working with the tiers in that space now about the needs and how we can apply those technologies, be it in the data center infrastructure, at a circuit level, board, chip level, et cetera. We have different, I would say, engineer-to-engineer type solutions that are being discussed. Still early days, but we have a team on it and seeing if there's something we can convert there for business. You've talked about it as a $2 billion TAM right now. We believe that's what the TAM is, yes. And- We're looking to see if we can't carve out a space in that. As soon as we have something that we think is real, just like we shared in defense, we're going to put that in front of the market to let them know what it looks like for us. Got it. Any initial sense on timing? When we could see some of that revenue, like 2030, like before that? Don't know yet. Okay. Nice try, but we're working it. Probably first, by the, let's say, back half of this year, first couple quarters of next year, we should be able to frame what that really looks like for us. Understood. Just want to quickly ask one more on margins, just to round out the whole earnings framework. Just on automation, looks like there's a large amount of low-hanging fruit in loading, unloading, material handling repeatable plan process. Could you give us a sense of where you are in just the deployment there, and any sense of payback profile? Does the Eaton footprint have a lot of opportunity or gives you a larger canvas for that playbook? Yeah, for sure. With all of our Dana 2030 initiatives, the leadership team, we come together weekly, and we talk about the various work streams and how we're progressing. We actually just had a review on our automation work stream last Friday, and I would say team is progressing well. We've got multiple projects on multiple fronts across plants. Great sharing of ideas in terms of applications. Where we solve a problem in one plant, our ability to copy-paste across the network is fully there, and we're seeing that. It's in repetitive processes in our plants. Think about loading and unloading parts, so some pretty low-hanging fruit in terms of automating those jobs that people, quite frankly, don't want to do. So our ability to implement those is good there and actually helpful in terms of morale within the plants. Starting to launch our AMRs, so we're moving material now autonomously through the plants, just starting that work. So we're still in, I would say, kind of the first of multiple phases of rollout, primarily in North America, then we're starting in Europe as well. In terms of Eaton, relative to what we've seen from the sites we visited at Eaton, that opportunity exists within the Eaton plants as well. So we're anxious to get the Eaton team on board and start sharing those best practices and investing in the plants in a similar way. Understood. One last question, since you have a minute. Want to put in the USMCA question in. Just given your reports of just pushing for higher U.S. content, could you give us a sense of how much of your content is already U.S. made, and is the footprint likely to become a competitive advantage, as some of the customers reshore body on frame? Well, as you know, we have a pretty high mix of our company that's based in North America. Having gone through this entire wave of tariffs and the rules and the changes and looking, it's obviously driven all of us to take a look at our global footprint and our global network and look for ways to optimize that relative to the push towards more manufacturing in the U.S. We continue to look at those opportunities collaboratively with our customers, and I think as the rules change with USMCA, we'll continue to be diligent about how we think about the footprint to deliver the net lowest cost product to our customers. We've actually, one of the awards that we highlighted in our Q2 earnings was with Ford Motor Company, and that award specifically was on collaboration around the topic of tariffs. We've really developed, I think, a great team and process around managing the tariff topic and the global supply chain with our customers, and we'll continue to do that as the rules evolve. Got it. Okay, great. That's all the time we have. Thanks, Byron, for joining us. Okay, great. Thanks for the invite. Yeah. It was great. Thank you.