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DANA 2026 Second - Quarter Conference Call August 6 , 2026
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© 2026 Dana 2 Disclaimers Cautionary Notes on Forward-Looking Statements This communication includes “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between Eaton Corporation plc (“Eaton”), Dana Incorporated (“Dana”) and Mobility (USA) Corporation (“SpinCo”), as well as statem ents regarding Dana’s business, financial condition and results of operations more generally. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “potential,” “continue,” “ongoing,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding Dana’s current expectations, estimates and projections about its industry and business, the expected timing and structure of the proposed transaction and fin ancing of the transaction, the ability of the parties to complete the proposed transaction, the expected benefits of the proposed transaction, including future financial and operating results and strategic and synergistic benefits, the tax consequences of the proposed transaction and the combined company’s plans, objectives, expectations and intentions, legal, economic and regulator y conditions, and any assumptions underlying any of the foregoing, are forward-looking statements. These forward-looking statements are based on Dana’s current expectations and are subject to risks and uncertainties and are not guarantees of future results. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be ac hieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, the ability to complete the proposed transaction on the timeframe or on the terms currently anticipated or at all, including due to a failure to obtain requisite stockholder and/or regulatory approvals; risks related to difficulties, inabil ities or delays in integrating the businesses of Dana and SpinCo; the ability to realize the anticipated benefits of the proposed transaction, including estimated combined EBITDA, estimated combined revenue and estimated run-rate cost synergies; potential impact of the proposed transaction on Dana’s stock price; restrictions on the conduct of Dana’s business prior to and after closing and on its ability to pursue alternatives to the proposed transaction; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpecte d factors or events, or unforeseen or unknown liabilities; the ability of the combined company to implement its business strategy; the inability of the combined company to retain and hire key personnel; the occurrence of any event that could give rise to termination of the proposed transaction; the risk that stockholder litigation in connection with the proposed transaction or oth er litigation, settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; risks relati ng to the ability to obtain financing for the transaction upon acceptable terms or at all; evolving legal, regulatory and tax regimes; changes in general economic and/or industry specific conditions; global e conomic repercussions related to U.S. and global inflationary pressures and potential recessionary concerns; the risks that the anticipated tax treatment of the proposed transaction is not o btained; the risk of greater than expected difficulty in separating the business of SpinCo from the other businesses of Eaton; risks related to the disruption of management time from ongoing business operations due to the pendency of the proposed transaction, or other effects of the pendency of the proposed transaction on the relationship of any of the parties to the transaction with their employees, customers, suppliers or other counterparties; and other risk factors detailed from time to time in Dana’s reports filed with the Securities and Exchange Commission (the “SEC”), incl uding Dana’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive. Any forward-looking statements speak only as of the date of this communication. Dana does not undertake, and expressly disclaims , any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautio ned not to place undue reliance on any of these forward-looking statements. Important Information About the Transaction and Where to Find It In connection with the proposed transaction, SpinCo may file with the SEC an information statement on Form 10 (“Form 10”) or a registration statement on Form S-1/S-4 (the “Form S-1/S-4”) that constitutes a prospectus with respect to the shares of common stock, par value $0.01 per share, of SpinCo (the “SpinCo shares ”) to be issued to Eaton shareholders in the proposed exchange offer (the “prospectus/offer to exchange”). Eaton may also file with the SEC a tender offer statement (the “Schedule TO”) with respect to the offer by Eaton to exchange all SpinCo shares for ordinary shares, par value $0.01 per share, of Eaton that are validly tendered and not properly withdrawn prior to the expiratio n of the exchange offer (if any). In addition, SpinCo intends to file with the SEC a registration statement on Form S-4 (the “Form S-4”) that will include a proxy statement of Dana and that also constitutes a prospectus of SpinCo with respect to the SpinCo shares to be issued in the proposed merger (the “proxy statement/prospectus”). Each of Eaton, SpinCo and Dana may also file other relev ant documents with the SEC regarding the proposed transaction. This document is not a substitute for the Form 10, Form S-1/S-4, Schedule TO, Form S-4, prospectus/offer to exchange, proxy statement/prospectus or any other document that Eaton, SpinCo or Dana may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS, THE SCHEDULE TO; THE PROSPECTUS/OFFER TO EXCHANGE, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT EATON, DANA, SPINCO AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the Form 10, Form S-1/S-4, Schedule TO, Form S-4, the prospectus/offer to exchange and the proxy statement/prospectus (if and when available) and other doc uments containing important information about Eaton, Dana and SpinCo and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with, or furnished to, the SEC by Eaton and SpinCo will be available free of charge on Eaton’s website at https://www.eaton.com/us/en-us/company/investor-relations.html. Copies of the documents filed with, or furnished to, the SEC by Dana will be available free of charge on Dana’s website at https://danaincorporated.gcs -web.com/. The information included on, or accessible through, Eaton or Dana’s website is not incorporated by reference into this communication. Participants in the Solicitation Eaton, Dana, SpinCo and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Eaton, including a description of their direct or indirect interest s, by security holdings or otherwise, is set forth in Eaton’s proxy statement for its 2026 Annual General Meeting of Shareholders, which was filed with the SEC on March 13, 2026. Information about the di rectors and executive officers of Dana, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Dana’s proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on March 13, 2026. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect i nterests, by security holdings or otherwise, will be contained in the Form S- 4 and the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the Form 10, Form S-1/S-4, Schedule TO, Form S-4, the prospectus/offer to exchange and the proxy statement/prospectus carefully if and when available before making any voting or investment decisions. You may obtain free copies of these documents from Eaton or Dana using the sources indicated above. No Offer or Solicitation This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or exchange any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or e xchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requi rements of Section 10 of the Securities Act or in a transaction exempt from the registration requirements of the Securities Act. Note Regarding Use of Non-GAAP Financial Measures In addition to the financial measures presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” ), this communication includes certain non-GAAP financial measures (collectively, the “Non-GAAP Measures”), such as adjusted EBITDA, adjusted EBITDA margin, adjusted net income (loss) attributable to the parent company, diluted adjusted EPS, adjusted free cash flow, adjusted free cash flow margin and adjusted unlevered free cash flow. Adjusted EBITDA is a non-GAAP financial measure which we have defined as net income (loss) before interest, income taxes, deprec iation, amortization, equity grant expense, restructuring expense, expenses related to the acquisition of the Eaton Mobility business, non- service cost components of pension and other postretirement benefit costs and other adjustments not related to our core operations (gain/loss on debt extinguishment, pension settlements, divestitures, impairment, etc.). Adjusted EBITDA is a measure of our ability to maintain and continue to invest in our operations and provide shareholder returns. We use adjusted EBITDA in assessing the effectiveness of our business strategies, evaluating and pricing potential acquisitions and as a factor in making incentive compensation decisions. In addition to its use by management, we also believe adjusted EBITDA is a measure w idely used by securities analysts, investors and others to evaluate financial performance of our company relative to other Tier 1 automotive suppliers. Adjusted net income (loss) attributable to the parent company is a non-GAAP financial measure which we have defined as net income (loss) attributable to the parent company, excluding any discrete income tax items, restructuring charges, expenses related to the acquisition of the Eaton Mobility business, amortiz ation expense and other adjustments not related to our core operations (as used in adjusted EBITDA), net of any associated income tax effects. This measure is considered useful for purpose s of providing investors, analysts and other interested parties with an indicator of ongoing financial performance that provides enhanced comparability to net income (loss) attributable to the parent company reported by other companies. Adjusted net income (loss) attributable to the parent company is neither intended to represent nor be an alternative measure to net income (loss) attributable to the parent company reported in accordance with GAAP. Diluted adjusted EPS is a non-GAAP financial measure which we have defined as adjusted net income (loss) attributable to the par ent company divided by adjusted diluted shares. We define adjusted diluted shares as diluted shares as determined in accordance with GAAP based on adjusted net income (loss) attributable to the parent company. This measure is considered useful for purposes of providing investors, analysts and other interested parties with an indicator of ongoing financial performance that p rovides enhanced comparability to EPS reported by other companies. Diluted adjusted EPS is neither intended to represent nor be an alternative measure to diluted EPS reported in acc ordance with GAAP. Adjusted free cash flow is a non-GAAP financial measure which we have defined as net cash provided by (used in) operating activi ties less purchases of property, plant and equipment plus proceeds from sale of property, plant and equipment plus cash paid for Off-Highway business divestiture related activities and cash paid for Eaton Mobility acquisition related activities. We believe adjusted free cash flow is useful to investors in evaluating the operational cash flow of the company inclusive of the s pending required to maintain the operations. Adjusted free cash flow is not intended to represent nor be an alternative to the measure of net cash provided by (used in) operating activities reporte d in accordance with GAAP. Adjusted unlevered free cash flow is also a non-GAAP financial measure, which we have defined as adjusted free cash flow less cash interest, net. These Non-GAAP Measures should not be used in isolation or as a substitute or alternative to results determined in accordance wi th U.S. GAAP. In addition, Dana’s and Eaton’s definitions of these Non-GAAP Measures may not be comparable to similarly titled non-GAAP financial measures reported by other companies. A reconciliation of these Non-GAAP Measures to the most directly comparable financial measures calculated and reported in accordance with U.S. GAAP can be found in Dana’s filings wi th the SEC and/or the accompanying financial information, except for financial guidance, projections and other forward-looking information since such a reconciliation is not practicable without unreasonable effort as Dana is unable to reasonably forecast certain amounts that are necessary for such reconciliation. For example, we have not provided a reconciliation of our adjusted EBITDA outlook to the most comparable GAAP measures of net income (loss). Providing net income (loss) guidance is potentially misleading and not practical given the difficulty of projecting even t-driven transactional and other non-core operating items that are included in net income (loss), including restructuring actions, asset impairments and certain income tax adjustments. The acc ompanying reconciliations of these non-GAAP measures with the most comparable GAAP measures for the historical periods presented are indicative of the reconciliations that will be prepared upon completion of the periods covered by the non- GAAP guidance. Financial Projections Dana does not, as a matter of course, make public any long-term financial projections as to future performance, earnings or other results due to, among other reasons, the uncertainty and inherent unpredictability of the underlying assumptions and estimates. However, Dana’s management does prepare long- term financial projections which it shares annually with the Dana board of directors. In connection with Dana’s preparation for Dana’s Capital Markets Day in March 2026, Dana’s management prepared cer tain non-public, internal financial projections (the “Dana Standalone Projections”) concerning Dana’s anticipated future operations as a standalone business for the fiscal years ending December 31, 2026 through 2030, which were the basis of the long-term financial targets presented during the March 2026 Capital Markets Day. Members of Dana management shared those same long- term projections with the Dana board, Goldman Sachs, and Eaton in the evaluation of the proposed transaction. In addition, in connection with its evaluation of the proposed t ransaction, Dana management prepared certain financial projections (the “Dana Adjusted Mobility Projections” and, together with the Dana Standalone Projections, and certain cost synergies prepared by Dana management in connection with the proposed transaction, the “Projections”) regarding the anticipated future operations on a standalone basis of the Vehicle and eMobility business segments of Eaton (“Eaton Mobility Business”), which were derived primarily from the financial information provided by Eaton to Dana in connection with Dana’s due diligence review of Eat on Mobility and which Dana management recast to correspond to fiscal years ending December 31, 2026 through 2030 and adjusted to reflect Dana management’s assumptions and beliefs at the t ime with respect to the future revenues, operating margins, and standalone costs of operating Eaton Mobility. The Dana Standalone Projections for the fiscal year ending December 31, 2026, w hich were provided to the Dana board and Goldman Sachs, were subsequently modified in connection with Dana management’s change in financial outlook for 2026. The Dana Standalone Projecti ons for the fiscal year ending December 31, 2026 included in this communication reflect such modifications. The Projections are subjective in many respects and, thus, subject to interpretation. Although presented with numeric specifi city, the Projections are forward-looking statements and reflect numerous estimates and assumptions with respect to, among other things, industry performance and competition, general busines s, economic, market and financial conditions and matters specific to Dana’s business and Eaton Mobility, all of which are difficult to predict or may prove to be inaccurate for any numb er of reasons, many of which are beyond Dana’s control. Dana cannot provide any assurance that the assumptions underlying the Projections will be realized. In addition, the Projections r eflect Dana and Eaton Mobility on a standalone basis and cover multiple years and such information by its nature becomes less predictive with each successive year. Therefore, the Projections should not be relied on as necessarily predictive of actual future events nor construed as financial guidance. The Projections should not be considered in isolation from, or as a substitute for, the historical financial statements of Dana or Eaton Mobility. The Projections were not prepared with a view toward public disclosure or compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Projections have been prepared by, and are the responsibility of, Dana management. DANA DOES NOT INTEND TO PUBLICLY UPDATE OR OTHERWISE REVISE THE PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH PROJECTIONS ARE NOT REALIZED.
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© 2026 Dana 3 Craig Barber Senior Director, Investor Relations and Corporate Communications Timothy Kraus ExecutiveVice President and Chief Financial Officer Agenda Byron Foster Chief Executive Officer
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© 2026 Dana 4 Business Overview Strong second-quarter results driven by focused execution Sales of $2 billion Adj. EBITDA of $207 million yielding margin of 10.3%, 270 basis points higher than Q2 2025 Achieved $19 million cost savings in second quarter Year-to-date: $54 million of savings realized On track to realize ~$65 million in 2026, achieving the program savings target of ~$325 million Continuing to offset ~$40 million of stranded costs from the Off-Highway sale Share repurchases restarting Restarting share repurchase program until closing of Eaton Mobility transaction; evaluating the possibility of additional share repurchases post-closing Q2: Repurchased ~1.2 million shares, returning $44 million to shareholders Year-to-date: Repurchased $169 million; planning an additional ~$200 million of repurchases in 2026 Program-to-date: Repurchased $819 million; on track to complete $2 billion authorization in 2029 Eaton Mobility combination progressing Eaton Mobility separation to be structured as “split off” Progress: Customer recognition and new business wins Eaton Mobility Transaction on Track and Share Repurchases Restarted See "Disclaimers" for comments regarding the presentation of non-GAAP measures
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© 2026 Dana 5 Customer Awards
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© 2026 Dana 6 Dana 2030: Aftermarket Growth Update ~$950M ~$350M ~$400M ~$200M ~$400M 2025A 2028 Backlog Additional Backlog CV Market $7,500M ~$200M ~$10,000M Aftermarket Applied Technologies Traditional Product 2025 to 2030 Sales Growth ~$40M in Additional Sales from Top National Retail Chain Distributors New BusinessMulti-DC Expansion SKU Expansion Retail Distribution
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© 2026 Dana 7 Secured Partnership with North America’s Largest Heavy-Duty Truck Parts Program Group 875+ Part Locations 430+ Service Locations VIPAR Agreement Executed: Expands Dana’s Distribution Reach and Market Coverage Across the United States, Canada, Mexico, and Latin America 17,350+ Parts / Service Professionals
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© 2026 Dana 8 Dana 2030: Applied Technologies Growth Update ~$30M in New Sales from Proven, Off-the-Shelf Dana Technologies for Specialized Programs ~$950M ~$350M ~$400M ~$200M ~$400M 2025A 2028 Backlog Additional Backlog CV Market $7,500M ~$200M ~$10,000M Aftermarket Applied Technologies Traditional Product 2025 to 2030 Sales Growth Defense Central Tire Inflation System Front and Rear Axles
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© 2026 Dana 9 Eaton Mobility Transaction Update Mobility A Powerful Strategic and Financial Combination, Which Provides Significant Value for Dana Shareholders Announcing Important Transaction Enhancements 1. Dana will restart buybacks immediately; agreement with Eaton to return capital to shareholders until closing of the transaction – Expecting to repurchase additional ~$200M in shares before December 31, 2026 – Cash payment to Eaton at closing will be increased for the repurchased shares – Evaluating the possibility of continuing repurchases pos- closing 2. Eaton Mobility separation to be structured as split-off – Intended to be tax-free to shareholders – Current Eaton shareholders will have a choice to participate in exchange offer – Provides for orderly distribution of shares to investors interested in Dana
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© 2026 Dana 10 Eaton Mobility Transaction Update Highly strategic combination – Brings together two companies with complementary product portfolios – Creates a focused, scaled powertrain leader, accelerating Dana 2030 plan Expect to achieve at least $250M of run-rate cost synergies within 24 months post-close – Achievable synergy plan leveraging Dana’s strong history of cost savings realizations and successful business integrations Sales synergies expected from strong product fit and combined salesforce Maintains attractive pro forma synergized 2026 net leverage of ~1.4x, inclusive of $200M share buybacks Transaction tracking to close in the first quarter of 2027 Mobility A Powerful Strategic and Financial Combination, Which Provides Significant Value for Dana Shareholders See "Disclaimers" for comments regarding the presentation of non-GAAP measures Key Transaction Elements
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© 2026 Dana 11 Logical Combination of Businesses with Deep Product Complementarity Complete Drivetrain System OfferingComplementary Engine Components
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© 2026 Dana 12 ~$0.8B 24% ~$0.9B 12% Accelerated Aftermarket Expansion Source: Public filings and Dana management estimates as of June 2026. Combination Benefits2026E Combined Aftermarket Sales Offers a comprehensive range of genuine and "all-makes" parts Cross-sell opportunities leveraging combined sales channels and distribution partners Significant growth runway to expand offering and reach High-margin, non-cyclical contributor to profitability Applying Dana 2030 principles to drive customer satisfaction and cost optimization Mobility ~$1.7B 16% +4pp vs. Status Quo Complete Aftermarket Offering Mobility Aftermarket Sales % of Total Sales
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© 2026 Dana 13 Combination Enhances and Accelerates 2030 Objectives Objectives Mobility Traditional Product Growth Broader Scope of Products, e.g., Complete Drivetrain System Aftermarket Growth Accelerated Aftermarket Expansion and Increased Breadth Applied Technologies Growth Further Market Expansion with Complementary Product Set Manufacturing Excellence Accelerated Automation, Efficiency Across Broader Footprint Structural Cost Reduction Application of Best Practices and Strict Cost Discipline 2030 Sales Target of $14-$15 Billion with the Combination Areas of particular strength Areas of particular strength Mobility
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© 2026 Dana 14 At Least $250 Million of Cost Synergies Identified Dana Has Demonstrated Ability to Successfully Deliver Meaningful Cost Reductions Key Opportunities Expected Timing 2027 2028 Duplicative corporate structure and functions IT integration (back-office consolidation, ERP) Consolidation and best-practice adoption Engineering system rationalization; combined e-mobility investment Operational improvements from automation and footprint rationalization; additional overhead reduction Procurement savings via greater scale and optimization Optimized logistics Network optimization and cost rationalization; margin upside from combined footprint Global distribution network for commercial-vehicle aftermarket Realized Synergies ~$75M $250M Total Cash Cost to Achieve ~$200M <2-year payback period Regional / business unit structure optimization Elimination of redundant overhead Total Cost Synergies: $250M Corporate Engineering Manufacturing Purchasing Business Units Aftermarket run-rate synergies after 24 months ~$200M See "Disclaimers" for comments regarding the presentation of non-GAAP measures
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© 2026 Dana 15 Estimated Timeline to Close Transaction TODAY Q2 Transaction Update Target for Public Filing of Merger Registration Statement and Dana Special Meeting Proxy Statement Investor Presentation and Roadshow Target for Special Shareholder Meeting OCT NOV DEC Q1 2027 Target for Transaction Close Mobility On Track to Execute a Transaction that Drives Significant Value Above Dana’s Standalone Trajectory
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© 2026 Dana 16 Financial Review
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© 2026 Dana 17 Higher sales primarily driven by increased pricing, currency translation, backlog and higher demand in key markets Efficiency improvements, pricing, and cost-savings actions drove profit improvement Net interest expense down 59% following debt repayment after the Off-Highway divestiture Higher tax expense in 2026 driven by higher pretax earnings ($ in millions, except EPS) Q2 ‘26 Q2 ‘25 Change Sales $ 2,010 $ 1,935 $ 75 Adjusted EBITDA 207 147 60 Margin 10.3% 7.6% 270 bps EBIT 76 16 60 Interest Expense, Net 17 41 (24) Income Tax Expense 54 10 44 Net Income (loss) (Continuing Operations) 11 (12) 23 Adjusted Net Income 21 4 17 Diluted Adjusted EPS $ 0.19 $ 0.03 $ 0.16 Changes from Prior Year 2026 Q2 Financial Results Increased Sales and Profit Driven by Higher Demand, Pricing, and Currency See "Disclaimers" for comments regarding the presentation of non-GAAP measures
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© 2026 Dana 18 $147M $207M $10M $28M $19M $4M $2M 2025 Vol/Mix Performance Cost Savings Tariff Currency ($3M) Commodities 2026 Strong profit conversion on organic growth due to product mix Operating performance and pricing initiatives drove margin expansion Annualization of cost savings actions drove further improvement Currency was a benefit largely driven by the real and euro Timing of customer commodities recoveries was a modest margin headwind Sales Adjusted EBITDA 10.3% Margin 2026 Q2 Sales and Profit Changes Pricing Actions and Cost Savings Delivering Margin Uplift 4.7% Margin $6M $29M $4M $24M $12M 2025 Vol/Mix Performance $0M Cost Savings Tariff Currency Commodities 2026 $1,935M $2,010M 7.6% Margin See "Disclaimers" for comments regarding the presentation of non-GAAP measures
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© 2026 Dana 19 2026 Q2 Adjusted Free Cash Flow Adjusted free cash flow in 2025 includes cash generated from both continuing and discontinued operations, to align with Off-Highway deal structure One-time costs were lower due to completion of most cost reduction programs Lower net interest due to the timing of interest payments related to debt repayment after Off-Highway sale and lower average borrowings Lower working capital due to favorable accounts payable timing and lower inventory Slightly higher capital spending driven by new-programs and facility investments 1 Includes costs associated with business acquisitions and divestitures and restructuring. 2 Changes in working capital relating to interest, taxes, restructuring, and transaction costs are included in those respective categories. Changes from Prior Year ($ in millions) 2026 2025 Change Adjusted EBITDA Cont. Ops $ 207 $ 147 $ 60 Adjusted EBITDA Disc. Ops 109 (109) One-Time Costs1 (12) (15) 3 Interest, Net 2 (28) 30 Taxes (47) (62) 15 Working Capital / Other2 (28) (107) 79 Capital Spending, Net (54) (51) (3) Adjusted Free Cash Flow $ 68 $ (7) $ 75 Higher Profit and Improved Capital Structure More Than Offset Impact of Discontinued Ops. See "Disclaimers" for comments regarding the presentation of non-GAAP measures
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© 2026 Dana 20 2026 Financial Guide Sales guidance increased due to higher demand for commercial vehicles (CV) Adjusted EBITDA guidance increased by $25 million, driven by higher sales in the CV OE end market Diluted adj. EPS revised lower as higher earnings more than offset by higher D&A and interest expense, and lower equity earnings Adjusted free cash flow consistent with last year, as benefits of the Off-Highway divestiture offset the lower earnings 2026 Guidance Ranges Guidance Increase Driven by Commercial Vehicle Market Demand Guidance Full-Year Outlook Sales ~$7.75B ±$100M Adjusted EBITDA ~$825M ±$25M Implied adjusted EBITDA margin ~10.6% Diluted adjusted EPS ~$2.00 ±$0.25 Adjusted free cash flow ~$325M ±$50M Increased $25M Increased $225M Increased $25M 2026 Currency Assumptions EUR: 1.16 USD/EUR INR: 95.00/USD BRL: 5.25/USD MXN: 18.50/USD THB: 32.25/USD See "Disclaimers" for comments regarding the presentation of non-GAAP measures
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© 2026 Dana 21 ~$5M ~$35M ~$80M ~$95M ~$35M U.S. Union Bonus ~$0M Cost Savings Tariff Currency Commodities $7,500M ~$7,750M 2025 Vol/Mix ~$0M Performance 2026 Target ~$45M ~$125M ~$65M ~$5M ~$5M 2025 Vol/Mix Performance (~$20M) U.S. Union Bonus Cost Savings Tariff Currency (~$10M) Commodities 2026 Target $610M ~$825M Favorable mix on approximately flat volumes driven by sales backlog yielding better margins, and improved aftermarket sales Operating efficiency and pricing actions expected to deliver additional margin growth The third quarter will include a one-time signing bonus of ~$20M related to renewal of U.S. union contracts Remaining cost savings actions to provide further margin improvement Modest tariff profit impact due to timing of recoveries Commodity price increases driving margin headwinds due to timing of recoveries Sales Adjusted EBITDA ~10.6% Margin 2026 Full-Year Sales and Profit Changes Operational Efficiencies, Product Mix, and Cost Actions Drive Margin Expansion 8.1% Margin Includes ~$40m of stranded- cost elimination See "Disclaimers" for comments regarding the presentation of non-GAAP measures
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© 2026 Dana 22 2026 Full-Year Adjusted Free Cash Flow Adjusted free cash flow in 2025 includes cash generated from both continuing and discontinued operations, to align with Off-Highway deal structure Lower one-time costs, net interest, taxes, and working capital of New Dana offset nearly all of the loss of profit from the divested business Higher capital spending driven by timing of new business launches and investments supporting operational improvements and automation We utilized a portion of the proceeds of the Off-Highway sale to buy out certain facility leases. This was excluded from adj. free cash flow, as were the proceeds from the sale Changes from Prior Year ($ in millions) 2026 2025 Change Adjusted EBITDA Cont. Ops $ ~825 $ 610 $ ~215 Adjusted EBITDA Disc. Ops 404 (400) One-Time Costs1 (30) (72) 40 Interest, Net (85) (165) 80 Taxes (115) (177) 60 Working Capital / Other2 55 (13) 70 Capital Spending, Net (325) (256) (70) Adjusted Free Cash Flow $ ~325 $ 331 $ ~(5) Outlook Improved Due to Increased Profit 1 Includes costs associated with business acquisitions and divestitures and restructuring. 2 Changes in working capital relating to interest, taxes, restructuring, and transaction costs are included in those respective categories. See "Disclaimers" for comments regarding the presentation of non-GAAP measures
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© 2026 Dana 23 Creating Value Through Execution and Strategic Transformation Combination Positions Dana as a Leading Global Powertrain Systems Provider Transaction on Track Delivered profitable growth and expanded margins Operational execution driving higher earnings and cash generation Delivered strong free cash flow while strengthening the balance sheet Significant progress toward 2030 growth targets with new business wins Continued Strong Execution Mobility Enhancements Share repurchases restarted Split-off structure Transaction on track Synergy savings identified Expecting closing in Q1 2027 Combination Positions Dana as a Leading Global Powertrain Systems Provider
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© 2026 Dana 24 Q2 Earnings Appendix
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© 2026 Dana 25 $2M $19M $7M $7M $9M $0M $1,335M $1,379M $112M $143M $14M $19M $3M 2025 Vol/Mix Performance* Cost Savings ($3M) Tariff $0M Currency ($2M) Commodities 2026 Sales Adjusted EBITDA 8.4% 2026 Q2 Sales and Profit Change by Segment Light Vehicle Systems $4M $10M $17M $3M $0M ($3M)$600M $631M $47M $68M $14M $3M $7M $2M 2025 ($4M) Vol/Mix Performance* Cost Savings Tariff Currency ($1M) Commodities 2026 Sales Adjusted EBITDA 3.2% Commercial Vehicle Systems 7.8% 10.3% 10.8% See "Disclaimers" for comments regarding the presentation of non-GAAP measures *Corporate cost savings of $13M are allocated to the product groups in performance
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© 2026 Dana 26 Segment Sales Profiles 42% 19% 8% 5% 5% 21% Ford Stellantis N.V. Toyota Renault/Nissan Tata Other Customers 69% 15% 5% 11% North America Europe South America Asia Pacific Regions 39% 31% 21% 9% North America Europe South America Asia Pacific Regions Light Vehicle Systems YTD 6/30/2026 Commercial Vehicle Systems YTD 6/30/2026 16% 12% 12% 5% 4% 51% PACCAR Volkswagen (Traton) Ab Volvo Daimler Ford Other Customers
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© 2026 Dana 27 Segment Data DA NA INCORPORA TED Segment Sales and Adjusted EBITDA (Unaudited) For the Three Months Ended June 30, 2026 and 2025 (In millions) 2026 2025 Sales Light Vehicle 1,379$ 1,335$ Commercial Vehicle 631 600 Total Sales 2,010$ 1,935$ Adjusted EBITDA Light Vehicle 143$ 112$ Commercial Vehicle 68 47 Corporate expense and other items, net (4) (12) Adjusted EBITDA 207$ 147$ Three Months Ended June 30, DA NA INCORPORA TED Segment Sales and Adjusted EBITDA (Unaudited) For the Six Months Ended June 30, 2026 and 2025 (In millions) 2026 2025 Sales Light Vehicle 2,648$ 2,548$ Commercial Vehicle 1,230 1,168 Total Sales 3,878$ 3,716$ Adjusted EBITDA Light Vehicle 255$ 180$ Commercial Vehicle 131 88 Corporate expense and other items, net (8) (28) Adjusted EBITDA 378$ 240$ Six Months Ended June 30,
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© 2026 Dana 28 Segment Data Continued DA NA INCORPORA TED Reconciliation of Earnings (Loss) From Continuing Operations Before Income Taxes to Adjusted EBITDA (Unaudited) For the Three Months Ended June 30, 2026 and 2025 (In millions) 2026 2025 Earnings (loss) from continuing operations before income taxes 59$ (25)$ Adjustments related to continuing operations Interest income (4) (3) Interest expense 21 44 Depreciation 82 89 Amortization 2 3 Non-service cost components of pension and OPEB costs 3 2 Restructuring charges, net 9 11 Stock compensation expense 8 10 Strategic transaction expenses 19 5 Amounts attributable to previously closed/divested operations 1 - Distressed supplier costs 2 - Loss on divestiture of ownership interests - 7 Electric vehicle program termination charges 8 - Foreign exchange gain on unhedged intercompany loans (2) - Other items (1) 4 Adjusted EBITDA 207$ 147$ Three Months Ended June 30, DA NA INCORPORA TED Reconciliation of Earnings (Loss) From Continuing Operations Before Income Taxes to Adjusted EBITDA (Unaudited) For the Six Months Ended June 30, 2026 and 2025 (In millions) 2026 2025 Earnings (loss) from continuing operations before income taxes 55$ (54)$ Adjustments related to continuing operations Loss on extinguishment of debt 7 - Interest income (10) (5) Interest expense 43 83 Depreciation 166 171 Amortization 5 6 Non-service cost components of pension and OPEB costs 4 4 Restructuring charges, net 15 13 Stock compensation expense 19 23 Strategic transaction expenses 20 6 Gain on sale of property, plant and equipment - (1) Supplier capacity charge adjustment - (19) Amounts attributable to previously closed/divested operations 1 - Distressed supplier costs 2 - Loss on divestiture of ownership interests 8 7 Electric vehicle program termination charges 64 - Foreign exchange gain on unhedged intercompany loans (23) - Other items 2 6 Adjusted EBITDA 378$ 240$ Six Months Ended June 30,
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© 2026 Dana 29 Cash Flow DA NA INCORPORA TED Reconciliation of Net Cash Provided by (Used In) Operating Activities to Adjusted Free Cash Flow (Unaudited) (In millions) 2026 2025 Net cash provided by operating activities 109$ 32$ Purchases of property, plant and equipment - Continuing operations (142) (37) Purchases of property, plant and equipment - Discontinued operations (1) (14) Proceeds from sale of property, plant and equipment - Continuing operations 1 - Cash paid for purchase of leased facilities 88 - Cash paid for Off-Highway business divestiture related activities 13 12 Adjusted free cash flow 68$ (7)$ (In millions) 2026 2025 Net cash used in operating activities (86)$ (5)$ Purchases of property, plant and equipment - Continuing operations (204) (104) Purchases of property, plant and equipment - Discontinued operations (1) (22) Proceeds from sale of property, plant and equipment - Continuing operations 2 11 Cash paid for purchase of leased facilities 88 - Cash paid for Off-Highway business divestiture related activities 74 12 Adjusted free cash flow (127)$ (108)$ Three Months Ended June 30, Six Months Ended June 30,
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© 2026 Dana 30 Supplemental Disclosure
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© 2026 Dana 31 Sales ~10.6% Margin Pro Forma Financial Projections 8.1% Margin See "Disclaimers" for comments regarding the presentation of non-GAAP measures Adjusted EBITDA $610 ~$825 ~$950 ~$1,120 ~$1,350 ~$1,500 $466 ~$615 ~$605 ~$675 ~$780 ~$845 10.1% 2025A 13.1% 2026F 14.0% ~$75 2027E 16.2% ~$200 2028E 18.0% ~$250 2029E 18.5% ~$250 2030E $1,076 ~$1,440 ~$1,630 ~$1,995 ~$2,380 ~$2,595 Dana 2030 Synergies Eaton Mobility Margin % Adjusted Unlevered Free Cash Flow $496 ~$410 ~$365 ~$430 ~$615 ~$660 ~$310 ~$580 ~$250 ~$250 ~$575 ~$590 ~$605 6.0% $136 2025A 6.5% 2026F 7.9% ($25) 2027E 9.0% ~$100 2028E 11.0% 2029E 10.8% 2030E $632 ~$720 ~$920 ~$1,105 ~$1,455 ~$1,515 Dana 2030 Synergies Eaton Mobility Margin % ~10.6% Margin Capital Spending $271 ~$325 ~$420 ~$430 ~$415 ~$420 $103 ~$105 ~$105 ~$115 ~$125 ~$135 3.5% 2025A 3.9% 2026F 4.5% 2027E 4.4% 2028E 4.1% 2029E 4.0% 2030E $374 ~$430 ~$525 ~$545 ~$540 ~$555 Dana 2030 Eaton Mobility Margin % $7,500 ~$7,750 ~$8,300 ~$8,800 ~$9,400 ~$10,000 $3,109 ~$3,250 ~$3,325 ~$3,525 ~$3,825 ~$4,000 2025A 2026F 2027E 2028E 2029E 2030E $10,609 ~$11,000 ~$11,625 ~$12,325 ~$13,225 ~$14,000 Dana 2030 Eaton Mobility ($ in millions) ($ in millions) ($ in millions)($ in millions) Off-Highway Included Fully Synergized 2026E Pro Forma Adjusted EBITDA Margin of ~15%