Obbligazione DANA Corporation 5.375% ( US235825AF32 ) in USD

Emittente DANA Corporation
Prezzo di mercato refresh price now   100 USD  ▲ 
Paese  Stati Uniti
Codice isin  US235825AF32 ( in USD )
Tasso d'interesse 5.375% per anno ( pagato 2 volte l'anno)
Scadenza 14/11/2027



Prospetto opuscolo dell'obbligazione Dana Inc US235825AF32 en USD 5.375%, scadenza 14/11/2027


Importo minimo 1 000 USD
Importo totale 400 000 000 USD
Cusip 235825AF3
Standard & Poor's ( S&P ) rating BB ( Non-investment grade speculative )
Moody's rating B1 ( Highly speculative )
Coupon successivo 15/05/2026 ( In 40 giorni )
Descrizione dettagliata Dana Incorporated è un'azienda globale leader nella progettazione, produzione e commercializzazione di sistemi di propulsione e gestione dell'energia per veicoli commerciali e passeggeri, oltre che per attrezzature industriali.

The Obbligazione issued by DANA Corporation ( United States ) , in USD, with the ISIN code US235825AF32, pays a coupon of 5.375% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/11/2027

The Obbligazione issued by DANA Corporation ( United States ) , in USD, with the ISIN code US235825AF32, was rated B1 ( Highly speculative ) by Moody's credit rating agency.

The Obbligazione issued by DANA Corporation ( United States ) , in USD, with the ISIN code US235825AF32, was rated BB ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







Form 424B5
424B5 1 d907110d424b5.htm FORM 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-234507
CALCULATION OF REGISTRATION FEE


Proposed
Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price

Registration Fee(1)
5.375% Senior Notes due 2027

$100,000,000

$12,980


(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 5, 2019)
$100,000,000
Dana Incorporated


5.375% Senior Notes due 2027



We are offering $100,000,000 aggregate principal amount of our 5.375% Senior Notes due 2027 (the "new notes"). The new notes will be issued as additional
notes under the supplemental indenture governing the outstanding 5.375% Senior Notes due 2027, which were issued in an initial aggregate principal amount of
$300,000,000 on November 20, 2019 (the "existing notes" and, together with the new notes, the "notes"). The new notes will have the same CUSIP and ISIN numbers
as, and will be fungible with, the existing notes immediately upon issuance. Interest on the notes is payable on May 15 and November 15 of each year, beginning on
November 15, 2020 for the new notes. The notes will mature on November 15, 2027.
At any time on or after November 15, 2022, we may redeem some or all of the notes at the redemption prices set forth in this prospectus supplement, plus
accrued and unpaid interest. Prior to November 15, 2022, we may redeem some or all of the notes at a price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest, plus a "make-whole" premium. In addition, prior to November 15, 2022, we may redeem up to 35% of original aggregate principal
amount of the notes (which includes additional notes, if any) in an amount not to exceed the amount of the proceeds of certain equity offerings at the redemption price
set forth in this prospectus supplement, plus accrued and unpaid interest. Under certain circumstances, holders of the notes will have the right to require us to
repurchase all or any part of their notes at a repurchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest.
The notes will be our unsecured senior obligations and will rank equally with all of our other unsecured senior indebtedness. The notes will not be initially
guaranteed by any of our subsidiaries. The notes will be effectively subordinated to any of our secured indebtedness, to the extent of the asset value securing such
indebtedness, and to all of the debt and other liabilities of our subsidiaries.
We intend to use the net proceeds from this offering for general corporate purposes. See "Use of Proceeds."


Investing in the notes involves risks. See "Risk Factors" beginning on page S-16.
Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Form 424B5





Per Note
Total

Public Offering Price(1)
100.000%
$ 100,000,000
Underwriting Discount

1.000%
$
1,000,000
Proceeds to Dana Incorporated (before expenses)(1)
99.000%
$ 99,000,000

(1)
Plus accrued interest from May 15, 2020 to, but excluding, the date of delivery for the new notes. On November 15, 2020, the next interest payment date, we
will pay interest on the new notes from May 15, 2020.
The underwriters expect to deliver the notes to purchasers on or about June 23, 2020, only in book-entry form, through the facilities of The Depository
Trust Company.


Joint Book-Running Managers

BMO
BofA
Goldman Sachs &
Citigroup

Barclays

Capital Markets

Securities

Credit Suisse

Co. LLC

J.P. Morgan

Mizuho
RBC Capital
KeyBanc
Citizens
Securities
Markets

Capital Markets

Capital Markets

COMMERZBANK
June 18, 2020
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

About This Prospectus Supplement
S-ii
Use of Non-GAAP Financial Information
S-ii
Where You Can Find More Information
S-iii
Incorporation by Reference
S-iii
Forward-Looking Statements
S-iv
Summary
S-1
Risk Factors
S-16
Use of Proceeds
S-30
Capitalization
S-31
Description of Other Indebtedness
S-32
Description of the Notes
S-36
Certain U.S. Federal Income Tax Considerations
S-84
Underwriting
S-91
Legal Matters
S-97
Experts
S-97
Prospectus

About This Prospectus
1
Dana Incorporated
1
Forward-Looking Statements
2
Risk Factors
3
Use of Proceeds
3
Description of Capital Stock
4
Description of the Debt Securities
5
Description of the Depositary Shares
16
Description of the Warrants
19
Description of the Rights
20
Description of the Purchase Contracts
22
Description of the Units
22
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Form 424B5
Plan of Distribution
23
Legal Matters
26
Experts
26
Where You Can Find More Information
26
Incorporation by Reference
26


We have not, and the underwriters have not, authorized anyone to provide you with any information that is not contained in or incorporated
by reference into this prospectus supplement, the accompanying prospectus and any related free writing prospectus that is required to be filed
with the Securities and Exchange Commission (the "SEC"). We take no responsibility for, and can provide no assurance as to the reliability of,
any other information that others may give you. You should assume that the information contained in or incorporated by reference into this
prospectus supplement, the accompanying prospectus and any such free writing prospectus is accurate only as of the date of the applicable
document. We are not, and the underwriters are not, making an offer to sell these securities in any state or other jurisdiction where the offer and
sale is not permitted.

S-i
Table of Contents
We expect that delivery of the Notes will be made against payment therefor on or about the third business day following the date of confirmation of
orders with respect to the notes (this settlement cycle being referred to as "T+3"). Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the day of pricing will be required, by virtue of the fact that the notes
initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes should
consult their own advisors.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of notes and also
adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into the accompanying prospectus.
The second part is the accompanying prospectus dated November 5, 2019, which gives more general information, some of which may not apply to this
offering.
To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying
prospectus or any document incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on the information in
this prospectus supplement.
USE OF NON-GAAP FINANCIAL INFORMATION
This prospectus supplement includes references to adjusted EBITDA, a non-GAAP financial measure, which we define as net income before interest,
income taxes, depreciation, amortization, equity grant expense, restructuring expense, non-service cost components of pension and other postretirement
benefits (OPEB) costs and other adjustments not related to our core operations (such as gain/loss on debt extinguishment, pension settlements, divestitures,
impairment and the like).
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 widely used by securities analysts, investors
and others to evaluate financial performance of our company relative to other Tier 1 automotive suppliers. Adjusted EBITDA should not be considered a
substitute for earnings before income taxes, net income or other results reported in accordance with U.S. generally accepted accounting principles (GAAP).
In addition, this prospectus supplement includes references to free cash flow, which we define as cash provided by (used in) operating activities less
purchases of property, plant and equipment, and adjusted free cash flow, which we define as cash provided by (used in) operating activities excluding
discretionary pension contributions less purchases of property, plant and equipment. We believe these measures are useful in evaluating our operational
cash flow inclusive of the spending required to maintain the operations. Free cash flow and adjusted 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 under GAAP.
Adjusted EBITDA, free cash flow and adjusted free cash flow differ from financial measures calculated in accordance with GAAP and may not be
comparable to similarly titled measures reported by other companies. Because these are non-GAAP measures, adjusted EBITDA, free cash flow and
adjusted free cash flow should not be considered a substitute for reported results prepared in accordance with GAAP.
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Form 424B5

S-ii
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
As required by the Securities Act of 1933, as amended (the "Securities Act"), we filed a registration statement relating to the securities that may be
offered pursuant to the accompanying prospectus with the SEC. The accompanying prospectus is a part of that registration statement, which includes
additional information.
We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These filings are available to the public on the SEC's website at www.sec.gov. We maintain a website at www.dana.com
where our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports are available
without charge, as soon as reasonably practicable after those reports are filed with or furnished to the SEC. Such requests should be made in writing to the
Corporate Secretary at Dana Incorporated, 3939 Technology Drive, Maumee, Ohio 43537. Information on or accessible through our website does not
constitute part of this prospectus supplement or the accompanying prospectus.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with the SEC, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement, and
information that we file later with the SEC will automatically update and supersede information in this prospectus supplement. The following documents
have been filed by us with the SEC and are incorporated by reference into this prospectus supplement:

· Our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (filed on February 14, 2020), including portions of our Proxy
Statement and Notice of Annual Meeting of Shareholders for the 2020 annual meeting of stockholders (filed on March 12, 2020) to the extent

specifically incorporated by reference therein, but excluding the "Sales, Earnings and Cash Flow Outlook" section in Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations;


· Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2020 (filed on April 30, 2020);

· Our Current Reports on Form 8-K filed on April 8, 2020, April 16, 2020, April 28, 2020 and June 17, 2020 (with the exception of any

information contained in such documents which has been "furnished" under Item 2.02, Item 7.01 and/or Item 9.01 of Form 8-K, which
information is not deemed "filed" and which is not incorporated by reference into this prospectus).
All documents and reports that we file with the SEC (other than any portion of such filings that are furnished under applicable SEC rules rather than
filed) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until the termination of the offering under
this prospectus supplement shall be deemed to be incorporated in this prospectus supplement and the accompanying prospectus by reference. Any statement
contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of
this prospectus supplement and the accompanying prospectus to the extent that a statement contained in or omitted from this prospectus supplement or the
accompanying prospectus, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
this prospectus supplement or the accompanying prospectus.

S-iii
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference include forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995. In addition, we may make other written and oral communications from time to time that
contain such statements. All statements regarding our expected financial position, strategies and growth prospects and general economic conditions we
expect to exist in the future are forward-looking statements. The words "anticipates," "believes," "feels," "expects," "estimates," "seeks," "strives,"
"plans," "intends," "outlook," "forecast," "position," "target," "mission," "assume," "achievable," "potential," "strategy," "goal," "aspiration," "outcome,"
"continue," "remain," "maintain," "trend," "objective" and variations of such words and similar expressions, or future or conditional verbs such as "will,"
"would," "should," "could," "might," "can," "may" or similar expressions, as they relate to us or our management, are intended to identify forward-looking
statements.
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Form 424B5
We caution that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. A forward-
looking statement speaks only as of the date the statement is made, and we do not undertake to update forward-looking statements to reflect facts,
circumstances, assumptions or events that occur after the date the forward-looking statements are made. Actual results could differ materially from those
anticipated in forward-looking statements and future results could differ materially from historical performance. Among other factors, the risk factors
mentioned elsewhere in this prospectus supplement or previously disclosed in our reports filed with the SEC could cause actual results to differ materially
from forward-looking statements and from historical performance. We do not have any intention or obligation to update forward-looking statements after
we distribute the prospectus or any prospectus supplement.
All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to above. New risks and uncertainties arise from time to time, and it is impossible for us to predict these
events or how they may affect us. We assume no obligation to update any forward-looking statements as a result of new information, future events or
developments, except as required by federal securities laws. In addition, it is our policy generally not to make any specific projections as to future earnings,
and we do not endorse any projections regarding future performance that may be made by third parties.
In this prospectus supplement, the terms "Dana," "we," "us" and "our" refer to Dana Incorporated, unless otherwise indicated or the context requires
otherwise.

S-iv
Table of Contents
SUMMARY
This summary highlights selected information contained elsewhere or incorporated by reference into this prospectus supplement and the
accompanying prospectus. This summary does not contain all the information that you should consider before investing in the notes. You should read
the entire prospectus supplement and the accompanying prospectus carefully, including the "Risk Factors" section, the "Description of the Notes"
section and the financial statements and related notes included or incorporated by reference into this prospectus supplement and the accompanying
prospectus.
Dana Incorporated
Dana Incorporated ("Dana") is headquartered in Maumee, Ohio, and was incorporated in Delaware in 2007. We are a global provider of high-
technology products to virtually every major vehicle manufacturer in the world. We also serve the stationary industrial market. Our technologies
include drive systems (axles, driveshafts, transmissions, and wheel and track drives); motion systems (winches, slew drives, and hub drives);
electrodynamic technologies (motors, inverters, software and control systems, battery-management systems, and fuel cell plates); sealing solutions
(gaskets, seals, cam covers, and oil pan modules); thermal-management technologies (transmission and engine oil cooling, battery and electronics
cooling, charge air cooling, and thermal-acoustical protective shielding); and digital solutions (active and passive system controls and descriptive and
predictive analytics). We serve our global light vehicle, medium/heavy vehicle and off-highway markets through four business units--Light Vehicle
Drive Systems ("Light Vehicle"), Commercial Vehicle Drive and Motion Systems ("Commercial Vehicle"), Off-Highway Drive and Motion Systems
("Off-Highway") and Power Technologies, which is the center of excellence for sealing and thermal-management technologies that span all customers
in our on-highway and off-highway markets. We have a diverse customer base and geographic footprint, which minimizes our exposure to individual
market and segment declines. At March 31, 2020, we employed approximately 31,700 people, operated in 34 countries and had 149 major facilities
housing manufacturing and distribution operations, service and assembly operations, technical and engineering centers and administrative offices.
We are committed to continuing to diversify our product offerings, customer base and geographic footprint and minimizing our exposure to
individual market and segment declines. In the first three months of 2020, 51% of our revenue came from North American operations and 49% from
operations throughout the rest of the world. Light vehicle products accounted for 42% of our global revenues, with commercial vehicle products
representing 17%, off-highway products representing 28% and power technology products representing 13%.
We maintain administrative and operational organizations in North America, Europe, South America and Asia Pacific to support the operational
requirements of our operating segments, assist with the management of affiliate relations and facilitate financial and statutory reporting and tax
compliance on a worldwide basis.
We have thousands of customers around the world and have developed long-standing business relationships with many of them. Our Light
Vehicle and Power Technologies segments primarily support light vehicle original equipment manufacturers ("OEM") with products for light trucks,
SUVs, CUVs, vans and passenger cars. Our Commercial Vehicle segment supports the OEMs of on-highway commercial vehicles (primarily trucks
and buses), while our Off-Highway segment supports OEMs of off-highway vehicles and stationary industrial equipment (primarily construction,
mining and agricultural applications).
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Form 424B5
We are largely dependent on light vehicle, medium- and heavy-duty vehicle and off-highway OEM customers. Ford Motor Company ("Ford")
and Fiat Chrysler Automobiles ("FCA") were the only individual customers accounting for 10% or more of our consolidated sales in 2019. As a
percentage of total sales from

S-1
Table of Contents
operations, our sales to Ford were approximately 20% in 2019, 20% in 2018 and 22% in 2017, and our sales to FCA (via a directed supply
relationship), our second largest customer, were approximately 11% in 2019, 11% in 2018 and 9% in 2017. PACCAR Inc, Toyota Motor Company
and Volkswagen AG were our third, fourth and fifth largest customers, respectively, in 2019. Our 10 largest customers collectively accounted for
approximately 55% of our sales in 2019.
Products
Since our introduction of the automotive universal joint in 1904, we have been focused on technological innovation. Our objective is to be an
essential partner to our customers and we remain highly focused on offering superior product quality, technologically advanced products, world-class
service and competitive prices. To enhance quality and reduce costs, we use statistical process control, cellular manufacturing, flexible regional
production and assembly, global sourcing and extensive employee training.
We engage in ongoing engineering and research and development activities to improve the reliability, performance and cost-effectiveness of our
existing products and to design and develop innovative products that meet customer requirements for new applications. We are integrating related
operations to create a more innovative environment, speed product development, maximize efficiency and improve communication and information
sharing among our research and development operations. Our research and development activities continue to improve customer value. For all of our
markets, this means drivelines with higher torque capacity, reduced weight and improved efficiency. End-use customers benefit by having vehicles
with better fuel economy and reduced cost of ownership. We are also developing a number of power technologies products for vehicular and other
applications that will assist fuel cell, battery and hybrid vehicle manufacturers in making their technologies commercially viable in mass production.
We have aligned our organization around four operating business segments: Light Vehicle, Commercial Vehicle, Off-Highway and Power
Technologies.

Percent of
consolidated sales for the
three months ended
Segment

March 31, 2020

Products

Market
Light Vehicle
42%
Front drive steer rigid axles, rear drive rigid axles, front and rear Light vehicle
drive units, driveshafts and propshafts, AWD systems, power
transfer units, electromechanical propulsion systems, EV

gearboxes and differentials

Commercial Vehicle
17%
Steer axles, drive axles, driveshafts, tire inflation systems, high
Medium/heavy
voltage motors and inverters, low voltage motors and inverters,
vehicle

vehicle integration services and connected software solutions

Off-Highway
28%
Front and rear axles, driveshafts, transmissions, torque
Off-highway
converters, wheel, track and winch planetary drives, industrial
gear boxes, custom gears and shifting solutions, tire inflation
systems, electronic controls, hydraulic valves, pumps and

motors, EV motors and inverters

Power Technologies
13%
Gaskets, cover modules, heat shields, engine sealing systems,
Light vehicle,
cooling and heat transfer products
medium/heavy
vehicle and


off-highway

S-2
Table of Contents
Competition
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Form 424B5
Within each of our markets, we compete with a variety of independent suppliers and distributors, as well as with the in-house operations of
certain OEMs. With a focus on product innovation, we differentiate ourselves through efficiency and performance, reliability, materials and processes,
sustainability and product extension.
Light vehicle market--The principal Light Vehicle competitors include ZF Friedrichshafen AG ("ZF Group"), GKN plc ("GKN"), American
Axle & Manufacturing Holdings, Inc. ("American Axle"), Magna International Inc., Nidec Corporation, Wanxiang Group Corporation, IFA
ROTORION Holding GmbH, TREMEC Corporation and certain vertically integrated OEM operations.
Commercial vehicle market--Our principal Commercial Vehicle competitors include Meritor, Inc., American Axle, Hendrickson (a subsidiary
of the Boler Company), BorgWarner Inc., Bosch, Cummins Inc., Jing-Jin Electric, Klein Products Inc., Nidec Corporation, Tirsan Kardan, Siemens,
Allison Transmission, WEG, Danfross, ZF Group and certain vertically integrated OEM operations.
Off-highway market--Our major competitors in the Off-Highway segment include Carraro Group, ZF Group, Kessler + Co., Comer Industries,
Bonfiglioli, Reggiana Riduttori, Nidec Corporation, Sew-Eurodrive, Siemens, Walterscheid GmbH, Bosch Rexroth AG, Danfoss and certain
vertically integrated OEM operations.
Our principal Power Technologies competitors in the light vehicle, commercial vehicle and off-highway markets include ElringKlinger AG,
Tenneco Inc., Freudenberg NOK Group, MAHLE GmbH, Modine Manufacturing Company, Valeo Group, YinLun Co., LTD and Denso Corporation.
Business Strategy
Operational and Strategic Initiatives
Our enterprise strategy builds on our strong technology foundation and leverages our resources across the organization while driving a customer
centric focus, expanding our global markets, and delivering innovative solutions as we evolve into the era of vehicle electrification.
Central to our strategy is leveraging our core operations. This foundational element enables us to infuse strong operational disciplines
throughout the strategy, making it practical, actionable, and effective. It enables us to capitalize on being a major drive systems supplier across all
three end-mobility markets. We are achieving improved profitability by actively seeking synergies across our engineering, purchasing, and
manufacturing base. We have strengthened the portfolio by acquiring critical assets; and we are utilizing our physical and intellectual capital to
amplify innovation across the enterprise. Leveraging these core elements can further expand the cost efficiencies of our common technologies and
deliver a sustainable competitive advantage for Dana.
Driving customer centricity continues to be at the heart of who we are. Putting our customers at the center of our value system is firmly
embedded in our culture and is driving growth by focusing on customer relationships and providing value to our customers. These relationships are
strengthened as we are physically where we need to be in order to provide unparalleled service and we are prioritizing our customers' needs as we
engineer solutions that differentiate their products, while making it easier to do business with Dana by digitizing their experience. Our customer
centric focus has uniquely positioned us to win more than our fair share of new business and capitalize on future customer outsourcing initiatives.
We continue to enhance and expand our global footprint, optimizing it to capture growth across all of our end markets. Expanding global
markets means utilizing our global capabilities and presence to further penetrate

S-3
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growth markets, focusing on Asia due to its position as the largest mobility market in the world with the highest market growth rate and its lead in the
adoption of new energy vehicles. We are investing across various avenues to increase our presence in Asia Pacific by forging new partnerships,
expanding inorganically, and growing organically. We continue to operate in this region through wholly owned subsidiaries and joint ventures with
local market partners. We have recently made acquisitions that have augmented our footprint in the region, specifically in India and China. All the
while, we have been making meaningful organic investments to grow with existing and new customers, primarily in Thailand, India, and China.
These added capabilities have enabled us to target the domestic Asia Pacific markets and utilize the capacity for export to other global markets.
Delivering innovative solutions enables us to capitalize on market growth trends as we evolve our core technology capabilities. We are also
focused on enhancing our physical products with digital content to provide smart systems and we see an opportunity to become a digital systems
provider by delivering software as a service to our traditional end customers. This focus on delivering solutions based on our core technology is
leading to new business wins and increasing our content per vehicle. We have made significant investments--both organically and inorganically--
allowing us to move to the next phase, which is to Lead electric propulsion.
Over the past year we have achieved our goal to accelerate hybridization and electrification through both core Dana technologies and targeted
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strategic acquisitions and are positioned today to lead the market. The four recent acquisitions of electrodynamic expertise and technologies combined
with Dana's longstanding mechatronics capabilities has allowed us to develop and deliver fully integrated e-Propulsion systems that are power-dense
and achieve optimal efficiency through the integration of the components that we offer due to our mechatronics capabilities. With recent electric
vehicle program awards, we are well on our way to achieving our growth objectives in this emerging market.
The development and implementation of our enterprise strategy is positioning Dana to grow profitably due to increased customer focus as we
leverage our core capabilities, expand into new markets, develop and commercialize new technologies including for hybrid and electric vehicles.
Capital Structure Initiatives
In addition to investing in our business, we plan to continue prioritizing the allocation of capital to reduce debt and maintain a strong financial
position. In January 2018, we announced our intention to drive toward investment grade metrics as part of a balanced approach to our capital
allocation priorities and our goal of further strengthening our balance sheet.
Shareholder return actions--When evaluating capital structure initiatives, we balance our growth opportunities and shareholder value
initiatives with maintaining a strong balance sheet and access to capital. Our strong financial position has enabled us to simplify our capital structure
while providing returns to our shareholders in the form of cash dividends and a reduction in the number of shares outstanding. Our Board of Directors
authorized a $200 million share repurchase program effective in 2018 which expires at the end of 2021. Through March 31, 2020, we have used cash
of $50 million to repurchase common shares under the program. We declared and paid quarterly common stock dividends for thirty-three consecutive
quarters. In response to the global COVID-19 pandemic, we have temporarily suspended the declaration and payment of dividends to common
shareholders and the repurchase of common stock under our existing common stock share repurchase program.
Financing actions--We have taken advantage of the lower interest rate environment to complete refinancing transactions that resulted in lower
effective interest rates while extending maturities. In April 2017, Dana Financing Luxembourg S.à r.l., a wholly-owned indirect subsidiary of Dana
Incorporated, completed its offering of $400 million in aggregate principal amount of its 5.750% Senior Notes due 2025 (the "2025 Notes").

S-4
Table of Contents
In August 2017, we also entered into a $275 million senior secured term loan facility (the "Term A Facility"). The proceeds of the 2025 Notes and the
Term A Facility were used to repay higher cost international debt and to complete the repayment of $450 million in aggregate principal amount of our
5.375% Senior Notes due 2021. During 2019, we amended our credit and guaranty agreement to (i) add a new term loan B tranche in the amount of
$450 million (the "Term B Facility" and, together with the Term A Facility, the "Term Facilities") and (ii) increase the existing Term A Facility by
$225 million. These additional borrowings were used to fund the Oerlikon Drive Systems acquisition. We also upsized our revolving credit facility
(the "Revolving Facility" and, together with the Term Facilities, the "Senior Facilities") to $1,000 million and extended the Revolving Facility and
Term A Facility maturities by two years. During 2019, we terminated one of our U.S. defined benefit pension plans, settling approximately
$165 million of previously unfunded pension obligations and eliminating future funding risk associated with interest rate and other market
developments. In November 2019, we completed an offering of $300 million in aggregate principal amount of our 5.375% Senior Notes due 2027 (the
"2027 Notes"). The proceeds of the 2027 Notes were used to repurchase or redeem all of our 6.000% Senior Notes due 2023. In response to the global
COVID-19 pandemic, in April 2020, we amended our Senior Facilities and entered into a $500 million bridge facility (the "Bridge Facility"). In June
2020, we expect to complete an offering of $400 million in aggregate principal amount of our 5.625% Senior Notes due 2028 (the "2028 Notes"). The
proceeds of the 2028 Notes will be used (i) to repay $100 million under our Revolving Facility and (ii) for general corporate purposes. The Bridge
Facility will be terminated in connection with the closing of the offering of our 2028 Notes. See "Description of Other Indebtedness."
Other Initiatives
Aftermarket opportunities--We have a global group dedicated to identifying and developing aftermarket growth opportunities that leverage the
capabilities within our existing businesses--targeting increased future aftermarket sales. Powered by recognized brands such as Dana®, Spicer®,
Victor Reinz®, AlbarusTM, BreviniTM, PIVTM, Fairfield®, Glaser®, GrazianoTM, GWB®, Spicer SelectTM, ThompsonTM, Tru-Cool®, and TransejesTM,
Dana delivers a broad range of aftermarket solutions--including genuine, all-makes, and value lines--servicing passenger car, commercial vehicle,
off-highway equipment and industrial applications across the globe.
Selective acquisitions--Although transformational opportunities like the GKN plc driveline business transaction that we pursued in 2018 will
be considered when strategically and economically attractive, our acquisition focus is principally directed at "bolt-on" or adjacent acquisition
opportunities that have a strategic fit with our existing core businesses, particularly opportunities that support our enterprise strategy and enhance the
value proposition of our product offerings. Any potential acquisition will be evaluated in the same manner we currently consider customer program
opportunities and other uses of capital--with a disciplined financial approach designed to ensure profitable growth and increased shareholder value.
Competitive Strengths
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Form 424B5
We believe that we benefit from the following competitive strengths:
Strong Market Position. We have strong market positions and brand recognition in our core businesses. In our Light Vehicle, Commercial
Vehicle and Off-Highway businesses, we are a leading global supplier of driveline axles and driveshafts, with our off-highway products also
including transmissions. Our Power Technologies business is a leading supplier of sealing and thermal products.
Market Diversity. Our participation in multiple markets serves to mitigate the exposure to adverse factors specific to a single market and the
potential impact associated with economic cycles. Our diverse revenue base provides increased opportunities for growth and expansion. For 2019, our
sales by operating segment were: Light Vehicle ­ 42%, Commercial Vehicle ­ 19%, Off-Highway ­ 27% and Power Technologies ­ 12%.

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Global Diversity. With operations in 34 countries, we have a strong global footprint that we will leverage to drive our international growth
initiatives. For 2019, our sales by region were: North America ­ 52%, Europe ­ 30%, South America ­ 6% and Asia Pacific ­ 12%.
Customer Diversity. We have thousands of customers around the world providing a strong base for new product opportunities and global
expansion. Ford and FCA were the only individual customers accounting for 10% or more of our consolidated sales in 2019. As a percentage of total
sales from operations, our sales to Ford were approximately 20% in 2019, 20% in 2018 and 22% in 2017, and our sales to FCA (via a directed supply
relationship), our second largest customer, were approximately 11% in 2019, 11% in 2018 and 9% in 2017. PACCAR Inc, Toyota Motor Company
and Volkswagen AG were our third, fourth and fifth largest customers, respectively, in 2019. Our 10 largest customers collectively accounted for
approximately 55% of our sales in 2019.
Quality Products and Service. Our advanced design and engineering capabilities enable us to provide our customers with innovative and
proprietary products. Additionally, our operations are focused on providing quality products and on-time delivery. We have been awarded new and
replacement business which has resulted in a sales backlog of approximately $700 million over the 2020­2022 period, further evidencing the appeal
of our products and services to customers.
Strong Leadership Team. Our management team has been re-built and enhanced over the past five years--adding strong talent with significant
experience in all key functional disciplines, markets and regions. We have a proven team that has successfully re-shaped the Company while
delivering on results and objectives.
Recent Developments
The global novel coronavirus disease (COVID-19) pandemic has had, and is expected to continue to have, an adverse effect on our business,
results of operations, cash flows and financial condition. The global COVID-19 pandemic has negatively impacted the global economy, disrupted our
operations as well as those of our customers, suppliers and the global supply chains in which we participate, and created significant volatility and
disruption of financial markets. The extent of the impact of the COVID-19 pandemic on our business and financial performance, including our ability
to execute our near-term and long-term operational, strategic and capital structure initiatives, will depend on future developments, including the
duration and severity of the pandemic, which are uncertain and cannot be predicted.
The Company's response to the global COVID-19 pandemic has been measured, swift and decisive with an emphasis on health and safety, cash
conservation and enhancing liquidity. Our top priority is the health and safety of our employees, their families, our customers, and our communities.
We have implemented protocols throughout our global footprint to ensure their health and safety including, but not limited to: temporarily closing a
significant number of our facilities; restricting access to and enhancing cleaning and disinfecting protocols of those facilities that continue to operate;
use of personal protection equipment; adhering to social distancing guidelines; instituting remote work; and restricting travel.
In response to the rapid dissipation of customer demand, the Company has taken actions to conserve cash by flexing its conversion costs across
its global manufacturing, assembly and distribution facilities and aggressively reducing its cost base and eliminating discretionary spending at its
technical centers and administrative offices. Cost flex activities at our operating facilities has included reduction of material orders, flexing labor costs,
halting non-production spending and delaying capital spending where and when appropriate. Cost reduction activities at our technical centers and
administrative offices has included 20% reduction in salaried employee wages, 20% reduction in board of director remuneration, 50% reduction in the
Chief Executive Officer's

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Form 424B5
compensation, elimination of cash incentive compensation, a moratorium on travel and entertainment expenditures and delaying capital spending and
investment in research and development activities where and when appropriate. The Company is also temporarily suspending the declaration and
payment of dividends to common shareholders and temporarily suspending the repurchase of common stock under its existing common stock share
repurchase program. In addition, the Company is taking advantage of various government programs and subsidies in the countries in which it
operates, including certain provisions of the Coronavirus Aid, Relief and Economic Security (CARES) Act.
As of March 31, 2020, we had total liquidity of $1,325 million including cash and cash equivalents (less deposits), marketable securities and
availability from our Revolving Facility. Also, the Company has no meaningful debt maturities before 2024. On April 16, 2020, we further enhanced
our liquidity position by entering the Bridge Facility. The Bridge Facility has a 364-day term and is intended to provide access to additional liquidity
should the Company need it and can be terminated at the Company's option at any time. The Bridge Facility will be terminated in connection with the
closing of the offering for the 2028 Notes.
In April 2020 and May 2020, our sales were down approximately 75% and 55%, respectively, compared to same periods last year due to
widespread customer shutdowns due to the COVID-19 pandemic. Additionally, customer production ramp-up was slightly slower than expected in
May 2020. We expect that our sales in the second quarter of 2020 will be approximately $1 billion, slightly lower than breakeven adjusted EBIDTA,
and a slightly higher sequential use of adjusted free cash flow. These preliminary financial results and key performance metrics are subject to
completion of our customary quarterly closing and review procedures, which have not yet been completed as of the date of this prospectus
supplement.
As we continue to manage through the unprecedented disruption in our markets and associated economic uncertainty resulting from the global
COVID-19 pandemic, we will continue to respond in a measured, swift and decisive manner with continued emphasis on health and safety, cash
conservation and maintenance of our liquidity position.

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Organizational Structure
The following chart summarizes our corporate structure as of March 31, 2020 after giving effect to the issuance of the notes and the 2028 Notes:


(1) The Senior Facilities are guaranteed, subject to certain exceptions, by all of the Company's domestic subsidiaries other than Dana Credit
Corporation and its subsidiaries.
(2) As of March 31, 2020, we had outstanding borrowings of $300 million under the Revolving Facility and had utilized $21 million for letters of
credit. As of March 31, 2020, after giving effect to the use of a portion of the proceeds of the offering of the 2028 Notes to repay $100 million in
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Document Outline