Dana Incorporated · NYSE:DAN

Dana — Merger or Acquisition (March 2018)

101 slides from Dana's merger presentation, Mar 13, 2018

  1. Slide 1: Dana

    DANA Peepple Finding of Dieter Way?

  2. Slide 2: Important Information for Investors and Stockholders

    Important Information for Investors and Stockholders This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction between Dana and GKN, an entity to be formed for th

  3. Slide 3: The Dana Leadership Team

    The Dana Leadership Team Jim Kamsickas President, Chief Executive Officer Jonathan Collins Executive Vice President, Chief Financial Officer Finance Craig Price Senior Vice President Purchasing Dwayne Matthews President, Power Technologies Mark Wallace Executive Vice President, President, Commercial

  4. Slide 4: © Dana 2018

    © Dana 2018 4

  5. Slide 5: Snapshot

    © Dana 2018 $ 2017 sales: $7.2 billion 139 major facilities 33 countries on 6 continents With customers in 140+ countries 22 Technical Centers ~30,000 people Based in Maumee, Ohio, USA Founded in 1904 Snapshot

  6. Slide 6: Our Vision

    © Dana 2018 To be the technology leader in efficient power conveyance and energy-management solutions that enable our customers to achieve their sustainability objectives Our Vision

  7. Slide 7: Our Mission

    © Dana 2018 Our talented people power a customer-centric organization that is continuously improving the performance and efficiency of vehicles and machines around the globe We will consistently deliver superior products and service to our customers and will generate exceptional value for our shareh

  8. Slide 8: Our Core Values

    © Dana 2018 Honesty and Integrity Good Corporate Citizenship Continuous Improvement Open Communication Our Core Values

  9. Slide 9: Core Technologies, End Markets and Business Units

    Thermal Management Sealing Solutions Driveline Technologies Core Technologies End Markets Business Units Off-Highway Drive and Motion 21% Light Vehicle Driveline 44% Commercial Vehicle Driveline 20% Power Technologies 15% Motion Technologies Vehicle Driveline: Axles, driveshafts, transmissions, hydr

  10. Slide 10: Customer Breadth

    Brilliance Jinbei Customer Breadth

  11. Slide 11: Industry Recognitions

    Excellence in Innovation Top Powertrain Supplier PACE Award Finalist Outstanding Supplier Most Valuable Brand Design & Development Top Value Add / Engineering Innovation Award Sustainability Award Supplier Quality Excellence Industry Recognitions

  12. Slide 12: Key Vehicle Programs

    Ford F250-F450 Super Duty Sany 5T Wheel Loader GM Colorado/Canyon Dynapac Compactor JLG Skytrak Mercedes-Benz GLC Deutz 6-7 AG Tractor Ford Medium Duty Trucks Nissan Titan Jeep Wrangler Audi Q5 MAN VW Constellation Truck Bahrat Benz Medium Duty Jaguar F-Pace Toyota Hilux Ford Global Ranger Select Ke

  13. Slide 13: Key Platforms Recognitions

    Six of Ward’s 2017 Ten Best Engines 2017 North American Truck of the Year 2017 North American Utility Vehicle of the Year 2017 Motor Trend Truck of the Year Key Platforms Recognitions

  14. Slide 14: Product Overview

    Product Overview Engine Transmission Driveshaft Engine Seals & Gaskets Battery Cooling Electronics Cooling Engine Cooling Transmission Sealing & Cooling Active Warm Up Transmissions Hydrostatic Hydrodynamic Hydromechanical Variable Continuously Variable Planetary Aluminum Driveshafts Steel Driveshaf

  15. Slide 15: The Dana Brand Family

    The Dana Brand Family Driveline Technologies Sealing Solutions Thermal Management Digital Services Intelligent Load Monitoring Tire Analytics OpTiMa™ Motion Technologies

  16. Slide 16: Commercial and Regional Diversity

    Commercial and Regional Diversity Commercial Presence Regional Presence Note: Includes 100% DDAC; Figures shown as % of 2017 Sales. 1Includes sales to Hyundai Mobis that support FCA vehicles.

  17. Slide 17: Market Participation

    Light Vehicle Mobility Market Participation Commercial Vehicles Off-Highway US Housing Starts 2014–’18E CAGR: 7% Construction / Agriculture Remains Below Trend with Late-Cycle Upside Ongoing Recovery and Stability in Heavy Truck Market ACT Outlook for North America (Units in 000s) Shift in Vehicle B

  18. Slide 18: Dana Global Manufacturing Footprint

    Dana Global Manufacturing Footprint North America Europe CORP CV LV OH PT Tech Center (stand-alone only) South America Asia AUS / NZ South Africa MI WI IL IN OH PA WV NY Canada TO 1 Includes 100% DDAC; Figures shown as % of 2017 Sales. OH Sales by Region(1) Facility Breakdown LV CV PT Corp

  19. Slide 19: Key Investment Highlights

    © Dana 2018 Key Investment Highlights

  20. Slide 20: Dana Investment Highlights

    Dana Investment Highlights Global Presence 1 Cycle Positioning 5 Broad Customer Base 2 Solid Balance Sheet 7 Expanding Margins & Cash Flow 6 Relevant Technology Portfolio 3 Strong Sales Backlog 4 Clear Investment Priorities 8

  21. Slide 21: Global Presence

    Global Presence Represents a competitive advantage in each end market served 1 Regional demand fluctuations balanced through capacity utilization Existing footprint leveraged to capitalize on growth opportunities Technology utilized across multiple end markets Global supply chain integrated to drive

  22. Slide 22: Broad Customer Base

    Broad Customer Base No customer is >20% of sales and cross-end-market commercial synergies exist 2 Group represents more than 50% of our global sales We supply each in every region of the world Represents all three of our end markets Served by at least two of our four business units Select Customers

  23. Slide 23: Relevant Technology Portfolio

    Relevant Technology Portfolio 3 Products are differentiated through proprietary technology Consistent and efficient R&D spend of ~3% reflects commitment to innovation Vast intellectual property assets with 4,000 active patent cases Investment is leveraged across three end markets Key Technologies

  24. Slide 24: Strong Sales Backlog

    Strong Sales Backlog 4 Current sales backlog of $800M is balanced commercially and regionally Virtually all existing programs secured through the end of the decade Large portion of backlog driven by new programs and products from new vehicles and technology Backlog calculation is booked new business

  25. Slide 25: Cycle Positioning

    5 Cycle Positioning Positioned to benefit from recovery in global commercial and off-highway end markets Light Vehicle Commercial Vehicle Off Highway Market Historical Trend 2017 to 2020 2009 to 2020 North America (Full Frame Truck) Europe South America Asia Pacific 0% CAGR Market Historical Trend 2

  26. Slide 26: Expanding Margins and Cashflow

    Expanding Margins and Cashflow 6 Margin expansion of ~200 bps in earnings and ~260bps in cash flow 12.8% Adj. EBITDA Margin & FCF Progression 10.8% End market demand changes have had a significant impact to top line and margins Backlog to convert at accretive margins due to fixed cost leverage Lever

  27. Slide 27: Strong Balance Sheet

    6 $ in Millions 12/31/2017 Total Debt(1) $1,821 Cash 643 Net Debt $1,178 LTM EBITDA $835 Net Leverage 1.4x Revolver Capacity $578 Total Liquidity $1,221 Credit Metrics and Debt Maturity Cash Flow Revolver (Not Drawn) $600 7 Prudent balance sheet management resulting in very strong credit metrics pro

  28. Slide 28: Clear Investment Priorities

    Clear Investment Priorities 8 Organic Growth Inorganic Growth 1 2 Cash Repatriation 4 Capital Structure 3 Investing to deliver backlog generates attractive returns Targeting consistent capital spend levels at ~4% of sales Selectively expand product technology Enhance geographic presence Reduce debt

  29. Slide 29: Enterprise Strategy

    Enterprise Strategy

  30. Slide 30: Overdrive: Strengthen the Core

    SI OVERDRIVE ))) S Strengthen Customer the Core » Operational Excellence fanlelenaicesiing » Design & E1 » Manufact >>>) iii: © Dana 2018 30

  31. Slide 31: Leverage the Core

    Increase sharing of resources across business units Unlock value by leveraging core capabilities, technology, assets and people across the enterprise Operating model emphasizes shared enterprise functions Acquisitions have amplified benefits of leveraging our core Leverage the Core Source: Customer

  32. Slide 32: Proven M&A Capabilities Recognized by Investors

    February 2016 Transaction Value: $20mm December 2016 Transaction Value: $85mm EV / EBITDA: 5.0 – 6.0x February 2017 Transaction Value: ~$350mm EV / EBITDA Pre-Synergies: 11.5 – 12.0x Synergies: ~$30mm EV / EBITDA Post-Synergies: ~6.0x March 2017 Transaction Value: $100mm EV / EBITDA: ~5.0x Recent M&

  33. Slide 33: Leverage the Core

    Light Vehicle Commercial Vehicle Off-Highway 3 2 1 4 6 5 Mining Constr. Agri. Other 7 8 COMPETITORS Power Technologies Mining Constr. Agri. Other 3 2 1 6 5 4 7 8 Dana’s Sealing and Thermal Products Reach Across All Mobility Segments… 7 8 Dana Is the Only Driveline Supplier Across All Vehicle Classes

  34. Slide 34: Dana Aftermarket Portfolio

    Dana Aftermarket Portfolio DANA. a VICTOR REINZ TRU-COOL QS SPICER a. THOMPSON: a QS —_—_ GLASER A Dana Brand Ere S&S es =>, TRANSESES) ° © Dana 2018

  35. Slide 35: Positioned for OEM Outsourcing Initiatives

    Market and technology trends driving increased outsourcing initiatives Flexible manufacturing to support higher content Leverage core capabilities to win new business Positioned for OEM Outsourcing Initiatives Select Examples

  36. Slide 36: Dana AdvanTEK axles

    a a Dana® AdvanTEK® independent front and solid rear pea a axles with optional electronic-locking rear axle gach and dep: jement System yarturé) © Dana 2018 36

  37. Slide 37: Recognized Global Brands

    Recognized Global Brands S&S © Dana 2018 37

  38. Slide 38: Major New Program Wins

    Commercial Vehicle Off-Highway Light Vehicle TE14 powershift transmission Dana Smart-suite system for monitoring and control Production anticipated 1st half of 2018 2019 Silverado Class 4 medium duty Class 5 medium duty Production anticipated late 2018 Dana will supply: Front and rear axles Propshaf

  39. Slide 39: Expand Global Markets

    Investing to optimize global footprint and align with customers’ global sourcing patterns Focused on under-served regions and driving disproportionate growth in Asia Success in emerging markets driven by locally engineered and branded solutions T6 Program Ranger IMV Program Tacoma / Hilux HGRA Progr

  40. Slide 40: New Facilities – Rayong, Thailand & Chongqing, China

    New Facilities – Rayong, Thailand & Chongqing, China Investment to Support New Business Backlog

  41. Slide 41: Dana China at a Glance

    Dana China at a Glance Manufacturing Footprint 2017 Sales Distribution Key Brands in China Key Customers in China Division Customer Shengyang Shanghai Chongqing Fuzhou Shiyan Xiangyang Yancheng Wuxi Facilities: 14 2 added in 2017 People: 7,000

  42. Slide 42: Continuous Commitment & Investment in China

    1991 1994 1995 2005 2001 2011 2013 2012 2016 2015 2014 2017… Entered China market Shenyang Spicer Driveshaft (SSD) Co., Ltd. established Fujian Spicer Drivetrain System (FSD) Co., Ltd. established Dana (Wuxi) Technology Co., Ltd. opened Dongfeng Dana Axle (DDAC) Co., Ltd. established Increased the s

  43. Slide 43: Dongfeng Dana Axle Company Limited

    Dongfeng Dana Axle Company Limited Established in 2007 Dana and Dongfeng Commercial Vehicle are each a 50% owner of DDAC Dongfeng CV is a joint venture between Volvo (45%) and Dongfeng Motor (55%) The JV designs, manufactures, and sells commercial vehicle axles for the truck and bus markets in China

  44. Slide 44: Commercialize New Technology

    Investing in technology that helps customers address key secular trends Increasing content per vehicle in driveline and power technologies Expanded thermal-management needs to address heat from engines and electronics Adoption of AWD architectures creates driveline growth opportunity Commercializing

  45. Slide 45: Select New Technologies

    ILMS Spicer ® OpTiMa™ VariGlide® Pilot customers Intelligent Load Monitoring System Details Modular, integrated, protected sensor assembly Monitors vehicle stability & axle roll/pitch angles Estimates lifted loads & monitors axle shock loads Tire Pressure Management Details Fully integrated automati

  46. Slide 46: Digital Services Offerings

    Mobile device data collection Measures tire wear trends Delivers predictive analytics Preemptively minimizes downtime Establishes optimal timeframes for scheduled replacement Leverages Dana’s drive system expertise to solve real-world customer problems SaaS Features and Functionality “This system he

  47. Slide 47: Electrification Strategy

    Electrification Strategy >>>>>>>>>>)>))> ©Dana2018 47

  48. Slide 48: Dana's Electrification Strategy – Summary

    Vehicles that utilize Dana’s current driveline products, mainly full frame trucks and larger vehicles, will continue on a growth trajectory using traditional internal combustion engines These vehicles are expected to transition toward hybrid and electric propulsion much later in the cycle due to the

  49. Slide 49: Thermal and Sealing Solutions; Electrification Products

    Thermal and Sealing Solutions Chiller Intercell Element Cold Plate Battery Cooling Bipolar Plates Insulated Gate Bipolar Transistors Inverter Cooling Fuel Cell Mining e-Transmissions E-Transmissions optimized specifically for central motor architectures in mining applications Provides enhanced cooli

  50. Slide 50: e-Axle for Class Light Commercial Van

    e-Axle for Class 2 Light Commercial Van 1 Provides full system solution for light commercial van segment Single-speed, double-reduction gearbox with bolt-on electric motor and integrated anti-theft device Gearing and tooth geometry yields reduced noise Double-Reduction Gearbox

  51. Slide 51: e-Axle for City Delivery Vehicles

    e-Axle for City Delivery Vehicles Bolt-on e-Axle replaces centralized motor architecture for optimal driveline system 176 kg weight reduction and 11% reduction in energy consumption and improved vehicle packaging 2 Application for Class 5 Trucks

  52. Slide 52: e-Axle for Transit Buses

    e-Axle for Transit Buses Integrated e-Axle replaces centralized motor architecture for optimal flexibility Wide range of traction drive motors for maximum application coverage Improved vehicle packaging and weight reduction over conventional drivetrain EP8: Med-Bus < 13,000 kg GVW EP6: Mini-Bus < 80

  53. Slide 53: Electric Drive for Off-Highway Applications

    e-Planetary Wheel and Track Drive Electric 3-stage planetary hub drive with semi-integrated motor and integrated brake options Highly efficient with a compact modular design Dana is a single source for all off-highway drive and motion systems 4 Electric Drive for Off-Highway Applications

  54. Slide 54: E-Transmission for Mining Applications

    E-Transmission for Mining Applications 5 Electric Transmission Electrification of mining applications offers opportunity for market expansion EV’s reduce mining production cost and environmental impact Program currently launching with Sandvik

  55. Slide 55: Battery Cooling

    Battery Cooling 6 Liquid Cooled Plates Extends battery life and shortens charging time Uniform surface temperature of plates allows for faster warm-up Larger cold plates possible due to precision laser joining Over 20 million plates shipped to over 20 customers in North America, Asia, and Europe

  56. Slide 56: Power Electronics Cooling

    Power Electronics Cooling 7 Electronics and Inverter Cooling Increases efficiency and extends life of sensitive electronics Lightweight aluminum construction for low thermal resistance Ultra clean flux-less brazing with superior flatness Direct application for electric axles and inverters

  57. Slide 57: Fuel Cells Plates

    Fuel Cells Plates 8 Vehicle and Stationary Applications Key component of a fuel cell with multiple plates per cell Metallic plates used for high power density automotive applications Graphite composite used for durability in stationary and bus applications In production for over 10 years

  58. Slide 58: Enterprise Strategy Execution

    Enterprise Strategy Driving Growth: $800M Backlog Through 2020 World Excellence Award Supplier Quality Excellence Supplier Excellence Award Innovation Supplier of the Year Best Supplier Award Excellence in Innovation Toledo Manufacturing Győr Gear Plant Yancheng Manufacturing Chongqing Manufacturing

  59. Slide 59: Financials and Outlook

    © Dana 2018 Financials and Outlook

  60. Slide 60: 2017 Year-End Review

    2017 Year-End Review sales $7.2 billion 24% from prior year adjusted EBITDA $835 million $175M increase from prior year margin 11.6 30bps increase from prior year % diluted adjusted EPS $2.52 30% increase from prior year recognition 37 customer and industry honors +12 increase from prior year increa

  61. Slide 61: Financial Overview

    Financial Overview Sales Adjusted EBITDA Cash Flow % of Sales Diluted Adjusted EPS 6.6% 7.7% ~9.0% $1.94 $ in Millions $ in Billions 6.7% $1.74 $6.1 $5.8 $7.2 ~$7.9 A=Actual; T=Target ±2% ±3% ±5% See back of presentation for comments regarding the presentation of non-GAAP measures. ~$7.6 ±2% ±3% ~7.

  62. Slide 62: 2018 – 2020 Sales Backlog: $800 Million

    2018 – 2020 Sales Backlog: $800 Million Future growth will outperform market due to booked business Backlog includes booked incremental new business net of any lost replacement business Increased by $50M or 7% over prior three year disclosure Backlog increase due to new business wins as currency and

  63. Slide 63: 2018 FY Financial Guidance

    Projecting significant increases to all key financial metrics Sales guidance exceeds prior long-term financial targets one year early largely due to pace of market recovery Adjusted EBITDA guidance exceeds prior 2019 targets by $15M while margin progresses nicely towards 12.8% target Free cash flow

  64. Slide 64: 2019 FY Financial Targets

    Projecting significant increases to all key financial metrics Sales guidance exceeds prior long-term financial targets one year early largely due to pace of market recovery Adjusted EBITDA guidance exceeds prior 2019 targets by $15M while margin progresses nicely towards 12.8% target Free cash flow

  65. Slide 65: Outlook

    Outlook 2016 - 2017 2018 2019 Introduced Enterprise Strategy: Shifting Into Overdrive 4 businesses acquired and integrated Profitable organic and inorganic growth of more than $1B delivers 80 bps of margin expansion $750M of 3-year sales backlog Acquisitions synergies recognized Sales continue to gr

  66. Slide 66: Combination with GKN Driveline: J.P. Morgan Auto Conference

    J.P. Morgan Auto Conference August 8, 2017 Jonathan Collins Executive Vice President & Chief Financial Officer © Dana 2018 Combination with GKN Driveline Creating a Global Leader in Electrified Drive Systems

  67. Slide 67: Transaction Summary

    Transaction Summary Transaction Terms Timing / Approvals Corporate Structure Dana to combine with GKN Driveline for consideration of: $3.5 billion in Dana plc stock (133 million newly issued shares) $1.6 billion in cash Assumption of certain pension liabilities (approximately $1.0 billion, net) Tran

  68. Slide 68: History and Overview

    J.P. Morgan Auto Conference August 8, 2017 Jonathan Collins Executive Vice President & Chief Financial Officer © Dana 2018 History and Overview

  69. Slide 69: Dana & GKN: A Journey of Long-term Partnership

    Dana & GKN: A Journey of Long-term Partnership Strong cultural fit and long history together GUEST, KEEN & NETTLEFOLDS Dowlais Ironworks 1954 1759 1902 1904 1983 2018 1995 2011 1999 2002 plc Discussions Begin 7 Joint Ventures 3 Acquisitions by Dana 4 Acquisitions by GKN Global Transaction History 20

  70. Slide 70: GKN Driveline Snapshot

    © Dana 2018 $ 2017 sales: $7.0 billion1 61 Manufacturing Locations in 23 countries 5 R&D Centers 1,680 Patents & Applications ~35,000 people 22 Customer Recognitions in 2017 Founded in 1966 Snapshot 1Inclusive of pro rata share of joint ventures.

  71. Slide 71: Complete Driveline Systems Offering

    Complete Driveline Systems Offering Front Sideshaft Power Transfer Unit Disconnect CountertrackTM Jointed Propshaft CountertrackTM Joint & Face Spline Two-piece Propshaft Rear Sideshaft CrosstrackTM Propshaft Joint Electronic Torque Vectoring eTransmission eAxle ECO2 Twinster® Limited Slip Different

  72. Slide 72: Strategy and Execution

    J.P. Morgan Auto Conference August 8, 2017 Jonathan Collins Executive Vice President & Chief Financial Officer © Dana 2018 Strategy and Execution

  73. Slide 73: Compelling Strategic Combination

    Compelling Strategic Combination Scaling the Portfolio Completing the Platform Delivering Value Leading Electrification

  74. Slide 74: Strategic Fit

    Strategic Fit Increasing content with Dana existing customers Adding key light- vehicle customers Increasing platforms served Increased penetration in high-growth markets Unparalleled China presence Balanced global footprint Adding world-class engineering capabilities Adding all-wheel-drive capabili

  75. Slide 75: Proven Acquisition Capability

    Proven Acquisition Capability 2016 2017 2015 2018 Proven record of accretive acquisitions and successful integrations Transformational Tuck-in

  76. Slide 76: Leadership Driving Transformation

    Leadership Driving Transformation ($ in millions) CEO Kamsickas CFO Collins Join Dana Sales EBITDA Margin

  77. Slide 77: GKN Driveline Highlights

    J.P. Morgan Auto Conference August 8, 2017 Jonathan Collins Executive Vice President & Chief Financial Officer © Dana 2018 GKN Driveline Highlights

  78. Slide 78: A Leading Provider of eDrive Systems

    A Leading Provider of eDrive Systems... Pioneer in Electric Driveline Systems eDrive Offerings 2015 Winner – Two-Speed eAxle – BMW 2016 Winner – VL3 Driveshaft System – BMW 2017 Winner – Volvo eAxle Recent Awards Illustrative Automotive Platforms Battery Electric Plug-in Hybrid Full Hybrid Mild Hybr

  79. Slide 79: With Growing Content per Vehicle

    … With Growing Content per Vehicle… Front-Wheel-Drive (FWD) Internal Combustion Engine All-Wheel-Drive (AWD) Internal Combustion Engine FWD – AWD Battery Electric ~10x ~2x Gearbox Motor Inverter Software / Controls

  80. Slide 80: The Right Product for Every Vehicle Architecture

    The Right Product for Every Vehicle Architecture … Poised for Exponential Growth… BEV 88 101 110 (units in millions) Source: IHS. Hybrid transmissions eAxles Integrated eDrive modules Optimized AWD drivetrains ICE PHEV HEV BEV

  81. Slide 81: With an Exceptional Presence in China

    …With an Exceptional Presence in China 2017-2025 CAGR: >40% (units in millions) 3.0 30 years of experience and growth in China Over $1.3 billion in sales 1st western Tier 1 automotive components supplier in China Shanghai Driveline Systems joint venture, established in 1988 with HUAYU Automotive Str

  82. Slide 82: Combination Rationale

    J.P. Morgan Auto Conference August 8, 2017 Jonathan Collins Executive Vice President & Chief Financial Officer © Dana 2018 Combination Rationale

  83. Slide 83: Unique Strategic Combination

    Unique Strategic Combination Combined sales of $14.2 billion Leadership positions across all three mobility markets World-class management team with deep industry expertise Scaling the Portfolio Leading eDrive systems innovator Double content in shift to EV Significant market growth Core technology

  84. Slide 84: A Global Leader in Drive Systems

    A Global Leader in Drive Systems(1) Note:GKN Driveline financials figures converted from GBP to USD at 1.287 GBP/USD. 1Based on 2017 sales figures. Scaling Up to be a Global Leader Leading provider of drive systems across all 3 major mobility markets Creates the largest driveline supplier in the wor

  85. Slide 85: Most Comprehensive eDrive Offering

    Most Comprehensive eDrive Offering… GKN Electric Driveline Capabilities Dana Electric Driveline Capabilities Select Vehicles Sports Cars CUV/SUV Dana and GKN’s electric-vehicle capabilities and end markets are highly complementary City Delivery Freight Truck Transit Bus Gross Vehicle Weight Continuu

  86. Slide 86: With Significant CPV Increase

    …With Significant CPV Increase Internal Combustion Engine Electric Trucks Buses Construction ~2x ~2x ~1x

  87. Slide 87: Diversified Business Mix

    Diversified Business Mix… = Ë = Ë Note:Based on 2017 sales figures, inclusive of GKN’s pro rata share of joint ventures. GBP converted to USD at a rate of 1.287. Dana / GKN Driveline Dana GKN Driveline Balanced End- Market Mix Global Coverage of All Major Customers GM 8%

  88. Slide 88: With a More Complete Product Offering

    …With a More Complete Product Offering ~ ~ ü ü ü ü ~ ~ ~ ~ ü ü ü ü ~ ~ ü ü ~ ~ ü ü ü ü Mass transit Agriculture AWD FWD RWD 4WD Commercial Construction ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü Competitor A Competitor B Competitor C Light Vehicle Commercial Vehicle Off-Highway + ✗ ✗ ✗ ✗ ✗ ✗ ✗

  89. Slide 89: Balanced Geographic Presence

    Dana GKN Driveline Dana / GKN Driveline Dana GKN Driveline Legend = Ë Balanced Geographic Presence … Note:Based on 2017 sales figures, inclusive of GKN’s pro rata share of SDS joint venture. GBP converted to USD at a rate of 1.287. 1Inclusive of 100% of DDAC joint venture (Dana) and 100% of SDS join

  90. Slide 90: With Industry Leading Joint Ventures in China

    #1 #2 #3 #4 #5 #1 #2 #3 #4 #5 …With Industry Leading Joint Ventures in China Top Chinese Light Vehicle OEMs Top Chinese Commercial Vehicle OEMs Dana and GKN have joint ventures with the largest Chinese OEMs + = + = DDAC Source: IHS. OEM Supplier Joint Venture OEM Supplier Joint Venture

  91. Slide 91: Significant Synergies ~$235 Million

    Significant Synergies ~$235 Million Significant and achievable near-term cost synergy plan Procurement Purchasing scale benefits Align commercial terms Strategic supply partnerships Operating Efficiencies Integrate global footprint Lean manufacturing SG&A Leverage corporate structure Utilize common

  92. Slide 92: Value Creation

    J.P. Morgan Auto Conference August 8, 2017 Jonathan Collins Executive Vice President & Chief Financial Officer © Dana 2018 Value Creation

  93. Slide 93: Attractive Financial Profile

    Attractive Financial Profile Source: Dana financials based on reported financials. GKN Driveline financials on reported financials, including restatement of Off-Highway business per 1H 2017 financials GKN JV D&A based on trading profit %. Note: GBP converted to USD at 1.287. 1Adjusted for estimated

  94. Slide 94: Strong Balance Sheet

    Strong Balance Sheet Pro Forma Capitalization Committed debt financing in place No maturities until 2023 Robust liquidity approaching $2 billion Cash flow generation enables rapid deleveraging on path to investment grade credit metrics Pensions assumed from GKN largely “Pay-as-you-go”; UK plan fully

  95. Slide 95: A Winning Proposition for All Stakeholders

    A Winning Proposition for All Stakeholders Substantial synergies and significant value creation potential Transformational leadership team Dana has increased shareholder value by more than 130% over the past two years Best-in-class global governance OEMs prefer working with suppliers they trust and

  96. Slide 96: Unique Strategic Combination

    Unique Strategic Combination Scaling the Portfolio Completing the Platform Delivering Value Leading Electrification

  97. Slide 97: Accelerating Electrified Mobility Growing Through Transformation Executing Enterprise Strategy Increasing Shareholder…

    Accelerating Electrified Mobility Growing Through Transformation Executing Enterprise Strategy Increasing Shareholder Value

  98. Slide 98: Appendix

    Appendix

  99. Slide 99: Adjusted EBITDA non-GAAP definition

    The preceding slides refer to Adjusted EBITDA, a non-GAAP financial measure which we have defined as net income before interest, taxes, depreciation, amortization, equity grant expense, restructuring expense and other adjustments not related to our core operations (gain/loss on debt extinguishment,

  100. Slide 100: Synergy Information

    The information regarding synergies and similar information elsewhere in this presentation relate to the synergies being targeted by Dana following the consummation of the transactions. The estimates and forward-looking statements are necessarily speculative in nature and it can be expected that som

  101. Slide 101: Pecpole Finding of Octler Mag?

    Pecpole Finding of Octler Mag?

Dana — Merger or Acquisition (March 2018) on 6ix