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United States securities and exchange commission logo
August 26, 2022
Timothy R. Kraus
Senior Vice President and Chief Financial Officer
Dana Incorporated
3939 Technology Drive
Maumee, Ohio 43537
Re: Dana Incorporated
Form 10-K for
Fiscal Year Ended December 31, 2021
Filed February 23,
2022
File No. 001-01063
Dear Mr. Kraus:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2021
General
1. We note that you
provided more expensive disclosure in your Sustainability and Social
Responsibility Report (
Sustainability Report ) than you provided in your SEC filings.
Please advise us what
consideration you gave to providing the same type of climate-
related disclosure in
your SEC filings as you provided in your Sustainability Report.
Risk Factors, page 7
2. Disclose the material
effects of transition risks related to climate change that may affect
your business,
financial condition, and results of operations, such as market trends that
may alter business
opportunities, credit risks, or technological changes.
3. Disclose any material
litigation risks related to climate change and explain the potential
impact to the company.
Timothy R. Kraus
Dana Incorporated
August 26, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
15
4. It appears you have identified climate-related projects in your
Sustainability Report, such
as projects to reduce greenhouse gas emissions and/or increase
renewable energy usage.
Tell us how you considered providing disclosure regarding past and
future capital
expenditures for climate-related projects. Include quantitative
information for the periods
covered by your Form 10-K and for future periods as part of your
response.
5. To the extent material, discuss the indirect consequences of
climate-related regulations or
business trends, such as the following:
decreased demand for goods that produce significant greenhouse gas
emission or are
related to carbon-based energy sources;
increased demand for goods that result in lower emissions than
competing products;
increased competition to develop innovative new products that
result in lower
emissions;
increased demand for generation and transmission of energy from
alternative energy
sources; and
any anticipated reputational risks resulting from operations or
products that produce
material greenhouse gas emissions.
6. We note your disclosure that the physical impacts of climate change
might include
extreme weather events and long-term changes in temperature levels and
water
availability. Please discuss the physical effects of climate events on
your operations and
results, such as weather-related damages to your property or
operations, and weather-
related impacts on the cost or availability of insurance. Include
quantitative information
with your response for each of the periods covered by your Form 10-K
and explain
whether increased amounts are expected in future periods, as
applicable.
7. We note your disclosure on page 10 regarding the costs to comply with
environmental
laws and regulations. Tell us about and quantify any compliance costs
related to climate
change for each of the last three fiscal years and explain whether
increased amounts are
expected to be incurred in future periods.
8. If material, provide disclosure about your purchase or sale of carbon
credits or offsets and
FirstName LastNameTimothy R. Kraus
any material effects on your business, financial condition, and results
of operations.
Comapany NameDana
Include Incorporated
quantitative information for the periods covered by your Form
10-K and for future
Augustperiods as Page
26, 2022 part of
2 your response.
FirstName LastName
Timothy R. Kraus
FirstName LastNameTimothy R. Kraus
Dana Incorporated
Comapany
August 26, NameDana
2022 Incorporated
August
Page 3 26, 2022 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at
202-551-3047 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing