Eaton Corp. · Earnings release · 8-K Exhibit 99

Eaton Communications

Eaton Center

Date June

Eaton Advances 2030 Growth Strategy with Announcement to Combine Mobility

Group with Dana Incorporated

·

T1Enhances Eaton’s focus on higher growth, higher margin Electrical

and Aerospace businesses directly aligned to secular megatrends

·

T2Immediately accretive to Eaton’s organic growth rate and operating

margins upon closing, expected in the first quarter of 2027

·

Reverse Morris Trust transaction values combined company at over $10 billion

in enterprise value and Eaton’s Mobility Group at approximately $5.1 billion

·

Eaton to receive an approximately $1.1 billion cash distribution; Eaton

shareholders to own at least 50.1% of the combined company

·

T3Combined company shareholders to benefit from $250 million of run-rate

synergies

DUBLIN – Intelligent power management company Eaton (NYSE:

ETN) today announced the next step in Eaton’s ongoing portfolio transformation. Eaton entered into a definitive agreement with Dana

Incorporated (NYSE: DAN) under which Eaton will separate and combine its Mobility Group with Dana in a Reverse Morris Trust (RMT) transaction

creating a combined company valued at over $10 billion.

The separation of the Mobility Group marks the next step in Eaton’s

ongoing portfolio transformation and positions Eaton to execute on the Company’s 2030 growth strategy. Upon closing of the transaction,

Eaton will operate a more focused portfolio concentrated on its Electrical and Aerospace businesses, which are T4directly aligned to secular

growth themes in electrification, digitalization, AI-driven data center buildout, infrastructure modernization, aerospace aftermarket,

and defense spending. T5The recent acquisitions of Ultra PCS and Boyd Thermal further strengthen the Company’s strategic positioning,

extending Eaton’s capabilities in aerospace electronic controls and liquid cooling for data centers.

The separation is expected to be immediately accretive to Eaton’s

organic growth rate and operating margins upon closing. T6Eaton expects to deploy the approximately $1.1 billion cash distribution from

the transaction consistent with its existing capital allocation framework and priorities, including repayment of outstanding indebtedness.

Paulo Ruiz, Eaton chief executive officer, said, “We are pleased

to have reached this agreement, which delivers significant value to Eaton and its shareholders, and represents a major milestone in Eaton’s

2030 growth strategy to lead, invest, and execute for growth. Eaton shareholders will benefit from the meaningful upside created by the

combined company, and the transaction will provide substantial cash value for Eaton to deploy to our highest-growth and highest-margin

opportunities. Looking ahead, our portfolio will be closely aligned with the powerful megatrends driving generational growth in our Electrical

and Aerospace businesses, and we look forward to continuing our momentum to drive meaningful value for our customers and shareholders."

Benefits of Combining Mobility Group and Dana

The combined Mobility Group and Dana will be a scaled, global engineered

solutions partner, well-positioned to serve commercial vehicle and light vehicle OEMs worldwide. Together, the combined company will

offer a comprehensive and complementary portfolio of drivetrain, propulsion, electrification, and power management solutions spanning

internal combustion, hybrid, and fully electric platforms to commercial vehicle and automotive OEMs, supported by comprehensive technology

capabilities and best in class manufacturing capabilities. The combined company expects to generate approximately $11 billion in pro

forma revenue and $1.7 billion in pro forma estimated 2026 adjusted EBITDA (including run-rate synergies, which are expected to be fully

realized within 24 months following closing).

T7The combined company will benefit from increased scale, $250 million of

run-rate cost synergies, and greater diversification across customers, geographies, and end markets. T8It will also have an expanded aftermarket

presence, which is expected to deliver more resilient revenue streams across economic cycles.

Mr. Ruiz continued, “Combining the Mobility Group with Dana creates

a strong company that will be well-positioned to serve customers and support employees over the long term. We are proud of our mobility

team and what they have built and are confident the combination of talent, capabilities, and technologies will create meaningful value

for shareholders, customers, and employees alike.”

R. Bruce McDonald, Dana Chairman and Chief Executive Officer, stated, “We

are excited to bring together Eaton’s Mobility Group with Dana. The addition of Mobility Group’s leading positions in commercial

vehicle transmissions, clutches, and power management technologies, combined with Dana’s strengths in axles, driveshafts, electrification,

thermal management, and sealing products, will create a truly differentiated global platform. Together, we will be better positioned to

serve our customers, invest in innovation, and drive long-term value creation for shareholders of the combined company.”

Transaction Details

The transaction values Eaton’s Mobility Group at approximately $5.1

billion. This represents a multiple of 8.3x 2026 estimated pro forma adjusted EBITDA, or 5.9x on a fully synergized basis, including $250

million of run-rate synergies. Eaton shareholders will receive newly issued shares of the combined company such that Eaton shareholders

will own at least 50.1% of the combined company’s outstanding shares following the consummation of the transaction. The agreement

follows Eaton’s previously announced intent to separate its Mobility Group into an independent, publicly traded company.

The transaction is structured as a “Reverse Morris Trust” transaction,

where Eaton will first separate its Mobility Group to Eaton shareholders through either an exchange offer (split-off) or a pro rata distribution

(spin-off), at Eaton’s election. Immediately thereafter, Dana will merge with a subsidiary of the Mobility Group, with Dana surviving

as a wholly owned subsidiary of the Mobility Group. In the event of a split-off, Eaton shareholders would have the opportunity to tender

their Eaton shares in exchange for shares of the Mobility subsidiary. In the event of a spin-off, all Eaton shareholders would receive

shares of the Mobility subsidiary on a pro rata basis. Eaton will also receive a cash distribution of $1.1 billion prior to completion

of the transaction, subject to adjustment for cash and indebtedness, which will be funded by newly-issued debt of the Mobility Group.

The transaction is intended to be tax-free for U.S. federal income tax purposes to Eaton and Eaton’s shareholders.

The agreement was unanimously approved by the Eaton board of directors following

a comprehensive evaluation of strategic alternatives for its Mobility Group. The agreement was also unanimously approved by the Dana board

of directors.

The transaction is expected to close in the first quarter of 2027, subject

to receipt of Dana shareholder approval, receipt of required regulatory clearances, and customary closing conditions.

Byron Foster, Dana’s incoming Chief Executive Officer, and Timothy

Kraus, Dana’s current Chief Financial Officer, will lead the combined company as CEO and CFO, respectively. Erin Rowse, Eaton’s

current Senior Vice President Human Resources, Industrial, will serve as the combined company’s Chief Human Resources Officer upon

close. The combined company’s senior management team will include representatives from both companies and will be announced as integration

planning progresses. R. Bruce McDonald, Dana’s current Chairman and Chief Executive Officer, will serve as Executive Chairman of

the combined company. Dana's eight-member board of directors will be expanded to include three additional directors designated by Eaton,

including one current Eaton executive and two current Eaton directors.

The combined company will operate as Dana Incorporated and will continue

to be listed on the NYSE under the ticker symbol DAN.

In a separate press release and presentation issued today, Dana provided

additional details regarding the combination.

Advisors

Morgan Stanley & Co. LLC is serving as Eaton’s financial advisor

on the transaction and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Hogan Lovells are acting as legal counsel to Eaton. Joele

Frank, Wilkinson Brimmer Katcher is serving as Eaton’s strategic communications advisor.

About Eaton

Eaton is an intelligent power management company dedicated to protecting

the environment and improving the quality of life for people everywhere. We make products for the data center, utility, industrial, commercial

and institutional, machine building, residential, aerospace and mobility markets. We are guided by our commitment to do business right,

to operate sustainably and to help our customers manage power ─ today and well into the future. By capitalizing on the global growth

trends of electrification and digitalization, we’re helping to solve the world’s most urgent power management challenges and

building a more sustainable society for people today and generations to come.

Founded in 1911, Eaton has continuously evolved

to meet the changing and expanding needs of our stakeholders. With revenues of $27.4 billion in 2025, the company serves customers in

180 countries. For more information, visit www.eaton.com. Follow us on LinkedIn.

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”). 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,” 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 the expected timing and structure of the proposed transaction

and financing 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 regulatory conditions,

and any assumptions underlying any of the foregoing, are forward looking statements.

These forward-looking statements are based on Eaton’s and Dana’s

current expectations and are subject to risks and uncertainties. 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 achieved. 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, inabilities 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 announcement or consummation

of the proposed transaction on Eaton’s and Dana’s stock prices; restrictions on the conduct of Eaton’s and Dana’s

respective businesses prior to closing and on each of their 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 unexpected 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 other 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 relating 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 economic 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 obtained; 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 Eaton’s and Dana’s reports

filed with the Securities and Exchange Commission (the “SEC”), including Eaton’s and 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.

None of Eaton, Dana or SpinCo undertakes, and each party 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 cautioned not

to place undue reliance on any of these forward-looking statements.

It should also be noted that projected financial information for the combined

company is based on management’s estimates, assumptions and projections and has not been prepared in conformance with the applicable

accounting requirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments have not

been applied and are not reflected therein. None of this information should be considered in isolation from, or as a substitute for, the

historical financial statements of Dana or SpinCo.

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 expiration

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

relevant 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 documents 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 interests, 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 directors 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 interests, 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 exchange

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 requirements 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. These Non-GAAP Measures should not be used in isolation or as a substitute

or alternative to results determined in accordance with 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 with the SEC except for financial guidance 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.

Contact:

Jennifer Tolhurst

jennifertolhurst@eaton.com