Dana Corporation Reports Third-Quarter 2005 Results

PRNewswire-FirstCall
TOLEDO, Ohio
(NYSE:DCN)
Jan 17, 2006

TOLEDO, Ohio, Jan. 17 /PRNewswire-FirstCall/ -- Dana Corporation (NYSE: DCN) today reported financial results for both the quarter and nine months ended Sept. 30, 2005, and announced that it will file its Form 10-Q for the third quarter of 2005 later today. The filing and delivery of this report will eliminate any defaults related to late filing of the third-quarter financial statements under the company's financing agreements.

(Logo: http://www.newscom.com/cgi-bin/prnh/19990903/DANA )

Sales for the third quarter of 2005 were $2,396 million, compared to $2,114 million during the same period in 2004. The company recorded a net loss of $1,272 million, or $8.50 per share, for the quarter, compared to net income of $42 million, or 28 cents per share in the third quarter of 2004. Results for the quarter and nine months ended Sept. 30, 2004 have been restated, as previously disclosed in the 2004 Form 10-K/A filed on Dec. 30, 2005.

The third-quarter 2005 net loss included two significant unusual items that were previously announced. These two non-cash items account for 94 percent of the reported net loss:

  -- The company provided a valuation allowance, as announced on Oct. 10,
     2005, against its net U.S. deferred tax assets during the third
     quarter.  The one-time impact of providing this allowance was a
     reduction in net income of $918 million in the period, which represents
     the restated net U.S. deferred tax assets at the beginning of the third
     quarter and also includes $13 million for a similar allowance against
     the company's U.K. tax assets.  The valuation allowance was recorded
     because, based on its current outlook, Dana believes it is no longer
     more likely than not that the company will be able to utilize these tax
     assets.  This action does not affect the company's ability to use these
     tax assets later if justified by future profitability in the U.S. and
     U.K.

  -- Additionally, on Oct. 20, 2005, the company announced its intention to
     divest its non-core engine hard parts, fluid products, and pump
     products businesses.  An impairment charge to reduce the book value of
     certain assets of these businesses of $275 million after tax was
     recorded in the third quarter.  Additional charges will be recorded in
     the fourth quarter of 2005 in connection with the classification of
     these businesses as discontinued operations.

In the third quarter of 2005, the company also recorded an aggregate charge of approximately $16 million, or 11 cents per share, related to the sale of its domestic fuel rail business and the dissolution of its engine bearings joint venture with The Daido Metal Company.

The balance of the third-quarter 2005 loss - totaling $63 million - was from operations. The comparable number for the third quarter of 2004 was $39 million after adjusting for unusual charges and results of discontinued operations.

The comparison of quarterly operating income year-on-year was impacted significantly by taxes. The third-quarter 2004 results included a significant tax benefit. By contrast, third-quarter 2005 results reflect tax expense on income of foreign operations, despite the fact that there was a consolidated loss before tax. This is due to the fact that the company no longer provides deferred tax benefits against U.S. losses.

Interest expense was $11 million lower in the third quarter of 2005 than in the comparable period in 2004 due to lower average debt levels.

As disclosed in the company's segment information, on an EBIT basis the Heavy Vehicle Technologies and Systems Group earned $16 million in the third quarter of 2005, compared to $41 million during the same period in 2004. The principal reasons for this decline were substantially higher steel costs and production inefficiencies within the Commercial Vehicle business. Additionally, the Off-Highway business experienced higher costs associated with the ongoing realignment of its manufacturing facilities.

On an EBIT basis, the Automotive Systems Group's earnings declined to $41 million in the third quarter of 2005 from $65 million during the same period last year. In addition to the adverse effects of higher material costs and continuing pricing pressures, results in this business unit were also negatively impacted by start-up losses at a new manufacturing facility in its actuation systems joint venture.

Nine-Month Results

Sales for the nine months ended Sept. 30, 2005 were $7,505 million which compares to $6,755 million for the same period in 2004. For the first nine months of 2005, the company reported a net loss of $1,226 million compared to net income of $200 million for the same period in 2004. The primary reasons for the difference in the year-on-year change in net income were the unusual items that occurred in the third quarter.

On an EBIT basis the Heavy Vehicle Technologies and Systems Group earned $81 million in the first nine months of 2005, compared to $125 million during the same period in 2004. The Automotive Systems Group earnings declined to $179 million in the first nine months of 2005 from $270 million during the same period last year. Material costs were chiefly responsible for the lower income in both business units.

"Obviously, our results are far from acceptable, particularly the operating loss," said Dana Chairman and CEO Mike Burns. "Many of the challenges we are facing on the automotive side, including higher material costs and lower production levels, are industry-wide issues. However, the reduced income in our Heavy Vehicle unit reflects not only material cost increases, but also internal operating inefficiencies, which we are moving aggressively to address.

"Specifically, within our Commercial Vehicle business, we have announced a series of actions to reposition our operations and balance capacity to enhance our efficiency," Mr. Burns added. "I am also confident in the capabilities of our newly appointed Heavy Vehicle Products President, Nick Stanage. Nick's outstanding combination of leadership ability and technical knowledge promises to serve this business and our customers well as we move forward."

Mr. Burns said Dana is continuing to improve focus and increase performance in all of its businesses, as evidenced by recent announcements regarding strategic divestitures, consolidation of facilities, and workforce reductions. "At the same time, we can't just work the cost side," he said. "We must also continue to grow our revenue base. And to this end, we continue to add to our backlog of profitable new business."

Conference Call Scheduled Today at 10 a.m.

Dana will discuss its third-quarter 2005 and nine-month results, as well as matters related to the company's restated financial statements, during a conference call and supporting webcast at 10 a.m. (ET) today. The call may be accessed via Dana's web site (http://www.dana.com/), or by dialing (877) 340- DANA (3262) in the U.S. and Canada, or (706) 758-9313 elsewhere. Callers must reference Conference I.D. #4076436. An audio recording of this conference call will be available after 2 p.m. (ET) today. To access this recording, please dial (800) 642-1687 in the U.S. and Canada, or (706) 645-9291 elsewhere, and enter the Conference I.D. number referenced above. A webcast replay of the call will also be available after 4 p.m. today and will be accessible via the Dana web site. Individuals may also print the supporting slide presentation available in PDF format by visiting the investor page at: http://www.dana.com/.

About Dana Corporation

Dana people design and manufacture products for every major vehicle producer in the world. Dana is focused on being an essential partner to automotive, commercial, and off-highway vehicle customers, which collectively produce more than 60 million vehicles annually. A leading supplier of axle, driveshaft, engine, frame, chassis, and transmission technologies, Dana employs 46,000 people in 28 countries. Based in Toledo, Ohio, the company reported sales of $9 billion in 2004. Dana's Internet address is: http://www.dana.com/.

Use of Non-GAAP Financial Information

This release contains information about Dana's financial results which is not presented in accordance with accounting principles generally accepted in the United States (GAAP). Specifically, the release contains information about Dana's financial results presented on an EBIT basis and includes tables that show the company's results with Dana Credit Corporation (DCC) accounted for on an equity basis, rather than on a consolidated basis. Management believes that the presentation of the EBIT financial measures provides useful information to investors due to the impact of the unusual tax items on the company's three- and nine-month results in 2005. Management also believes that the presentation of results with DCC on an equity basis is useful because that is how management evaluates Dana's operating segments. This is done because DCC is not homogenous with Dana's manufacturing operations, its financing activities do not support the sales of the other operating segments, and its financial and performance measures are inconsistent with those of the other operating segments. Moreover, the financial covenants in Dana's bank facility are measured with DCC accounted for on an equity basis. For the non- GAAP measures presented in this release, there is supplementary information at the end showing the most directly comparable financial measures calculated and presented in accordance with GAAP and a quantitative reconciliation of the differences between the non-GAAP financial measures and the most directly comparable GAAP financial measures.

Forward-Looking Statements

Statements in this release which are not entirely historical constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent Dana's expectations based on our current information and assumptions. However, forward-looking statements are inherently subject to risks and uncertainties and Dana's actual results could differ materially from those that are anticipated or projected due to a number of factors. These factors include the cyclical nature of the vehicular markets we serve, particularly the heavy-duty commercial vehicle market; changes in the competitive environment in our markets due, in part, to outsourcing and consolidation by our customers; changes in national and international economic conditions that affect our markets, such as increased fuel prices and legislation regulating vehicle emissions; potential adverse effects on our operations and business from terrorism or hostilities; the strength of other currencies in the overseas countries in which we do business relative to the U.S. dollar; increases in our commodity costs (including steel, other raw materials, and energy) that we cannot recoup in our product pricing; our success in implementing our cost-savings, lean manufacturing and VA/VE (value added/value engineering) programs; changes in business relationships with our major customers and in the timing, size and continuation of their programs; the ability of our customers to maintain their market positions and achieve their projected sales and production levels; the ability of our suppliers to maintain their projected production levels and furnish critical components for our products, as well as other necessary goods and services; competitive pressures on our sales from other vehicle component suppliers; price reduction pressures from our customers; our ability to negotiate new or modified financing agreements prior to the expiration of the waivers under our existing agreements; our ability to complete our previously announced strategic actions as contemplated (including the divestiture of our non-core engine hard parts, fluid products and pump products businesses; the operational restructuring in our Automotive Systems Group and our Commercial Vehicle business; the dissolution of our Mexican joint venture, Spicer S.A. de C.V.; and the finalization of our Chinese joint venture, Dongfeng Axle Co., Ltd.); and other factors set out in our public filings with the Securities and Exchange Commission. Forward-looking statements in this release speak only as of the date of the release. Dana does not undertake to update such forward- looking statements.

       Dana Corporation
       Financial Summary (Unaudited)
       (in millions, except per share amounts)

                                      Three Months Ended  Nine Months Ended
                                           Sept 30             Sept 30
                                        2005      2004     2005      2004
                                                Restated           Restated


       Sales                           $2,396    $2,114   $7,505    $6,755

       Income (loss) from continuing
        operations                    $(1,274)      $54  $(1,232)     $165
       Income (loss) from discontinued
        operations                          -       (12)       -        35
       Effect of change in accounting       2         -        6         -
       Net income (loss)              $(1,272)      $42  $(1,226)     $200


       Income (loss) from continuing
        operations                    $(1,274)      $54  $(1,232)     $165
       Impairment and restructuring
        charges                           275         5      275         5
       Losses on divestitures              16         -       16         -
       Valuation allowance against
        deferred tax assets               920                920
       Gain associated with the sale
        of assets to a newly formed
        joint venture                       -       (13)       -       (13)
       Net gains associated with DCC
        asset sales                         -        (7)      (4)      (25)
       Charge related to Ohio tax
        legislation                         -         -        5         -
       Income (loss) from continuing
        operations, excluding unusual
        items                            $(63)      $39     $(20)     $132


       Income (loss) from discontinued
        operations                       $  -      $(12)    $  -      $ 35
       Adjustment of deferred tax
        allowance related to
        aftermarket sale                    -        20        -         -
       Costs related to sale of
        aftermarket businesses              -        10        -        13
       Income from discontinued
        operations,
        excluding unusual items          $  -      $ 18     $  -      $ 48


       Diluted earnings (loss) per share:
       Income (loss) from continuing
        operations                     $(8.51)    $0.36   $(8.24)    $1.10
       Effect of change in accounting    0.01         -     0.04         -
       Income(loss) from discontinued
        operations                          -     (0.08)       -      0.23
       Net income                      $(8.50)    $0.28   $(8.20)    $1.33

       Income (loss) from continuing
        operations, excluding
        unusual items                  $(0.42)    $0.26   $(0.13)    $0.87
       Income (loss) from discontinued
        operations, excluding unusual
        items                               -      0.12        -      0.32
       Net income, excluding unusual
        items                           (0.42)     0.38    (0.13)     1.19
       Effect of change in accounting    0.01         -     0.04         -
       Income (loss) from Unusual
        items                           (8.09)    (0.10)   (8.11)     0.14
       Net income (loss)               $(8.50)    $0.28   $(8.20)    $1.33


    Dana Corporation
    Reconciliation of Earnings before interest
    and taxes (EBIT) for the Segments to
    Income before income taxes (Unaudited)
    (in millions)
                                          Three Months       Nine Months
                                          Ended Sept 30,    Ended Sept 30,
                                          2005     2004     2005     2004
                                                 Restated          Restated
    Segment income (loss)
      ASG                                  $41     $65      $179     $270
      HVTSG                                 16      41        81      125
                                            57     106       260      395
      Other                                (75)    (65)     (201)    (174)

      Segment income (loss) from
       continuing operations              $(18)    $41       $59     $221

    Unusual items excluded from
     performance measures
         Total operations                 (306)     (6)     (297)     (15)
         Discontinued operations                    16                 20
    Interest expense, excluding DCC        (34)    (42)     (102)    (120)
    Interest income, excluding DCC           8       1        24        7
    DCC pre-tax loss                        (1)    (42)      (12)     (49)
      Income (loss) before income taxes  $(351)   $(32)    $(328)     $64


       Dana Corporation
       Condensed Statement of Income (Unaudited)
       (in millions, except per share amounts)

                                   Three Months Ended    Nine Months Ended
                                         Sept 30              Sept 30
                                     2005       2004      2005       2004
                                              Restated             Restated

       Net sales                    $2,396     $2,114    $7,505     $6,755
       Revenue from lease
        financing and other income      11         (8)       67         27
                                     2,407      2,106     7,572      6,782

       Costs and expenses
         Cost of sales               2,290      1,964     7,072      6,186
         Selling, general and
          administrative expenses      136        121       413        375
         Impairment charges            290                  290          -
         Interest expense               42         53       125        157
                                     2,758      2,138     7,900      6,718

       Income (loss) before income
        taxes                         (351)       (32)     (328)        64
       Income tax benefit
        (expense)                     (929)        83      (925)        85
       Minority interest                 1         (3)       (5)        (9)
       Equity in earnings
         of affiliates                   5          6        26         25

       Income (loss) from
        continuing operations       (1,274)        54    (1,232)       165

       Effect of change in
        accounting                       2          -         6          -

       Income (loss) from
        discontinued operations                   (12)        -         35

       Net income (loss)           $(1,272)       $42   $(1,226)      $200

       Basic earnings per share
         Income (loss) from
          continuing operations     $(8.51)     $0.36    $(8.24)     $1.11
         Effect of change in
          accounting                  0.01          -      0.04          -
         Income (loss) from
          discontinued operations        -      (0.08)        -       0.23
         Net income (loss)          $(8.50)     $0.28    $(8.20)     $1.34

       Diluted earnings per share
         Income (loss) from
          continuing operations     $(8.51)     $0.36    $(8.24)     $1.10
         Effect of change in
          accounting                  0.01          -      0.04          -
         Income (loss) from
          discontinued operations        -      (0.08)        -       0.23
         Net income (loss)          $(8.50)     $0.28    $(8.20)     $1.33

       Average shares outstanding -
          For Basic EPS                150        149       150        149
          For Diluted EPS              151        151       151        151


          Dana Corporation
          Condensed Balance Sheet (Unaudited)
          (in millions)

                                           September 30      December 31
                                               2005              2004
                                                               Restated
           Assets

           Current assets
              Cash and cash equivalents      $  730             $  634
              Accounts receivable
                Trade                         1,454              1,254
                Other                           274                437
              Inventories                       878                898
              Other current assets              146                200

                Total current assets          3,482              3,423

           Investment in leases                 256                281
           Investments and other assets       2,397              3,144
           Property, plant and
            equipment, net                    1,742              2,171

              Total assets                   $7,877             $9,019

           Liabilities and Shareholders'
            Equity

           Current liabilities
              Notes payable                  $2,304             $  155
              Accounts payable                1,322              1,330
              Other current liabilities       1,082              1,188

                Total current
                 liabilities                  4,708              2,673

           Long-term debt                       280              2,054
           Deferred employee benefits
              and other noncurrent
               liabilities                    1,747              1,759
           Minority interest                     85                122
           Shareholders' equity               1,057              2,411

              Total liabilities and
                shareholders' equity         $7,877             $9,019



       Dana Corporation
       Condensed Statement of Cash Flows (Unaudited)
       (in millions)
                                         Three Months       Nine Months
                                         Ended Sept. 30     Ended Sept. 30
                                          2005    2004       2005    2004
                                                Restated           Restated


        Net income (loss)               $(1,272)   $42     $(1,226)  $200
        Depreciation and amortization        64     90         227    273
        Impairments                         290     24         290     24
        (Gain) loss on asset sales           19    (32)         14    (57)
        Effect of change in accounting       (2)                (6)
        Working capital decrease
         (increase)                          22   (249)       (193)  (378)
        Deferred taxes                      763    (31)        728    (72)
        Other                               (35)    46        (134)   (47)
            Net cash flows -
             operating activities          (151)  (110)       (300)   (57)

        Purchases of property, plant
         and equipment                      (69)   (66)       (193)  (214)
        Payments received from leases
         and partnerships                    32      2          70     10
        Proceeds from divestitures and
         asset sales                         39    166         176    318
        Other                                70     10          27    (22)
            Net cash flows -
             investing activities            40    112          80     92

        Net change in short-term debt       181     28         406    181
        Payments on long-term debt            -   (101)        (45)  (405)
        Proceeds from long-term debt         21      -          21      5
        Dividends paid                      (18)   (17)        (54)   (53)
        Other                                (9)     3         (12)    16
            Net cash flows -
             financing activities           175    (87)        316   (256)
        Net change in cash and cash
         equivalents                         64    (85)         96   (221)
        Net change in cash -
         discontinued operations              -      -           -      2
        Cash and cash equivalents -
         beginning of period                666    597         634    731
        Cash and cash equivalents - end
         of period                         $730   $512        $730   $512


       Dana Corporation
       (Including Dana Credit Corporation on an Equity Basis)
       Condensed Statement of Income (Unaudited)
       (in millions)

                                     Three Months Ended   Nine Months Ended
                                          Sept. 30           Sept. 30
                                       2005      2004     2005      2004
                                               Restated           Restated


        Net sales                     $2,396    $2,114   $7,505    $6,755
        Other income  (expense)           (1)       23       41        37
                                       2,395     2,137    7,546     6,792

        Costs and expenses
          Cost of sales                2,293     1,970    7,083     6,205
          Selling, general and
            administrative expenses      128       115      387       353
            Impairment charges           290                290
          Interest expense                34        42      102       120
                                       2,745     2,127    7,862     6,678

        Income (loss) before income
         taxes                          (350)       10     (316)      114
        Income tax benefit (expense)    (932)       29     (946)       (7)
        Minority interest                  1        (3)      (5)       (9)
        Equity in earnings
          of affiliates                    7        18       35        67

        Income (loss) from continuing
         operations                   (1,274)       54   (1,232)      165

       Change in accounting                2                  6

       Income (loss) from discontinued
        operations                                 (12)                35

       Net income (loss)             $(1,272)      $42  $(1,226)     $200


       Dana Corporation
       (Including Dana Credit Corporation on an Equity Basis)
       Condensed Balance Sheet (Unaudited)
       (in millions)

                                          September 30      December 31
                                              2005              2004
            Assets                                            Restated

            Current assets
               Cash and cash equivalents    $  707            $  619
               Accounts receivable
                 Trade                       1,454             1,253
                 Other                         277               438
               Inventories                     878               898
               Other current assets            123               170

                 Total current assets        3,439             3,378

            Investment in leases
            Investments and other
             assets                          2,650             3,338
            Property, plant and
             equipment, net                  1,690             2,033
                                            ------            ------
               Total assets                 $7,779            $8,749

            Liabilities and Shareholders' Equity

            Current liabilities
               Notes payable                $2,157              $289
               Accounts payable              1,322             1,330
               Other current liabilities     1,193             1,236

                 Total current liabilities   4,672             2,855

            Long-term debt                     225             1,611
            Deferred employee benefits
             and other noncurrent
             liabilities                     1,742             1,752
            Minority interest                   83               120
            Shareholders' equity             1,057             2,411

               Total liabilities and
                shareholders' equity        $7,779            $8,749


       Dana Corporation
       (Including Dana Credit Corporation on an Equity Basis)
       Condensed Statement of Cash Flows (Unaudited)
       (in millions)
                                           Three Months      Nine Months
                                          Ended Sept. 30    Ended Sept. 30
                                          2005      2004    2005      2004
                                                  Restated         Restated

        Net income (loss)               $(1,272)     $42  $(1,226)   $200
        Depreciation and amortization        60       84      214     249
        Impairments                         290        3      290       3
        (Gain) loss on asset sales           19      (20)      14     (23)
        Effect of change in accounting       (2)       -       (6)      -
        Working capital decrease
         (increase)                          47     (258)    (170)   (386)
        Deferred taxes                      773      (18)     734     (68)
        Other                               (72)      55      (73)    (26)
          Net cash flows -
           operating activities            (157)    (112)    (223)    (51)

        Purchases of property, plant
         and equipment                      (67)     (72)    (191)   (210)
        Proceeds from divestitures and
         asset sales                         30        3       53      34
        Other                                69       16       27     (32)
          Net cash flows -
           investing activities              32      (53)    (111)   (208)

        Net change in short-term debt       202      173      488     356
        Payments on long-term debt            -       (5)      (6)   (239)
        Proceeds from long-term debt          6                 6       -
        Dividends paid                      (18)     (17)     (54)    (53)
        Other                                (9)       3      (12)     16
          Net cash flows -
           financing activities             181      154      422      80
        Net change in cash and cash
         equivalents                         56      (11)      88    (179)
        Net change in cash -
         discontinued operations              -        -        -       2
        Cash and cash equivalents -
         beginning of period                651      498      619     664
        Cash and cash equivalents - end
         of period                         $707     $487     $707    $487


       Dana Corporation
       Condensed Consolidating Statement of Income (Unaudited)
       (in millions)


                                      Three Months Ended September 30, 2005

                                      Dana
                                   with DCC
                                   on Equity       Elimination      Dana
                                     Basis     DCC   Entries    Consolidated


        Net sales                   $2,396    $      $            $2,396
        Other income (expense)          (1)     19      (7)           11
                                     2,395      19      (7)        2,407

        Costs and expenses
          Cost of sales              2,293              (3)        2,290
          Selling, general and
            administrative expenses    128      11      (3)          136
          Impairment charges           290                           290
          Interest expense              34       9      (1)           42
                                     2,745      20      (7)        2,758

        Income (loss) before income
         taxes                        (350)     (1)      -          (351)
        Income tax benefit (expense)  (932)      3                  (929)
        Minority interest                1                             1
        Equity in earnings
          of affiliates                  7       1      (3)            5

        Income from continuing
         operations                 (1,274)      3      (3)       (1,274)

        Effect of change in
         accounting                      2                             2

        Net income                 $(1,272)   $  3   $  (3)      $(1,272)

            This consolidating statement provides a reconciliation of the
            amounts presented for Dana with Dana Credit Corporation (DCC) on
            an equity basis to amounts reported for Dana Corporation on a
            fully consolidated basis.


       Dana Corporation
       Condensed Consolidating Statement of Income (Unaudited)
       (in millions)

                                      Nine Months Ended September 30, 2005

                                      Dana
                                   with DCC
                                   on Equity       Elimination      Dana
                                     Basis     DCC   Entries    Consolidated

        Net sales                   $7,505    $      $            $7,505
        Other income (expense)          41      49     (23)           67
                                     7,546      49     (23)        7,572

        Costs and expenses
          Cost of sales              7,083             (11)        7,072
          Selling, general and
           administrative expenses     387      33      (7)          413
          Impairment charges           290                           290
          Interest expense             102      28      (5)          125
                                     7,862      61     (23)        7,900

        Income (loss) before income
         taxes                        (316)    (12)      -          (328)
        Income tax benefit (expense)  (946)     21                  (925)
        Minority interest               (5)                           (5)
        Equity in earnings               -
          of affiliates                 35       7     (16)           26

        Income from continuing
         operations                 (1,232)     16     (16)       (1,232)

        Effect of change in
         accounting                      6       -                     6

        Net income                 $(1,226)   $ 16   $ (16)      $(1,226)



           This consolidating statement provides a reconciliation of the
           amounts presented for Dana with Dana Credit Corporation (DCC) on
           an equity basis to amounts reported for Dana Corporation on a
           fully consolidated basis.


       Dana Corporation
       Condensed Consolidating Statement of Income (Unaudited)
       (in millions)

                                    Three Months Ended September 30, 2004
                                                    (Restated)

                                      Dana
                                   with DCC
                                   on Equity       Elimination      Dana
                                     Basis     DCC   Entries    Consolidated

        Net sales                   $2,114    $      $            $2,114
        Other income (expense)          23     (20)    (11)           (8)
                                     2,137     (20)    (11)        2,106

        Costs and expenses
          Cost of sales              1,970              (6)        1,964
          Selling, general and
            administrative expenses    115      11      (5)          121
          Interest expense              42      11                    53
                                     2,127      22     (11)        2,138

        Income before income taxes      10     (42)      0           (32)
        Income tax benefit (expense)    29      54                    83
        Minority interest               (3)                           (3)
        Equity in earnings
          of affiliates                 18       -     (12)            6

        Income from continuing
         operations                     54      12     (12)           54

        Income from discontinued
         operations                    (12)                          (12)

        Net income                  $   42    $ 12   $ (12)       $   42

            This consolidating statement provides a reconciliation of the
            amounts presented for Dana with Dana Credit Corporation (DCC) on
            an equity basis to amounts reported for Dana Corporation on a
            fully consolidated basis.


       Dana Corporation
       Condensed Consolidating Statement of Income (Unaudited)
       (in millions)


                                     Nine Months Ended September 30, 2004
                                                 (Restated)

                                      Dana
                                   with DCC
                                   on Equity       Elimination      Dana
                                     Basis     DCC   Entries    Consolidated

        Net sales                   $6,755    $      $            $6,755
        Other income (expense)          37      26     (36)           27
                                     6,792      26     (36)        6,782

        Costs and expenses
          Cost of sales              6,205             (19)        6,186
          Selling, general and
            administrative expenses    353      38     (16)          375
          Interest expense             120      37       -           157
                                     6,678      75     (35)        6,718

        Income (loss) before income
         taxes                         114     (49)     (1)           64
        Income tax benefit (expense)    (7)     91       1            85
        Minority interest               (9)                           (9)
        Equity in earnings
          of affiliates                 67       4     (46)           25

        Income from continuing
         operations                    165      46     (46)          165

        Income from discontinued
         operations                     35                            35

        Net income                  $  200    $ 46   $ (46)       $  200



            This consolidating statement provides a reconciliation of the
            amounts presented for Dana with Dana Credit Corporation (DCC) on
            an equity basis to amounts reported for Dana Corporation on a
            fully consolidated basis.


         Dana Corporation
         Condensed Consolidating Balance Sheet (Unaudited)
         (in millions)

                                              September 30, 2005

                                      Dana
                                   with DCC
                                   on Equity      Elimination      Dana
                                     Basis    DCC   Entries    Consolidated

          Current assets
            Cash and cash
             equivalents            $  707    $ 23   $            $  730
            Accounts receivable
             Trade                   1,454                         1,454
             Other                     277     285    (288)          274
            Inventories                878                           878
            Other current assets       123     183    (160)          146

             Total current assets    3,439     491    (448)        3,482

          Investment in leases           -     664    (408)          256
          Investments and other
           assets                    2,650       -    (253)        2,397
          Property, plant and
           equipment, net            1,690       8      44         1,742

            Total assets            $7,779  $1,163 $(1,065)       $7,877

          Liabilities and Shareholders' Equity

          Current liabilities
            Notes payable           $2,157  $  431   $(284)       $2,304
            Accounts payable         1,322       -                 1,322
            Other current
             liabilities             1,193      53    (164)        1,082

             Total current
              liabilities            4,672     484    (448)        4,708

          Long-term debt               225      55                   280
          Deferred employee
           benefits and other
           noncurrent liabilities    1,742     305    (300)        1,747
          Minority interest             83       2                    85
          Shareholders' equity       1,057     317    (317)        1,057

            Total liabilities and
             shareholders' equity   $7,779  $1,163 $(1,065)       $7,877

             This consolidating statement provides a reconciliation of the
             amounts presented for Dana with Dana Credit Corporation (DCC)
             on an equity basis to amounts reported for Dana Corporation on
             a fully consolidated basis.


         Dana Corporation
         Condensed Consolidating Balance Sheet (Unaudited)
         (in millions)

                                          December 31, 2004 (Restated)

                                      Dana
                                   with DCC
                                   on Equity      Elimination      Dana
                                     Basis    DCC   Entries    Consolidated
          Assets

          Current assets
            Cash and cash
             equivalents            $  619    $ 15   $            $  634
            Accounts receivable
             Trade                   1,254                         1,254
             Other                     437     208    (208)          437
            Inventories                898                           898
            Other current assets       170     137    (107)          200

             Total current assets    3,378     360    (315)        3,423

          Investment in leases                 411    (130)          281
          Investments and other
           assets                    3,338     467    (661)        3,144
          Property, plant and
           equipment, net            2,033       8     130         2,171

            Total assets            $8,749  $1,246   $(976)       $9,019

          Liabilities and Shareholders' Equity

          Current liabilities
            Notes payable             $289     $68   $(202)         $155
            Accounts payable         1,330                         1,330
            Other current
             liabilities             1,236      67    (115)        1,188

             Total current
              liabilities            2,855     135    (317)        2,673

          Long-term debt             1,611     443                 2,054
          Deferred employee benefits
            and other noncurrent
            liabilities              1,752     311    (304)        1,759
          Minority interest            120       2                   122
          Shareholders' equity       2,411     355    (355)        2,411

            Total liabilities and
             shareholders' equity   $8,749  $1,246   $(976)       $9,019


             This consolidating statement provides a reconciliation of the
             amounts presented for Dana with Dana Credit Corporation (DCC)
             on an equity basis to amounts reported for Dana Corporation on
             a fully consolidated basis.


        Dana Corporation
        Consolidating Cash Flow (Unaudited)
        (in millions)
                                      Three Months Ended September 30, 2005

                                      Dana
                                   with DCC
                                   on Equity       Elimination      Dana
                                     Basis    DCC    Entries    Consolidated

         Net income                $(1,272)   $  3   $ (3)       $(1,272)
         Depreciation and
          amortization                  60       4      -             64
         Loss on divestitures and
          asset sales                   19       -      -             19
         Effect of change in
          accounting                    (2)                           (2)
         Impairments                   290                           290
         Working capital decrease
          (increase)                    47     (46)    21             22
         Deferred taxes                773     (10)     -            763
         Other                         (72)     34      3            (35)
           Net cash flows -
            operating activities      (157)    (15)    21           (151)

         Purchases of property, plant
          and equipment                (67)     (2)     -            (69)
         Payments received on leases
          and partnerships               -      32      -             32
         Proceeds from Asset sales      30       9      -             39
         Other                          69     (31)     -             38
           Net cash flows -
            investing activities        32       8      -             40

         Net change in short-term
          debt                         202       -    (21)           181
         Proceeds from long-term
          debt                           6      15                    21
         Payments on long-term debt      -       -      -              -
         Dividends paid                (18)      -      -            (18)
         Other                          (9)      -      -             (9)
           Net cash flows -
            financing activities       181      15    (21)           175
         Net change in cash and cash
          equivalents                   56       8      -             64
         Cash and cash equivalents -
          beginning of period          651      15      -            666
         Cash and cash equivalents -
          end of period               $707     $23   $  -          $ 730


         This consolidating statement provides a reconciliation of the
         amounts presented for Dana with Dana Credit Corporation (DCC) on an
         equity basis to amounts presented for Dana Corporation on a
         fully consolidated basis.


     Dana Corporation
     Consolidating Cash Flow (Unaudited)
     (in millions)

                                      Nine Months Ended September 30, 2005

                                      Dana
                                   with DCC
                                   on Equity       Elimination      Dana
                                     Basis    DCC    Entries    Consolidated

      Net income                    $(1,226)  $ 16   $ (16)      $(1,226)
      Depreciation and amortization     214     13       -           227
      Loss on divestitures and asset
       sales                             14      -       -            14
      Effect of change in accounting     (6)                          (6)
      Impairments                       290                          290
      Working capital increase         (170)  (104)     81          (193)
      Deferred taxes                    734     (6)      -           728
      Other                             (73)   (27)    (34)         (134)
          Net cash flows -
           operating activities        (223)  (108)     31          (300)

      Purchases of property, plant
       and equipment                   (191)    (2)                 (193)
      Payments received on leases
       and partnerships                   -     70       -            70
      Proceeds from Asset sales          53    122       -           175
      Other                              27      1       -            28
          Net cash flows -
           investing activities        (111)   191       -            80

      Net change in short-term debt      488    (1)    (81)          406
      Proceeds from long-term debt         6    15       -            21
      Payments on long-term debt          (6)  (39)      -           (45)
      Dividends paid                     (54)  (50)     50           (54)
      Other                              (12)                        (12)
          Net cash flows -
           financing activities          422   (75)    (31)          316
      Net change in cash and cash
       equivalents                        88     8       -            96
      Cash and cash equivalents -
       beginning of period               619    15       -           634
      Cash and cash equivalents - end
       of period                        $707  $ 23   $   -          $730

      This consolidating statement provides a reconciliation of the amounts
      presented for Dana with Dana Credit Corporation (DCC) on an equity
      basis to amounts presented for Dana Corporation on a fully
      consolidated basis.


     Dana Corporation
     Condensed Statement of Cash Flows (Unaudited)
     (in millions)
                                       Three Months Ended September 30, 2004
                                                    (Restated)
                                      Dana
                                   with DCC
                                   on Equity       Elimination      Dana
                                     Basis    DCC    Entries    Consolidated

      Net income                    $  42     $ 12   $ (12)       $   42
      Depreciation and amortization    84        6       -            90
      Loss on divestitures and asset
       sales                          (20)     (12)      -           (32)
      Impairments                       3       21                    24
      Working capital decrease
       (increase)                    (258)    (141)    150          (249)
      Deferred taxes                  (18)     (13)      -           (31)
      Other                            55      (16)      7            46
            Net cash flows -
             operating activities    (112)    (143)    145          (110)

      Purchases of property, plant
       and equipment                  (72)      (1)      -           (73)
      Payments received on leases
       and  partnerships                -        2       -             2
      Proceeds from Asset sales         3      163       -           166
      Other                            16        3       -            17
            Net cash flows -
             investing activities     (53)     165       -           112

      Net change in short-term debt   173        -    (145)           28
      Payments on long-term debt       (5)     (96)      -          (101)
      Dividends paid                  (17)       -       -           (17)
      Other                             3        -       -             3
            Net cash flows -
             financing activities     154      (96)   (145)          (87)
      Net change in cash and cash
       equivalents                    (11)     (74)      -           (85)
      Cash and cash equivalents -
       beginning of period            498       99       -           597
      Cash and cash equivalents -
       end of period                 $487     $ 25   $   -        $  512

      This consolidating statement provides a reconciliation of the amounts
      presented for Dana with Dana Credit Corporation (DCC) on an equity
      basis to amounts presented for Dana Corporation on a fully
      consolidated basis.


     Dana Corporation
     Condensed Statement of Cash Flows (Unaudited)
     (in millions)
                                       Nine Months Ended September 30, 2004
                                                    (Restated)
                                      Dana
                                   with DCC
                                   on Equity       Elimination      Dana
                                     Basis    DCC    Entries    Consolidated

      Net income                     $ 200    $ 46   $ (46)       $  200
      Depreciation and amortization    249      24       -           273
      Loss on divestitures and asset
       sales                           (23)    (34)      -           (57)
       Impairments                       3      21                    24
      Working capital decrease
       (increase)                     (386)   (142)    150          (378)
      Deferred taxes                   (68)     (4)      -           (72)
      Other                            (26)    (62)     41           (47)
            Net cash flows -
             operating activities      (51)   (151)    145           (57)

      Purchases of property, plant
       and equipment                  (210)     (7)      3          (214)
      Payments received on leases
       and  partnerships                        10       -            10
      Proceeds from Asset sales         34     287      (3)          318
      Other                            (32)     10       -           (22)
            Net cash flows -
             investing activities     (208)    300       -            92

      Net change in short-term debt    356     (30)   (145)          181
      Proceeds from long-term debt       -       5                     5
      Payments on long-term debt      (239)   (166)      -          (405)
      Dividends paid                   (53)      -       -           (53)
      Other                             16       -       -            16
            Net cash flows -
             financing activities       80    (191)   (145)         (256)
      Net change in cash and cash
       equivalents                    (179)    (42)      -          (221)
      Net change in cash -
       discontinued operations           2                             2
      Cash and cash equivalents -
       beginning of period             665      66       -           731
      Cash and cash equivalents -
       end of period                 $ 488    $ 24   $   -          $512

      This consolidating statement provides a reconciliation of the amounts
      presented for Dana with Dana Credit Corporation (DCC) on an equity
      basis to amounts presented for Dana Corporation on a fully
      consolidated basis.


                                        Three Months Ended September 30,
                                              Inter-                   Net
                                     External Segment    Operating   Profit
                 2005                  Sales  Sales  EBIT      PAT    (Loss)
  ASG                                 $1,745   $39    $41      $29     $(13)
  HVTSG                                  642     2     16       10       (9)
  DCC                                                            3        3
  Other                                    9    12    (75)    (105)     (44)
  Total operations                     2,396    53    (18)     (63)     (63)
  Valuation adjustment against
   deferred tax asset                                         (920)    (920)
  Effect of change in accounting                                 2        2
  Unusual items excluded from
   performance measures                              (306)    (291)    (291)
  Consolidated                        $2,396   $53  $(324) $(1,272) $(1,272)

           2004 - Restated
  ASG                                 $1,534   $49    $65      $44       $9
  HVTSG                                  559     1     41       26       10
  DCC                                                            4        4
  Other                                   21    15    (65)     (34)      17
  Total continuing operations          2,114    65     41       40       40
  Discontinued operations                              29       17       17
  Unusual items excluded from
   performance measures                                (6)     (15)     (15)
  Consolidated                        $2,114   $65    $64      $42      $42


                                        Nine Months Ended September 30,
                                              Inter-                   Net
                                     External Segment    Operating   Profit
                 2005                  Sales  Sales  EBIT      PAT    (Loss)
  ASG                                 $5,467  $110   $179     $128      $14
  HVTSG                                2,014     4     81       50       (3)
  DCC                                                           12       12
  Other                                   24    42   (201)    (210)     (43)
  Total operations                     7,505   156     59      (20)     (20)
  Valuation adjustment against
   deferred tax asset                                         (920)    (920)
  Effect of change in accounting                                 6        6
  Unusual items excluded from
   performance measures                              (297)    (292)    (292)
  Consolidated                        $7,505  $156  $(238) $(1,226) $(1,226)

           2004 - Restated
  ASG                                 $4,966  $141   $270     $184      $85
  HVTSG                                1,719     3    125       77       34
  DCC                                                           16       16
  Other                                   70    48   (174)    (145)      (3)
  Total continuing operations          6,755   192    221      132      132
  Discontinued operations                              86       48       48
  Unusual items excluded from
   performance measures                               (15)      20       20
  Consolidated                        $6,755  $192   $292     $200     $200


                                        Three Months Ended September 30,
                                              Inter-                   Net
                                     External Segment    Operating   Profit
                 2005                  Sales  Sales  EBIT      PAT    (Loss)
  North America                       $1,476   $33   $(38)    $(28)    $(58)
  Europe                                 452    30     31       22       12
  South America                          259    61     33       20       15
  Asia Pacific                           209    12     19       12        7
  DCC                                                            3        3
  Other                                               (63)     (92)     (42)
  Total operations                     2,396   136    (18)     (63)     (63)
  Valuation adjustment to deferred
   tax asset                                                  (920)    (920)
  Effect of change in accounting                                 2        2
  Unusual items excluded from
   performance measures                              (306)    (291)    (291)
  Consolidated                        $2,396  $136  $(324) $(1,272) $(1,272)
           2004 - Restated
  North America                       $1,382   $33    $15       $9     $(15)
  Europe                                 397    23     30       22       15
  South America                          172    56     28       17       14
  Asia Pacific                           163    14      9        6        2
  DCC                                                            4        4
  Other                                               (41)     (18)      20
  Total continuing operations          2,114   126     41       40       40
  Discontinued operations                              29       17       17
  Unusual items excluded from
   performance measures                                (6)     (15)     (15)
  Consolidated                        $2,114  $126    $64      $42      $42


                                        Nine Months Ended September 30,
                                              Inter-                   Net
                                     External Segment    Operating   Profit
                 2005                  Sales  Sales  EBIT      PAT    (Loss)
  North America                       $4,687   $93   $(23)    $(18)   $(105)
  Europe                               1,507    91    118       82       54
  South America                          713   187     87       54       41
  Asia Pacific                           598    37     51       33       20
  DCC                                                           12       12
  Other                                              (174)    (183)     (42)
  Total operations                     7,505   408     59      (20)     (20)
  Valuation adjustment against net
   deferred tax assets                                        (920)    (920)
  Effect of change in accounting                                 6        6
  Unusual items excluded from
   performance measures                              (297)    (292)    (292)
  Consolidated                        $7,505  $408  $(238) $(1,226) $(1,226)
           2004 - Restated
  North America                       $4,553  $100   $166     $103      $23
  Europe                               1,255    74     94       67       44
  South America                          454   150     73       45       37
  Asia Pacific                           493    38     32       21        9
  DCC                                                           16       16
  Other                                              (144)    (120)       3
  Total continuing operations          6,755   362    221      132      132
  Discontinued operations                              86       48       48
  Unusual items excluded from
   performance measures                               (15)      20       20
  Consolidated                        $6,755  $362   $292     $200     $200

FCMN Contact: michelle.hards@dana.com

Photo: http://www.newscom.com/cgi-bin/prnh/19990903/DANA

SOURCE: Dana Corporation

CONTACT: Investor Relations: Michelle L. Hards, +1-419-535-4636,
michelle.hards@dana.com, or Media Relations: Todd M. Romain, +1-419-535-4727,
todd.romain@dana.com, both of Dana Corporation

Web site: http://www.dana.com/

Company News On-Call: http://www.prnewswire.com/comp/226839.html