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Dana Corporation Reports Third-Quarter Earnings

TOLEDO, Ohio, Oct. 20, 2004 -- Dana Corporation today announced third-quarter sales of $2.1 billion, compared to $1.9 billion during the same period last year. Net income for the quarter totaled $40 million, or 27 cents per share, compared to $61 million, or 41 cents per share, for the period in 2003.

Net unusual charges for the quarter totaled $20 million. This amount includes net gains resulting from the sale of Dana's interest in certain assets and technology to a joint venture with the Knorr-Bremse Group and the company's continued program of divesting assets of its Dana Credit Corporation (DCC) operation. These gains were more than offset by charges primarily associated with the sale of Dana's automotive aftermarket businesses, including the reversal of an anticipated tax benefit of $20 million which was recognized in the second quarter of 2004. Based on our current expectations of the effect of the transaction, which is now anticipated to close in November, recognition of this tax benefit is no longer warranted.

Excluding unusual items, third-quarter 2004 net income was $60 million, or 40 cents per share, compared to $43 million, or 29 cents per share for the period last year. Third-quarter 2004 results, however, included the impact from several positive tax developments, including the adjustment of the company's effective tax rate for the year to 31 percent. The reduction in the effective rate reflects, among other items, credits for research and development costs. In addition, a tax benefit of $24 million was recorded to recognize the utilization of capital loss carryforwards related to the settlement of certain issues with tax authorities, as well as adjustments associated with the finalization of the prior-year's tax returns.

"Setting aside taxes, it was an otherwise disappointing quarter, largely because of the increasing cost of raw materials," said Dana Chairman and CEO Mike Burns. "The increase in steel costs alone totaled $22 million after tax, net of recoveries from our customers.

"We had expected that the bottom-line impact of the commodity price increases would be offset by the stronger performance in our heavy-vehicle business and continuing cost-reduction efforts," he added. "But, the magnitude of the raw material increases, coupled with a decrease in light- vehicle production volumes, hit us harder than expected."

Nine-Month Results

Dana's nine-month consolidated sales were $6.8 billion, up from $5.9 billion during the same period last year. Net income during the first three quarters of 2004 was $215 million, or $1.43 per share, including $15 million in unusual net gains. This compares to net income of $154 million, or $1.04 per share, including $33 million in unusual net gains during the initial nine months of 2003.

"Looking at the year-to-date results, we were reasonably satisfied with the performance from our Heavy Vehicle Technologies and Systems Group, which benefited from a solid commercial vehicle market in North America, and strong global off-highway vehicle production," Mr. Burns said. "It was a different story in our Automotive Systems Group. Although their sales were up, about 30 percent of the sales increase resulted from currency translation and new programs in our structures group, which are only beginning to contribute to the bottom line. Additionally, the automotive group bore the brunt of the increased steel costs."

Looking Ahead

On Oct. 12, Dana revised its expectation for 2004 earnings per share, excluding unusual items, from $1.90 per share to a range of $1.60 to $1.65 per share. The full-year effect of unusual items, such as the sale of DCC assets and the divestiture of the company's automotive aftermarket businesses, cannot reasonably be quantified at this time and was excluded from this guidance.

"We believe that raw material costs will continue to adversely affect us, at least in the near term," Mr. Burns said. "As we move into 2005, however, we can expect more of an offsetting benefit from our cost reduction programs. These include the consolidation of our purchasing function, the accelerated deployment of lean manufacturing techniques, and the standardization of administrative processes throughout the company.

"At the same time, we are not solely focused on cutting costs," he said. "We are equally committed to growing our top line faster - we've added significantly to our book of new business over the last three months, the heavy-truck and off-highway markets continue to grow, and we are focused on expanding our global footprint."

Quarterly Conference Call Scheduled Today at 10 a.m.

Dana will discuss its third-quarter results in a conference call at 10 a.m. (EDT) today. The call may be accessed via Dana's web site ( http://www.dana.com/ ), where it will be accompanied by a brief slide presentation, or by dialing (800) 275-3210. Please dial into the conference five minutes prior to the call. An audio recording of this conference call will be available after 2 p.m. today. To access this recording, please dial (800) 537-8823. A webcast replay of the call will be available after 4 p.m. today and will be accessible via the Dana web site.

Dana Corporation is a global leader in the design, engineering, and manufacture of value-added products and systems for automotive, commercial, and off-highway vehicles. Delivering on a century of innovation, the company's continuing operations employ approximately 45,000 people worldwide dedicated to advancing the science of mobility. Founded in 1904 and based in Toledo, Ohio, Dana operates technology, manufacturing, and customer-service facilities in 30 countries. Sales from continuing operations totaled $7.9 billion in 2003. Dana's Internet address is: http://www.dana.com/ .

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

                                             Three Months Ended
                                                September 30        Percent
                                              2004        2003       Change

       Sales                                 $2,114      $1,880        12%

       Income from continuing operations        $51         $37        38%
       Income (loss) from discontinued
        operations                              (11)         24      -146%
       Net income                               $40         $61       -34%

       Income from continuing operations        $51         $37        38%
       Gain associated with the sale of assets
        to a newly formed joint venture         (13)
       Net gains associated with DCC
        asset sales                              (2)         (9)      -78%
       Gain on repurchase of notes                           (9)
       Restructuring charges                      5
       Income from continuing operations,
        excluding unusual items                 $41         $19       116%

       Income (loss) from discontinued
        automotive aftermarket business        $(11)        $24      -146%
       Adjustment of deferred tax allowance
        related to aftermarket sale              20
       Costs relating to sale of
        aftermarket businesses                   10
       Income from discontinued operations,
        excluding unusual items                 $19         $24       -21%

       Diluted earnings per share:
        Income from continuing operations     $0.34       $0.25        36%
        Income (loss) from discontinued
         operations                           (0.07)       0.16      -144%
        Net income                            $0.27       $0.41       -34%

        Income from continuing operations,
         excluding unusual items              $0.27       $0.13       108%
        Income from discontinued operations,
         excluding unusual items               0.13        0.16       -19%
        Net income, excluding unusual items    0.40        0.29        38%
        Unusual items                         (0.13)       0.12      -208%
        Net income                            $0.27       $0.41       -34%

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

                                              Nine Months Ended
                                                 September 30        Percent
                                               2004        2003      Change

        Sales                                 $6,756      $5,868       15%

        Income from continuing operations       $178        $119       50%
        Income from discontinued operations       37          35        6%
        Net income                              $215        $154       40%

        Income from continuing operations       $178        $119       50%
        Gain associated with the sale of assets
         to a newly formed joint venture         (13)
        Net gains associated with DCC
         asset sales                             (20)        (26)     -23%
        Gain on repurchase of notes                           (9)
        Restructuring charges                      5

        Income from continuing operations,
         excluding unusual items                $150         $84       79%

        Income from discontinued automotive
         aftermarket business                    $37         $43      -14%
        Loss from engine management business      (8)

        Income from discontinued operations       37          35        6%
        Loss on engine management sale                         2
        Costs relating to sale of
         aftermarket businesses                   13
        Income from discontinued operations,
         excluding unusual items                 $50         $37       35%

        Diluted earnings per share:
         Income from continuing operations     $1.18       $0.80       48%
         Income from discontinued operations    0.25        0.24        4%
         Net income                            $1.43       $1.04       38%

         Income from continuing operations,
          excluding unusual items              $0.99       $0.56       77%
         Income from discontinued operations,
          excluding unusual items               0.33        0.25       32%
         Net income, excluding unusual items    1.32        0.81       63%
         Unusual items                          0.11        0.23      -52%
         Net income                            $1.43       $1.04       38%

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

                                             Three Months Ended September 30
                                                   2004               2003

        Net sales                                 $2,114             $1,880
        Revenue from lease financing
         and other income (expense)                   (7)                41
                                                   2,107              1,921

        Costs and expenses
          Cost of sales                            1,955              1,731
          Selling, general and
           administrative expenses                   123                115
          Interest expense                            62                 55
                                                   2,140              1,901

        Income (loss) before income taxes            (33)                20
        Income tax benefit                            81                 13
        Minority interest                             (3)                (1)
        Equity in earnings of affiliates               6                  5

        Income from continuing operations             51                 37

        Income (loss) from discontinued
         operations                                  (11)                24

        Net income                                   $40                $61

        Basic earnings per share
          Income from continuing operations        $0.35              $0.25
          Income (loss) from discontinued
           operations                              (0.07)              0.16
          Net income                               $0.28              $0.41

        Diluted earnings per share
          Income from continuing operations        $0.34              $0.25
          Income (loss) from discontinued
           operations                              (0.07)              0.16
          Net income                               $0.27              $0.41

        Average shares outstanding -
           For Basic EPS                             149                148
           For Diluted EPS                           151                149

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

                                              Nine Months Ended September 30
                                                   2004               2003

        Net sales                                 $6,756             $5,868
        Revenue from lease financing
          and other income                            32                113
                                                   6,788              5,981

        Costs and expenses
          Cost of sales                            6,161              5,370
          Selling, general and
           administrative expenses                   381                392
          Interest expense                           164                169
                                                   6,706              5,931

        Income before income taxes                    82                 50
        Income tax benefit                            78                 34
        Minority interest                             (9)                (4)
        Equity in earnings of affiliates              27                 39

        Income from continuing operations            178                119

        Income from discontinued operations           37                 35

        Net income                                  $215               $154

        Basic earnings per share
          Income from continuing operations        $1.20              $0.80
          Income from discontinued operations       0.25               0.24
          Net income                               $1.45              $1.04

        Diluted earnings per share
          Income from continuing operations        $1.18              $0.80
          Income from discontinued operations       0.25               0.24
          Net income                               $1.43              $1.04

        Average shares outstanding -
           For Basic EPS                             149                148
           For Diluted EPS                           151                149

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

                                               September 30      December 31
          Assets                                   2004              2003

          Current assets
             Cash and cash equivalents              $512              $731
             Accounts receivable
               Trade                               1,351             1,048
               Other                                 287               326
             Inventories                             846               743
             Assets of discontinued operations     1,332             1,254
             Other current assets                    555               431

               Total current assets                4,883             4,533

          Investment in leases                       419               622
          Investments and other assets             2,473             2,252
          Property, plant and equipment, net       1,933             2,210

             Total assets                         $9,708            $9,617

          Liabilities and Shareholders' Equity

          Current liabilities
             Notes payable                          $313              $493
             Accounts payable                      1,266             1,076
             Liabilities of discontinued
              operations                             336               307
             Other current liabilities             1,073             1,089

               Total current liabilities           2,988             2,965

          Long-term debt                           2,542             2,605
          Deferred employee benefits and other
           noncurrent liabilities                  1,832             1,901
          Minority interest                          107                96
          Shareholders' equity                     2,239             2,050

             Total liabilities and
              shareholders' equity                $9,708            $9,617

         Dana Corporation
         Condensed Statement of Cash Flows (Unaudited)
         (in millions)
                                             Three Months Ended September 30
                                                      2004        2003

          Net income                                  $40         $61
          Depreciation and amortization                90          92
          Asset impairment                             22           9
          Gain on divestitures, asset
           sales and note repurchases                 (40)         (7)
          Working capital increase                   (249)        (33)
          Deferred taxes                              (23)        (15)
          Other                                        41          10
           Net cash flows - operating activities     (119)        117

          Purchases of property, plant and equipment  (66)        (73)
          Payments received on leases                   2           5
          Net loan repayments from customers                        1
          Asset sales                                 169          27
          Other                                        19          24
           Net cash flows - investing activities      124         (16)

          Net change in short-term debt                28          88
          Payments on and repurchases
           of long-term debt                         (101)       (182)
          Dividends paid                              (17)         (2)
          Other                                                    (1)
           Net cash flows - financing activities      (90)        (97)
          Net change in cash and cash equivalents     (85)          4
          Net change in cash - discontinued operations
          Cash and cash equivalents - beginning
           of period                                  597         632
          Cash and cash equivalents - end of period  $512        $636

         Dana Corporation
         Condensed Statement of Cash Flows (Unaudited)
         (in millions)
                                              Nine Months Ended September 30
                                                     2004        2003

          Net income                                 $215        $154
          Depreciation and amortization               273         294
          Asset impairment                             24          18
          Gain on divestitures, asset
           sales and note repurchases                 (65)        (29)
          Working capital increase                   (413)       (317)
          Deferred taxes                              (64)        (28)
          Other                                       (34)         (7)
           Net cash flows - operating activities      (64)         85

          Purchases of property, plant
           and equipment                             (208)       (215)
          Payments received on leases                   8          21
          Net loan repayments from customers            2          12
          Divestitures                                            145
          Asset sales                                 324         206
          Other                                       (21)         33
           Net cash flows - investing activities      105         202

          Net change in short-term debt               181          (9)
          Proceeds from long-term debt                  5
          Payments on and repurchases
           of long-term debt                         (405)       (225)
          Dividends paid                              (53)         (5)
          Other                                        10          16
           Net cash flows - financing activities     (262)       (223)
          Net change in cash and cash equivalents    (221)         64
          Net change in cash - discontinued
           operations                                   2           1
          Cash and cash equivalents - beginning
           of period                                  731         571
          Cash and cash equivalents - end of period  $512        $636

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

                                             Three Months Ended September 30
                                                   2004              2003

          Net sales                               $2,114            $1,880
          Other income                                23                32
                                                   2,137             1,912

          Costs and expenses
            Cost of sales                          1,961             1,741
            Selling, general and
             administrative expenses                 114               101
            Interest expense                          51                40
                                                   2,126             1,882

          Income before income taxes                  11                30
          Income tax benefit (expense)                30                (9)
          Minority interest                           (3)               (1)
          Equity in earnings of affiliates            13                17

          Income from continuing operations           51                37

          Income (loss) from discontinued operations (11)               24

          Net income                                 $40               $61

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

                                              Nine Months Ended September 30
                                                   2004              2003

          Net sales                               $6,756            $5,868
          Other income                                43                72
                                                   6,799             5,940

          Costs and expenses
            Cost of sales                          6,183             5,404
            Selling, general and
             administrative expenses                 357               341
            Interest expense                         128               122
                                                   6,668             5,867

          Income before income taxes                 131                73
          Income tax expense                          (8)              (21)
          Minority interest                           (9)               (4)
          Equity in earnings of affiliates            64                71

          Income from continuing operations          178               119

          Income from discontinued operations         37                35

          Net income                                $215              $154

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

                                               September 30      December 31
            Assets                                  2004              2003

            Current assets
               Cash and cash equivalents            $487              $664
               Accounts receivable
                 Trade                             1,351             1,048
                 Other                               270               300
               Inventories                           846               743
               Assets of discontinued operations   1,332             1,254
               Other current assets                  533               399

                 Total current assets              4,819             4,408

            Investments and other assets           2,661             2,580
            Property, plant and equipment, net     1,916             2,014

               Total assets                       $9,396            $9,002

            Liabilities and
             Shareholders' Equity

            Current liabilities
               Notes payable                        $382              $260
               Accounts payable                    1,266             1,076
               Liabilities of discontinued
                operations                           336               307
               Other current liabilities           1,160             1,235

                 Total current liabilities         3,144             2,878

            Long-term debt                         2,084             2,087
            Deferred employee benefits and
             other noncurrent liabilities          1,824             1,893
            Minority interest                        105                94
            Shareholders' equity                   2,239             2,050

               Total liabilities and
                shareholders' equity              $9,396            $9,002

        Dana Corporation
        (Including Dana Credit Corporation on an Equity Basis)
        Cash Flow Impact on Net Debt (Unaudited)
        (in millions)

                                             Three Months Ended September 30
                                                   2004             2003
         Sources
            Net income                              $40              $61
            Depreciation                             85               78
            Asset sales                               7                1
            Working capital decrease (increase)    (236)               3
                                                   (104)             143

         Uses
            Capital spend                           (65)             (76)
            Dividends                               (17)              (2)
            Restructuring cash payments             (16)             (28)
            Deferred taxes                           21                5
            Investment in and undistributed
             earnings of equity affiliates          (16)             (18)
            Net changes in other accounts            18               24
                                                    (75)             (95)
        Cash change in net debt                   $(179)             $48

        Dana Corporation
        (Including Dana Credit Corporation on an Equity Basis)
        Cash Flow Impact on Net Debt (Unaudited)
        (in millions)

                                              Nine Months Ended September 30
                                                   2004             2003
         Sources
            Net income                             $215             $154
            Depreciation                            250              249
            Asset sales                              40               44
            Divestitures                            -                145
            Working capital increase               (351)            (219)
                                                    154              373

         Uses
            Capital spend                          (204)            (209)
            Dividends                               (53)              (5)
            Restructuring cash payments             (65)             (92)
            Deferred taxes                          (29)              (1)
            Investment in and undistributed
             earnings of  equity affiliates         (80)             (77)
            Net changes in other accounts           (17)              59
                                                   (448)            (325)
        Cash change in net debt                   $(294)             $48

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

                                      Three Months Ended September 30, 2004

                                      Dana with             Elimi-     Dana
                                        DCC on              nation  Consoli-
                                     Equity Basis    DCC    Entries   dated

        Net sales                         $2,114       $        $    $2,114
        Other income (expense)                23     (20)     (10)       (7)
                                           2,137     (20)     (10)    2,107

        Costs and expenses
          Cost of sales                    1,961               (6)    1,955
          Selling, general and
           administrative expenses           114      12       (3)      123
          Interest expense                    51      12       (1)       62
                                           2,126      24      (10)    2,140

        Income (loss) before income taxes     11     (44)     -         (33)
        Income tax benefit                    30      51                 81
        Minority interest                     (3)                        (3)
        Equity in earnings of affiliates      13               (7)        6

        Income from continuing operations     51       7       (7)       51

        Income from discontinued operations  (11)                       (11)

        Net income                           $40      $7      $(7)      $40

            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

                                      Dana with             Elimi-     Dana
                                        DCC on              nation  Consoli-
                                     Equity Basis    DCC    Entries   dated

        Net sales                         $6,756       $        $    $6,756
        Other income                          43      26      (37)       32
                                           6,799      26      (37)    6,788

        Costs and expenses
          Cost of sales                    6,183              (22)    6,161
          Selling, general and
           administrative expenses           357      38      (14)      381
          Interest expense                   128      37       (1)      164
                                           6,668      75      (37)    6,706

        Income (loss) before income taxes    131     (49)     -          82
        Income tax benefit (expense)          (8)     86                 78
        Minority interest                     (9)                        (9)
        Equity in earnings of affiliates      64       4      (41)       27

        Income from continuing operations    178      41      (41)      178

        Income from discontinued operations   37                         37

        Net income                          $215     $41     $(41)     $215

            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, 2003

                                      Dana with             Elimi-     Dana
                                        DCC on              nation  Consoli-
                                     Equity Basis    DCC    Entries   dated

        Net sales                         $1,880       $        $    $1,880
        Other income                          32      27      (18)       41
                                           1,912      27      (18)    1,921

        Costs and expenses
          Cost of sales                    1,741              (10)    1,731
          Selling, general and
           administrative expenses           101      22       (8)      115
          Interest expense                    40      15                 55
                                           1,882      37      (18)    1,901

        Income (loss) before income taxes     30     (10)     -          20
        Income tax benefit (expense)          (9)     22                 13
        Minority interest                     (1)                        (1)
        Equity in earnings of affiliates      17       5      (17)        5

        Income from continuing operations     37      17      (17)       37

        Income from discontinued operations   24                         24

        Net income                           $61     $17     $(17)      $61

            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, 2003

                                      Dana with             Elimi-     Dana
                                        DCC on              nation  Consoli-
                                     Equity Basis    DCC    Entries   dated

        Net sales                         $5,868       $        $    $5,868
        Other income                          72     101      (60)      113
                                           5,940     101      (60)    5,981

        Costs and expenses
          Cost of sales                    5,404              (34)    5,370
          Selling, general and
           administrative expenses           341      77      (26)      392
          Interest expense                   122      47                169
                                           5,867     124      (60)    5,931

        Income (loss) before income taxes     73     (23)     -          50
        Income tax benefit (expense)         (21)     55                 34
        Minority interest                     (4)                        (4)
        Equity in earnings of affiliates      71      16      (48)       39

        Income from continuing operations    119      48      (48)      119

        Income from discontinued operations   35                         35

        Net income                          $154     $48     $(48)     $154

            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, 2004

                                      Dana with             Elimi-     Dana
                                        DCC on              nation  Consoli-
          Assets                     Equity Basis   DCC     Entries   dated

          Current assets
            Cash and cash equivalents    $487       $25        $       $512
            Accounts receivable
             Trade                      1,351                         1,351
             Other                        270       169     (152)       287
            Inventories                   846                           846
            Assets of discontinued
             operations                 1,332                         1,332
            Other current assets          533       156     (134)       555

             Total current assets       4,819       350     (286)     4,883

          Investment in leases                      419                 419
          Investments and other assets  2,661       467     (655)     2,473
          Property, plant and
           equipment, net               1,916        17      -        1,933

            Total assets               $9,396    $1,253    $(941)    $9,708

          Liabilities and
           Shareholders' Equity

          Current liabilities
            Notes payable                $382       $76    $(145)      $313
            Accounts payable            1,266                         1,266
            Liabilities of
             discontinued operations      336                           336
            Other current liabilities   1,160        55     (142)     1,073

             Total current liabilities  3,144       131     (287)     2,988

          Long-term debt                2,084       458               2,542
          Deferred employee benefits
           and other noncurrent
           liabilities                  1,824       330     (322)     1,832
          Minority interest               105         2                 107
          Shareholders' equity          2,239       332     (332)     2,239

            Total liabilities and
             shareholders' equity      $9,396    $1,253    $(941)    $9,708

            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, 2003

                                     Dana with              Elimi-     Dana
                                       DCC on               nation  Consoli-
          Assets                    Equity Basis   DCC      Entries   dated

          Current assets
            Cash and cash equivalents   $664       $67          $      $731
            Accounts receivable
             Trade                     1,048                          1,048
             Other                       300        26                  326
            Inventories                  743                            743
            Assets of discontinued
             operations                1,254                          1,254
            Other current assets         399       212      (180)       431

             Total current assets      4,408       305      (180)     4,533

          Investment in leases                     802      (180)       622
          Investments and other
           assets                      2,580       559      (887)     2,252
          Property, plant and
           equipment, net              2,014        16       180      2,210

            Total assets              $9,002    $1,682   $(1,067)    $9,617

          Liabilities and
           Shareholders' Equity

          Current liabilities
            Notes payable               $260      $233         $       $493
            Accounts payable           1,076                          1,076
            Liabilities of
             discontinued operations     307                            307
            Other current liabilities  1,235        34      (180)     1,089

             Total current liabilities 2,878       267      (180)     2,965

          Long-term debt               2,087       518                2,605
          Deferred employee benefits
           and other noncurrent
           liabilities                 1,893       604      (596)     1,901
          Minority interest               94         2                   96
          Shareholders' equity         2,050       291      (291)     2,050

            Total liabilities and
             shareholders' equity     $9,002    $1,682   $(1,067)    $9,617

            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 Impact on Net Debt (Unaudited)
       (in millions)

                                      Three Months Ended September 30, 2004

                                        Dana with           Elimi-     Dana
                                          DCC on            nation  Consoli-
                                       Equity Basis  DCC    Entries   dated

      Sources
        Net income                            $40      $7       $(7)    $40
        Depreciation                           85       5                90
        Asset sales                             7     162               169
        Working capital decrease (increase)  (236)      1         2    (233)
                                             (104)    175        (5)     66

      Uses
        Capital spend                         (65)     (1)              (66)
        Dividends                             (17)                      (17)
        Restructuring cash payments           (16)                      (16)
        Deferred taxes                         21     (44)              (23)
        Investment in and undistributed
         earnings of equity affiliates        (16)    (34)        7     (43)
        Net changes in other accounts          18     (74)      143      87
                                              (75)   (153)      150     (78)

      Cash change in net debt               $(179)    $22      $145    $(12)

      Analysis of components of decrease
       in net debt:
        Net change in short-term debt        $173       $     $(145)    $28
        Net payments on long-term debt         (5)    (96)             (101)
        Change in cash - continuing operations 11      74                85
      Cash change in net debt                 179     (22)     (145)     12
        Non-cash changes in net debt           35       1                36
      Total change in net debt               $214    $(21)    $(145)    $48

            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 Impact on Net Debt (Unaudited)
       (in millions)

                                       Nine Months Ended September 30, 2004

                                        Dana with           Elimi-     Dana
                                          DCC on            nation  Consoli-
                                       Equity Basis  DCC    Entries   dated

      Sources
        Net income                           $215      $41     $(41)   $215
        Depreciation                          250       23              273
        Asset sales                            40      287       (3)    324
        Working capital increase             (351)                3    (348)
                                              154      351      (41)    464

      Uses
        Capital spend                        (204)      (7)       3    (208)
        Dividends                             (53)                      (53)
        Restructuring cash payments           (65)                      (65)
        Deferred taxes                        (29)     (35)             (64)
        Investment in and undistributed
         earnings of equity affiliates        (80)      (4)      41     (43)
        Net changes in other accounts         (17)    (156)     142     (31)
                                             (448)    (202)     186    (464)

      Cash change in net debt               $(294)    $149     $145    $-

      Analysis of components of increase
       (decrease) in net debt:
        Net change in short-term debt        $356     $(30)   $(145)   $181
        Net payments on long-term debt       (239)    (161)            (400)
        Change in cash - continuing
         operations                           177       42              219
      Cash change in net debt                 294     (149)    (145)    -
        Non-cash changes in net debt            2      (26)             (24)
      Total change in net debt               $296    $(175)   $(145)   $(24)

            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 Impact on Net Debt (Unaudited)
       (in millions)

                                       Three Months Ended September 30, 2003

                                        Dana with           Elimi-     Dana
                                          DCC on            nation  Consoli-
                                       Equity Basis  DCC    Entries   dated

      Sources
        Net income                            $61     $17     $(17)     $61
        Depreciation                           78      14                92
        Asset sales                             1      30       (4)      27
        Divestitures                                                    -
        Working capital decrease (increase)     3      (4)      (4)      (5)
                                              143      57      (25)     175

      Uses
        Capital spend                         (76)     (1)       4      (73)
        Dividends                              (2)                       (2)
        Restructuring cash payments           (28)                      (28)
        Deferred taxes                          5     (20)              (15)
        Investment in and undistributed
         earnings of equity affiliates        (18)     (5)      17       (6)
        Net changes in other accounts          24      21        4       49
                                              (95)     (5)      25      (75)

      Cash change in net debt                 $48     $52     $-       $100

      Analysis of components of decrease
       in net debt:
        Net change in short-term debt         $92       $        $      $92
        Repurchases of long-term debt        (140)                     (140)
        Proceeds from swap settlement          18                        18
        Net payments on long-term debt        (15)    (52)              (67)
        Change in cash - continuing
         operations                            (3)                       (3)
      Cash change in net debt                 (48)    (52)     -       (100)
        Non-cash changes in net debt          (53)     (1)              (54)
      Total change in net debt              $(101)   $(53)    $-      $(154)

            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 Impact on Net Debt (Unaudited)
       (in millions)

                                       Nine Months Ended September 30, 2003

                                        Dana with           Elimi-     Dana
                                          DCC on            nation  Consoli-
                                       Equity Basis  DCC    Entries   dated

      Sources
        Net income                          $154      $48    $(48)     $154
        Depreciation                         249       45               294
        Asset sales                           44      167      (5)      206
        Divestitures                         145                        145
        Working capital increase            (219)      (8)      2      (225)
                                             373      252     (51)      574

      Uses
        Capital spend                       (209)      (9)      3      (215)
        Dividends                             (5)                        (5)
        Restructuring cash payments          (92)                       (92)
        Deferred taxes                        (1)     (27)              (28)
        Investment in and undistributed
         earnings of equity affiliates       (77)     (16)     48       (45)
        Net changes in other accounts         59       32                91
                                            (325)     (20)     51      (294)

      Cash change in net debt                $48     $232    $-        $280

      Analysis of components of increase
       (decrease) in net debt:
        Net change in short-term debt        $87     $(96)      $       $(9)
        Repurchases of long-term debt       (140)                      (140)
        Proceeds from swap settlement         18                         18
        Net payments on long-term debt       (15)     (70)              (85)
        Change in cash - continuing
         operations                            2      (66)              (64)
      Cash change in net debt                (48)    (232)    -        (280)
        Non-cash changes in net debt         (17)     (33)              (50)
      Total change in net debt              $(65)   $(265)   $-       $(330)

            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.

                              Investor Relations
                               Dana Corporation
                 Quarterly Financial Information (Unaudited)
                   For the Quarter Ended September 30, 2004
                                (in millions)

                                                    Inter-Segment
                                      External Sales    Sales        EBIT
                                        04      03     04    03    04    03

  Automotive Systems Group           $1,535  $1,392   $48   $40   $67   $82
  Heavy Vehicle Technologies and
   Systems Group                        562     471     8    17    42    38
  Dana Commercial Credit
  Other                                  17      17     3     2   (59)  (65)
  Continuing Operations               2,114   1,880    59    59    50    55

  Discontinued Operations                                          29    40
  Unusual Items Excluded from
   Performance Measurement                                         (6)   12
  Consolidated                       $2,114  $1,880   $59   $59   $73  $107

  North America                      $1,383  $1,289   $29   $19   $17   $54
  Europe                                408     336    29    19    33    28
  South America                         171     122    55    42    29    21
  Asia Pacific                          152     133     8     1     7    13
  Dana Commercial Credit
  Other                                                           (36)  (61)
  Continuing Operations               2,114   1,880   121    81    50    55

  Discontinued Operations                                          29    40
  Unusual Items Excluded from
   Performance Measurement                                         (6)   12
  Consolidated                       $2,114  $1,880  $121   $81   $73  $107
  Information for Discontinued
   Operations                           540     530     5     3

  The performance and net assets of Clevite are now included in ASG.

  See Notes 20 and 21 in Dana's 2003 Annual Report for further information
  ( http://www.dana.com/ ).

                              Investor Relations
                               Dana Corporation
                 Quarterly Financial Information (Unaudited)
                   For the Quarter Ended September 30, 2004
                                (in millions)

                                      Operating
                                         PAT      Net Profit    Net Assets
                                       04    03    04    03     04      03

  Automotive Systems Group            $46   $52   $10   $17  $3,092  $3,006
  Heavy Vehicle Technologies and
   Systems Group                       26    23    10     9     682     635
  Dana Commercial Credit                4     6     4     6     332     323
  Other                               (35)  (62)   17   (13)    110      20
  Continuing Operations                41    19    41    19   4,216   3,984

  Discontinued Operations              19    24    19    24
  Unusual Items Excluded from
   Performance Measurement            (20)   18   (20)   18
  Consolidated                        $40   $61   $40   $61  $4,216  $3,984

  North America                       $10   $32  $(14)   $1  $2,294  $2,245
  Europe                               24    16    16     7   1,141   1,078
  South America                        17    13    15    10     350     279
  Asia Pacific                          5     9     1     4     159     179
  Dana Commercial Credit                4     6     4     6     332     323
  Other                               (19)  (57)   19    (9)    (60)   (120)
  Continuing Operations                41    19    41    19   4,216   3,984

  Discontinued Operations              19    24    19    24
  Unusual Items Excluded from
   Performance Measurement            (20)   18   (20)   18
  Consolidated                        $40   $61   $40   $61  $4,216  $3,984
  Information for Discontinued
   Operations                                                   986     929

  The performance and net assets of Clevite are now included in ASG.

  See Notes 20 and 21 in Dana's 2003 Annual Report for further information
  ( http://www.dana.com/ ).

                              Investor Relations
                               Dana Corporation
                 Quarterly Financial Information (Unaudited)
                 For the Nine Months Ended September 30, 2004
                                (in millions)

                                                   Inter-Segment
                                     External Sales    Sales        EBIT
                                       04      03     04    03    04    03

  Automotive Systems Group           $4,966  $4,396  $141  $111  $279  $246
  Heavy Vehicle Technologies and
   Systems Group                      1,732   1,425    26    58   132    93
  Dana Commercial Credit
  Other                                  58      47     6     5  (164) (164)
  Continuing Operations               6,756   5,868   173   174   247   175

  Discontinued Operations                                          84    71
  Unusual Items Excluded from
   Performance Measurement                                        (15)    5
  Consolidated                       $6,756  $5,868  $173  $174  $316  $251

  North America                      $4,554  $4,085   $81   $66  $181  $167
  Europe                              1,288   1,074    90    59   101    84
  South America                         454     315   149   122    74    47
  Asia Pacific                          460     394    22     2    25    37
  Dana Commercial Credit
  Other                                                          (134) (160)
  Continuing Operations               6,756   5,868   342   249   247   175

  Discontinued Operations                                          84    71
  Unusual Items Excluded from
   Performance Measurement                                        (15)    5
  Consolidated                       $6,756  $5,868  $342  $249  $316  $251
  Information for Discontinued
   Operations                         1,607   1,680    14    11

  The performance and net assets of Clevite are now included in ASG.

  See Notes 20 and 21 in Dana's 2003 Annual Report for further information
  ( http://www.dana.com/ ).

                              Investor Relations
                               Dana Corporation
                 Quarterly Financial Information (Unaudited)
                 For the Nine Months Ended September 30, 2004
                                (in millions)

                                      Operating
                                         PAT      Net Profit    Net Assets
                                       04    03    04    03     04      03

  Automotive Systems Group           $189  $175   $93   $79  $3,092  $3,006
  Heavy Vehicle Technologies and
   Systems Group                       81    57    39    18     682     635
  Dana Commercial Credit               16    18    16    18     332     323
  Other                              (136) (166)    2   (31)    110      20
  Continuing Operations               150    84   150    84   4,216   3,984

  Discontinued Operations              50    37    50    37
  Unusual Items Excluded from
   Performance Measurement             15    33    15    33
  Consolidated                       $215  $154  $215  $154  $4,216  $3,984

  North America                      $112  $104   $34   $17  $2,294  $2,245
  Europe                               72    64    48    40   1,141   1,078
  South America                        45    29    38    22     350     279
  Asia Pacific                         17    24     7    13     159     179
  Dana Commercial Credit               16    18    16    18     332     323
  Other                              (112) (155)    7   (26)    (60)   (120)
  Continuing Operations               150    84   150    84   4,216   3,984

  Discontinued Operations              50    37    50    37
  Unusual Items Excluded from
   Performance Measurement             15    33    15    33
  Consolidated                       $215  $154  $215  $154  $4,216  $3,984
  Information for Discontinued
   Operations                                                   986     929

  The performance and net assets of Clevite are now included in ASG.

  See Notes 20 and 21 in Dana's 2003 Annual Report for further information
  ( http://www.dana.com/ ).

                              Investor Relations
                               Dana Corporation
                 Quarterly Financial Information (Unaudited)
                   For the Three Months Ended June 30, 2004
                                (in millions)

                                                    Inter-Segment
                                      External Sales    Sales        EBIT
                                        04      03     04    03    04    03

  Automotive Systems Group           $1,719  $1,497   $48   $35  $109   $88
  Heavy Vehicle Technologies and
   Systems Group                        592     499     9    20    51    30
  Dana Commercial Credit
  Other                                  20      16     1     2   (46)  (53)
  Continuing Operations               2,331   2,012    58    57   114    65

  Discontinued Operations                                          30    19
  Unusual Items Excluded from
   Performance Measurement                                         (8)   (8)
  Consolidated                       $2,331  $2,012   $58   $57  $136   $76

  North America                      $1,577  $1,387   $25   $23   $80   $59
  Europe                                442     377    31    21    37    27
  South America                         153     107    50    42    27    18
  Asia Pacific                          159     141    13          10    13
  Dana Commercial Credit
  Other                                                           (40)  (52)
  Continuing Operations               2,331   2,012   119    86   114    65

  Discontinued Operations                                          30    19
  Unusual Items Excluded from
   Performance Measurement                                         (8)   (8)
  Consolidated                       $2,331  $2,012  $119   $86  $136   $76
  Information for Discontinued
   Operations                           557     603     5     4

  The performance and net assets of Clevite are now included in ASG.

  See Notes 20 and 21 in Dana's 2003 Annual Report for further information
  ( http://www.dana.com/ ).

                              Investor Relations
                               Dana Corporation
                 Quarterly Financial Information (Unaudited)
                   For the Three Months Ended June 30, 2004
                                (in millions)

                                      Operating
                                         PAT      Net Profit    Net Assets
                                      04    03    04    03     04      03

  Automotive Systems Group            $72   $66   $44   $35  $2,986  $2,980
  Heavy Vehicle Technologies and
   Systems Group                       31    19    18     5     621     643
  Dana Commercial Credit                5     6     5     6     325     306
  Other                               (49)  (52)   (8)   (7)    (50)
  Continuing Operations                59    39    59    39   3,882   3,929

  Discontinued Operations              18     8    18     8
  Unusual Items Excluded from
   Performance Measurement             33     5    33     5
  Consolidated                       $110   $52  $110   $52  $3,882  $3,929

  North America                       $48   $40   $24   $11  $2,162  $2,242
  Europe                               26    23    19    15   1,096   1,051
  South America                        17    11    14     9     327     293
  Asia Pacific                          7     8     3     5     159     167
  Dana Commercial Credit                5     6     5     6     325     306
  Other                               (44)  (49)   (6)   (7)   (187)   (130)
  Continuing Operations                59    39    59    39   3,882   3,929

  Discontinued Operations              18     8    18     8
  Unusual Items Excluded from
   Performance Measurement             33     5    33     5
  Consolidated                       $110   $52  $110   $52  $3,882  $3,929
  Information for Discontinued
   Operations                                                   970     962

  The performance and net assets of Clevite are now included in ASG.

  See Notes 20 and 21 in Dana's 2003 Annual Report for further information
  ( http://www.dana.com/ ).

                              Investor Relations
                               Dana Corporation
                 Quarterly Financial Information (Unaudited)
                     For the Quarter Ended March 31, 2004
                                (in millions)

                                                    Inter-Segment
                                      External Sales    Sales        EBIT
                                        04      03     04    03    04    03

  Automotive Systems Group           $1,712  $1,507   $45   $36  $103   $76
  Heavy Vehicle Technologies and
   Systems Group                        578     455     9    21    39    25
  Dana Commercial Credit
  Other                                  21      14     2     1   (59)  (45)
  Continuing Operations               2,311   1,976    56    58    83    56

  Discontinued Operations                                          25    12
  Unusual Items Excluded from
   Performance Measurement                                         (1)
  Consolidated                       $2,311  $1,976   $56   $58  $107   $68

  North America                      $1,594  $1,409   $27   $24   $83   $54
  Europe                                438     361    30    19    30    29
  South America                         130      86    44    38    18     8
  Asia Pacific                          149     120     1     1     8    11
  Dana Commercial Credit
  Other                                                           (56)  (46)
  Continuing Operations               2,311   1,976   102    82    83    56

  Discontinued Operations                                          25    12
  Unusual Items Excluded from
   Performance Measurement                                         (1)
  Consolidated                       $2,311  $1,976  $102   $82  $107   $68
  Information for Discontinued
   Operations                           510     547     4     4

  The performance and net assets of Clevite are now included in ASG.

  See Notes 20 and 21 in Dana's 2003 Annual Report for further information
  ( http://www.dana.com/ ).

                              Investor Relations
                               Dana Corporation
                 Quarterly Financial Information (Unaudited)
                     For the Quarter Ended March 31, 2004
                                (in millions)

                                      Operating
                                         PAT      Net Profit    Net Assets
                                      04    03    04    03     04      03

  Automotive Systems Group            $71   $57   $40   $27  $3,031  $2,888
  Heavy Vehicle Technologies and
   Systems Group                       24    15    10     4     637     631
  Dana Commercial Credit                7     6     7     6     301     287
  Other                               (52)  (52)   (7)  (11)    (29)     18
  Continuing Operations                50    26    50    26   3,940   3,824

  Discontinued Operations              13     5    13     5
  Unusual Items Excluded from
   Performance Measurement              2    10     2    10
  Consolidated                        $65   $41   $65   $41  $3,940  $3,824

  North America                       $54   $32   $25    $5  $2,165  $2,209
  Europe                               22    25    14    18   1,136     993
  South America                        11     5     9     3     312     269
  Asia Pacific                          5     7     2     4     183     164
  Dana Commercial Credit                7     6     7     6     301     287
  Other                               (49)  (49)   (7)  (10)   (157)    (98)
  Continuing Operations                50    26    50    26   3,940   3,824

  Discontinued Operations              13     5    13     5
  Unusual Items Excluded from
   Performance Measurement              2    10     2    10
  Consolidated                        $65   $41   $65   $41  $3,940  $3,824
  Information for Discontinued
   Operations                                                   945   1,056

  The performance and net assets of Clevite are now included in ASG.

  See Notes 20 and 21 in Dana's 2003 Annual Report for further information
  ( http://www.dana.com/ ).