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Dana Corporation Reports Results

Aftermarket Divestiture and Related Actions Improve Balance Sheet, Cost Structure

TOLEDO, Ohio, Feb. 23 -- Dana Corporation today announced its fourth-quarter and full-year 2004 results. During the fourth quarter, Dana took a series of actions aimed at strengthening its long-term competitiveness and repositioning the company to better serve its global original equipment customers. These actions, which together resulted in unusual charges of $195 million after tax, included:

   - Completing the divestiture of the automotive aftermarket businesses
     previously held for sale;
   - Announcing two facility closures and other manufacturing realignments;
     and
   - Repurchasing approximately $900 million of long-term debt.

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

"The aftermarket divestiture, our realignment actions, and the debt repurchase significantly improved our balance sheet and financial flexibility. Our efforts were recognized by two leading credit agencies, which returned us to investment grade in December," said Dana Chairman and CEO Mike Burns. "In addition, year-over-year sales and net income, excluding unusual items, were both up significantly despite a challenging operating environment.

"Certainly, we're not yet where we'd like to be. But the improvements to our balance sheet and operational performance were important steps in the continuing transformation of Dana, and I am proud of what our people accomplished in 2004."

  Financial Summary
  (in millions, except earnings        4th Quarter          Full Year
   per share)                         2004      2003      2004      2003

  Net sales                         $2,300    $2,050    $9,056    $7,918

  Net income (loss)
  Net income, excluding unusual items  $62       $62      $262      $183
  Divestiture gains (losses), net      (50)        6       (30)       30
  Realignment costs                    (49)    - - -       (54)    - - -
  Debt repurchase gains (losses)       (96)    - - -       (96)        9
  Net income (loss)                  $(133)      $68       $82      $222

  Income (loss) from continuing
   operations                         $(83)      $56       $95      $175
  Income (loss) from discontinued
   operations                          (50)       12       (13)       47
  Net income (loss)                  $(133)      $68       $82      $222

  Diluted earnings per share
  Net income, excluding unusual
   items                             $0.41     $0.41     $1.73     $1.23
  Net income (loss)                 $(0.89)    $0.45     $0.54     $1.49

  Fourth-Quarter Results

Dana posted fourth-quarter sales of $2.3 billion in 2004, compared to $2.1 billion in the same period of 2003. This increase was primarily due to new business and strong sales to commercial vehicle customers, while favorable currency effects added $73 million.

Including unusual charges for the aftermarket divestiture, manufacturing realignments, and debt repurchase, Dana recorded a net loss of $133 million, or 89 cents per share, in the quarter, compared to net income of $68 million, or 45 cents per share, in the same period of 2003. Excluding unusual charges, net income for the quarter was $62 million in 2004, compared to the same amount in the fourth quarter of 2003.

Earnings in the fourth quarter were negatively impacted by the continuing effects of higher raw material prices. Net of customer recoveries, the increased cost of steel alone reduced earnings by $31 million after tax, compared to the same period in 2003. Favorably impacting the 2004 results were tax benefits that resulted primarily from the company's ability to reduce valuation allowances provided against deferred tax assets in prior periods.

Dana Vice President and Chief Financial Officer Bob Richter explained, "While reported income was greater than expected, this was largely due to greater than anticipated tax benefits. More important for the long term were the actions taken to strengthen our financial position. We improved our net debt-to-capital ratio, excluding Dana Credit Corporation, from 47 percent at the start of the quarter -- and 61 percent less than three years ago -- to less than 35 percent. This improvement will be reflected in reduced interest expense going forward. We also made an extra contribution of approximately $200 million to our pension plans, which will reduce future expense and contribution requirements. And, we are no longer limited by high-yield covenants on our debt. All of this will enable us to better capitalize on future growth opportunities."

Full-Year Results

Sales increased to $9.1 billion in 2004 from $7.9 billion in 2003, primarily due to net new business of over $400 million, strong commercial and off-highway vehicle markets, and favorable currency effects of $300 million.

Full-year net income was $82 million, or 54 cents per share, compared to $222 million, or $1.49 per share, in 2003. Unusual items of $180 million in 2004 included the $195 million of charges recorded in the fourth quarter plus $15 million of net gains reported earlier in the year. Net income in 2003 included $39 million of unusual gains on divestitures and debt repurchases.

Excluding unusual items, net income in 2004 was $262 million, or $1.73 per share, compared to $183 million, or $1.23 per share, in 2003. The margin on higher sales and benefits from the company's cost-reduction initiatives, as well as tax benefits, more than offset the impact of increased raw material costs.

"Despite very challenging industry conditions, we made good progress year over year," said Burns. "We had to contend with increased steel costs, which net of recoveries was $70 million after tax, mostly in the second half of year. We also saw a small decline in North American light vehicle production. Fortunately, we had the benefit of new business, strong commercial and off- highway vehicle markets, and the early returns from our cost-reduction initiatives. In particular, during 2004, we consolidated our light vehicle business units and centralized our purchasing organization for greater buying leverage."

2005 Outlook

"This will be another tough year for the automotive industry as well as Dana," said Burns. "We believe North American light vehicle production will be flat at 15.8 million units. We expect to see continuing pressure on raw material prices and energy costs, particularly in the first half of the year. And, as a company, we will also face the near-term challenge of replacing the lost earnings from the automotive aftermarket businesses that were sold, as well as the reduced earnings contribution from Dana Credit Corporation as we continue to wind that business down.

"On the other hand, we have renewed our focus on our global original equipment manufacturers. In fact, we already have an additional $410 million in net new business, which comes on in 2005. And we're very optimistic about the outlook for the commercial vehicle and off-highway markets. We're anticipating a 13 percent increase in North American Class 8 truck production to 293,000 units. The combination of these factors should allow us to increase our 2005 full-year sales to $9.6 billion.

"The increased sales alone, however, will not be enough to offset the challenges we face. So we will be relentless in pursuing our cost-reduction objectives. We will continue to deploy lean manufacturing and value engineering throughout the organization and streamline our administrative processes. These efforts, along with better leverage from our consolidated purchasing function, are expected to gain more momentum and therefore provide greater benefit to our bottom line as the year progresses.

"We expect Dana's earnings to be lower in the first half of the year compared to last year mainly due to higher raw material prices. Therefore, we're anticipating first-quarter earnings of 17 to 23 cents per share. Our ability to achieve higher earnings in the second half of the year is largely dependent on the successful execution of our cost-reduction programs. At this time, our full-year earnings guidance is $1.40 to $1.62 per share," added Burns.

Quarterly Conference Call Scheduled Today at 1 p.m.

Dana will discuss its fourth-quarter and full-year results in a conference call at 1 p.m. (EST) today. The call may be accessed via Dana's web site ( 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 6 p.m. today. To access this recording, please dial (800) 537-8823. A webcast replay of the call will be available after 6 p.m. today and will be accessible via the Dana web site.

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 every year. A leading supplier of axle, driveshaft, engine, frame, chassis, and transmission technologies, Dana employs 46,000 people in 28 countries. The company is based in Toledo, Ohio, and reported sales of $9.1 billion in 2004. Dana's Internet address is: www.dana.com .

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

                                 Three Months Ended December 31

                                           2004    2003

       Sales                              $2,300  $2,050

       Income (loss) from continuing
        operations                          $(83)    $56
       Income (loss) from discontinued
        operations                           (50)     12
       Net income (loss)                   $(133)    $68

       Income (loss) from continuing
        operations                          $(83)    $56
       Net gains associated with DCC
        asset sales                           (2)     (9)
       Loss on repurchase of notes            96
       Realignment charges                    49
       Income from continuing
        operations,
        excluding unusual items              $60     $47

       Income (loss) from discontinued
        automotive
        aftermarket business                $(50)    $15
       Losses of other discontinued
        operations                                    (3)
                                             (50)     12
       Sale of automotive aftermarket
        business                              52
       Charges related to sales of
        discontinued operations                        3
       Income from discontinued
        operations,
        excluding unusual items               $2     $15

       Diluted earnings per share:
        Income (loss) from continuing
         operations                       $(0.55)  $0.37
        Income (loss) from discontinued
         operations                        (0.34)   0.08
        Net income (loss)                 $(0.89)  $0.45

        Income from continuing
         operations,
          excluding unusual items          $0.40   $0.31
        Income from discontinued
         operations,
          excluding unusual items           0.01    0.10
        Net income, excluding unusual
         items                              0.41    0.41
        Unusual items                      (1.30)   0.04
        Net income (loss)                 $(0.89)  $0.45

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

                                    Year Ended December 31

                                          2004    2003

       Sales                             $9,056  $7,918

       Income from continuing
        operations                          $95    $175
       Income (loss) from discontinued
        operations                          (13)     47
       Net income                           $82    $222

       Income from continuing
        operations                          $95    $175
       Gain associated with the sale
        of assets to a newly formed
        joint venture                       (13)
       Net gains associated with DCC
        asset sales                         (22)    (35)
       Loss (gain) on repurchase of
        notes                                96      (9)
       Realignment charges                   54

       Income from continuing
        operations, excluding unusual
        items                              $210    $131

       Income (loss) from discontinued
        automotive
        aftermarket business               $(13)    $58
       Losses of other discontinued
        operations                                  (11)

       Income (loss) from discontinued
        operations                          (13)     47
       Loss on engine management sale                 5
       Sale of automotive aftermarket
        business                             65
       Income from discontinued
        operations, excluding unusual
        items                               $52     $52

       Diluted earnings per share:
        Income from continuing
         operations                       $0.63   $1.17
        Income (loss) from
         discontinued operations          (0.09)   0.32
        Net income                        $0.54   $1.49

        Income from continuing
         operations, excluding unusual
         items                            $1.39   $0.88
        Income from discontinued
         operations, excluding unusual
         items                             0.34    0.35
        Net income, excluding unusual
         items                             1.73    1.23
        Unusual items                     (1.19)   0.26
        Net income                        $0.54   $1.49

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

                                             Three Months Ended December 31

                                                   2004               2003

        Net sales                                 $2,300             $2,050
        Revenue from lease financing
         and other income (expense)                  (98)                36

                                                   2,202              2,086

        Costs and expenses
          Cost of sales                            2,178              1,870
          Realignment charges                         66                  5
          Selling, general and
           administrative expenses                   123                128
          Interest expense                            53                 52
                                                   2,420              2,055

        Income (loss) before income
         taxes                                      (218)                31
        Income tax benefit                           118                 15
        Minority interest                              1                 (3)
        Equity in earnings
         of affiliates                                16                 13

        Income (loss) from continuing
         operations                                  (83)                56

        Income (loss) from
         discontinued operations                     (50)                12

        Net income (loss)                          $(133)               $68

        Basic earnings per share
          Income (loss) from
           continuing operations                  $(0.56)             $0.37
          Income (loss) from
           discontinued operations                 (0.34)              0.08
          Net income (loss)                       $(0.90)             $0.45

        Diluted earnings per share
          Income (loss) from
           continuing operations                  $(0.55)             $0.37
          Income (loss) from
           discontinued operations                 (0.34)              0.08
          Net income (loss)                       $(0.89)             $0.45

        Average shares outstanding -
           For Basic EPS                             149                148
           For Diluted EPS                           151                150

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

                                                  Year Ended December 31

                                                   2004               2003

        Net sales                                 $9,056             $7,918
        Revenue from lease financing
          and other income (expense)                 (66)               149

                                                   8,990              8,067

        Costs and expenses
          Cost of sales                            8,333              7,245
          Realignment charges                         72
          Selling, general and
           administrative expenses                   504                520
          Interest expense                           217                221

                                                   9,126              7,986

        Income (loss) before income
         taxes                                      (136)                81
        Income tax benefit                           196                 49
        Minority interest                             (8)                (7)
        Equity in earnings
         of affiliates                                43                 52

        Income from continuing
         operations                                   95                175

        Income (loss) from
         discontinued operations                     (13)                47

        Net income                                   $82               $222

        Basic earnings per share
          Income from continuing
           operations                              $0.64              $1.17
          Income (loss) from
           discontinued operations                 (0.09)              0.32
          Net income                               $0.55              $1.49

        Diluted earnings per share
          Income from continuing
           operations                              $0.63              $1.17
          Income (loss) from
           discontinued operations                 (0.09)              0.32
          Net income                               $0.54              $1.49

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

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

                                               December 31       December 31
          Assets                                    2004             2003

          Current assets
             Cash and cash equivalents              $634              $731
             Accounts receivable
               Trade                               1,266             1,048
               Other                                 444               326
             Inventories                             907               743
             Assets of discontinued
              operations                                             1,254
             Other current assets                    217               431

               Total current assets                3,468             4,533

          Investment in leases                       281               622
          Investments and other assets             3,145             2,252
          Property, plant and
           equipment, net                          2,153             2,210

             Total assets                         $9,047            $9,617

          Liabilities and Shareholders'
           Equity

          Current liabilities
             Notes payable                          $155              $493
             Accounts payable                      1,317             1,076
             Liabilities of discontinued
              operations                                               307
             Other current liabilities             1,217             1,089

               Total current
                liabilities                        2,689             2,965

          Long-term debt                           2,054             2,605
          Deferred employee benefits
           and other noncurrent
           liabilities                             1,746             1,901
          Minority interest                          123                96
          Shareholders' equity                     2,435             2,050

             Total liabilities and
              shareholders' equity                $9,047            $9,617

         Dana Corporation
         Condensed Statement of Cash Flows (Unaudited)
         (in millions)
                                          Three Months Ended December 31

                                                  2004        2003

          Net income (loss)                      $(133)        $68
          Depreciation and amortization             88         100
          Asset impairment                          13           3
          Loss (gain) on divestitures,
           asset sales and note
           repurchases                             170         (18)
          Working capital decrease
           (increase)                             (174)        105
          Other                                    155          (8)
           Net cash flows - operating
            activities                             119         250

          Purchases of property, plant
           and equipment                          (122)        (90)
          Payments received on leases                            5
          Net loan repayments from
           customers                                 2           2
          Divestitures                             968
          Asset sales                               32          76
          Other                                    (45)         14
           Net cash flows - investing
            activities                             835           7

          Net change in short-term debt           (211)       (104)
          Proceeds from long-term debt             450
          Payments on and repurchases
           of long-term debt                    (1,052)        (47)
          Dividends paid                           (20)         (9)
          Other                                     (1)          1
           Net cash flows - financing
            activities                            (834)       (159)
          Net change in cash and cash
           equivalents                             120          98
          Net change in cash -
           discontinued operations                   2          (3)
          Cash and cash equivalents -
           beginning of period                     512         636
          Cash and cash equivalents -
           end of period                          $634        $731

         Dana Corporation
         Condensed Statement of Cash Flows (Unaudited)
         (in millions)
                                                  Year Ended December 31

                                                   2004           2003

          Net income                               $82            $222
          Depreciation and amortization            361             394
          Asset impairment                          37              21
          Loss (gain) on divestitures,
           asset sales and note
           repurchases                             113             (47)
          Working capital increase                (587)           (212)
          Other                                     49             (43)
           Net cash flows - operating
            activities                              55             335

          Purchases of property, plant
           and equipment                          (330)           (305)
          Payments received on leases                8              26
          Net loan repayments from
           customers                                 4              14
          Divestitures                             968             145
          Asset sales                              356             282
          Other                                    (66)             47
           Net cash flows - investing
            activities                             940             209

          Net change in short-term debt            (30)           (113)
          Proceeds from long-term debt             455
          Payments on and repurchases
           of long-term debt                    (1,457)           (272)
          Dividends paid                           (73)            (14)
          Other                                      9              17
           Net cash flows - financing
            activities                          (1,096)           (382)
          Net change in cash and cash
           equivalents                            (101)            162
          Net change in cash -
           discontinued operations                   4              (2)
          Cash and cash equivalents -
           beginning of period                     731             571
          Cash and cash equivalents -
           end of period                          $634            $731

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

                                              Three Months Ended December 31

                                                   2004              2003

          Net sales                               $2,300            $2,050
          Other income (expense)                    (121)               18

                                                   2,179             2,068

          Costs and expenses
            Cost of sales                          2,184             1,883
            Realignment charges                       66                 5
            Selling, general and
             administrative expenses                 115               107
            Interest expense                          44                38

                                                   2,409             2,033

          Income (loss) before income
           taxes                                    (230)               35
          Income tax benefit                         117                 2
          Minority interest                            1                (3)
          Equity in earnings
            of affiliates                             29                22

          Income (loss) from continuing
           operations                                (83)               56

          Income (loss) from
           discontinued operations                   (50)               12

          Net income (loss)                        $(133)              $68

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

                                                   Year Ended December 31

                                                   2004              2003

          Net sales                               $9,056            $7,918
          Other income (expense)                     (78)               91

                                                   8,978             8,009

          Costs and expenses
            Cost of sales                          8,361             7,293
            Realignment charges                       72
            Selling, general and
              administrative expenses                472               447
            Interest expense                         172               160

                                                   9,077             7,900

          Income (loss) before income
           taxes                                     (99)              109
          Income tax benefit (expense)               109               (20)
          Minority interest                           (8)               (7)
          Equity in earnings
           of affiliates                              93                93

          Income from continuing
           operations                                 95               175

          Income (loss) from
           discontinued operations                   (13)               47

          Net income                                 $82              $222

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

                                              December 31       December 31
            Assets                                  2004              2003

            Current assets
               Cash and cash equivalents            $619              $664
               Accounts receivable
                 Trade                             1,266             1,048
                 Other                               445               300
               Inventories                           907               743
               Assets of discontinued
                operations                                           1,254
               Other current assets                  192               399

                 Total current assets              3,429             4,408

            Investments and other
             assets                                3,337             2,580
            Property, plant and
             equipment, net                        2,015             2,014

               Total assets                       $8,781            $9,002

            Liabilities and
             Shareholders' Equity

            Current liabilities
               Notes payable                        $289              $260
               Accounts payable                    1,317             1,076
               Liabilities of
                discontinued operations                                307
               Other current
                liabilities                        1,269             1,235

                 Total current
                  liabilities                      2,875             2,878

            Long-term debt                         1,611             2,087
            Deferred employee benefits
             and other noncurrent
             liabilities                           1,739             1,893
            Minority interest                        121                94
            Shareholders' equity                   2,435             2,050

               Total liabilities and
                 shareholders' equity             $8,781            $9,002

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

                                              Three Months Ended December 31

                                                     2004             2003
         Sources
            Net income (loss)                      $(133)             $68
            Depreciation                              82               88
            Asset sales                               27               45
            Divestitures                             968
            Working capital decrease                  90              147
                                                   1,034              348

         Uses
            Capital spend                           (120)             (86)
            Dividends                                (20)              (9)
            Restructuring cash payments              (15)             (44)
            Additional pension
             contribution                           (198)
            Investment in and
             undistributed earnings of
             equity affiliates                       (49)              32
            Net changes in other
             accounts                                 37              (17)
                                                    (365)            (124)

        Cash change in net debt                     $669             $224

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

                                                    Year Ended December 31

                                                      2004             2003
         Sources
            Net income                                 $82             $222
            Depreciation                               332              337
            Asset sales                                 67               89
            Divestitures                               968              145
            Working capital increase                  (261)             (72)
                                                     1,188              721

         Uses
            Capital spend                             (324)            (295)
            Dividends                                  (73)             (14)

            Restructuring cash payments                (80)            (136)
            Additional pension
             contribution                             (198)
            Investment in and
             undistributed earnings of
             equity affiliates                        (129)             (45)
            Net changes in other
             accounts                                   (9)              41
                                                      (813)            (449)

        Cash change in net debt                       $375             $272

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

                                       Three Months Ended December 31, 2004

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

        Net sales                       $2,300     $       $        $2,300
        Other income (expense)            (121)       33     (10)      (98)

                                         2,179        33     (10)    2,202

        Costs and expenses
          Cost of sales                  2,184                (6)    2,178
          Realignment charges               66                          66
          Selling, general and
           administrative expenses         115        11      (3)      123
          Interest expense                  44        10      (1)       53

                                         2,409        21     (10)    2,420

        Income (loss) before income
         taxes                            (230)       12       -      (218)
        Income tax benefit                 117         1               118
        Minority interest                    1                           1
        Equity in earnings
         of affiliates                      29         3     (16)       16

        Income (loss) from continuing
         operations                        (83)       16     (16)      (83)

        Loss from discontinued
         operations                        (50)                        (50)

        Net income (loss)                $(133)      $16    $(16)    $(133)

            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)

                                           Year Ended December 31, 2004

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

        Net sales                         $9,056     $      $        $9,056
        Other income (expense)               (78)     59      (47)      (66)

                                           8,978      59      (47)    8,990

        Costs and expenses
          Cost of sales                    8,361              (28)    8,333
          Realignment charges                 72                         72
          Selling, general and
           administrative expenses           472      49      (17)      504
          Interest expense                   172      47       (2)      217

                                           9,077      96      (47)    9,126

        Loss before income taxes             (99)    (37)     -        (136)
        Income tax benefit                   109      87                196
        Minority interest                     (8)                        (8)
        Equity in earnings
          of affiliates                       93       7      (57)       43

        Income from continuing
         operations                           95      57      (57)       95

        Loss from discontinued
         operations                          (13)                       (13)

        Net income                           $82     $57     $(57)      $82

            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 December 31, 2003

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

        Net sales                         $2,050     $       $       $2,050
        Other income                          18      34      (16)       36

                                           2,068      34      (16)    2,086

        Costs and expenses
          Cost of sales                    1,883              (13)    1,870
          Realignment charges                  5                          5
          Selling, general and
           administrative expenses           107      24       (3)      128
          Interest expense                    38      14                 52

                                           2,033      38      (16)    2,055

        Income (loss) before income
         taxes                                35      (4)     -          31
        Income tax benefit                     2      13                 15
        Minority interest                     (3)                        (3)
        Equity in earnings
         of affiliates                        22       4      (13)       13

        Income from continuing
         operations                           56      13      (13)       56

        Income from discontinued
         operations                           12                         12

        Net income                           $68     $13     $(13)      $68

            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)

                                           Year Ended December 31, 2003

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

        Net sales                         $7,918    $        $       $7,918
        Other income                          91     134      (76)      149

                                           8,009     134      (76)    8,067

        Costs and expenses
          Cost of sales                    7,293              (48)    7,245
          Selling, general and
            administrative expenses          447     101      (28)      520
          Interest expense                   160      61                221

                                           7,900     162      (76)    7,986

        Income (loss) before income
         taxes                               109     (28)     -          81
        Income tax benefit (expense)         (20)     69                 49
        Minority interest                     (7)                        (7)
        Equity in earnings
          of affiliates                       93      20      (61)       52

        Income from continuing
         operations                          175      61      (61)      175

        Income from discontinued
         operations                           47                         47

        Net income                          $222     $61     $(61)     $222

            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

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

          Current assets
            Cash and cash
             equivalents                 $619       $15    $           $634
            Accounts receivable
             Trade                      1,266                         1,266
             Other                        445       208     (209)       444
            Inventories                   907                           907
            Other current assets          192       137     (112)       217

             Total current assets       3,429       360     (321)     3,468

          Investment in leases                      411     (130)       281
          Investments and other
           assets                       3,337       467     (659)     3,145
          Property, plant and
           equipment, net               2,015         8      130      2,153

            Total assets               $8,781    $1,246    $(980)    $9,047

          Liabilities and
           Shareholders' Equity

          Current liabilities
            Notes payable                $289       $68    $(202)      $155
            Accounts payable            1,317                         1,317
            Other current
             liabilities                1,269        67     (119)     1,217

             Total current
              liabilities               2,875       135     (321)     2,689

          Long-term debt                1,611       443               2,054
          Deferred employee benefits
           and other noncurrent
           liabilities                  1,739       316     (309)     1,746
          Minority interest               121         2                 123
          Shareholders' equity          2,435       350     (350)     2,435

            Total liabilities and
             shareholders' equity      $8,781    $1,246    $(980)    $9,047

             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-
                                      Equity Basis   DCC    Entries   dated
          Assets

          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 December 31,
                                                      2004

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

      Sources
       Net income                       $(133)       $16    $(16)   $(133)
       Depreciation                        82          6               88
       Asset sales                         27          5               32
       Divestitures                       968                         968
       Working capital decrease            90          4      14      108
                                        1,034         31      (2)   1,063

      Uses
       Capital spend                     (120)        (2)            (122)
       Dividends                          (20)                        (20)
       Restructuring cash payments        (15)                        (15)
       Additional pension contribution   (198)                       (198)
       Investment in and undistributed
        earnings of equity affiliates     (49)        (4)     16      (37)
       Net changes in other accounts       37        (12)     43       68
                                         (365)       (18)     59     (324)

      Cash change in net debt            $669        $13     $57     $739

      Analysis of components of
       decrease in net debt:
       Net change in short-term debt    $(100)       $17    $(57)   $(140)
       Net payments on long-term debt    (437)       (40)            (477)
       Change in cash - continuing
        operations                       (132)        10             (122)
      Cash change in net debt            (669)       (13)    (57)    (739)
       Non-cash changes in net debt       (29)                        (29)
      Total change in net debt          $(698)      $(13)   $(57)   $(768)

       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 Impact on Net Debt (Unaudited)
       (in millions)

                                            Year Ended December 31, 2004
                                        Dana with            Elimi-   Dana
                                        DCC on              nation  Consoli-
                                      Equity Basis   DCC    Entries   dated

      Sources
        Net income                        $82       $57     $(57)     $82
        Depreciation                      332        29               361
        Asset sales                        67       292       (3)     356
        Divestitures                      968                         968
        Working capital decrease
         (increase)                      (261)        4       17     (240)
                                        1,188       382      (43)   1,527

      Uses
        Capital spend                    (324)       (9)       3     (330)
        Dividends                         (73)                        (73)
        Restructuring cash payments       (80)                        (80)
        Additional pension contribution  (198)                       (198)
        Investment in and undistributed
         earnings of equity affiliates   (129)       (8)      57      (80)
        Net changes in other accounts      (9)     (203)     185      (27)
                                         (813)     (220)     245     (788)

      Cash change in net debt            $375      $162     $202     $739

      Analysis of components of decrease
       in net debt:
        Net change in short-term debt    $256      $(13)   $(202)     $41
        Net payments on long-term debt   (676)     (201)             (877)
        Change in cash - continuing
         operations                        45        52                97
      Cash change in net debt            (375)     (162)    (202)    (739)
        Non-cash changes in net debt      (27)      (26)              (53)
      Total change in net debt          $(402)    $(188)   $(202)   $(792)

        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 Impact on Net Debt (Unaudited)
       (in millions)

                                           Three Months Ended December 31,
                                                        2003

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

      Sources
        Net income                        $68       $13     $(13)       $68
        Depreciation                       88        12                 100
        Asset sales                        45        43      (12)        76

        Working capital decrease          147        11       (9)       149
                                          348        79      (34)       393

      Uses
        Capital spend                     (86)       (3)      (1)       (90)
        Dividends                          (9)      (50)      50         (9)
        Restructuring cash payments       (44)                          (44)
        Investment in and undistributed
         earnings of equity affiliates     32        (4)     (37)        (9)
        Net changes in other accounts     (17)       (5)      22          -
                                         (124)      (62)      34       (152)

      Cash change in net debt            $224       $17       $-       $241

      Analysis of components of decrease
       in net debt:
        Net change in short-term debt    $(99)      $(5)      $      $ (104)
        Net payments on long-term debt     (8)      (31)                (39)
        Change in cash - continuing
         operations                      (115)       19                 (96)
        Change in cash - discontinued
         operations                        (2)                           (2)
      Cash change in net debt            (224)      (17)       -       (241)
        Non-cash changes in net debt        8        (1)                  7
      Total change in net debt          $(216)     $(18)      $-      $(234)

        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 Impact on Net Debt (Unaudited)
       (in millions)

                                            Year Ended December 31, 200

                                        Dana with            Elimi-   Dana
                                         DCC on             nation  Consoli-
                                        Equity Basis   DCC  Entries   dated
      Sources
        Net income                         $222        $61    $(61)   $222
        Depreciation                        337         57             394
        Asset sales                          89        210     (17)    282
        Divestitures                        145                        145
        Working capital decrease
         (increase)                         (72)         3      (7)    (76)
                                            721        331     (85)    967

      Uses
        Capital spend                      (295)       (12)      2    (305)
        Dividends                           (14)       (50)     50     (14)
        Restructuring cash payments        (136)                      (136)
        Investment in and undistributed
         earnings of equity affiliates      (45)       (20)     11     (54)
        Net changes in other accounts        41          -      22      63
                                           (449)       (82)     85    (446)

      Cash change in net debt              $272       $249    $-      $521

      Analysis of components of decrease
       in net debt:
        Net change in short-term debt      $(12)     $(101)  $       $(113)
        Repurchases of long-term debt      (140)                      (140)
        Proceeds from swap settlement        18                         18
        Net payments on long-term debt      (23)      (101)           (124)
        Change in cash - continuing
         operations                        (113)       (47)           (160)
        Change in cash - discontinued
         operations                          (2)                        (2)
      Cash change in net debt              (272)      (249)    -      (521)
        Non-cash changes in net debt         (9)       (34)            (43)
      Total change in net debt            $(281)     $(283)   $-     $(564)

        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.

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

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

  Automotive Systems Group          $1,692  $1,531   $46   $38    $61   $93
  Heavy Vehicle Technologies and
   Systems Group                       590     499     9    17     41    37
  Dana Commercial Credit
  Other                                 18      20     1     1    (64)  (58)
  Continuing Operations              2,300   2,050    56    56     38    72

  Discontinued Operations                                                19
  Unusual Items Excluded from
   Performance Measurement                                       (277)   (5)
  Consolidated                      $2,300  $2,050   $56   $56  $(239)  $86

  North America                     $1,456  $1,388   $28   $22    $16   $78
  Europe                               487     381    37    22     41    29
  South America                        172     126    63    43     23    23
  Asia Pacific                         185     155     6     1     14    10
  Dana Commercial Credit
  Other                                                           (56)  (68)
  Continuing Operations              2,300   2,050   134    88     38    72

  Discontinued Operations                                                19
  Unusual Items Excluded from
       Performance Measurement                                   (277)   (5)
  Consolidated                      $2,300  $2,050  $134   $88  $(239)  $86
  Information for Discontinued
   Operations                          342     473     2     3

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

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

  Automotive Systems Group        $49      $67    $12   $32  $3,100  $3,027
  Heavy Vehicle Technologies
   and Systems Group               25       22     10     9     676     610
  Dana Commercial Credit           13        3     13     3     350     291
  Other                           (27)     (45)    25     3      41      13
  Continuing Operations            60       47     60    47   4,167   3,941

  Discontinued Operations           2       15      2    15
  Unusual Items Excluded from
   Performance Measurement       (195)       6   (195)    6
  Consolidated                  $(133)     $68  $(133)  $68  $4,167  $3,941

  North America                   $11      $46   $(20)  $13  $2,230  $1,478
  Europe                           33       24     23    15   1,224   1,021
  South America                    14       14     10    11     384     222
  Asia Pacific                      8        6      5     2     198     158
  Dana Commercial Credit           13        3     13     3     350     291
  Other                           (19)     (46)    29     3    (219)    771
  Continuing Operations            60       47     60    47   4,167   3,941

  Discontinued Operations           2       15      2    15
  Unusual Items Excluded from
   Performance Measurement       (195)       6   (195)    6
  Consolidated                  $(133)     $68  $(133)  $68  $4,167  $3,941
  Information for Discontinued
   Operations

  FOR MORE INFORMATION
  ( www.dana.com )  - Dial-For-Dana U.S. or Canada 800-537-8823;
                      OH 800-472-8810
  E-Mail michelle.hards@dana.com or karen.crawford@dana.com
   Dana Investor Relations 419-535-4635

   Investor Relations
   Dana Corporation
   Quarterly Financial Information (Unaudited)
   For the Twelve Months Ended December 31, 2004
   (in millions)
   
   Inter-
   Segment
   External Sales    Sales           EBIT
   04      03     04    03    04    03
   
   Automotive Systems Group     $6,658  $5,927  $187  $149  $340  $339
   Heavy Vehicle Technologies
   and Systems Group            2,322   1,924    35    75   173   130
   Dana Commercial Credit
   Other                            76      67     7     6  (228) (221)
   Continuing Operations         9,056   7,918   229   230   285   248
   
   Discontinued Operations                                    84    90
   Unusual Items Excluded from
   Performance Measurement                                 (292)   (1)
   Consolidated                 $9,056  $7,918  $229  $230   $77  $337
   
   North America                $6,010  $5,473  $109   $88  $196  $245
   Europe                        1,775   1,455   127    81   141   113
   South America                   626     441   212   165    97    70
   Asia Pacific                    645     549    28     3    39    47
   Dana Commercial Credit
   Other                                                    (188) (227)
   Continuing Operations         9,056   7,918   476   337   285   248
   
   Discontinued Operations                                    84    90
   Unusual Items Excluded from
   Performance Measurement                                 (292)   (1)
   Consolidated                 $9,056  $7,918  $476  $337   $77  $337
   Information for Discontinued
   Operations                   1,949   2,153    16    14

   Investor Relations
   Dana Corporation
   Quarterly Financial Information (Unaudited)
   For the Twelve Months Ended December 31, 2004
   (in millions)
   
   Operating PAT  Net Profit    Net Assets
   04       03    04    03     04      03
   
   Automotive Systems Group        $238     $242  $106  $111  $3,100  $3,027
   Heavy Vehicle Technologies and
   Systems Group                   106       79    48    27     676     610
   Dana Commercial Credit            29       21    29    21     350     291
   Other                           (163)    (211)   27   (28)     41      13
   Continuing Operations            210      131   210   131   4,167   3,941
   
   Discontinued Operations           52       52    52    52
   Unusual Items Excluded from
   Performance Measurement        (180)      39  (180)   39
   Consolidated                     $82     $222   $82  $222  $4,167  $3,941
   
   North America                   $123     $150   $15   $30  $2,230  $1,478
   Europe                           105       88    72    55   1,224   1,021
   South America                     59       43    48    33     384     222
   Asia Pacific                      25       30    11    15     198     158
   Dana Commercial Credit            29       21    29    21     350     291
   Other                           (131)    (201)   35   (23)   (219)    771
   Continuing Operations            210      131   210   131   4,167   3,941
   
   Discontinued Operations           52       52    52    52
   Unusual Items Excluded from
   Performance Measurement        (180)      39  (180)   39
   Consolidated                     $82     $222   $82  $222  $4,167  $3,941
   Information for Discontinued
   Operations
   
   FOR MORE INFORMATION
   ( www.dana.com )  - Dial-For-Dana U.S. or Canada 800-537-8823;
   OH 800-472-8810
   E-Mail michelle.hards@dana.com or karen.crawford@dana.com
   Dana Investor Relations 419-535-4635
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