Dana Corporation Reports Fourth-Quarter and Full-Year Results

Aftermarket Divestiture and Related Actions Improve Balance Sheet, Cost Structure

Feb 23, 2005

    TOLEDO, Ohio, Feb. 23 /PRNewswire-FirstCall/ -- Dana Corporation
(NYSE: DCN) 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
( 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 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: http://www.dana.com .

    Forward-Looking Statements
    Certain statements contained in this presentation constitute "forward-
looking" statements within the meaning of the Private Securities Litigation
Reform Act of 1995.  These statements represent Dana's expectations based on
our current information and assumptions.  Forward-looking statements are
inherently subject to risks and uncertainties.  Dana's actual results could
differ materially from those that are anticipated or projected due to a number
of factors.  These factors include: national and international economic
conditions; adverse effects from terrorism or hostilities; the strength of
other currencies relative to the U.S. dollar; increases in commodity costs,
including steel, that cannot be recouped in product pricing; our ability and
that of our customers to achieve projected sales and production levels; the
continued availability of necessary goods and services from our suppliers;
competitive pressures on our sales and pricing; the continued success of our
cost reduction and cash management programs, long-term transformation and U.S.
tax loss carryforward utilization strategies; and other factors set out in our
public filings with the Securities and Exchange Commission.  Dana does not
undertake to update any forward-looking statements in this presentation.



         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
    ( http://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
    ( http://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


SOURCE Dana Corporation

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

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