Dana Corporation Reports Third-Quarter Earnings

Oct 20, 2004

    TOLEDO, Ohio, Oct. 20 /PRNewswire-FirstCall/ -- Dana Corporation
(NYSE: DCN) today announced third-quarter sales of $2.1 billion, compared to
$1.9 billion during the same period last year.  Net income for the quarter
totaled $40 million, or 27 cents per share, compared to $61 million, or
41 cents per share, for the period in 2003.
    (Logo: http://www.newscom.com/cgi-bin/prnh/19990903/DANA )
    Net unusual charges for the quarter totaled $20 million.  This amount
includes net gains resulting from the sale of Dana's interest in certain
assets and technology to a joint venture with the Knorr-Bremse Group and the
company's continued program of divesting assets of its Dana Credit Corporation
(DCC) operation.  These gains were more than offset by charges primarily
associated with the sale of Dana's automotive aftermarket businesses,
including the reversal of an anticipated tax benefit of $20 million which was
recognized in the second quarter of 2004.  Based on our current expectations
of the effect of the transaction, which is now anticipated to close in
November, recognition of this tax benefit is no longer warranted.
    Excluding unusual items, third-quarter 2004 net income was $60 million, or
40 cents per share, compared to $43 million, or 29 cents per share for the
period last year.  Third-quarter 2004 results, however, included the impact
from several positive tax developments, including the adjustment of the
company's effective tax rate for the year to 31 percent.  The reduction in the
effective rate reflects, among other items, credits for research and
development costs.  In addition, a tax benefit of $24 million was recorded to
recognize the utilization of capital loss carryforwards related to the
settlement of certain issues with tax authorities, as well as adjustments
associated with the finalization of the prior-year's tax returns.
    "Setting aside taxes, it was an otherwise disappointing quarter, largely
because of the increasing cost of raw materials," said Dana Chairman and CEO
Mike Burns.  "The increase in steel costs alone totaled $22 million after tax,
net of recoveries from our customers.
    "We had expected that the bottom-line impact of the commodity price
increases would be offset by the stronger performance in our heavy-vehicle
business and continuing cost-reduction efforts," he added.  "But, the
magnitude of the raw material increases, coupled with a decrease in light-
vehicle production volumes, hit us harder than expected."

    Nine-Month Results
    Dana's nine-month consolidated sales were $6.8 billion, up from
$5.9 billion during the same period last year.  Net income during the first
three quarters of 2004 was $215 million, or $1.43 per share, including
$15 million in unusual net gains.  This compares to net income of
$154 million, or $1.04 per share, including $33 million in unusual net gains
during the initial nine months of 2003.
    "Looking at the year-to-date results, we were reasonably satisfied with
the performance from our Heavy Vehicle Technologies and Systems Group, which
benefited from a solid commercial vehicle market in North America, and strong
global off-highway vehicle production," Mr. Burns said.  "It was a different
story in our Automotive Systems Group.  Although their sales were up, about
30 percent of the sales increase resulted from currency translation and new
programs in our structures group, which are only beginning to contribute to
the bottom line.  Additionally, the automotive group bore the brunt of the
increased steel costs."

    Looking Ahead
    On Oct. 12, Dana revised its expectation for 2004 earnings per share,
excluding unusual items, from $1.90 per share to a range of $1.60 to $1.65 per
share.  The full-year effect of unusual items, such as the sale of DCC assets
and the divestiture of the company's automotive aftermarket businesses, cannot
reasonably be quantified at this time and was excluded from this guidance.
    "We believe that raw material costs will continue to adversely affect us,
at least in the near term," Mr. Burns said.  "As we move into 2005, however,
we can expect more of an offsetting benefit from our cost reduction programs.
These include the consolidation of our purchasing function, the accelerated
deployment of lean manufacturing techniques, and the standardization of
administrative processes throughout the company.
    "At the same time, we are not solely focused on cutting costs," he said.
"We are equally committed to growing our top line faster - we've added
significantly to our book of new business over the last three months, the
heavy-truck and off-highway markets continue to grow, and we are focused on
expanding our global footprint."

    Quarterly Conference Call Scheduled Today at 10 a.m.
    Dana will discuss its third-quarter results in a conference call at
10 a.m. (EDT) today.  The call may be accessed via Dana's web site
( http://www.dana.com ), where it will be accompanied by a brief slide
presentation, or by dialing (800) 275-3210.  Please dial into the conference
five minutes prior to the call.  An audio recording of this conference call
will be available after 2 p.m. today.  To access this recording, please dial
(800) 537-8823.  A webcast replay of the call will be available after 4 p.m.
today and will be accessible via the Dana web site.
    Dana Corporation is a global leader in the design, engineering, and
manufacture of value-added products and systems for automotive, commercial,
and off-highway vehicles. Delivering on a century of innovation, the company's
continuing operations employ approximately 45,000 people worldwide dedicated
to advancing the science of mobility. Founded in 1904 and based in Toledo,
Ohio, Dana operates technology, manufacturing, and customer-service facilities
in 30 countries. Sales from continuing operations totaled $7.9 billion in
2003.  Dana's Internet address is: http://www.dana.com .

    Forward-Looking Statements
    Certain statements contained in this release 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; the ability of
our customers and suppliers to achieve their projected sales and production
levels; competitive pressures on our sales and pricing; the continued success
of our cost reduction and cash management programs and of our long-term
transformation strategy for the company; the success and timing of the
divestiture of the automotive aftermarket business; 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 release.


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

                                               Three Months Ended
                                                  September 30        Percent
                                                2004        2003       Change

         Sales                                 $2,114      $1,880        12%

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

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

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

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

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


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

                                                Nine Months Ended
                                                   September 30        Percent
                                                 2004        2003      Change

          Sales                                 $6,756      $5,868       15%

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

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

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

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

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

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

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


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

                                               Three Months Ended September 30
                                                     2004               2003

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

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

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

          Income from continuing operations             51                 37

          Income (loss) from discontinued
           operations                                  (11)                24

          Net income                                   $40                $61

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

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

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


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

                                                Nine Months Ended September 30
                                                     2004               2003

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

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

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

          Income from continuing operations            178                119

          Income from discontinued operations           37                 35

          Net income                                  $215               $154

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

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

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


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

                                                 September 30      December 31
            Assets                                   2004              2003

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

                 Total current assets                4,883             4,533

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

               Total assets                         $9,708            $9,617

            Liabilities and Shareholders' Equity

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

                 Total current liabilities           2,988             2,965

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

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


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

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

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

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


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

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

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

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


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

                                               Three Months Ended September 30
                                                     2004              2003

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

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

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

            Income from continuing operations           51                37

            Income (loss) from discontinued operations (11)               24

            Net income                                 $40               $61


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

                                                Nine Months Ended September 30
                                                     2004              2003

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

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

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

            Income from continuing operations          178               119

            Income from discontinued operations         37                35

            Net income                                $215              $154


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

                                                 September 30      December 31
              Assets                                  2004              2003

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

                   Total current assets              4,819             4,408

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

                 Total assets                       $9,396            $9,002

              Liabilities and
               Shareholders' Equity

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

                   Total current liabilities         3,144             2,878

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

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


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

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

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


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

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

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


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

                                        Three Months Ended September 30, 2004

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

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

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

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

          Income from continuing operations     51       7       (7)       51

          Income from discontinued operations  (11)                       (11)

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

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


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

                                         Nine Months Ended September 30, 2004

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

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

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

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

          Income from continuing operations    178      41      (41)      178

          Income from discontinued operations   37                         37

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

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


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

                                        Three Months Ended September 30, 2003

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

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

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

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

          Income from continuing operations     37      17      (17)       37

          Income from discontinued operations   24                         24

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

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


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

                                         Nine Months Ended September 30, 2003

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

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

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

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

          Income from continuing operations    119      48      (48)      119

          Income from discontinued operations   35                         35

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

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


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

                                                   September 30, 2004

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

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

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

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

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

            Liabilities and
             Shareholders' Equity

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

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

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

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

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


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

                                                  December 31, 2003

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

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

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

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

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

            Liabilities and
             Shareholders' Equity

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

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

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

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

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


         Dana Corporation
         Consolidating Cash Flow Impact on Net Debt (Unaudited)
         (in millions)

                                        Three Months Ended September 30, 2004

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

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

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

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

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

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


         Dana Corporation
         Consolidating Cash Flow Impact on Net Debt (Unaudited)
         (in millions)

                                         Nine Months Ended September 30, 2004

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

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

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

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

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

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


         Dana Corporation
         Consolidating Cash Flow Impact on Net Debt (Unaudited)
         (in millions)

                                         Three Months Ended September 30, 2003

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

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

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

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

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

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


         Dana Corporation
         Consolidating Cash Flow Impact on Net Debt (Unaudited)
         (in millions)

                                         Nine Months Ended September 30, 2003

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

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

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

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

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

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


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

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

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

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

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

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


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

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


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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

    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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