Dana Corporation Reports Significantly Improved Operational Results

Jul 21, 2004

         Net Income Also Includes Net Gains Triggered by Transactions

    TOLEDO, Ohio, July 21 /PRNewswire-FirstCall/ -- Dana Corporation
(NYSE: DCN) today announced that its 2004 second-quarter sales were
$2.3 billion, compared to $2.0 billion during the same period last year.  Net
income for the quarter (including $33 million of unusual net gains) totaled
$108 million, or 72 cents per share.  This compares to net income (including
$5 million of unusual net gains) of $52 million, or 35 cents per share, for
the period in 2003.
    (Logo:  http://www.newscom.com/cgi-bin/prnh/19990903/DANA )
    "We are pleased to have delivered another solid quarter of operational
performance with net income, exclusive of unusual items, up 60 percent," said
Dana Chairman and CEO Mike Burns.  "At the same time, we're far from satisfied
and continue to pursue greater focus, integration, and productivity in line
with our commitment to meeting the needs of our global customers."
    Second-quarter sales were up 16 percent over the same period last year
with the majority of the increase being driven by our new business programs
and higher production volumes in the principal markets served by Dana,
particularly the North American heavy-truck sector.
    "Our solid sales growth contributed to stronger bottom-line results,"
Mr. Burns said.  "In addition, we continued to see growth in our gross margin
- both year-over-year and sequentially by quarter - as we achieved further
cost efficiencies and made progress in addressing the launch costs associated
with our structures programs.  It's important to note that these improvements
were achieved in spite of the higher cost of steel and certain other raw
materials that we experienced during the quarter.
    "We are also enthused by the positive strategic and financial flexibility
that we will have when we complete the sale of our automotive aftermarket
business," Mr. Burns said.  On July 9, Dana announced that it had reached a
definitive agreement to sell its automotive aftermarket business to The
Cypress Group for approximately $1.1 billion in cash.

    Transactions Trigger Recognition of $33 Million of Unusual Net Gains
    The $33 million of unusual net gains included in the second quarter of
2004 included the recognition of $38 million in anticipated tax benefits
triggered by the sale of the automotive aftermarket business and transactions
that are part of the continuing program to divest assets of Dana Credit
Corporation (DCC), which are expected to close during the third quarter.  This
was partially offset by $5 million of transaction-related expenses.
    Dana Vice President and Chief Financial Officer Bob Richter explained,
"These transactions are expected to generate capital gains.  We had capital
loss carryforwards from prior periods that were fully reserved.  Since we now
expect to be able to use the carryforwards to offset the gains, accounting
rules require us to recognize the anticipated tax benefit by releasing a
portion of the reserve at this time.
    "While we're happy to benefit from the additional income, we're pleased
that even without these unusual items, we still achieved second-quarter net
profit of $75 million, or 50 cents per share, which is up substantially over
the prior year."

    First-Half Results Significantly Improved
    Dana's six-month consolidated sales were $4.6 billion, up from
$4.0 billion during the same period last year.  Net income during the first
half of 2004 was $171 million, or $1.14 per share, including $35 million in
unusual net gains.  This compares to net income of $93 million, or 63 cents
per share, including $15 million in unusual net gains during the initial six
months of 2003.
    "Excluding our unusual items and the results of businesses held for sale,
our net income from continuing operations improved by more than 60 percent
during the first half of 2004, compared to the same period last year,"
Mr. Burns said.  "Again, this improvement was largely the result of new
business and strong production volumes in our principal markets."

    Full-Year EPS Guidance
    "While we are optimistic about production levels in the North American
heavy-truck sector, the second half of the year will not be without its
challenges," Mr. Burns said.  "We will continue to be impacted by many of the
challenges that we experienced during the first six months of the year,
particularly higher raw material costs.  In addition, rising North American
light-vehicle inventory levels also point to the potential for reductions in
production schedules in that sector during the second half of the year.
    "So even though we will continue to consolidate the results of the
automotive aftermarket business until the sale closes, we are not changing our
earnings guidance of at least $1.90 per share, excluding unusual items, in
2004."

    Quarterly Conference Call Scheduled Today at 11 a.m.
    Dana will discuss its second-quarter results in a conference call at
11 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; the cyclical nature of the
global vehicular industry; changes in business relationships with our major
customers and in the timing, size and continuation of their and our programs;
the ability of our customers and suppliers to achieve their projected sales
and production levels; competitive pressures on our sales and pricing;
increases in production or material costs that cannot be recouped in product
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 June 30
                                                                     Percent
                                                2004        2003      Change

         Sales                                 $2,331      $2,012       16%

         Income from continuing
          operations                              $73         $46       59%
         Income from discontinued
          operations                               35           6      483%
         Net income                              $108         $52      108%

         Income from continuing
          operations                              $73         $46       59%
         Reduction in deferred tax
          allowance related to
          DCC asset sales                         (18)         (9)
         Expenses relating to DCC sale
          activity                                  2           2        0%
         Income from continuing
          operations, excluding
          unusual items                           $57         $39       46%

         Income from automotive
          aftermarket business                    $35          $9      289%
         Loss from engine management
          business                                             (3)
         Income from discontinued
          operations                               35           6      483%
         Loss on engine management sale                         2
         Reduction in deferred tax
          allowance related to
          aftermarket sale                        (20)
         Expenses relating to sale of
          aftermarket                               3
         Income from discontinued
          operations, excluding
          unusual items                           $18          $8      125%

         Diluted earnings per share:
          Income from continuing
           operations                           $0.49       $0.30       63%
          Income from discontinued
           operations                            0.23        0.05      360%
          Net income                            $0.72       $0.35      106%

          Income from continuing
           operations, excluding
           unusual items                        $0.38       $0.26       46%
          Income from discontinued
           operations, excluding
           unusual items                         0.12        0.05      140%
          Net income, excluding unusual
           items                                 0.50        0.31       61%
          Unusual items                          0.22        0.04      450%
          Net income                            $0.72       $0.35      106%


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

                                          Six Months Ended June 30
                                                                      Percent
                                                 2004        2003      Change

          Sales                                 $4,642      $3,988       16%

          Income from continuing
           operations                             $123         $82       50%
          Income from discontinued
           operations                               48          11      336%
          Net income                              $171         $93       84%

          Income from continuing
           operations                             $123         $82       50%
          Gains associated with
           DCC asset sales                         (20)        (19)       5%
          Expenses relating to DCC sale
           activity                                  2           2
          Income from continuing
           operations, excluding
           unusual items                          $105         $65       62%

          Income from automotive
           aftermarket business                    $48         $19      153%
          Loss from engine management
           business                                             (8)
          Income from discontinued
           operations                               48          11      336%
          Loss on engine management sale                         2
          Reduction in deferred tax
           allowance related to
           aftermarket sale                        (20)
          Expenses relating to sale of
           aftermarket                               3
          Income from discontinued
           operations, excluding
           unusual items                           $31         $13      138%

          Diluted earnings per share:
           Income from continuing
            operations                           $0.82       $0.55       49%
           Income from discontinued
            operations                            0.32        0.08      300%
           Net income                            $1.14       $0.63       81%

           Income from continuing
            operations, excluding
            unusual items                        $0.70       $0.44       59%
           Income from discontinued
            operations, excluding
            unusual items                         0.21        0.09      133%
           Net income, excluding unusual
            items                                 0.91        0.53       72%
           Unusual items                          0.23        0.10      130%
           Net income                            $1.14       $0.63       81%


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

                                                   Three Months Ended June 30
                                                     2004               2003

          Net sales                                 $2,331             $2,012
          Revenue from lease financing
            and other income                            25                 43
                                                     2,356              2,055

          Costs and expenses
            Cost of sales                            2,101              1,838
            Selling, general and
             administrative expenses                   126                141
            Interest expense                            51                 55
                                                     2,278              2,034

          Income before income taxes                    78                 21
          Income tax benefit (expense)                  (6)                 9
          Minority interest                             (3)                (1)
          Equity in earnings of affiliates               4                 17

           Income from continuing operations            73                 46

           Income from discontinued operations          35                  6

           Net income                                 $108                $52

          Basic earnings per share
            Income from continuing operations        $0.49              $0.30
            Income from discontinued operations       0.23               0.05
            Net income                               $0.72              $0.35

          Diluted earnings per share
            Income from continuing operations        $0.49              $0.30
            Income from discontinued operations       0.23               0.05
            Net income                               $0.72              $0.35

          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)

                                                    Six Months Ended June 30
                                                     2004               2003

          Net sales                                 $4,642             $3,988
          Revenue from lease financing
            and other income                            39                 72
                                                     4,681              4,060

          Costs and expenses
            Cost of sales                            4,206              3,639
            Selling, general and
             administrative expenses                   262                277
            Interest expense                           102                114
                                                     4,570              4,030

          Income before income taxes                   111                 30
          Income tax benefit (expense)                  (3)                21
          Minority interest                             (6)                (3)
          Equity in earnings of affiliates              21                 34

           Income from continuing operations           123                 82

           Income from discontinued operations          48                 11

           Net income                                 $171                $93

          Basic earnings per share
            Income from continuing operations        $0.83              $0.55
            Income from discontinued operations       0.32               0.08
            Net income                               $1.15              $0.63

          Diluted earnings per share
            Income from continuing operations        $0.82              $0.55
            Income from discontinued operations       0.32               0.08
            Net income                               $1.14              $0.63

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


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

                                                   June 30         December 31
            Assets                                   2004              2003

            Current assets
               Cash and cash equivalents              $597              $731
               Accounts receivable
                 Trade                               1,310             1,048
                 Other                                 317               326
               Inventories                             747               743
               Assets of discontinued operations     1,324             1,254
               Other current assets                    459               431

                 Total current assets                4,754             4,533

            Investment in leases                       540               622
            Investments and other assets             2,286             2,252
            Property, plant and equipment, net       2,086             2,210

               Total assets                         $9,666            $9,617

            Liabilities and Shareholders' Equity

            Current liabilities
               Notes payable                          $384              $493
               Accounts payable                      1,241             1,076
               Liabilities of discontinued
                operations                             348               307
               Other current liabilities             1,135             1,089

                 Total current liabilities           3,108             2,965

            Long-term debt                           2,508             2,605
            Deferred employee benefits
               and other noncurrent liabilities      1,807             1,901
            Minority interest                          101                96
            Shareholders' equity                     2,142             2,050

               Total liabilities and
                 shareholders' equity               $9,666            $9,617


           Dana Corporation
           Condensed Statement of Cash Flows (Unaudited)
           (in millions)

                                                    Three Months Ended June 30
                                                             2004      2003

            Net income                                       $108       $52
            Depreciation and amortization                      90        99
            Asset impairment                                    1         3
            Gain on divestitures and asset sales              (21)      (11)
            Working capital decrease (increase)                58       (47)
            Deferred taxes                                    (46)       (6)
            Other                                             (73)      (11)
             Net cash flows - operating activities            117        79

            Purchases of property, plant and equipment        (63)      (66)
            Payments received on leases                         3         7
            Net loan repayments from customers                  1         9
            Divestitures                                                145
            Asset sales                                        52        75
            Other                                             (41)        3
             Net cash flows - investing activities            (48)      173

            Net change in short-term debt                      38      (184)
            Payments on long-term debt                        (45)      (37)
            Dividends paid                                    (18)       (2)
            Other                                               5        18
             Net cash flows - financing activities            (20)     (205)
            Net change in cash and cash equivalents            49        47
            Net change in cash - discontinued operations        2         1
            Cash and cash equivalents - beginning of period   546       584
            Cash and cash equivalents - end of period        $597      $632


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

            Net income                                       $171       $93
            Depreciation and amortization                     183       202
            Asset impairment                                    2         9
            Gain on divestitures and asset sales              (25)      (22)
            Working capital increase                         (164)     (284)
            Deferred taxes                                    (41)      (13)
            Other                                             (71)      (17)
             Net cash flows - operating activities             55       (32)

            Purchases of property, plant and equipment       (142)     (142)
            Payments received on leases                         6        16
            Net loan repayments from customers                  2        11
            Divestitures                                                145
            Asset sales                                       155       179
            Other                                             (40)        9
             Net cash flows - investing activities            (19)      218

            Net change in short-term debt                     153       (97)
            Proceeds from long-term debt                        5
            Payments on long-term debt                       (304)      (43)
            Dividends paid                                    (36)       (3)
            Other                                              10        17
             Net cash flows - financing activities           (172)     (126)
            Net change in cash and cash equivalents          (136)       60
            Net change in cash - discontinued operations        2         1
            Cash and cash equivalents - beginning of period   731       571
            Cash and cash equivalents - end of period        $597      $632


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

                                                  Three Months Ended June 30
                                                     2004              2003

            Net sales                               $2,331            $2,012
            Other income                                13                27
                                                     2,344             2,039

            Costs and expenses
              Cost of sales                          2,108             1,849
              Selling, general and
                administrative expenses                125               125
              Interest expense                          39                39
                                                     2,272             2,013

            Income before income taxes                  72                26
            Income tax expense                         (27)               (6)
            Minority interest                           (3)               (1)
            Equity in earnings of affiliates            31                27

            Income from continuing operations           73                46

            Income from discontinued operations         35                 6

            Net income                                $108               $52


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

                                                   Six Months Ended June 30
                                                     2004              2003

            Net sales                               $4,642            $3,988
            Other income                                20                40
                                                     4,662             4,028

            Costs and expenses
              Cost of sales                          4,222             3,663
              Selling, general and
                administrative expenses                247               241
              Interest expense                          77                81
                                                     4,546             3,985

            Income before income taxes                 116                43
            Income tax expense                         (38)              (12)
            Minority interest                           (6)               (3)
            Equity in earnings of affiliates            51                54

            Income from continuing operations          123                82

            Income from discontinued operations         48                11

            Net income                                $171               $93


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

                                                   June 30         December 31
             Assets                                  2004              2003

              Current assets
                 Cash and cash equivalents            $498              $664
                 Accounts receivable
                   Trade                             1,310             1,048
                   Other                               300               300
                 Inventories                           747               743
                 Assets of discontinued
                  operations                         1,324             1,254
                 Other current assets                  430               399

                   Total current assets              4,609             4,408

              Investments and other assets           2,657             2,580
              Property, plant and
               equipment, net                        1,927             2,014

                 Total assets                       $9,193            $9,002

              Liabilities and Shareholders' Equity

              Current liabilities
                 Notes payable                        $213              $260
                 Accounts payable                    1,241             1,076
                 Liabilities of
                  discontinued operations              348               307
                 Other current liabilities           1,302             1,235

                   Total current liabilities         3,104             2,878

              Long-term debt                         2,050             2,087
              Deferred employee benefits
               and other noncurrent
               liabilities                           1,798             1,893
              Minority interest                         99                94
              Shareholders' equity                   2,142             2,050

                 Total liabilities and
                   shareholders' equity             $9,193            $9,002


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

                                                    Three Months Ended June 30
                                                        2004             2003
            Sources
               Net income                               $108              $52
               Depreciation                               82               85
               Asset sales                                19               19
               Divestitures                                               145
               Working capital decrease (increase)        65              (30)
                                                         274              271

            Uses
               Capital spend                             (63)             (61)
               Dividends                                 (18)              (2)
               Restructuring cash payments               (26)             (20)
               Deferred taxes                            (54)              (2)
               Investment in and
                undistributed earnings of
                equity affiliates                        (43)             (32)
               Net changes in other accounts             (64)              12
                                                        (268)            (105)

           Cash change in net debt                        $6             $166


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

                                                      Six Months Ended June 30
                                                        2004             2003
           Sources
              Net income                                $171              $93
              Depreciation                               165              171
              Asset sales                                 33               43
              Divestitures                                                145
              Working capital increase                  (115)            (222)
                                                         254              230

           Uses
              Capital spend                             (139)            (133)
              Dividends                                  (36)              (3)
              Restructuring cash payments                (49)             (64)
              Deferred taxes                             (50)              (6)
              Investment in and
               undistributed earnings of
               equity affiliates                         (64)             (59)
              Net changes in other accounts              (31)              35
                                                        (369)            (230)

          Cash change in net debt                      $(115)            $ -


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

                                           Three Months Ended June 30, 2004

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

          Net sales                         $2,331     $       $       $2,331
          Other income                          13      24      (12)       25
                                             2,344      24      (12)    2,356

          Costs and expenses
            Cost of sales                    2,108               (7)    2,101
            Selling, general and
              administrative expenses          125       6       (5)      126
            Interest expense                    39      12                 51
                                             2,272      18      (12)    2,278

          Income before income taxes            72       6        -        78
          Income tax benefit (expense)         (27)     21                 (6)
          Minority interest                     (3)                        (3)
          Equity in earnings
            of affiliates                       31      (2)     (25)        4

          Income from continuing operations     73      25      (25)       73

          Income from discontinued operations   35                         35

          Net income                          $108     $25     $(25)     $108

              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)

                                            Six Months Ended June 30, 2004

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

          Net sales                         $4,642     $       $       $4,642
          Other income                          20      46      (27)       39

                                             4,662      46      (27)    4,681

          Costs and expenses
            Cost of sales                    4,222              (16)    4,206
            Selling, general and
              administrative expenses          247      26      (11)      262
            Interest expense                    77      25                102
                                             4,546      51      (27)    4,570

          Income (loss) before income
           taxes                               116      (5)       -       111
          Income tax benefit (expense)         (38)     35                 (3)
          Minority interest                     (6)                        (6)
          Equity in earnings
            of affiliates                       51       4      (34)       21

          Income from continuing
           operations                          123      34      (34)      123

          Income from discontinued
           operations                           48                         48

          Net income                          $171     $34     $(34)     $171

              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 June 30, 2003

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

          Net sales                         $2,012     $       $       $2,012
          Other income                          27      36      (20)       43
                                             2,039      36      (20)    2,055

          Costs and expenses
            Cost of sales                    1,849              (11)    1,838
            Selling, general and
              administrative expenses          125      25       (9)      141
            Interest expense                    39      16                 55
                                             2,013      41      (20)    2,034

          Income (loss) before income
           taxes                                26      (5)     -          21
          Income tax benefit (expense)          (6)     15                  9
          Minority interest                     (1)                        (1)
          Equity in earnings
            of affiliates                       27       5      (15)       17

          Income from continuing operations     46      15      (15)       46

          Income from discontinued operations    6                          6

          Net income                           $52     $15     $(15)      $52

              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)

                                            Six Months Ended June 30, 2003

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

          Net sales                         $3,988     $       $       $3,988
          Other income                          40      74      (42)       72
                                             4,028      74      (42)    4,060

          Costs and expenses
            Cost of sales                    3,663              (24)    3,639
            Selling, general and
              administrative expenses          241      54      (18)      277
            Interest expense                    81      33                114
                                             3,985      87      (42)    4,030

          Income (loss) before income
           taxes                                43     (13)     -          30
          Income tax benefit (expense)         (12)     33                 21
          Minority interest                     (3)                        (3)
          Equity in earnings
            of affiliates                       54      11      (31)       34

          Income from continuing operations     82      31      (31)       82

          Income from discontinued operations   11                         11

          Net income                           $93     $31     $(31)      $93

              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)

                                                  June 30, 2004

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

            Current assets
              Cash and cash
               equivalents               $498       $99       $          $597
              Accounts receivable
               Trade                    1,310                           1,310
               Other                      300        26         (9)       317
              Inventories                 747                             747
              Assets of discontinued
               operations               1,324                           1,324
              Other current assets        430       238       (209)       459

               Total current assets     4,609       363       (218)     4,754

            Investment in leases                    682       (142)       540
            Investments and other
             assets                     2,657       536       (907)     2,286
            Property, plant and
             equipment, net             1,927        16        143      2,086

              Total assets             $9,193    $1,597    $(1,124)    $9,666

            Liabilities and
             Shareholders' Equity

            Current liabilities
              Notes payable              $213      $171       $          $384
              Accounts payable          1,241                           1,241
              Liabilities of
               discontinued
               operations                 348                             348
              Other current
               liabilities              1,302        50       (217)     1,135

               Total current
                liabilities             3,104       221       (217)     3,108

            Long-term debt              2,050       458                 2,508
            Deferred employee
             benefits and other
             noncurrent liabilities     1,798       591       (582)     1,807
            Minority interest              99         2                   101
            Shareholders' equity        2,142       325       (325)     2,142

              Total liabilities and
               shareholders' equity    $9,193    $1,597    $(1,124)    $9,666

               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 DCC on           Elimi-      Dana
                                         Equity             nation    Consoli-
            Assets                       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 June 30, 2004
                                         Dana
                                      with DCC on           Elimi-      Dana
                                         Equity             nation    Consoli-
                                         Basis       DCC    Entries     dated

        Sources
         Net income                         $108     $25    $(25)     $108
         Depreciation                         82       8                90
         Asset sales                          19      36      (3)       52
         Working capital decrease             65       7      12        84
                                             274      76     (16)      334

        Uses
         Capital spend                       (63)     (3)      3       (63)
         Dividends                           (18)                      (18)
         Restructuring cash payments         (26)                      (26)
         Deferred taxes                      (54)      8               (46)
         Investment in and undistributed
          earnings of equity affiliates      (43)     27      25         9
         Net changes in other accounts       (64)    (56)    (12)     (132)
                                            (268)    (24)     16      (276)

        Cash change in net debt               $6     $52    $ -        $58

        Analysis of components of
         decrease in net debt:
         Net change in short-term debt       $38    $ -     $          $38
         Net payments on long-term debt        3     (48)              (45)
         Change in cash - continuing
          operations                         (47)     (4)              (51)
        Cash change in net debt               (6)    (52)     -        (58)
         Non-cash changes in net debt        (49)     -                (49)
        Total change in net debt            $(55)   $(52)   $ -      $(107)

         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)

                                             Six Months Ended June 30, 2004
                                            Dana
                                         with DCC on         Elimi-     Dana
                                           Equity            nation   Consoli-
                                            Basis      DCC   Entries    dated

        Sources
          Net income                           $171      $34    $(34)    $171
          Depreciation                          165       18              183
          Asset sales                            33      125      (3)     155
          Working capital increase             (115)      (1)      1     (115)
                                                254      176     (36)     394

        Uses
          Capital spend                        (139)      (6)      3     (142)
          Dividends                             (36)                      (36)
          Restructuring cash payments           (49)                      (49)
          Deferred taxes                        (50)       9              (41)
          Investment in and undistributed
           earnings of equity affiliates        (64)      30      34      -
          Net changes in other accounts         (31)     (82)     (1)    (114)
                                               (369)     (49)     36     (382)

        Cash change in net debt               $(115)    $127    $ -       $12


        Analysis of components of increase
         (decrease) in net debt:
          Net change in short-term debt        $183     $(30)  $         $153
          Net payments on long-term debt       (234)     (65)            (299)
          Change in cash - continuing
           operations                           166      (32)             134
        Cash change in net debt                 115     (127)     -       (12)
          Non-cash changes in net debt          (33)     (27)             (60)
        Total change in net debt                $82    $(154)   $ -      $(72)

          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 June 30, 2003
                                            Dana
                                         with DCC on         Elimi-     Dana
                                           Equity            nation   Consoli-
                                            Basis      DCC   Entries    dated

        Sources
          Net income                           $52      $15    $(15)      $52
          Depreciation                          85       14                99
          Asset sales                           19       57      (1)       75
          Divestitures                         145                        145
          Working capital decrease
           (increase)                          (30)       4      (1)      (27)
                                               271       90     (17)      344

        Uses
          Capital spend                        (61)      (3)     (2)      (66)
          Dividends                             (2)                        (2)
          Restructuring cash payments          (20)                       (20)
          Deferred taxes                        (2)      (4)               (6)
          Investment in and undistributed
           earnings of equity affiliates       (32)      11      16        (5)
          Net changes in other accounts         12       20       3        35
                                              (105)      24      17       (64)

        Cash change in net debt               $166     $114    $ -       $280


        Analysis of components of decrease
         in net debt:
          Net change in short-term debt      $(162)    $(26)   $        $(188)
          Proceeds from long-term debt          18                         18
          Debt assumed by buyer                         (32)              (32)
          Payments on long term debt           (18)     (12)              (30)
          Change in cash - continuing
           operations                           (4)     (44)              (48)
        Cash change in net debt               (166)    (114)     -       (280)
          Non-cash changes in net debt          28                         28
        Total change in net debt             $(138)   $(114)   $ -      $(252)

          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)

                                             Six Months Ended June 30, 2003
                                            Dana
                                         with DCC on         Elimi-     Dana
                                           Equity            nation   Consoli-
                                            Basis      DCC   Entries    dated

        Sources
          Net income                           $93      $31    $(31)      $93
          Depreciation                         171       31               202
          Asset sales                           43      137      (1)      179
          Divestitures                         145                        145
          Working capital increase            (222)      (4)      6      (220)
                                               230      195     (26)      399

        Uses
          Capital spend                       (133)      (8)     (1)     (142)
          Dividends                             (3)                        (3)
          Restructuring cash payments          (64)                       (64)
          Deferred taxes                        (6)      (7)              (13)
          Investment in and undistributed
           earnings of equity affiliates       (59)      21      32        (6)
          Net changes in other accounts         35       11      (5)       41
                                              (230)      17      26      (187)

        Cash change in net debt               $ -      $212    $ -       $212


        Analysis of components of increase
         (decrease) in net debt:
          Net change in short-term debt        $(5)    $(96)   $        $(101)
          Proceeds from long-term debt          18                         18
          Debt assumed by buyer                         (32)              (32)
          Payments on long term debt           (18)     (18)              (36)
          Change in cash - continuing
           operations                            5      (66)              (61)
        Cash change in net debt                 -      (212)     -       (212)
          Non-cash changes in net debt          36                         36
        Total change in net debt               $36    $(212)   $ -      $(176)

          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)
                                    Q2 - 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   (48)  (53)
    Continuing Operations               2,331   2,012    58    57   112    65

    Discontinued Operations                                          30    19
    Unusual Items Excluded from
     Performance Measurement                                         (8)   (8)
    Consolidated                       $2,331  $2,012   $58   $57  $134   $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                                                           (42)  (52)
    Continuing Operations               2,331   2,012   119    86   112    65

    Discontinued Operations                                          30    19
    Unusual Items Excluded from
     Performance Measurement                                         (8)   (8)
    Consolidated                       $2,331  $2,012  $119   $86  $134   $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)
                                    Q2 - 2004
                                  (in millions)

                                    Operating PAT  Net Profit    Net Assets
                                     04       03    04    03     04      03
    Automotive Systems Group         $72      $66   $43   $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                            (51)     (52)   (9)   (7)    (50)      -
    Continuing Operations             57       39    57    39   3,882   3,929

    Discontinued Operations           18        8    18     8
    Unusual Items Excluded from
     Performance Measurement          33        5    33     5
    Consolidated                    $108      $52  $108   $52  $3,882  $3,929

    North America                    $48      $40   $23   $11  $2,162  $2,242
    Europe                            26       23    18    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                            (46)     (49)   (6)   (7)   (187)   (130)
    Continuing Operations             57       39    57    39   3,882   3,929

    Discontinued Operations           18        8    18     8
    Unusual Items Excluded from
     Performance Measurement          33        5    33     5
    Consolidated                    $108      $52  $108   $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 Six Months Ended June 30, 2004
                                  (in millions)

                                                         Inter-
                                                        Segment
                                       External Sales    Sales        EBIT
                                         04      03     04    03    04    03
    Automotive Systems Group           $3,431  $3,004   $93   $71  $212  $164
    Heavy Vehicle Technologies and
     Systems Group                      1,170     954    18    41    90    55
    Dana Commercial Credit
    Other                                  41      30     3     3  (109)  (98)
    Continuing Operations               4,642   3,988   114   115   193   121

    Discontinued Operations                                          55    31
    Unusual Items Excluded from
     Performance Measurement                                         (9)   (8)
    Consolidated                       $4,642  $3,988  $114  $115  $239  $144

    North America                      $3,171  $2,796   $52   $47  $163  $113
    Europe                                880     738    61    40    67    56
    South America                         283     193    94    80    45    26
    Asia Pacific                          308     261    14     1    18    24
    Dana Commercial Credit
    Other                                                          (100)  (98)
    Continuing Operations               4,642   3,988   221   168   193   121

    Discontinued Operations                                          55    31
    Unusual Items Excluded from
     Performance Measurement                                         (9)   (8)
    Consolidated                       $4,642  $3,988  $221  $168  $239  $144
    Information for Discontinued
     Operations                         1,067   1,150     9     8

     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 Six Months Ended June 30, 2004
                                  (in millions)

                                    Operating PAT  Net Profit    Net Assets
                                     04       03    04    03     04      03
    Automotive Systems Group        $143     $123   $82   $62  $2,986  $2,980
    Heavy Vehicle
     Technologies and Systems
     Group                            55       34    28     9     621     643
    Dana Commercial Credit            12       12    12    12     325     306
    Other                           (105)    (104)  (17)  (18)    (50)      -
    Continuing Operations            105       65   105    65   3,882   3,929

    Discontinued Operations           31       13    31    13
    Unusual Items Excluded
     from Performance
     Measurement                      35       15    35    15
    Consolidated                    $171      $93  $171   $93  $3,882  $3,929

    North America                   $102      $72   $47   $16  $2,162  $2,242
    Europe                            48       48    32    33   1,096   1,051
    South America                     28       16    23    12     327     293
    Asia Pacific                      12       15     5     9     159     167
    Dana Commercial Credit            12       12    12    12     325     306
    Other                            (97)     (98)  (14)  (17)   (187)   (130)
    Continuing Operations            105       65   105    65   3,882   3,929

    Discontinued Operations           31       13    31    13
    Unusual Items Excluded
     from Performance
     Measurement                      35       15    35    15
    Consolidated                    $171      $93  $171   $93  $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)

    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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