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Dana Corporation Reports Second-Quarter Earnings

TOLEDO, Ohio, July 22 -- Dana Corporation today announced second-quarter sales of $2.5 billion and net income of $52 million, or 35 cents per share. This compares to sales of $2.6 billion and net income of $52 million during the same period last year.

"We entered the quarter knowing that we faced ongoing challenges within our Automotive Aftermarket Group and start-up costs associated with program launches in our Structural Solutions group," said Dana Chairman and CEO Joe Magliochetti. "Nevertheless, the benefits of the company's restructuring program helped us exceed consensus earnings estimates for the quarter.

"During the second quarter, we achieved several important milestones. The divestiture of our Engine Management operations was significant as we further sharpened our focus on our core disciplines," he said. "We also continued our strong growth with global vehicle manufacturers by securing strategically important new light-axle and driveshaft business with Toyota in South Africa."

Net income for the second quarter of 2003 included a $7.5 million after- tax gain from the continuing divestiture of assets by Dana Credit Corporation (DCC). This gain was partially offset by a $2.5 million additional after-tax charge associated with the sale of a significant portion of Dana's Engine Management operations to Standard Motor Products, Inc.

The company also realized an after-tax profit of approximately $8 million associated with the sale of its Parish Structural Products (Thailand) Ltd. operation to AAPICO Hitech Public Co., Ltd. This amount represents the recovery of development costs previously expensed during the start-up of an operation that supported an Isuzu light-truck program in Thailand.

First-Half Results Improved

Dana's six-month consolidated sales were $5 billion, up from $4.9 billion during the same period last year. Net income was $93 million, or 63 cents per share, compared to a loss of $177 million, or $1.19 per share, during the first six months of 2002. Net income in 2002 reflected a charge of $220 million, or $1.48 per share, associated with the required adoption of FAS 142 related to accounting for goodwill.

"Our recent divestitures enabled us to reduce non-DCC debt by more than $130 million during the quarter," said Dana Chief Financial Officer Bob Richter. "This brought our ratio of net debt-to-capital at June 30, exclusive of DCC, down to 52.8 percent from 57.0 percent at the beginning of the year.

"The sale of DCC assets also continues to progress well," he added. "DCC has reduced its portfolio assets by $160 million so far this year and reduced its total debt outstanding by more than $145 million. As a result, DCC now has cash on hand in excess of its bank debt."

Looking Ahead: Restructuring, Transformation Actions Pave Way for Further Progress

Mr. Magliochetti said that while a limited number of actions remain to be completed in conjunction with the company's October 2001 restructuring plan, all of Dana's restructuring costs from the program have been accounted for and the company expects to realize the full run-rate of its restructuring benefits by the end of the year.

"We've made solid progress in reducing costs, and we've generated significant cash to reduce debt," he said. "As we put our restructuring behind us and shift our full focus to transforming Dana, we expect to realize even greater benefits from our sharpened customer focus, reduced cost structure, and technology-driven growth opportunities.

"Our recent success in securing new business with customers such as BMW, Ford, Nissan, and Toyota, to name but a few, reflects our commitment to technological leadership and underscores the progress we're making," he added.

"We look forward to building on the momentum of these achievements. We remain firmly on track to achieve our projected full-year earnings of $195 million to $215 million in 2003, and expect that earnings in 2004 will be at least $300 million, or $2 per share," Mr. Magliochetti said.

Quarterly Conference Call Scheduled for 8:30 a.m. Tomorrow

Dana will discuss its second-quarter results and its response to the ArvinMeritor tender offer in a conference call at 8:30 a.m. (EDT) tomorrow. The call may be accessed via Dana's web site (www.dana.com), where it will be accompanied by a brief slide presentation, or by dialing (800) 275-3210. Please dial into the conference five minutes prior to the call. An audio recording of this conference call will be available after 1 p.m. tomorrow. To access this recording, please dial (800) 537-8823. A webcast replay of the call will also be available at 1 p.m. tomorrow 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 vehicle manufacturers and their related aftermarkets. The company employs approximately 60,000 people worldwide. Founded in 1904 and based in Toledo, Ohio, Dana operates hundreds of technology, manufacturing, and customer service facilities in 30 countries. The company reported 2002 sales of $9.5 billion.

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

                                                 Three Months Ended June 30
                                                   2003               2002

        Net sales                                 $2,541             $2,576
        Revenue from lease financing
          and other income                            40                 75
                                                   2,581              2,651

        Costs and expenses
          Cost of sales                            2,276              2,255
          Selling, general and
           administrative expenses                   208                219
          Restructuring charges                                          51
          Interest expense                            56                 65
                                                   2,540              2,590

        Income before income taxes                    41                 61
        Income tax expense                            (2)               (15)
        Minority interest                             (2)                (3)
        Equity in earnings
          of affiliates                               18                 15

         Income from continuing
          operations                                  55                 58

         Loss from discontinued
          operations                                  (3)                (6)

         Net income                                  $52                $52

        Basic earnings (loss) per
         share
          Income from continuing
           operations                              $0.38              $0.39
          Loss from discontinued
           operations                              (0.03)             (0.04)
          Net income                               $0.35              $0.35

        Diluted earnings (loss) per
         share
          Income from continuing
           operations                              $0.38              $0.39
          Loss from discontinued
           operations                              (0.03)             (0.04)
          Net income                               $0.35              $0.35

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

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

                                                   Six Months Ended June 30
                                                   2003               2002

        Net sales                                 $4,983             $4,897
        Revenue from lease financing
          and other income                            70                128
                                                   5,053              5,025

        Costs and expenses
          Cost of sales                            4,459              4,309
          Selling, general and
           administrative expenses                   409                440
          Restructuring charges                                          88
          Interest expense                           115                132
                                                   4,983              4,969

        Income before income taxes                    70                 56
        Income tax expense                                              (35)
        Minority interest                             (4)                (9)
        Equity in earnings
          of affiliates                               35                 33

         Income from continuing
          operations before effect
          of change in accounting                    101                 45

         Loss from discontinued
          operations                                  (8)                (2)

         Income before effect of
          change in accounting                        93                 43

         Effect of change in
          accounting                                                   (220)

         Net income (loss)                           $93              $(177)

        Basic earnings (loss) per
         share
          Income from continuing
           operations before effect
           of change in accounting                 $0.69              $0.30
          Loss from discontinued
           operations                              (0.06)             (0.01)
          Effect of change in
           accounting                                                 (1.48)
          Net income (loss)                        $0.63             $(1.19)

        Diluted earnings (loss) per
         share
          Income from continuing
           operations before effect
           of change in accounting                 $0.69              $0.30
          Loss from discontinued
           operations                              (0.06)             (0.01)
          Effect of change in
           accounting                                                 (1.48)
          Net income (loss)                        $0.63             $(1.19)

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

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

                                                  June 30        December 31
           Assets                                   2003              2002

           Current assets
              Cash and cash equivalents              $632              $571
              Accounts receivable
                Trade                               1,537             1,348
                Other                                 283               320
              Inventories                           1,155             1,116
              Other current assets                    692               763
                Total current assets                4,299             4,118

           Property, plant and
            equipment, net                          2,492             2,556
           Investment in leases                       697               827
           Investments and other assets             2,122             2,052
              Total assets                         $9,610            $9,553

           Liabilities and Shareholders'
            Equity

           Current liabilities
              Notes payable                          $463              $287
              Accounts payable                      1,132             1,004
              Other current liabilities             1,244             1,533
                Total current liabilities           2,839             2,824

           Long-term debt                           2,924             3,215
           Deferred employee benefits
              and other noncurrent
              liabilities                           1,969             1,925
           Minority interest                           93               107
           Shareholders' equity                     1,785             1,482

              Total liabilities and
                shareholders' equity               $9,610            $9,553

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

                                                                 2003  2002

            Net income                                            $52   $52
            Depreciation and
             amortization                                          99   121
            Asset impairment                                        3     9
            Gain on divestitures and
             asset sales                                          (11)  (35)
            Working capital decrease
             (increase)                                           (47)   59
            Other                                                 (17)   (2)
              Net cash flows - operating
               activities                                          79   204

            Purchases of property,
             plant and equipment                                  (66)  (90)
            Payments received on leases                             7    16
            Net loans to customers                                  9    17
            Divestitures                                          145    62
            Asset sales                                            75    43
            Other                                                   3   (12)
              Net cash flows - investing
               activities                                         173    36

            Net change in short-term
             debt                                                (184) (199)
            Proceeds from long-term
             debt                                                        35
            Payments on long-term debt                            (37)  (33)
            Dividends paid                                         (2)   (2)
            Other                                                  18     2
              Net cash flows - financing
               activities                                        (205) (197)
            Net change in cash and cash
             equivalents                                           47    43
            Net change in cash -
             discontinued operations                                1
            Cash and cash equivalents -
             beginning of period                                  584   275
            Cash and cash equivalents -
             end of period                                       $632  $318

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

                                                                2003  2002

            Net income (loss)                                    $93  $(177)
            Depreciation and
             amortization                                        202    242
            Asset impairment                                       9     30
            Change in accounting for
             goodwill                                                   220
            Gain on divestitures and
             asset sales                                         (22)   (34)
            Working capital decrease
             (increase)                                         (284)    24
            Other                                                (30)   (30)
              Net cash flows - operating
               activities                                        (32)   275

            Purchases of property,
             plant and equipment                                (142)  (165)
            Purchases of assets to be
             leased                                                     (26)
            Payments received on leases                           16     25
            Net loans to customers                                11     14
            Divestitures                                         145     72
            Asset sales                                          179     59
            Other                                                  9     15
              Net cash flows - investing
               activities                                        218     (6)

            Net change in short-term
             debt                                                (97)  (211)
            Proceeds from long-term
             debt                                                       285
            Payments on long-term debt                           (43)  (224)
            Dividends paid                                        (3)    (3)
            Other                                                 17      3
              Net cash flows - financing
               activities                                       (126)  (150)
            Net change in cash and cash
             equivalents                                          60    119
            Net change in cash -
             discontinued operations                               1
            Cash and cash equivalents -
             beginning of period                                 571    199
            Cash and cash equivalents -
             end of period                                      $632   $318

         Dana Corporation
         (Including Dana Credit Corporation on an Equity Basis)
         Condensed Statement of Income (Unaudited)
         (in millions)
                                                 Three Months Ended June 30
                                                   2003              2002

          Net sales                               $2,541            $2,576
          Other income                                25                13
                                                   2,566             2,589

          Costs and expenses
            Cost of sales                          2,286             2,270
            Selling, general and
              administrative expenses                192               189
            Restructuring charges                                       51
            Interest expense                          41                44
                                                   2,519             2,554

          Income before income taxes                  47                35
          Income tax expense                         (18)              (18)
          Minority interest                           (2)               (3)
          Equity in earnings
            of affiliates                             28                44

          Income from continuing
           operations                                 55                58

          Loss from discontinued
           operations                                 (3)               (6)

          Net income                                 $52               $52

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

                                                  Six Months Ended June 30
                                                   2003              2002

          Net sales                               $4,983            $4,897
          Other income                                38                27
                                                   5,021             4,924

          Costs and expenses
            Cost of sales                          4,482             4,339
            Selling, general and
              administrative expenses                373               384
            Restructuring charges                                       88
            Interest expense                          83                89
                                                   4,938             4,900

          Income before income taxes                  83                24
          Income tax expense                         (33)              (34)
          Minority interest                           (4)               (9)
          Equity in earnings
            of affiliates                             55                64

          Income from continuing
           operations before
           effect of change in
           accounting                                101                45

          Loss from discontinued
           operations                                 (8)               (2)

          Income before effect of
           change in accounting                       93                43

          Effect of change in
           accounting                                                 (220)

          Net income (loss)                          $93             $(177)

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

                                                  June 30        December 31
             Assets                                 2003              2002

             Current assets
                Cash and cash
                 equivalents                        $546              $551
                Accounts receivable
                  Trade                            1,537             1,348
                  Other                              279               209
                Inventories                        1,155             1,116
                Other current assets                 644               716
                  Total current assets             4,161             3,940

             Property, plant and
              equipment, net                       2,252             2,253
             Investments and other
              assets                               2,484             2,375
                Total assets                      $8,897            $8,568

             Liabilities and
              Shareholders' Equity

             Current liabilities
                Notes payable                       $283               $53
                Accounts payable                   1,132             1,004
                Other current
                 liabilities                       1,382             1,555
                  Total current
                   liabilities                     2,797             2,612

             Long-term debt                        2,263             2,462
             Deferred employee benefits
              and other noncurrent
              liabilities                          1,960             1,906
             Minority interest                        92               106
             Shareholders' equity                  1,785             1,482

                Total liabilities and
                  shareholders' equity            $8,897            $8,568

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

                                                  Three Months Ended June 30
                                                     2003              2002
          Sources
             Net income                               $52               $52
             Depreciation                              85                97
             Asset sales                                2                11
             Divestitures                             145
             Working capital decrease
              (increase)                              (30)               34
                                                      254               194

          Uses
             Capital spend                            (61)              (70)
             Dividends                                 (2)               (2)
             Net changes in other
              accounts                                (22)                6
                                                      (85)              (66)

          October 2001 restructuring
           cash impact
             After-tax charges                                           42
             Cash payments                            (20)              (39)
             Proceeds from asset sales                 17                17
                                                       (3)               20

         Cash change in net debt                     $166              $148

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

                                                   Six Months Ended June 30
                                                     2003              2002
          Sources
             Net income (loss)                        $93             $(177)
             Change in accounting for
              goodwill                                                  220
             Net income before goodwill
              change                                   93                43
             Depreciation                             171               195
             Asset sales                                6                11
             Divestitures                             145                10
             Working capital decrease
              (increase)                             (222)               24
                                                      193               283

          Uses
             Capital spend                           (133)             (134)
             Dividends                                 (3)               (3)
             Net changes in other
              accounts                                (30)              (26)
                                                     (166)             (163)

          October 2001 restructuring
           cash impact
             After-tax charges                                           79
             Cash payments                            (64)              (78)
             Proceeds from asset sales                 37                19
                                                      (27)               20

         Cash change in net debt                      $ -              $140

       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                       $2,541     $ -      $ -    $2,541
        Other income                        25      36      (21)       40

                                         2,566      36      (21)    2,581

        Costs and expenses
          Cost of sales                  2,286              (10)    2,276
          Selling, general and
            administrative expenses        192      26      (10)      208
          Interest expense                  41      15                 56
                                         2,519      41      (20)    2,540

        Income (loss) before income
         taxes                              47      (5)      (1)       41
        Income tax benefit (expense)       (18)     16                 (2)
        Minority interest                   (2)                        (2)
        Equity in earnings
          of affiliates                     28       4      (14)       18

        Income from continuing
         operations                         55      15      (15)       55

        Loss from discontinued
         operations                         (3)                        (3)

        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                       $4,983     $ -      $ -    $4,983
        Other income                        38      74      (42)       70
                                         5,021      74      (42)    5,053

        Costs and expenses
          Cost of sales                  4,482              (23)    4,459
          Selling, general and
            administrative expenses        373      55      (19)      409
          Interest expense                  83      32                115
                                         4,938      87      (42)    4,983

        Income (loss) before income
         taxes                              83     (13)     -          70
        Income tax benefit (expense)       (33)     33                -
        Minority interest                   (4)                        (4)
        Equity in earnings
          of affiliates                     55      11      (31)       35

        Income from continuing
         operations                        101      31      (31)      101

        Loss from discontinued
         operations                         (8)                        (8)

        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 Statement of Income (Unaudited)
       (in millions)

                                         Three Months Ended June 30, 2002

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

        Net sales                       $2,576     $ -      $ -    $2,576
        Other income                        13      96      (34)       75
                                         2,589      96      (34)    2,651

        Costs and expenses
          Cost of sales                  2,270              (15)    2,255
          Selling, general and
            administrative expenses        189      44      (14)      219
          Restructuring charges             51                         51
          Interest expense                  44      21                 65
                                         2,554      65      (29)    2,590

        Income before income taxes          35      31       (5)       61
        Income tax benefit (expense)       (18)      1        2       (15)
        Minority interest                   (3)                        (3)
        Equity in earnings
          of affiliates                     44       6      (35)       15

        Income from continuing
         operations                         58      38      (38)       58

        Loss from discontinued
         operations                         (6)                        (6)

        Net income                         $52     $38     $(38)      $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, 2002

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

        Net sales                       $4,897     $ -      $ -    $4,897
        Other income                        27     164      (63)      128
                                         4,924     164      (63)    5,025

        Costs and expenses
          Cost of sales                  4,339              (30)    4,309
          Selling, general and
            administrative expenses        384      83      (27)      440
          Restructuring charges             88                         88
          Interest expense                  89      43                132

                                         4,900     126      (57)    4,969

        Income before income taxes          24      38       (6)       56
        Income tax expense                 (34)     (3)       2       (35)
        Minority interest                   (9)                        (9)
        Equity in earnings
          of affiliates                     64      13      (44)       33

        Income from continuing
         operations                         45      48      (48)       45

        Loss from discontinued
         operations                         (2)                        (2)

        Income before effect of change
          in accounting                     43      48      (48)       43

        Effect of change in accounting    (220)                      (220)

        Net income (loss)                $(177)    $48     $(48)    $(177)

        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, 2003

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

          Current assets
            Cash and cash
             equivalents               $546       $86       $ -        $632
            Accounts receivable
             Trade                    1,537                           1,537
             Other                      279         4                   283
            Inventories               1,155                           1,155
            Other current assets        644       219       (171)       692

             Total current assets     4,161       309       (171)     4,299

          Property, plant and
           equipment, net             2,252        16        224      2,492
          Investment in leases                    921       (224)       697
          Investments and other
           assets                     2,484       539       (901)     2,122

            Total assets             $8,897    $1,785    $(1,072)    $9,610

          Liabilities and
           Shareholders' Equity

          Current liabilities
            Notes payable              $283      $180        $ -       $463
            Accounts payable          1,132                           1,132
            Other current
             liabilities              1,382        33       (171)     1,244

             Total current
              liabilities             2,797       213       (171)     2,839

          Long-term debt              2,263       661                 2,924
          Deferred employee
           benefits and
           other noncurrent
           liabilities                1,960       604       (595)     1,969
          Minority interest              92         1                    93
          Shareholders' equity        1,785       306       (306)     1,785

            Total liabilities and
             shareholders' equity    $8,897    $1,785    $(1,072)    $9,610

           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, 2002

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

          Current assets
            Cash and cash
             equivalents                 $551       $20     $ -        $571
            Accounts receivable
              Trade                     1,348                         1,348
              Other                       209       111                 320
            Inventories                 1,116                         1,116
            Other current assets          716       105      (58)       763

              Total current assets      3,940       236      (58)     4,118

          Property, plant and
           equipment, net               2,253        39      264      2,556
          Investment in leases                    1,091     (264)       827
          Investments and other
           assets                       2,375       569     (892)     2,052

            Total assets               $8,568    $1,935    $(950)    $9,553

          Liabilities and
           Shareholders' Equity

          Current liabilities
            Notes payable                 $53      $234      $ -       $287
            Accounts payable            1,004                         1,004
            Other current
             liabilities                1,555        37      (59)     1,533

              Total current
               liabilities              2,612       271      (59)     2,824

          Long-term debt                2,462       753               3,215
          Deferred employee benefits
           and other noncurrent
           liabilities                  1,906       639     (620)     1,925
          Minority interest               106         1                 107
          Shareholders' equity          1,482       271     (271)     1,482

            Total liabilities and
              shareholders' equity     $8,568    $1,935    $(950)    $9,553

          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
        (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                         2       57      (1)       58
         Divestitures                      145                        145
         Working capital decrease
          (increase)                       (30)       4      (1)      (27)
                                           254       90     (17)      327

       Uses
         Capital spend                     (61)      (3)     (2)      (66)
         Dividends                          (2)                        (2)
         Net changes in other accounts     (22)      27      19        24
                                           (85)      24      17       (44)

       October 2001 restructuring cash
        impact
         Cash payments                     (20)                       (20)
         Proceeds from asset sales          17                         17
                                            (3)       -       -        (3)
       Cash change in net debt            $166     $114     $ -      $280

       Analysis of components of
        increase (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                     (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
        (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                         6      137      (1)      142
         Divestitures                      145                        145
         Working capital decrease
          (increase)                      (222)      (4)      6      (220)
                                           193      195     (26)      362

       Uses
         Capital spend                    (133)      (8)     (1)     (142)
         Dividends                          (3)                        (3)
         Net changes in other accounts     (30)      25      27        22
                                          (166)      17      26      (123)

       October 2001 restructuring cash
        impact
         Cash payments                     (64)                       (64)
         Proceeds from asset sales          37                         37
                                           (27)       -       -       (27)
       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                      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.

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

                                          Three Months Ended June 30, 2002

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

       Sources
         Net income                        $52      $38    $(38)      $52
         Depreciation                       97       24               121
         Asset sales                        11               15        26
         Divestitures                                62                62
         Working capital decrease
          (increase)                        34       (9)     17        42
                                           194      115      (6)      303

       Uses
         Capital spend                     (70)             (20)      (90)
         Dividends                          (2)                        (2)
         Net changes in other accounts       6      (23)     26         9
                                           (66)     (23)      6       (83)

       October 2001 restructuring cash
        impact
         After-tax charges                  42                         42
         Cash payments                     (39)                       (39)
         Proceeds from asset sales          17                         17
                                            20        -       -        20
       Cash change in net debt            $148      $92     $ -      $240

       Analysis of components of increase
        (decrease) in net debt:
         Net change in short-term debt    $(91)   $(108)    $ -     $(199)
         Proceeds from long-term debt                35                35
         Payments on long term debt        (11)     (22)              (33)
         Change in cash                    (46)       3               (43)
       Cash change in net debt            (148)     (92)      -      (240)
         Non-cash changes in net debt       86        5                91
       Total change in net debt           $(62)    $(87)    $ -     $(149)

       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
        (in millions)

                                           Six Months Ended June 30, 2002

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

       Sources
         Net income (loss)                 $(177)     $48    $(48)    $(177)
         Change in accounting for
          goodwill                           220                        220
         Net income (loss) before
          goodwill change                     43       48     (48)       43
         Depreciation                        195       47               242
         Asset sales                          11               29        40
         Divestitures                         10       62                72
         Working capital decrease
          (increase)                          24      (12)     11        23
                                             283      145      (8)      420

       Uses
         Capital spend                      (134)      (2)    (29)     (165)
         Dividends                            (3)                        (3)
         Net changes in other accounts       (26)     (14)     37        (3)
                                            (163)     (16)      8      (171)

       October 2001 restructuring cash
        impact
         After-tax charges                    79                         79
         Cash payments                       (78)                       (78)
         Proceeds from asset sales            19                         19
                                              20        -       -        20
       Cash change in net debt              $140     $129     $ -      $269

       Analysis of components of
        increase (decrease) in net debt:
         Net change in short-term debt     $(125)    $(86)    $ -     $(211)
         Proceeds from long-term debt        250       35               285
         Payments on long term debt         (146)     (78)             (224)
         Change in cash                     (119)                      (119)
       Cash change in net debt              (140)    (129)      -      (269)
         Non-cash changes in net debt         51        5                56
       Total change in net debt             $(89)   $(124)    $ -     $(213)

       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 - 2003
                                (in millions)

                                                             Inter-Segment
                                            External Sales        Sales
                                             03        02       03      02
  Automotive Systems Group                  $935      $945     $31     $25
  Automotive Aftermarket Group               572       587       3       4
  Engine and Fluid Management Group          518       532      23      26
  Heavy Vehicle Technologies and
   Systems Group                             500       497      20      27
  Dana Commercial Credit
  Other                                       16        15       2       3
  Continuing Operations                    2,541     2,576      79      85

  Discontinued Operations
  Unusual Items Excluded from
       Performance Measurement
  Effect of change in Accounting
  Consolidated                            $2,541    $2,576     $79     $85

  North America                           $1,811    $1,969     $21      $7
  Europe                                     452       385      22      19
  South America                              138       130      47      47
  Asia Pacific                               140        92       -
  Dana Commercial Credit
  Other
  Continuing Operations                    2,541     2,576      90      73

  Discontinued Operations
  Unusual Items Excluded from
       Performance Measurement
  Effect of change in Accounting
  Consolidated                            $2,541    $2,576     $90     $73
  Information for Discontinued
   Operations                                 75       213       3      17

                              Investor Relations
                               Dana Corporation
                 Quarterly Financial Information (Unaudited)
                                  Q2 - 2003
                                (in millions)

                                              EBIT         Operating PAT
                                           03     02        03        02
  Automotive Systems Group                $56    $66       $46       $50
  Automotive Aftermarket Group             28     54        18        33
  Engine and Fluid Management Group        34     41        22        27
  Heavy Vehicle Technologies and
   Systems Group                           30     37        18        23
  Dana Commercial Credit                                     6         7
  Other                                   (62)   (62)      (62)      (70)
  Continuing Operations                    86    136        48        70

  Discontinued Operations                  (2)    (5)       (1)       (3)
  Unusual Items Excluded from
       Performance Measurement             (8)   (63)        5       (15)
  Effect of change in Accounting
  Consolidated                            $76    $68       $52       $52

  North America                           $90   $155       $60       $97
  Europe                                   24     11        21        13
  South America                            21     23        13        14
  Asia Pacific                             13      4         8         3
  Dana Commercial Credit                                     6         7
  Other                                   (62)   (57)      (60)      (64)
  Continuing Operations                    86    136        48        70

  Discontinued Operations                  (2)    (5)       (1)       (3)
  Unusual Items Excluded from
       Performance Measurement             (8)   (63)        5       (15)
  Effect of change in Accounting
  Consolidated                            $76    $68       $52       $52
  Information for Discontinued
   Operations

                              Investor Relations
                               Dana Corporation
                 Quarterly Financial Information (Unaudited)
                                  Q2 - 2003
                                (in millions)

                                            Net Profit        Net Assets
                                            03      02       03        02
  Automotive Systems Group                 $25     $28    $1,891    $1,845
  Automotive Aftermarket Group               2      17     1,035     1,049
  Engine and Fluid Management Group         10      14     1,027       976
  Heavy Vehicle Technologies and
   Systems Group                             5       9       643       694
  Dana Commercial Credit                     6       7       306       250
  Other                                             (5)       (8)       57
  Continuing Operations                     48      70     4,894     4,871

  Discontinued Operations                   (1)     (3)
  Unusual Items Excluded from
       Performance Measurement               5     (15)
  Effect of change in Accounting
  Consolidated                             $52     $52    $4,894    $4,871

  North America                            $17     $53    $3,019    $3,101
  Europe                                    10       4     1,176     1,129
  South America                              9      11       352       354
  Asia Pacific                               4       -       166       172
  Dana Commercial Credit                     6       7       306       250
  Other                                      2      (5)     (125)     (135)
  Continuing Operations                     48      70     4,894     4,871

  Discontinued Operations                   (1)     (3)
  Unusual Items Excluded from
       Performance Measurement               5     (15)
  Effect of change in Accounting
  Consolidated                             $52     $52    $4,894    $4,871
  Information for Discontinued
   Operations                                                (15)      381

  See Notes 20 and 21 in Dana's 2002 Annual Report for further information
  ( WWW.Dana.Com)

                              Investor Relations
                               Dana Corporation
                 Quarterly Financial Information (Unaudited)
                      For Six Months Ended June 30, 2003
                                (in millions)

                                                             Inter-Segment
                                           External Sales        Sales
                                            03        02       03      02
  Automotive Systems Group                $1,878    $1,818     $62     $46
  Automotive Aftermarket Group             1,085     1,121       7       8
  Engine and Fluid Management Group        1,036     1,023      46      51
  Heavy Vehicle Technologies and
   Systems Group                             954       905      41      53
  Dana Commercial Credit
  Other                                       30        30       3       8
  Continuing Operations                    4,983     4,897     159     166

  Discontinued Operations
  Unusual Items Excluded from
       Performance Measurement
  Effect of change in Accounting
  Consolidated                            $4,983    $4,897    $159    $166

  North America                           $3,591    $3,727     $43     $18
  Europe                                     882       751      42      37
  South America                              249       250      90      89
  Asia Pacific                               261       169       1
  Dana Commercial Credit
  Other
  Continuing Operations                    4,983     4,897     176     144

  Discontinued Operations
  Unusual Items Excluded from
       Performance Measurement
  Effect of change in Accounting
  Consolidated                            $4,983    $4,897    $176    $144
  Information for Discontinued
   Operations                                155       413       6      33

                              Investor Relations
                               Dana Corporation
                 Quarterly Financial Information (Unaudited)
                      For Six Months Ended June 30, 2003
                                (in millions)

                                              EBIT         Operating PAT
                                           03     02        03         02
  Automotive Systems Group                $99   $111       $82        $88
  Automotive Aftermarket Group             53     90        33         55
  Engine and Fluid Management Group        70     67        45         44
  Heavy Vehicle Technologies and
   Systems Group                           55     54        34         33
  Dana Commercial Credit                                    12         17
  Other                                  (116)  (114)     (122)      (135)
  Continuing Operations                   161    208        84        102

  Discontinued Operations                  (9)   (11)       (6)        (7)
  Unusual Items Excluded from
       Performance Measurement             (8)  (109)       15        (52)
  Effect of change in Accounting                                     (220)
  Consolidated                           $144    $88       $93      $(177)

  North America                          $164   $254      $105       $160
  Europe                                   51     28        46         29
  South America                            32     32        20         19
  Asia Pacific                             24      6        15          4
  Dana Commercial Credit                                    12         17
  Other                                  (110)  (112)     (114)      (127)
  Continuing Operations                   161    208        84        102

  Discontinued Operations                  (9)   (11)       (6)        (7)
  Unusual Items Excluded from
       Performance Measurement             (8)  (109)       15        (52)
  Effect of change in Accounting                                     (220)
  Consolidated                           $144    $88       $93      $(177)
  Information for Discontinued
   Operations

                              Investor Relations
                               Dana Corporation
                 Quarterly Financial Information (Unaudited)
                      For Six Months Ended June 30, 2003
                                (in millions)

                                            Net Profit         Net Assets
                                            03      02        03        02
  Automotive Systems Group                 $40      $44    $1,891    $1,845
  Automotive Aftermarket Group               4       24     1,035     1,049
  Engine and Fluid Management Group         23       20     1,027       976
  Heavy Vehicle Technologies and
   Systems Group                             8        8       643       694
  Dana Commercial Credit                    12       17       306       250
  Other                                     (3)     (11)       (8)       57
  Continuing Operations                     84      102     4,894     4,871

  Discontinued Operations                   (6)      (7)
  Unusual Items Excluded from
       Performance Measurement              15      (52)
  Effect of change in Accounting                   (220)
  Consolidated                             $93    $(177)   $4,894    $4,871

  North America                            $26      $72    $3,019    $3,101
  Europe                                    26       11     1,176     1,129
  South America                             14       13       352       354
  Asia Pacific                               8       (1)      166       172
  Dana Commercial Credit                    12       17       306       250
  Other                                     (2)     (10)     (125)     (135)
  Continuing Operations                     84      102     4,894     4,871

  Discontinued Operations                   (6)      (7)
  Unusual Items Excluded from
       Performance Measurement              15      (52)
  Effect of change in Accounting                   (220)
  Consolidated                             $93    $(177)   $4,894    $4,871
  Information for Discontinued
   Operations                                                 (15)      381

  See Notes 20 and 21 in Dana's 2002 Annual Report for further information
  (WWW.Dana.Com)

  FOR MORE INFORMATION
  (WWW.Dana.Com) - Dial-For-Dana U.S. or Canada 800-537-8823;
  OH 800-472-8810
  E-Mail Michelle.Hards@Dana.com or Karen.Crawford@Dana.Com
  Dana Investor Relations 419-535-4635