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Dana Corporation Reports Increased Earnings

TOLEDO, Ohio, Feb. 11, 2004 -- Dana Corporation announced improved performance for the fourth-quarter and full- year 2003, and increased its dividend payment for the first quarter of 2004. Specifically:

   * Fourth-quarter net income increased to $68 million from a loss of
     $9 million during the same period of the prior year;
   * Full-year net income improved to $222 million from a loss of
     $182 million in 2002; and
   * The quarterly dividend was doubled from 6 to 12 cents per share.

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

"Notwithstanding the extraordinary challenges Dana faced in 2003, we continued to execute on our restructuring plan and, as a result, improved our earnings and strengthened our balance sheet," said Dana Chairman Glen Hiner. "Building on this foundation, we begin the new year with renewed momentum, exciting programs with a diverse group of global customers, and a sharpened strategic focus."

In a move to further refine its direction, Dana announced in December its intent to divest substantially all of its Automotive Aftermarket business unit. These operations have been re-classified as discontinued operations.

  Financial Summary
  (in millions, except earnings per share)

                               4th Quarter                Full Year
                            2003         2002         2003         2002
  Net Sales
  Continuing operations   $2,050       $1,790       $7,918       $7,501
  Discontinued operations    473          617        2,153        2,782
  Total                   $2,523       $2,407      $10,071      $10,283

  Net Income (Loss)
  Income (loss) from
   continuing operations     $56          $(1)        $175           $6
  Income (loss) from
   discontinued operations    12           (8)          47           32
  Goodwill accounting change ---          ---          ---         (220)
  Net income (loss)          $68          $(9)        $222        $(182)

  Net income, excluding
   unusual items             $62          $32         $183         $171
  Goodwill accounting change ---          ---          ---         (220)
  October 2001 plan
   restructuring             ---          (44)         ---         (163)
  Net gain on divestitures     6            3           30           30
  Gain on repurchase
   of notes                  ---          ---            9          ---
  Net income (loss)          $68          $(9)        $222        $(182)

  Diluted Earnings per Share
  Net Income, excluding
   unusual items           $0.41        $0.22       $ 1.23        $1.15
  Net income (loss)        $0.45       $(0.06)      $ 1.49       $(1.22)

  Fourth-Quarter Results

Sales from continuing operations were $2.1 billion for the fourth quarter of 2003, compared to $1.8 billion during the same period last year. Sales in 2003 were favorably impacted by $132 million of foreign currency translation. The balance of the increase was due to improved heavy-truck production in North America and new business coming on stream.

Net income totaled $68 million, or 45 cents per share, compared to a loss of $9 million, or 6 cents per share, during the same period in 2002. The improvement was driven by higher sales, the effects of the company's restructuring plan, and certain tax benefits, which more than offset higher- than-anticipated start-up costs in its structures business.

Full-Year Results

Sales from continuing operations were $7.9 billion in 2003, compared to $7.5 billion in 2002. The increase in full-year sales was largely due to foreign currency translation and new business, offset partially by lower North American vehicular production, particularly in the first half of 2003.

Net income in 2003 totaled $222 million, or $1.49 per share, compared to a loss of $182 million, or $1.22 cents per share, in 2002. Net income in 2003 included net gains from divestitures and the repurchase of debt, while net income in 2002 reflected a charge associated with the change in accounting for goodwill, restructuring costs, and net divestiture gains.

"In early 2003, lower vehicle production and softness in aftermarket business hampered our year-on-year comparisons," said Chief Financial Officer Bob Richter. "However, improved performance in our engine and heavy vehicle units drove stronger earnings in the second half of the year. But for the effect of start-up costs in structures, we would have seen the same type of improvement from the Automotive Systems Group as well.

"We came in under our targeted working capital reduction, due in large part to a delay in receiving certain customer tooling reimbursements," Mr. Richter added. "Nevertheless, we are pleased with the improvement in our balance sheet, which shows a substantial reduction in net debt. In fact, aided by the positive effect of currency movements and pension adjustments on net worth, our ratio of net debt-to-capital, exclusive of Dana Credit Corporation, improved to 45 percent from 57 percent a year ago."

2004 Outlook

Commenting on the current year, Mr. Richter said the company anticipates increased sales in its key global markets: light vehicular, heavy vehicle, and off-highway. "Along with favorable market conditions, particularly in the North American heavy-truck segment, we expect to benefit more fully from our restructuring, which is now essentially complete," he said.

"The early part of the year continues to be impacted by our product launches," he added. "So in the near-term, we have two major objectives. First, we intend to put the structures start-ups behind us, collect the related tooling payments, and realize the significant contribution we expect from these new programs. Secondly, we will work diligently to complete the sale of our aftermarket group.

"We take pride in the efforts of our people over the last two years," Mr. Hiner added. "We believe our significant progress in realigning and refocusing Dana, in combination with the expected upturn in our global markets, bodes well for a solid 2004 and beyond."

Dividend Increased to 12 Cents per Share for the First Quarter

On Feb. 10, Dana's Board of Directors declared a dividend of 12 cents per share for the first quarter, which compares to 6 cents per share for the previous quarter. "For the second consecutive quarter, we are pleased to provide our shareholders with a sizeable dividend increase," Mr. Hiner said. "This action is a clear expression of the Board's confidence in Dana's future and its strong belief that dividends are an important component of the total return that we provide to our shareholders."

Quarterly Conference Call Scheduled Today at 10 a.m.

Dana will discuss its fourth-quarter and full-year results in a conference call at 10 a.m. (EDT) today. The call may be accessed via Dana's web site ( www.dana.com ), where it will be accompanied by a 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. today. To access this recording, please dial (800) 537-8823. A webcast replay of the call will be available after 3 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 vehicle manufacturers and their related aftermarkets. The company's continuing operations employ approximately 45,000 people worldwide and reported 2003 sales of $7.9 billion. Founded in 1904 and based in Toledo, Ohio, Dana operates hundreds of technology, manufacturing, and customer service facilities in 30 countries.

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 contemplated divestiture of the Automotive Aftermarket business unit; 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
        Condensed Statement of Income (Unaudited)
        (in millions, except per share amounts)

                                              Three Months Ended December 31
                                                   2003               2002

        Net sales                                 $2,050             $1,790
        Revenue from lease financing
          and other income                            36                 19
                                                   2,086              1,809

        Costs and expenses
          Cost of sales                            1,870              1,638
          Selling, general and
           administrative expenses                   128                141
          Restructuring charges                        5                 68
          Interest expense                            52                 62
                                                   2,055              1,909

        Income (loss) before income taxes             31               (100)
        Income tax benefit                            15                 85
        Minority interest                             (3)                (2)
        Equity in earnings
          of affiliates                               13                 16

         Income (loss) from continuing
          operations                                  56                 (1)

         Income (loss) from
          discontinued operations                     12                 (8)

         Net income (loss)                           $68                $(9)

        Basic earnings (loss) per share
          Income (loss) from
           continuing operations                   $0.37             $(0.01)
          Income (loss) from
           discontinued operations                  0.08              (0.05)
          Net income (loss)                        $0.45             $(0.06)

        Diluted earnings (loss) per share
          Income (loss) from
           continuing operations                   $0.37             $(0.01)
          Income (loss) from
           discontinued operations                  0.08              (0.05)
          Net income (loss)                        $0.45             $(0.06)

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

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

                                                    Year Ended December 31
                                                   2003               2002

        Net sales                                 $7,918             $7,501
        Revenue from lease financing
          and other income                           149                188
                                                   8,067              7,689

        Costs and expenses
          Cost of sales                            7,245              6,804
          Selling, general and
           administrative expenses                   520                582
          Restructuring charges                                         158
          Interest expense                           221                259
                                                   7,986              7,803

        Income (loss) before income
         taxes                                        81               (114)
        Income tax benefit                            49                 78
        Minority interest                             (7)               (13)
        Equity in earnings
          of affiliates                               52                 55

         Income from continuing operations
          before effect of change in
           accounting                                175                  6

         Income from discontinued
          operations                                  47                 32

         Income before effect of change
           in accounting                             222                 38

         Effect of change in
          accounting                                                   (220)

         Net income (loss)                          $222              $(182)

        Basic earnings (loss) per share
          Income from continuing operations
           before effect of change in
           accounting                              $1.17              $0.04
          Income from discontinued
           operations                               0.32               0.22
          Effect of change in
           accounting                                                 (1.49)
          Net income (loss)                        $1.49             $(1.23)

        Diluted earnings (loss) per share
          Income from continuing operations
           before effect of change in
           accounting                              $1.17              $0.04
          Income from discontinued
           operations                               0.32               0.22
          Effect of change in accounting                              (1.48)
          Net income (loss)                        $1.49             $(1.22)

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

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

                                               December 31       December 31
           Assets                                 2003               2002

           Current assets
              Cash and cash equivalents              $731              $571
              Accounts receivable
                Trade                               1,048             1,348
                Other                                 326               320
              Inventories                             743             1,116
              Discontinued operations               1,254               177
              Other current assets                    431               586

                Total current assets                4,533             4,118

           Investment in leases                       622               827
           Investments and other assets             2,252             2,052
           Property, plant and
            equipment, net                          2,210             2,556

              Total assets                         $9,617            $9,553

           Liabilities and Shareholders'
            Equity

           Current liabilities
              Notes payable                          $493              $287
              Accounts payable                      1,076             1,004
              Discontinued operations                 307                68
              Other current liabilities             1,089             1,465

                Total current liabilities           2,965             2,824

           Long-term debt                           2,605             3,215
           Deferred employee benefits
              and other noncurrent
              liabilities                           1,901             1,925
           Minority interest                           96               107
           Shareholders' equity                     2,050             1,482

              Total liabilities and
                shareholders' equity               $9,617            $9,553

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

                                                       2003        2002

          Net income (loss)                            $68          $(9)
          Depreciation and amortization                100          118
          Asset impairment                               3           69
          Gain on divestitures, asset
           sales and note repurchases                  (18)         (18)
          Working capital decrease                     105           61
          Other                                         (8)         (60)
           Net cash flows - operating activities       250          161

          Purchases of property, plant
           and equipment                               (90)        (125)
          Payments received on leases                    5           (7)
          Net loan repayments from customers             2            2
          Divestitures                                              271
          Asset sales                                   76          282
          Other                                         14           35
           Net cash flows - investing activities         7          458

          Net change in short-term debt               (104)        (274)
          Payments on long-term debt                   (47)        (215)
          Dividends paid                                (9)          (1)
          Other                                          1           (3)
           Net cash flows - financing activities      (159)        (493)
          Net change in cash and cash equivalents       98          126
          Net change in cash - discontinued
           operations                                   (3)          (2)
          Cash and cash equivalents - beginning
           of period                                   636          447
          Cash and cash equivalents - end of period   $731         $571

         Dana Corporation
         Condensed Statement of Cash Flows (Unaudited)
         (in millions)
                                                     Year Ended December 31
                                                      2003             2002

          Net income (loss)                           $222            $(182)
          Depreciation and amortization                394              478
          Asset impairment                              21              114
          Change in accounting for
           goodwill                                                     220
          Gain on divestitures, asset
           sales and note repurchases                  (47)             (53)
          Working capital decrease
           (increase)                                 (212)              50
          Other                                        (43)            (106)
            Net cash flows - operating activities      335              521

          Purchases of property, plant
           and equipment                              (305)            (375)
          Payments received on leases                   26               39
          Net loan repayments from customers            14               20
          Acquisitions                                                  (31)
          Divestitures                                 145              506
          Asset sales                                  282              349
          Other                                         47               17
            Net cash flows - investing activities      209              525

          Net change in short-term debt               (113)            (556)
          Proceeds from long-term debt                                  285
          Payments on and repurchases
           of long-term debt                          (272)            (467)
          Dividends paid                               (14)              (6)
          Other                                         17               72
            Net cash flows - financing activities     (382)            (672)
          Net change in cash and cash
           equivalents                                 162              374
          Net change in cash - discontinued
           operations                                   (2)              (2)
          Cash and cash equivalents - beginning
           of period                                   571              199
          Cash and cash equivalents - end of period   $731             $571

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

                                              Three Months Ended December 31
                                                   2003              2002

          Net sales                               $2,050            $1,790
          Other income                                18                12
                                                   2,068             1,802

          Costs and expenses
            Cost of sales                          1,883             1,655
            Selling, general and
              administrative expenses                107               107
            Restructuring charges                      5                68
            Interest expense                          38                42
                                                   2,033             1,872

          Income (loss) before income taxes           35               (70)
          Income tax benefit                           2                45
          Minority interest                           (3)               (2)
          Equity in earnings
           of affiliates                              22                26

          Income (loss) from continuing
           operations                                 56                (1)

          Income (loss) from
           discontinued operations                    12                (8)

          Net income (loss)                          $68               $(9)

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

                                                   Year Ended December 31

                                                   2003              2002

          Net sales                               $7,918            $7,501
          Other income                                91                57
                                                   8,009             7,558

          Costs and expenses
            Cost of sales                          7,293             6,867
            Selling, general and
             administrative expenses                 447               467
            Restructuring charges                                      158
            Interest expense                         160               175
                                                   7,900             7,667

          Income (loss) before income taxes          109              (109)
          Income tax benefit (expense)               (20)               31
          Minority interest                           (7)              (13)
          Equity in earnings
           of affiliates                              93                97
          Income from continuing operations
           before effect of change in
           accounting                                175                 6

          Income from discontinued
           operations                                 47                32

          Income before effect of change
           in accounting                             222                38

          Effect of change in accounting                              (220)

          Net income (loss)                         $222             $(182)

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

                                                December 31      December 31
             Assets                                 2003              2002

             Current assets
                Cash and cash equivalents           $664              $551
                Accounts receivable
                  Trade                            1,048             1,348
                  Other                              300               209
                Inventories                          743             1,116
                Discontinued operations            1,254               177
                Other current assets                 399               539

                  Total current assets             4,408             3,940

             Investments and other assets          2,580             2,375
             Property, plant and
              equipment, net                       2,014             2,253

                Total assets                      $9,002            $8,568

             Liabilities and Shareholders'
              Equity

             Current liabilities
                Notes payable                       $260               $53
                Accounts payable                   1,076             1,004
                Discontinued operations              307                68
                Other current liabilities          1,235             1,487

                  Total current liabilities        2,878             2,612

             Long-term debt                        2,087             2,462
             Deferred employee benefits
                and other noncurrent liabilities   1,893             1,906
             Minority interest                        94               106
             Shareholders' equity                  2,050             1,482

                Total liabilities and
                  shareholders' equity            $9,002            $8,568

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

                                              Three Months Ended December 31
                                                     2003              2002
          Sources
             Net income                               $68               $(9)
             Depreciation                              88                96
             Divestitures and non-
              restructuring asset sales                25               345
             Working capital decrease
              (increase)                              147               294
                                                      328               726

          Uses
             Capital spend                            (86)              (60)
             Dividends                                 (9)               (1)
             Net changes in other accounts             14              (245)
                                                      (81)             (306)

          October 2001 restructuring
           cash impact
             After-tax charges                                           44
             Cash payments                            (44)              (92)
             Proceeds from asset sales                 21                77
                                                      (23)               29

         Cash change in net debt                     $224              $449

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

                                                     Year Ended December 31
                                                     2003              2002
          Sources
             Net income (loss)                       $222             $(182)
             Change in accounting for
              goodwill                                                  220
             Net income before goodwill
              change                                  222                38
             Depreciation                             337               387
             Divestitures and non-
              restructuring asset sales               177               398
             Working capital decrease
              (increase)                              (72)              279
                                                      664             1,102

          Uses
             Capital spend                           (295)             (246)
             Dividends                                (14)               (6)
             Acquisitions                                               (31)
             Net changes in other
              accounts                                 (5)             (190)
                                                     (314)             (473)

          October 2001 restructuring
           cash impact
             After-tax charges                                          163
             Cash payments                           (136)             (200)
             Proceeds from asset sales                 58               100
                                                      (78)               63

         Cash change in net debt                     $272              $692

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

                                        Three Months Ended December 31, 2003

                                           Dana             Elimin-   Dana
                                        with DCC on          ation  Consoli-
                                       Equity Basis  DCC    Entries   dated

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

                                           2,068      34      (16)    2,086

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

                                           2,033      38      (16)    2,055

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

        Income from continuing
         operations                           56      13      (13)       56

        Income from discontinued
         operations                           12                         12

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

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

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

                                            Year Ended December 31, 2003

                                           Dana             Elimin-   Dana
                                        with DCC on          ation  Consoli-
                                       Equity Basis  DCC    Entries   dated

        Net sales                         $7,918   $         $       $7,918
        Other income                          91     134      (76)      149
                                           8,009     134      (76)    8,067

        Costs and expenses
          Cost of sales                    7,293              (48)    7,245
          Selling, general and
            administrative expenses          447     101      (28)      520
          Interest expense                   160      61                221
                                           7,900     162      (76)    7,986

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

        Income from continuing
         operations                          175      61      (61)      175

        Loss from discontinued
         operations                           47                         47

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

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

       Dana Corporation
       Condensed Consolidating Statement of Income (Unaudited)
       (in millions)
                                       Three Months Ended December 31, 2002

                                           Dana             Elimin-   Dana
                                        with DCC on          ation  Consoli-
                                       Equity Basis  DCC    Entries   dated

        Net sales                         $1,790    $        $       $1,790
        Other income                          12      22      (15)       19
                                           1,802      22      (15)    1,809

        Costs and expenses
          Cost of sales                    1,655              (17)    1,638
          Selling, general and
           administrative expenses           107      42       (8)      141
          Restructuring charges               68                         68
          Interest expense                    42      20                 62
                                           1,872      62      (25)    1,909

        Income (loss) before income
         taxes                               (70)    (40)      10      (100)
        Income tax benefit (expense)          45      44       (4)       85
        Minority interest                     (2)                        (2)
        Equity in earnings
         of affiliates                        26       5      (15)       16

        Income (loss) from continuing
         operations                           (1)      9       (9)       (1)

        Loss from discontinued
         operations                           (8)                        (8)

        Net loss                          $   (9)   $  9     $ (9)   $   (9)

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

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

                                           Year Ended December 31, 2002

                                           Dana             Elimin-   Dana
                                        with DCC on          ation  Consoli-
                                       Equity Basis  DCC    Entries   dated

        Net sales                         $7,501    $       $        $7,501
        Other income                          57     241     (110)      188
                                           7,558     241     (110)    7,689

        Costs and expenses
          Cost of sales                    6,867              (63)    6,804
          Selling, general and
           administrative expenses           467     162      (47)      582
          Restructuring charges              158                        158
          Interest expense                   175      84                259
                                           7,667     246     (110)    7,803

        Loss before income taxes            (109)     (5)     -        (114)
        Income tax benefit (expense)          31      47                 78
        Minority interest                    (13)                       (13)
        Equity in earnings
         of affiliates                        97      23      (65)       55

        Income from continuing
         operations                            6      65      (65)        6

        Income from discontinued
         operations                           32                         32

        Income before effect of change
          in accounting                       38      65      (65)       38

        Effect of change in accounting      (220)                      (220)

        Net income (loss)                  $(182)    $65     $(65)    $(182)

            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                Elimin-   Dana
                                     with DCC on             ation  Consoli-
          Assets                    Equity Basis  DCC       Entries   dated

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

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

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

            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
            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
         Condensed Consolidating Balance Sheet (Unaudited)
         (in millions)

                                                 December 31, 2002

                                        Dana                Elimin-   Dana
                                     with DCC on             ation  Consoli-
          Assets                    Equity 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
            Discontinued operations       177                           177
            Other current assets          539       105      (58)       586

              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
            Discontinued operations        68                            68
            Other current
             liabilities                1,487        37      (59)     1,465

              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 (Unaudited)
        (in millions)

                                       Three Months Ended December 31, 2003

                                           Dana             Elimin-   Dana
                                        with DCC on          ation  Consoli-
                                       Equity Basis  DCC    Entries   dated
       Sources
         Net income                          $ 68    $ 13    $(13)    $  68
         Depreciation                          88      12               100
         Asset sales (non-restructuring)       25      42     (12)       55
         Working capital decrease
          (increase)                          147      11      (9)      149
                                              328      78     (34)      372

       Uses
         Capital spend                        (86)     (3)     (1)      (90)
         Dividends                             (9)    (50)     50        (9)
         Net changes in other accounts         14      (8)    (15)       (9)

                                              (81)    (61)     34      (108)

       October 2001 restructuring cash
        impact
         Cash payments                        (44)                      (44)
         Proceeds from asset sales             21                        21

                                              (23)    -       -         (23)
       Cash change in net debt               $224    $ 17   $ -       $ 241

       Analysis of components of increase
        (decrease) in net debt:
         Net change in short-term debt       $(99)   $ (5)  $         $(104)
         Net payments on long-term debt        (8)    (31)              (39)
         Change in cash - continuing
          operations                         (115)                     (115)
         Change in cash - discontinued
          operations                           (2)     19                17

       Cash change in net debt               (224)    (17)    -        (241)
         Non-cash changes in net debt           8      (1)                7

       Total change in net debt             $(216)   $(18)  $ -       $(234)

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

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

                                            Year Ended December 31, 2003

                                           Dana             Elimin-   Dana
                                        with DCC on          ation  Consoli-
                                       Equity Basis  DCC    Entries   dated
       Sources
         Net income                        $ 222     $ 61   $ (61)    $ 222
         Depreciation                        337       57               394
         Divestitures and non-
          restructuring asset sales          177      209     (17)      369
         Working capital decrease
          (increase)                         (72)       3      (7)      (76)
                                             664      330     (85)      909
       Uses
         Capital spend                      (295)     (12)      2      (305)
         Dividends                           (14)     (50)     50       (14)
         Net changes in other accounts        (5)     (19)     33         9
                                            (314)     (81)     85      (310)

       October 2001 restructuring cash
        impact
         Cash payments                      (136)                      (136)
         Proceeds from asset sales            58                         58
                                             (78)     -       -         (78)

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

       Analysis of components of
        increase (decrease) in net debt:
         Net change in short-term debt     $ (12)   $(101)  $         $(113)
         Repurchases of long-term debt      (140)                      (140)
         Proceeds from swap settlement        18                         18
         Net payments on long-term debt      (23)    (101)             (124)
         Change in cash - continuing
          operations                        (113)     (47)             (160)
         Change in cash - discontinued
          operations                          (2)                        (2)

       Cash change in net debt              (272)    (249)    -        (521)
         Non-cash changes in net debt         (9)     (34)              (43)

       Total change in net debt            $(281)   $(283)  $ -       $(564)

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

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

                                        Three Months Ended December 31, 2002

                                           Dana             Elimin-   Dana
                                        with DCC on          ation  Consoli-
                                       Equity Basis  DCC    Entries   dated
       Sources
         Net loss                          $  (9)    $ (9)   $  9     $  (9)
         Depreciation                         96       22               118
         Divestitures and non-
          restructuring asset sales          345      131               476
         Working capital decrease
          (increase)                         294       (1)      1       294
                                             726      143      10       879

       Uses
         Capital spend                       (60)      (5)    (60)     (125)
         Dividends                            (1)                        (1)
         Acquisitions                        -                          -
         Net changes in other accounts      (245)      25      50      (170)
                                            (306)      20     (10)     (296)

       October 2001 restructuring cash
        impact
         After-tax charges                    44                         44
         Cash payments                       (92)                       (92)
         Proceeds from asset sales            77                         77
                                              29      -       -          29

       Cash change in net debt              $449    $ 163   $ -        $612

       Analysis of components of
        increase (decrease) in net debt:
         Net change in short-term debt     $(249)   $ (37)  $         $(286)
         Payments on long term debt          (20)    (180)             (200)
         Change in cash                     (180)      54              (126)

       Cash change in net debt              (449)    (163)    -        (612)
         Non-cash changes in net debt         26      (13)               13

       Total change in net debt            $(423)   $(176)  $ -       $(599)

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

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

                                           Year Ended December 31, 2002

                                           Dana             Elimin-   Dana
                                        with DCC on          ation  Consoli-
                                       Equity Basis  DCC    Entries   dated

       Sources
         Net income (loss)               $ (182)    $ 47   $ (47)    $ (182)
         Change in accounting for
          goodwill                          220                         220

         Net income before goodwill
          change                             38       47     (47)        38
         Depreciation                       387       91                478
         Divestitures and non-
          restructuring asset sales         398      357                755
         Working capital decrease
          (increase)                        279      (15)      8        272

                                          1,102      480     (39)     1,543

       Uses
         Capital spend                     (246)     (60)    (69)      (375)
         Dividends                           (6)                         (6)
         Acquisitions                       (31)                        (31)
         Net changes in other accounts     (190)     (72)    108       (154)
                                           (473)    (132)     39       (566)

       October 2001 restructuring cash
        impact
         After-tax charges                  163                         163
         Cash payments                     (200)                       (200)
         Proceeds from asset sales          100                         100
                                             63      -       -           63

       Cash change in net debt             $692     $348   $ -       $1,040

       Analysis of components of
        increase (decrease) in net
        debt:
         Net change in short-term debt    $(456)   $(100)  $         $ (556)
         Proceeds from long-term debt       250       35                285
         Proceeds from swap termination      72                          72
         Payments on long term debt        (187)    (280)              (467)
         Change in cash                    (371)      (3)              (374)

       Cash change in net debt             (692)    (348)    -       (1,040)
         Non-cash changes in net debt        66      (24)                42

       Total change in net debt           $(626)   $(372)  $ -        $(998)

         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)
                                Q4 - 2003
                              (in millions)

                                                    Inter-
                                                   Segment
                                  External Sales    Sales         EBIT
                                    03      02     03    02    03    02
  Automotive Systems Group        $1,004    $872   $31   $34   $49   $50
  Engine and Fluid Management
   Group                             527     487     9     9    43    24
  Heavy Vehicle Technologies and
   Systems Group                     499     419    17    18    36    16
  Dana Commercial Credit
  Other                               20      12     2   141   (56)  (47)
  Continuing Operations            2,050   1,790    59   202    72    43

  Discontinued Operations                                       19    32
  Unusual Items Excluded from
   Performance Measurement                                      (5)  (88)
  Effect of change in Accounting
  Consolidated                    $2,050  $1,790   $59  $202   $86  $(13)

  North America                   $1,388  $1,279   $23   $24   $80   $67
  Europe                             381     313    21    17    27     5
  South America                      126      82    43    30    23     5
  Asia Pacific                       155     116     1     1    10     7
  Dana Commercial Credit
  Other                                                        (68)  (41)
  Continuing Operations            2,050   1,790    88    72    72    43

  Discontinued Operations                                       19    32
  Unusual Items Excluded from
   Performance Measurement                                      (5)  (88)
  Effect of change in Accounting
  Consolidated                    $2,050  $1,790   $88   $72   $86  $(13)
  Information for Discontinued
   Operations                        473     617     3     5

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

  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

                              Investor Relations
                               Dana Corporation
                 Quarterly Financial Information (Unaudited)
                                  Q4 - 2003
                                (in millions)

                                  Operating PAT  Net Profit    Net Assets
                                   03       02    03    02     03      02
  Automotive Systems Group         $39      $41   $17   $21  $1,931  $1,743
  Engine and Fluid Management
   Group                            27       15    16     4   1,096   1,051
  Heavy Vehicle Technologies and
   Systems Group                    22       10     9    (1)    610     629
  Dana Commercial Credit             4        3     4     3     291     271
  Other                            (44)     (50)    2    (8)     13     (43)
  Continuing Operations             48       19    48    19   3,941   3,651

  Discontinued Operations           14       13    14    13
  Unusual Items Excluded from
   Performance Measurement           6      (41)    6   (41)
  Effect of change in Accounting
  Consolidated                     $68      $(9)  $68   $(9) $3,941  $3,651

  North America                    $47      $43   $14   $16  $2,187  $2,185
  Europe                            23       11    14     4   1,137     984
  South America                     14        3    11     1     284     255
  Asia Pacific                       7        5     2     2     159     149
  Dana Commercial Credit             4        3     4     3     291     271
  Other                            (47)     (46)    3    (7)   (117)   (193)
  Continuing Operations             48       19    48    19   3,941   3,651

  Discontinued Operations           14       13    14    13
  Unusual Items Excluded from
   Performance Measurement           6      (41)    6   (41)
  Effect of change in Accounting
  Consolidated                     $68      $(9)  $68   $(9) $3,941  $3,651
  Information for Discontinued
   Operations                                                   913     961

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

  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

                              Investor Relations
                               Dana Corporation
                 Quarterly Financial Information (Unaudited)
                  For Twelve Months Ended December 31, 2003
                                (in millions)

                                                 Inter-
                                                Segment
                               External Sales    Sales           EBIT
                                 03      02     03    02    03    02
  Automotive Systems Group     $3,777  $3,526  $126  $103  $204  $203
  Engine and Fluid Management
   Group                        2,150   2,119    35    38   134   112
  Heavy Vehicle Technologies
   and Systems Group            1,924   1,797    75    92   130   102
  Dana Commercial Credit
  Other                            67      59     6   638  (220) (198)
  Continuing Operations         7,918   7,501   242   871   248   219

  Discontinued Operations                                    90   157
  Unusual Items Excluded from
   Performance Measurement                                   (1) (246)
  Effect of change in
   Accounting
  Consolidated                 $7,918  $7,501  $242  $871  $337  $130

  North America                $5,473  $5,516   $88   $96  $245  $300
  Europe                        1,455   1,233    81    72   106    49
  South America                   441     361   165   156    70    52
  Asia Pacific                    549     391     3     2    47    19
  Dana Commercial Credit
  Other                                                    (220) (201)
  Continuing Operations         7,918   7,501   337   326   248   219

  Discontinued Operations                                    90   157
  Unusual Items Excluded from
       Performance Measurement                               (1) (246)
  Effect of change in
   Accounting
  Consolidated                 $7,918  $7,501  $337  $326  $337  $130
  Information for Discontinued
   Operations                   2,153   2,782    14    47

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

  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

                              Investor Relations
                               Dana Corporation
                 Quarterly Financial Information (Unaudited)
                  For Twelve Months Ended December 31, 2003
                                (in millions)

                                Operating PAT   Net Profit     Net Assets
                                 03       02     03    02      03      02
  Automotive Systems Group      $155      $157   $71    $74  $1,931  $1,743
  Engine and Fluid Management
   Group                          87        73    40     25   1,096   1,051
  Heavy Vehicle Technologies
   and Systems Group              79        63    27     14     610     629
  Dana Commercial Credit          21        26    21     26     291     271
  Other                         (211)     (236)  (28)   (56)     13     (43)
  Continuing Operations          131        83   131     83   3,941   3,651

  Discontinued Operations         52        88    52     88
  Unusual Items Excluded from
   Performance Measurement        39      (133)   39   (133)
  Effect of change in
   Accounting                             (220)        (220)
  Consolidated                  $222     $(182) $222  $(182) $3,941  $3,651

  North America                 $155      $188   $35    $63  $2,187  $2,185
  Europe                          84        50    50     21   1,137     984
  South America                   43        32    33     24     284     255
  Asia Pacific                    30        13    15      1     159     149
  Dana Commercial Credit          21        26    21     26     291     271
  Other                         (202)     (226)  (23)   (52)   (117)   (193)
  Continuing Operations          131        83   131     83   3,941   3,651

  Discontinued Operations         52        88    52     88
  Unusual Items Excluded from
   Performance Measurement        39      (133)   39   (133)
  Effect of change in
   Accounting                             (220)        (220)
  Consolidated                  $222     $(182) $222  $(182) $3,941  $3,651
  Information for Discontinued
   Operations                                                   913     961

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

  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
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