8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 24, 2003

DANA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

VIRGINIA

(State or Other Jurisdiction of Incorporation)

1-1063	34-4361040
(Commission File Number)	(IRS Employer Identification Number)

4500 DORR STREET, TOLEDO, OHIO, 43615

(Address of Principal Executive Offices, Including Zip Code)

(419) 535-4500

(Registrant’s Telephone Number, Including Area Code)

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

99.1	Slide Presentation for October 24, 2003 Conference Call
99.2	Press Release of Dana Corporation.

ITEM 9. REGULATION FD DISCLOSURE.

This Current Report on Form 8-K and the attached exhibits are being furnished by Dana Corporation (Dana) pursuant to (i) Item 9 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and (ii) Item 12 of Form 8-K, insofar as they disclose historical information regarding Dana’s results of operations and financial condition for the fiscal quarter and the nine months ended September 30, 2003.

During a conference call scheduled to be held at 10:00 a.m. EDT on October 24, 2003, Dana’s Acting President and Chief Operating Officer, William Carroll, and Chief Financial Officer, Robert Richter, intend to present the slide presentation that is furnished as Exhibit 99.1 to this Current Report.

Certain slides in this presentation include financial measures which are not presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP). These include slides 7 through 12, 15 and 27, which contain non-GAAP financial measures due to the inclusion of Dana Credit Corporation (DCC) on an equity basis. In accordance with Instruction 2 to Item 12 of Form 8-K, the presentation also includes, on slides 28 through 33, a quantitative reconciliation of the differences between the non-GAAP financial measures disclosed and the most directly comparable financial measures calculated and presented in accordance with GAAP. Item 12 below and Dana’s earnings release in the attached Exhibit 99.2 also contain information about the reconciliation of these non-GAAP financial measures to comparable GAAP financial measures and an explanation of why management believes the non-GAAP financial measures provide useful information to investors.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On October 24, 2003, Dana issued a news release regarding its earnings for the fiscal quarter and nine months ended September 30, 2003. A copy of that release is furnished as Exhibit 99.2 to this Current Report.

The earnings release includes tables showing: (i) Dana Corporation (Including Dana Credit Corporation on an Equity Basis), Condensed Statement of Income (Unaudited) — Three Months Ended September 30, 2003 and 2002 and Nine Months Ended September 30, 2003 and 2002; (ii) Dana Corporation (Including Dana Credit Corporation on an Equity Basis), Condensed Balance Sheet (Unaudited) — September 30, 2003 and December 31, 2002; and (iii) Dana Corporation (Including Dana Credit Corporation on an Equity Basis), Cash Flow Impact on Net Debt — Three Months Ended September 30, 2003 and 2002 and Nine Months Ended September 30, 2003 and 2002. As Generally Accepted Accounting Principles (GAAP) require Dana Credit Corporation (DCC) to be included on a consolidated basis, these tables including DCC on an equity basis contain non-GAAP financial measures. In accordance with Instruction 2 to Item 12 of Form 8-K, the earnings release also includes, for each of these tables: (i) a presentation of the most directly comparable financial measures calculated and presented in accordance with GAAP and (ii) a quantitative reconciliation of the differences between the non-GAAP financial measures disclosed and the most directly comparable GAAP financial measures. Management believes that the presentation of the non-GAAP financial measures provides useful information to investors regarding Dana’s results of operations and financial condition because management evaluates Dana’s operating segments and regions as if DCC were accounted for on the equity method of accounting. This is done because DCC is not homogenous with Dana’s manufacturing operations, its financing activities do not support the sales of the other operating segments and its financial and performance measures are inconsistent with those of the other operating segments.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the information in this Current Report, including the attached exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Dana Corporation (Registrant)
Date:	October 24, 2003	By:	/s/    Michael L. DeBacker
		Name:	Michael L. DeBacker
		Title:	Vice President, General Counsel and Secretary

-3-

EXHIBIT INDEX

99.1	Slide Presentation for October 24, 2003 Conference Call.
99.2	Press Release of Dana Corporation.

-4-

EX-99.1

Dana Corporation
3rd Quarter Conference Call

October 24, 2003

Exhibit 99.1

Forward-Looking Statements

Statements herein about our forecasts, beliefs, and expectations constitute
“forward-looking” statements within the meaning of the Private Securities
Litigation Reform Act of 1995.  These statements are 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 we anticipate or project due to a number of factors.  These
factors include the impact of 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;
the performance of the global aftermarket sector; 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 impact of our collective bargaining
negotiations and those of our customers in the North American light vehicle
sector; the continued success of our cost reduction and cash management
programs and our long-term transformation strategy; and costs associated
with ArvinMeritor’s tender offer for our common stock.  Additional factors are
contained in our public filings with the SEC.  We do not undertake to update
any forward-looking statements contained herein.

© Dana Corporation, 2003

Agenda

Operational Review

Third-Quarter Performance

Increased Dividend

Future Outlook  

Wrap-Up

Q & A Session

Sales

Financial Summary

Q3 -2003

$ 0.02  

$   2.4 billion

$   2.4 billion

Net Income

$    61 million

$      4 million

Earnings Per Share

$ 0.41

Q3 -2002

Segment Comparison – 3rd Qtr

Sales

OPAT

2003

2003

2002

2002

Chg.

Chg.

%

%

%

%

%

N/M

N/M

N/M: Not Meaningful

N/M

$

$

$

$

$

$

$

$

$

$

$

$4

Automotive

928

859

8

35

28

25

Aftermarket

574

562

2

26

26

0

Engine & Fluid

482

498

(3)

18

18

0

Heavy Vehicle

488

494

(1)

23

20

15

DCC

6

7

(14)

Other

(62)

(57)

9

(65)

(61)

7

Results from Cont.

Operations

2,410

2,356

2

43

38

13

Discontinued Ops.

6

Unusual Items

18

(40)

Total

2,410

2,356

2

61

Projected Net Incremental Business
($ Millions)

SBU

2004

2003

2006

2005

2007

ASG

AAG

EFMG

HVTSG

TOTAL

195

20

85

195

495

545

  30

125

190

890

720

  35

170

175

1,100

685

  35

215

240

1,175

635

35

235

250

1,155

Prior Qtr.

905

495

1,230

1,100

1,270

Estimates based on Dana’s review of the projected production schedules of our customers

($ Millions)

2003

2002

Income Statement
With DCC on an Equity Basis

2003

2002

YTD

Third Quarter

Net sales

2,410

$

2,356

$

7,393

$

7,253

$

Other income

33

20

71

47

2,443

2,376

7,464

7,300

Cost of sales

2,176

2,118

6,658

6,457

SG&A expense

156

174

529

558

Restructuring

34

122

Interest expense

40

42

123

131

2,372

2,368

7,310

7,268

Income before taxes

71

8

154

32

Income taxes

(25)

(12)

(58)

(46)

Minority interest

(2)

(4)

(6)

(13)

Equity in affiliate earnings

17

7

72

71

Discontinued operations

5

(8)

3

Accounting change effect

(220)

Net income (loss)

61

4

154

(173)

$

$

$

$

Cash Flow StatementWith DCC on an Equity Basis

2003

2002

YTD

($ Millions)

Sources

Net income (loss)

154

(173)

$

Accounting change effect

220

Depreciation

249

291

Asset sales

7

12

Divestitures

145

41

Working capital increase

(219)

(15)

336

376

Uses

Capital spend

(209)

(186)

Dividends

(5)

(5)

Acquisitions

(31)

Net change in other accounts

(19)

55

(233)

(167)

Restructuring plan

After-tax charges

119

Cash payments

(92)

(108)

Proceeds from asset sales

37

23

(55)

34

Cash decrease in net debt

48

243

$

$

$

Working Capital Comparison
With DCC on an Equity Basis

($ Millions)

2003

2002

YTD

Increase through Sept. 30

(219)

(15)

Q1 2002 tax refund

-

(152)

Adjusted increase through Sept. 30

(219)

(167)

Capital Structure
With DCC on an Equity Basis

12/31/02

Operations

9/30/03

Other

($ Millions)

Short-term debt

53

52

254

359

Long-term debt

2,462

(102)

(270)

2,090

Borrowings

2,515

(50)

(16)

2,449

Cash

551

(2)

1

550

Net debt

1,964

(48)

(17)

1,899

Equity

1,482

150

218

1,850

Net debt/capital

57.0%

50.7%

$

$

$

$

$

$

$

$

$

$

$

$

September 30, 2003 Debt Portfolio
With DCC on an Equity Basis

Maturities do not  reflect swap valuation adjustments

23

262

100

CommittedDrawnAvailable

September 30, 2003 Liquidity
With DCC on an Equity Basis

5-year bank facility

$400

$

-

$

400

Accts receivable program

400

100

300

Total short-term 
 committed facilities

$800

$ 100

$

700

Plus: Cash

550

Total

$1,250

12/01 Total Portfolio Assets - $2,200

DCC Portfolio Analysis
($ Millions)

Value-Added Services

Retained

Real Estate

Capital Markets

9/03 Total Portfolio Assets - $1,420

Net of certain non-recourse debt

2003 Full-Year Guidance

Net Income

In

Millions

January

$180-200

February

$   185-205

April

$   195-215

$ 1.41-1.48

October

$   210-220

($ Millions, except per-share amounts)

Date
Provided

EPS

$ 1.21-1.34

$ 1.24-1.38

$ 1.31-1.44

2003 Cash Projection
With DCC on an Equity Basis

($ Millions)

Sources:

Net income

210

Depreciation

330

Working capital

150

Divestiture proceeds

145

835

Less:

Capital spend

(315)

Dividends

(15)

505

Cash payments for restructuring

$

$

$

$

100-130

Net Income$300 Million

EPS                                $2.00

Re-affirming 2004 Guidance

Dana Consolidated
Return On Invested Capital(ROIC)(Last 12 Months Total Income/ 5-Quarter Rolling Average Invested Capital)

Return excludes unusual items.  Invested capital reflects DCC on an equity basis.

A Word on ArvinMeritor

Greater Shareholder Value Created Under Dana’s Strategic Plan

Offer is inadequate

Offer is opportunistic

Macro environment improving every month

Our business momentum is substantial and
accelerating

Reflected in earnings and dividend increase

Offer is highly conditional

No announced progress on financing

Serious antitrust concerns: FTC has issued a
“second request”

Market Reaction Since July 7, 2003

07/07/03

10/23/03

S&P Auto Parts Index                  ArvinMeritor

ARM: -20%

S&P Auto Parts: +14%

Performance Flywheel

Core
Content

Capital

Efficiency

Innovation

ROIC

Gross Margin

Customer

Shareholder
Value

Shareholder
Value

Shareholder
Value

Shareholder
Value

Increased Dividend Declared

Dividend of 6 cents per share payable
Dec. 15, 2003 announced on October 21

Confidence in company’s performance
and direction

Continued success in executing restructuring plan

Approaching what could be considered
“investment-grade” performance

Expectation of continued improvement in earnings
and cash flow

Dividends are an important component of total return to shareholders

2004 Outlook

Improved top-line
performance

Heavy duty volumes

New business wins

Bottom-line and cash flow
improvements

Restructuring complete

Substantial operating
leverage

Leverage off of start-up
costs incurred in 2003

Long-Term Objectives

Key Drivers in 2004 Earnings

Annual top-line growth

6% to 7%

Continued margin
improvement

Balance sheet

Return to investment
grade credit rating

Net Income guidance of $300 million (~ $2.00 per share) for 2004

In Summary …

Strong third-quarter results

Earnings significantly improved over 2002

2003 full-year net income forecast raised
to range of  $210 to $220 million

Net debt-to-capital ratio reduced to 50.7%

Increased fourth-quarter dividend to
6 cents per share

Reaffirming 2004 EPS guidance of $2.00

We are far from finished

Quickening the pace

Eliminating waste

Committed to growing our company

Questions?

Final Thoughts

Third-quarter earnings significantly
improved over 2002

2003 full-year net income forecast raised
to range of  $210 to $220 million

Net debt-to-capital ratio reduced to 50.7%

Increased fourth-quarter dividend to
6 cents per share

Reaffirming 2004 EPS guidance of $2.00

Supplemental Data  
Details of Restructuring Charges & Credits by SBU

Nine Months Ended September 30, 2003

Three Months Ended September 30, 2003

Restructuring

Restructuring

Reversals of

Disposition

Provisions

Accruals

Gain (Loss)

Automotive

3

-

-

Aftermarket

5

-

-

Engine & Fluid

1

1

-

Heavy Vehicle

6

16

1

Other

3

-

-

18

17

1

Restructuring

Restructuring

Reversals of

Disposition

Provisions

Accruals

Gain (Loss)

Automotive

10

9

1

Aftermarket

6

-

-

Engine & Fluid

4

1

1

Heavy Vehicle

7

17

2

Other

3

-

-

30

27

4

$

$

$

$

$

$

$

$

$

$

$

$

2003

2002

2003

2002

YTD

Third Quarter

Supplemental Data  
Change in Working Capital - DCC on an Equity Basis

($Millions)

Balance at beginning of period

1,101

1,091

830

1,116

Cash from operations:

Incr (decr) in accts rec.

(21)

(98)

203

298

Incr (decr) in inventory

12

52

(10)

17

Incr (decr) in other assets

(11)

(3)

33

13

Decr (incr) in curr liabs

17

88

(7)

(313)

Net from operations

(3)

39

219

15

Restructuring

28

(10)

92

(11)

Divestitures

6

(71)

Exchange & other non-cash

(49)

(29)

7

(23)

Balance at end of period

1,077

1,097

1,077

1,097

$

$

$

$

$

$

$

$

Dana w/DCC
on Equity Basis

December 31, 2002

Capital Structure

DCC

Elimination
Entries

Dana
Consolidated

Debt

53

2,462

2,515

551

1,964

1,482

57.0

234

753

987

20

967

271

78.1

-

-

-

-

-

287

3,215

3,502

571

2,931

1,482

66.4

Short-term debt

Long-term debt

Borrowings

Cash

Net debt

Equity

Net debt/capital

(271)

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.

($ in Millions)

Dana w/DCC
on Equity Basis

September 30, 2003

Capital Structure

DCC

Elimination
Entries

Dana
Consolidated

Debt

359

2,090

2,449

550

1,899

1,850

50.7

225

563

788

86

702

323

68.5

-

-

-

-

-

(323)

584

2,653

3,237

636

2,601

1,850

58.4

Short-term debt

Long-term debt

Borrowings

Cash

Net debt

Equity

Net debt/capital

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.

($ in Millions)

Dana w/DCC
on Equity Basis

Three Months Ended September 30, 2003

Change in Working Capital

DCC

Elimination
Entries

Dana
Consolidated

1,101

(21)

12

(11)

17

(3)

190

3

-

(8)

9

4

-

4

-

-

-

4

1,291

(14)

12

(19)

26

5

Balance at beginning of period

Cash from operations:

Increase (decrease) in receivables

Increase (decrease) in inventory

Net from operations

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.

Increase (decrease) in other assets

Decrease (increase) in current liabilities

Restructuring

Divestitures

Exchange and other non-cash

Balance at end of period

28

-

(49)

1,077

-

-

(2)

192

-

-

(4)

-

28

-

(55)

1,269

($ in Millions)

Dana w/DCC
on Equity Basis

Nine Months Ended September 30, 2003

Change in Working Capital

DCC

Elimination
Entries

Dana
Consolidated

830

203

(10)

33

(7)

219

179

(104)

-

106

6

8

1

-

-

-

(2)

(2)

1,010

99

(10)

139

(3)

225

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.

92

(71)

7

1,077

-

-

5

192

-

-

1

-

92

(71)

13

1,269

($ in Millions)

Balance at beginning of period

Cash from operations:

Increase (decrease) in receivables

Increase (decrease) in inventory

Net from operations

Increase (decrease) in other assets

Decrease (increase) in current liabilities

Restructuring

Divestitures

Exchange and other non-cash

Balance at end of period

Dana w/DCC
on Equity Basis

Three Months Ended September 30, 2002

Change in Working Capital

DCC

Elimination
Entries

Dana
Consolidated

1,091

(98)

52

(3)

88

39

106

1

-

(4)

5

2

1

4

-

-

-

4

1,198

(93)

52

(7)

93

45

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.

(10)

6

(29)

1,097

-

-

12

120

-

-

(12)

(7)

(10)

6

(29)

1,210

($ in Millions)

Balance at beginning of period

Cash from operations:

Increase (decrease) in receivables

Increase (decrease) in inventory

Net from operations

Increase (decrease) in other assets

Decrease (increase) in current liabilities

Restructuring

Divestitures

Exchange and other non-cash

Balance at end of period

Dana w/DCC
on Equity Basis

Nine Months Ended September 30, 2002

Change in Working Capital

DCC

Elimination
Entries

Dana
Consolidated

1,116

298

17

13

(313)

15

109

(18)

-

22

10

14

4

(7)

-

-

-

(7)

1,229

273

17

35

(303)

22

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.

(11)

-

(23)

1,097

-

-

(3)

120

-

-

(4)

(7)

(11)

-

(30)

1,210

($ in Millions)

Balance at beginning of period

Cash from operations:

Increase (decrease) in receivables

Increase (decrease) in inventory

Net from operations

Increase (decrease) in other assets

Decrease (increase) in current liabilities

Restructuring

Divestitures

Exchange and other non-cash

Balance at end of period

EX-99.2

Exhibit 99.2

Contact: Michelle Hards

(419) 535-4636

michelle.hards@dana.com

DANA CORPORATION REPORTS

STRONGER THIRD-QUARTER EARNINGS

• Third-quarter earnings significantly improved over 2002

• Full-year net income forecast raised to range of $210 to $220 million

• Net debt-to-capital ratio reduced to below 51 percent

• Fourth-quarter dividend increased to 6 cents per share

TOLEDO, Ohio, October 24, 2003 — Dana Corporation (NYSE: DCN) today announced third-quarter net income totaling $61 million, or 41 cents per share, on sales of $2.4 billion. These results are a significant improvement over net income of $4 million, or 2 cents per share, on sales of $2.4 billion during the same period last year.

Third-quarter 2003 net income of $61 million included $9 million in after-tax gains from the continued reduction of Dana Credit Corporation (DCC) assets, and $9 million in after-tax gains from early retirement of debt. Excluding these items, quarterly net income totaled $43 million, or 29 cents per share. Third-quarter 2002 reported net income of $4 million included $40 million in after-tax charges associated with the company’s restructuring plan and $6 million of after-tax income from divested businesses classified as “discontinued operations.” Excluding these items, third-quarter 2002 net income totaled $38 million, or 26 cents per share.

“The plan we initiated two years ago is now yielding results, achieving or surpassing every goal associated with it,” said Bill Carroll, Dana’s Acting President and Chief Operating Officer. “Our performance, evident in today’s reported results, continues to validate our strategic course. We’re doing what we said we’d do. We are delivering world-class support to our customers, our margins are improving, we are paying down debt, and we are increasing the dividend payout to our shareholders.”

Looking ahead to 2004, Mr. Carroll noted that, “We expect that the costs associated with our seven concurrent product launches will be largely behind us, and that we will begin to deliver full returns on these programs. Coupled with a steadily improving heavy-truck market and stability in the light-truck market, we believe Dana is positioned for further improved performance next year.”

(more)

Nine-Month Results Improved

In the first nine months of 2003, Dana’s net income totaled $154 million, or $1.04 per share, on sales of $7.4 billion. This compares favorably to a loss of $173 million, or $1.16 per share, on sales of $7.3 billion during the first nine months of 2002. Nine-month net income in 2003 included net gains from divestitures and the repurchase of debt, and losses from discontinued operations. Net income in the period 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, as well as restructuring charges, divestiture gains, and income from discontinued operations.

Net Debt-to-Capital Reduced; Asset Reduction Continues at DCC

“During the third quarter, we used a portion of the divestiture proceeds we received earlier this year to repurchase some of our long-term bonds at attractive prices,” said Dana Chief Financial Officer Bob Richter. “We bought back bonds with a face value of $158 million, generating an after-tax gain of $9 million. This helped bring our ratio of net debt-to-capital at Sept. 30, exclusive of DCC, down to 50.7 percent from 57.0 percent at the beginning of the year.

“We also reduced DCC assets by another $70 million during the quarter,” he said. “This brings the total asset reduction since we began the program in October 2001, to $780 million through September 30th, with a cumulative net after-tax gain of $58 million.”

2003 Net Income Forecast Raised; 2004 Guidance Reaffirmed

“We look forward to building on the momentum of all that we have accomplished over the last two years,” Mr. Richter added. “On the strength of the third-quarter results, we are again raising our guidance for 2003 full-year net income to a range of $210 to $220 million and reaffirming our belief that earnings in 2004 will be at least $300 million, which would be just over $2 per share.”

Dividend Increased to 6 Cents per Share for the Fourth Quarter

On Oct. 21, Dana announced that it would raise its dividend to 6 cents per share for the fourth quarter. “We are pleased that our continuing success in executing our restructuring plan has enabled us to provide our shareholders with this dividend increase,” said Glen Hiner, Dana’s Acting Chairman. “We committed to our shareholders that we would revisit our dividend policy as our results approached what could be considered ‘investment grade’ performance. Our confidence that our net debt-to-capital will be below 50 percent by year-end moves us toward that goal. Increasing the dividend at this time is also consistent with our expectation of continued improvement in earnings and cash flow.”

He added, “This action reflects the strong belief of Dana that dividends are an important component of the total return that Dana provides to our shareholders.”

(more)

2

Quarterly Conference Call Scheduled Today at 10 a.m.

Dana will discuss its third-quarter results in a conference call at 10 a.m. (EDT) today. The call may be accessed via Dana’s web site (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. 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 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.

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; the performance of the global aftermarket sector; 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 impact of our collective bargaining negotiations and those of our customers in the North American light vehicle sector; the continued success of our cost reduction and cash management programs and of our long-term transformation strategy for the company; costs associated with the tender offer for our common stock that was commenced on July 9, 2003, by ArvinMeritor, Inc.; 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 contained in this release.

Dana’s shareholders, and its customers, suppliers and employees, are strongly advised to read carefully Dana’s solicitation/recommendation statement regarding ArvinMeritor’s tender offer, because it contains important information. Free copies of the solicitation/recommendation statement and the related amendments, which have been filed by Dana with the Securities and Exchange Commission, are available at the SEC’s web site at www.sec.gov, or at the Dana web site at www.dana.com, and also by directing requests to Dana’s Investor Relations Department or Dana’s information agent, D.F. King & Co., Inc., at 1-800-901-0068.

# # #

3

Dana Corporation

Reconciliation to GAAP Presentation

(in millions, except per share amounts)

	Three Months Ended September 30
	Dollar amounts					Diluted per share amounts
	2003		2002			2003		2002
Operating profit after tax (a)	$	43	$	38		$	0.29	$	0.26
Add items excluded from segment performance measures:
After-tax gains from DCC asset sales		9		—			0.06		—
After-tax gains from early retirement of debt		9		—			0.06
Restructuring charges after-tax		—		(40	)		—		(0.27	)
Income from discontinued operations		—		6			—		0.03
Net income—GAAP basis	$	61	$	4		$	0.41	$	0.02

(a) Operating profit after tax is presented in our Business Segment table as the key internal measure of performance used by management as a measure of segment profitability.

Page 1

Dana Corporation

Condensed Statement of Income (Unaudited)

(in millions, except per share amounts)

	Three Months Ended September 30
	2003			2002
Net sales	$	2,410		$	2,356
Revenue from lease financing and other income		42			44
		2,452			2,400
Costs and expenses
Cost of sales		2,165			2,103
Selling, general and administrative expenses		171			199
Restructuring charges					34
Interest expense		55			63
		2,391			2,399
Income before income taxes		61			1
Income tax expense		(3	)		(5	)
Minority interest		(2	)		(4	)
Equity in earnings of affiliates		5			7
Income (loss) from continuing operations		61			(1	)
Income from discontinued operations		—			5
Net income	$	61		$	4
Basic earnings (loss) per share
Income (loss) from continuing operations	$	0.41		$	(0.01	)
Income from discontinued operations					0.03
Net income	$	0.41		$	0.02
Diluted earnings (loss) per share
Income (loss) from continuing operations	$	0.41		$	(0.01	)
Income from discontinued operations					0.03
Net income	$	0.41		$	0.02
Average shares outstanding—
For Basic EPS		148			148
For Diluted EPS		149			149

Page 2

Dana Corporation

Condensed Statement of Income (Unaudited)

(in millions, except per share amounts)

	Nine Months Ended September 30
	2003			2002
Net sales	$	7,393		$	7,253
Revenue from lease financing and other income		112			172
		7,505			7,425
Costs and expenses
Cost of sales		6,624			6,412
Selling, general and administrative expenses		580			639
Restructuring charges					122
Interest expense		170			195
		7,374			7,368
Income before income taxes		131			57
Income tax expense		(3	)		(40	)
Minority interest		(6	)		(13	)
Equity in earnings of affiliates		40			40
Income from continuing operations before effect of change in accounting		162			44
Income (loss) from discontinued operations		(8	)		3
Income before effect of change in accounting		154			47
Effect of change in accounting					(220	)
Net income (loss)	$	154		$	(173	)
Basic earnings (loss) per share
Income from continuing operations before effect of change in accounting	$	1.10		$	0.30
Income (loss) from discontinued operations		(0.06	)		0.02
Effect of change in accounting					(1.49	)
Net income (loss)	$	1.04		$	(1.17	)
Diluted earnings (loss) per share
Income from continuing operations before effect of change in accounting	$	1.09		$	0.30
Income (loss) from discontinued operations		(0.05	)		0.02
Effect of change in accounting					(1.48	)
Net income (loss)	$	1.04		$	(1.16	)
Average shares outstanding—
For Basic EPS		148			148
For Diluted EPS		149			149

Page 3

Dana Corporation

Condensed Balance Sheet (Unaudited)

(in millions)

	September 30 2003		December 31 2002
Assets
Current assets
Cash and cash equivalents	$	636	$	571
Accounts receivable
Trade		1,496		1,348
Other		313		320
Inventories		1,167		1,116
Other current assets		622		763
Total current assets		4,234		4,118
Property, plant and equipment, net		2,475		2,556
Investment in leases		658		827
Investments and other assets		2,117		2,052
Total assets	$	9,484	$	9,553
Liabilities and Shareholders’ Equity
Current liabilities
Notes payable	$	584	$	287
Accounts payable		1,187		1,004
Other current liabilities		1,142		1,533
Total current liabilities		2,913		2,824
Long-term debt		2,653		3,215
Deferred employee benefits and other noncurrent liabilities		1,968		1,925
Minority interest		100		107
Shareholders’ equity		1,850		1,482
Total liabilities and shareholders’ equity	$	9,484	$	9,553

Page 4

Dana Corporation

Condensed Statement of Cash Flows (Unaudited)

(in millions)

	Three Months Ended September 30
	2003			2002
Net income	$	61		$	4
Depreciation and amortization		92			118
Asset impairment		9			15
Gain on divestitures, asset sales and note repurchases		(7	)		(1	)
Working capital increase		(33	)		(35	)
Other		(5	)		(16	)
Net cash flows—operating activities		117			85
Purchases of property, plant and equipment		(73	)		(85	)
Payments received on leases		5			21
Net loan repayments from customers		1			4
Acquisitions		—			(31	)
Divestitures		—			163
Asset sales		27			8
Other		24			(7	)
Net cash flows—investing activities		(16	)		73
Net change in short-term debt		88			(71	)
Payments on and repurchases of long-term debt		(182	)		(28	)
Dividends paid		(2	)		(2	)
Other		(1	)		72
Net cash flows—financing activities		(97	)		(29	)
Net change in cash and cash equivalents		4			129
Cash and cash equivalents—beginning of period		632			318
Cash and cash equivalents—end of period	$	636		$	447

Page 5

Dana Corporation

Condensed Statement of Cash Flows (Unaudited)

(in millions)

	Nine Months Ended September 30
	2003			2002
Net income (loss)	$	154		$	(173	)
Depreciation and amortization		294			360
Asset impairment		18			45
Change in accounting for goodwill		—			220
Gain on divestitures, asset sales and note repurchases		(29	)		(35	)
Working capital increase		(317	)		(11	)
Other		(35	)		(46	)
Net cash flows—operating activities		85			360
Purchases of property, plant and equipment		(215	)		(250	)
Payments received on leases		21			46
Net loan repayments from customers		12			18
Acquisitions		—			(31	)
Divestitures		145			235
Asset sales		206			67
Other		33			(18	)
Net cash flows—investing activities		202			67
Net change in short-term debt		(9	)		(282	)
Proceeds from long-term debt		—			285
Payments on and repurchases of long-term debt		(225	)		(252	)
Dividends paid		(5	)		(5	)
Other		16			75
Net cash flows—financing activities		(223	)		(179	)
Net change in cash and cash equivalents		64			248
Net change in cash—discontinued operations		1
Cash and cash equivalents—beginning of period		571			199
Cash and cash equivalents—end of period	$	636		$	447

Page 6

Dana Corporation

(Including Dana Credit Corporation on an Equity Basis)

Condensed Statement of Income (Unaudited)

(in millions)

	Three Months Ended September 30
	2003			2002
Net sales	$	2,410		$	2,356
Other income		33			20
		2,443			2,376
Costs and expenses
Cost of sales		2,176			2,118
Selling, general and administrative expenses		156			174
Restructuring charges					34
Interest expense		40			42
		2,372			2,368
Income before income taxes		71			8
Income tax expense		(25	)		(12	)
Minority interest		(2	)		(4	)
Equity in earnings of affiliates		17			7
Income (loss) from continuing operations		61			(1	)
Income from discontinued operations					5
Net income	$	61		$	4

Page 7

Dana Corporation

(Including Dana Credit Corporation on an Equity Basis)

Condensed Statement of Income (Unaudited)

(in millions)

	Nine Months Ended September 30
	2003			2002
Net sales	$	7,393		$	7,253
Other income		71			47
		7,464			7,300
Costs and expenses
Cost of sales		6,658			6,457
Selling, general and administrative expenses		529			558
Restructuring charges					122
Interest expense		123			131
		7,310			7,268
Income before income taxes		154			32
Income tax expense		(58	)		(46	)
Minority interest		(6	)		(13	)
Equity in earnings of affiliates		72			71
Income from continuing operations before effect of change in accounting		162			44
Income (loss) from discontinued operations		(8	)		3
Income before effect of change in accounting		154			47
Effect of change in accounting					(220	)
Net income (loss)	$	154		$	(173	)

Page 8

Dana Corporation

(Including Dana Credit Corporation on an Equity Basis)

Condensed Balance Sheet (Unaudited)

(in millions)

	September 30		December 31
	2003		2002
Assets
Current assets
Cash and cash equivalents	$	550	$	551
Accounts receivable
Trade		1,496		1,348
Other		306		209
Inventories		1,167		1,116
Other current assets		582		716
Total current assets		4,101		3,940
Property, plant and equipment, net		2,235		2,253
Investments and other assets		2,516		2,375
Total assets	$	8,852	$	8,568
Liabilities and Shareholders’ Equity
Current liabilities
Notes payable	$	359	$	53
Accounts payable		1,187		1,004
Other current liabilities		1,287		1,555
Total current liabilities		2,833		2,612
Long-term debt		2,090		2,462
Deferred employee benefits and other noncurrent liabilities		1,980		1,906
Minority interest		99		106
Shareholders’ equity		1,850		1,482
Total liabilities and shareholders’ equity	$	8,852	$	8,568

Page 9

Dana Corporation

(Including Dana Credit Corporation on an Equity Basis)

Cash Flow Impact on Net Debt

(in millions)

	Three Months Ended September 30
	2003			2002
Sources
Net income	$	61		$	4
Depreciation		78			96
Asset sales (non-restructuring)		1			1
Divestitures					31
Working capital decrease (increase)		3			(39	)
		143			93
Uses
Capital spend		(76	)		(52	)
Dividends		(2	)		(2	)
Acquisitions					(31	)
Net changes in other accounts		11			81
		(67	)		(4	)
October 2001 restructuring cash impact
After-tax charges					40
Cash payments		(28	)		(30	)
Proceeds from asset sales					4
		(28	)		14
Cash change in net debt	$	48		$	103

Page 10

Dana Corporation

(Including Dana Credit Corporation on an Equity Basis)

Cash Flow Impact on Net Debt

(in millions)

	Nine Months Ended September 30
	2003			2002
Sources
Net income (loss)	$	154		$	(173	)
Change in accounting for goodwill					220
Net income before goodwill change		154			47
Depreciation		249			291
Asset sales (non-restructuring)		7			12
Divestitures		145			41
Working capital decrease (increase)		(219	)		(15	)
		336			376
Uses
Capital spend		(209	)		(186	)
Dividends		(5	)		(5	)
Acquisitions					(31	)
Net changes in other accounts		(19	)		55
		(233	)		(167	)
October 2001 restructuring cash impact
After-tax charges					119
Cash payments		(92	)		(108	)
Proceeds from asset sales		37			23
		(55	)		34
Cash change in net debt	$	48		$	243

Page 11

Dana Corporation

Condensed Consolidating Statement of Income (Unaudited)

(in millions)

	Three Months Ended September 30, 2003
	Dana with DCC on Equity Basis			DCC			Elimination Entries			Dana Consolidated
Net sales	$	2,410		$			$			$	2,410
Other income		33			27			(18	)		42
		2,443			27			(18	)		2,452
Costs and expenses
Cost of sales		2,176						(11	)		2,165
Selling, general and administrative expenses		156			22			(7	)		171
Interest expense		40			15						55
		2,372			37			(18	)		2,391
Income (loss) before income taxes		71			(10	)		—			61
Income tax benefit (expense)		(25	)		22						(3	)
Minority interest		(2	)								(2	)
Equity in earnings of affiliates		17			5			(17	)		5
Net income	$	61		$	17		$	(17	)	$	61

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

Page 12

Dana Corporation

Condensed Consolidating Statement of Income (Unaudited)

(in millions)

	Nine Months Ended September 30, 2003
	Dana with DCC on Equity Basis			DCC			Elimination Entries			Dana Consolidated
Net sales	$	7,393		$			$			$	7,393
Other income		71			101			(60	)		112
		7,464			101			(60	)		7,505
Costs and expenses
Cost of sales		6,658						(34	)		6,624
Selling, general and administrative expenses		529			77			(26	)		580
Interest expense		123			47						170
		7,310			124			(60	)		7,374
Income (loss) before income taxes		154			(23	)		—			131
Income tax benefit (expense)		(58	)		55						(3	)
Minority interest		(6	)								(6	)
Equity in earnings of affiliates		72			16			(48	)		40
Income from continuing operations		162			48			(48	)		162
Loss from discontinued operations		(8	)								(8	)
Net income	$	154		$	48		$	(48	)	$	154

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

Page 13

Dana Corporation

Condensed Consolidating Statement of Income (Unaudited)

(in millions)

	Three Months Ended September 30, 2002
	Dana with DCC on Equity Basis			DCC			Elimination Entries			Dana Consolidated
Net sales	$	2,356		$			$			$	2,356
Other income		20			55			(31	)		44
		2,376			55			(31	)		2,400
Costs and expenses
Cost of sales		2,118						(15	)		2,103
Selling, general and administrative expenses		174			37			(12	)		199
Restructuring charges		34									34
Interest expense		42			21						63
		2,368			58			(27	)		2,399
Income (loss) before income taxes		8			(3	)		(4	)		1
Income tax benefit (expense)		(12	)		6			1			(5	)
Minority interest		(4	)								(4	)
Equity in earnings of affiliates		7			6			(6	)		7
Income (loss) from continuing operations		(1	)		9			(9	)		(1	)
Income from discontinued operations		5									5
Net income	$	4		$	9		$	(9	)	$	4

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.

Page 14

Dana Corporation

Condensed Consolidating Statement of Income (Unaudited)

(in millions)

	Nine Months Ended September 30, 2002
	Dana with DCC on Equity Basis			DCC		Elimination Entries			Dana Consolidated
Net sales	$	7,253		$		$			$	7,253
Other income		47			220		(95	)		172
		7,300			220		(95	)		7,425
Costs and expenses
Cost of sales		6,457					(45	)		6,412
Selling, general and administrative expenses		558			120		(39	)		639
Restructuring charges		122								122
Interest expense		131			64					195
		7,268			184		(84	)		7,368
Income before income taxes		32			36		(11	)		57
Income tax benefit (expense)		(46	)		3		3			(40	)
Minority interest		(13	)							(13	)
Equity in earnings of affiliates		71			18		(49	)		40
Income from continuing operations		44			57		(57	)		44
Income from discontinued operations		3								3
Income before effect of change in accounting		47			57		(57	)		47
Effect of change in accounting		(220	)							(220	)
Net income (loss)	$	(173	)	$	57	$	(57	)	$	(173	)

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.

Page 15

Dana Corporation

Condensed Consolidating Balance Sheet (Unaudited)

(in millions)

	September 30, 2003
	Dana with DCC on Equity Basis		DCC		Elimination Entries			Dana Consolidated
Assets
Current assets
Cash and cash equivalents	$	550	$	86	$			$	636
Accounts receivable
Trade		1,496							1,496
Other		306		7					313
Inventories		1,167							1,167
Other current assets		582		211		(171	)		622
Total current assets		4,101		304		(171	)		4,234
Property, plant and equipment, net		2,235		16		224			2,475
Investment in leases				882		(224	)		658
Investments and other assets		2,516		520		(919	)		2,117
Total assets	$	8,852	$	1,722	$	(1,090	)	$	9,484
Liabilities and Shareholders’ Equity
Current liabilities
Notes payable	$	359	$	225	$			$	584
Accounts payable		1,187							1,187
Other current liabilities		1,287		26		(171	)		1,142
Total current liabilities		2,833		251		(171	)		2,913
Long-term debt		2,090		563					2,653
Deferred employee benefits and other noncurrent liabilities		1,980		584		(596	)		1,968
Minority interest		99		1					100
Shareholders’ equity		1,850		323		(323	)		1,850
Total liabilities and shareholders’ equity	$	8,852	$	1,722	$	(1,090	)	$	9,484

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.

Page 16

Dana Corporation

Condensed Consolidating Balance Sheet (Unaudited)

(in millions)

	December 31, 2002
	Dana with DCC on Equity Basis		DCC		Elimination Entries			Dana Consolidated
Assets
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.

Page 17

Dana Corporation

Consolidating Cash Flow Impact on Net Debt

(in millions)

	Three Months Ended September 30, 2003
	Dana with DCC on Equity Basis			DCC			Elimination Entries			Dana Consolidated
Sources
Net income	$	61		$	17		$	(17	)	$	61
Depreciation		78			14						92
Asset sales (non-restructuring)		1			30			(4	)		27
Working capital decrease (increase)		3			(4	)		(4	)		(5	)
		143			57			(25	)		175
Uses
Capital spend		(76	)		(1	)		4			(73	)
Dividends		(2	)								(2	)
Net changes in other accounts		11			(4	)		21			28
		(67	)		(5	)		25			(47	)
October 2001 restructuring cash impact
Cash payments		(28	)								(28	)
Proceeds from asset sales											—
		(28	)		—			—			(28	)
Cash change in net debt	$	48		$	52		$	—		$	100
Analysis of components of increase (decrease) in net debt:
Net change in short-term debt	$	92		$			$			$	92
Repurchases of long-term debt		(140	)								(140	)
Payments on long-term debt		3			(52	)					(49	)
Change in cash		(3	)								(3	)
Cash change in net debt		(48	)		(52	)		—			(100	)
Non-cash changes in net debt		(53	)		(1	)					(54	)
Total change in net debt	$	(101	)	$	(53	)	$	—		$	(154	)

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

Page 18

Dana Corporation

Consolidating Cash Flow Impact on Net Debt

(in millions)

	Nine Months Ended September 30, 2003
	Dana with DCC on Equity Basis			DCC			Elimination Entries			Dana Consolidated
Sources
Net income	$	154		$	48		$	(48	)	$	154
Depreciation		249			45						294
Asset sales (non-restructuring)		7			167			(5	)		169
Divestitures		145									145
Working capital decrease (increase)		(219	)		(8	)		2			(225	)
		336			252			(51	)		537
Uses
Capital spend		(209	)		(9	)		3			(215	)
Dividends		(5	)								(5	)
Net changes in other accounts		(19	)		(11	)		48			18
		(233	)		(20	)		51			(202	)
October 2001 restructuring cash impact
Cash payments		(92	)								(92	)
Proceeds from asset sales		37									37
		(55	)		—			—			(55	)
Cash change in net debt	$	48		$	232		$	—		$	280
Analysis of components of increase (decrease) in net debt:
Net change in short-term debt	$	87		$	(96	)	$			$	(9	)
Repurchases of long-term debt		(140	)								(140	)
Proceeds from swap settlement		18									18
Net payments on long-term debt		(15	)		(70	)					(85	)
Change in cash		2			(66	)					(64	)
Cash change in net debt		(48	)		(232	)		—			(280	)
Non-cash changes in net debt		(17	)		(33	)					(50	)
Total change in net debt	$	(65	)	$	(265	)	$	—		$	(330	)

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

Page 19

Dana Corporation

Consolidating Cash Flow Impact on Net Debt

(in millions)

	Three Months Ended September 30, 2002
	Dana with DCC on Equity Basis			DCC			Elimination Entries			Dana Consolidated
Sources
Net income	$	4		$	8		$	(8	)	$	4
Depreciation		96			22						118
Asset sales		1			32			(29	)		4
Divestitures		31			132						163
Working capital increase		(39	)		(2	)		(4	)		(45	)
		93			192			(41	)		244
Uses
Capital spend		(52	)		(53	)		20			(85	)
Dividends		(2	)								(2	)
Acquisitions		(31	)								(31	)
Net changes in other accounts		81			(83	)		21			19
		(4	)		(136	)		41			(99	)
October 2001 restructuring cash impact
After-tax charges		40									40
Cash payments		(30	)								(30	)
Proceeds from asset sales		4									4
		14			—			—			14
Cash change in net debt	$	103		$	56		$	—		$	159
Analysis of components of increase (decrease) in net debt:
Net change in short-term debt	$	(82	)	$	23		$			$	(59	)
Proceeds from long-term debt		—			—						—
Proceeds from swap termination		72									72
Payments on long term debt		(21	)		(22	)					(43	)
Change in cash		(72	)		(57	)					(129	)
Cash change in net debt		(103	)		(56	)		—			(159	)
Non-cash changes in net debt		(11	)		(16	)					(27	)
Total change in net debt	$	(114	)	$	(72	)	$	—		$	(186	)

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.

Page 20

Dana Corporation

Consolidating Cash Flow Impact on Net Debt

(in millions)

	Nine Months Ended September 30, 2002
	Dana with DCC on Equity Basis			DCC			Elimination Entries			Dana Consolidated
Sources
Net income (loss)	$	(173	)	$	56		$	(56	)	$	(173	)
Change in accounting for goodwill		220									220
Net income before goodwill change		47			56			(56	)		47
Depreciation		291			69						360
Asset sales		12			32						44
Divestitures		41			194						235
Working capital increase		(15	)		(14	)		7			(22	)
		376			337			(49	)		664
Uses
Capital spend		(186	)		(55	)		(9	)		(250	)
Dividends		(5	)								(5	)
Acquisitions		(31	)								(31	)
Net changes in other accounts		55			(97	)		58			16
		(167	)		(152	)		49			(270	)
October 2001 restructuring cash impact
After-tax charges		119									119
Cash payments		(108	)								(108	)
Proceeds from asset sales		23									23
		34			—			—			34
Cash change in net debt	$	243		$	185		$	—		$	428
Analysis of components of increase (decrease) in net debt:
Net change in short-term debt	$	(207	)	$	(63	)	$			$	(270	)
Proceeds from long-term debt		250			35						285
Proceeds from swap termination		72									72
Payments on long term debt		(167	)		(100	)					(267	)
Change in cash		(191	)		(57	)					(248	)
Cash change in net debt		(243	)		(185	)		—			(428	)
Non-cash changes in net debt		40			(11	)					29
Total change in net debt	$	(203	)	$	(196	)	$	—		$	(399	)

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.

Page 21

Investor Relations

Dana Corporation

Quarterly Financial Information (Unaudited)

For Nine Months Ended September 30, 2003

(in millions)

	External Sales				Inter-Segment Sales				EBIT						Operating PAT						Net Profit						Net Assets
	03		02		03		02		03			02			03			02			03			02			03			02
Automotive Systems Group	$	2,773	$	2,655	$	95	$	70	$	155		$	153		$	116		$	116		$	52		$	52		$	1,912		$	1,796
Automotive Aftermarket Group		1,656		1,678		10		12		94			134			59			82			14			36			1,005			1,001
Engine and Fluid Management Group		1,494		1,496		71		75		98			95			64			62			31			28			1,030			948
Heavy Vehicle Technologies and Systems Group		1,425		1,378		58		74		93			86			57			53			17			15			635			674
Dana Commercial Credit																18			24			18			24			324			258
Other		45		46		5		10		(185	)		(164	)		(187	)		(197	)		(5	)		(15	)		13			21
Continuing Operations		7,393		7,253		239		241		255			304			127			140			127			140			4,919			4,698
Discontinued Operations										(9	)		(3	)		(6	)		(1	)		(6	)		(1	)
Unusual Items Excluded from Performance Measurement										5			(158	)		33			(92	)		33			(92	)
Effect of change in Accounting																			(220	)					(220	)
Consolidated	$	7,393	$	7,253	$	239	$	241	$	251		$	143		$	154		$	(173	)	$	154		$	(173	)	$	4,919		$	4,698
North America	$	5,300	$	5,500	$	61	$	28	$	261		$	351		$	154		$	217		$	41		$	91		$	3,003		$	2,980
Europe		1,292		1,111		62		53		79			48			61			42			32			15			1,197			1,095
South America		406		367		139		137		58			54			36			33			27			25			338			296
Asia Pacific		395		275		2		1		37			12			24			8			13						179			178
Dana Commercial Credit																18			24			18			24			324			258
Other										(180	)		(161	)		(166	)		(184	)		(4	)		(15	)		(122	)		(109	)
Continuing Operations		7,393		7,253		264		219		255			304			127			140			127			140			4,919			4,698
Discontinued Operations										(9	)		(3	)		(6	)		(1	)		(6	)		(1	)
Unusual Items Excluded from Performance Measurement										5			(158	)		33			(92	)		33			(92	)
Effect of change in Accounting																			(220	)					(220	)
Consolidated	$	7,393	$	7,253	$	264	$	219	$	251		$	143		$	154		$	(173	)	$	154		$	(173	)	$	4,919		$	4,698
Information for Discontinued Operations		155		623		6		50

The differences between the Net Profit (Loss) amounts reported for discontinued operations above and the income (loss) from discontinued operations reported on the condensed statement of income result from the separate reporting of unusual items excluded from performance measurement, which include amounts recorded by our discontinued operations.

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)

Q3 – 2003

(in millions)

	External Sales				Inter- Segment Sales				EBIT						Operating PAT						Net Profit					Net Assets
	03		02		03		02		03			02			03			02			03		02			03			02
Automotive Systems Group	$	895	$	836	$	33	$	23	$	57		$	42		$	35		$	28		$	12	$	9		$	1,912		$	1,796
Automotive Aftermarket Group		571		558		3		5		42			43			26			26			9		12			1,005			1,001
Engine and Fluid Management Group		458		473		24		25		28			28			18			18			7		8			1,030			948
Heavy Vehicle Technologies and Systems Group		471		474		17		20		38			32			23			20			9		7			635			674
Dana Commercial Credit																6			7			6		7			324			258
Other		15		15		2		2		(70	)		(48	)		(65	)		(61	)				(5	)		13			21
Continuing Operations		2,410		2,356		79		75		95			97			43			38			43		38			4,919			4,698
Discontinued Operations													7						6					6
Unusual Items Excluded from Performance Measurement										12			(50	)		18			(40	)		18		(40	)
Consolidated	$	2,410	$	2,356	$	79	$	75	$	107		$	54		$	61		$	4		$	61	$	4		$	4,919		$	4,698
North America	$	1,709	$	1,773	$	19	$	10	$	94		$	96		$	54		$	58		$	15	$	19		$	3,003		$	2,980
Europe		410		361		20		16		28			20			15			13			5		4			1,197			1,095
South America		157		116		48		48		25			23			16			14			12		11			338			296
Asia Pacific		134		106		1		1		13			6			8			4			4		1			179			178
Dana Commercial Credit																6			7			6		7			324			258
Other										(65	)		(48	)		(56	)		(58	)		1		(4	)		(122	)		(109	)
Continuing Operations		2,410		2,356		88		75		95			97			43			38			43		38			4,919			4,698
Discontinued Operations													7						6					6
Unusual Items Excluded from
Performance Measurement										12			(50	)		18			(40	)		18		(40	)
Consolidated	$	2,410	$	2,356	$	88	$	75	$	107		$	54		$	61		$	4		$	61	$	4		$	4,919		$	4,698
Information for Discontinued Operations				210				17

The differences between the Net Profit (Loss) amounts reported for discontinued operations above and the income (loss) from discontinued operations reported on the condensed statement of income result from the separate reporting of unusual items excluded from performance measurement, which include amounts recorded by our discontinued operations.

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