Dana Corporation Reports Increased Earnings

Feb 11, 2004

    TOLEDO, Ohio, Feb. 11 /PRNewswire-FirstCall/ -- Dana Corporation
(NYSE: DCN) 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 ( http://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
    (http://WWW.Dana.Com)

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


                                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
    (http://WWW.Dana.Com)

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


                                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
    (http://WWW.Dana.Com)

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


                                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
    (http://WWW.Dana.Com)

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


SOURCE Dana Corporation

Web Site: http://www.dana.com

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