Dana Corporation Reports Second-Quarter Earnings

Jul 22, 2003

         Announces Conference Call at 8:30 a.m. on Wednesday, July 23

    TOLEDO, Ohio, July 22 /PRNewswire-FirstCall/ -- Dana Corporation
(NYSE: DCN) today announced second-quarter sales of $2.5 billion and net
income of $52 million, or 35 cents per share.  This compares to sales of
$2.6 billion and net income of $52 million during the same period last year.
    (Logo:  http://www.newscom.com/cgi-bin/prnh/19990903/DANA )
    "We entered the quarter knowing that we faced ongoing challenges within
our Automotive Aftermarket Group and start-up costs associated with program
launches in our Structural Solutions group," said Dana Chairman and CEO Joe
Magliochetti.  "Nevertheless, the benefits of the company's restructuring
program helped us exceed consensus earnings estimates for the quarter.
    "During the second quarter, we achieved several important milestones.  The
divestiture of our Engine Management operations was significant as we further
sharpened our focus on our core disciplines," he said.  "We also continued our
strong growth with global vehicle manufacturers by securing strategically
important new light-axle and driveshaft business with Toyota in South Africa."
    Net income for the second quarter of 2003 included a $7.5 million after-
tax gain from the continuing divestiture of assets by Dana Credit Corporation
(DCC).  This gain was partially offset by a $2.5 million additional after-tax
charge associated with the sale of a significant portion of Dana's Engine
Management operations to Standard Motor Products, Inc.
    The company also realized an after-tax profit of approximately $8 million
associated with the sale of its Parish Structural Products (Thailand) Ltd.
operation to AAPICO Hitech Public Co., Ltd.  This amount represents the
recovery of development costs previously expensed during the start-up of an
operation that supported an Isuzu light-truck program in Thailand.

    First-Half Results Improved
    Dana's six-month consolidated sales were $5 billion, up from $4.9 billion
during the same period last year.  Net income was $93 million, or 63 cents per
share, compared to a loss of $177 million, or $1.19 per share, during the
first six months of 2002.  Net income in 2002 reflected a charge of
$220 million, or $1.48 per share, associated with the required adoption of FAS
142 related to accounting for goodwill.
    "Our recent divestitures enabled us to reduce non-DCC debt by more than
$130 million during the quarter," said Dana Chief Financial Officer Bob
Richter.  "This brought our ratio of net debt-to-capital at June 30, exclusive
of DCC, down to 52.8 percent from 57.0 percent at the beginning of the year.
    "The sale of DCC assets also continues to progress well," he added.  "DCC
has reduced its portfolio assets by $160 million so far this year and reduced
its total debt outstanding by more than $145 million.  As a result, DCC now
has cash on hand in excess of its bank debt."

    Looking Ahead: Restructuring, Transformation Actions Pave Way for Further
Progress
    Mr. Magliochetti said that while a limited number of actions remain to be
completed in conjunction with the company's October 2001 restructuring plan,
all of Dana's restructuring costs from the program have been accounted for and
the company expects to realize the full run-rate of its restructuring benefits
by the end of the year.
    "We've made solid progress in reducing costs, and we've generated
significant cash to reduce debt," he said.  "As we put our restructuring
behind us and shift our full focus to transforming Dana, we expect to realize
even greater benefits from our sharpened customer focus, reduced cost
structure, and technology-driven growth opportunities.
    "Our recent success in securing new business with customers such as BMW,
Ford, Nissan, and Toyota, to name but a few, reflects our commitment to
technological leadership and underscores the progress we're making," he added.
    "We look forward to building on the momentum of these achievements.  We
remain firmly on track to achieve our projected full-year earnings of
$195 million to $215 million in 2003, and expect that earnings in 2004 will be
at least $300 million, or $2 per share," Mr. Magliochetti said.

    Quarterly Conference Call Scheduled for 8:30 a.m. Tomorrow
    Dana will discuss its second-quarter results and its response to the
ArvinMeritor tender offer in a conference call at 8:30 a.m. (EDT) tomorrow.
The call may be accessed via Dana's web site (http://www.dana.com), where it will be
accompanied by a brief slide presentation, or by dialing (800) 275-3210.
Please dial into the conference five minutes prior to the call.  An audio
recording of this conference call will be available after 1 p.m. tomorrow.  To
access this recording, please dial (800) 537-8823.  A webcast replay of the
call will also be available at 1 p.m. tomorrow and will be accessible via the
Dana web site.
    Dana Corporation is a global leader in the design, engineering, and
manufacture of value-added products and systems for automotive, commercial,
and off-highway vehicle manufacturers and their related aftermarkets.  The
company employs approximately 60,000 people worldwide.  Founded in 1904 and
based in Toledo, Ohio, Dana operates hundreds of technology, manufacturing,
and customer service facilities in 30 countries.  The company reported 2002
sales of $9.5 billion.
    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 which 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 Corporation
          Condensed Statement of Income (Unaudited)
          (in millions, except per share amounts)

                                                   Three Months Ended June 30
                                                     2003               2002

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

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

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

           Income from continuing
            operations                                  55                 58

           Loss from discontinued
            operations                                  (3)                (6)

           Net income                                  $52                $52

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

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

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


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

                                                     Six Months Ended June 30
                                                     2003               2002

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

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

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

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

           Loss from discontinued
            operations                                  (8)                (2)

           Income before effect of
            change in accounting                        93                 43

           Effect of change in
            accounting                                                   (220)

           Net income (loss)                           $93              $(177)

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

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

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


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

                                                    June 30        December 31
             Assets                                   2003              2002

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

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

             Liabilities and Shareholders'
              Equity

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

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

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


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

                                                                   2003  2002

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

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

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


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

                                                                  2003  2002

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

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

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


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

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

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

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

            Income from continuing
             operations                                 55                58

            Loss from discontinued
             operations                                 (3)               (6)

            Net income                                 $52               $52


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

                                                    Six Months Ended June 30
                                                     2003              2002

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

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

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

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

            Loss from discontinued
             operations                                 (8)               (2)

            Income before effect of
             change in accounting                       93                43

            Effect of change in
             accounting                                                 (220)

            Net income (loss)                          $93             $(177)


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

                                                    June 30        December 31
               Assets                                 2003              2002

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

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

               Liabilities and
                Shareholders' Equity

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

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

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


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

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

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

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

           Cash change in net debt                     $166              $148


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

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

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

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

           Cash change in net debt                      $ -              $140


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

                                           Three Months Ended June 30, 2003

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


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

                                           2,566      36      (21)    2,581

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

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

          Income from continuing
           operations                         55      15      (15)       55

          Loss from discontinued
           operations                         (3)                        (3)

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

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


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

                                            Six Months Ended June 30, 2003

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

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

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

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

          Income from continuing
           operations                        101      31      (31)      101

          Loss from discontinued
           operations                         (8)                        (8)

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


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


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

                                           Three Months Ended June 30, 2002

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

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

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

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

          Income from continuing
           operations                         58      38      (38)       58

          Loss from discontinued
           operations                         (6)                        (6)

          Net income                         $52     $38     $(38)      $52

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


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

                                           Six Months Ended June 30, 2002

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

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

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

                                           4,900     126      (57)    4,969

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

          Income from continuing
           operations                         45      48      (48)       45

          Loss from discontinued
           operations                         (2)                        (2)

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

          Effect of change in accounting    (220)                      (220)

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

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


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

                                                  June 30, 2003

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

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

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

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

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

            Liabilities and
             Shareholders' Equity

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

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

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

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

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


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

                                                 December 31, 2002

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

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

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

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

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

            Liabilities and
             Shareholders' Equity

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

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

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

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

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


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

                                            Three Months Ended June 30, 2003

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

         Sources
           Net income                        $52      $15    $(15)      $52
           Depreciation                       85       14                99
           Asset sales                         2       57      (1)       58
           Divestitures                      145                        145
           Working capital decrease
            (increase)                       (30)       4      (1)      (27)
                                             254       90     (17)      327

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

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

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

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


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

                                             Six Months Ended June 30, 2003

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

         Sources
           Net income                        $93      $31    $(31)      $93
           Depreciation                      171       31               202
           Asset sales                         6      137      (1)      142
           Divestitures                      145                        145
           Working capital decrease
            (increase)                      (222)      (4)      6      (220)
                                             193      195     (26)      362

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

         October 2001 restructuring cash
          impact
           Cash payments                     (64)                       (64)
           Proceeds from asset sales          37                         37
                                             (27)       -       -       (27)
         Cash change in net debt             $ -     $212     $ -      $212

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

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


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

                                            Three Months Ended June 30, 2002

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

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

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

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


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

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


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

                                             Six Months Ended June 30, 2002

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

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

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

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



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

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



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

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

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

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

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


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

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

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

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

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


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

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

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

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

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

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



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

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

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

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

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


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

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

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

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

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


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

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

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

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

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


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