Dana (DAN) 8-K Financial statements and exhibits

Exhibit 99.2

CONTACT: Michelle L. Hards
(419) 535-4636
michelle.hards@dana.com

DANA CORPORATION REPORTS INCREASED EARNINGS

TOLEDO, Ohio, Feb. 11, 2004 – 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.

“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	)

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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.”

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2

Dividend Increased to 12 Cents per Share for the First Quarter

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

Quarterly Conference Call Scheduled Today at 10 a.m.

Dana will discuss its fourth-quarter and full-year results in a conference call at 10 a.m. (EDT) today. The call may be accessed via Dana’s web site (www.dana.com), where it will be accompanied by a slide presentation, or by dialing (800) 275-3210. Please dial into the conference five minutes prior to the call. An audio recording of this conference call will be available after 1 p.m. today. To access this recording, please dial (800) 537-8823. A webcast replay of the call will be available after 3 p.m. today and will be accessible via the Dana web site.

Dana Corporation is a global leader in the design, engineering, and manufacture of value-added products and systems for automotive, commercial, and off-highway vehicle manufacturers and their related aftermarkets. The company’s continuing operations employ approximately 45,000 people worldwide and reported 2003 sales of $7.9 billion. Founded in 1904 and based in Toledo, Ohio, Dana operates hundreds of technology, manufacturing, and customer service facilities in 30 countries.

Certain statements contained in this release constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent Dana’s expectations based on our current information and assumptions. Forward-looking statements are inherently subject to risks and uncertainties. Dana’s actual results could differ materially from those that are anticipated or projected due to a number of factors. These factors include national and international economic conditions; adverse effects from terrorism or hostilities; the strength of other currencies relative to the U.S. dollar; the cyclical nature of the global vehicular industry; changes in business relationships with our major customers and in the timing, size and continuation of their and our programs; the ability of our customers and suppliers to achieve their projected sales and production levels; competitive pressures on our sales and pricing; increases in production or material costs that cannot be recouped in product pricing; the continued success of our cost reduction and cash management programs and of our long-term transformation strategy for the company; the success and timing of the contemplated divestiture of the Automotive Aftermarket business unit; and other factors set out in our public filings with the Securities and Exchange Commission. Dana does not undertake to update any forward-looking statements in this release.

# # #

3

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

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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

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

	December 31		December 31
	2003		2002
Assets
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

Page 3

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

Page 4

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

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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	)

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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	)

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

	December 31		December 31
	2003		2002
Assets
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

Page 8

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

Page 9

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

Page 10

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

	Three Months Ended December 31, 2003
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
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.

Page 11

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

	Year Ended December 31, 2003
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
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.

Page 12

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

	Three Months Ended December 31, 2002
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
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.

Page 13

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

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

Page 14

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

	December 31, 2003
	Dana
	with DCC on				Elimination			Dana
	Equity Basis		DCC		Entries			Consolidated
Assets
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.

Page 15

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

	December 31, 2002
	Dana
	with DCC on				Elimination			Dana
	Equity Basis		DCC		Entries			Consolidated
Assets
Current assets
Cash and cash equivalents	$	551	$	20	$			$	571
Accounts receivable
Trade		1,348							1,348
Other		209		111					320
Inventories		1,116							1,116
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.

Page 16

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

	Three Months Ended December 31, 2003
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
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.

Page 17

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

	Year Ended December 31, 2003
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
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.

Page 18

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

	Three Months Ended December 31, 2002
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
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.

Page 19

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

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

Page 20

[LOGO]

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

					Inter-
	External Sales				Segment Sales				EBIT						Operating PAT						Net Profit						Net Assets
	03		02		03		02		03			02			03			02			03			02			03			02
Automotive Systems Group	$	3,777	$	3,526	$	126	$	103	$	204		$	203		$	155		$	157		$	71		$	74		$	1,931		$	1,743
Engine and Fluid Management Group		2,150		2,119		35		38		134			112			87			73			40			25			1,096	��		1,051
Heavy Vehicle Technologies and Systems Group		1,924		1,797		75		92		130			102			79			63			27			14			610			629
Dana Commercial Credit																21			26			21			26			291			271
Other		67		59		6		638		(220	)		(198	)		(211	)		(236	)		(28	)		(56	)		13			(43	)
Continuing Operations		7,918		7,501		242		871		248			219			131			83			131			83			3,941			3,651
Discontinued Operations										90			157			52			88			52			88
Unusual Items Excluded from Performance Measurement										(1	)		(246	)		39			(133	)		39			(133	)
Effect of change in Accounting																			(220	)					(220	)
Consolidated	$	7,918	$	7,501	$	242	$	871	$	337		$	130		$	222		$	(182	)	$	222		$	(182	)	$	3,941		$	3,651
North America	$	5,473	$	5,516	$	88	$	96	$	245		$	300		$	155		$	188		$	35		$	63		$	2,187		$	2,185
Europe		1,455		1,233		81		72		106			49			84			50			50			21			1,137			984
South America		441		361		165		156		70			52			43			32			33			24			284			255
Asia Pacific		549		391		3		2		47			19			30			13			15			1			159			149
Dana Commercial Credit																21			26			21			26			291			271
Other										(220	)		(201	)		(202	)		(226	)		(23	)		(52	)		(117	)		(193	)
Continuing Operations		7,918		7,501		337		326		248			219			131			83			131			83			3,941			3,651
Discontinued Operations										90			157			52			88			52			88
Unusual Items Excluded from Performance Measurement										(1	)		(246	)		39			(133	)		39			(133	)
Effect of change in Accounting																			(220	)					(220	)
Consolidated	$	7,918	$	7,501	$	337	$	326	$	337		$	130		$	222		$	(182	)	$	222		$	(182	)	$	3,941		$	3,651
Information for Discontinued Operations		2,153		2,782		14		47																				913			961

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

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

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

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

					Inter-
	External Sales				Segment Sales				EBIT						Operating PAT						Net Profit					Net Assets
	03		02		03		02		03			02			03			02			03		02			03			02
Automotive Systems Group	$	1,004	$	872	$	31	$	34	$	49		$	50		$	39		$	41		$	17	$	21		$	1,931		$	1,743
Engine and Fluid Management Group		527		487		9		9		43			24			27			15			16		4			1,096			1,051
Heavy Vehicle Technologies and Systems Group		499		419		17		18		36			16			22			10			9		(1	)		610			629
Dana Commercial Credit																4			3			4		3			291			271
Other		20		12		2		141		(56	)		(47	)		(44	)		(50	)		2		(8	)		13			(43	)
Continuing Operations		2,050		1,790		59		202		72			43			48			19			48		19			3,941			3,651
Discontinued Operations										19			32			14			13			14		13
Unusual Items Excluded from Performance Measurement										(5	)		(88	)		6			(41	)		6		(41	)
Effect of change in Accounting
Consolidated	$	2,050	$	1,790	$	59	$	202	$	86		$	(13	)	$	68		$	(9	)	$	68	$	(9	)	$	3,941		$	3,651
North America	$	1,388	$	1,279	$	23	$	24	$	80		$	67		$	47		$	43		$	14	$	16		$	2,187		$	2,185
Europe		381		313		21		17		27			5			23			11			14		4			1,137			984
South America		126		82		43		30		23			5			14			3			11		1			284			255
Asia Pacific		155		116		1		1		10			7			7			5			2		2			159			149
Dana Commercial Credit																4			3			4		3			291			271
Other										(68	)		(41	)		(47	)		(46	)		3		(7	)		(117	)		(193	)
Continuing Operations		2,050		1,790		88		72		72			43			48			19			48		19			3,941			3,651
Discontinued Operations										19			32			14			13			14		13
Unusual Items Excluded from Performance Measurement										(5	)		(88	)		6			(41	)		6		(41	)
Effect of change in Accounting
Consolidated	$	2,050	$	1,790	$	88	$	72	$	86		$	(13	)	$	68		$	(9	)	$	68	$	(9	)	$	3,941		$	3,651
Information for Discontinued Operations		473		617		3		5																			913			961

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

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

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

Dana Corporation

Reconciliation of Net Debt with DCC on an Equity Basis
To Net Debt Presented on a Fully Consolidated Basis (Unaudited)

	December 31			March 31			June 30			September 30			December 31
(Dollar amounts in Millions)	2000			2001			2001			2001			2001
Dana, with DCC on an Equity Basis:
Short-term debt	$	1,307		$	1,535		$	1,542		$	750		$	617
Long-term debt		1,574			1,369			1,428			2,201			2,155
Borrowings, with DCC on an equity basis		2,881			2,904			2,970			2,951			2,772
DCC borrowings		1,714			1,629			1,519			1,499			1,356
Consolidated borrowings		4,595			4,533			4,489			4,450			4,128
Cash, with DCC on an equity basis		149			136			146			186			182
DCC cash		29			14			7			41			17
Consolidated cash		178			150			153			227			199
Net debt, DCC on an equity basis		2,732			2,768			2,824			2,765			2,590
Net debt fully consolidated basis		4,417			4,383			4,336			4,223			3,929
Equity		2,628			2,439			2,380			2,367			1,958
Net debt / Capital — DCC on an equity basis		51.0	%		53.2	%		54.3	%		53.9	%		56.9	%
Net debt / Capital — Fully consolidated basis		62.7	%		64.2	%		64.6	%		64.1	%		66.7	%

	March 31			June 30			September 30			December 31
	2002			2002			2002			2002
Dana, with DCC on an Equity Basis:
Short-term debt	$	454		$	370		$	276		$	53
Long-term debt		2,364			2,432			2,484			2,462
Borrowings, with DCC on an equity basis		2,818			2,802			2,760			2,515
DCC borrowings		1,323			1,233			1,216			987
Consolidated borrowings		4,141			4,035			3,976			3,502
Cash, with DCC on an equity basis		255			301			373			551
DCC cash		20			17			74			20
Consolidated cash		275			318			447			571
Net debt, DCC on an equity basis		2,563			2,501			2,387			1,964
Net debt fully consolidated basis		3,866			3,717			3,529			2,931
Equity		1,625			1,749			1,673			1,482
Net debt / Capital — DCC on an equity basis		61.2	%		58.8	%		58.8	%		57.0	%
Net debt / Capital — Fully consolidated basis		70.4	%		68.0	%		67.8	%		66.4	%

     Page 23

Dana Corporation

Reconciliation of Net Debt with DCC on an Equity Basis
To Net Debt Presented on a Fully Consolidated Basis (Unaudited)

	March 31			June 30			September 30			December 31
(Dollar amounts in Millions)	2003			2003			2003			2003
Dana, with DCC on an Equity Basis:
Short-term debt	$	437		$	283		$	359		$	260
Long-term debt		2,207			2,263			2,090			2,087
Borrowings, with DCC on an equity basis		2,644			2,546			2,449			2,347
DCC borrowings		911			841			788			751
Consolidated borrowings		3,555			3,387			3,237			3,098
Cash, with DCC on an equity basis		506			546			550			664
DCC cash		42			85			86			67
Consolidated cash		548			631			636			731
Net debt, DCC on an equity basis		2,138			2,000			1,899			1,683
Net debt fully consolidated basis		3,007			2,756			2,601			2,367
Equity		1,586			1,785			1,850			2,050
Net debt / Capital — DCC on an equity basis		57.4	%		52.8	%		50.7	%		45.1	%
Net debt / Capital — Fully consolidated basis		65.5	%		60.7	%		58.4	%		53.6	%

     Page 24