Dana (DAN) 8-K Dana Corporation 3rd Quarter Conference Call

Exhibit 99.2

Contact: Michelle Hards

(419) 535-4636

michelle.hards@dana.com

DANA CORPORATION REPORTS

STRONGER THIRD-QUARTER EARNINGS

• Third-quarter earnings significantly improved over 2002

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

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

• Fourth-quarter dividend increased to 6 cents per share

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

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

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

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

(more)

Nine-Month Results Improved

In the first nine months of 2003, Dana’s net income totaled $154 million, or $1.04 per share, on sales of $7.4 billion. This compares favorably to a loss of $173 million, or $1.16 per share, on sales of $7.3 billion during the first nine months of 2002. Nine-month net income in 2003 included net gains from divestitures and the repurchase of debt, and losses from discontinued operations. Net income in the period in 2002 reflected a charge of $220 million, or $1.48 per share, associated with the required adoption of FAS 142 related to accounting for goodwill, as well as restructuring charges, divestiture gains, and income from discontinued operations.

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

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

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

2003 Net Income Forecast Raised; 2004 Guidance Reaffirmed

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

Dividend Increased to 6 Cents per Share for the Fourth Quarter

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

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

(more)

2

Quarterly Conference Call Scheduled Today at 10 a.m.

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

Dana Corporation is a global leader in the design, engineering, and manufacture of value-added products and systems for automotive, commercial, and off-highway vehicle manufacturers and their related aftermarkets. The company employs approximately 60,000 people worldwide. Founded in 1904 and based in Toledo, Ohio, Dana operates hundreds of technology, manufacturing, and customer service facilities in 30 countries. The company reported 2002 sales of $9.5 billion.

Certain statements contained in this release constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent Dana’s expectations based on our current information and assumptions. Forward-looking statements are inherently subject to risks and uncertainties. Dana’s actual results could differ materially from those that are anticipated or projected due to a number of factors. These factors include national and international economic conditions; adverse effects from terrorism or hostilities; the strength of other currencies relative to the U.S. dollar; the cyclical nature of the global vehicular industry; the performance of the global aftermarket sector; changes in business relationships with our major customers and in the timing, size and continuation of their and our programs; the ability of our customers and suppliers to achieve their projected sales and production levels; competitive pressures on our sales and pricing; increases in production or material costs that cannot be recouped in product pricing; the impact of our collective bargaining negotiations and those of our customers in the North American light vehicle sector; the continued success of our cost reduction and cash management programs and of our long-term transformation strategy for the company; costs associated with the tender offer for our common stock that was commenced on July 9, 2003, by ArvinMeritor, Inc.; and other factors set out in our public filings with the Securities and Exchange Commission. Dana does not undertake to update any forward-looking statements contained in this release.

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

# # #

3

Dana Corporation

Reconciliation to GAAP Presentation

(in millions, except per share amounts)

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

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

Page 1

Dana Corporation

Condensed Statement of Income (Unaudited)

(in millions, except per share amounts)

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

Page 2

Dana Corporation

Condensed Statement of Income (Unaudited)

(in millions, except per share amounts)

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

Page 3

Dana Corporation

Condensed Balance Sheet (Unaudited)

(in millions)

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

Page 4

Dana Corporation

Condensed Statement of Cash Flows (Unaudited)

(in millions)

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

Page 5

Dana Corporation

Condensed Statement of Cash Flows (Unaudited)

(in millions)

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

Page 6

Dana Corporation

(Including Dana Credit Corporation on an Equity Basis)

Condensed Statement of Income (Unaudited)

(in millions)

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

Page 7

Dana Corporation

(Including Dana Credit Corporation on an Equity Basis)

Condensed Statement of Income (Unaudited)

(in millions)

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

Page 8

Dana Corporation

(Including Dana Credit Corporation on an Equity Basis)

Condensed Balance Sheet (Unaudited)

(in millions)

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

Page 9

Dana Corporation

(Including Dana Credit Corporation on an Equity Basis)

Cash Flow Impact on Net Debt

(in millions)

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

Page 10

Dana Corporation

(Including Dana Credit Corporation on an Equity Basis)

Cash Flow Impact on Net Debt

(in millions)

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

Page 11

Dana Corporation

Condensed Consolidating Statement of Income (Unaudited)

(in millions)

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

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

Page 12

Dana Corporation

Condensed Consolidating Statement of Income (Unaudited)

(in millions)

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

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

Page 13

Dana Corporation

Condensed Consolidating Statement of Income (Unaudited)

(in millions)

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

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

Page 14

Dana Corporation

Condensed Consolidating Statement of Income (Unaudited)

(in millions)

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

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

Page 15

Dana Corporation

Condensed Consolidating Balance Sheet (Unaudited)

(in millions)

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

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

Page 16

Dana Corporation

Condensed Consolidating Balance Sheet (Unaudited)

(in millions)

	December 31, 2002
	Dana with DCC on Equity Basis		DCC		Elimination Entries			Dana Consolidated
Assets
Current assets
Cash and cash equivalents	$	551	$	20	$			$	571
Accounts receivable
Trade		1,348							1,348
Other		209		111					320
Inventories		1,116							1,116
Other current assets		716		105		(58	)		763
Total current assets		3,940		236		(58	)		4,118
Property, plant and equipment, net		2,253		39		264			2,556
Investment in leases				1,091		(264	)		827
Investments and other assets		2,375		569		(892	)		2,052
Total assets	$	8,568	$	1,935	$	(950	)	$	9,553
Liabilities and Shareholders’ Equity
Current liabilities
Notes payable	$	53	$	234	$			$	287
Accounts payable		1,004							1,004
Other current liabilities		1,555		37		(59	)		1,533
Total current liabilities		2,612		271		(59	)		2,824
Long-term debt		2,462		753					3,215
Deferred employee benefits and other noncurrent liabilities		1,906		639		(620	)		1,925
Minority interest		106		1					107
Shareholders’ equity		1,482		271		(271	)		1,482
Total liabilities and shareholders’ equity	$	8,568	$	1,935	$	(950	)	$	9,553

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

Page 17

Dana Corporation

Consolidating Cash Flow Impact on Net Debt

(in millions)

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

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

Page 18

Dana Corporation

Consolidating Cash Flow Impact on Net Debt

(in millions)

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

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

Page 19

Dana Corporation

Consolidating Cash Flow Impact on Net Debt

(in millions)

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

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

Page 20

Dana Corporation

Consolidating Cash Flow Impact on Net Debt

(in millions)

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

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

Page 21

Investor Relations

Dana Corporation

Quarterly Financial Information (Unaudited)

For Nine Months Ended September 30, 2003

(in millions)

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

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

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

FOR MORE INFORMATION

(WWW.Dana.Com)—Dial-For-Dana U.S. or Canada 800-537-8823; OH 800-472-8810

E-Mail Michelle.Hards@Dana.com or Karen.Crawford@Dana.Com

Dana Investor Relations 419-535-4635

Investor Relations

Dana Corporation

Quarterly Financial Information (Unaudited)

Q3 – 2003

(in millions)

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

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

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

FOR MORE INFORMATION

(WWW.Dana.Com)—Dial-For-Dana U.S. or Canada 800-537-8823; OH 800-472-8810

E-Mail Michelle.Hards@Dana.com or Karen.Crawford@Dana.Com

Dana Investor Relations 419-535-4635