UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 11, 2004

Registrant’s telephone number, including area code: (419) 535-4500

 

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     This Current Report on Form 8-K and the attached exhibits are being furnished by Dana Corporation (Dana) pursuant to (i) Item 9 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and (ii) Item 12 of Form 8-K, insofar as they disclose historical information regarding Dana’s results of operations and financial condition for the fiscal quarter and year ended December 31, 2003.

Item 7. Exhibits.

(c) Exhibits

99.1

Slide Presentation for February 11, 2004 Conference Call (Furnished but not filed pursuant to Item 9.)

99.2

Press Release of Dana Corporation (Furnished but not filed pursuant to Item 12.)

Item 9. Regulation FD Disclosure.

     During a conference call scheduled to be held at 10:00 a.m. EST on February 11, 2004, Dana’s Chairman Glen H. Hiner and Chief Financial Officer, Robert Richter intend to present the slide presentation that is furnished as Exhibit 99.1 to this Current Report.

     Certain slides in this presentation include financial measures which are not presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP). These include slides 8, 9, 12 through 16 and 33 through 35, which contain non-GAAP financial measures due to the inclusion of Dana Credit Corporation (DCC) on an equity basis. Exhibit 99.2 includes a quantitative reconciliation of the differences between the non-GAAP financial measures disclosed and the most directly comparable financial measures calculated and presented in accordance with GAAP. Item 12 below and Dana’s earnings release in the attached Exhibit 99.2 also contain information about the reconciliation of these non-GAAP financial measures to comparable GAAP financial measures and an explanation of why management believes the non-GAAP financial measures provide useful information to investors.

Item 12. Results of Operations and Financial Condition.

     On February 11, 2004, Dana issued a news release regarding its earnings for the fiscal quarter and year ended December 31, 2003. A copy of that release is being furnished as Exhibit 99.2 to this Current Report.

     The earnings release includes tables showing: (i) Dana Corporation (Including Dana Credit Corporation on an Equity Basis), Condensed Statement of Income (Unaudited) — Three Months and Year Ended December 31, 2003 and 2002; (ii) Dana Corporation (Including Dana Credit Corporation on an Equity Basis), Condensed Balance Sheet (Unaudited) — Year Ended December 31, 2003 and 2002; and (iii) Dana Corporation (Including Dana Credit Corporation on an Equity Basis), Cash Flow Impact on Net Debt — Three Months and Year Ended December 31, 2003 and 2002. As Generally Accepted Accounting Principles (GAAP) require Dana Credit Corporation (DCC) to be included on a consolidated basis, these tables including DCC on an equity basis contain non-GAAP financial measures. The earnings release also includes, for each of these tables: (i) a presentation of the most directly comparable financial measures calculated and presented in accordance with GAAP and (ii) a quantitative reconciliation of the differences between the non-GAAP financial measures disclosed and the most directly comparable GAAP financial measures. Management believes that the presentation of the non-

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GAAP financial measures provides useful information to investors regarding Dana’s financial condition and results of operations because management evaluates Dana’s operating segments and regions as if DCC were accounted for on the equity method of accounting. This is done because DCC is not homogenous with Dana’s manufacturing operations, its financing activities do not support the sales of the other operating segments and its financial and performance measures are inconsistent with those of the other operating segments. Moreover, the financial covenants contained in Dana’s long-term bank facility are measured with DCC accounted for on an equity basis.

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

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Signatures

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

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Exhibit Index

5

 

Exhibit 99.1

Dana Corporation 4th Quarter Conference Call February 11, 2004

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Forward-Looking Statements Statements herein about our forecasts, beliefs, and expectations constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on our current information and assumptions. Forward-looking statements are inherently subject to risks and uncertainties. Dana's actual results could differ materially from those that we anticipate or project due to a number of factors. These factors include the impact of national and international economic conditions; adverse effects from terrorism or hostilities; the strength of other currencies relative to the U.S. dollar; the cyclical nature of the global vehicular industry; the performance of the global aftermarket sector; changes in business relationships with our major customers and in the timing, size and continuation of their and our programs; the ability of our customers and suppliers to achieve their projected sales and production levels; competitive pressures on our sales and pricing; increases in production or material costs that cannot be recouped in product pricing; the impact of our collective bargaining negotiations; the continued success of our cost reduction and cash management programs and our long-term transformation strategy; and the success and timing of the contemplated divestiture of the Automotive Aftermarket Group. Additional factors are contained in our public filings with the SEC. We do not undertake to update any forward-looking statements contained herein. (c) Dana Corporation, February 11, 2004

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Agenda Recent Announcements 2003 Financials Market Overview 2004 Guidance Q&A Session Glen Hiner Chairman of the Board Bob Richter Chief Financial Officer (c)Dana Corporation. February 11, 2004.

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New CEO, President & Director 34 years with General Motors Corp. Most recently served as President - GM Europe based in Zurich Past responsibility in operations, engineering, administration & sales Michael J. Burns (c)Dana Corporation. February 11, 2004.

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Dividend Increase 12 cents per share (an increase of 6 cents from previous payment Second significant increase in as many quarters (5-cent-per-share increase in Q4) Reflects Board's continuing confidence in Dana Future dividends will balance: Performance; Financial position; and Core business investment needs (c)Dana Corporation. February 11, 2004.

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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) (c)Dana Corporation. February 11, 2004.

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Impact of "Discontinued Operations" on Financial Statements - FAS 144 Criteria Committed to and actively pursuing sale of an available asset within one year. Income Statement Results from "Discontinued Operations" (i.e., AAG) must be reported in one line separately from Continuing Operations. Profit and Loss must be restated (per FASB) for all periods presented. Balance Sheet All assets and liabilities of the discontinued operations must be reported on one line in their respective "current" sections so that they are distinct from the continuing operations. Cash Flow Statement No impact. Remains unaffected by this accounting treatment. (c)Dana Corporation. February 11, 2004.

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2003 Income Statement Reconciliation With DCC on an Equity Basis 2003 "Expected" 2003 Reported (Millions) AAG Sale Total Previous Disc. Ops. $ $ $ $ $ $ $ $ $ $ (c)Dana Corporation. February 11, 2004.

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(Millions) 2003 2002 Income Statement With DCC on an Equity Basis 2003 2002 YTD Fourth Quarter (c)Dana Corporation. February 11, 2004.

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Segment Table - Full Year 2003 Reconciliation Automotive 3,903 - - - 3,903 155 - - - 155 Aftermarket 2,180 (2,180) - - - 76 (76) - - - Engine & Fluid 2,077 108 2,185 90 (3) 87 Heavy Vehicle 1,999 - - - 1,999 79 - - - 79 DCC - - - - - - - - - 21 - - - 21 Other (243) 74 (169) (232) 21 (211) Results from Cont. Operations 9,916 (1,998) 7,918 189 (58) 131 Discontinued Ops. (6) 58 52 Unusual Items 39 - - - 39 Consolidated 9,916 (1,998) 7,918 222 - - - 222 Sales OPAT "Expected" AAG Sale Reported $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ "Expected" AAG Sale Reported (Millions) (c)Dana Corporation. February 11, 2004.

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Full-Year Segment Comparison Automotive 3,903 3,629 8 155 157 (1) Engine & Fluid 2,185 2,157 1 87 73 19 Heavy Vehicle 1,999 1,889 6 79 63 25 DCC 21 26 (19) Other (169) (174) 3 (211) (236) 11 Results from Cont. Operations 7,918 7,501 6 131 83 58 Discontinued Ops. 52 88 Unusual Items 39 (133) Effect of Acct. Chg. (220) Consolidated 7,918 7,501 6 222 (182) Sales OPAT 2003 2003 2002 2002 Chg. Chg. % % % % % N/M N/M N/M: Not Meaningful N/M $ $ $ $ $ $ $ $ $ $ $ $ N/M (Millions) (c)Dana Corporation. February 11, 2004.

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2003 Balance Sheet With DCC on an Equity Basis (Millions) $ $ $ $ $ $ 2003 "Expected" 2003 Reported AAG Sale (c)Dana Corporation. February 11, 2004.

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2003 Balance Sheet With DCC on an Equity Basis (Millions) $ $ $ $ $ $ 2003 "Expected" 2003 Reported AAG Sale (c)Dana Corporation. February 11, 2004.

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Cash Flow Statement With DCC on an Equity Basis 2003 2002 YTD (Millions) (c)Dana Corporation. February 11, 2004.

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Capital Structure With DCC on an Equity Basis (c)Dana Corporation. February 11, 2004.

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Net Debt With DCC on an Equity Basis 12/1/2000 2732 0.51 3/1/2001 2767 0.532 6/1/2001 2824 0.543 9/1/2001 2764 0.539 12/1/2001 2590 0.569 3/2/2002 2563 0.612 6/2/2002 2501 0.588 9/2/2002 2388 0.588 12/2/2002 1964 0.57 3/3/2003 2138 0.574 6/3/2003 1999 0.528 9/3/2003 1899 0.507 12/3/2003 1683 0.451 Net Debt Net Debt/Capital % (c)Dana Corporation. February 11, 2004. $ in Millions

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12/01 Total Portfolio Assets - $2,200 DCC Portfolio Analysis ($ Millions) VASG 90 50 12 RESG 170 760 0 CMG 480 Value-Added Services Retained Real Estate Capital Markets 12/03 Total Portfolio Assets - $1,360 VASG 120 10 50 RESG 170 900 0 CMG 410 Net of certain non-recourse debt (c)Dana Corporation. February 11, 2004.

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Aftermarket Business Divestiture Future success demands focus; Dana will focus on its OE markets Proposed transaction is a "win-win" for Dana and the Aftermarket Group Potential uses of divestiture proceeds: Repay debt Contribute to pension plans Reinvest in our core businesses (c) Dana Corporation. Dated February 11, 2004. Slide may contain forward-looking information. Actual results may differ materially due to factors discussed on slide 2.

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Light Vehicle Production North America 2002 2003 2004P 2005P East 16.4 15.9 16.2 16.5 Units in Millions (c) Dana Corporation. Dated February 11, 2004. Slide may contain forward-looking information. Actual results may differ materially due to factors discussed on slide 2.

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Light Vehicle Production South America 2002 2003 2004P 2005P East 1.9 1.9 2.3 2.6 Units in Millions (Includes South Africa) (c) Dana Corporation. Dated February 11, 2004. Slide may contain forward-looking information. Actual results may differ materially due to factors discussed on slide 2.

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Light Vehicle Production Europe 2002 2003 2004P 2005P East 20.8 21 21.5 22.7 Units in Millions (Includes India) (c) Dana Corporation. Dated February 11, 2004. Slide may contain forward-looking information. Actual results may differ materially due to factors discussed on slide 2.

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Light Vehicle Production Asia Pacific 2002 2003 2004P 2005P East 18.1 18.5 19.6 20.2 Units in Millions (c) Dana Corporation. Dated February 11, 2004. Slide may contain forward-looking information. Actual results may differ materially due to factors discussed on slide 2.

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NAFTA Production Class 5-8 Class 5-7 Class 8 1999 241 334 2000 215 252 2001 176 146 2002 189 181 2003 195 176 2004P 211 245 2005P 216 281 2006P 226 318 Units (000s) (c) Dana Corporation. Dated February 11, 2004. Slide may contain forward-looking information. Actual results may differ materially due to factors discussed on slide 2.

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ACTUAL F'CAST 1999 79 85 85 85 2000 84 74 52 42 2001 39 39 34 34 2002 35 49 56 41 2003 36 44 46 50 2004 59 252,000 176,000 Thousands NAFTA Heavy Truck Build Units By Quarter 245,000 334,000 146,000 181,000 (c) Dana Corporation. Dated February 11, 2004. Slide may contain forward-looking information. Actual results may differ materially due to factors discussed on slide 2.

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2004 Off-Highway Environment (Projected Vehicle Production) Construction Mining Forestry Agriculture Material Handling OPE Leisure/Utility +11% +3% +2% +3% +0% +0% +13% +16% - - 4% +5% +6% +9% +5% +6% +4% +3% +2% +1% +0% - - 5% N.A. Europe S.A. Asia (c) Dana Corporation. Dated February 11, 2004. Slide may contain forward-looking information. Actual results may differ materially due to factors discussed on slide 2.

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Exciting New Programs Tundra Tacoma Hilux Titan/Armada Infiniti Version X5 X3 Z4 F-150 Land Rover Discovery Colorado/Canyon Corvette C6 Hummer H3 PT Cruiser Turbo Chrysler Pacifica (c) Dana Corporation. Dated February 11, 2004. Slide may contain forward-looking information. Actual results may differ materially due to factors discussed on slide 2.

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2004 Guidance: Supporting Assumptions Market Forecasts Net New Business Start-Up Costs Restructuring Benefits Debt Reduction AAG Transaction Closes by End of Q2 (c) Dana Corporation. Dated February 11, 2004. Slide may contain forward-looking information. Actual results may differ materially due to factors discussed on slide 2.

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Pro-Forma Performance ($ Millions, except per share data) 2003 2004 Actual Plan Sales $ 7,918 > $8,500 Net Income 222 > 285 EPS 1.49 > 1.90 (c) Dana Corporation. Dated February 11, 2004. Slide may contain forward-looking information. Actual results may differ materially due to factors discussed on slide 2.

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2004 Cash Flow Projection ($ Millions) (c) Dana Corporation. Dated February 11, 2004. Slide may contain forward-looking information. Actual results may differ materially due to factors discussed on slide 2.

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The New Dana New Spirit New Direction OE Aftermarket New Programs New Partnerships New Products & Technologies New Leadership (c)Dana Corporation. February 11, 2004.

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Thank You (c)Dana Corporation. February 11, 2004.

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Supplemental Information (c)Dana Corporation. February 11, 2004.

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Q4 2003 Income Statement Reconciliation With DCC on an Equity Basis (Millions) $ $ $ $ $ $ $ $ $ $ Q4-2003 "Expected" Q4-2003 Reported AAG Sale Total Previous Disc. Ops. (c)Dana Corporation. February 11, 2004.

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2002 Income Statement Reconciliation With DCC on an Equity Basis 2002 Reported 2002 Restated (Millions) $ $ $ $ $ $ (c)Dana Corporation. February 11, 2004. AAG Sale

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Q4 2002 Income Statement Reconciliation With DCC on an Equity Basis Q4 2002 Reported Q4 2002 Restated (Millions) $ $ $ $ $ $ (c)Dana Corporation. February 11, 2004. AAG Sale

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Segment Table - Q4 2003 Reconciliation Automotive 1,035 - - - 1,035 39 - - - 39 Aftermarket 514 (514) - - - 17 (17) - - - Engine & Fluid 513 23 536 26 1 27 Heavy Vehicle 516 - - - 516 22 - - - 22 DCC - - - - - - - - - 4 - - - 4 Other (55) 18 (37) (46) 2 (44) Results from cont. operations 2,523 (473) 2,050 62 (14) 48 Discontinued ops. - - - 14 14 Unusual items 6 - - - 6 Consolidated 2,523 (473) 2,050 68 - - - 68 Sales OPAT $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ "Expected" AAG Sale Reported "Expected" AAG Sale Reported (Millions) (c)Dana Corporation. February 11, 2004.

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Segment Table - Full Year 2002 Reconciliation Automotive 3,629 - - - 3,629 157 - - - 157 Aftermarket 2,189 (2,189) - - - 107 (107) - - - Engine & Fluid 2,046 111 2,157 81 (8) 73 Heavy Vehicle 1,889 - - - 1,889 63 - - - 63 DCC - - - - - - - - - 26 - - - 26 Other (249) 75 (174) (253) 17 (236) Results from cont. operations 9,504 (2,003) 7,501 181 (98) 83 Discontinued ops. (10) 98 88 Unusual items (133) - - - (133) Effect of acct. chg. (220) - - - (220) Consolidated 9,504 (2,003) 7,501 (182) - - - (182) Sales OPAT $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Reported AAG Sale Restated Reported AAG Sale Restated (Millions) (c)Dana Corporation. February 11, 2004.

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Segment Table - Q4 2002 Reconciliation Sales OPAT Automotive 906 - - - 906 41 - - - 41 Aftermarket 498 (498) - - - 25 (25) - - - Engine & Fluid 475 21 496 19 (4) 15 Heavy Vehicle 437 - - - 437 10 - - - 10 DCC - - - - - - - - - 3 - - - 3 Other (65) 16 (49) (57) 7 (50) Results from cont. operations 2,251 (461) 1,790 41 (22) 19 Discontinued ops. (9) 22 13 Unusual items (41) - - - (41) Consolidated 2,251 (461) 1,790 (9) - - - (9) $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Reported AAG Sale Restated Reported AAG Sale Restated (Millions) (c)Dana Corporation. February 11, 2004.

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Fourth-Quarter Segment Comparison Automotive $1,035 906 14% $ 39 $ 41 (5)% Engine & Fluid 536 496 8 27 15 80 Heavy Vehicle 516 437 18 22 10 120 DCC 4 3 33 Other (37) (49) 24 (44) (50) 12 Results from cont. operations $2,050 $1,790 15% 48 19 153% Discontinued ops. 14 13 Unusual items 6 (41) Consolidated $2,050 $1,790 15% 68 (9) Sales OPAT 2003 2003 2002 2002 Chg. Chg. N/M N/M N/M: Not Meaningful N/M $ (Millions) (c)Dana Corporation. February 11, 2004.

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(c)Dana Corporation. February 11, 2004.

 

Exhibit 99.2

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)

(more)

 

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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.”

(more)

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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.

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

Page 1

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

Page 2

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

Page 3

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Dana Corporation
Condensed Statement of Cash Flows (Unaudited)
(in millions)

Page 4

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Dana Corporation
Condensed Statement of Cash Flows (Unaudited)
(in millions)

Page 5

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

Page 6

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

Page 7

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

Page 8

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

Page 9

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

Page 10

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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[LOGO]

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

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

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

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

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Dana Corporation

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

     Page 23

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Dana Corporation

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

     Page 24