8-K

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 23, 2005

Dana Corporation

(Exact name of registrant as specified in its charter)

Virginia	1-1063	34-4361040
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

4500 Dorr Street, Toledo, Ohio	43615
(Address of principal executive offices)	(Zip Code)

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

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

     On February 23, 2005, Dana Corporation (Dana) issued a news release regarding its earnings for the fiscal quarter and year ended December 31, 2004. A copy of that release is furnished as Exhibit 99.1 to this Current Report.

     The earnings release includes tables showing (i) Dana Corporation (Including Dana Credit Corporation on an Equity Basis), Condensed Statements of Income (Unaudited) for the Three Months and Year Ended December 31, 2004 and 2003; (ii) Dana Corporation (Including Dana Credit Corporation on an Equity Basis), Condensed Balance Sheets (Unaudited) as of December 31, 2004 and 2003; and (iii) Dana Corporation (Including Dana Credit Corporation on an Equity Basis), Cash Flow Impacts on Net Debt for the Three Months and Year Ended December 31, 2004 and 2003. As accounting principles generally accepted in the United States (GAAP) require that Dana Credit Corporation (DCC) be included on a consolidated basis, these tables contain non-GAAP financial measures. For each of these tables the earnings release also includes (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-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.

Item 7.01. Regulation FD Disclosure.

     During a conference call scheduled to be held at 1:00 p.m. EST on February 23, 2005, Dana’s Chairman and Chief Executive Officer, Michael J. Burns, and Chief Financial Officer, Robert C. Richter, will discuss Dana’s fourth quarter and full-year 2004 results. Copies of the slides for this presentation are furnished as Exhibit 99.2 to this Current Report.

     Certain of the slides in Exhibit 99.2 include financial measures which are not presented in accordance with GAAP. These include (i) slides 4 and 6 (which present net income excluding unusual items); (ii) slide 4 (which presents earnings per share excluding unusual items); and (iii) slides 6, 15, 17, 19, 20, 21 and 26 (which include DCC on an equity basis). Some of these slides contain on their face 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. Slides 37 and 38 of the presentation; Item 2.02, above; and Dana’s earnings release in the attached Exhibit 99.1 also contain information about the reconciliation of some 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.

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Item 9.01. Financial Statements and Exhibits.

(c)   Exhibits

     99.1         Press release dated February 23, 2005 (furnished but not filed)

     99.2         Slides for February 23, 2005 conference call (furnished but not filed)

3

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.

Dana Corporation (Registrant)
By:	/s/ Robert C. Richter
Name:	Robert C. Richter
Title:	Chief Financial Officer

Date: February 23, 2005

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Exhibit Index

99.1	Press release dated February 23, 2005
99.2	Slide presentation for February 23, 2005 conference call

5

EX-99.1

Exhibit 99.1

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

DANA CORPORATION REPORTS FOURTH-QUARTER AND FULL-YEAR RESULTS
Aftermarket Divestiture and Related Actions Improve Balance Sheet, Cost Structure

Toledo, Ohio — February 23, 2005 — Dana Corporation (NYSE: DCN) today announced its fourth-quarter and full-year 2004 results. During the fourth quarter, Dana took a series of actions aimed at strengthening its long-term competitiveness and repositioning the company to better serve its global original equipment customers. These actions, which together resulted in unusual charges of $195 million after tax, included:

•   Completing the divestiture of the automotive aftermarket businesses previously held for sale;

•   Announcing two facility closures and other manufacturing realignments; and

•   Repurchasing approximately $900 million of long-term debt.

“The aftermarket divestiture, our realignment actions, and the debt repurchase significantly improved our balance sheet and financial flexibility. Our efforts were recognized by two leading credit agencies, which returned us to investment grade in December,” said Dana Chairman and CEO Mike Burns. “In addition, year-over-year sales and net income, excluding unusual items, were both up significantly despite a challenging operating environment.

“Certainly, we’re not yet where we’d like to be. But the improvements to our balance sheet and operational performance were important steps in the continuing transformation of Dana, and I am proud of what our people accomplished in 2004.”

Financial Summary
(in millions, except earnings per share)	4th Quarter					Full Year
	2004			2003		2004			2003
Net sales	$	2,300		$	2,050	$	9,056		$	7,918
Net income (loss)
Net income, excluding unusual items	$	62		$	62	$	262		$	183
Divestiture gains (losses), net		(50	)		6		(30	)		30
Realignment costs		(49	)		—		(54	)		—
Debt repurchase gains (losses)		(96	)		—		(96	)		9
Net income (loss)	$	(133	)	$	68	$	82		$	222
Income (loss) from continuing operations	$	(83	)	$	56	$	95		$	175
Income (loss) from discontinued operations		(50	)		12		(13	)		47
Net income (loss)	$	(133	)	$	68	$	82		$	222
Diluted earnings per share
Net income, excluding unusual items	$	0.41		$	0.41	$	1.73		$	1.23
Net income (loss)	$	(0.89	)	$	0.45	$	0.54		$	1.49

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Fourth-Quarter Results

Dana posted fourth-quarter sales of $2.3 billion in 2004, compared to $2.1 billion in the same period of 2003. This increase was primarily due to new business and strong sales to commercial vehicle customers, while favorable currency effects added $73 million.

Including unusual charges for the aftermarket divestiture, manufacturing realignments, and debt repurchase, Dana recorded a net loss of $133 million, or 89 cents per share, in the quarter, compared to net income of $68 million, or 45 cents per share, in the same period of 2003. Excluding unusual charges, net income for the quarter was $62 million in 2004, compared to the same amount in the fourth quarter of 2003.

Earnings in the fourth quarter were negatively impacted by the continuing effects of higher raw material prices. Net of customer recoveries, the increased cost of steel alone reduced earnings by $31 million after tax, compared to the same period in 2003. Favorably impacting the 2004 results were tax benefits that resulted primarily from the company’s ability to reduce valuation allowances provided against deferred tax assets in prior periods.

Dana Vice President and Chief Financial Officer Bob Richter explained, “While reported income was greater than expected, this was largely due to greater than anticipated tax benefits. More important for the long term were the actions taken to strengthen our financial position. We improved our net debt-to-capital ratio, excluding Dana Credit Corporation, from 47 percent at the start of the quarter — and 61 percent less than three years ago — to less than 35 percent. This improvement will be reflected in reduced interest expense going forward. We also made an extra contribution of approximately $200 million to our pension plans, which will reduce future expense and contribution requirements. And, we are no longer limited by high-yield covenants on our debt. All of this will enable us to better capitalize on future growth opportunities.”

Full-Year Results

Sales increased to $9.1 billion in 2004 from $7.9 billion in 2003, primarily due to net new business of over $400 million, strong commercial and off-highway vehicle markets, and favorable currency effects of $300 million.

Full-year net income was $82 million, or 54 cents per share, compared to $222 million, or $1.49 per share, in 2003. Unusual items of $180 million in 2004 included the $195 million of charges recorded in the fourth quarter plus $15 million of net gains reported earlier in the year. Net income in 2003 included $39 million of unusual gains on divestitures and debt repurchases.

Excluding unusual items, net income in 2004 was $262 million, or $1.73 per share, compared to $183 million, or $1.23 per share, in 2003. The margin on higher sales and benefits from the company’s cost-reduction initiatives, as well as tax benefits, more than offset the impact of increased raw material costs.

“Despite very challenging industry conditions, we made good progress year over year,” said Burns. “We had to contend with increased steel costs, which net of recoveries was $70 million after tax, mostly in the second half of year. We also saw a small decline in North American light vehicle production. Fortunately, we had the benefit of new business, strong commercial and off-highway vehicle markets, and the early returns from our cost-reduction initiatives. In particular, during 2004, we consolidated our light vehicle business units and centralized our purchasing organization for greater buying leverage.”

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2005 Outlook

“This will be another tough year for the automotive industry as well as Dana,” said Burns. “We believe North American light vehicle production will be flat at 15.8 million units. We expect to see continuing pressure on raw material prices and energy costs, particularly in the first half of the year. And, as a company, we will also face the near-term challenge of replacing the lost earnings from the automotive aftermarket businesses that were sold, as well as the reduced earnings contribution from Dana Credit Corporation as we continue to wind that business down.

“On the other hand, we have renewed our focus on our global original equipment manufacturers. In fact, we already have an additional $410 million in net new business, which comes on in 2005. And we’re very optimistic about the outlook for the commercial vehicle and off-highway markets. We’re anticipating a 13 percent increase in North American Class 8 truck production to 293,000 units. The combination of these factors should allow us to increase our 2005 full-year sales to $9.6 billion.

“The increased sales alone however will not be enough to offset the challenges we face. So we will be relentless in pursuing our cost-reduction objectives. We will continue to deploy lean manufacturing and value engineering throughout the organization and streamline our administrative processes. These efforts, along with better leverage from our consolidated purchasing function, are expected to gain more momentum and therefore provide greater benefit to our bottom line as the year progresses.

“We expect Dana’s earnings to be lower in the first half of the year compared to last year mainly due to higher raw material prices. Therefore, we’re anticipating first-quarter earnings of 17 to 23 cents per share. Our ability to achieve higher earnings in the second half of the year is largely dependent on the successful execution of our cost-reduction programs. At this time, our full-year earnings guidance is $1.40 to $1.62 per share,” added Burns.

Quarterly Conference Call Scheduled Today at 1 p.m.

Dana will discuss its fourth-quarter and full-year results in a conference call at 1 p.m. (EST) 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 6 p.m. today. To access this recording, please dial (800) 537-8823. A webcast replay of the call will be available after 6 p.m. today and will be accessible via the Dana web site.

About Dana Corporation

Dana people design and manufacture products for every major vehicle producer in the world. Dana is focused on being an essential partner to automotive, commercial, and off-highway vehicle customers, which collectively produce more than 60 million vehicles every year. A leading supplier of axle, driveshaft, engine, frame, chassis, and transmission technologies, Dana employs 45,000 people in 28 countries. The company is based in Toledo, Ohio, and reported sales of $9.1 billion in 2004. Dana’s Internet address is: www.dana.com.

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Forward-Looking Statements

Certain statements contained in this presentation 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; increases in commodity costs, including steel, that cannot be recouped in product pricing; our ability and that of our customers to achieve projected sales and production levels; the continued availability of necessary goods and services from our suppliers; competitive pressures on our sales and pricing; the continued success of our cost reduction and cash management programs, long-term transformation and U.S. tax loss carryforward utilization strategies; 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 presentation.

# # #

4

Dana Corporation
Financial Summary (Unaudited)
(in millions, except per share amounts)

	Three Months Ended December 31
	2004			2003
Sales	$	2,300		$	2,050
Income (loss) from continuing operations	$	(83	)	$	56
Income (loss) from discontinued operations		(50	)		12
Net income (loss)	$	(133	)	$	68
Income (loss) from continuing operations	$	(83	)	$	56
Net gains associated with DCC asset sales		(2	)		(9	)
Loss on repurchase of notes		96
Realignment charges		49
Income from continuing operations, excluding unusual items	$	60		$	47
Income (loss) from discontinued automotive aftermarket business	$	(50	)	$	15
Losses of other discontinued operations					(3	)
		(50	)		12
Sale of automotive aftermarket business		52
Charges related to sales of discontinued operations					3
Income from discontinued operations, excluding unusual items	$	2		$	15
Diluted earnings per share:
Income (loss) from continuing operations	$	(0.55	)	$	0.37
Income (loss) from discontinued operations		(0.34	)		0.08
Net income (loss)	$	(0.89	)	$	0.45
Income from continuing operations, excluding unusual items	$	0.40		$	0.31
Income from discontinued operations, excluding unusual items		0.01			0.10
Net income, excluding unusual items		0.41			0.41
Unusual items		(1.30	)		0.04
Net income (loss)	$	(0.89	)	$	0.45

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Dana Corporation
Financial Summary (Unaudited)
(in millions, except per share amounts)

	Year Ended December 31
	2004			2003
Sales	$	9,056		$	7,918
Income from continuing operations	$	95		$	175
Income (loss) from discontinued operations		(13	)		47
Net income	$	82		$	222
Income from continuing operations	$	95		$	175
Gain associated with the sale of assets to a newly formed joint venture		(13	)
Net gains associated with DCC asset sales		(22	)		(35	)
Loss (gain) on repurchase of notes		96			(9	)
Realignment charges		54
Income from continuing operations, excluding unusual items	$	210		$	131
Income (loss) from discontinued automotive aftermarket business	$	(13	)	$	58
Losses of other discontinued operations					(11	)
Income (loss) from discontinued operations		(13	)		47
Loss on engine management sale					5
Sale of automotive aftermarket business		65
Income from discontinued operations, excluding unusual items	$	52		$	52
Diluted earnings per share:
Income from continuing operations	$	0.63		$	1.17
Income (loss) from discontinued operations		(0.09	)		0.32
Net income	$	0.54		$	1.49
Income from continuing operations, excluding unusual items	$	1.39		$	0.88
Income from discontinued operations, excluding unusual items		0.34			0.35
Net income, excluding unusual items		1.73			1.23
Unusual items		(1.19	)		0.26
Net income	$	0.54		$	1.49

Page 2

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

	Three Months Ended December 31
	2004			2003
Net sales	$	2,300		$	2,050
Revenue from lease financing and other income (expense)		(98	)		36
		2,202			2,086
Costs and expenses
Cost of sales		2,178			1,870
Realignment charges		66			5
Selling, general and administrative expenses		123			128
Interest expense		53			52
		2,420			2,055
Income (loss) before income taxes		(218	)		31
Income tax benefit		118			15
Minority interest		1			(3	)
Equity in earnings of affiliates		16			13
Income (loss) from continuing operations		(83	)		56
Income (loss) from discontinued operations		(50	)		12
Net income (loss)	$	(133	)	$	68
Basic earnings per share
Income (loss) from continuing operations	$	(0.56	)	$	0.37
Income (loss) from discontinued operations		(0.34	)		0.08
Net income (loss)	$	(0.90	)	$	0.45
Diluted earnings per share
Income (loss) from continuing operations	$	(0.55	)	$	0.37
Income (loss) from discontinued operations		(0.34	)		0.08
Net income (loss)	$	(0.89	)	$	0.45
Average shares outstanding -
For Basic EPS		149			148
For Diluted EPS		151			150

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

	Year Ended December 31
	2004			2003
Net sales	$	9,056		$	7,918
Revenue from lease financing and other income (expense)		(66	)		149
		8,990			8,067
Costs and expenses
Cost of sales		8,333			7,245
Realignment charges		72
Selling, general and administrative expenses		504			520
Interest expense		217			221
		9,126			7,986
Income (loss) before income taxes		(136	)		81
Income tax benefit		196			49
Minority interest		(8	)		(7	)
Equity in earnings of affiliates		43			52
Income from continuing operations		95			175
Income (loss) from discontinued operations		(13	)		47
Net income	$	82		$	222
Basic earnings per share
Income from continuing operations	$	0.64		$	1.17
Income (loss) from discontinued operations		(0.09	)		0.32
Net income	$	0.55		$	1.49
Diluted earnings per share
Income from continuing operations	$	0.63		$	1.17
Income (loss) from discontinued operations		(0.09	)		0.32
Net income	$	0.54		$	1.49
Average shares outstanding -
For Basic EPS		149			148
For Diluted EPS		151			149

Page 4

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

	December 31		December 31
	2004		2003
Assets
Current assets
Cash and cash equivalents	$	634	$	731
Accounts receivable
Trade		1,266		1,048
Other		444		326
Inventories		907		743
Assets of discontinued operations				1,254
Other current assets		217		431
Total current assets		3,468		4,533
Investment in leases		281		622
Investments and other assets		3,145		2,252
Property, plant and equipment, net		2,153		2,210
Total assets	$	9,047	$	9,617
Liabilities and Shareholders’ Equity
Current liabilities
Notes payable	$	155	$	493
Accounts payable		1,317		1,076
Liabilities of discontinued operations				307
Other current liabilities		1,217		1,089
Total current liabilities		2,689		2,965
Long-term debt		2,054		2,605
Deferred employee benefits and other noncurrent liabilities		1,746		1,901
Minority interest		123		96
Shareholders’ equity		2,435		2,050
Total liabilities and shareholders’ equity	$	9,047	$	9,617

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

	Three Months Ended December 31
	2004			2003
Net income (loss)	$	(133	)	$	68
Depreciation and amortization		88			100
Asset impairment		13			3
Loss (gain) on divestitures, asset sales and note repurchases		170			(18	)
Working capital decrease (increase)		(174	)		105
Other		155			(8	)
Net cash flows - operating activities		119			250
Purchases of property, plant and equipment		(122	)		(90	)
Payments received on leases					5
Net loan repayments from customers		2			2
Divestitures		968
Asset sales		32			76
Other		(45	)		14
Net cash flows - investing activities		835			7
Net change in short-term debt		(211	)		(104	)
Proceeds from long-term debt		450
Payments on and repurchases of long-term debt		(1,052	)		(47	)
Dividends paid		(20	)		(9	)
Other		(1	)		1
Net cash flows - financing activities		(834	)		(159	)
Net change in cash and cash equivalents		120			98
Net change in cash - discontinued operations		2			(3	)
Cash and cash equivalents - beginning of period		512			636
Cash and cash equivalents - end of period	$	634		$	731

Page 6

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

	Year Ended December 31
	2004			2003
Net income	$	82		$	222
Depreciation and amortization		361			394
Asset impairment		37			21
Loss (gain) on divestitures, asset sales and note repurchases		113			(47	)
Working capital increase		(587	)		(212	)
Other		49			(43	)
Net cash flows - operating activities		55			335
Purchases of property, plant and equipment		(330	)		(305	)
Payments received on leases		8			26
Net loan repayments from customers		4			14
Divestitures		968			145
Asset sales		356			282
Other		(66	)		47
Net cash flows - investing activities		940			209
Net change in short-term debt		(30	)		(113	)
Proceeds from long-term debt		455
Payments on and repurchases of long-term debt		(1,457	)		(272	)
Dividends paid		(73	)		(14	)
Other		9			17
Net cash flows - financing activities		(1,096	)		(382	)
Net change in cash and cash equivalents		(101	)		162
Net change in cash - discontinued operations		4			(2	)
Cash and cash equivalents - beginning of period		731			571
Cash and cash equivalents - end of period	$	634		$	731

Page 7

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

	Three Months Ended December 31
	2004			2003
Net sales	$	2,300		$	2,050
Other income (expense)		(121	)		18
		2,179			2,068
Costs and expenses
Cost of sales		2,184			1,883
Realignment charges		66			5
Selling, general and administrative expenses		115			107
Interest expense		44			38
		2,409			2,033
Income (loss) before income taxes		(230	)		35
Income tax benefit		117			2
Minority interest		1			(3	)
Equity in earnings of affiliates		29			22
Income (loss) from continuing operations		(83	)		56
Income (loss) from discontinued operations		(50	)		12
Net income (loss)	$	(133	)	$	68

Page 8

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

	Year Ended December 31
	2004			2003
Net sales	$	9,056		$	7,918
Other income (expense)		(78	)		91
		8,978			8,009
Costs and expenses
Cost of sales		8,361			7,293
Realignment charges		72
Selling, general and administrative expenses		472			447
Interest expense		172			160
		9,077			7,900
Income (loss) before income taxes		(99	)		109
Income tax benefit (expense)		109			(20	)
Minority interest		(8	)		(7	)
Equity in earnings of affiliates		93			93
Income from continuing operations		95			175
Income (loss) from discontinued operations		(13	)		47
Net income	$	82		$	222

Page 9

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

	December 31		December 31
	2004		2003
Assets
Current assets
Cash and cash equivalents	$	619	$	664
Accounts receivable
Trade		1,266		1,048
Other		445		300
Inventories		907		743
Assets of discontinued operations				1,254
Other current assets		192		399
Total current assets		3,429		4,408
Investments and other assets		3,337		2,580
Property, plant and equipment, net		2,015		2,014
Total assets	$	8,781	$	9,002
Liabilities and Shareholders’ Equity
Current liabilities
Notes payable	$	289	$	260
Accounts payable		1,317		1,076
Liabilities of discontinued operations				307
Other current liabilities		1,269		1,235
Total current liabilities		2,875		2,878
Long-term debt		1,611		2,087
Deferred employee benefits and other noncurrent liabilities		1,739		1,893
Minority interest		121		94
Shareholders’ equity		2,435		2,050
Total liabilities and shareholders’ equity	$	8,781	$	9,002

Page 10

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

	Three Months Ended December 31
	2004			2003
Sources
Net income (loss)	$	(133	)	$	68
Depreciation		82			88
Asset sales		27			45
Divestitures		968
Working capital decrease		90			147
		1,034			348
Uses
Capital spend		(120	)		(86	)
Dividends		(20	)		(9	)
Restructuring cash payments		(15	)		(44	)
Additional pension contribution		(198	)
Investment in and undistributed earnings of equity affiliates		(49	)		32
Net changes in other accounts		37			(17	)
		(365	)		(124	)
Cash change in net debt	$	669		$	224

Page 11

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

	Year Ended December 31
	2004			2003
Sources
Net income	$	82		$	222
Depreciation		332			337
Asset sales		67			89
Divestitures		968			145
Working capital increase		(261	)		(72	)
		1,188			721
Uses
Capital spend		(324	)		(295	)
Dividends		(73	)		(14	)
Restructuring cash payments		(80	)		(136	)
Additional pension contribution		(198	)
Investment in and undistributed earnings of equity affiliates		(129	)		(45	)
Net changes in other accounts		(9	)		41
		(813	)		(449	)
Cash change in net debt	$	375		$	272

Page 12

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

	Three Months Ended December 31, 2004
	Dana
	with DCC on					Elimination			Dana
	Equity Basis			DCC		Entries			Consolidated
Net sales	$	2,300		$		$			$	2,300
Other income (expense)		(121	)		33		(10	)		(98	)
		2,179			33		(10	)		2,202
Costs and expenses
Cost of sales		2,184					(6	)		2,178
Realignment charges		66								66
Selling, general and administrative expenses		115			11		(3	)		123
Interest expense		44			10		(1	)		53
		2,409			21		(10	)		2,420
Income (loss) before income taxes		(230	)		12		—			(218	)
Income tax benefit		117			1					118
Minority interest		1								1
Equity in earnings of affiliates		29			3		(16	)		16
Income (loss) from continuing operations		(83	)		16		(16	)		(83	)
Loss from discontinued operations		(50	)							(50	)
Net income (loss)	$	(133	)	$	16	$	(16	)	$	(133	)

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, 2004
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
Net sales	$	9,056		$			$			$	9,056
Other income (expense)		(78	)		59			(47	)		(66	)
		8,978			59			(47	)		8,990
Costs and expenses
Cost of sales		8,361						(28	)		8,333
Realignment charges		72									72
Selling, general and administrative expenses		472			49			(17	)		504
Interest expense		172			47			(2	)		217
		9,077			96			(47	)		9,126
Loss before income taxes		(99	)		(37	)		—			(136	)
Income tax benefit		109			87						196
Minority interest		(8	)								(8	)
Equity in earnings of affiliates		93			7			(57	)		43
Income from continuing operations		95			57			(57	)		95
Loss from discontinued operations		(13	)								(13	)
Net income	$	82		$	57		$	(57	)	$	82

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)

	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
Realignment charges		5									5
Selling, general and administrative expenses		107			24			(3	)		128
Interest expense		38			14						52
		2,033			38			(16	)		2,055
Income (loss) before income taxes		35			(4	)		—			31
Income tax benefit		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 15

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
Income 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 16

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

	December 31, 2004
	Dana
	with DCC on				Elimination			Dana
	Equity Basis		DCC		Entries			Consolidated
Assets
Current assets
Cash and cash equivalents	$	619	$	15	$			$	634
Accounts receivable
Trade		1,266							1,266
Other		445		208		(209	)		444
Inventories		907							907
Other current assets		192		137		(112	)		217
Total current assets		3,429		360		(321	)		3,468
Investment in leases				411		(130	)		281
Investments and other assets		3,337		467		(659	)		3,145
Property, plant and equipment, net		2,015		8		130			2,153
Total assets	$	8,781	$	1,246	$	(980	)	$	9,047
Liabilities and Shareholders’ Equity
Current liabilities
Notes payable	$	289	$	68	$	(202	)	$	155
Accounts payable		1,317							1,317
Other current liabilities		1,269		67		(119	)		1,217
Total current liabilities		2,875		135		(321	)		2,689
Long-term debt		1,611		443					2,054
Deferred employee benefits and other noncurrent liabilities		1,739		316		(309	)		1,746
Minority interest		121		2					123
Shareholders’ equity		2,435		350		(350	)		2,435
Total liabilities and shareholders’ equity	$	8,781	$	1,246	$	(980	)	$	9,047

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
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
Assets of discontinued operations		1,254							1,254
Other current assets		399		212		(180	)		431
Total current assets		4,408		305		(180	)		4,533
Investment in leases				802		(180	)		622
Investments and other assets		2,580		559		(887	)		2,252
Property, plant and equipment, net		2,014		16		180			2,210
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
Liabilities of 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 18

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

	Three Months Ended December 31, 2004
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
Sources
Net income	$	(133	)	$	16		$	(16	)	$	(133	)
Depreciation		82			6						88
Asset sales		27			5						32
Divestitures		968									968
Working capital decrease		90			4			14			108
		1,034			31			(2	)		1,063
Uses
Capital spend		(120	)		(2	)					(122	)
Dividends		(20	)								(20	)
Restructuring cash payments		(15	)								(15	)
Additional pension contribution		(198	)								(198	)
Investment in and undistributed earnings of equity affiliates		(49	)		(4	)		16			(37	)
Net changes in other accounts		37			(12	)		43			68
		(365	)		(18	)		59			(324	)
Cash change in net debt	$	669		$	13		$	57		$	739
Analysis of components of decrease in net debt:
Net change in short-term debt	$	(100	)	$	17		$	(57	)	$	(140	)
Net payments on long-term debt		(437	)		(40	)					(477	)
Change in cash - continuing operations		(132	)		10						(122	)
Cash change in net debt		(669	)		(13	)		(57	)		(739	)
Non-cash changes in net debt		(29	)								(29	)
Total change in net debt	$	(698	)	$	(13	)	$	(57	)	$	(768	)

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, 2004
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
Sources
Net income	$	82		$	57		$	(57	)	$	82
Depreciation		332			29						361
Asset sales		67			292			(3	)		356
Divestitures		968									968
Working capital decrease (increase)		(261	)		4			17			(240	)
		1,188			382			(43	)		1,527
Uses
Capital spend		(324	)		(9	)		3			(330	)
Dividends		(73	)								(73	)
Restructuring cash payments		(80	)								(80	)
Additional pension contribution		(198	)								(198	)
Investment in and undistributed earnings of equity affiliates		(129	)		(8	)		57			(80	)
Net changes in other accounts		(9	)		(203	)		185			(27	)
		(813	)		(220	)		245			(788	)
Cash change in net debt	$	375		$	162		$	202		$	739
Analysis of components of decrease in net debt:
Net change in short-term debt	$	256		$	(13	)	$	(202	)	$	41
Net payments on long-term debt		(676	)		(201	)					(877	)
Change in cash - continuing operations		45			52						97
Cash change in net debt		(375	)		(162	)		(202	)		(739	)
Non-cash changes in net debt		(27	)		(26	)					(53	)
Total change in net debt	$	(402	)	$	(188	)	$	(202	)	$	(792	)

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 (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		45			43			(12	)		76
Working capital decrease		147			11			(9	)		149
		348			79			(34	)		393
Uses
Capital spend		(86	)		(3	)		(1	)		(90	)
Dividends		(9	)		(50	)		50			(9	)
Restructuring cash payments		(44	)								(44	)
Investment in and undistributed earnings of equity affiliates		32			(4	)		(37	)		(9	)
Net changes in other accounts		(17	)		(5	)		22
		(124	)		(62	)		34			(152	)
Cash change in net debt	$	224		$	17		$	—		$	241
Analysis of components of 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	)		19						(96	)
Change in cash - discontinued operations		(2	)								(2	)
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 21

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
Asset sales		89			210			(17	)		282
Divestitures		145									145
Working capital decrease (increase)		(72	)		3			(7	)		(76	)
		721			331			(85	)		967
Uses
Capital spend		(295	)		(12	)		2			(305	)
Dividends		(14	)		(50	)		50			(14	)
Restructuring cash payments		(136	)								(136	)
Investment in and undistributed earnings of equity affiliates		(45	)		(20	)		11			(54	)
Net changes in other accounts		41						22			63
		(449	)		(82	)		85			(446	)
Cash change in net debt	$	272		$	249		$	—		$	521
Analysis of components of 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 22

Investor Relations
Dana Corporation
Quarterly Financial Information (Unaudited)
For the Quarter Ended December 31, 2004
(in millions)

					Inter-
					Segment										Operating
	External Sales				Sales				EBIT						PAT						Net Profit					Net Assets
	04		03		04		03		04			03			04			03			04			03		04			03
Automotive Systems Group	$	1,692	$	1,531	$	46	$	38	$	61		$	93		$	49		$	67		$	12		$	32	$	3,100		$	3,027
Heavy Vehicle Technologies and Systems Group		590		499		9		17		41			37			25			22			10			9		676			610
Dana Commercial Credit																13			3			13			3		350			291
Other		18		20		1		1		(64	)		(58	)		(27	)		(45	)		25			3		41			13
Continuing Operations		2,300		2,050		56		56		38			72			60			47			60			47		4,167			3,941
Discontinued Operations													19			2			15			2			15
Unusual Items Excluded from Performance Measurement										(277	)		(5	)		(195	)		6			(195	)		6
Consolidated	$	2,300	$	2,050	$	56	$	56	$	(239	)	$	86		$	(133	)	$	68		$	(133	)	$	68	$	4,167		$	3,941
North America	$	1,456	$	1,388	$	28	$	22	$	16		$	78		$	11		$	46		$	(20	)	$	13	$	2,230		$	1,478
Europe		487		381		37		22		41			29			33			24			23			15		1,224			1,021
South America		172		126		63		43		23			23			14			14			10			11		384			222
Asia Pacific		185		155		6		1		14			10			8			6			5			2		198			158
Dana Commercial Credit																13			3			13			3		350			291
Other										(56	)		(68	)		(19	)		(46	)		29			3		(219	)		771
Continuing Operations		2,300		2,050		134		88		38			72			60			47			60			47		4,167			3,941
Discontinued Operations													19			2			15			2			15
Unusual Items Excluded from Performance Measurement										(277	)		(5	)		(195	)		6			(195	)		6
Consolidated	$	2,300	$	2,050	$	134	$	88	$	(239	)	$	86		$	(133	)	$	68		$	(133	)	$	68	$	4,167		$	3,941
Information for Discontinued Operations		342		473		2		3

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

Page 23

Investor Relations
Dana Corporation
Quarterly Financial Information (Unaudited)
For the Twelve Months Ended December 31, 2004
(in millions)

					Inter-
					Segment										Operating
	External Sales				Sales				EBIT						PAT						Net Profit						Net Assets
	04		03		04		03		04			03			04			03			04			30			04			03
Automotive Systems Group	$	6,658	$	5,927	$	187	$	149	$	340		$	339		$	238		$	242		$	106		$	111		$	3,100		$	3,027
Heavy Vehicle Technologies and Systems Group		2,322		1,924		35		75		173			130			106			79			48			27			676			610
Dana Commercial Credit																29			21			29			21			350			291
Other		76		67		7		6		(228	)		(221	)		(163	)		(211	)		27			(28	)		41			13
Continuing Operations		9,056		7,918		229		230		285			248			210			131			210			131			4,167			3,941
Discontinued Operations										84			90			52			52			52			52
Unusual Items Excluded from Performance Measurement										(292	)		(1	)		(180	)		39			(180	)		39
Consolidated	$	9,056	$	7,918	$	229	$	230	$	77		$	337		$	82		$	222		$	82		$	222		$	4,167		$	3,941
North America	$	6,010	$	5,473	$	109	$	88	$	196		$	245		$	123		$	150		$	15		$	30		$	2,230		$	1,478
Europe		1,775		1,455		127		81		141			113			105			88			72			55			1,224			1,021
South America		626		441		212		165		97			70			59			43			48			33			384			222
Asia Pacific		645		549		28		3		39			47			25			30			11			15			198			158
Dana Commercial Credit																29			21			29			21			350			291
Other										(188	)		(227	)		(131	)		(201	)		35			(23	)		(219	)		771
Continuing Operations		9,056		7,918		476		337		285			248			210			131			210			131			4,167			3,941
Discontinued Operations										84			90			52			52			52			52
Unusual Items Excluded from Performance Measurement										(292	)		(1	)		(180	)		39			(180	)		39
Consolidated	$	9,056	$	7,918	$	476	$	337	$	77		$	337		$	82		$	222		$	82		$	222		$	4,167		$	3,941
Information for Discontinued Operations		1,949		2,153		16		14

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

Page 24

EX-99.2

Dana Corporation 2004 4thQuarter & Full-Year Results February 23, 2005 (c) Dana Corporation, 2005 Certain statements contained in this presentation 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; increases in commodity costs, including steel, that cannot be recouped in product pricing; our ability and that of our customers to achieve projected sales and production levels; the continued availability of necessary goods and services from our suppliers; competitive pressures on our sales and pricing; the continued success of our cost reduction and cash management programs, long-term transformation and U.S. tax loss carryforward utilization strategies; 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 presentation.

Agenda 2004 Highlights Mike Burns Financial summary Operational review Detailed Financial Review Bob Richter Fourth-quarter results Full-year results 2005 guidance 2005 Outlook Mike Burns (c) Dana Corporation. Dated February 23, 2005.

2004 Highlights Year-over-year sales increased 14% to $9.1 billion Renewed focus on global OE customers Adopted disciplined program management approach - from quotation to launch Improved PPM performance by more than 75% Excluding unusual items, net income increased 43% despite steel costs Added $700 million in net new business through 2007 Regained investment-grade credit rating (c) Dana Corporation. Dated February 23, 2005.

Financial Overview (c) Dana Corporation. Dated February 23, 2005. 2004 2003 Fourth Quarter 2004 2003 Full Year ($ Millions, except per share data)

2004 Sales Growth $9,056 million in 2004 vs. $7,918 million in 2003 Year-over-year increase of 14% Favorable currency - $300 million Increased volume/pricing - $440 million Net new business - $400 million (c) Dana Corporation. Dated February 23, 2005.

2004 Impacts on Net Income With DCC on an Equity Basis* Net income, excluding unusual items $262 Steel (70) Tax benefits 64 Unusual items, net of tax - - Divestitures (30) - - Realignments (54) - - Debt repurchase (96) (Millions) (c) Dana Corporation. Dated February 23, 2005. *Comparable GAAP measures available at www.dana.com/investors

Automotive Systems Performance Sales OPAT 2004 2004 2003 2003 Chg. Chg. Steel Cost Q1 $1,757 $1,543 14% $71 $57 25% $1 Q2 1,767 1,532 15 72 66 9 7 Q3 1,583 1,432 11 46 52 (12) 13 Q4 1,738 1,569 11 49 67 (27) 20 Results $6,845 $6,076 13% $238 $242 (2)% $41 (Millions) 2004 (c) Dana Corporation. Dated February 23, 2005.

Heavy Vehicle Performance Sales OPAT 2004 2004 2003 2003 Chg. Chg. Q1 $587 $476 23% $24 $15 60% $1 Q2 601 519 16 31 19 63 3 Q3 570 488 17 26 23 13 3 Q4 599 516 16 25 22 14 7 Results $2,357 $1,999 18% $106 $79 34% $14 (Millions) (c) Dana Corporation. Dated February 23, 2005. Steel Cost 2004

Renewed Focus on Our Diverse Customer Base Next 5: PACCAR, Navistar, Renault-Nissan, Volvo Truck , Toyota Light Vehicle 0.6 Commercial 0.25 Off-Highway 0.15 Detroit Big 3 0.45 Next 5 0.18 Other 0.37 Based on full-year 2004 sales for continuing operations (c) Dana Corporation. Dated February 23, 2005.

OE Customer Focus Global business development Approaching customers as "Dana" New tools and robust processes "Batting average" clearly getting better Program management Consistent, disciplined, cross-functional approach: business development, engineering, purchasing, manufacturing, and finance PPM performance for all customers improved more than 75% year-over-year (c) Dana Corporation. Dated February 23, 2005.

Cumulative Net New Business Estimates based on Dana's review of the projected production schedules of our customers Automotive Systems Heavy Vehicle Technologies & Systems 2005 2006 2007 Pluses Minuses ($ Millions) Net $410M vs. 2004 Net $250M vs. 2005 Net $300M vs. 2006 (c) Dana Corporation. Dated February 23, 2005. Slide contains forward-looking information. Actual results may differ materially. See cautionary statement on Slide 1.

BMW 5-Series AWD Cadillac STS-V Chevrolet Z06 Corvette Dodge Charger Ferrari Superamerica Ford Fusion Ford F-150 Harley-Davidson Honda Ridgeline Infiniti M45/M35 Kia Rio Land Rover Range Rover Sport Lexus GX 470 Lexus RX 330 Thundercloud Lincoln Zephyr Lincoln Mark LT Mercedes-Benz M-Class Mini Cooper S automatic Mitsubishi Eclipse Mitsubishi Raider Saturn Sky Subaru B9 Tribeca Toyota Avalon Porsche 911 Carrera, Carrera S Cabriolet 19 of 23 vehicles contain Dana products 2005 North American International Auto Show 23 Worldwide Production Launches (c) Dana Corporation. Dated February 23, 2005.

Hummer H3 Z06 Corvette Land Rover LR3 Ford Escape Hybrid 2005 Launches (c) Dana Corporation. Dated February 23, 2005. Toyota Tacoma

Additions to Leadership Team Additions to Leadership Team Bruce C. Carver Chief Information Officer Centralized purchasing Supply base rationalization Paul Miller Chief Purchasing Officer (c) Dana Corporation. Dated February 23, 2005. Enterprise-wide systems Consolidating operations Consolidating operations Consolidating operations

Excluding Unusual Items AAG As Reported Q4 Income Statement With DCC on an Equity Basis* Unusual Items Debt Realignment DCC (c) Dana Corporation. Dated February 23, 2005. (Millions) *Comparable GAAP measures available at www.dana.com/investors

Automotive 1,738 1,569 11 49 67 (27) Heavy Vehicle 599 516 16 25 22 14 DCC 13 3 333 Other (37) (35) (6) (27) (45) 40 Results from Cont. Operations 2,300 2,050 12 60 47 28 Discontinued Ops.* 2 15 Unusual Items (195) 6 Consolidated 2,300 2,050 12 (133) 68 (296) % % $ $ $ $ 4th Quarter Segment Comparison Sales OPAT 2004 2004 2003 2003 Chg. Chg. (Millions) % % $ $ $ $ * Q4 sales from discontinued operations were $342 in 2004 vs. $473 in 2003 % $ $ $ $ % (c) Dana Corporation. Dated February 23, 2005.

2004 Income Statement With DCC on an Equity Basis* (c) Dana Corporation. Dated February 23, 2005. Excluding Unusual Items DCC As Reported Realignment AAG Knorr Unusual Items * Comparable GAAP measures available at www.dana.com/investors (Millions) Debt

Automotive 6,845 6,076 13 238 242 (2) Heavy Vehicle 2,357 1,999 18 106 79 34 DCC 29 21 38 Other (146) (157) (7) (163) (211) (23) Results from Cont. Operations 9,056 7,918 14 210 131 60 Discontinued Ops.* 52 52 Unusual Items (180) 39 Consolidated 9,056 7,918 14 82 222 (63) % % $ $ $ $ Full-Year Segment Comparison Sales OPAT 2004 2004 2003 2003 Chg. Chg. (Millions) % % $ $ $ $ * Sales from discontinued operations were $1,949 in 2004 vs. $2,153 in 2003 % $ $ $ $ % (c) Dana Corporation. Dated February 23, 2005.

2004 2003 Fourth Quarter 2004 2003 Full Year Income Statement With DCC on an Equity Basis* (c) Dana Corporation. Dated February 23, 2005. * Comparable GAAP measures available at www.dana.com/investors (Millions)

2004 2003 Fourth Quarter 2004 2003 Full Year Cash Flow Statement With DCC on an Equity Basis * (c) Dana Corporation. Dated February 23, 2005. *Comparable GAAP measures available at www.dana.com/investors (Millions)

Capital Structure With DCC on an Equity Basis* (c) Dana Corporation. Dated February 23, 2005. *Comparable GAAP measures available at www.dana.com/investors

Net Debt and Capitalization Progress Net Debt/Capital % 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 3/4/2004 1820 0.464 6/4/2004 1765 0.452 9/4/2004 1979 0.469 12/30/2004 1281 0.345 ($ Millions) (c) Dana Corporation. Dated February 23, 2005.

December 31, 2004 Debt Portfolio Maturities do not reflect swap valuation adjustments (c) Dana Corporation. Dated February 23, 2005. 2005 2006 2007 2008 2009 2010 2011 2015 2028 2029 Domestic STD 250 Sr Notes 150 350 74.478 125.5 450 165.05 268.25 Other 38.952 6.07 5.785 3.38 2.828 175.522 720.83 289 6 6 153 75 352 126 Excluding DCC

December 31, 2004 Liquidity Excluding DCC Lines Drawn Available (Millions) Excludes committed borrowing lines related to foreign operations. (c) Dana Corporation. Dated February 23, 2005.

12/01 Total Portfolio Assets - $2,200 Dana Credit Corporation Portfolio Analysis ($ Millions) VASG 85 50 45 RESG 170 406 494 CMG 691 Value-Added Services Retained Real Estate Capital Markets 12/04 Total Portfolio Assets - $830 VASG 120 10 50 RESG 170 900 0 CMG 410 (c) Dana Corporation. Dated February 23, 2005.

2005 Light Vehicle Production (Units Millions) (c) Dana Corporation. Dated February 23, 2005. Slide contains forward-looking information. Actual results may differ materially. See cautionary statement on Slide 1. 2001 2002 2003 2004T 2005P 2006P 2007F East 415 443 20.5 21.8 22.7 23.9 575 2001 2002 2003 2004T 2005P 2006P 2007F East 477 466 1.9 2.4 2.6 2.7 451 2001 2002 2003 2004T 2005P 2006P 2007F East 48 55 15.9 15.8 15.8 16.1 75 2001 2002 2003 2004T 2005P 2006P 2007F East 278 260 19.6 20.5 20.7 21.3 358

2005 NAFTA Vehicle Production Class 5-7 Class 8 1999 241 333 2000 215 252 2001 176 146 2002 189 181 2003 196 177 2004T 232 259 2005P 256 293 2006P 266 337 (Units Thousands) Heavy (Class 8) + 13.1% Medium (Class 5-7) + 10.3% (c) Dana Corporation. Dated February 23, 2005. Slide contains forward-looking information. Actual results may differ materially. See cautionary statement on Slide 1.

2003 2004T 2005P 2006P 2007F East 480 526 549 564 575 2003 2004T 2005P 2006P 2007F East 452 450 453 447 451 2003 2004T 2005P 2006P 2007F East 61 65 69 73 75 2005 Off-Highway Vehicle Production 2003 2004T 2005P 2006P 2007F East 281 325 353 361 358 (Units Thousands) (c) Dana Corporation. Dated February 23, 2005. Slide contains forward-looking information. Actual results may differ materially. See cautionary statement on Slide 1.

2005 Steel Outlook Estimated adverse impact of $100 million after tax, net of customer recoveries, vs. 2003 levels Cost-reduction programs underway Scrap prices are down and demand is moderating, but prices are not following Uncertainty exists (c) Dana Corporation. Dated February 23, 2005. Slide contains forward-looking information. Actual results may differ materially. See cautionary statement on Slide 1.

2005 Guidance ($ Millions, except per share data) Sales $9,600 Net Income* $210 - $245 EPS* $1.40 - $1.62 * Excludes unusual items (c) Dana Corporation. Dated February 23, 2005. Slide contains forward-looking information. Actual results may differ materially. See cautionary statement on Slide 1.

2005 Free Cash Flow Outlook $ Millions, with DCC on an Equity Basis (c) Dana Corporation. Dated February 23, 2005. Slide contains forward-looking information. Actual results may differ materially. See cautionary statement on Slide 1.

2005 Strategic Goals Profitable sales growth at twice the rate of the global vehicle market Reinvest in business: New technologies New products Strategic acquisitions and joint ventures Deliver best-quality products, on-time to our customers Expand geographically in growth markets (c) Dana Corporation. Dated February 23, 2005. Slide contains forward-looking information. Actual results may differ materially. See cautionary statement on Slide 1.

2005 Strategic Goals Increase earnings through accelerated cost and productivity initiatives Leverage our new, consolidated purchasing function Deploy lean manufacturing in every plant Apply value engineering to every product Continue standardizing administrative processes Maintain a strong balance sheet (c) Dana Corporation. Dated February 23, 2005. Slide contains forward-looking information. Actual results may differ materially. See cautionary statement on Slide 1.

Summary Improved earnings despite commodity prices Solid balance sheet Shared future with our customers Focused on: Top-line growth Earnings growth Execution is essential (c) Dana Corporation. Dated February 23, 2005.

Questions 69

71 Supplemental Slides

Capital Structure Reconciliation as of December 31, 2003 (c) Dana Corporation. Dated February 23, 2005.

Capital Structure Reconciliation as of December 31, 2004 (c) Dana Corporation. Dated February 23, 2005.

Dana's Net New Business 2005 2006 2007 ($ Millions) $155 145 $300 ASG $285 $150 HVTSG 125 100 TOTAL $410 $250 Jan-2005 77 (c) Dana Corporation. Dated February 23, 2005. Slide contains forward-looking information. Actual results may differ materially due to factors discussed on slide 1 Estimates based on Dana's review of the projected production schedules of our customers

www.dana.com 79