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FORM 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): April 20, 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 April 20, 2005, Dana Corporation (Dana) issued a news release regarding its earnings for the fiscal quarter ended March 31, 2005. 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 Ended March 31, 2005 and 2004; (ii) Dana Corporation (Including Dana Credit Corporation on an Equity Basis), Condensed Balance Sheets (Unaudited) as of March 31, 2005 and December 31, 2004; and (iii) Dana Corporation (Including Dana Credit Corporation on an Equity Basis), Cash Flow Impacts on Net Debt (Unaudited) for the Three Months Ended March 31, 2005 and 2004. As accounting principles generally accepted in the United States (GAAP) require that Dana Credit Corporation (DCC) be included in Dana’s results 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 10:00 a.m. EDT on April 20, 2005, Dana’s Chairman and Chief Executive Officer, Michael J. Burns, and Chief Financial Officer, Robert C. Richter, will discuss Dana’s first quarter 2005 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) slide 3 (which presents net income excluding unusual items and earnings per share excluding unusual items); and (ii) slides 13, 14, 15 and 16 (which include DCC on an equity basis). Slides 28 and 29 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.

Item 9.01. Financial Statements and Exhibits.

(c)

Exhibits

	99.1	Press release dated April 20, 2005 (furnished but not filed)

	99.2	Slides for April 20, 2005 conference call (furnished but not filed)

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)
Date: April 20, 2005	By:	/s/ Robert C. Richter
		Name:	Robert C. Richter
		Title:	Chief Financial Officer

Exhibit Index

99.1	Press release dated April 20, 2005

99.2	Slide presentation for April 20, 2005 conference call

EX-99.1

Exhibit 99.1


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

DANA CORPORATION REPORTS FIRST-QUARTER RESULTS

TOLEDO, Ohio – April 20, 2005 – Dana Corporation (NYSE: DCN) today announced that its 2005 first-quarter sales were $2.5 billion, compared to $2.3 billion during the same period last year. Net income for the quarter totaled $18 million, or 12 cents per share, versus $65 million, or 43 cents per share, for the period in 2004.

First-quarter 2004 net income included $13 million from the discontinued automotive aftermarket businesses that were sold in November, 2004. Additionally, first-quarter 2004 net income included $2 million of unusual net gains from the sale of Dana Credit Corporation assets, while unusual transactions in the first quarter of 2005 did not have a significant impact on net income.

Dana Chairman and CEO Mike Burns said 2005 first-quarter earnings were impacted by several external factors. “The single greatest factor impacting our earnings was roughly $32 million in additional steel costs that we incurred compared to the first quarter of 2004,” he said. “This is an after-tax number and is net of what we’ve recovered from our customers.

“In addition, this year’s results were affected by a component shortage from a principal supplier, which resulted in reduced shipments of heavy-duty axles in March,” Mr. Burns said. “The component shortage also affected the operating efficiency in our Heavy Vehicle group and led to significantly higher levels of inventory on other related components.

“Finally, the performance of our Automotive Systems Group was impacted by lower production on many of our key light vehicle platforms in North America.

“Against this challenging backdrop, we are stepping up our focus on those items within our control,” Mr. Burns said. “This means accelerating our cost-reduction actions to deliver savings to the bottom line, despite external challenges. We are also working hard to grow our top line. During the quarter, we were awarded net new business that will add approximately $60 million to full-year 2005 sales.”

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Page Two

Recent Actions Position Dana for Long-Term Success
Mr. Burns said Dana has also taken several recent actions that position the company to further leverage its capabilities and achieve success over the longer term:

	•	In February, Dana’s principal Brazilian subsidiary, Dana-Albarus, initiated a tender offer in Brazil for the 15.8 percent of its outstanding shares not held by Dana. Completion of this offer will enable Dana to consolidate all profits from this business, while at the same time saving the administrative costs associated with operating a separate public company.

	•	In March, Dana announced an agreement to form a 50/50 joint venture in China – Dongfeng Dana Axle Co. Ltd. The joint venture is expected to be established in the third quarter of this year, following government approvals. Dana will initially have a $60 million net investment in the joint venture, which will provide axles – and potentially other driveline products – for the growing Chinese commercial vehicle market.

	•	Earlier this month, Dana and IBM announced an agreement for IBM Business Consulting Services to provide Dana with administrative services in the human resources area, such as payroll and benefits, compensation, and recruitment and training. This move is designed to improve Dana’s flexibility in managing its human resource processes, as well as to deliver cost savings over the 10-year life of the contract.

Outlook
Commenting on the company’s near-term outlook, Mr. Burns said, “Our full-year guidance remains $1.30 to $1.45 per share.”

He continued, “As we put the recent component shortage behind us, and address other operational issues that have held back margin expansion in the Heavy Vehicle group over the past two quarters, we expect to more fully benefit over the remainder of the year from the strong demand anticipated in the North American commercial vehicle market.

“In the case of the Automotive Systems Group, the dominant issue has been the effect of higher steel prices,” Mr. Burns added. “The good news is that the market price for raw steel has decreased in recent months and demand appears to be moderating. Although the price we pay for forgings and other parts with high steel content has been slow to follow the decrease for a variety of reasons, we remain hopeful that we’ll see less pressure on steel and other material price increases during the balance of the year. Therefore, if light-duty production schedules for the balance of the year do not change significantly, we expect that our accelerated cost reduction efforts will lead to improved performance in this group as well.”

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Page Three

Quarterly Conference Call Scheduled Today at 10 a.m.
Dana will discuss its first-quarter results in a conference call at 10 a.m. (EDT) today. The call may be accessed via Dana’s web site (www.dana.com), where it will be accompanied by a brief slide presentation, or by dialing (800) 275-3210. Please dial into the conference five minutes prior to the call. An audio recording of this conference call will be available after 2 p.m. today. To access this recording, please dial (800) 537-8823. A webcast replay of the call will be available after 4 p.m. today and will be accessible via the Dana web site.

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 annually. A leading supplier of axle, driveshaft, engine, frame, chassis, and transmission technologies, Dana employs 46,000 people in 28 countries. Based in Toledo, Ohio, the company reported sales of $9.1 billion in 2004. Dana’s Internet address is: www.dana.com.

Forward-Looking Statements
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; 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 success of our cost reduction and cash management programs, long-term transformation, and U.S. tax loss carryforward utilization strategies; our ability to finalize the Brazilian tender offer and Dongfeng joint venture as contemplated; our ability to realize expected cost savings under the IBM agreement; 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.

# # #

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


	Three Months Ended March 31
	2005		2004

Sales	$	2,488	$	2,311


Income from continuing operations	$	18	$	52
Income from discontinued operations		—		13

Net income	$	18	$	65


Income from continuing operations	$	18	$	52
Less — Net gains from sales of DCC assets				(2	)

Income from continuing operations, excluding unusual items	$	18	$	50


Income from discontinued operations	$	—	$	13


Diluted earnings per share:
Income from continuing operations	$	0.12	$	0.34
Income from discontinued operations				0.09

Net income	$	0.12	$	0.43


Income from continuing operations, excluding unusual items	$	0.12	$	0.33
Income from discontinued operations, excluding unusual items				0.09

Net income, excluding unusual items		0.12		0.42
Unusual items				0.01

Net income	$	0.12	$	0.43

Page 1

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


	Three Months Ended March 31
	2005			2004
Net sales	$	2,488		$	2,311
Revenue from lease financing and other income (expense)		32			14

		2,520			2,325


Costs and expenses
Cost of sales		2,327			2,105
Selling, general and administrative expenses		136			134
Interest expense		43			51

		2,506			2,290


Income before income taxes		14			35
Income tax benefit					3
Minority interest		(3	)		(3	)
Equity in earnings of affiliates		7			17


Income from continuing operations		18			52

Income from discontinued operations					13


Net income	$	18		$	65


Basic earnings per share
Income from continuing operations	$	0.12		$	0.35
Income from discontinued operations					0.09

Net income	$	0.12		$	0.44


Diluted earnings per share
Income from continuing operations	$	0.12		$	0.34
Income from discontinued operations					0.09

Net income	$	0.12		$	0.43


Average shares outstanding -
For Basic EPS		149			148
For Diluted EPS		151			150

Page 2

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


	March 31		December 31
Assets	2005		2004
Current assets
Cash and cash equivalents	$	590	$	634
Accounts receivable
Trade		1,479		1,266
Other		379		444
Inventories		977		907
Other current assets		256		217


Total current assets		3,681		3,468

Investment in leases		277		281
Investments and other assets		3,025		3,145
Property, plant and equipment, net		2,106		2,153

Total assets	$	9,089	$	9,047

Liabilities and Shareholders’ Equity

Current liabilities
Notes payable	$	305	$	155
Accounts payable		1,407		1,317
Other current liabilities		1,138		1,217

Total current liabilities		2,850		2,689

Long-term debt		2,045		2,054
Deferred employee benefits and other noncurrent liabilities		1,689		1,746
Minority interest		126		123
Shareholders’ equity		2,379		2,435


Total liabilities and shareholders’ equity	$	9,089	$	9,047

Page 3

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


	Three Months Ended March 31
	2005			2004
Net income	$	18		$	65
Depreciation and amortization		83			93
Gain on divestitures and asset sales		(1	)		(4	)
Working capital increase		(266	)		(222	)
Other		(37	)		6

Net cash flows — operating activities		(203	)		(62	)

Purchases of property, plant and equipment		(70	)		(79	)
Payments received on leases and loans		4			4
Asset sales		35			103
Proceeds from partnership distributions		64			6
Other		1			(5	)

Net cash flows — investing activities		34			29

Net change in short-term debt		164			115
Proceeds from long-term debt					5
Payments on long-term debt		(20	)		(259	)
Dividends paid		(18	)		(18	)
Other		(1	)		5

Net cash flows — financing activities		125			(152	)

Net change in cash and cash equivalents		(44	)		(185	)
Cash and cash equivalents — beginning of period		634			731

Cash and cash equivalents — end of period	$	590		$	546

Page 4

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


	Three Months Ended March 31
	2005			2004
Net sales	$	2,488		$	2,311
Other income (expense)		18			7

		2,506			2,318


Costs and expenses
Cost of sales		2,331			2,114
Selling, general and administrative expenses		129			120
Interest expense		35			38

		2,495			2,272


Income before income taxes		11			46
Income tax expense					(11	)
Minority interest		(3	)		(3	)
Equity in earnings of affiliates		10			20


Income from continuing operations		18			52

Income from discontinued operations					13


Net income	$	18		$	65

Page 5

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


	March 31		December 31
Assets	2005		2004
Current assets
Cash and cash equivalents	$	564	$	619
Accounts receivable
Trade		1,479		1,266
Other		380		445
Inventories		977		907
Other current assets		234		192


Total current assets		3,634		3,429

Investments and other assets		3,310		3,337
Property, plant and equipment, net		1,969		2,015

Total assets	$	8,913	$	8,781

Liabilities and Shareholders’ Equity
Current liabilities
Notes payable	$	504	$	289
Accounts payable		1,407		1,317
Other current liabilities		1,212		1,269

Total current liabilities		3,123		2,875

Long-term debt		1,604		1,611
Deferred employee benefits and other noncurrent liabilities		1,683		1,739
Minority interest		124		121
Shareholders’ equity		2,379		2,435


Total liabilities and shareholders’ equity	$	8,913	$	8,781

Page 6

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


	Three Months Ended March 31
	2005			2004
Sources
Net income	$	18		$	65
Depreciation		78			83
Asset sales		19			14
Working capital increase		(250	)		(180	)

		(135	)		(18	)


Uses
Capital spend		(70	)		(76	)
Dividends		(18	)		(18	)
Restructuring cash payments		(8	)		(23	)
Net changes in other accounts		(36	)		14

		(132	)		(103	)


Cash change in net debt	$	(267	)	$	(121	)

Page 7

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


	Three Months Ended March 31, 2005
	Dana
	with DCC on					Elimination			Dana
	Equity Basis			DCC		Entries			Consolidated
Net sales	$	2,488		$		$			$	2,488
Other income (expense)		18			23		(9	)		32

		2,506			23		(9	)		2,520


Costs and expenses
Cost of sales		2,331					(4	)		2,327
Selling, general and administrative expenses		129			10		(3	)		136
Interest expense		35			10		(2	)		43

		2,495			20		(9	)		2,506


Income before income taxes		11			3		—			14
Income tax expense										—
Minority interest		(3	)							(3	)
Equity in earnings of affiliates		10			5		(8	)		7


Net income	$	18		$	8	$	(8	)	$	18

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 8

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


	Three Months Ended March 31, 2004
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
Net sales	$	2,311		$			$			$	2,311
Other income (expense)		7			22			(15	)		14


		2,318			22			(15	)		2,325


Costs and expenses
Cost of sales		2,114						(9	)		2,105
Selling, general and administrative expenses		120			20			(6	)		134
Interest expense		38			13						51

		2,272			33			(15	)		2,290


Income (loss) before income taxes		46			(11	)		—			35
Income tax benefit (expense)		(11	)		14						3
Minority interest		(3	)								(3	)
Equity in earnings of affiliates		20			6			(9	)		17


Income from continuing operations		52			9			(9	)		52

Income from discontinued operations		13									13


Net income	$	65		$	9		$	(9	)	$	65

Page 9

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

March 31, 2005

Dana

with DCC on

Elimination

Dana

Assets

Equity Basis

DCC

Entries

Consolidated

Current assets

Cash and cash equivalents

564

590

Accounts receivable

Trade

1,479

Other

380

262

(263

)

379

Inventories

977

Other current assets

234

151

(129

)

256

Total current assets

3,634

439

(392

)

3,681

Investment in leases

406

(129

)

277

Investments and other assets

3,310

402

(687

)

3,025

Property, plant and equipment, net

1,969

129

2,106

Total assets

8,913

1,255

(1,079

)

9,089

Liabilities and Shareholders’ Equity

Current liabilities

Notes payable

504

(256

)

305

Accounts payable

1,407

Other current liabilities

1,212

(137

)

1,138

Total current liabilities

3,123

120

(393

)

2,850

Long-term debt

1,604

441

2,045

Deferred employee benefits and other noncurrent liabilities

1,683

334

(328

)

1,689

Minority interest

124

126

Shareholders’ equity

2,379

358

(358

)

2,379

Total liabilities and shareholders’ equity

8,913

1,255

(1,079

)

9,089

Page 10

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

December 31, 2004

Dana

with DCC on

Elimination

Dana

Assets

Equity Basis

DCC

Entries

Consolidated

Current assets

Cash and cash equivalents

619

634

Accounts receivable

Trade

1,266

Other

445

208

(209

)

444

Inventories

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

130

2,153

Total assets

8,781

1,246

(980

)

9,047

Liabilities and Shareholders’ Equity

Current liabilities

Notes payable

289

(202

)

155

Accounts payable

1,317

Other current liabilities

1,269

(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

123

Shareholders’ equity

2,435

350

(350

)

2,435

Total liabilities and shareholders’ equity

8,781

1,246

(980

)

9,047

Page 11

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


	Three Months Ended March 31, 2005
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
Sources
Net income	$	18		$	8		$	(8	)	$	18
Depreciation		78			5						83
Asset sales		19			16						35
Working capital increase		(250	)		(7	)		(1	)		(258	)

		(135	)		22			(9	)		(122	)


Uses
Capital spend		(70	)								(70	)
Dividends		(18	)								(18	)
Restructuring cash payments		(8	)								(8	)
Net changes in other accounts		(36	)		3			63			30

		(132	)		3			63			(66	)

Cash change in net debt	$	(267	)	$	25		$	54		$	(188	)


Analysis of components of increase (decrease) in net debt:
Net change in short-term debt	$	218		$			$	(54	)	$	164
Net payments on long-term debt		(6	)		(14	)					(20	)
Change in cash		55			(11	)					44

Cash change in net debt		267			(25	)		(54	)		188
Non-cash changes in net debt		(4	)		1						(3	)

Total change in net debt	$	263		$	(24	)	$	(54	)	$	185

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 12

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


	Three Months Ended March 31, 2004
	Dana
	with DCC on						Elimination			Dana
	Equity Basis			DCC			Entries			Consolidated
Sources
Net income	$	65		$	9		$	(9	)	$	65
Depreciation		83			10						93
Asset sales		14			89						103
Working capital increase		(180	)		(8	)		(11	)		(199	)

		(18	)		100			(20	)		62


Uses
Capital spend		(76	)		(3	)					(79	)
Dividends		(18	)								(18	)
Restructuring cash payments		(23	)								(23	)
Net changes in other accounts		14			(22	)		20			12

		(103	)		(25	)		20			(108	)


Cash change in net debt	$	(121	)	$	75		$	—		$	(46	)


Analysis of components of increase (decrease) in net debt:
Net change in short-term debt	$	145		$	(30	)	$			$	115
Net payments on long-term debt		(237	)		(17	)					(254	)
Change in cash — continuing operations		213			(28	)					185

Cash change in net debt		121			(75	)		—			46
Non-cash changes in net debt		16			(27	)					(11	)

Total change in net debt	$	137		$	(102	)	$	—		$	35

Page 13

Investor Relations
Dana Corporation
Quarterly Financial Information (Unaudited)
For the Quarter Ended March 31, 2005
(in millions)


	External Sales				Inter-Segment Sales				EBIT						Operating PAT						Net Profit						Net Assets
	05		04		05		04		05			04			05			04			05			04			05			04
Automotive Systems Group	$	1,810	$	1,712	$	37	$	45	$	59		$	103		$	40		$	71		$	5		$	40		$	3,169		$	3,031
Heavy Vehicle Technologies and Systems Group		674		578		8		9		40			39			25			24			8			10			746			637
Dana Commercial Credit																6			7			6			7			358			301
Other		4		21		1		2		(59	)		(59	)		(53	)		(52	)		(1	)		(7	)		9			(29	)

Continuing Operations		2,488		2,311		46		56		40			83			18			50			18			50			4,282			3,940

Discontinued Operations													25						13						13
Unusual Items Excluded from Performance Measurement										(2	)		(1	)					2						2

Consolidated	$	2,488	$	2,311	$	46	$	56	$	38		$	107		$	18		$	65		$	18		$	65		$	4,282		$	3,940


North America	$	1,586	$	1,594	$	27	$	27	$	24		$	83		$	12		$	54		$	(16	)	$	25		$	2,308		$	2,165
Europe		532		438		42		30		38			30			26			22			16			14			1,223			1,136
South America		209		130		59		44		22			18			14			11			10			9			411			312
Asia Pacific		161		149		5		1		10			8			7			5			3			2			206			183
Dana Commercial Credit																6			7			6			7			358			301
Other										(54	)		(56	)		(47	)		(49	)		(1	)		(7	)		(224	)		(157	)

Continuing Operations		2,488		2,311		133		102		40			83			18			50			18			50			4,282			3,940

Discontinued Operations													25						13						13
Unusual Items Excluded from Performance Measurement										(2	)		(1	)					2						2

Consolidated	$	2,488	$	2,311	$	133	$	102	$	38		$	107		$	18		$	65		$	18		$	65		$	4,282		$	3,940

Information for Discontinued Operations				510				4																							945

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 14

EX-99.2

EXHIBIT 99.2

Dana Corporation First-Quarter 2005 Results April 20, 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 success of our cost reduction and cash management programs, long-term transformation, and U.S. tax loss carryforward utilization strategies; our ability to finalize the Brazilian tender offer and Dongfeng joint venture as contemplated; our ability to realize expected cost savings under the IBM agreement; 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 First-Quarter Overview Mike Burns Financial summary Operational review Detailed Financial Review Bob Richter First-quarter results 2005 guidance Wrap-Up Mike Burns (c) Dana Corporation. Dated April 20, 2005.

Financial Overview Q1 - 2005 Q1 -2004 ($ Millions, except per share data) (c) Dana Corporation. Dated April 20, 2005. * Non-GAAP Measure

First-Quarter Challenges Impact of Steel Remained Significant Heavy-Vehicle Component Shortage Lower Light-Vehicle Production Levels (c) Dana Corporation. Dated April 20, 2005.

2005 Steel Outlook Estimated adverse impact of $110 million after tax, net of customer recoveries, vs. previous outlook of $100 million Scrap prices are down and demand is moderating, but prices are not following Uncertainty persists (c) Dana Corporation. Dated April 20, 2005. Slide contains forward-looking information. Actual results may differ materially. See cautionary statement on Slide 1 9

Component Shortage Heavy-duty axle shipments affected in March Corrective actions taken by supplier Product available to make April shipments Situation now essentially behind us (c) Dana Corporation. Dated April 20, 2005.

2005 Light-Vehicle Demand Our guidance is now 15.7 million units 60% light truck; 40% passenger car* Production outlook* Q1 '05 vs Q1 '04 ............ (4.5)% Q2 '05 vs Q2 '04 ............ (0.9)% Our key platforms Ford: F-Series, Explorer, Econoline, Expedition GM: Express/Savana van, Colorado/Canyon Chrysler: Jeep Wrangler Nissan: Titan/Armada Toyota: Tundra/Sequoia * Source: Global Insight (c) Dana Corporation. Dated April 20, 2005.

2005 Business Unit Performance ASG HVTSG * Net of Customer Recoveries ($ Millions) (c) Dana Corporation. Dated April 20, 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 Net $470M vs. 2004 Net $320M vs. 2005 Net $340M vs. 2006 ($ Millions) $1.1 billion in incremental new business (c) Dana Corporation. Dated April 20, 2005. Slide contains forward-looking information. Actual results may differ materially. See cautionary statement on Slide 1

Net New Business Highlights Others 0.8 Traditional Big 3 0.2 Non-North America 0.7 North America 0.3 (c) Dana Corporation. Dated April 20, 2005.

Long-Term Success Three actions we are undertaking to better position Dana for long-term success: Buyout of minority interest in Dana's principal Brazilian subsidiary, Dana-Albarus Agreement to form a 50/50 joint venture - Dongfeng Axle Co., Ltd. -- in China Agreement with IBM to provide administrative services in Human Resource areas for Dana (c) Dana Corporation. Dated April 20, 2005.

Automotive 1,847 1,757 5 40 71 (44) Heavy Vehicle 682 587 16 25 24 4 DCC 6 7 (14) Other (41) (33) (24) (53) (52) (2) Results from Cont. Operations 2,488 2,311 8 18 50 (64) Discontinued Ops.* 13 N/M Unusual Items 2 N/M Consolidated 2,488 2,311 8 18 65 (72) % % $ $ $ $ 1st Quarter Segment Comparison Sales OPAT 2005 2005 2004 2004 Chg. Chg. (Millions) % % $ $ $ $ % $ $ $ $ % * Q1 sales from discontinued operations were $510 in 2004. (c) Dana Corporation. Dated April 20, 2005.

Excluding Unusual Items As Reported Q1 2005 Income Statement With DCC on an Equity Basis* **Unusual Items DCC Asset Sales** (Millions) *Comparable GAAP measures available at www.dana.com/investors (c) Dana Corporation. Dated April 20, 2005.

Q1 - 2005 Q1 - 2004 Income Statement With DCC on an Equity Basis* (Millions) (c) Dana Corporation. Dated April 20, 2005. *Comparable GAAP measures available at www.dana.com/investors

Cash Flow Statement With DCC on an Equity Basis * Q1 - 2005 Q1 - 2004 (Millions) (c) Dana Corporation. Dated April 20, 2005. *Comparable GAAP measures available at www.dana.com/investors

Capital Structure With DCC on an Equity Basis* (c) Dana Corporation. Dated April 20, 2005. *Comparable GAAP measures available at www.dana.com/investors

Net Debt 12/2/2002 1964 3/3/2003 2138 6/3/2003 1999 9/3/2003 1899 12/3/2003 1683 3/4/2004 1820 6/4/2004 1765 9/4/2004 1979 12/30/2004 1281 3/31/2005 1544 (Millions) Denotes Seasonal Working Capital Increase (c) Dana Corporation. Dated April 20, 2005.

March 31, 2005 Debt Portfolio Maturities do not reflect swap valuation adjustments Excluding Debt Maturities of DCC 2005 2006 2007 2008 2009 2010 2011 2015 2028 2029 Domestic STD 215 Sr Notes 2.071 150 349.2 74.127 125.06 450 164.207 265.713 DCC Loan to Dana 238.9 4.05 4.05 4.688 3.01 5.742 International 46.997 503 4 353 155 80 125 450 164 266 4 2005 2006 2007 2008 2009 2010 2011 2015 2028 2029 Domestic STD 215 Sr Notes 2.071 150 349.2 74.127 125.06 450 164.207 265.713 DCC Loan to Dana 238.9 4.05 4.05 4.688 3.01 5.742 International 46.997 (c) Dana Corporation. Dated April 20, 2005.

12/01 Total Portfolio Assets - $2,200 Dana Credit Corporation Portfolio Analysis ($ Millions) VASG 25 110 45 RESG 170 405 495 CMG 705 Value-Added Services Retained Real Estate Capital Markets 3/05Total Portfolio Assets - $755 VASG 120 10 50 RESG 170 900 0 CMG 410 (c) Dana Corporation. Dated April 20, 2005.

2005 Guidance (c) Dana Corporation. Dated April 20, 2005. Slide contains forward-looking information. Actual results may differ materially. See cautionary statement on Slide 1 Full-Year Guidance EPS $1.30 - $1.45 Midpoint of Guidance EPS $ 1.38 Diluted Shares MM x 151 Midpoint of Guidance $MM $ 208 First Quarter Net Income $MM $ 18 Income Needed in next Nine Months $MM $ 190 ÷3 Average per Quarter $MM $ 63 How do we get from $18 MM in Q1 to $63 MM/Qtr?

Walk Forward ($ Millions) (c) Dana Corporation. Dated April 20, 2005. Slide contains forward-looking information. Actual results may differ materially. See cautionary statement on Slide 1 First Quarter Net Income $ 18 "One Time" Items, incl. effect of component shortage 6 Steel Surcharges, net of recoveries 9 DCC Earnings (4) Other Affiliate Earnings 4 Net New Business 12 Cost Reduction Initiatives 18 $ 63

2005 Revised Free Cash Flow Outlook With DCC on an Equity Basis (Millions) (c) Dana Corporation. Dated April 20, 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 Increase earnings through accelerated cost and productivity initiatives Maintain a strong balance sheet (c) Dana Corporation. Dated April 20, 2005.

Wrap-Up Component shortage is behind us Focusing on other operational issues holding back margins Accelerating cost saving initiatives Net new business growth Unknowns Can light-duty vehicle production remain relatively stable? Will there be less pressure on steel and other material price increases? (c) Dana Corporation. Dated April 20, 2005. Slide contains forward-looking information. Actual results may differ materially. See cautionary statement on Slide 1

Questions (c) Dana Corporation, 2005 49

Supplemental Slides (c) Dana Corporation, 2005 51

Dana's Net New Business $160 180 $340 ASG $295 $205 HVTSG 175 115 TOTAL $470 $320 2005 2006 2007 $155 145 $300 ASG $280 $150 HVTSG 125 100 TOTAL $410 $250 Q1-2005 Q4-2004 ($ Millions) Incremental Wins Since Last Conf. Call $ 60 $ 40 = $ 70 $170M (c) Dana Corporation. Dated April 20, 2005. Slide contains forward-looking information. Actual results may differ materially. See cautionary statement on Slide 1 53

Capital Structure Reconciliation as of December 31, 2004 (c) Dana Corporation. Dated April 20, 2005.

Capital Structure Reconciliation as of March 31, 2005 (c) Dana Corporation. Dated April 20, 2005.