##### Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



FORM 10-K



x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE  SECURITIES EXCHANGE ACT OF 1934



|For the fiscal year ended August 31, 2003 |  | Commission file number 1-9967
|----------------------------------------- |  | -----------------------------



AMCAST INDUSTRIAL
CORPORATION

(Exact name of registrant as specified in its charter)



|OHIO                     |  | 31-0258080                          
|------------------------ |  | ------------------------------------
|(State of Incorporation) |  | (I.R.S. employer identification no.)



|7887 Washington Village Drive, Dayton, Ohio |  | 45459     
|------------------------------------------- |  | ----------
|                                           
|(Address of principal executive offices)    |  | (Zip Code)



(937) 291-7000

---

(Registrants telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Act:



|Title of Each Class                                              |  | Name of Each Exchange on Which Registered
|---------------------------------------------------------------- |  | -----------------------------------------
|Common Shares, without par value Preferred Share Purchase Rights |  | None                                     



Securities registered
pursuant to Section 12(g) of the Act:



Common Shares,
without par value

Preferred Share Purchase Rights



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.    Yes  x        No ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in the definitive proxy or in information statements incorporated by reference in Part III of this Form 10K or any amendment to
this Form 10-K.    x



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes ̈No  x



Aggregate market value of common shares, no par value, held by non-affiliates of the registrant (assuming only for the purposes of this computation that
directors and officers may be affiliates) as of March 2, 2003$12,967,626.



Number of common shares outstanding, no par value, as of September 28, 20039,264,234 shares.



Documents Incorporated by Reference



Part IIIPortions of Proxy Statement for the Annual Meeting of Shareholders to be held on December 17, 2003, definitive copies of which will be filed
with the Commission within 120 days of the Companys fiscal year end.



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##### Table of Contents

AMCAST INDUSTRIAL CORPORATION



TABLE OF CONTENTS



|         |  |                                                                                                |  | Page
|-------- |  | ---------------------------------------------------------------------------------------------- |  | ----
|Item 1.  |  | Business                                                                                       |  | 3   
|         |  |                                                                                               
|Item 2.  |  | Properties                                                                                     |  | 7   
|         |  |                                                                                               
|Item 3.  |  | Legal Proceedings                                                                              |  | 8   
|         |  |                                                                                               
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                            |  | 8   
|         |  | Executive Officers of Registrant                                                               |  | 9   
|         |  |                                                                                               
|Item 5.  |  | Market for Registrants Common Equity and Related Stockholder Matters                          |  | 10  
|         |  |                                                                                               
|Item 6.  |  | Selected Financial Data                                                                        |  | 11  
|         |  |                                                                                               
|Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operation           |  | 11  
|         |  |                                                                                               
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                     |  | 20  
|         |  |                                                                                               
|Item 8.  |  | Financial Statements and Supplementary Data                                                    |  | 21  
|         |  |                                                                                               
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures          |  | 45  
|         |  |                                                                                               
|Item 10. |  | Directors and Executive Officers of the Registrant                                             |  | 45  
|         |  |                                                                                               
|Item 11. |  | Executive Compensation                                                                         |  | 45  
|         |  |                                                                                               
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 45  
|         |  |                                                                                               
|Item 13. |  | Certain Relationships and Related Transactions                                                 |  | 46  
|         |  |                                                                                               
|Item 14. |  | Controls and Procedures                                                                        |  | 46  
|         |  |                                                                                               
|Item 15. |  | Principal Accounting Fees and Services                                                         |  | 46  
|         |  |                                                                                               
|Item 16. |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                                |  | 46  



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##### Table of Contents

PART I



ITEM 1BUSINESS



Amcast Industrial
Corporation, an Ohio corporation incorporated in 1869, and its subsidiaries (called collectively Amcast or the Company) are engaged in the business of manufacturing technology-intensive metal products in a variety of shapes, sizes, and metals for
sale to end users, distributor and wholesaler organizations, and original equipment manufacturers and suppliers. The Company serves three major sectors of the economy: automotive, construction, and industrial. Manufacturing facilities are located in
the United States of America, primarily in the Midwest.



The Company operates
in two business segments  (1) Flow Control Products, a leading supplier of copper and brass fittings for the industrial, commercial, and residential construction markets, and (2) Engineered Components, a leading supplier of aluminum wheels and
aluminum components for automotive original equipment manufacturers. Information concerning the net sales, operating profit, and identifiable assets of each segment and sales by product category for years 2001 through 2003 appears under
Business Segments in the Notes to Consolidated Financial Statements.



STRATEGIC ACQUISITIONS AND DIVESTITURES



During 2003, the
Company sold all the capital stock of its wholly-owned subsidiary, ASW International II, B.V., which owned all of the stock of Speedline S.r.l. (Speedline), to Crown Executive Aviation Limited, a private company organized under the laws of the
United Kingdom. Principal products manufactured by Speedline, which was originally purchased by the Company in 1997, include aluminum wheels for passenger cars and trucks, as well as aluminum and magnesium racing wheels, aftermarket wheels, modular
wheels, and hubcaps. Unless otherwise indicated, all financial information included in this Report presents the results of Speedline as a discontinued operation.



During 2001, the Company purchased the remaining 40% share in Casting Technology Company (CTC), from Izumi Industries, LTD, bringing
Amcasts total ownership to 100%. The acquisition of the Izumi partnership interest in CTC enabled the Company to continue to use proprietary squeeze casting technology in the production of aluminum vehicle suspension components.



FLOW CONTROL PRODUCTS



The Flow Control Products segment (Flow Control) includes the businesses of Elkhart Plumbing (Elkhart), Elkhart Industrial (Geneva), Lee
Brass Company (Lee Brass), and Amcast Industrial Ltd. Elkhart produces a complete line of wrot copper fittings for use in residential, commercial, and industrial construction and markets brass pipe fittings and cast and fabricated metal products for
sale to original equipment manufacturers in the transportation, construction, air conditioning and refrigeration industries. Geneva fabricates custom copper and aluminum tubular parts. Lee Brass manufactures cast brass products for residential,
commercial, industrial, and marine plumbing systems as well as specific cast brass components unique to the application of original equipment manufacturers. Amcast Industrial Ltd. is the Canadian marketing channel for the Companys Flow Control
segment manufacturing units.



The Flow Control Products segment is one of three
major suppliers of copper fittings to the North American industrial, commercial, and residential plumbing markets as well as a leading supplier of copper and brass fittings for the industrial, commercial, and residential construction markets.
Products are sold through wholesalers, distributors, retail hardware stores and home centers, and to original equipment manufacturers and replacement parts distributors in the air conditioning and commercial refrigeration business. Shipments are
primarily made by common carrier from Company locations directly to customers. The Companys prime competitors in the plumbing markets are Mueller Industries, Inc., a publicly-owned company listed on the New York Stock



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##### Table of Contents

Exchange, and NIBCO Inc., a privately-held company headquartered in Elkhart, Indiana. The competition in the construction market is comprised of a number of
manufacturers of parts for air conditioning, refrigeration, and plumbing systems. The Company believes that competition is based on a number of factors including service levels, pricing, breadth of product offering, product quality, delivery, and
value. Some of the Companys competitors may have significantly greater financial resources than the Company.



The majority of the Flow Control Products segments business is based on customer purchase orders for their current product requirements. Such orders are filled from
inventory positions maintained in the regional warehouse distribution network. In certain situations, longer-term supply arrangements are in place with major customers. Such arrangements are of the type that stipulate a certain percentage of the
customers requirements to be delivered at a specific price over a set period of time. Such arrangements are beneficial to the Company in that they provide firm forecasts of demand that allow for efficient use of equipment and manpower.



See Properties at Item 2 of this report for information on the Companys
facilities that operate in this segment.



ENGINEERED COMPONENTS



The Engineered Components segment produces cast metal products for sale
to global original equipment manufacturers and tier-one suppliers in the automotive industry. The Companys manufacturing processes involve the melting of raw materials for casting into metal products having the configuration, flexibility,
strength, weight, and finish required for the customers end use. Products manufactured by this segment include aluminum castings for suspension, air conditioning, brake systems, and cast aluminum wheels for use on automobiles and light trucks.
Delivery is mostly by common carrier from Amcast locations directly to customers.



The Engineered Components segment is not solely dependent on a single customer; however, substantially all of the Engineered Components business is directly or indirectly dependent on the automobile manufacturing industry. Only one
customer, the General Motors Corporation (GM), accounted for greater than 10% of the Companys sales. Sales to various divisions of GM were $146.2 million, $142.4 million, and $117.9 million for 2003, 2002, and 2001, respectively.



Competition in the automotive components industry is global with numerous competitors.
There are approximately 25 competitors in the aluminum automotive component business serving the North American market. Principal competitors include Alcoa; Hayes Lemmerz International, Inc.; Intermet Corporation; Stahl Specialty Company, a
subsidiary of the Budd Co.; and Citation Corporation, some of which have significantly greater financial resources than the Company. The basis of competition is generally design and engineering capability, manufacturing and process capability,
price, product quality, and delivery.



There are approximately 18 producers of
aluminum wheels that service the North American market. The largest of these are Superior Industries International, Inc. and Hayes Lemmerz International, Inc. The next tier of suppliers includes the Company, Alcoa, and Enkei America Inc. Some of the
Companys competitors in the aluminum wheel business have significantly greater financial resources than the Company.



The Company operates on a blanket order basis and generally supplies all of the customers annual requirements for a particular part. Customers issue
production releases and shipping schedules each month against their blanket orders depending on their current needs. As a result, order backlog varies from month to month and is not considered firm beyond a 30-day period.



See Properties at Item 2 of this report for information on the Companys facilities that
operate in this segment.



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GENERAL INFORMATION



Domestic export sales were $70.2 million, $38.6 million, and $20.1 million in 2003, 2002, and 2001, respectively.



Aluminum, copper, and brass, which are essential raw materials to the business, are
commodity-based metals purchased from local sources of supply. Supplier selection is based upon quality, delivery, reliability, price, and terms. Availability of these materials is judged to be adequate. The Company does not anticipate any material
shortage that will alter production schedules during the coming year.



Aluminum
and copper are basic commodities traded in international markets. Changes in aluminum, copper, and brass costs are generally passed through to the customer. Changes in the cost of aluminum are currently passed through to the customer based on
various formulas as is the custom in the automotive industry sector the Company serves. Copper and brass cost increases and decreases are generally passed through to the customer in the form of price changes as permitted by prevailing market
conditions. The Company is unable to project whether these costs will increase or decrease in the future. The Companys ability to pass through any increased costs to the customer in the future will be determined by, among other factors, market
conditions at that time.



The Company owns a number of patents and patent
applications relating to the design of its products. While the Company considers that in the aggregate these patents are important to its operations, it believes that the successful manufacture and sale of its products generally depend more on the
Companys technological know-how and manufacturing skills.



Net capital
expenditures related to compliance with federal, state, and local environmental protection regulations for fiscal 2004 and 2005 are not expected to be material. Based on current information, management does not anticipate that operating costs
related to environmental protection will have a materially adverse effect on future earnings or the Companys competitive position in the industry.



The Company employed approximately 2,315, 2,633, and 2,550 associates at August 31, 2003, 2002, and 2001, respectively. As of August 31, 2003, 2002, and 2001, the
percentage of the Companys workforce covered under some form of a collective bargaining unit agreement was approximately 25%, 26%, and 22%, respectively.



In general, sales and production in the automotive industry are cyclical and vary based on the timing of consumer purchases of vehicles and overall economic strength.
Production schedules can vary significantly from quarter to quarter to meet customer demands.



WEBSITE ACCESS TO REPORTS



The
Companys internet website is www.amcast.com. The Companys annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of
the Exchange Act are available free of charge through the Companys website (under News/Stock Information) as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission.



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Cautionary Statements Under the Private Securities Reform Act of 1995



Certain statements in this Report, in the Companys press releases and in oral
statements made by or with the approval of an authorized executive officer of the Company constitute forward-looking statements as that term is defined under the Private Securities Litigation Reform Act of 1995. These statements may, for
example, state projections, forecasts, or estimates about Company performance and industry trends. The achievement of the projections, forecasts, or estimates is subject to certain risks and uncertainties. Due to circumstances beyond the
Companys control, actual results and events may differ materially from those projected, forecasted, or estimated. Factors which may cause actual results to differ materially from those contemplated by the forward-looking statement include,
among others: general economic conditions less favorable than expected; fluctuating demand in the automotive and construction industries; less favorable than expected growth in sales and profit margins in the Companys product lines; increased
competitive pressures in the Companys Engineered Components and Flow Control Products segments; effectiveness of production improvement plans; cost of raw materials; disposal of certain non-strategic assets; labor relations at the Company and
its customers; the impact of homeland security measures; and the ability of the Company to satisfy obligations under, and to comply with the provisions of, its loan documents. This list of factors is not meant to be a complete list of items that may
affect the accuracy of forward-looking statements, and as such all forward-looking statements should be analyzed with the understanding of their inherent uncertainty.



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ITEM 2PROPERTIES



The following table
provides certain information relating to the Companys principal facilities.



|FACILITY                     |  | SQUAREFOOTAGE |  | USE                                                                                               
|---------------------------- |  | ------------- |  | --------------------------------------------------------------------------------------------------
|                             |  |              
|Flow Control Products        |  |               |  |                                                                                                   
|Elkhart, Indiana             |  | 222,000       |  | Copper fittings manufacturing plant, warehouse, storage, sales, and general offices               
|                             |  |              
|Fayetteville, Arkansas       |  | 108,000       |  | Copper fittings manufacturing plant                                                               
|                             |  |              
|Burlington, Ontario  Canada |  | 8,000         |  | Distribution warehouse and branch sales office                                                    
|                             |  |              
|Anniston, Alabama            |  | 425,000       |  | Brass foundry, machining, warehouse, and distribution                                             
|                             |  |              
|Geneva, Indiana              |  | 106,000       |  | Custom fabricated copper and aluminum tubular products manufacturing plant                        
|                             |  |              
|Engineered Components        |  |               |  |                                                                                                   
|Cedarburg, Wisconsin         |  | 149,000       |  | High-volume aluminum alloy permanent-mold plant                                                   
|                             |  |              
|Richmond, Indiana            |  | 97,000        |  | High-volume aluminum alloy permanent-mold plant                                                   
|                             |  |              
|Wapakoneta, Ohio             |  | 206,000       |  | Cast and assembled aluminum suspension components plant                                           
|                             |  |              
|Franklin, Indiana            |  | 183,000       |  | High-volume aluminum high-pressure squeeze casting plant                                          
|                             |  |              
|Fremont, Indiana             |  | 145,000       |  | Cast, machined, and painted aluminum automotive wheel plant                                       
|                             |  |              
|Gas City, Indiana            |  | 196,000       |  | Cast, machined, and painted aluminum automotive wheel plant                                       
|                             |  |              
|Detroit, Michigan            |  | 34,000        |  | Automotive prototype processing and parts storage for the Fremont, Richmond, and Wapakoneta plants
|                             |  |              
|Southfield, Michigan         |  | 11,000        |  | Automotive sales, product development, and engineering offices                                    
|                             |  |              
|Corporate                    |  |               |  |                                                                                                   
|Dayton, Ohio                 |  | 11,000        |  | Executive and general offices                                                                     



The land and building in Burlington,
Ontario, are leased under a five-year lease expiring in 2006. The land in Richmond and the land in Gas City, Indiana, are leased under 99-year leases, expiring in 2091. The Corporate offices are being leased for two years expiring in 2005, with an
option for a five-year renewal. The Amcast Automotive offices in Southfield, Michigan, are being leased for five years expiring in the year 2004, with an option for a five-year renewal. The Amcast component and wheel plant storage building in
Detroit, Michigan is leased until 2004, with an option for a three-year renewal. The Company owns all other properties.



The Companys operating facilities are in good condition and are suitable for the Companys purposes. Utilization of capacity is dependent upon customer demand.
During 2003, total company-wide productive capacity utilization ranged from 69% to 84% and averaged 79% of the Companys total capacity.



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ITEM 3  LEGAL PROCEEDINGS



Certain legal
matters are described at Commitments and Contingencies in the Notes to Consolidated Financial Statements.



A group of nine plaintiffs brought a superfund private cost recovery and contribution action against the Company and fifty-one other parties in the United States district
Court for the Southern District of Ohio, Western Division, which is captioned, Cargill, Inc. et al. V. Abco construction, et al. (Case No. C-3-98-3601). The action involves the Valleycrest disposal site in Dayton, Ohio. The plaintiffs have taken the
lead in investigating and remediating the site. The Company believes its responsibility with respect to this site is very limited due to the nature of the foundry sand waste it is alleged to have disposed at the site. The Company is defending this
matter vigorously.



ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None



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EXECUTIVE OFFICERS OF REGISTRANT



Byron O. Pond, age 67, has been Chairman of the Board since April, 2002. From April 2002 to July 2003, Mr. Pond was Chairman of the Board and Chief Executive Officer. From February 2001 to April 2002, Mr. Pond was President and Chief
Executive Officer of the Company. From 1996 to 1998, Mr. Pond served as Chairman and CEO of Arvin Industries, Inc. (a leading manufacturer of automotive emission and ride control systems) and from 1993 to 1996 as President and CEO of Arvin. He
became Arvins President and Chief Operating Officer in 1991.



Joseph R. Grewe, age 55, has been President and Chief Executive Officer since July 2003. From April 2002 to July 2003, Mr. Grewe was Chief Operating Officer and a director of the Company. Mr. Grewe was Group President, Film & Fabrics
from 2001 to 2002 and Divisional Vice President, Fluid Systems from 1999 to 2001, of Saint-Gobain (a diversified, multi-national group of manufacturing companies headquartered in France, active in glass, high-performance materials and construction
products). From 1998 to 1999 Mr. Grewe was Executive Vice President, Commercial Business and from 1996 to 1998 Vice President, Operations of Furon Company (a designer, developer, and manufacturer of engineered polymer products).



Dale A. Dieckbernd, age 52, has been Vice President of Manufacturing of Flow
Control since April, 2002. From 1997 to 2002, Mr. Dieckbernd was Vice President of Manufacturing for Amcasts Elkhart Products operation.



Francis J. Drew, age 58, has been Vice President-Finance and Chief Financial Officer of the Company since April 2001. From 1998 to 2001, Mr. Drew was
involved in middle market mergers and acquisitions as Vice President of The Charter Group in Grand Rapids, Michigan. Prior to that, he served as Vice President and CFO for Benteler Automotive Corporations operations in the United States.



Dean Meridew, age 49, has been Vice President and General
Manager of the North American Wheel Division since September 1999. From September 1997 to September 1999, he was Vice President, Amcast Europe. From June 1992 to September 1997, he was Division Manager for the Companys North American wheel
operations. Prior to that, Mr. Meridew was Operations Manager and Engineering Manager within the Companys North American wheel operations since January 1985.



Ronald A. Page, age 58, has been Vice President and General Manager, Automotive Components, since June 2002. Mr. Page was
Plant Manager of Amcasts Wapakoneta, Ohio facility from 2000 to 2001. From 1998 to 2000, he was President of Pacific Baja Light Metals, Inc. located in Temecula, California. From 1994 to 1998, he was General Manager of Hayes Lemmerz. From 1990
to 1994, he was Executive Vice President of Contouring Technologies, Inc.



Michael R. Higgins, age 57, has been Treasurer since January 1987.



Jeffrey A. McWilliams, age 40, has been Vice President, Administration and Secretary of the Company since August, 2003. Mr. McWilliams was Director of
Taxation of the Company from November, 1996 to August, 2003. From 1991 to 1996, he was Corporate Tax Manager for American Premier Underwriters.



Mark D. Mishler, age 45, has been Corporate Controller since April, 1998. From April 1995 to April 1998, he was International Controller for Witco. From
April 1991 to April 1995, he was a Division Controller for Siemens. Mr. Mishler is a Certified Public Accountant and is a Certified Management Accountant.



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PART II



ITEM 5  MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



Amcast common stock is traded on the OTC Bulletin Board, ticker symbol AICO.OB. As of August 31, 2003, there were 9,241,143 of the Companys common shares
outstanding, and there were approximately 5,614 shareholders of Amcasts common stock, including shareholders of record and the Companys estimate of beneficial holders.



|              
|--------------
|              
|              
|              
|Fiscal 2003   
|First Quarter 
|Second Quarter
|Third Quarter 
|Fourth Quarter
|              
|Fiscal 2002   
|First Quarter 
|Second Quarter
|Third Quarter 
|Fourth Quarter
|              



Certain information concerning the
payment of dividends is located at Liquidity and Capital Resources in the Managements Discussion and Analysis of Financial Condition and Results of Operations section of this Report.



See Item 12 for the equity compensation plan information.



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ITEM 6  SELECTED DATA

($ in thousands except per share amounts)



|Financial Data                                                                                 |  |   | 2003     |   |  |   | 2002    |   |  |   | 2001    |   |  |   | 2000    |  |   | 1999   
|---------------------------------------------------------------------------------------------- |  | - | -------- | - |  | - | ------- | - |  | - | ------- | - |  | - | ------- |  | - | -------
|                                                                                              
|Net sales                                                                                      |  | $ | 423,920  |   |  | $ | 416,817 |   |  | $ | 377,917 |   |  | $ | 433,137 |  | $ | 408,429
|Operating income (loss) from continuing operations                                             |  |   | 13,271   |   |  |   | 7,111   |   |  |   | (21,468 | ) |  |   | 17,699  |  |   | 37,091 
|Income (loss) from continuing operations                                                       |  |   | (698     | ) |  |   | (4,411  | ) |  |   | (25,975 | ) |  |   | 2,994   |  |   | 16,433 
|Income (loss) from discontinued operations                                                     |  |   | (62,447  | ) |  |   | (16,674 | ) |  |   | (11,156 | ) |  |   | 370     |  |   | 2,884  
|Cumulative effect of accounting change                                                         |  |   | (46,536  | ) |  |   |        |   |  |   |        |   |  |   | 983     |  |   |       
|Net income (loss)                                                                              |  |   | (109,681 | ) |  |   | (21,085 | ) |  |   | (37,131 | ) |  |   | 4,347   |  |   | 19,317 
|Total assets of continuing operations                                                          |  |   | 230,324  |   |  |   | 266,548 |   |  |   | 272,609 |   |  |   | 270,934 |  |   | 292,777
|Working capital related to continuing operations (a)                                           |  |   | 15,132   |   |  |   | 16,662  |   |  |   | 12,041  |   |  |   | 40,496  |  |   | 56,255 
|Working capital related to continuing operations (Excluding current portion of long-term debt) |  |   | 17,588   |   |  |   | 27,724  |   |  |   | 31,772  |   |  |   | 40,618  |  |   | 57,515 
|Long-term debt of continuing operations                                                        |  |   | 175,184  |   |  |   | 177,248 |   |  |   | 168,534 |   |  |   | 143,710 |  |   | 168,367
|Total debt of continuing operations                                                            |  |   | 177,640  |   |  |   | 188,310 |   |  |   | 188,265 |   |  |   | 143,832 |  |   | 169,627
|                                                                                              
|Per Common Share Data                                                                          |  |   |          |   |  |   |         |   |  |   |         |   |  |   |         |  |   |        
|Basic earnings (loss) per share                                                                |  |   |          |   |  |   |         |   |  |   |         |   |  |   |         |  |   |        
|Continuing operations                                                                          |  | $ | (0.08    | ) |  | $ | (0.51   | ) |  | $ | (3.06   | ) |  | $ | 0.34    |  | $ | 1.80   
|Discontinued operations                                                                        |  |   | (6.98    | ) |  |   | (1.94   | ) |  |   | (1.32   | ) |  |   | 0.04    |  |   | 0.32   
|Before cumulative effect of accounting change                                                  |  |   | (7.06    | ) |  |   | (2.45   | ) |  |   | (4.38   | ) |  |   | 0.38    |  |   | 2.12   
|Cumulative effect of accounting change                                                         |  |   | (5.20    | ) |  |   |        |   |  |   |        |   |  |   | 0.11    |  |   |       
|Net earnings (loss)                                                                            |  |   | (12.26   | ) |  |   | (2.45   | ) |  |   | (4.38   | ) |  |   | 0.49    |  |   | 2.12   
|Weighted average number of common shares outstanding  basic (in thousands)                    |  |   | 8,948    |   |  |   | 8,604   |   |  |   | 8,482   |   |  |   | 8,788   |  |   | 9,144  
|                                                                                               |  |   |          |   | 
|Diluted earnings (loss) per share                                                              |  |   |          |   |  |   |         |   |  |   |         |   |  |   |         |  |   |        
|Continuing operations                                                                          |  | $ | (0.08    | ) |  | $ | (0.51   | ) |  | $ | (3.06   | ) |  | $ | 0.34    |  | $ | 1.79   
|Discontinued operations                                                                        |  |   | (6.98    | ) |  |   | (1.94   | ) |  |   | (1.32   | ) |  |   | 0.04    |  |   | 0.31   
|Before cumulative effect of accounting change                                                  |  |   | (7.06    | ) |  |   | (2.45   | ) |  |   | (4.38   | ) |  |   | 0.38    |  |   | 2.10   
|Cumulative effect of accounting change                                                         |  |   | (5.20    | ) |  |   |        |   |  |   |        |   |  |   | 0.11    |  |   |       
|Net earnings (loss)                                                                            |  |   | (12.26   | ) |  |   | (2.45   | ) |  |   | (4.38   | ) |  |   | 0.49    |  |   | 2.10   
|Weighted average number of common shares outstanding  diluted (in thousands)                  |  |   | 8,948    |   |  |   | 8,604   |   |  |   | 8,482   |   |  |   | 8,792   |  |   | 9,162  
|                                                                                              
|Other Data                                                                                     |  |   |          |   |  |   |         |   |  |   |         |   |  |   |         |  |   |        
|Dividends declared                                                                             |  | $ |         |   |  | $ |        |   |  | $ | 0.28    |   |  | $ | 0.56    |  | $ | 0.56   
|Number of associates related to continuing operations                                          |  |   | 2,315    |   |  |   | 2,633   |   |  |   | 2,550   |   |  |   | 2,932   |  |   | 3,435  
|                                                                                              

|(a) |  | Working capital is defined as current assets less current liabilities.
|--- |  | ----------------------------------------------------------------------



ITEM 7  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

($ in thousands except per share amounts)



Cautionary
Statements Under the Private Securities Reform Act of 1995



Certain
statements in this Report, in the Companys press releases and in oral statements made by or with the approval of an authorized executive officer of the Company constitute forward-looking statements as that term is defined under the
Private Securities Litigation Reform Act of 1995. These statements may, for example, state



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projections, forecasts, or estimates about Company performance and industry trends. The achievement of the projections, forecasts, or estimates is subject to
certain risks and uncertainties. Due to circumstances beyond the Companys control, actual results and events may differ materially from those projected, forecasted, or estimated. Factors which may cause actual results to differ materially from
those contemplated by the forward-looking  statement include, among others: general economic conditions less favorable than expected; fluctuating demand in the automotive and construction industries; less favorable than expected growth in sales
and profit margins in the Companys product lines; increased competitive pressures in the Companys Engineered Components and Flow Control Products segments; effectiveness of production improvement plans; cost of raw materials; disposal of
certain non-strategic assets; labor relations at the Company and its customers; the impact of homeland security measures; and the ability of the Company to satisfy obligations under, and to comply with the provisions of, its loan documents. This
list of factors is not meant to be a complete list of items that may affect the accuracy of forward-looking statements, and as such all forward-looking statements should be analyzed with the understanding of their inherent uncertainty.



The following discussion and analysis provides information which management believes is
relevant to an understanding of the Companys consolidated results of operations and financial condition. This discussion should be read in conjunction with the accompanying consolidated financial statements and notes.



Business Segments



Operating segments, in accordance with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, are
organized internally primarily by the type of products produced and markets served. The Company has aggregated similar operating segments into two reportable segments: Flow Control Products and Engineered Components. The Flow Control Products
segment is a supplier of copper and brass plumbing fittings for the industrial, commercial, and residential construction markets, and cast and fabricated metal products for sale to original equipment manufacturers in the transportation,
construction, air conditioning, and refrigeration industries. The Engineered Components segment is a supplier of aluminum wheels and aluminum components, primarily for automotive original equipment manufacturers.



Acquisitions and Divestitures



As described more fully in the notes to the consolidated financial statements, in March 2003
the Company sold Speedline S.r.l. (Speedline), its Italian manufacturing operation, which produced aluminum wheels for passenger cars and trucks, as well as aluminum and magnesium racing wheels. The Company determined that Speedlines
unfavorable cost structure would not allow it to maintain market position and generate adequate returns in a changing market environment that included heightened competition. The Company decided that it would be in the shareholders best
interest to exit this business and focus its efforts and resources on its North American manufacturing operations. Unless otherwise indicated, all comparisons of results of operations in this Managements Discussion and Analysis exclude the
results of Speedline and relate solely to the Companys continuing operations.



Effective June 5, 2001, the Company purchased the remaining 40% share in Casting Technologies Company (CTC), from Izumi Industries, LTD, bringing the Companys total ownership to 100%. The financial results of CTC are included as part
of the Engineered Components segment in the consolidated financial statements since the purchase of the remaining 40% share.



As part of its obligations under its Restructuring Agreements, the Company must, among other options, explore the possibility of selling off part or all of its assets to
a qualified buyer, as that term is defined in the Restructuring Agreements (see Liquidity and Capital Resources).



Unusual Items in Fiscal 2001



In October 2000, the Company announced that it had hired financial advisors to assist the Company in exploring strategic alternatives for maximizing shareholder value.
This process included evaluating the possible sale of the



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business, various business combinations, and several break-up scenarios. During the first half of 2001, the Company incurred legal and other professional
fees for a strategic alternative review. After careful consideration, in early February 2001, the Companys Board of Directors reached a decision that, even in the currently weakened market environment, a stronger pursuit of the Companys
fundamental strategy would, over the long term, better serve the shareholders. At the same time, the Companys Board of Directors made several senior management changes that would provide the leadership needed to move the Company forward which
resulted in additional expense for severance and related costs.



Due to
operating losses incurred during the second fiscal quarter, on March 4, 2001, the Company was not in compliance with certain non-monetary covenants under its then-existing credit agreement (the Revolver Agreement). This resulted in a cross violation
in the Companys Senior Note Agreement (the Senior Notes). The Company incurred significant costs related to obtaining covenant waivers. Debt covenants are discussed further under Liquidity and Capital Resources.



In the last half of 2001, the new management of the Company initiated a strategic review of
the Company in light of its weak markets and relatively poor operating performance. As a result, the Company disposed of certain under-utilized machinery, tooling and equipment; scrapped certain slow moving inventories; and increased the allowance
for doubtful and disputed receivables. In addition to establishing reserves for these items, the unusual items also included increased workers compensation and certain other reserves for previously closed facilities, increased environmental
reserves, and other accrual adjustments. Additionally, due to past operating results at the Companys European operations, in compliance with SFAS No. 109, Accounting for Income Taxes, the Company increased its valuation allowance
against certain foreign net operating loss carryforwards.



These unusual items,
recorded in 2001, totaled $25,478 ($16,051 net of tax) for its North American operations. In addition, the Companys share of CTCs unusual charges prior to June 5, 2001, which are included in Other Income and Expense, was $1,267 ($803 net
of tax). There were no significant additional charges of this nature in 2003 or 2002.



Transition From The New York Stock Exchange (NYSE) To The OTC Bulletin Board



The NYSE suspended trading of the Companys stock at the opening of trading on April 1, 2003 because the Company no longer met the equity and market capitalization standards that requires a listed company to have
an average market capitalization and net worth of not less than $50 million. The Company determined that it would not be able to achieve the NYSE listing requirements within the NYSEs prescribed timeframe, and, on April 1, 2003, the Company
transferred from the NYSE to the OTC Bulletin Board. The Companys new stock symbol is AICO.OB.



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Results of Operations



Net Sales



|                                                |  |   | 2003    |    |  |   | 2002    |    |  |   | 2001    |   
|----------------------------------------------- |  | - | ------- | -- |  | - | ------- | -- |  | - | ------- | --
|                                               
|                                                |  |   |        
|Net sales                                       |  | $ | 423,920 |    |  | $ | 416,817 |    |  | $ | 377,917 |   
|                                                |  |   |        
|Percentage change from prior year               |  |   | 1.7     | %  |  |   | 10.3    | %  |  |   | (12.8   | )%
|                                               
|Components of percentage change from prior year |  |   |         |    |  |   |         |    |  |   |         |   
|Volume                                          |  |   | 0.2     | %  |  |   | 5.6     | %  |  |   | (11.1   | )%
|Price                                           |  |   | (0.5    | )% |  |   | (3.2    | )% |  |   | (2.8    | )%
|Product mix                                     |  |   | 2.1     | %  |  |   | 2.6     | %  |  |   | (0.6    | )%
|Acquisitions and divestitures                   |  |   | 0.0     | %  |  |   | 4.2     | %  |  |   | 1.9     | % 
|Other                                           |  |   | (0.1    | )% |  |   | 1.1     | %  |  |   | (0.2    | )%
|                                               
|Total sales growth (decrease)                   |  |   | 1.7     | %  |  |   | 10.3    | %  |  |   | (12.8   | )%
|                                               



In 2003, consolidated net sales
increased $7,103 to $423,920. This increase was driven by an improved product mix and increased volume, partly offset by price. Increased global wheel and global aluminum component volume attributable to growth in new and existing products was
mostly offset by lower Flow Control Products volume due to competitive market pressures. A favorable product mix was due to global wheel and Flow Control Products sales. Unfavorable pricing continued in the Flow Control Products segment due to
competitive market conditions. In segments, Engineered Components sales increased by 6.2% due primarily to greater volume and secondarily to product mix, and Flow Control Products sales decreased by 7.6% primarily due to lower volume and secondarily
to unfavorable pricing.



In 2002, consolidated net sales increased $38,900 to
$416,817. The volume increase in 2002 was driven by global wheel and global aluminum component sales. The increase in wheel and component volume was partly offset by a decline in Flow Control Products volume. A favorable product mix, primarily
reflected in global wheel sales, helped to offset lower prices from the pass-through price of lower aluminum costs to customers and the unfavorable pricing that continued in the Flow Control Products segment due to competitive market pricing.
Consolidating CTC for all of 2002 also increased sales. In segments, Engineered Components sales increased by 23.8% due to higher and more profitable sales, and Flow Control Products sales decreased by 9.9%. If CTC were consolidated in the first
nine months of 2001, consolidated net sales would have increased by 3.1% in 2002.



Gross Profit



|                 |  |   | 2003   |   |  |   | 2002   |   |  |   | 2001   |  
|---------------- |  | - | ------ | - |  | - | ------ | - |  | - | ------ | -
|                
|                 |  |   |       
|Gross profit     |  | $ | 50,591 |   |  | $ | 46,221 |   |  | $ | 33,593 |  
|                 |  |   |       
|Percent of sales |  |   | 11.9   | % |  |   | 11.1   | % |  |   | 8.9    | %
|                 |  |   |        |   |  |   |        |   |  |   |        |  
|                



Gross profit in 2003 increased $4,370
to $50,591, or 11.9% of sales compared with $46,221 or 11.1% of sales in 2002. This higher profitability came from the Engineered Component segment which benefited from higher sales and lower costs due to the Amcast Production System (APS) and a
company-wide cost reduction program. APS, a more efficient manufacturing approach being implemented at the Companys manufacturing facilities, helped to increase gross profit by improving productivity and reducing manufacturing costs. APS
should continue to be a positive factor on gross profit as more of the Companys workforce becomes certified. In the Flow Control Products segment, reduced sales volume and lower pricing in a highly competitive market were the primary reasons
for a gross profit decline. The Flow Control gross profit decline was partly offset by lower costs due to the APS and cost reduction programs. In 2003, the Company also had liquidations of LIFO inventory layers due



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to lower inventory balances that increased gross profit by $1,461. As a result of certain policy changes in 2002, the Company reduced its employee vacation
liability by $1,601, of which $1,175 improved cost of goods sold and $426 improved selling, general, and administrative expenses (SG&A).



The following table provides a reconciliation for 2002 gross profit and SG&A excluding the 2002 one-time impact of reducing the Companys vacation liability and
terminating postretirement life insurance:



|                                        |  | Fiscal Year 2002
|--------------------------------------- |  | ----------------
|                                       
|                                        |  |                 
|                                       
|                                        |  |                 
|As reported                             |  | $               
|Adjusted for impact of:                 |  |                 
|Adjustment to employee vacation expense |  |                 
|Elimination of retiree life insurance   |  |                 
|                                       
|Pro forma amounts                       |  | $               
|                                       
|Percent of Sales                        |  |                 



For 2002, the $12,628 increase in
gross profit was attributable to the Engineered Component segment of business. This segment experienced a higher gross profit due to new aluminum components and wheel products and improved manufacturing efficiencies, partly offset by $7 million in
new product launch costs at the Richmond, Indiana facility. Wheel manufacturing benefited from higher sales volume and an improved price and product mix. In the Flow Control Products segment, lower pricing decreased gross profit. Excluding the
unusual items recorded in 2001, gross profit increased by $7,854.



Selling, General, and Administrative Expenses



|                                              |  |   | 2003   |   |  |   | 2002   |   |  |   | 2001   |  
|--------------------------------------------- |  | - | ------ | - |  | - | ------ | - |  | - | ------ | -
|                                             
|                                              |  |   |       
|Selling, general, and administrative expenses |  | $ | 37,320 |   |  | $ | 39,110 |   |  | $ | 55,061 |  
|                                              |  |   |       
|Percent of sales                              |  |   | 8.8    | % |  |   | 9.4    | % |  |   | 14.6   | %
|                                             



Selling, general, and administrative
expenses decreased $1,790 in 2003 compared with 2002. In 2002, the Company discontinued offering postretirement life insurance for all retirees, except for certain bargaining unit employees, which lowered the postretirement obligation by $919.
Excluding this amount and a reduction to the employee vacation liability of $426 discussed previously in the Gross Profit section, SG&A in 2002 would have been $40,455 or 9.7% of sales. The decrease in SG&A was a direct result of
the Companys continued focus on cost reduction. Also in 2002, the Flow Control Products segment incurred high information technology costs related to installing a new ERP system, and these expenses were not incurred in 2003.



Selling, general, and administrative expenses decreased $15,951 in 2002 compared with 2001.
The decrease in SG&A is primarily due to expenses recorded of $19,410 in 2001 for the unusual items discussed under Unusual Items of the MD&A. Excluding unusual items, SG&A as a percentage of sales was 9.4% for 2001. SG&A
in 2002 included CTC operating expenses for a full year; whereas in 2001, CTC operating expenses were only included for the fourth quarter.



Equity Earnings (Losses) of Joint Ventures



Prior to Amcast acquiring the remaining 40% ownership of CTC at the beginning of the fourth quarter of 2001, CTC was a joint venture with a Izumi Industries, LTD, and
financial results were recorded using the equity method of accounting. The Companys pretax share of losses from CTC while a joint venture, were $3,122 in 2001 and is included in other (income)/expense in the income statement.



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Interest Expense



Interest expense was $15,142 in 2003, $17,130 in 2002, and $16,159 in 2001. Interest expense declined in 2003 due to lower interest rates and reduced debt balances.
Interest expense is further discussed under Liquidity and Capital Resources.



Effective Tax Rates



The
effective tax rate from continuing operations for 2003, 2002, and 2001 was 40.8%, 53.1%, and 35.0%, respectively. The different tax rates are primarily due to the impact of state taxes and the relatively small level of pretax losses which amplify
the percentage impact of a small dollar change in taxes. As of August 31, 2003, the Company has a valuation allowance against deferred tax assets of $47,448. Of the total allowances, $30,606 relates to the sale of Speedline, $7,155 relates to the
net operating loss carryforwards associated with the Izumi, Inc. stock, and $9,687 relates to recording of the Companys minimum pension liability. As for the $30,606 valuation allowance related to the sale of Speedline, the Company believes it
may be able to recognize, at some point in future fiscal years, a substantial portion of the tax benefit currently limited by Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes.



Cumulative Effect of Accounting Change in Fiscal 2003



In 2003, the Company was required to adopt SFAS No. 142, Goodwill and Other Intangible
Assets. Under the adoption of SFAS No. 142, goodwill and certain other intangible assets are no longer amortized but will be reviewed annually for impairment. If, based on these reviews, the related assets are found to be impaired, their
carrying value will be adjusted through a charge to earnings. Upon adoption of SFAS No. 142 in the first quarter of fiscal 2003, the Company completed its impairment review and determined that all of its goodwill, relating primarily to Speedline,
was impaired. This impairment is reflected in the Companys declining stock price and the weak financial performance of the reporting units related to the impaired goodwill. As such, the Company recorded a non-cash charge of $46,536, net of tax
of $464, to reduce the carrying value of its goodwill to zero. This charge is recorded as a cumulative effect of an accounting change in the accompanying consolidated financial statements. See Goodwill in the Notes to Consolidated
Financial Statements.



Business Segments



Flow Control Products    Net sales of the Flow Control Products
segment were $125,912 in 2003, compared with $136,262 in 2002 and $151,216 in 2001. In 2003, the Flow Control Products segment continued to operate in an environment with strong competitive market pricing. This environment caused a sales decline in
both volume and price, which reduced sales by 8.1% and 2.1%, respectively. This decline was partly offset by a favorable product mix. Operating income for the Flow Control Products Segment was $4,918 in 2003, compared with $5,700 in 2002 and $5,471
in 2001. This decrease in operating income was due to lower price and lower sales volume partly offset by improved manufacturing productivity due to APS and cost reduction programs. Residential construction has faired slightly better than
anticipated, however the more profitable commercial and industrial markets remain weak.



In 2002, the Flow Control Products segment encountered strong competitive market pricing that produced a sales decline in both volume and price, which was offset slightly by a favorable product mix. Excluding unusual items in 2001,
operating income decreased by $5,998 in 2002. This decrease in operating income was primarily due to the competitive pricing in the marketplace and higher information technology costs of $3 million from a new ERP system.



Engineered Components    Net sales of the Engineered Components
segment were $298,008 in 2003, compared with $280,555 in 2002 and $226,701 in 2001. Higher sales volume in both aluminum component and wheel products increased sales by 4.3% in 2003. Sales were also higher due to a more favorable price and product
mix.



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Engineered Components had operating income of $17,438 in 2003, compared with operating income of $6,777 in 2002 and an operating loss of $9,239 in 2001. The
increase in operating income for 2003 is primarily due to higher sales volume, an improved product mix, productivity gains from APS and cost reduction programs, and abnormally high start up costs at the Companys Richmond plant in 2002 which
were not incurred in 2003.



In 2002, sales increased due to higher sales volume
in both aluminum component and wheel products. Sales also increased due to a more favorable price and product mix and consolidating CTC for the full year. These positive factors more than offset the slight sales decline caused by a decrease in the
price of aluminum which was passed-through, by contract, to many customers. The increase in operating income was primarily the result of the unusual items recorded in 2001, improved operating efficiencies and higher sales volume, which
offset the slight decline in price and product mix, mostly caused by the reduction in aluminum prices.



Corporate expenses in 2003 increased compared with 2002 primarily due to the one-time benefit from ending post retirement life insurance recorded in 2002 and reduced pension income in 2003.



Liquidity and Capital Resources



The Companys cash balance at August 31, 2003 was $5,697. An additional $7,078 of
restricted cash existed for payment of principal and interest on the Companys debt that is required under its debt agreements. Under the Companys cash management system, issued checks that have not cleared the bank resulting in net
overdraft bank balances for accounting purposes in the amounts of $5,271 in 2003 and $2,058 in 2002 are included in accounts payable.



Cash provided by operations in 2003 was $7,565, compared with $23,754 in 2002 and $3,888 in 2001. Operating cash flow from the income statement increased in 2003, however
this increase was more than offset by unfavorable balance sheet changes:



|                                |  | Year Ended August 31,
|------------------------------- |  | ---------------------
|                                |  |                      
|                               
|                                |  |                      
|Income statement impact         |  | $                    
|                                |  |                      
|Balance sheet impact            |  |                      
|                               
|Net cash provided by operations |  | $                    
|                               



The two main reasons for the balance
sheet net cash usage in 2003 were the increase in restricted cash, mentioned above, and a decline in accounts payable caused by lower inventory levels and by accelerated vendors payment terms. With the new debt agreement signed at the end of fiscal
2003, the Company anticipates vendor payment terms returning to normal which, in turn, should return accounts payable to more normal levels. The debt extension is also discussed in the Notes to Consolidated Financial Statements and later in this
section.



The balance sheet cash usage from restricted cash and accounts
payable were partly offset by cash generated from lower inventory due to the Amcast Production System and from lower accounts receivable due to a focus on collecting past due accounts. The inventory and receivables reduction occurred during a period
of increased sales. Reported income after adding back non-cash transactions of depreciation, amortization, the cumulative effect of the accounting change, and the loss on discontinued operations, show an increase in cash flow from the income
statement.



Investing activities used net cash of $7,807 in 2003, compared with
$14,233 in 2002 and $20,879 in 2001. Investing activities are primarily for capital expenditures, which totaled $9,369 in 2003 compared with $15,117 in 2002 and $21,596 in 2001. Capital expenditures decreased in 2003 from prior levels, as the
Company conserved cash by limiting expansion spending. Capital expenditures in 2003 were primarily for equipment to expand plant capacity for volume growth and new product orders. At August 31, 2003, the Company had $1,197 of commitments for capital
expenditures to be made in 2004, primarily for the Engineered Components segment.



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Financing activities used cash of $10,056 in 2003 compared with cash used of $3,509 in 2002 and cash provided of $28,293
in 2001. In 2003, the Company made debt payments of $3,895 for the bank debt and senior notes and $3,605 for the LIFO credit facility. CTC made debt payments of $3,000 on its term loan and had net borrowing activity on its revolver loan of $300. The
Company also had net borrowing activity for its financed insurance coverage of $144. The Company did not declare dividends in 2003 and currently has no plans of declaring dividends in the immediate future.



In August of 2003, the Company successfully negotiated a restructuring of its credit
facilities with its lender group and senior note holders (the Restructuring Agreements). This restructuring included the LIFO credit agreement (the LIFO Agreement). As restructured, the bank credit facilities, the senior notes, and the LIFO credit
agreement have been continued to September 14, 2006. Outstanding debt balances as of August 31, 2003 were, $113,619 for the bank credit facilities, which includes $100,826 for revolving credit notes and $12,793 for lines of credit, $45,664 for the
senior notes, and $11,395 for the LIFO credit agreement. The Company cannot borrow additional funds from its bank group, senior note holders, lines of credit, or LIFO credit agreement. These lenders have security interests in the assets of the
Company and its subsidiaries.



The Restructuring Agreements initially arose
from the Company becoming out of compliance with the debt-to-earnings and interest coverage ratios on March 4, 2001 under the then-existing Revolver Agreements. This event resulted from operating losses during the second fiscal quarter of 2001 and
also caused a cross violation of the Companys Senior Note Agreement (the Senior Notes).



Interest rates for outstanding borrowings are prime plus 2% for revolver borrowings, lines of credit, and the LIFO Agreement, and 9.09% plus 1% payment in kind for the senior notes.



The Company is required to make debt payments of $1,000 by February 28, 2004, and $300 by May
31, 2004. These payments will be applied first to the LIFO credit facility, and second to the bank facilities and the senior notes on a pro rata basis. In addition, the Company was required to reduce its LIFO debt by $1,000 upon the release of the
restricted cash for the CTC debt. These payments are the only debt principal payments required by the Restructuring Agreements and the LIFO Agreement prior to maturity; however, the Company is required to pay debt fees of 75 basis points times the
aggregate amount of outstanding borrowings under the Restructuring and LIFO Agreements on September 1, 2003, and 50 basis points times the aggregate amount of any outstanding borrowings on December 31, 2004 and December 31, 2005.



The Restructuring Agreements contain certain financial covenants regarding a fixed charge
coverage ratio; quarterly earnings before interest, taxes, depreciation and amortization (EBITDA); and capital expenditures. At the end of any subsequent quarter, if the Company is not in compliance with any of the debt covenants, any outstanding
balances become payable on demand by the Companys lenders. Based on the Companys forecasted ability to comply with the debt covenants, it continues to classify this debt as long term.



The Restructuring Agreements provide that financial covenants may be adjusted based on a
final company plan approved by the lender group.



The Restructuring Agreements
contain a covenant that requires the Company to use its good faith best efforts to refinance all of the Restructuring and LIFO Agreement debt on or before September 1, 2004, or sell substantially all of its assets before September 1, 2004. The
Agreements contain eight milestones that specify that certain events be met by certain dates. The first event requires the retention of an investment advisor by August 31, 2003. This event has been satisfied. In the opinion of the Company, four of
the seven remaining milestones are reasonably in the control of the Company. The other three are not. In the event of a missed event, a $200 fee must be paid for each missed occurrence.



In September 2003, CTC signed a credit agreement (the CTC Agreement) with the Provident Bank. This agreement provides for a three-year
revolving line of credit of up to $5,000 and a five-year term loan of $3,000.



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At August 31, 2003, $3,400 was outstanding on the revolver and $2,856 was outstanding on the term loan, both with interest rates at prime plus 0.5% or LIBOR
plus 2.75%. The revolver loan matures in September 2006 and the term loan matures in September 2008. As of August 31, 2003, $1,600 was available for borrowings under the revolving credit facility. Any default under the debt covenants established for
the Restructuring Agreement and the LIFO Credit Agreement will result in a cross violation for the CTC Agreement.



The ratio of long-term debt as a percent of capital increased to 130.9% at August 31, 2003 from 67.3% at August 31, 2002. Book value per common share at August 31, 2003
was $(4.54), down from $10.52 at August 31, 2002. One million preferred shares and approximately 5.4 million common shares are authorized and available for future issuance. On December 17, 1998, the Company announced a plan to repurchase up to
750,000 of its outstanding common shares. As of August 31, 2003, 350,000 shares have been repurchased under this plan at an average cost of $15.53 per share. As of August 31, 2003, the Company had 9,241,143 common shares outstanding. Management
believes the Company has adequate financial resources to meet its future obligations.



Critical Accounting Policies



The Company describes its
significant accounting policies in the notes to the consolidated financial statements included in the Companys Annual Report on Form 10-K. Since application of these accounting policies involves the exercise of judgement and use of estimates,
actual results could differ from those estimates.



Revenue Recognition
 Revenue is recognized at the time products are shipped to unaffiliated customers, legal title has passed, and all significant contractual obligations of the Company have been satisfied.



Inventory Valuation  Inventories are valued at the lower of cost or market using
the last-in, first out (LIFO) and the first-in, first-out (FIFO) methods. Raw material inventories are primarily aluminum and copper, both of which have market prices subject to volatility.



Environmental Reserves  The Company recognizes an environmental liability when
it is probable the liability exists and the amount can be reasonably estimated. The Company adjusts the environmental reserve when it is determined that circumstances warrant the change. Actual remediation obligations may differ from those
estimated.



Pension Benefits and Costs  The Company has pension
benefits and expenses that are developed from actuarial valuations. These valuations are based on assumptions including, among other things, interest rate fluctuations, discount rates, expected returns on plan assets, retirement ages, and years of
service. Future changes affecting the assumptions will change the related pension benefit or expense.



Deferred Taxes  Deferred income taxes are provided for temporary differences between financial and tax reporting in accordance with the liability method under the provisions of SFAS No. 109,
Accounting for Income Taxes. Significant factors considered by the Company in estimating the probability of the realization of deferred taxes include expectations of future earnings and taxable income, as well as application of tax laws
in the jurisdictions in which the Company operates.



At August 31, 2003, the
Company had valuation allowances against some of its deferred tax assets. Valuation allowances serve to reduce the recorded deferred tax assets to amounts reasonably expected to be realized as tax savings in the future. Establishing valuation
allowances and their subsequent adjustment requires a significant amount of judgment because realizing deferred tax assets, particularly those assets related to net operating loss carryforwards, is generally contingent on generating taxable income,
reversing deferred tax liabilities in the future, and the availability of qualified tax planning strategies.



Debt Covenants  For a substantial portion of its debt, the Company has certain financial covenants that it must maintain as part of its debt agreements. See Liquidity and Capital Resources. If
the requirements of the covenants are not achieved, this debt becomes immediately payable, which would significantly impact the Companys ability to maintain its current operations.



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##### Table of Contents

The Company does not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities
or other persons, also known as special purpose entities (SPEs).



|ITEM 7A. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- |  | ----------------------------------------------------------



The Company is exposed to market risk from changing commodity prices and interest rates as part of its normal operations, as well as general risks and uncertainties which
are inherent in any competitive industry.



Commodity Prices



The Company is exposed to market risk from price changes in commodity metals, which are
raw materials used in its normal operations. When market conditions warrant, forward fixed-price commodity metal supply contracts may be entered into with certain suppliers. These purchase contracts cover normal metal usage in the ordinary course of
business over a reasonable period of time. Lower-of-cost-or-market valuation adjustments on these contracts is reflected in earnings in the period incurred. At August 31, 2003, the Company had no forward fixed-price metal supply contracts.



Interest Rate Risk



The Company has both fixed and variable rate debt. At August 31, 2003 and 2002, the Company
had $131,270 and $140,985 of debt obligations outstanding with variable interest rates with a weighted-average effective interest rate of 5.9% and 6.7%, respectively. A hypothetical 10% change in the effective interest rate for these borrowings,
using the outstanding debt levels at August 31, 2003, and 2002, would change interest expense by approximately $778 and $949 respectively. The decrease in interest rate exposure is primarily due to lower effective interest rates.



Inflation



Inflation did not have a material impact on the Companys results of operations or financial condition for 2003 or 2002.



Contingencies



See Commitments and Contingencies in the Notes to the Consolidated Financial Statements.



Impact of Recently Issued Accounting Standards



See Impact of Recently Issued Accounting Standards in Notes to the Consolidated
Financial Statements.



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##### Table of Contents

ITEM 8  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



Amcast Industrial Corporations Responsibility for Consolidated Financial Statements



We are responsible for the preparation of the accompanying consolidated financial statements of Amcast Industrial Corporation (Amcast or the Company), as well as their integrity and objectivity. These financial
statements were prepared in conformity with accounting principles generally accepted in the United States of America and include our best estimates and judgments.



We are also responsible for maintaining a comprehensive system of internal controls and establishing and maintaining disclosure controls and
procedures. Our system of internal controls is designed to provide reasonable assurance that we can rely upon our accounting systems and the underlying books and records to prepare financial information presented in accordance with accounting
principles generally accepted in the United States of America and that our associates follow established policies and procedures. Our disclosure controls and procedures are designed to timely alert our Chief Executive Officer and Chief Financial
Officer to material information required to be included in our periodic Exchange Act filings. We continually review our system of internal controls and disclosure controls and procedures for effectiveness. We consider the recommendations of our
internal auditors and independent auditors concerning internal controls and disclosure controls and procedures and take the necessary actions that are cost-effective in the circumstances.



The Audit Committee of our Board of Directors, comprised entirely of independent directors who are not Amcast associates, is responsible for
assuring that we fulfilled our responsibilities in the preparation of the accompanying consolidated financial statements. The Audit Committee meets regularly with our internal auditors, the independent auditors and Amcast management to review their
activities and ensure that each is properly discharging its responsibilities and assesses the effectiveness of our internal controls and disclosure controls and procedures. The Audit Committee is responsible for appointing the independent auditors
and reviewing the scope of all audits and the accounting principles applied in our financial reporting. Ernst & Young LLP has been engaged as independent auditors to audit the accompanying consolidated financial statements and issue their report
thereon, which appears on the following page.



To ensure complete independence,
our internal auditors and Ernst & Young LLP have full and free access to meet with the Audit Committee, without Amcast management present, to discuss the results of their audits, the quality of our financial reporting and the adequacy of our
internal controls and disclosure controls and procedures.



|LOGO                                  |  | LOGO                                               |  | LOGO                
|------------------------------------- |  | -------------------------------------------------- |  | --------------------
|Joseph R. Grewe                       |  | Francis J. Drew                                    |  | Mark D. Mishler     
|President and Chief Executive Officer |  | Vice President, Finance andChief Financial Officer |  | Corporate Controller



21



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##### Table of Contents

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



Shareholders and Board of Directors

Amcast Industrial Corporation, Dayton, Ohio



We have audited the accompanying consolidated statements of financial condition of Amcast Industrial Corporation and subsidiaries as of August 31, 2003 and 2002, and the
related consolidated statements of operations, shareholders equity, and cash flows for each of the three years in the period ended August 31, 2003. Our audits also included the financial statement schedule listed in the Index at item 16 (a).
These financial statements and schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.



We conducted our audits in accordance with auditing standards generally accepted in the
United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.



In our opinion, the
financial statements referred to above present fairly, in all material respects, the consolidated financial position of Amcast Industrial Corporation and subsidiaries at August 31, 2003 and 2002, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended August 31, 2003, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.



As discussed in Accounting Policies in the Notes to Consolidated Financial Statements, in 2003 the Company changed its method of accounting for goodwill and
other intangible assets.



|LOGO            
|----------------
|Dayton, Ohio    
|October 14, 2003



22



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##### Table of Contents

CONSOLIDATED STATEMENTS OF OPERATIONS

($ in thousands except per share amounts)



|                                                                                            |  | Year Ended August 31, |         
|------------------------------------------------------------------------------------------- |  | --------------------- | --------
|                                                                                            |  |                       | 2003    
|                                                                                           
|                                                                                            |  |                       |         
|Net sales                                                                                   |  | $                     | 423,920 
|Cost of sales                                                                               |  |                       | 373,329 
|                                                                                           
|                                                                                            |  |                       |         
|Gross Profit                                                                                |  |                       | 50,591  
|                                                                                            |  |                       |         
|Selling, general and administrative expenses                                                |  |                       | 37,320  
|                                                                                           
|                                                                                            |  |                       |         
|Operating Income (Loss)                                                                     |  |                       | 13,271  
|                                                                                            |  |                       |         
|Other (income) expense                                                                      |  |                       | (691    
|Interest expense                                                                            |  |                       | 15,142  
|                                                                                           
|                                                                                            |  |                       |         
|Loss before Income Taxes, Discontinued Operations andCumulative Effect of Accounting
Change |  |                       | (1,180  
|Income tax benefit                                                                          |  |                       | (482    
|                                                                                           
|                                                                                            |  |                       |         
|Loss From Continuing Operations                                                             |  |                       | (698    
|Discontinued operations, net of tax                                                         |  |                       |         
|Loss from discontinued operations, net of taxes of $793, $2,204, $1,552                     |  |                       | (12,024 
|Loss on sale of discontinued operations, net of taxes of $7,589                             |  |                       | (50,423 
|                                                                                           
|                                                                                            |  |                       |         
|Loss before Cumulative Effectof Accounting Change                                           |  |                       | (63,145 
|                                                                                            |  |                       |         
|Cumulative effect of accounting change, net of tax of $464                                  |  |                       | (46,536 
|                                                                                           
|                                                                                            |  |                       |         
|Net Loss                                                                                    |  | $                     | (109,681
|                                                                                           
|                                                                                            |  |                       |         
|Basic and Diluted Earnings per Share                                                        |  |                       |         
|Continuing operations                                                                       |  | $                     | (0.08   
|Discontinued operations                                                                     |  |                       | (6.98   
|Before cumulative effect of accounting change                                               |  |                       | (7.06   
|                                                                                            |  |                       |         
|Cumulative effect of accounting change                                                      |  |                       | (5.20   
|                                                                                           
|                                                                                            |  |                       |         
|Net Loss                                                                                    |  | $                     | (12.26  
|                                                                                           



See notes to consolidated financial
statements



23



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##### Table of Contents

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

($ in thousands)



|                                                                    |  | August 31, |        
|------------------------------------------------------------------- |  | ---------- | -------
|                                                                    |  |            | 2003   
|                                                                   
|                                                                    |  |           
|ASSETS                                                              |  |            |        
|Current Assets                                                      |  |            |        
|Cash and cash equivalents                                           |  | $          | 5,697  
|Accounts receivable                                                 |  |            | 39,979 
|Inventories                                                         |  |            | 19,004 
|Other current assets                                                |  |            | 5,338  
|                                                                   
|Total current assets of continuing operatins                        |  |            | 70,018 
|Assets of discontinued operations                                   |  |            |       
|                                                                   
|                                                                    |  |           
|Total Current Assets                                                |  |            | 70,018 
|                                                                    |  |           
|Property, Plant, and Equipment                                      |  |            |        
|Land                                                                |  |            | 4,078  
|Buildings                                                           |  |            | 52,551 
|Machinery and equipment                                             |  |            | 291,006
|Construction in progress                                            |  |            | 8,773  
|                                                                   
|                                                                    |  |            | 356,408
|Less accumulated depreciation                                       |  |            | 217,011
|                                                                   
|Net Property, Plant, and Equipment                                  |  |            | 139,397
|Restricted Cash                                                     |  |            | 7,078  
|Goodwill                                                            |  |            |       
|Deferred Income Taxes                                               |  |            | 4,204  
|Other Assets                                                        |  |            | 9,627  
|                                                                   
|Total Assets                                                        |  | $          | 230,324
|                                                                   
|                                                                    |  |           
|LIABILITIES AND SHAREHOLDERS EQUITY                                |  |            |        
|Current Liabilities                                                 |  |            |        
|Current portion of long-term debt                                   |  | $          | 2,456  
|Accounts payable                                                    |  |            | 31,419 
|Accrued expenses                                                    |  |            | 21,011 
|                                                                   
|Total current liabilities of continuing operations                  |  |            | 54,886 
|Liabilities of discontinued operations                              |  |            |       
|                                                                   
|Total Current Liabilities                                           |  |            | 54,886 
|                                                                    |  |           
|Long-Term Debt  less current portion                               |  |            | 175,184
|Deferred Income Taxes                                               |  |            |       
|Deferred Liabilities                                                |  |            | 42,189 
|                                                                    |  |           
|Shareholders Equity (Deficit)                                      |  |            |        
|Preferred shares, without par value:                                |  |            |        
|Authorized  1,000,000 shares; Issued  None                        |  |            |       
|Common shares, at stated value                                      |  |            |        
|Authorized  15,000,000 shares                                      |  |            |        
|Issued  9,623,634 and 9,227,600 shares, respectively               |  |            | 9,624  
|Capital in excess of stated value                                   |  |            | 72,822 
|Accumulated other comprehensive losses                              |  |            | (34,189
|Retained earnings (deficit)                                         |  |            | (85,705
|Cost of 382,491 and 545,089 common shares in treasury, respectively |  |            | (4,487 
|                                                                   
|Total Shareholders Equity (Deficit)                                |  |            | (41,935
|                                                                   
|Total Liabilities and Shareholders Equity (Deficit)                |  | $          | 230,324
|                                                                   



See notes to consolidated
financial statements



24



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##### Table of Contents

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

($ in thousands, except per share amounts)



|                                                           |  |   | Common Shares |  |   | Capital in Excess of Stated Value |   |  |   | Accumulated Other Comprehensive Losses |   |  |   | Retained Earnings |   |  |   | Treasury Stock |   |  |   | Total    |  
|---------------------------------------------------------- |  | - | ------------- |  | - | --------------------------------- | - |  | - | -------------------------------------- | - |  | - | ----------------- | - |  | - | -------------- | - |  | - | -------- | -
|                                                          
|                                                           |  |   |               |  |   |                                  
|Balance at August 31, 2000                                 |  | $ | 9,228         |  | $ | 70,981                            |   |  | $ | (1,900                                 | ) |  | $ | 87,287            |   |  | $ | (9,642         | ) |  | $ | 155,954  |  
|                                                           |  |   |               |  |   |                                  
|Net loss                                                   |  |   |              |  |   |                                  |   |  |   |                                       |   |  |   | (37,131           | ) |  |   |               |   |  |   | (37,131  | )
|Foreign currency translation                               |  |   |              |  |   |                                  |   |  |   | (4,003                                 | ) |  |   |                  |   |  |   |               |   |  |   | (4,003   | )
|Minimum pension liability                                  |  |   |              |  |   |                                  |   |  |   |                                       |   |  |   |                  |   |  |   |               |   |  |   |         |  
|                                                           |  |   |               |  |   |                                   |   |  |   |                                        |   |  |   |                   |   |  |   |                |   |  |   |          |  
|Total comprehensive loss                                   |  |   |               |  |   |                                   |   |  |   |                                        |   |  |   |                   |   |  |   |                |   |  |   | (41,134  | )
|Cash dividends declared, $.28 per share                    |  |   |              |  |   |                                  |   |  |   |                                       |   |  |   | (2,355            | ) |  |   |               |   |  |   | (2,355   | )
|Sale of treasury stock                                     |  |   |              |  |   |                                  |   |  |   |                                       |   |  |   | (380              | ) |  |   | 1,880          |   |  |   | 1,500    |  
|Common and treasury stock                                  |  |   |               |  |   |                                   |   |  |   |                                        |   |  |   |                   |   |  |   |                |   |  |   |          |  
|401(k) matching contributions                              |  |   |              |  |   |                                  |   |  |   |                                       |   |  |   |                  |   |  |   |               |   |  |   |         |  
|Directors and officers                                     |  |   |              |  |   |                                  |   |  |   |                                       |   |  |   | (18               | ) |  |   | 127            |   |  |   | 109      |  
|Stock warrants                                             |  |   |              |  |   | 1,438                             |   |  |   |                                       |   |  |   |                  |   |  |   |               |   |  |   | 1,438    |  
|                                                          
|                                                           |  |   |               |  |   |                                  
|Balance at August 31, 2001                                 |  |   | 9,228         |  |   | 72,419                            |   |  |   | (5,903                                 | ) |  |   | 47,403            |   |  |   | (7,635         | ) |  |   | 115,512  |  
|                                                           |  |   |               |  |   |                                  
|Net loss                                                   |  |   |              |  |   |                                  |   |  |   |                                       |   |  |   | (21,085           | ) |  |   |               |   |  |   | (21,085  | )
|Foreign currency translation                               |  |   |              |  |   |                                  |   |  |   | 3,199                                  |   |  |   |                  |   |  |   |               |   |  |   | 3,199    |  
|Minimum pension liability, net of tax benefit of $3,977    |  |   |              |  |   |                                  |   |  |   | (7,071                                 | ) |  |   |                  |   |  |   |               |   |  |   | (7,071   | )
|                                                           |  |   |               |  |   |                                   |   |  |   |                                        |   |  |   |                   |   |  |   |                |   |  |   |          |  
|Total comprehensive loss                                   |  |   |               |  |   |                                   |   |  |   |                                        |   |  |   |                   |   |  |   |                |   |  |   | (24,957  | )
|Cash dividends declared                                    |  |   |              |  |   |                                  |   |  |   |                                       |   |  |   |                  |   |  |   |               |   |  |   |         |  
|Sale of treasury stock                                     |  |   |              |  |   |                                  |   |  |   |                                       |   |  |   |                  |   |  |   |               |   |  |   |         |  
|Common and treasury stock                                  |  |   |               |  |   |                                   |   |  |   |                                        |   |  |   |                   |   |  |   |                |   |  |   |          |  
|401(k) matching contributions                              |  |   |              |  |   |                                  |   |  |   |                                       |   |  |   | (693              | ) |  |   | 1,058          |   |  |   | 365      |  
|Directors and officers                                     |  |   |              |  |   |                                  |   |  |   |                                       |   |  |   | (95               | ) |  |   | 183            |   |  |   | 88       |  
|Stock warrants                                             |  |   |              |  |   | 337                               |   |  |   |                                       |   |  |   |                  |   |  |   |               |   |  |   | 337      |  
|                                                          
|                                                           |  |   |               |  |   |                                  
|Balance at August 31, 2002                                 |  |   | 9,228         |  |   | 72,756                            |   |  |   | (9,775                                 | ) |  |   | 25,530            |   |  |   | (6,394         | ) |  |   | 91,345   |  
|                                                           |  |   |               |  |   |                                  
|Net loss                                                   |  |   |              |  |   |                                  |   |  |   |                                       |   |  |   | (109,681          | ) |  |   |               |   |  |   | (109,681 | )
|Foreign currency translation                               |  |   |              |  |   |                                  |   |  |   | 2,493                                  |   |  |   |                  |   |  |   |               |   |  |   | 2,493    |  
|Minimum pension liability, net of tax benefit of zero ($0) |  |   |              |  |   |                                  |   |  |   | (26,907                                | ) |  |   |                  |   |  |   |               |   |  |   | (26,907  | )
|                                                           |  |   |               |  |   |                                   |   |  |   |                                        |   |  |   |                   |   |  |   |                |   |  |   |          |  
|Total comprehensive loss                                   |  |   |               |  |   |                                   |   |  |   |                                        |   |  |   |                   |   |  |   |                |   |  |   | (134,095 | )
|Cash dividends declared                                    |  |   |              |  |   |                                  |   |  |   |                                       |   |  |   |                  |   |  |   |               |   |  |   |         |  
|Sale of treasury stock                                     |  |   |              |  |   |                                  |   |  |   |                                       |   |  |   |                  |   |  |   |               |   |  |   |         |  
|Common and treasury stock                                  |  |   |               |  |   |                                   |   |  |   |                                        |   |  |   |                   |   |  |   |                |   |  |   |          |  
|401(k) matching contributions                              |  |   | 374           |  |   | 68                                |   |  |   |                                       |   |  |   | (806              | ) |  |   | 876            |   |  |   | 512      |  
|Directors and officers                                     |  |   | 22            |  |   | (2                                | ) |  |   |                                       |   |  |   | (748              | ) |  |   | 1,031          |   |  |   | 303      |  
|Stock warrants                                             |  |   |              |  |   |                                  |   |  |   |                                       |   |  |   |                  |   |  |   |               |   |  |   |         |  
|                                                          
|Balance at August 31, 2003                                 |  | $ | 9,624         |  | $ | 72,822                            |   |  | $ | (34,189                                | ) |  | $ | (85,705           | ) |  | $ | (4,487         | ) |  | $ | (41,935  | )
|                                                          



See notes to consolidated financial
statements



25



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##### Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands)



|                                                                       |  | Year Ended August 31
|---------------------------------------------------------------------- |  | --------------------
|                                                                       |  |                     
|                                                                      
|Operating Activities                                                   |  |                     
|Net income (loss)                                                      |  | $                   
|Loss from discontinued operations                                      |  |                     
|Loss from sale of discontinued operations                              |  |                     
|Depreciation and amortization                                          |  |                     
|Cumulative effect of accounting change                                 |  |                     
|Issuance of common and treasury shares and stock warrants              |  |                     
|Loss on asset dispositions                                             |  |                     
|Changes in deferred liabilities                                        |  |                     
|Changes in assets and liabilities, net of acquisitions Restricted cash |  |                     
|Accounts receivable                                                    |  |                     
|Inventories                                                            |  |                     
|Other current assets                                                   |  |                     
|Accounts payable                                                       |  |                     
|Accrued liabilities                                                    |  |                     
|Other                                                                  |  |                     
|                                                                      
|                                                                       |  |                     
|Net Cash Provided by Operations                                        |  |                     
|                                                                       |  |                     
|Investing Activities                                                   |  |                     
|Additions to property, plant, and equipment                            |  |                     
|Acquisitions, net of cash acquired                                     |  |                     
|Other                                                                  |  |                     
|                                                                      
|                                                                       |  |                     
|Net Cash Used by Investing Activities                                  |  |                     
|                                                                       |  |                     
|Financing Activities                                                   |  |                     
|Additions to long-term debt                                            |  |                     
|Reduction in long-term debt                                            |  |                     
|Sale (purchase) of treasury stock                                      |  |                     
|Dividends                                                              |  |                     
|                                                                      
|                                                                       |  |                     
|Net Cash (Used) Provided by Financing Activities                       |  |                     
|                                                                       |  |                     
|Effect of exchange rate changes on cash                                |  |                     
|Cash flow related to discontinued operations                           |  |                     
|                                                                      
|Net change in cash and cash equivalents                                |  |                     
|Cash and cash equivalents at beginning of year                         |  |                     
|                                                                      
|                                                                       |  |                     
|Cash and Cash Equivalents at End of Year                               |  | $                   
|                                                                      



See notes to consolidated financial
statements



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##### Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ in thousands except per share amounts)



NATURE OF OPERATIONS

Amcast Industrial Corporation is a leading manufacturer of technology-intensive metal products. Its two
business segments are Flow Control Products, a leading supplier of copper and brass fittings for the industrial, commercial, and residential construction markets, and Engineered Components, a leading supplier of aluminum wheels and aluminum
components for automotive original equipment manufacturers in North America as well as a leading supplier of light-alloy wheels for automotive original equipment manufacturers.



ACCOUNTING POLICIES

The consolidated
financial statements include the accounts of Amcast Industrial Corporation and its subsidiaries (the Company or Amcast). Intercompany transactions, balances, and profits have been eliminated. In 2003, the Company completed the sale of its
European operation, Speedline. As such, Speedline is considered a discontinued operation and its financial results are not included in the consolidated financial statements (see Acquisitions and Divestitures). Prior to June 5, 2001, the
Companys investment in Casting Technology Company (CTC), a joint venture, was included in the accompanying consolidated financial statements using the equity method of accounting and Amcasts share of CTCs income/(loss) was reported
in other (income) loss (see Acquisitions and Divestitures).



Revenueis recognized at the time products are shipped to unaffiliated customers, legal title has passed and all significant contractual obligations of the Company have been satisfied.



Cash and cash equivalents include amounts on deposit with financial institutions and
investments with original maturities of 90 days or less. Under the Companys debt agreements, some cash was restricted to make future principal and interest payments. Restricted cash is included in other assets.



Accounts receivable are stated net of allowances for doubtful and disputed accounts of
$1,308 and $2,404 at August 31, 2003 and 2002, respectively.



Inventories are valued at the lower of cost or market. The value of U.S. inventories is determined using the last-in, first-out method (LIFO). The value of foreign inventories, at the Companys Canadian facility, is determined
using the first-in, first-out method (FIFO). Supplies and maintenance related materials, which are not a component of finished goods, but are utilized during manufacturing, are categorized as raw materials.



Property, plant, and equipment are stated at cost. Expenditures for significant
renewals and improvements are capitalized. General repairs and maintenance are charged to expense as incurred. Major repairs and maintenance are accrued for in advance of the planned major maintenance activity. Depreciation is computed using the
straight-line method based upon the estimated useful lives of the assets as follows: buildings  20 to 40 years; machinery and equipment  3 to 20 years. Depreciation expense was $24,162, $23,655, and $22,271 in 2003, 2002, and 2001,
respectively.



Toolingexpenditures reimbursable by the customer are
capitalized and classified as a current asset. Tooling expenditures not reimbursable by the customer are capitalized and classified with property, plant, and equipment then charged to expense, through depreciation, over the estimated useful life.



Goodwill represents the excess of acquisition cost over the fair value
of net assets acquired in business combinations. In 2002 and prior years, goodwill was amortized on the straight-line method over 40 years.



In 2003, the Company was required to adopt Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets. Under the
adoption of SFAS No. 142, goodwill and certain other



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##### Table of Contents

intangible assets are no longer amortized but will be reviewed annually for impairment. If, based on these reviews, the related assets are found to be
impaired, their carrying value will be adjusted through a charge to earnings. Intangible assets that are not deemed to have an indefinite life will continue to be amortized over their expected useful lives and be reviewed for impairment in
accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.



Upon adoption of SFAS No. 142 in the first quarter of fiscal 2003, the Company completed its impairment review and determined that all of its goodwill, relating primarily to Speedline, was impaired. This impairment is
reflected in the Companys declining stock price and the weak financial performance of the reporting units related to the impaired goodwill. As such, the Company recorded a non-cash charge of $46,536, net of tax of $464, to reduce the carrying
value of its goodwill to zero. This charge is recorded as a cumulative effect of an accounting change in the accompanying consolidated financial statements.



If the Company records any goodwill related to future transactions, it will follow the accounting rules of SFAS No. 141, Business Combinations, and will
perform an impairment review annually at the beginning of the fourth fiscal quarter.



In prior years, goodwill and other long-lived assets were reviewed for impairment under SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, which required a review for
impairment whenever events or changes in circumstances indicated that the carrying amount of an asset might not be recoverable. SFAS No. 121 required an estimation of future undiscounted cash flows expected to result from the use of the asset and
its eventual disposition. SFAS No. 121 has since been superceded by SFAS No. 144.



The impact of the non-amortization provisions of Statement No. 142 is as follows:



|                                           |  | Year Ended August 31
|------------------------------------------ |  | --------------------
|                                           |  |                     
|                                          
|Results of operations                      |  |                     
|Reported loss from continuing operations   |  | $                   
|Goodwill amortization                      |  |                     
|                                          
|Adjusted loss from continuing operations   |  | $                   
|                                          
|Reported loss from discontinued operations |  | $                   
|Goodwill amortization                      |  |                     
|                                          
|Adjusted loss from discontinued operations |  | $                   
|                                          
|Cumulative effect of accounting change     |  | $                   
|                                          
|Reported net loss                          |  | $                   
|Goodwill amortization                      |  |                     
|                                          
|Adjusted net loss                          |  | $                   
|                                          
|Basic and diluted loss per share:          |  |                     
|Reported loss from continuing operations   |  | $                   
|Goodwill amortization                      |  |                     
|                                          
|Adjusted loss from continuing operations   |  | $                   
|                                          
|Reported loss from discontinued operations |  | $                   
|Goodwill amortization                      |  |                     
|                                          
|Adjusted loss from discontinued operations |  | $                   
|                                          
|Cumulative effect of accounting change     |  | $                   
|                                          
|Reported net loss                          |  | $                   
|Goodwill amortization                      |  |                     
|                                          
|Adjusted net loss                          |  | $                   
|                                          



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Deferred income taxes are provided for temporary differences between financial and tax reporting in accordance
with the liability method under the provisions of SFAS No. 109, Accounting for Income Taxes. Significant factors considered by the Company in estimating the probability of the realization of deferred taxes include expectations of future
earnings and taxable income, as well as application of tax laws in the jurisdictions in which the Company operates.



At August 31, 2003, the Company had valuation allowances against some of its deferred tax assets. Valuation allowances serve to reduce the recorded deferred tax assets to
amounts reasonably expected to be realized as tax savings in the future. Establishing valuation allowances and their subsequent adjustment requires a significant amount of judgment because realizing deferred tax assets, particularly those assets
related to net operating loss carryforwards, is generally contingent on generating taxable income, reversing deferred tax liabilities in the future, and the availability of qualified tax planning strategies.



Earnings per common share are calculated under the provisions of SFAS No. 128,
Earnings per Share. The calculation of basic earnings per share is based on the weighted-average number of common shares outstanding. The calculation of diluted earnings per share is based on the weighted-average number of common shares
outstanding plus all potential dilutive common shares outstanding.



Freight
costswere classified as cost of goods sold during 2003 and 2002. For 2001, freight costs totaling $2,981 were classified as a deduction from sales.



Stock options, as allowed under SFAS No. 123, Accounting for Stock-Based Compensation, are accounted for in accordance with APB No. 25,
Accounting for Stock Issued to Employees, and related interpretations.



New accounting standardsissued include SFAS No. 141, Business Combinations; SFAS No. 142, Goodwill and Other Intangible Assets; SFAS No. 143, Accounting for Asset Retirement Obligations; SFAS No.
144, Accounting for Impairment or Disposal of Long-Lived Assets; SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities; and SFAS No. 148, Accounting for Stock-Based Compensation 
Transition and Disclosure.



SFAS No. 141 discontinues the use of the
pooling of interest method and requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. This statement also changes the criteria to recognize intangible assets separate from goodwill.



Under the adoption of SFAS No. 142, goodwill and certain other intangible
assets are no longer amortized but are reviewed annually for impairment. If, based on these reviews, the related assets are found to be impaired, their carrying value is adjusted through a charge to earnings. Intangible assets that are not deemed to
have an indefinite life will continue to be amortized over their expected useful lives and be reviewed for impairment in accordance with SFAS No. 144. See Goodwill in the Accounting Policies section of the Notes to
Consolidated Financial Statements.



SFAS No. 143 addresses financial accounting
and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. It applies to legal obligations associated with the retirement of long-lived assets that result from the
acquisition, construction, development and (or) the normal operation of a long-lived asset, except for certain obligations of lessees. The Statement requires the fair value of a liability for an asset retirement obligation be recognized in the
period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The effect of adopting this standard was not material to
the Companys 2003 results of operations or financial position.



SFAS No.
144, supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, as well as certain provisions of APB Opinion No. 30, Reporting the Results of



29



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##### Table of Contents

Operations  Reporting the Effects of a Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions. The main objective of SFAS No. 144 is to further clarify certain provisions of SFAS No. 121 relating to the impairment of long-lived assets. SFAS No. 144 also includes more stringent requirements for classifying assets available
for disposal and expands the scope of activities that will require discontinued operations reporting. The Company utilized the guidelines of SFAS No. 144 in recording the sale of Speedline; however, the actual act of adopting SFAS No. 144 did not
have a material impact the Companys results of operations or financial position in 2003.



SFAS No. 146 establishes revised guidelines for the recognition of restructuring costs. Previously the Company accounted for its restructuring initiatives under the provisions of Emerging Issues Task Force Consensus
No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity. This standard is not expected to significantly change the types of costs reported as restructuring costs but has the potential
to change the timing of their recognition. The adoption of SFAS No. 146 did not have a material impact the Companys results of operations or financial position in 2003.



SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for an
entity that voluntarily changes to the fair-value based method of accounting (i.e., expensing) for stock-based employee compensation. It also amends the disclosure provisions of that Statement to require prominent disclosure about the effects on
reported net income of an entitys accounting policy decisions with respect to stock-based employee compensation. Finally, this Statement amends APB Opinion No. 28, Interim Financial Reporting, to require disclosure about the
effects on reported net income of an entitys accounting policy decisions with respect to stock-based employee compensation in interim financial information. This statement did not have any impact on the Companys consolidated financial
statements, as the Company has only adopted the disclosure provisions of SFAS No. 123. The amendment to APB No. 28 became effective for the Company in the third quarter of fiscal 2003 and, as such, the additional disclosure requirements were
reflected in the Companys 2003 third quarter financial statements.



Had
compensation cost been determined based upon the fair value of the options at the grant date consistent with the alternative fair value method set forth in SFAS No. 123, the Companys net loss and loss per share would have been adjusted to the
pro forma amounts indicated as follows:



|                                                                      |  |   | 2003     |   |  |   | 2002    |   |  |   | 2001    |  
|--------------------------------------------------------------------- |  | - | -------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                     
|Net loss as reported                                                  |  | $ | (109,681 | ) |  | $ | (21,085 | ) |  | $ | (37,131 | )
|                                                                      |  |   |         
|Effect on reported loss of accounting for stock options at fair value |  |   | (187     | ) |  |   | (978    | ) |  |   | (872    | )
|                                                                     
|Pro forma net loss                                                    |  | $ | (109,868 | ) |  | $ | (22,063 | ) |  | $ | (38,003 | )
|                                                                     
|Loss per common share                                                 |  |   |          |   |  |   |         |   |  |   |         |  
|                                                                      |  |   |         
|Basic and diluted                                                     |  |   |          |   |  |   |         |   |  |   |         |  
|                                                                      |  |   |         
|As reported                                                           |  | $ | (12.26   | ) |  | $ | (2.45   | ) |  | $ | (4.38   | )
|                                                                      |  |   |         
|Pro forma                                                             |  | $ | (12.28   | ) |  | $ | (2.56   | ) |  | $ | (4.48   | )
|                                                                     



Use of estimatesand
assumptions are made by management in the preparation of the financial statements in conformity with generally accepted accounting principles in the United States, that affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.



Certain
reclassifications have been made to certain prior year amounts to conform to the current-year presentation.



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ACQUISITIONS AND DIVESTITURES

On March 17, 2003, the Company completed the sale of all the capital stock of its wholly-owned subsidiary, ASW International II, B.V., which owned all of the stock of Speedline S.r.l. (Speedline), to Crown Executive Aviation Limited, a
private company organized under the laws of the United Kingdom. Principal products manufactured by Speedline include aluminum wheels for passenger cars and trucks, as well as aluminum and magnesium racing wheels, aftermarket wheels, modular wheels,
and hubcaps. Speedline, the Companys European operation, was reported as a discontinued operation beginning with the 2003 second quarter. After deducting costs related to the transaction, there were no net cash proceeds from the sale. The sale
resulted in an after tax loss of $50,423. Cumulative foreign currency translation losses of $1,303 were included in the $50,423 after tax loss.



The Company recorded a net tax benefit of $7,589 related to the sale of Speedline. The Company was limited in the amount of tax benefit it currently could record
according to SFAS No. 109, Accounting for Income Taxes and recorded a tax valuation allowance of $30,606 related to this transaction. The Company believes it may be able to recognize, at some point in future fiscal years, a substantial
portion of the tax benefit currently limited by SFAS No. 109.



Speedline was
previously included in the Engineered Components segment and is currently reported as discontinued operations in the consolidated financial statements. The consolidated financial statements for all prior periods have been adjusted to reflect this
presentation. Operating results for Speedline included in discontinued operations are presented in the following table.



|                                  |  | Year Ended August 31
|--------------------------------- |  | --------------------
|                                  |  |                     
|                                 
|Net Sales                         |  | $                   
|Operating Loss                    |  |                     
|Other income (expense)            |  |                     
|Interest expense                  |  |                     
|                                 
|Loss Before Income Taxes          |  |                     
|Income tax (expense) benefit      |  |                     
|                                 
|Loss From Discontinued Operations |  | $                   
|                                 

|* |  | Activity is through March 17, 2003, the date of the sale of Speedline
|- |  | ---------------------------------------------------------------------



SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets, requires that assets held for sale (discontinued operations) be measured at the
lower of their carrying amount or fair value. Fair value is defined in SFAS No. 144 as the amount at which the asset (liability) could be bought or sold in a current transaction between willing parties less applicable sales expenses. Based on the
guidelines of SFAS No. 144, the assets and liabilities of Speedline, as of the end of the second fiscal quarter of 2003, were written down to their estimated net fair value of $1,000. After deducting sale expenses and intercompany debt, the recovery
value was less than zero.



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##### Table of Contents

The major classes of assets and liabilities of the discontinued Speedline operations in the Consolidated Balance Sheets
as of March 2, 2003 (at estimated fair value) and August 31, 2002 (at book value) were as follows:



|                                    |  |   | March 2 2003 |  |   | August 31 2002
|----------------------------------- |  | - | ------------ |  | - | --------------
|                                   
|Cash and cash equivalents           |  | $ | 1,727        |  | $ | 2,348         
|Accounts receivable                 |  |   | 27,250       |  |   | 27,913        
|Inventories                         |  |   | 20,350       |  |   | 24,188        
|Other current assets                |  |   |             |  |   | 893           
|Property, plant and equipment (net) |  |   | 33,367       |  |   | 83,193        
|Other noncurrent assets             |  |   |             |  |   | 47,186        
|                                   
|Total Assets                        |  |   | 82,694       |  |   | 185,721       
|                                    |  |  
|Current portion of long-term debt   |  |   | 10,560       |  |   | 8,996         
|Accounts payable                    |  |   | 39,545       |  |   | 33,112        
|Accrued expenses                    |  |   | 16,143       |  |   | 19,388        
|Long-term debt                      |  |   | 1,220        |  |   | 1,399         
|Deferred liabilities                |  |   | 14,226       |  |   | 23,652        
|                                   
|Total Liabilities                   |  |   | 81,694       |  |   | 86,547        
|                                   
|Net Assets                          |  | $ | 1,000        |  | $ | 99,174        
|                                   



As of August 31, 2003, there were no
assets and liabilities related to Speedline on the Companys books, as the sale occurred on March 17, 2003.



Effective June 5, 2001, the Company purchased the remaining 40% share in Casting Technology Company (CTC), from Izumi Industries, LTD, bringing the Companys total
ownership to 100%. The purchase price was approximately $4,000 of which $2,000 was payable in equal annual installments over the next five years. As of August 31, 2003, $1,200 remains payable over the next three years. The acquisition was accounted
for by the purchase method; accordingly, the cost of the acquisition was allocated on the basis of the estimated fair market value of the assets acquired and liabilities assumed. No goodwill was recognized from the transaction. The financial results
of CTC have been included as part of the Engineered Components segment in the consolidated financial statements since the purchase of the remaining 40% share. Prior to June 5, 2001, the Companys investment in CTC was accounted for by the
equity method and Amcasts share of CTCs income/(loss) was included in other (income) expense.



INVENTORY

The major components of inventories as of August 31 are:



|                                                        |  |   | 2003   |   |  |   | 2002   |  
|------------------------------------------------------- |  | - | ------ | - |  | - | ------ | -
|                                                       
|Finished products                                       |  | $ | 10,833 |   |  | $ | 19,429 |  
|Work in process                                         |  |   | 3,611  |   |  |   | 4,462  |  
|Raw materials and supplies                              |  |   | 8,336  |   |  |   | 9,142  |  
|                                                       
|                                                        |  |   | 22,780 |   |  |   | 33,033 |  
|Less amount to reduce certain inventories to LIFO value |  |   | (3,776 | ) |  |   | (5,237 | )
|                                                       
|Inventories                                             |  | $ | 19,004 |   |  | $ | 27,796 |  
|                                                       



Inventory at the Companys
Canadian facility is reported on the FIFO method and totaled $430 and $634 at August 31, 2003 and 2002, respectively. During 2003, inventory balances declined which resulted in liquidation of LIFO inventory layers carried at lower costs prevailing
in prior years compared with the cost of current-year inventory additions. The effect of the inventory reduction decreased cost of sales by $1,461 and decreased the net loss by approximately $935, or $0.10 per share.



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##### Table of Contents

LONG-TERM DEBT AND CREDIT ARRANGEMENTS

The following table summarizes the Companys long-term borrowings at August 31:



|                                          |  |   | 2003    |  |   | 2002   
|----------------------------------------- |  | - | ------- |  | - | -------
|                                         
|Lender Group and Senior Note Holder Debt: |  |   |         |  |   |        
|LIFO Credit Agreement                     |  | $ | 11,395  |  | $ | 15,000 
|Senior notes                              |  |   | 45,664  |  |   | 46,763 
|Revolving credit notes                    |  |   | 100,826 |  |   | 103,880
|Lines of credit                           |  |   | 12,793  |  |   | 13,149 
|CTC Credit Agreement:                     |  |   |         |  |   |        
|CTC term loan                             |  |   | 2,856   |  |   | 5,856  
|CTC revolving credit facility             |  |   | 3,400   |  |   | 3,100  
|Other debt                                |  |   | 706     |  |   | 562    
|                                         
|                                          |  |   | 177,640 |  |   | 188,310
|Less current portion                      |  |   | 2,456   |  |   | 11,062 
|                                         
|Long-Term Debt                            |  | $ | 175,184 |  | $ | 177,248
|                                         



Lender Group and Senior Note Holder
Debt



Due to losses incurred during the second quarter of fiscal 2001, the
Company was not in compliance with debt-to-earnings and interest coverage covenants under its lender group and senior note holder debt. Since that time, the Company has successfully negotiated a series of debt restructurings with its lender group
and senior note holders. Each of these debt restructurings established new financial covenants and new maturity dates for the debt. The most recent debt restructuring occurred in August 2003, between the Company and its lender group and senior note
holders (the Restructuring Agreements). The Company also restructured the LIFO credit agreement (the LIFO Agreement).



As restructured, the revolving credit notes, the lines of credit, and the senior notes have been extended through September 14, 2006. The Company cannot borrow additional
funds under the Restructuring Agreements. These lenders have security interests in the assets of the Company and the Companys U.S. subsidiaries. Interest rates for outstanding borrowings are prime plus 2% for revolver borrowings and lines of
credit, and 9.09% plus 1% for payment in kind for the senior notes.



In
accordance with the debt restructuring terms, the Company has outstanding $11,395 on the LIFO Agreement. Amounts due under the LIFO Agreement are $1,000 in February 2004 and $300 in May 2004. Additionally the Company was required to apply $1,000 of
restricted cash related to CTC to pay down its LIFO borrowings. The interest rate of the LIFO Agreement is prime plus 2%.



The Restructuring Agreements and the LIFO Agreement, as restructured, contain certain financial covenants regarding a fixed charge coverage ratio, quarterly earnings
before interest, taxes, depreciation and amortization (EBITDA), capital expenditures, and debt repayments.



The Restructuring Agreements provide that financial covenants may be adjusted based on a final company plan approved by the lender group.



The Restructuring Agreements contain a covenant that requires the Company to use its good faith best efforts to refinance all of the
Restructuring and LIFO Agreement debt on or before September 1, 2004, or sell substantially all of its assets before September 1, 2004. The Agreements contain eight milestones that specify that certain events be met by certain dates. The first event
requires the retention of an investment advisor by August 31, 2003. This event has been satisfied. In the opinion of the Company, four of the seven remaining milestones are reasonably in the control of the Company. The other three are not. In the
event of a missed event, a $200 fee must be paid for each missed occurrence.



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##### Table of Contents

In relation to past refinancing activity with the lender group and the senior note holders, the Company granted warrants
in 2002 and in 2001 to purchase 255,220 shares and 455,220 shares, respectively, of the Companys common stock at a purchase price of $3.05 per share and $8.80 per share, respectively. These warrants are currently exercisable and expire in June
2005.



CTC Credit Agreement



The CTC Agreement provides for borrowings under a revolving credit facility and a term loan.
The revolving line of credit facility provides for up to $5,000 in borrowings ($1,600 was available as of August 31, 2003) and matures in September 2006. The term loan matures in September 2008 with current year debt payments as follows: $150 due
December 2003, $150 due March 2004, and $150 due June 2004. Interest on the revolving credit facility and the term loan is based on CTCs debt to EBITDA ratio, which ranges between prime plus 0.25% to prime plus 1.25%, or LIBOR plus 2.25% to
LIBOR plus 3.25%.



Other Debt



Other debt is related to the Companys annual insurance premium financing.



Debt Maturities



The carrying amounts of the Companys debt instruments approximate fair value as defined under SFAS No. 107, Disclosures about
Fair Value of Financial Instruments. Fair value is estimated based on discounted cash flows, as well as other valuation techniques. Long-term debt maturities for each of the next five years are as follows:



|          
|----------
|2004      
|2005      
|2006      
|2007      
|2008      
|Thereafter
|          
|Total     
|          



Interest expense paid was $15,285,
$16,795, and $15,993 in 2003, 2002, and 2001, respectively. Other financing costs classified in interest expense in 2003 were $1,308 related to receivables financing and $548 related to various bank fees. Other financing costs classified in interest
expense in 2002 were $1,365 related to receivables financing, $336 for issuing warrants from the 2002 debt restructuring, and $905 related to various bank fees. In 2001, other financing costs classified in interest expense were $1,439 for issuing
warrants from the 2001 debt restructuring and $281 of costs for various bank fees.



LEASES

The Company has a number of operating lease agreements primarily involving machinery, physical distribution, and computer equipment.
Certain of these leases contain renewal or purchase options that vary by lease. These leases are noncancelable and expire on dates through 2008. During 1999 and 2000, the Company entered into sale-leaseback transactions whereby the Company sold new
and existing manufacturing equipment and leased it back for 7 years. The leasebacks are being accounted for as operating leases. The gains of $2,044 have been deferred and are being amortized to income over the lease term.



Rent expense was $5,112, $4,789, and $4,984, for the years ended August 31, 2003, 2002, and
2001, respectively.



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##### Table of Contents

The following is a schedule by year of future minimum rental payments required under the operating leases that have
initial or remaining noncancelable lease terms in excess of one year as of August 31, 2003:



|                            
|----------------------------
|2004                        
|2005                        
|2006                        
|2007                        
|2008                        
|2009 and thereafter         
|                            
|                            
|Total Minimum Lease Payments
|                            



PENSION PLANS AND POSTRETIREMENT
HEALTH CARE AND LIFE INSURANCE BENEFITS

Pension Plans:    The Company has a noncontributory defined benefit pension
plan covering certain employees. The plan covers salaried employees and provides pension benefits that are based on years of credited service, employee compensation during years preceding retirement, and the primary social security benefit. The plan
also covers hourly employees and provides pension benefits of stated amounts for each year of credited service. The Companys policy is to fund the annual amount required by the Employee Retirement Income Security Act of 1974. Plan assets
consist of U.S. Treasury bonds and notes, U.S. governmental agency issues, corporate bonds, and common stocks. The plan held 510,526 common shares of the Company at August 31, 2003 (0.9% of plan assets) and August 31, 2002 (2.0% of plan assets).



The Company also has an unfunded nonqualified supplementary benefit plan
through which the Company provides supplemental pension payments in excess of qualified plan payments including payments in excess of limits imposed by federal tax law and other benefits. The plan covers certain current and former officers and key
employees.



In addition, the Company participates in a multi-employer plan that
provides defined benefits to certain bargaining unit employees. The Companys contributions to the multi-employer plan totaled $287, $313, and $357, for 2003, 2002, and 2001, respectively.



Postretirement Health and Life:    The Company funds
postretirement benefits on a cash basis. The Company previously provided postretirement life insurance benefits to certain employees who retired prior to July 1, 1999 and all non-organized salaried and hourly employees who participate in the defined
benefit pension plan. Effective June 1, 2002, the Company amended its postretirement benefit plans and terminated postretirement life insurance for all retirees except for those under contractual agreements. This amendment decreased the
Companys net postretirement obligation by $888, which increased income. The Company previously provided health insurance benefits to designated salaried and hourly employees who participated in the defined benefit pension plan and who retired
prior to January 1, 1992. Effective July 1, 2001, the Company amended its postretirement benefit plans and terminated postretirement health insurance for all existing retirees. This amendment decreased the Companys net postretirement
obligation by $1,684.



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##### Table of Contents

The following tables provide a reconciliation of the change in the benefit obligation, the change in plan assets, and a
statement of the funded status of the plans.



|                                                        |  | Pension Benefits |         | Postretirement Benefits
|------------------------------------------------------- |  | ---------------- | ------- | -----------------------
|                                                        |  |                  | 2003    |                        
|                                                       
|Change in Benefit Obligation                            |  |                  |         |                        
|Benefit obligation at beginning of year                 |  | $                | 104,353 |                        
|Service cost                                            |  |                  | 1,385   |                        
|Interest cost                                           |  |                  | 7,415   |                        
|Plan amendments                                         |  |                  | 263     |                        
|Actuarial (gain) loss                                   |  |                  | 9,467   |                        
|Plan curtailment                                        |  |                  |        |                        
|Benefits paid                                           |  |                  | (8,482  | )                      
|                                                       
|Benefit obligation at end of year                       |  | $                | 114,401 |                        
|                                                       
|                                                        |  |                  |         |                        
|Change in Plan Assets                                   |  |                  |         |                        
|Fair value of plan assets at beginning of year          |  | $                | 94,052  |                        
|Actual return on plan assets                            |  |                  | (6,214  | )                      
|Employer contribution                                   |  |                  | 17      |                        
|Benefits paid                                           |  |                  | (8,482  | )                      
|                                                       
|Fair value of plan assets at end of year                |  | $                | 79,373  |                        
|                                                       
|                                                        |  |                  |         |                        
|Funded Status                                           |  |                  |         |                        
|Funded status                                           |  | $                | (35,028 | )                      
|Unrecognized net actuarial (gains) loss                 |  |                  | 40,257  |                        
|Unrecognized prior service cost                         |  |                  | 5,716   |                        
|                                                       
|Net asset (liability)                                   |  | $                | 10,945  |                        
|                                                       
|                                                        |  |                  |        
|Amounts Recognized in Statements of Financial Condition |  |                  |         |                        
|Prepaid (accrued) benefit cost                          |  | $                | 10,945  |                        
|Additional minimum liability                            |  |                  | (44,192 | )                      
|Intangible asset                                        |  |                  | 6,236   |                        
|Accumulated other comprehensive losses                  |  |                  | 37,956  |                        
|                                                       
|Net amount recognized                                   |  | $                | 10,945  |                        
|                                                       



The assumptions used in measuring the
Companys benefit obligation and net periodic benefit cost follow:



|                               |  | 2003 |      |  | 2002 |      |  | 2003 |   |  | 2002 |  
|------------------------------ |  | ---- | ---- |  | ---- | ---- |  | ---- | - |  | ---- | -
|                              
|Weighted-average assumptions   |  |      |      |  |      |      |  |      |   |  |      |  
|Discount rate                  |  | 6.25 | %    |  | 7.40 | %    |  | 6.25 | % |  | 7.40 | %
|Expected return on plan assets |  | 9.00 | %    |  | 9.00 | %    |  |     |   |  |     |  
|Rate of compensation increase  |  | 4.20 | %(a) |  | 4.70 | %(b) |  |     |   |  |     |  

|(a) |  | Based on a 3.0% salary increase plus 1.2% for promotions.
|--- |  | ---------------------------------------------------------

|(b) |  | Based on a 3.5% salary increase plus 1.2% for promotions.
|--- |  | ---------------------------------------------------------



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##### Table of Contents

The components of net periodic benefit cost included in results of operations follow:



|                                     |  | Pension Benefits |         |   | Postretirement Benefits
|------------------------------------ |  | ---------------- | ------- | - | -----------------------
|                                     |  |                  | 2003    |   |                        
|                                    
|Net Periodic Benefit Cost            |  |                  |         |   |                        
|Service cost                         |  | $                | 1,385   |   |                        
|Interest cost                        |  |                  | 7,415   |   |                        
|Expected return on plan assets       |  |                  | (10,559 | ) |                        
|Amortization of prior service cost   |  |                  | 408     |   |                        
|Recognized net actuarial (gain) loss |  |                  | (83     | ) |                        
|Amortization of transition asset     |  |                  |        |   |                        
|Settlement loss                      |  |                  |        |   |                        
|Recognition of prior service costs   |  |                  |        |   |                        
|                                    
|Net periodic benefit cost (benefit)  |  | $                | (1,434  | ) |                        
|                                    



The Company also sponsors a 401(k)
profit sharing plan for the benefit of substantially all domestic salaried employees. The Company had previously provided a 25% match on employee contributions up to 6% of eligible compensation and a supplemental savings match from 1% to 35% based
on the Company achieving a minimum return on shareholders equity and subject to IRS limitations. Effective June 1, 2003 this Company matching 401(k) contribution was discontinued. The Company currently offers no match on employee
contributions. Matching contributions made by the Company totaled $452, $598, and $596, for 2003, 2002, and 2001, respectively.



COMMITMENTS AND CONTINGENCIES

At August 31, 2003, the Company has
committed to capital expenditures of $1,197 in 2004, primarily for the Engineered Components segment.



The Company, as is normal for the industry in which it operates, is involved in certain legal proceedings and subject to certain claims and site investigations which arise under the environmental laws and which have
not been finally adjudicated.



The Company has been identified as a potentially
responsible party by various state agencies and by the United States Environmental Protection Agency (U.S. EPA) under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, for costs associated with U.S. EPA-led
multi-party sites and state environmental agency-led remediation sites. The majority of these claims involve third-party owned disposal sites for which compensation is sought from the Company as an alleged waste generator for recovery of past
governmental costs or for future investigation or remedial actions at the multi-party sites. The designation as a potentially responsible party and the assertion of such claims against the Company are made without taking into consideration the
nature or extent of the Companys involvement with the particular site. In several instances, claims have been asserted against a number of other entities for the same recovery or other relief as was asserted against the Company. These claims
are in various stages of administrative or judicial proceeding. The Company has no reason to believe that it will have to pay a significantly disproportionate share of clean-up costs associated with any non-Company-owned site.



There is one Company-owned property in Pennsylvania where state-supervised cleanups are
currently underway and two other Company-owned properties at which the U.S. EPA is overseeing an investigation or where long-standing remediation is underway.



To the extent possible, with the information available at the time, the Company has evaluated its responsibility for costs and related liability with respect to the
above sites. The Company is of the opinion that its liability with respect to those sites should not have a material adverse effect on its financial position or results of operations. In



37



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arriving at this conclusion, the principal factors considered by the Company were ongoing settlement discussions with respect to certain of the sites, the
volume and relative toxicity of waste alleged to have been disposed of by the Company at certain sites, which factors are often used to allocate investigative and remedial costs among potentially responsible parties, the probable costs to be paid by
other potentially responsible parties, total projected remedial costs for a site, if known, and the Companys existing reserve to cover costs associated with unresolved environmental proceedings. At August 31, 2003, the Companys accrued
undiscounted reserve for such contingencies was $2,594.



Based upon the
contracts and agreements with regards to two environmental matters, the Company believes it is entitled to indemnity for remediation costs at two sites and believes it is probable that the Company can recover a substantial portion of the costs.
Accordingly, the Company has recorded receivables of $1,265 related to anticipated recoveries from third parties.



In addition, a group of nine plaintiffs brought a superfund private cost recovery and contribution action against the Company and fifty-one other parties in the United
States District Court for the Southern District of Ohio, Western Division, which is captioned, Cargill, Inc. et al. V. Abco Construction, et al. (Case No. C-3-98-3601). The action involves the Valleycrest disposal site in Dayton, Ohio. The
plaintiffs have taken the lead in investigating and remediating the site. The Company believes its responsibility with respect to this site is very limited due to the nature of the foundry sand waste it is alleged to have disposed at the site. The
Company is defending this matter vigorously.



MAJOR CUSTOMERS AND CREDIT
CONCENTRATION

The Company sells products to customers primarily in the United States, Canada, and Europe. The Company performs ongoing credit
evaluations of customers, and generally does not require collateral. Allowances are maintained for potential credit losses and such losses have been within managements expectations. On August 31, 2003, gross trade receivables from the
automotive industry were $26,283, $11,766 was due from the construction industry, and $1,377 was due from industrial related sales.



Sales to the Companys largest customer, General Motors, were $146,188, $142,384 and $117,886 for the years ended August 31, 2003, 2002, and 2001, respectively.
Trade receivables from General Motors on August 31, 2003, 2002, and 2001, were $6,453, $7,471, and $2,983, respectively, and were current. No other single customer accounted for a material portion of trade receivables.



PREFERRED SHARE PURCHASE RIGHTS

Under the Companys Shareholder Rights Plan, as amended on February 24, 1998, holders of common shares have one preferred share purchase right (collectively, the
Rights) for each common share held. The Rights contain features, which, under defined circumstances, allow holders to buy common shares at a bargain price. The Rights are not presently exercisable and trade in tandem with the common shares. The
Rights become exercisable following the close of business on the earlier of (i) the 20th day after a public announcement that a person or group has acquired 15% or more of the common shares of the Company or (ii) the date designated by the
Companys board of directors. It is expected that the Rights will begin to trade independently of the Companys common shares at that time. Unless renewed, the Rights expire on February 23, 2008.



INCOME TAXES

For financial reporting purposes, the components of income (loss) before income tax are all related to the United States.



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##### Table of Contents

The provisions for income taxes on continuing operations are as follows:



|                             |  |   | 2003 |   |  |   | 2002   |   |  |   | 2001    |  
|---------------------------- |  | - | ---- | - |  | - | ------ | - |  | - | ------- | -
|                            
|Currently payable            |  |   |      |   |  |   |        |   |  |   |         |  
|State and local              |  | $ | (34  | ) |  | $ | (869   | ) |  | $ | (21     | )
|Foreign                      |  |   | 20   |   |  |   | 98     |   |  |   | (239    | )
|Federal                      |  |   |     |   |  |   | (2,975 | ) |  |   | (3,068  | )
|                            
|Current                      |  |   | (14  | ) |  |   | (3,746 | ) |  |   | (3,328  | )
|                             |  |   |     
|Deferred                     |  |   |      |   |  |   |        |   |  |   |         |  
|State and local              |  |   | (596 | ) |  |   | (910   | ) |  |   | (264    | )
|Foreign                      |  |   |     |   |  |   |       |   |  |   |        |  
|Federal                      |  |   | 128  |   |  |   | (335   | ) |  |   | (10,395 | )
|                            
|Deferred                     |  |   | (468 | ) |  |   | (1,245 | ) |  |   | (10,659 | )
|                            
|Income Tax Expense (Benefit) |  | $ | (482 | ) |  | $ | (4,991 | ) |  | $ | (13,987 | )
|                            



Reconciliation of income taxes on
continuing operations computed by applying statutory federal income tax rate to the provisions (benefits) for income taxes follows:



|                                          |  |   | 2003 |   |  |   | 2002   |   |  |   | 2001    |  
|----------------------------------------- |  | - | ---- | - |  | - | ------ | - |  | - | ------- | -
|                                         
|Federal income tax at statutory rate      |  | $ | (413 | ) |  | $ | (3,291 | ) |  | $ | (13,987 | )
|Federal tax credits                       |  |   |     |   |  |   | (200   | ) |  |   | (200    | )
|State taxes                               |  |   | (630 | ) |  |   | (1,568 | ) |  |   | (285    | )
|Goodwill amortization                     |  |   |     |   |  |   | 66     |   |  |   | 66      |  
|Higher effective taxes of other countries |  |   |     |   |  |   |       |   |  |   |        |  
|Other                                     |  |   | 561  |   |  |   | 2      |   |  |   | 419     |  
|                                         
|Income Tax Expense (Benefit)              |  | $ | (482 | ) |  | $ | (4,991 | ) |  | $ | (13,987 | )
|                                         



Significant components of deferred tax
assets and liabilities are as follows:



|                                               |  |   | 2003    |   |  |   | 2002    |  
|---------------------------------------------- |  | - | ------- | - |  | - | ------- | -
|                                              
|Deferred tax assets related to                 |  |   |         |   |  |   |         |  
|Accrued compensation and related items         |  | $ | 12,293  |   |  | $ | 3,820   |  
|Tax credit carryforwards                       |  |   | 4,223   |   |  |   | 4,177   |  
|Net operating losses                           |  |   | 54,546  |   |  |   | 16,698  |  
|Other                                          |  |   | 4,663   |   |  |   | 5,105   |  
|                                              
|                                               |  |  
|Deferred tax assets before valuation allowance |  |   | 75,725  |   |  |   | 29,800  |  
|Valuation allowance                            |  |   | (47,448 | ) |  |   | (7,155  | )
|                                              
|                                               |  |  
|Deferred tax assets                            |  |   | 28,277  |   |  |   | 22,645  |  
|Deferred tax liabilities related to            |  |   |         |   |  |   |         |  
|Depreciation                                   |  |   | (17,679 | ) |  |   | (19,324 | )
|Other                                          |  |   | (5,579  | ) |  |   | (7,298  | )
|                                              
|                                               |  |  
|Deferred tax liabilities                       |  |   | (23,258 | ) |  |   | (26,622 | )
|                                              
|Net Deferred Tax Assets (Liabilities)          |  | $ | 5,019   |   |  | $ | (3,977  | )
|                                              



The Company has domestic net operating
loss carryforwards totaling $135,404, of which $114,962 relate to current and prior year operations and $20,442 were recorded as part of the Izumi, Inc. stock acquisition. The domestic net operating loss carryforwards will expire in years 2009
through 2024. In addition, the Company has



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income tax credits of $1,288 expiring in 2022 and an alternative minimum tax credit of $2,935 that has an unlimited carryforward period. For financial
reporting purposes, a valuation allowance of $47,448 has been recognized to offset deferred tax assets related to those carryforwards. Of the $47,448 valuation allowance, $30,606, relates to the sale of a foreign subsidiary, $7,155 relates to the
net operating loss carryforwards associated with the Izumi, Inc. stock purchase and $9,687 relates to recording of the Companys minimum pension liability.



The Company received net income tax refunds totaling $1,743, $9,031 and $1,028 in 2003, 2002 and 2001, respectively.



Undistributed earnings of the Companys foreign subsidiaries are considered to be
permanently reinvested and, accordingly, no provisions for U.S. income taxes have been provided thereon. It is not practical to determine the deferred tax liability for temporary differences related to these undistributed earnings.



STOCK OPTIONS

The Company has two plans under which stock options for the purchase of common shares can be granted. The 1999 Stock Incentive Plan provides for the granting of options for the purchase of a maximum of 850,000 shares,
stock appreciation rights, performance awards, and restricted stock awards to key employees of the Company. Options awarded under the plan may not be granted at an option price less than the fair market value of a share on the date the option is
granted, and the maximum term of an option may not exceed ten years. All options currently granted under the plan are exercisable one year after the date of grant.



The 1999 Director Stock Option Plan provides for the granting of options for the purchase of a maximum of 250,000 shares. Under the plan,
each person serving as a director of the Company on the first business day of January of each year, who is not employed by the Company, is automatically granted options for the purchase of 1,500 shares. All options were granted at an option price
equal to the fair market value of a share on the date of grant. Each option is exercisable one year after the date of grant and the maximum term of an option may not exceed ten years.



Certain options also remain outstanding and exercisable from prior stock option plans. In addition, an executive officer received a total of
150,000 stock options as inducement to employment at an exercise price of $5.48 in 2002 and three executive officers received a total of 290,000 stock options as an inducement to their employment at an average exercise price of $8.89 in 2001.



Information regarding the Companys stock option plans for the years
ended August 31, 2003, 2002, and 2001 follows:



|                                                                                                            |  | 2003 Weighted- Average Exercise |   | 2002 Weighted- Average Exercise |   | 2001 Weighted- Average Exercise
|----------------------------------------------------------------------------------------------------------- |  | ------------------------------- | - | ------------------------------- | - | -------------------------------
|                                                                                                            |  | Shares                          |   |                                 |   | Price                          
|                                                                                                           
|                                                                                                            |  |                                 |   |                                 |   |                                
|Outstanding at beginning of year                                                                            |  | 1,295,804                       |   |                                 | $ | 10.00                          
|Granted                                                                                                     |  | 10,500                          |   |                                 | $ | 1.76                           
|Exercised                                                                                                   |  | 0                               |   |                                 | $ | 0.00                           
|Cancelled                                                                                                   |  | (268,516                        | ) |                                 | $ | 12.24                          
|                                                                                                           
|Outstanding at end of year                                                                                  |  | 1,037,788                       |   |                                 | $ | 9.34                           
|                                                                                                           
|Options exercisable at end of year                                                                          |  | 1,027,288                       |   |                                 | $ | 9.42                           
|                                                                                                           
|Weighted-average fair value of options granted during the year using the Black-Scholes option pricing model |  | $0.73                           |   | $2.11                           |   | $3.33                          
|                                                                                                           



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##### Table of Contents

Information regarding options outstanding at August 31, 2003 follows:



|                         |  | Options Outstanding |  | Options Exercisable              
|------------------------ |  | ------------------- |  | ---------------------------------
|                        
|Range of Exercise Prices |  | Number              |  | WeightedRemainingContractual Life
|                        
|$1.76 - 3.53             |  | 139,000             |  | 4.0                              
|$5.48 - $5.56            |  | 162,000             |  | 3.6                              
|$8.49 - $9.60            |  | 518,700             |  | 3.1                              
|$10.13 - $13.47          |  | 54,958              |  | 7.1                              
|$15.53 - $19.09          |  | 102,575             |  | 4.7                              
|$20.88 - $24.72          |  | 60,555              |  | 2.5                              
|                        



The Company applies the
disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based Compensation, and continue to apply Accounting Principles Board Opinion No. 25 and related interpretations in accounting for its stock option plans. Accordingly, no
compensation cost has been recognized related to the Companys stock option plans. Consistent with the provisions of SFAS No. 123, had compensation cost been determined based on the fair value at the grant date for awards in 2003, 2002, and
2001, the Companys net loss and net loss per share would be increased for 2003, 2002, and 2001 as follows:



|                                                                     |  |   | 2003     |   |  |   | 2002    |   |  |   | 2001    |  
|-------------------------------------------------------------------- |  | - | -------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                    
|Net loss as reported                                                 |  | $ | (109,681 | ) |  | $ | (21,085 | ) |  | $ | (37,131 | )
|Effect on reported loss of accounting for stock optionsat fair value |  |   | (187     | ) |  |   | (978    | ) |  |   | (872    | )
|                                                                    
|Pro forma net loss                                                   |  | $ | (109,868 | ) |  | $ | (22,063 | ) |  | $ | (38,003 | )
|                                                                    
|Loss per common share                                                |  |   |          |   |  |   |         |   |  |   |         |  
|                                                                     |  |   |         
|Basic and diluted                                                    |  |   |          |   |  |   |         |   |  |   |         |  
|As reported                                                          |  | $ | (12.26   | ) |  | $ | (2.45   | ) |  | $ | (4.38   | )
|Pro forma                                                            |  | $ | (12.28   | ) |  | $ | (2.56   | ) |  | $ | (4.48   | )
|                                                                    



The fair value of each option grant
was estimated as of the grant date using the Black-Scholes option-pricing model with the following assumptions:



|                                 |  | 2003 |   |  | 2002     |   |  | 2001     |  
|-------------------------------- |  | ---- | - |  | -------- | - |  | -------- | -
|                                
|                                 |  |      |  
|Expected volatility              |  | 48.2 | % |  | 46.0     | % |  | 45.0     | %
|Dividend yield                   |  | 0.00 | % |  | 0.00     | % |  | 2.83     | %
|Expected life of option in years |  | 4.2  |   |  | 4.6      |   |  | 5.0      |  
|Risk-free interest rates         |  | 3.1  | % |  | 3.3%-4.9 | % |  | 3.5%-5.8 | %
|                                



41



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##### Table of Contents

EARNINGS PER SHARE

The following table reflects the calculations for basic and diluted earnings per share for the three years ended August 31:



|                                                   |  |   | 2003     |   |  |   | 2002     |   |  |   | 2001      |  
|-------------------------------------------------- |  | - | -------- | - |  | - | -------- | - |  | - | --------- | -
|                                                  
|                                                   |  |   |         
|Loss from continuing operations                    |  | $ | (698     | ) |  |   | $(4,411) |   |  |   | $(25,975) |  
|                                                   |  |   |         
|Discontinued operations, net of tax                |  |   |          |   |  |   |          |   |  |   |           |  
|                                                   |  |   |         
|Loss from discontinued operations                  |  |   | (12,024  | ) |  |   | (16,674  | ) |  |   | (11,156   | )
|                                                   |  |   |         
|Loss from sale of discontinued operations          |  |   | (50,423  | ) |  |   |         |   |  |   |          |  
|                                                  
|                                                   |  |   |         
|Loss before cumulative effect of accounting change |  |   | (63,145  | ) |  |   | (21,085  | ) |  |   | (37,131   | )
|                                                   |  |   |         
|Cumulative effect of acct change, net of tax       |  |   | (46,536  | ) |  |   |         |   |  |   |          |  
|                                                  
|                                                   |  |   |         
|Net loss                                           |  | $ | (109,681 | ) |  | $ | (21,085  | ) |  | $ | (37,131   | )
|                                                  
|                                                   |  |   |         
|Basic and Diluted Loss per Share:                  |  |   |          |   |  |   |          |   |  |   |           |  
|Basic and diluted shares                           |  |   | 8,948    |   |  |   | 8,604    |   |  |   | 8,482     |  
|                                                  
|                                                   |  |   |         
|Loss from continuing operations                    |  | $ | (0.08    | ) |  | $ | (0.51    | ) |  | $ | (3.06     | )
|                                                   |  |   |         
|Discontinued operations                            |  |   | (6.98    | ) |  |   | (1.94    | ) |  |   | (1.32     | )
|                                                  
|                                                   |  |   |         
|Loss before cumulative effect of acct chng         |  |   | (7.06    | ) |  |   | (2.45    | ) |  |   | (4.38     | )
|                                                   |  |   |         
|Cumulative effect of accounting change             |  |   | (5.20    | ) |  |   |         |   |  |   |          |  
|                                                  
|                                                   |  |   |         
|Net loss                                           |  | $ | (12.26   | ) |  | $ | (2.45    | ) |  | $ | (4.38     | )
|                                                  



For each of the three years, there
were outstanding stock options and warrants excluded from the computation of diluted earnings per share because the options and warrants were antidilutive.



BUSINESS SEGMENTS

Operating segments are organized internally
primarily by the type of products produced and markets served, and in accordance with SFAS No. 131. The Company has aggregated similar operating segments into two reportable segments, Flow Control Products and Engineered Components. The Flow Control
Products segment is a supplier of copper and brass plumbing fittings for the industrial, commercial and residential construction markets, and cast and fabricated metal products for sale to original equipment manufacturers in the transportation,
construction, air conditioning and refrigeration industries. The Engineered Components segment is a supplier of aluminum wheels and aluminum automotive components, primarily for automotive original equipment manufacturers. During 2001, the Company
re-evaluated the composition of the reportable segments and reclassified one business from Engineered Components to Flow Control Products.



The Company evaluates segment performance and allocates resources based on several factors, of which net sales and operating income are the primary financial measures.
The accounting policies of the reportable segments are the same as those described in the footnote entitled Accounting Policies of the Notes to the Consolidated Financial Statements. There are no intersegment sales.



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##### Table of Contents

Segment information for continuing operations is as follows:



|                                      |  | Net Sales            |         | Operating Income (Loss)     
|------------------------------------- |  | -------------------- | ------- | ----------------------------
|                                      |  |                      | 2003    |                             
|                                     
|Flow Control Products                 |  | $                    | 125,912 |                             
|Engineered Components                 |  |                      | 298,008 |                             
|Corporate                             |  |                      |        |                             
|                                     
|                                      |  |                      |         |                             
|                                      |  |                      | 423,920 |                             
|Other (income) expense                |  |                      |        |                             
|Interest expense                      |  |                      |        |                             
|                                     
|                                      |  |                      |         |                             
|Total net sales and loss before taxes |  | $                    | 423,920 |                             
|                                     
|                                      |  |                     
|                                      |  | Capital Expenditures |         | Depreciation andAmortization
|                                      |  |                      | 2003    |                             
|                                     
|Flow Control Products                 |  | $                    | 1,049   |                             
|Engineered Components                 |  |                      | 8,297   |                             
|Corporate                             |  |                      | 23      |                             
|                                     
|                                      |  | $                    | 9,369   |                             
|                                     



|                      |  | Total Assets
|--------------------- |  | ------------
|                      |  |             
|                     
|Flow Control Products |  | $           
|Engineered Components |  |             
|Corporate             |  |             
|                     
|                      |  | $           
|                     



The Companys manufacturing
operations are conducted in the United States. Information about the Companys net sales, based on the location of the customer, for the years ended August 31, 2003, 2002, and 2001 is shown below:



|              |  |   | 2003    |  |   | 2002    |  |   | 2001   
|------------- |  | - | ------- |  | - | ------- |  | - | -------
|             
|              |  |   |        
|Net Sales     |  |   |         |  |   |         |  |   |        
|United States |  | $ | 353,730 |  | $ | 378,193 |  | $ | 357,860
|Other Europe  |  |   | 3,037   |  |   | 4,811   |  |   | 1,524  
|Germany       |  |   | 16,592  |  |   | 9,865   |  |   | 687    
|Other         |  |   | 50,561  |  |   | 23,948  |  |   | 17,846 
|             
|Net Sales     |  | $ | 423,920 |  | $ | 416,817 |  | $ | 377,917
|             



The Companys sales by product
category are as follows:



|                               |  |   | 2003    |  |   | 2002    |  |   | 2001   
|------------------------------ |  | - | ------- |  | - | ------- |  | - | -------
|                              
|Aluminum wheels                |  | $ | 141,130 |  | $ | 129,630 |  | $ | 103,348
|Brass and copper fittings      |  |   | 121,064 |  |   | 132,776 |  |   | 147,931
|Aluminum automotive components |  |   | 161,726 |  |   | 154,411 |  |   | 126,638
|                              
|Net Sales                      |  | $ | 423,920 |  | $ | 416,817 |  | $ | 377,917
|                              



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##### Table of Contents

QUARTERLY FINANCIAL DATA (UNAUDITED)

($ in thousands except per share data)



|                                                      |  | Fiscal Quarter |         |   | For theYear |  
|----------------------------------------------------- |  | -------------- | ------- | - | ----------- | -
|                                                     
|2003                                                  |  | 1st            |         |   | 2nd         |  
|Net sales                                             |  | $              | 112,222 |   |             | $
|Gross profit                                          |  |                | 11,129  |   |             |  
|                                                      |  |                |         |   |            
|Income (loss) from continuing operations              |  | $              | (1,840  | ) |             | $
|Discontinued operations                               |  |                | (5,352  | ) |             |  
|                                                     
|                                                      |  |                |         |   |            
|Loss before cumulative effect of accounting change    |  |                | (7,192  | ) |             |  
|Cumultive effect of accounting change                 |  |                | (46,536 | ) |             |  
|                                                     
|                                                      |  |                |         |   |            
|Net loss                                              |  | $              | (53,728 | ) |             | $
|                                                      |  |                |         |   |            
|Basic and diluted earnings (loss) per share           |  |                |         |   |             |  
|Continuing operations                                 |  | $              | (0.21   | ) |             | $
|Discontinued operations                               |  |                | (0.61   | ) |             |  
|                                                     
|                                                      |  |                |         |   |            
|Before cumulative effect of accounting change         |  |                | (0.82   | ) |             |  
|Cumulative effect of accounting change                |  |                | (5.34   | ) |             |  
|                                                     
|                                                      |  |                |         |   |            
|Net loss                                              |  | $              | (6.16   | ) |             | $
|                                                      |  |                |         |   |            
|Average number of shares outstandingBasic and diluted |  |                | 8,717   |   |             |  
|                                                     
|                                                      |  |               
|                                                      |  | Fiscal Quarter |         |   | For theYear |  
|                                                     
|2002                                                  |  |                | 1st     |   |             |  
|Net sales                                             |  | $              | 96,686  |   |             | $
|Gross profit                                          |  |                | 8,990   |   |             |  
|                                                      |  |                |         |   |            
|Income (loss) from continuing operations              |  | $              | (3,629  | ) |             | $
|Discontinued operations                               |  |                | (1,894  | ) |             |  
|                                                     
|                                                      |  |                |         |   |            
|Loss before cumulative effect of accounting change    |  |                | (5,523  | ) |             |  
|Cumultive effect of accounting change                 |  |                |        |   |             |  
|                                                     
|                                                      |  |                |         |   |            
|Net loss                                              |  | $              | (5,523  | ) |             | $
|                                                      |  |                |         |   |            
|Basic and diluted earnings (loss) per share           |  |                |         |   |             |  
|Continuing operations                                 |  | $              | (0.42   | ) |             | $
|Discontinued operations                               |  |                | (0.22   | ) |             |  
|                                                     
|                                                      |  |                |         |   |            
|Before cumulative effect of accounting change         |  |                | (0.64   | ) |             |  
|Cumulative effect of accounting change                |  |                |        |   |             |  
|                                                     
|                                                      |  |                |         |   |            
|Net loss                                              |  | $              | (0.64   | ) |             | $
|                                                      |  |                |         |   |            
|Average number of shares outstanding                  |  |                |         |   |             |  
|Basic and diluted                                     |  |                | 8,577   |   |             |  
|                                                     



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##### Table of Contents

ITEM 9  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



None



PART III



ITEM 10  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



Information Concerning Directors and Executive Officers



The information required by this item relating to directors and executive officers of the Company is incorporated herein by reference to that part of the information under Election of Directors and
Section 16(a) Beneficial Ownership Reporting Compliance in the Companys Proxy Statement for its Annual Meeting of Shareholders scheduled to be held on December 17, 2003. Certain information concerning executive officers of the
Company appears under Executive Officers of Registrant in this Report.



Code of Ethics



The Company has a Code of Business Conduct
(the Code) that applies to all employees, executive officers and directors of the Company that includes provisions covering conflicts of interest, ethical conduct, compliance with applicable government laws, rules and regulations, and accountability
for adherence to the Code. A copy of the Code is posted on the Companys website. The Company is in the process of amending the Code so that it will also serve as a code of ethics for the Companys chief executive officer, principal
financial officer, principal accounting officer, controller, or any person performing similar functions (the Senior Officers), within the meaning of Item 406 of Regulation S-K promulgated under the Securities Exchange Act. The Code as amended will
be posted on the Companys website. Any waiver of any provision of the Code granted to a Senior Officer may only be granted by the full Board of Directors or its Audit Committee. If a waiver is granted, information concerning the waiver will be
posted on the Companys website www.amcast.com for a period of 12 months.



Audit Committee Financial Expert



The Companys Board of
Directors has determined that at least one person serving on its Audit Committee is an audit committee financial expert as defined under Item 401(h) of Regulation S-K. Mr. Graber, a member of the Audit Committee, is an audit committee
financial expert and is independent as that term is used in Item7(d)(3)(iv) of Schedule 14A under the Exchange Act.



ITEM 11  EXECUTIVE COMPENSATION



The
information required by this item is incorporated herein by reference to Executive Compensation in the Companys Proxy Statement for its Annual Meeting of Shareholders scheduled to be held on December 17, 2003.



ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The information required by this item is incorporated herein by reference to Security Ownership of Directors, Nominees, and Officers and Security
Ownership of Certain Beneficial Owners in the Companys Proxy Statement for its Annual Meeting of Shareholders scheduled to be held on December 17, 2003.



45



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##### Table of Contents

Equity Compensation Plan Information



|                                                          
|----------------------------------------------------------
|Plan Category                                             
|                                                          
|Equity compensation plans approved by security holders    
|                                                          
|Equity compensation plans not approved by security holders
|                                                          
|Total                                                     
|                                                          



ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



The information required by this item is incorporated herein by reference to the Companys Proxy Statement for its Annual Meeting of Shareholders scheduled to be held on December 17, 2003.



PART IV



ITEM 14  CONTROLS AND PROCEDURES



Based on
a recent evaluation as of the end of the period covered by this Annual Report on Form 10-K, the Companys President and Chief Executive Officer and the Vice President, Finance and Chief Financial Officer have concluded that the Companys
disclosure controls and procedures (as defined in the Exchange Act Rules 13a-14 and 15d-14) are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in
the Companys periodic SEC filings. There have been no significant changes in the Companys internal controls or in other factors that could significantly affect internal controls subsequent to the date the Company carried out its
evaluation.



ITEM 15  PRINCIPAL ACCOUNTANT FEES AND SERVICES



The information required by this item is incorporated herein by reference to Relationship with Independent Auditors in the Companys Proxy Statement for its annual meeting of shareholders scheduled to be held December 17,
2003.



ITEM 16  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K



(a)  Documents filed as part of this report.



|1. |  | Financial statements
|-- |  | --------------------



The following financial statements are filed as part of this report. See index on page 2 of this report.



Report of Independent Auditors



Consolidated Statements of Operations for the years ended August 31, 2003,
2002, and 2001.



Consolidated Statements of Financial
Condition at August 31, 2003 and 2002.



Consolidated
Statements of Shareholders Equity for the years ended August 31, 2003, 2002, and 2001.



Consolidated Statements of Cash Flows for the years ended August 31, 2003, 2002, and 2001.



Notes to Consolidated Financial Statements



46



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##### Table of Contents

|2. |  | Financial Statement Schedule
|-- |  | ----------------------------



Schedule II Valuation and Qualifying Accounts for the years ended August 31, 2003, 2002, and 2001. All other financial statement schedules are omitted
because they are not applicable or because the required information is shown in the financial statements or in the notes thereto.



|3. |  | Exhibits  See Index to Exhibits
|-- |  | --------------------------------



|4. |  | Reports on Form 8-K During the last quarter of fiscal 2003, the Company filed the following reports on Form 8-K.
|-- |  | ----------------------------------------------------------------------------------------------------------------



A Current Report on Form 8-K with an event date of June 4, 2003 was filed by
the Company on June 4, 2003 to report that the Company had engaged in exclusive discussions with Citation Corporation relating to the possible sale of Amcasts Wapakoneta (Ohio), Richmond (Indiana), and Cedarburg (Wisconsin) plants, and its
Southfield (Michigan) office facility.



A Current Report on
Form 8-K with an event date of July 15, 2003 was filed by the Company on July 17, 2003 to report that Joseph R. Grewe, who had served since April 8, 2002 as the Companys President and Chief Operating Officer, and as a member of the Board of
Directors, had been elected to the position of President and Chief Executive Officer. Byron O. Pond, who had served as Chairman of the Board and Chief Executive Officer, remained as Chairman of the Board.



A Current Report on Form 8-K with an event date of August 29, 2003 was filed
by the Company on September 3, 2003 to report that the Company had restructured its credit facilities with its bank lending group and senior note holders. The bank and senior note credit maturities had been extended until September 14, 2006. The
press release also announced the termination of discussions with Citation Corporation relating to the possible sale of Amcasts Wapkoneta, Ohio, Richmond, Indiana and Cedarburg, Wisconsin plants and its Southfield, Michigan office facility.



47



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##### Table of Contents

SIGNATURES



Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 10th day of November 2003.



AMCAST INDUSTRIAL CORPORATION(Registrant)By

LOGOJoseph R. GrewePresident and Chief Executive Officer




Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.



|Signature            |  | Title                                                                             |  | Date             
|-------------------- |  | --------------------------------------------------------------------------------- |  | -----------------
|                     |  |                                                                                  
|LOGO                 |  | President andChief Executive Officer andDirector (Principal Executive Officer)    |  | November 10, 2003
|Joseph R. Grewe      |  |                                                                                  
|                     |  |                                                                                  
|LOGO                 |  | Vice President, Finance and Chief Financial Officer (Principal Financial Officer) |  | November 10, 2003
|Francis J. Drew      |  |                                                                                  
|                     |  |                                                                                  
|LOGO                 |  | Corporate Controller (Principal Accounting Officer)                               |  | November 10, 2003
|Mark D. Mishler      |  |                                                                                  
|                     |  |                                                                                  
|*Walter E. Blankley  |  | Director                                                                          |  | November 10, 2003
|*Peter H. Forster    |  | Director                                                                          |  | November 10, 2003
|*Don R. Graber       |  | Director                                                                          |  | November 10, 2003
|*Leo W. Ladehoff     |  | Director                                                                          |  | November 10, 2003
|*Bernard G. Rethore  |  | Director                                                                          |  | November 10, 2003
|*William G. Roth     |  | Director                                                                          |  | November 10, 2003
|*Byron O. Pond       |  | Chairman and Director                                                             |  | November 10, 2003
|*R. William Van Sant |  | Director                                                                          |  | November 10, 2003



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##### Table of Contents

* The undersigned Joseph R. Grewe, by signing his name hereto, does sign and execute this annual report
on Form 10-K on behalf of each of the above-named directors of the registrant pursuant to powers of attorney executed by each such director and filed with the Securities and Exchange Commission as an exhibit to this report.



By

LOGOJoseph R. GreweAttorney in Fact




49



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##### Table of Contents

SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS AND RESERVES



AMCAST INDUSTRIAL CORPORATION AND SUBSIDIARIES



($ In Thousands)



|                               |  |   |                           | Additions |   | Deductions                  |  |   |                  
|------------------------------ |  | - | ------------------------- | --------- | - | --------------------------- |  | - | -----------------
|Description                    |  |   | BalanceBeginningof Period |           |   | Charged toCosts andExpenses |  |   | Cash PaymentsMade
|                              
|Major Maintenance Accrual      |  |   |                           |           |   |                             |  |   |                  
|Year Ended August 31, 2003     |  | $ | 653                       |           | $ | 1,191                       |  | $ | (982             
|Year Ended August 31, 2002     |  |   | 333                       |           |   | 2,100                       |  |   | (1,780           
|Year Ended August 31, 2001     |  |   | 294                       |           |   | 1,325                       |  |   | (1,286           
|                               |  |   |                           |          
|Inventory Obsolescence Accrual |  |   |                           |           |   |                             |  |   |                  
|Year Ended August 31, 2003     |  | $ | 1,619                     |           | $ | 2,224                       |  | $ | (1,857           
|Year Ended August 31, 2002     |  |   | 1,370                     |           |   | 544                         |  |   | (295             
|Year Ended August 31, 2001     |  |   | 1,245                     |           |   | 1,164                       |  |   | (1,039           



50



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##### Table of Contents

INDEX TO EXHIBITS



|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                            |  |  
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -
|              |  |                                                                                                                                                                                                                                                                                                                                       
|              |  | ARTICLES OF INCORPORATION AND BY-LAWS                                                                                                                                                                                                                                                                                                  |  |  
|              |  |                                                                                                                                                                                                                                                                                                                                       
|3.1           |  | Articles of Incorporation of Amcast Industrial Corporation, incorporated by reference from Form S-8 (Registration Statement No. 333-99835) filed August 28, 2002.                                                                                                                                                                      |  | I
|              |  |                                                                                                                                                                                                                                                                                                                                       
|3.2           |  | Code of Regulations of Amcast Industrial Corporation, incorporated by reference from Form S-8 (Registration Statement No. 333-99835) filed August 28, 2002.                                                                                                                                                                            |  | I
|              |  |                                                                                                                                                                                                                                                                                                                                       
|              |  | INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES                                                                                                                                                                                                                                                              |  |  
|              |  |                                                                                                                                                                                                                                                                                                                                       
|4.1           |  | $200,000,000 Credit Agreement between Amcast Industrial Corporation and KeyBank National Association dated August 14, 1997, incorporated by reference from Form 10K filed September
3, 1997.                                                                                                                                           |  | I
|              |  |                                                                                                                                                                                                                                                                                                                                       
|4.1.1         |  | First Amendment Agreement dated October 7, 1997, to the $200,000,000 Credit Agreement between Amcast Industrial Corporation and KeyBank National Association dated August 14, 1997,
incorporated by reference from Form 10-K for the year ended August 31, 1998.                                                                       |  | I
|              |  |                                                                                                                                                                                                                                                                                                                                       
|4.1.2         |  | Second Amendment Agreement dated August 30, 1998, to the $200,000,000 Credit Agreement between Amcast Industrial Corporation and KeyBank National Association dated August 14,
1997, incorporated by reference from Form 10-K for the year ended August 31, 1998.                                                                      |  | I
|              |  |                                                                                                                                                                                                                                                                                                                                       
|4.1.3         |  | Third Amendment Agreement dated November 5, 1999, to the $200,000,000 Credit Agreement between Amcast Industrial Corporation and KeyBank National Association dated August 14,
1997, incorporated by reference from Form 10-Q for quarter ended November 28, 1999.                                                                     |  | I
|              |  |                                                                                                                                                                                                                                                                                                                                       
|4.1.4         |  | Fourth Amendment Agreement dated November 28, 1999, to the $200,000,000 Credit Agreement between Amcast Industrial Corporation and KeyBank National Association dated August 14,
1997, incorporated by reference from Form 10-Q for quarter ended November 28, 1999.                                                                   |  | I
|              |  |                                                                                                                                                                                                                                                                                                                                       
|4.1.5         |  | Fifth Amendment Agreement, dated May 28, 2000, to the $200,000,000 (amended to $150,000,000) Credit Agreement between Amcast Industrial Corporation and KeyBank National
Association dated August 14, 1997, incorporated by reference from Form 10-Q for quarter ended May 28, 2000.                                                   |  | I
|              |  |                                                                                                                                                                                                                                                                                                                                       
|4.1.6         |  | Sixth Amendment Agreement, dated June 5, 2001, to the $200,000,000 (amended to $150,000,000) Credit Agreement between Amcast Industrial Corporation, the banking institutions and
KeyBank National Association, as agent, dated August 14, 1997, incorporated by reference from Form 10-K filed for the year ended August 31, 2001.    |  | I
|              |  |                                                                                                                                                                                                                                                                                                                                       
|4.1.7         |  | Seventh Amendment Agreement, dated July 23, 2001, to the $200,000,000 (amended to $150,000,000) Credit Agreement between Amcast Industrial Corporation, the banking institutions,
and KeyBank National Association, as agent, dated August 14, 1997 incorporated by reference from Form 10-K filed for the year ended August 31, 2001. |  | I
|              |  |                                                                                                                                                                                                                                                                                                                                       
|4.1.8         |  | Eighth Amendment Agreement, dated August 6, 2001, to the $200,000,000 (amended to $150,000,000) Credit Agreement between Amcast Industrial Corporation, the banking institutions,
and KeyBank National Association, as agent, dated August 14, 1997.                                                                                   |  | I
|              |  |                                                                                                                                                                                                                                                                                                                                       
|4.2           |  | Last-In-First-Out Credit Agreement dated June 5, 2001, between Amcast Industrial Corporation, the banking institutions, and KeyBank National Association, as agent incorporated by
reference from Form 10-K filed for the year ended August 31, 2001.                                                                                  |  | I



51



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|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.2.1 |  | First Amendment Agreement, dated July 23, 2001, to the Last-In-First-Out Credit Agreement between Amcast Industrial Corporation, the banking institutions, and KeyBank National
Association, as agent, dated June 5, 2001 incorporated by reference from Form 10-K filed for the year ended August 31, 2001.                                                                                                                
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.2.2 |  | Second Amendment Agreement, dated August 6, 2001, to the Last-In-First-Out Credit Agreement between Amcast Industrial Corporation, the banking institutions, and KeyBank National
Association, as agent, dated June 5, 2001, incorporated by reference from Form 10-K filed for the year ended August 31, 2001.                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.2.3 |  | Third Amendment Agreement made as of April 15, 2002, to the Last-In-First-Out Credit Agreement dated June 5, 2001, between Amcast Industrial Corporation, the banking institutions
named therein, and KeyBank National Association, as agent, incorporated by reference from Form 8-K filed June 6, 2002.                                                                                                                   
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.3   |  | $50,000,000 Note Agreement between Amcast Industrial Corporation and Principal Life Insurance Company and The Northwestern Mutual Life Insurance Company, dated November 1, 1995,
incorporated by reference from Form 10-K for the year ended August 31, 1995, incorporated by reference from Form 10-K filed for the year ended August 31, 2001.                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.3.1 |  | Amendment Agreement dated December 31, 1997, to $50,000,000 Note Agreement between Amcast Industrial Corporation and Principal Life Insurance Company, dated November 1, 1995,
incorporated by reference from Form 10-K for the year ended August 31, 1998, incorporated by reference from Form 10-K filed for the year ended August 31, 2001.                                                                              
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.3.2 |  | Second Amendment dated as of June 1, 2001 to the $50,000,000 Note Agreements dated November 1, 1995 among Amcast Industrial Corporation, Principal Life Insurance Company and The
Northwestern Mutual Life Insurance Company, incorporated by reference from Form 10-Q for the quarter ended June 2, 2002.                                                                                                                  
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.3.3 |  | Third Amendment dated as of August 6, 2001 to the $50,000,000 Note Agreements dated November 1, 1995 among Amcast Industrial Corporation, Principal Life Insurance Company and The
Northwestern Mutual Life Insurance Company, incorporated by reference from Form 10-Q for the quarter ended June 2, 2002.                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.4   |  | Forbearance and Waiver Agreement, dated June 5, 2001, between Amcast Industrial Corporation, KeyBank National Association, LIFO agent, for itself as agent and on behalf of the
LIFO Banks, Bank One, Indiana, National Association, for itself and as agent on behalf of the CTC Banks, and Bank One, Indiana, National Association, incorporated by reference from Form 10-K filed for the year ended August 31, 2001.    
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.5   |  | Subordination, Waiver and Consent Agreement, dated June 5, 2001, between Amcast Industrial Corporation, KeyBank National Association, LIFO agent, for the LIFO Banks (Senior
Lenders) the Line of Credit Lenders, the Existing Credit Agreement Agent and the Existing Credit Agreement Banks, the Noteholders, and the Collateral Agent, incorporated by reference from Form 10-K filed for the year ended August 31,
2001.
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.7   |  | Collateral Agency and Intercreditor Agreement, dated June 5, 2001, between KeyBank National Association, as agent for benefit of and on behalf of the Banks, the Line of Credit
Lenders, the Noteholders, and KeyBank National Association, as Collateral Agent, incorporated by reference from Form 10-K filed for the year ended August 31, 2001.                                                                         
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.9   |  | Collateral Assignment and Security Agreement dated July 24, 2001, between Casting Technology Company and KeyBank, National Association, as agent for the Banks to the Amcast
Industrial Corporation Credit Agreement, incorporated by reference from Form 10-K filed for the year ended August 31, 2001.                                                                                                                    



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|       |  |                                                                                                                                                                                                                                                                                                                                       
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.10   |  | Waiver and Consent Agreement dated November 11, 2001 between Amcast Industrial Corporation and Principal Life Insurance Company and The Northwestern Mutual Life Insurance Company,
incorporated by reference from Form 10Q for the quarter ended December 2, 2001.                                                                   
|       |  |                                                                                                                                                                                                                                                                                                                                       
|4.11   |  | Pledge Agreement dated July 24, 2001, between Casting Technology Company and KeyBank, National Association, as agent for the Banks to the Amcast Industrial Corporation Credit
Agreement, incorporated by reference from Form 10-K filed for the year ended August 31, 2001.                                                          
|       |  |                                                                                                                                                                                                                                                                                                                                       
|4.12   |  | Security Agreement dated July 24, 2001, between Casting Technology Company and KeyBank, National Association, as agent for the Banks to the Amcast Industrial Corporation Credit
Agreement, incorporated by reference from Form 10-K filed for the year ended August 31, 2001.                                                        
|       |  |                                                                                                                                                                                                                                                                                                                                       
|4.13   |  | Guaranty of Payment of Debt dated July 24, 2001, between Casting Technology Company and KeyBank, National Association, as agent for the Banks to the Amcast Industrial Corporation
Credit Agreement, incorporated by reference from Form 10-K filed for the year ended August 31, 2001.                                               
|       |  |                                                                                                                                                                                                                                                                                                                                       
|4.14   |  | $15,356,000 Credit Agreement dated September 15, 2003, between Casting Technology Company and The Provident Bank, incorporated by reference from Form 10-K filed for the year ended
August 31, 2001.                                                                                                                                  
|       |  |                                                                                                                                                                                                                                                                                                                                       
|4.16   |  | General Security Agreement dated September 15, 2003, made by Casting Technology Company in favor of The Provident Bank.                                                                                                                                                                                                               
|       |  |                                                                                                                                                                                                                                                                                                                                       
|4.16.1 |  | Real Estate Mortgage Security Agreement and Fixture Filing dated September 15, 2003 by Casting Technology Company in favor of The Provident Bank.                                                                                                                                                                                     
|       |  |                                                                                                                                                                                                                                                                                                                                       
|4.17   |  | Lease between ICX Corporation, lessor, and Amcast Industrial Corporation, lessee, dated July 13, 1999.                                                                                                                                                                                                                                
|       |  |                                                                                                                                                                                                                                                                                                                                       
|4.18   |  | Lease between ICX Corporation, lessor, and Amcast Industrial Corporation, lessee, dated March 1, 2000.                                                                                                                                                                                                                                
|       |  |                                                                                                                                                                                                                                                                                                                                       
|4.19   |  | Lease between ICX Corporation, lessor and Amcast Industrial Corporation, lessee, dated June 1, 2000.                                                                                                                                                                                                                                  
|       |  |                                                                                                                                                                                                                                                                                                                                       
|4.20   |  | Accommodation Agreement among Amcast Industrial Corporation, General Motors Corporation, Amcasts bank lending group through KeyBank National Association, Principal Life
Insurance Company and The Northwestern Mutual Life Insurance Company dated August 28, 2003, incorporated by reference from Form 8-K filed September 3, 2003.
|       |  |                                                                                                                                                                                                                                                                                                                                       
|4.21   |  | Amended and Restated Restructuring Agreement among Amcast Industrial Corporation and its Restructuring Lenders and KeyBank National Association, as Agent, dated August 28, 2003
incorporated by reference from Form 8-K filed September 3, 2003.                                                                                     
|       |  |                                                                                                                                                                                                                                                                                                                                       
|4.22   |  | Amended and Restated LIFO Restructuring Agreement among Amcast Industrial Corporation and the LIFO Banks and KeyBank National Association, as Agent, dated August 28, 2003
incorporated by reference from Form 8-K filed September 3, 2003.                                                                                           
|       |  |                                                                                                                                                                                                                                                                                                                                       
|       |  | MATERIAL CONTRACTS:                                                                                                                                                                                                                                                                                                                   
|       |  |                                                                                                                                                                                                                                                                                                                                       
|10.1   |  | Amcast Industrial Corporation Annual Incentive Plan, effective September 1, 1982, incorporated by reference from Form 10-K for the year ended August 31, 1996.                                                                                                                                                                        
|       |  |                                                                                                                                                                                                                                                                                                                                       
|10.2   |  | Deferred Compensation Agreement for Directors of Amcast Industrial Corporation, incorporated by reference from Form 10-K for the year ended August 31, 1996.                                                                                                                                                                          



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|        |  |                                                                                                                                                                                                                                                                                 
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3    |  | Amended and Restated Executive Agreement between Amcast Industrial Corporation and Leo W. Ladehoff, dated July 10, 2000 and restated through July 10, 2000, incorporated by
reference from Form 10-Q for the quarter ended May 28, 2000.                                        
|        |  |                                                                                                                                                                                                                                                                                 
|10.4    |  | Indemnification Agreement for Directors and Officers of Amcast Industrial Corporation, incorporated by reference from Form 10-Q for the quarter ended June 2, 2002.                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                 
|10.5    |  | Trust Agreement for the Amcast Industrial Corporation Nonqualified Supplementary Benefit Plan and Executive Agreement with Leo W. Ladehoff dated September 27, 2000, incorporated
by reference from Form 10-K for the year ended August 31, 2000.                               
|        |  |                                                                                                                                                                                                                                                                                 
|10.6    |  | Amcast Industrial Corporation Change of Control Agreements, effective September 7, 2000, incorporated by reference from Form 10-K for the year ended August 31, 2000.                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                 
|10.7    |  | Amcast Industrial Corporation Non-Qualified Supplementary Benefit Plan Effective as of June 1, 1999, as restated through March 23, 2001, incorporated by reference from Form
10-K for the quarter ended August 31, 2001.                                                        
|        |  |                                                                                                                                                                                                                                                                                 
|10.8    |  | Amcast Industrial Corporation Amended and Restated 1999 Director Stock Incentive Plan, incorporated by reference from Form S-8 (Registration Statement No. 333-98873) filed
August 28, 2002.                                                                                    
|        |  |                                                                                                                                                                                                                                                                                 
|10.9    |  | Amcast Industrial Corporation Non-Employee Director Stock Compensation Plan, incorporated by reference from Form S-8 (Registration Statement No. 333-100415) filed October 8,
2002.                                                                                             
|        |  |                                                                                                                                                                                                                                                                                 
|10.10   |  | Amcast Industrial Corporation Amended and Restated Long-Term Incentive Plan, effective May 26, 1999, incorporated by reference from Form 10-K for the year ended August 31,
1999.                                                                                               
|        |  |                                                                                                                                                                                                                                                                                 
|10.11   |  | Amcast Industrial Corporation Amended and Restated 1999 Stock Incentive Plan, incorporated by reference from Form S-8 (Registration Statement No. 333-98835) filed August 28,
2002.                                                                                             
|        |  |                                                                                                                                                                                                                                                                                 
|10.12   |  | Executive Employment Agreement between Amcast Industrial Corporation and Byron O. Pond, incorporated by reference from Form S-8 (Registration Statement No. 333-100415), filed
October 8, 2002.                                                                                 
|        |  |                                                                                                                                                                                                                                                                                 
|10.13   |  | Consulting Agreement between Amcast Industrial Corporation and Leo W. Ladehoff, effective February 15, 2001, incorporated by reference from Form 10-Q for the quarter ended March
4, 2001.                                                                                      
|        |  |                                                                                                                                                                                                                                                                                 
|10.13.1 |  | Amendment to Consulting Agreement between Amcast Industrial Corporation and Leo W. Ladehoff, effective April 8, 2002, incorporated by reference from Form 10-Q for the quarter
ended June 2, 2002.                                                                              
|        |  |                                                                                                                                                                                                                                                                                 
|10.14   |  | Non-Qualified Stock Option Agreement entered into as of February 16, 2001 by and between Amcast Industrial Corporation and Byron Pond granting inducement options, incorporated by
reference from Form 10-Q for the quarter ended June 2, 2002.                                 
|        |  |                                                                                                                                                                                                                                                                                 
|10.15   |  | Amended Agreement made as of August 17, 2001 by and between Amcast Industrial Corporation and Byron O. Pond amending the Non-Qualified Stock Option Agreement entered into as of
February 16, 2001, incorporated by reference from Form 10-Q for the quarter ended June 2, 2002.
|        |  |                                                                                                                                                                                                                                                                                 
|10.16   |  | Amended Director Stock Option Agreement granting inducement options to Byron O. Pond pursuant to the Non-Qualified Stock Option Agreement entered into as of February 16, 2001,
incorporated by reference from Form 10-Q for the quarter ended June 2, 2002.                    
|        |  |                                                                                                                                                                                                                                                                                 
|10.17   |  | Executive Employment Agreement between Amcast Industrial Corporation and Joseph R. Grewe, effective April 8, 2002, incorporated by reference from Form 10-Q for the quarter ended
June 2, 2002.                                                                                 



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|      |  |                                                                                                                                                                                                                                                                                                                      
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.18 |  | Change of Control Agreement dated April 1, 2002 between Amcast Industrial Corporation and Joseph R. Grewe, incorporated by reference from Form 10-Q for the quarter ended June 2,
2002.                                                                                                                              
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.19 |  | Non-Qualified Stock Option Agreement and Grant of Non-Qualified Stock Option entered into as of April 1, 2002 and effective April 8, 2002, by and between Amcast Industrial
Corporation and Joseph R. Grewe granting inducement options, incorporated by reference from Form 10-Q for the quarter ended June 2, 2002.
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.20 |  | Stock Option Agreement granting inducement options to Francis J. Drew dated April 6, 2001, incorporated by reference from Form 10-Q for the quarter ended June 2, 2002.                                                                                                                                              
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.21 |  | Stock Option Agreement granting inducement options to Samuel T. Rees dated August 22, 2001, incorporated by reference from Form 10-Q for the quarter ended June 2,
2002.                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.22 |  | Access and Security Agreement between Amcast Industrial Corporation and General Motors Corporation dated August 28, 2003, incorporated by reference from Form 8-K filed September
3, 2003.                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                      
|10.23 |  | Retention Agreement between Amcast Industrial Corporation and Byron O. Pond, Joseph R. Grewe, and Francis J. Drew dated August 29, 2003, incorporated by reference from Form 8-K
filed September 3, 2003.                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                                      
|      |  | SUBSIDIARIES OF THE REGISTRANT                                                                                                                                                                                                                                                                                       
|      |  |                                                                                                                                                                                                                                                                                                                      
|21.1  |  | Amcast Industrial Corporation has 17 wholly-owned subsidiaries, with the exception of Lee Brass Company, which is 96% owned by an Amcast wholly owned subsidiary, which are
included in the consolidated financial statements of the Company.                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                      
|      |  | CONSENTS OF EXPERTS AND COUNSEL                                                                                                                                                                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                                                                                      
|23.1  |  | Consent of Ernst & Young LLP dated November 7, 2003, with respect to the inclusion of their report dated October 14, 2003, into this Annual Report (Form 10-K).                                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                                                                                      
|      |  | POWER OF ATTORNEY                                                                                                                                                                                                                                                                                                    
|      |  |                                                                                                                                                                                                                                                                                                                      
|24.1  |  | Powers of attorney of persons who are indicated as having executed this Annual Report Form 10-K on behalf of another.                                                                                                                                                                                                
|      |  |                                                                                                                                                                                                                                                                                                                      
|      |  | RULE 13a-14(a) / 15-14(a) CERTIFICATION                                                                                                                                                                                                                                                                              
|      |  |                                                                                                                                                                                                                                                                                                                      
|31.1  |  | Certification of Joseph R. Grewe, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                      
|31.2  |  | Certification of Francis J. Drew, Vice President, Finance and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                                      
|      |  | SECTION 1350 CERTIFICATION                                                                                                                                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                      
|32.1  |  | Certification of Joseph R. Grewe, President and Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act.                                                                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                      
|32.2  |  | Certification of Francis J. Drew, Vice President, Finance and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act.                                                                                                                                                                            



Key:

|F |  | Indicates document filed herewith.
|--- |  | ----------------------------------

|I |  | Indicates document incorporated from another filing.
|--- |  | ----------------------------------------------------

|+ |  | Indicates that the document relates to a class of indebtedness that does not exceed 10% of the total consolidated assets of the Company and that the Company will furnish a copy of
the document to the Commission upon its request.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* |  | Indicates management contract or compensatory plan or arrangement.
|--- |  | ------------------------------------------------------------------



NOTE:    Exhibits have been omitted from the reproduction of this Form 10-K. A copy of the exhibits can be obtained at a reasonable copying
charge by writing to Investor Relations, Amcast Industrial Corporation, 7887 Washington Village Drive, Dayton, Ohio 45459



55